From 42c18131e8ca8424be8bd5e2799b2f2f153fa6ed Mon Sep 17 00:00:00 2001 From: geometrybase Date: Mon, 15 Jun 2026 15:03:07 +0000 Subject: [PATCH] Add 06067 T0 analyst report Request: - Generate an analyst report for HK IPO ticker 06067. Changes: - Archived the official HKEXnews 06067 prospectus PDF and extracted text under project-relative data paths. - Seeded 06067 T0 prospectus facts, source references, sync state, and analysis snapshots. - Generated reports/2026-06-15_06067_T0_prospectus_analysis.md in Simplified Chinese with concrete T0/T1/T2/D1 dates and short-exit T2/D1 discipline. - Updated the HKEX document archiver so over-allotment shares are only recorded when the prospectus supports them, with explicit no-option cases stored as zero. Verification: - Compiled archive_hkex_documents.py, generate_ipo_report.py, build_analysis_dataset.py, extract_pdf_text.py, and update_sync_state.py. - Ran SQLite integrity_check and foreign_key_check. - Verified the archived 06067 PDF hash, extracted-text manifest row, and analysis dataset row. - Ran git diff --check. Next useful context: - 06067 is currently T0_prospectus; T1_allotment is pending for 2026-06-22. --- .../prospectus_2026-06-12_2026061200031.txt | 25995 ++++++++++++++++ data/hk_ipo.sqlite | Bin 2215936 -> 2215936 bytes .../prospectus_2026-06-12_2026061200031.pdf | Bin 0 -> 7208017 bytes data/snapshots/analysis_model_v0_dataset.csv | 591 +- data/snapshots/extracted_text_manifest.csv | 1 + data/snapshots/ipo_master.csv | 1 + data/snapshots/offering_terms.csv | 1 + data/snapshots/source_refs.csv | 1 + data/snapshots/sync_runs.csv | 2 + data/snapshots/sync_tasks.csv | 838 +- data/snapshots/ticker_sync_state.csv | 4137 +-- ...2026-06-15_06067_T0_prospectus_analysis.md | 97 + reports/2026-06-15_analysis_model_v0.md | 10 +- scripts/archive_hkex_documents.py | 22 +- 14 files changed, 28912 insertions(+), 2784 deletions(-) create mode 100644 data/extracted_text/06067/prospectus_2026-06-12_2026061200031.txt create mode 100644 data/raw/06067/prospectus_2026-06-12_2026061200031.pdf create mode 100644 reports/2026-06-15_06067_T0_prospectus_analysis.md diff --git a/data/extracted_text/06067/prospectus_2026-06-12_2026061200031.txt b/data/extracted_text/06067/prospectus_2026-06-12_2026061200031.txt new file mode 100644 index 0000000..f3d8b28 --- /dev/null +++ b/data/extracted_text/06067/prospectus_2026-06-12_2026061200031.txt @@ -0,0 +1,25995 @@ +--- page 1 --- +4IFO[IFO4FOJPS5FDIOPMPHZ.BUFSJBM$P +-UE +ʮ̡ +ʮ̡ +Shenzhen Senior Technology Material Co., Ltd. +(A joint stock company incorporated in the People’s Republic of China with limited liability) +Stock Code6067 +GLOBAL +OFFERING +Sole Sponsor, Sponsor-Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager +Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers +ʮ̡ +Shenzhen Senior Technology Material Co., Ltd. + + +--- page 2 --- +IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain professional independent advice. +Shenzhen Senior Technology Material Co., Ltd. +深 圳 市 星 源 材 質 科 技 股 份 有 限 公 司 +(A joint stock company incorporated in the Peopl e’s Republic of China with limited liability) +GLOBAL OFFERING +Number of Offer Shares under the Global Offering : 149,523,500 H Shares +Number of Hong Kong Offer Shares : 14,952,500 H Shares (subject to reallocation) +Number of International Offer Shares : 134,571,000 H Shares (subject to reallocation) +Maximum Offer Price : HK$8.98 per H Share, plus brokerage of 1.0%, SFC +transaction levy of 0.0027%, AFRC transaction levy of +0.00015% and Hong Kong Stock Exchange trading fee +of 0.00565% (payable in full on application in Hong +Kong dollars and subject to refund) +Nominal value : RMB1.00 per Share +Stock code : 6067 +Sole Sponsor, Sponsor-Overall Coord inator, Joint Global Coordinator, Joi nt Bookrunner and Joint Lead Manager +Overall Coordinators, Joint Globa l Coordinators, Joint Bookrunners and Joint Lead Managers +Joint Global Coordinators, Joint B ookrunners and Joint Lead Managers +Joint Bookrunners and Joint Lead Managers +Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Li mited 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 ‘‘Documents Delivered to the Registrar of Companies and Available on Di splay’’ in +Appendix VI, has been registered by th e Registrar of Companies in Hong Kong as required by Sect ion 342C of the Companies (Winding Up and Miscellaneous +Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong. The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Ko ng +take no responsibility as to the contents of this prospectus or any other documents referred to above. +The Offer Price is expected to be determined by agreement between the Overall Coordinators (for themselves and on behalf of the other Underwriters) an du so nt h e +Price Determination Date. The Price Determination Date is expected to be on or before Thursday, 18 June 2026 (Hong Kong time) and, in any event, not late rt h a n +12 : 00 noon on Thursday, 18 June 2026 (Hong Kong time). The Offer Price will not be more than HK$8.98 per Offer Share. If, for any reason, the Offer Price is not +agreed by 12 : 00 noon on Thursday, 18 June 2026 (Hong K ong time) between the Overall Coor dinators (for themselves and on be half of the other Underwriter s) and us, +the Global Offering will not proceed and will lapse. +The Overall Coordinators, on behalf of the Underwriters, and with the conse nt of our Company, may, where considered appropriate, reduce the number of Hong Kong +Offer Shares 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 s uch case, an +announcement will be published on the websites of our Company and the Stock Exchange and the offer will be cancelled and relaunched at the revised numbe r of Offer +Shares and the requirements under Rule 11.13 of the Listing Rules (which include the issue of a supplemental or a new prospectus (as appropriate)), as s oon as +practicable following the decision to make such reduction, and in any event not later than the morning of the day which is the last day for lodging applic ations under the +Hong Kong Public Offering. Further details are set forth in ‘‘Structure of t he Global Offering’’ and ‘‘How to Apply for Hong Kong Offer Shares’’ in this prospectus. +The obligations of the Hong Kong Underwriters under the Hong Kong Underwri ting Agreement are subject to termination by the Sole Sponsor and the Overal l Coordinators +(on behalf of the Underwriters) if certain events occur prior to 8 : 00 a.m. on the Listing Date. Please see ‘‘Underwriting’’ for further details. +The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws of the United States and may not be off ered, sold, +pledged or transferred in the United States, except in transactions exempt from, or in a transaction not subject to, the registration requirements of the U.S. Securities +Act and applicable U.S. state securities laws. The Offer Shares are being offered and sold outside the United States in offshore transactions in relia nce on Regulation S +under the U.S. Securities Act. +ATTENTION +We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the p ublic in +relation to the Hong Kong Public Offering. +This prospectus is available at the websites of the Stock Exchange ( www.hkexnews.hk ) and our Company (www.senior798.com) . If you require a printed copy of this +prospectus, you may download and print from the website addresses above. +12 June 2026 +IMPORTANT + + +--- page 3 --- +IMPORTANT NOTICE TO INVESTORS: +FULLY ELECTRONIC APPLICATION PROCESS +We have adopted a fully electronic application process for the Hong Kong Public Offering. We +will not provide printed copies of this prospectus in relation to the Hong Kong Public Offering. +This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under +the ‘‘HKEXnews > New Listings > New Listing In formation’’ section, and our website at +www.senior798.com . You may download and print from these website addresses if you want a +printed copy of this prospectus. +To apply for the Hong Kong Offer Shares, you may: +(1) apply online via the White Form eIPO service at +www.eipo.com.hk ;o r +(2) apply electronically through the HKS CC 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 applicatio n instructions via HKSCC’s FINI system to +apply for the Hong Kong Offer Shares on your behalf. +We will not provide any physical channels to accept any application for the Hong Kong +Offer Shares by the public. The contents of the electronic version of this prospectus are identical +to the printed prospectus as registered with the Registrar of Companies in Hong Kong pursuant to +Section 342C of the Companies (Winding Up an d 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 see the section headed ‘‘How to Apply fo r Hong Kong Offer Shares’’ in this prospectus +for further details on the procedures through which you can apply for the Hong Kong Offer +Shares electronically. +Your application through the White Form eIPO service or the HKSCC EIPO channel must +be made for a minimum of 500 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 suc h an application is liable to be rejected. +IMPORTANT +–i– + + +--- page 4 --- +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. You must pay the respective +amount payable on application in full upo n 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 i n such amount as determined by the broker or +custodian, based on the applicable laws and regul ations in Hong Kong. You are responsible for +complying with any such pre-funding require ment 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$ +500 4,535.28 6,000 54,423.37 70,000 634,939.43 2,000,000 18,141,126.60 +1,000 9,070.56 7,000 63,493.94 80,000 725,645.07 2,500,000 22,676,408.26 +1,500 13,605.84 8,000 72,564.51 90,000 816,350.69 3,000,000 27,211,689.90 +2,000 18,141.12 9,000 81,635.07 100,000 907,056.34 3,500,000 31,746,971.56 +2,500 22,676.41 10,000 90,705.62 200,000 1,814,112.65 4,000,000 36,282,253.20 +3,000 27,211.69 20,000 181,411.27 300,000 2,721,168.99 4,500,000 40,817,534.86 +3,500 31,746.98 30,000 272,116.89 400,000 3,628,225.32 5,000,000 45,352,816.50 +4,000 36,282.25 40,000 362,822.53 500,000 4,535,281.66 5,500,000 49,888,098.16 +4,500 40,817.53 50,000 453,528.16 1,000, 000 9,070,563.30 6,000,000 54,423,379.80 +5,000 45,352.82 60,000 544,233.80 1,500,000 13,605,844.96 7,476,000 +(1) 67,811,531.23 +(1) Maximum number of Hong Kong Offer Share you may apply for. +(2) The amount payable is inclusive of brokerage, SFC tr ansaction levy, the Stock Exchange trading fee and +AFRC transaction levy. If your application is successfu l, brokerage will be paid to the Exchange Participants +(as defined in the Listing Rules) and the SFC transac tion levy, the Stock Exchange trading fee and AFRC +transaction levy are paid to the Stock Exchange (in t he 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 +–i i– + + +--- page 5 --- +If there is any change in the following expected timetable of the Global Offering, we will issue +an announcement on the website of our Company at www.senior798.com and the website of the Stock +Exchange at www.hkexnews.hk . +Hong Kong Public Offering commences . . . . . . . . . . . . . . . . 9 : 00 a.m. on Friday, 12 June 2026 +Latest time for completing electronic applications via the +White Form eIPO service through the designated website +at www.eipo.com.hk (2) .................................1 1 : 3 0a . m .o nW e d n e s d a y , +17 June 2026 +Application lists of the Hong Kong Public Offering open (3) ..................1 1 : 4 5a . m .o n +Wednesday, 17 June 2026 +Latest time for (a) completing full payment of application +monies via the White Form eIPO service, or; (b) giving +electronic application instructions to HKSCC (4) ............... 1 2 : 0 0n o o no nW e d n e s d a y , +17 June 2026 +If you are instructing your broker or custodian who is a HKSCC Participant to submit HKSCC +EIPO applications on your behalf through HKS CC’s FINI system in accordance with your +instruction, you are advised to contact your broker or custodian for the latest time for giving such +instructions which may be different from the latest time as stated above. +Application lists of the Hong Kong Public Offering close (3) ................ 1 2 : 0 0n o o no n +Wednesday, 17 June 2026 +Expected Price Determination Date (5) ..............................b y1 2 : 0 0n o o no n +Thursday, 18 June 2026 +Announcement of: +. the final Offer Price; +. the level of indications of interest in the International Offering; +. the level of applications in the Hong Kong Public Offering; and +. the basis of allocations of the Hong Kong Offer Shares +to be published on the website of our Company at +www.senior798.com (6) and the website of the Stock +Exchange at www.hkexnews.hk ............................ n ol a t e rt h a n1 1 : 0 0p . m . +on Monday, 22 June 2026 +Results of allocations in the Hong Kong Pub lic Offering (with successful applicants’ +identification document numbers, where app ropriate) to be available through a variety of +channels, including: +. from ‘‘Allotment Results’’ page in the designated +results of allocations website at www.iporesults.com.hk +(alternatively: www.eipo.com.hk/eIPOAllotment )w i t h +a‘ ‘ s e a r c hb yI D ’ ’f u n c t i o nf r o m(7) ...................1 1 : 0 0p . m .o nM o n d a y ,2 2J u n e +2026 to 12 : 00 midnight +on Sunday, 28 June 2026 +EXPECTED TIMETABLE (1) +– iii – + + +--- page 6 --- +. The Stock Exchange’s website at www.hkexnews.hk and +our website at www.senior798.com (6) which will provide +links to the above mentioned websites of the H Share +R e g i s t r a r ......................................... n ol a t e rt h a n1 1 : 0 0p . m . +on Monday, 22 June 2026 +. from the allocation results telephone enquiry +line by calling +852 2862 8555 between 9 : 00 a.m. and +6 : 0 0p . m . ........................................o nT u e s d a y ,2 3J u n e2 0 2 6 , +Wednesday, 24 June 2026, +Thursday, 25 June 2026, +and Friday, 26 June 2026 +H Share certificates in respect of wholly or partially +successful applications to be dispatched or deposited into +CCASS +(7)(9) .................................. o no rb e f o r eM o n d a y ,2 2J u n e2 0 2 6 +White Form e-Refund payment instruc tions/refund cheques +in respect of wholly or partially successful applications if +the final Offer Price is less than the maximum Offer Price +per Offer Share initially paid on application (if +applicable), or wholly/partia lly unsuccessful applications +to be dispatched/collected on or before +(8)(9) ...........................o no rb e f o r e +Tuesday, 23 June 2026 +Dealings in the H Shares on the Stock Exchange expected to +c o m m e n c ea t ................................................... 9 : 0 0a . m . +on Tuesday, 23 June 2026 +Notes: +(1) Unless otherwise stated, all times and dates refer to Hong Kong local times and dates. +(2) You will not be permitted to submit your application under the White Form eIPO service through the designated +website at +www.eipo.com.hk after 11 : 30 a.m. on the last day for submitting applications. If you have already submitted +your application and obtained an application reference number from the designated website prior to 11 : 30 a.m., you +will be permitted to continue the application process (by completing payment of application monies) until 12 : 00 noon +on the last day for submitting applicatio ns, when the application lists close. +(3) If there is a ‘‘black’’ rainstorm warning or a tropica l cyclone warning signal num ber 8 or above and/or Extreme +Conditions (collectively, ‘‘ Severe Weather Signal ’’) in force in Hong Kong at any time between 9 : 00 a.m. and 12 : 00 +noon on Wednesday, 17 June 2026, the appli cation lists will not open or close on that day. For further details, see ‘‘How +to Apply for Hong Kong Offer Shares — E. Severe Weather Arrangements.’’ +(4) Applicants who apply for Hong Kong Offer Shares via HKSCC EIPO channel should refer to ‘‘How to Apply for Hong +Kong Offer Shares — A. Application for Hong Kong Offer S hares — 2. Application Channels’’ of this prospectus +(5) The Price Determination Date is expected to be on or befo re Thursday, 18 June 2026. If, for any reason, the Offer Price +is not agreed between the Overall Coordinators (for themselves and on behalf of the other Underwriters) and us by +12 : 00 noon on Thursday, 18 June 2026, the Global Offering will not proceed and will lapse. +(6) Neither of the websites nor any of the information contained on the websites forms part of this prospectus. +(7) H Share certificates will only become valid evidence of ti tle at 8 : 00 a.m. on the Listing Date provided that the Global +Offering has become unconditional and the right of ter mination described in ‘‘Underwriting — Underwriting +Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination’’ has not been exercised. +Investors who trade the H Shares on the basis of publicly available allocation details prior to the receipt of H Share +certificates or prior to the H Share ce rtificates becoming valid evidence of title do so entirely at their own risk. +(8) White Form e-Refund payment instructions/refund cheques will be issued in respect of wholly or partially successful +applications if the final Offer Price is less than the maximum Offer Price per Offer Share init ially paid on application (if +applicable), or wholly or partially unsuccessful application. +EXPECTED TIMETABLE (1) +–i v– + + +--- page 7 --- +(9) 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. Dispatch/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) dispa tched to the designated 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 h ave refund monies (if any) dispatched to the address as +specified in their application instructions in the form of refund cheques in favour 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. Dispatch/Collection of H Share +Certificates and Refund of Application Monies.’’ +The above expected timetable is a summary only. For further details of the structure of the Global +Offering, including its conditions, and the procedures for applications for Hong Kong Offer Shares, see +‘‘Structure of the Global Offering’’ and ‘‘How to Apply for Hong Kong Offer Shares’’ in this +prospectus. +If the Global Offering does not become unconditional or is terminated in accordance with its +terms, the Global Offering will not proceed. In su ch case, our Company will make an announcement +as soon as practicable thereafter. +EXPECTED TIMETABLE (1) +–v– + + +--- page 8 --- +IMPORTANT NOTICE TO PROSPECTIVE INVESTORS +This prospectus is issued by us solely in connection with the Hong Kong Public Offering and the +Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation of an offer to buy +any security other than the Hong Kong Offer Shares offered by this prospectus pursuant to the Hong +Kong Public Offering. This prospectus may not be used for the purpose of making, and does not +constitute, an offer or invitation in any other jurisdiction or in any other circumstances. No action has +been taken to permit a public offering of the Hong Kong Offer Shares in any jurisdiction other than +Hong Kong, and no action has been taken to permit the distribution of this prospectus in any +jurisdiction other than Hong Kong. The distribution of this prospectus for purposes of a public +offering and the offering and sale of the Hong Kong Offer Shares in other jurisdictions are subject to +restrictions and may not be made except as permitted under the applicable securities laws of such +jurisdictions pursuant to registration with or authorization by the relevant securities regulatory +authorities or an exemption therefrom. +You should rely only on the information contained in this prospectus to make your investment +decision. The Hong Kong Public Offering is made solely on the basis of the information contained +and the representations made in this prospectus. We have not authorised anyone to provide you with +information that is different from what is contained in this prospectus. Any information or +representation not contained nor made in this prospectus must not be relied on by you as having been +authorised by us, the Sole Sponsor, the Sponsor-Overall Coordinator, the Overall Coordinators, the +Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, the +Capital Market Intermediaries, any of our or their respective directors, officers, employees, agents, +or representatives of any of them or any other parties involved in the Global Offering. Information +contained in our website, located at +www.senior798.com, does not form part of this prospectus. +EXPECTED TIMETABLE ......................................................... i i i +CONTENTS ...................................................................... v i +SUMMARY ....................................................................... 1 +DEFINITIONS .................................................................... 1 9 +GLOSSARY OF TECHNICAL TERMS ............................................. 2 8 +FORWARD-LOOKING STATEMENTS ............................................. 3 4 +RISK FACTORS .................................................................. 3 6 +INFORMATION ABOUT THIS PROSPE CTUS AND THE GLOBAL OFFERING ..... 6 0 +WAIVERS ........................................................................ 6 4 +DIRECTORS AND PARTIES INVOL VED IN THE GLOBAL OFFERING ............ 7 4 +CORPORATE INFORMATION .................................................... 8 0 +INDUSTRY OVERVIEW .......................................................... 8 2 +REGULATORY OVERVIEW ....................................................... 9 5 +HISTORY AND CORPORATE STRUCTURE ....................................... 1 0 7 +BUSINESS ........................................................................ 1 1 4 +RELATIONSHIP WITH OUR SINGLE LARGEST SHAREHOLDERS ............... 1 8 7 +CONNECTED TRANSACTIONS ................................................... 1 9 1 +DIRECTORS AND SENIOR MANAGEMENT ...................................... 1 9 7 +SUBSTANTIAL SHAREHOLDERS ................................................. 2 1 0 +CONTENTS +–v i– + + +--- page 9 --- +SHARE CAPITAL ................................................................. 2 1 1 +CORNERSTONE INVESTORS ..................................................... 2 1 3 +FINANCIAL INFORMATION ...................................................... 2 2 1 +FUTURE PLANS AND USE OF PROCEEDS ....................................... 2 5 7 +UNDERWRITING ................................................................. 2 6 0 +STRUCTURE OF THE GLOBAL OFFERING ....................................... 2 6 8 +HOW TO APPLY FOR HONG KONG OFFER SHARES ............................ 2 7 5 +APPENDIX I — ACCOUNTANTS’ REPORT .................................... I - 1 +APPENDIX IA — UNAUDITED INTER IM FINANCIAL I NFORMATION .......... I A - 1 +APPENDIX II — UNAUDITED PRO FORMA FINANCIAL INFORMATION ...... I I - 1 +APPENDIX III — PROPERTY VALUATION REPORT ........................... III-1 +APPENDIX IV — SUMMARY OF ARTICLES OF ASSOCIATION +OF THE COMPANY ....................................... I V - 1 +APPENDIX V — STATUTORY AND GENERAL INFORMATION ................ V - 1 +APPENDIX VI — DOCUMENTS DELIVERED TO THE REGISTRAR +OF COMPANIES AND AVAILABLE ON DISPLAY .......... V I - 1 +CONTENTS +–v i i– + + +--- page 10 --- +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. You should +read the entire prospectus before you decide to invest in the Offer Shares. +There are risks associated with any investment in the Offer Shares. Some of the particular risks +in investing in the Offer Shares are set out in the s ection headed ‘‘Risk Factors’’ in this prospectus. +You should read that section carefully before you decide to invest in the Offer Shares. +OVERVIEW +We are a lithium-ion battery separator man ufacturer. We were founded in 2003 and +accumulated more than 20 years of industry experi ence in research and development, production +and sales of lithium-ion battery separators. Separator is one of the core components of lithium-ion +battery with the function of preventing physica l contact between electrodes while serving as the +electrolyte reservoir to enable ionic transport. It d irectly affects the quality, safety and production +cost of a lithium-ion battery. +The battery separator market in Chinese Mainland has maintained a steady growth trend in +recent years benefiting from positive impacts, suc h as the increasing shipment volume of new energy +vehicle (NEV), rapid growth in energy storage, and other rising of end-use demand. From 2021 to +2025, the shipment volume of battery separator i n Chinese Mainland increased from 7.6 billion m +2 to +approximately 34.6 billion m 2, representing a CAGR of 46.1%. During the Track Record Period, the +majority of our revenue was derived from the PRC, with a CAGR of 16.9% from 2023 to 2025. +During the Track Record Period, our revenu e increased by 36.7% fr om RMB2,981.9 million in +2023 to RMB4,076.8 million in 2025, representin g a CAGR of 16.9%, primarily due to the increase +in shipment volume of our coated separators and wet process separators driven by growing +downstream demand. During the same period, our ov erall average selling price of separator products +decreased from 2023 to 2024 and then remained gener ally stable in 2025, while the average selling +prices of wet process separators and coated separators continued to decline from 2024 to 2025. This +decrease was mainly attributable to intensified m arket competition as a result of supply-demand +imbalances in China. In line with the decline in a verage selling prices, our gross profit margin +decreased from 43.3% in 2023 to 28.1% in 2024, and further to 21.7% in 2025, also trended +downwards during the Track Record Period. Going forward, we plan to proactively expand our +overseas markets, where the sellin g prices of our products are generally more favourable than in the +domestic market. According to Frost & Sullivan, the oversupply and overcapacity situation in the +battery separator industry led to an industry-wide d ecline in average selling prices during the Track +Record Period, and the decrease in our average sellin g prices was consistent with the overall industry +trend. According to Frost & Sulli van, the average selling prices of s eparators in China are expected +to stabilise and slightly increase after 2026. +As an early entrant in the lithium-ion battery sector, we have established ourselves as a +recognised supplier within the global lithium-ion battery separator market. Our unique position as +one of the few companies with independent equipme nt research and design cap abilities, together with +our proprietary microporosity forming technology, has enabled us to build competitive battery +separator production lines. We excel in many key p erformance indicators for battery separators, +including thickness, porosity, thermal shrinkage, breathability and puncture strength. Utilising our +technological expertise and commitment to qualit y, we serve world-leading lithium-ion battery +manufacturers such as LG Energy Solution, Samsung SDI, AESC, Murata, SK On, SAFT, CATL, +BYD, Gotion High-tech, CALB, EV E Energy and Sunwoda. According to Frost & Sullivan, we are +the first Chinese company to master the dry proces s uniaxial stretching technology for lithium-ion +battery separators. +SUMMARY +–1– + + +--- page 11 --- +According to Frost & Sullivan, our lithium-ion battery separator shipment volume ranked +second globally for the last six years consecutive ly, with our global market share increasing from +11.0% in 2020 to 11.6% in 2025. In 2025, our Group accounted for a market share of approximately +13.5%, and ranked second in the Chinese Mainland battery separator market, according to Frost & +Sullivan. We are the first and one of the few enterpri ses in Chinese Mainland with capabilities in all +three types of lithium-ion battery separator pro duction technologies, namely dry process, wet +process and coated process separators. In 2025, our Group accounted for a market share of +approximately 21.5% in the global dry process battery separator market and 9.0% in the global wet +process battery separator market, ranking f irst and fourth globally by shipment volume, +respectively. +We have developed a clear plan for a comprehen sive network encompassing production, R&D +and customer engagement. Currently, we have established five manufacturing bases within the PRC. +Our overseas manufacturing bases in Europe, Southeast Asia and the U.S. are under construction, +demonstrating our commitment to a g lobal footprint. In terms of in novation, we have established +R&D centres in the PRC, Japan and Sweden. Our expanding network supports a broad customer +base, including more than 100 leading lithium- ion battery manufacturers worldwide. We have +established stable relationships with all the world’s top ten lithium-ion battery manufacturers in +2025 and are one of the few battery separator com panies that supply to all of the world’s top ten +lithium-ion battery manufacturers according to Frost & Sullivan. +We are committed to advancing industrial upgr ades through the application of advanced +technologies, not only in the lithium-ion battery separator industry but also membranes in other +fields. Building on our extensive expertise in lit hium-ion battery separators and guided by our core +strategy of ‘‘in-depth technology + diverse ap plications,’’ we have developed a portfolio of +solid-state electrolyte membranes and other functional membranes that spans various scenarios. +Solid-state electrolyte membrane are a type of batte ry separator used primarily in next-generation +batteries. Unlike traditional batteries that use a liquid electrolyte, our solid-state electrolyte +membranes employ a solid material to conduct i ons between the battery ’s anode and cathode. +Through our advanced technologies in functional m embranes, including heat exchange membranes +for air ventilation and energy recovery systems, w aterproof and breathable membranes for outdoor +apparel and water treatment membranes for munici pal water treatment, we aim to provide reliable +material solutions for relevant high-value indust ries, including green energy and semiconductors. +Our planned expansion into the semiconductor materials sector is an extension of our existing +expertise in advanced materials, pa rticularly those supporting the lithium-ion battery industry. See +‘‘Business — Our Core Technologies ’’. We believe that we are well positioned to support the new +business line considering the following factors. First, our robust R&D infrastructure, including +proven experience and in-house experts in poly mer chemistry and membrane science, provides a +strong foundation to support this diversification ; where new expertise is required, we can readily +expand its R&D team. Second, our in-house equip ment design capabilities allow for tailored +machinery development, ensuring flexibility an d speed in adapting to semiconductor sector needs. +Many existing production lines, originally used fo r high-precision membrane fabrication, can be +reconfigured for semiconductor material manufact uring, reducing significant new investment and +enabling faster deployment. Third, there is consid erable overlap in raw materials and core processing +technologies, supporting knowledge transfer and operational efficiency. Fourth, our established +global customer relationships, including with c ompanies already operating in or adjacent to the +semiconductor industry, open up valuable pathways to potential customers in the new sector. +Finally, our rigorous quality control systems and exp erience in meeting international standards align +well with the requirements of the semiconductor in dustry, allowing for a smooth expansion into this +business. +SUMMARY +–2– + + +--- page 12 --- +Below is an overview of our achievements. +Global Market Share +11.6% +Market share in 2025 in terms of total shipment +volume +Wet Process Ranked Fourth +Wet process separators market share ranked fourth in +2025 by shipment volume +Dry Process Ranked First +Dry process separators market share ranked first in +2025 by shipment volume +Over 2 billion m2 as of 31 December +2025 +Designed overseas annual production capacity +8 manufacturing bases +Changzhou, Jiangsu, Hefei, +Nantong, Foshan +(the above in operation) +the U.S., Malaysia, Sweden +(the above under construction) +Designed Production Capacity +R&D +First in Chinese Mainland(1) +Capabilities in dry, wet and coated process separators +manufacturing technologies +4 global R&D centres +Japan, Sweden, Shenzhen, Nantong +Among the few in the industry(1) +With self-designed equipment +Manufacturing +100+ +Lithium-ion battery customers globally +Top 10 +Global lithium-ion battery manufacturers have built +stable relationship with us +Customer +Note: +(1) In 2025, according to Frost & Sullivan. +COMPETITIVE STRENGTHS +We believe that our business success and market position are underpinned by the following key +strengths: +. We are a competitive lithium-ion battery separator provider, underpinned by over 20 +years of R&D and a proven track record of serving world-leading battery manufacturers +. We have a comprehensive and optimised prod uct portfolio that covers comprehensive +demand of downstream lithium-ion battery customers in various scenarios +. We have established a three-pronged innovation ecosystem, enabling us to maintain our +R&D capabilities, generate numerous high-qua lity research outcomes and build extensive +technological reserves +. We are one of the few enterprises in the indu stry with independent equipment research +and design capabilities +SUMMARY +–3– + + +--- page 13 --- +. Our production and R&D network lay the foundation for our services to overseas +customers +. We have an experienced and visionary management team and have established a robust +talent incentive mechanism to pro mote sustainable development +GROWTH STRATEGIES +We plan to implement the following strategies: +. Continue to invest in the R&D of key technologies for lithium-ion battery separator +products, production equipment, raw materi al, solid-state battery membranes and other +functional membranes +. Strengthen our relationships with existi ng customers, accelerate overseas market +expansion and actively pursue new customers worldwide +. Actively seize opportunities in the new energy industry to further implement our global +strategies and develop global operating capabilities +. Actively expand our semiconductor materials business and explore opportunities within +the industry, insist on ‘‘new energy + semic onductors’’ policy to create a second growth +curve +OUR BUSINESS +During the Track Record Period, we offer our cu stomers a comprehensive product portfolio of +lithium-ion batteries separators that are designe d and manufactured in-house. The table below sets +forth certain details of our products. +Products Series Main Specifications Applications Advantages +Dry Process Separator + Thickness: 3–40 μm Batteries for EVs, electric +bicycles, power tools, +consumer electronics +and energy storage +High melting point +temperature and +consistent quality +Wet Process Separator +Thickness: 3–25 μm Batteries for EVs, power +tools and high-end +consumer electronics +High strength, high +porosity and +adjustable pore size +Coated Separator +Thickness: 5–25 μm Batteries for EVs, +consumer electronics +and energy storage +batteries with higher +safety requirements +High safety, high +wettability and +adjustable coating +thickness +Our separators are widely used in lithium-ion batteries for transportation vehicles, electrical +energy storage facilities, consumer electronics s uch as smartphones and l aptops and industrial +machinery such as cranes and forklifts. Our compre hensive product offerings can meet the varied +and specific demands of our customers, namely the lithium-ion battery manufacturers, based on the +end use of their batteries. +We pride ourselves on being a reliable partner to other players in the lithium-ion battery value +chain. Given the essential role of battery separa tors in the lithium-ion battery, the downstream +lithium-ion battery manufacturers place great emp hasis on the selection of suppliers of separators. +SUMMARY +–4– + + +--- page 14 --- +In addition to our traditional lithium-ion batteries separators, we maintain a forward-looking +product portfolio covering semi-solid-state electrol yte separators, solid-state electrolyte membranes +and other functional membranes in non-lithium battery fields, including heat exchange membranes, +waterproof and breathable membranes and water treatment membranes, with all products estimated +to be designed and manufactured in-house. See ‘‘ Business — Our Core Technologies — Solid-State +Battery Technologies ’’ and ‘‘—Function Membrane Technologies ’’ for more details. +CORE TECHNOLOGIES +With in-house experts across various disciplines, we have independently developed a series of +key technologies in relation to the manufacturing of lithium-ion battery separators, such as the +microporosity forming tech nology and nanofibre coat ing technology. Utilising the core technologies +that we developed, we have also designed key manufacturing equipment in-house. +We have also developed key solid-s tate battery technologies, inc luding solid-state electrolyte +membranes and semi-solid-state electrolyte separat ors. Using these advancements, we have achieved +significant progress in both areas. +We are leveraging our expertise in battery sepa rators to expand into fu nctional membranes, +making advances in heat exchange, waterproof and breathable, and water treatment membranes. +RESEARCH AND DEVELOPMENT +We are dedicated in the R&D of the underlying t echnologies, product development and design +of manufacturing equipment for lithium-ion battery separators and other functional membranes. In +addition, we pay increasing attention to the R&D of other relevant products, including solid-state +electrolyte membranes and semi-solid-state electr olyte separators and semiconductor materials. We +are devoted to strengthening our R&D capabilitie s by enhancing our global R&D teams, centres and +platforms, through which we gain access to the l atest knowledge and technologies in polymer +materials, new energy, nanotechnology, lithium-i on battery and semi-solid-state and solid-state +battery. +We continue to invest substantial capital in R&D and innovation. For the years ended 31 +December 2023, 2024 and 2025, our research and development expenses amounted to RMB242.5 +million, RMB248.0 million and RMB278.4 million, respec tively, representing 8.1%, 7.1% and 6.8% +of our revenue for the same periods, respectively. +The manufacturing of lithium-ion battery separa tors requires expertise from various fields, +including polymer science, materials processing, nanotechnology, electrochemistry, surface and +interface science, mechanical en gineering and automatic control engineering. To support our R&D +efforts, we have assembled a team of professionals with backgroun ds in these disciplines. As at 31 +December 2025, we had an R&D team of 699 members, accounting for approximately 13.7% of our +total employees. +Our R&D capabilities have enabled us to independe ntly develop a series of key technologies in +relation to the manufacturing of lithium-ion batte ry separators. Our R&D ca pabilities lay a strong +foundation for our continuous business expansio n in the mid- to high-end markets both domestically +and overseas. We will continue to strengthen our competitiveness by improving our R&D +capabilities. See ‘‘ Business — Research and Development ’’ for more details. +MANUFACTURING +The manufacturing processes of lithium-ion batte ry separators are mainly categorised by three +different manufacturing techniques: the dry process, the wet process and the coating process, +whereas coating refers to an additional process applied in base film separators produced from dry or +wet processes. We adopt a ‘‘make-to-order’’ strat egy to process customer orders and have developed +an ISO production process management control s ystem. After an order is placed by a customer, we +will develop a production plan with customised raw material formulas, arrange for procurement of +SUMMARY +–5– + + +--- page 15 --- +raw materials based on the plan, produce separators with suitable processes, conduct comprehensive +product quality checks and deliver our products to customers. This allows us to manage our +production cost and improve our operating efficiency. +We have established a layout of manufacturing fa cilities in several areas of Chinese Mainland +to provide our customers with a wide range of b attery separator products. To satisfy the +fast-growing demand of our overseas customers, w e plan to build new manufacturing facilities to +further expand our production capacity and provide our target customers with comprehensive +services using localised supply and support ing facilities. Our U.S., Malaysia and Sweden +manufacturing bases are under construction an d are expected to commence production from the +end of 2026 to the first half of 2027. See ‘‘ Business — Manufacturing Facilities ’’ for more details. +CUSTOMERS AND SUPPLIERS +In the years ended 31 December 2023, 2024 and 2025, our top five customers in each year +together generated RMB1,903.5 million, RMB1 ,785.9 million and RMB2, 485.0 million of revenues, +respectively, accounting for 63.8%, 50.9% and 6 0.8% of our total revenue, respectively. In 2023, +2024 and 2025, revenue from our largest custo mer in each year amounted to RMB795.2 million, +RMB460.4 million and RMB669.5 million, accounti ng for 26.7%, 13.1% and 16.4% of our total +revenue, respectively. See ‘‘ Business — Customers ’’ for more details. +During the Track Record Period, we purchase r aw and other auxiliary materials directly from +our suppliers. The main raw materials used for production of lithium-ion battery separators include +thermal plastics such as PP and PE, additives, pac kaging and auxiliary production materials. In the +years ended 31 December 2023, 2024 and 2025, purchases from our top five suppliers in each year +amounted to RMB499.7 million, RMB715.4 million and RMB919.3 million, respectively, +representing 47.5%, 44.2% and 48.0% of our total purchases of raw materials, respectively. In +addition, purchases from our largest supp lier in each year amounted to RMB208.5 million, +RMB210.6 million and RMB262.2 million respectivel y, representing 19.8%, 13.0% and 13.7% of +our total purchases of raw materials in 2023, 2024 and 2025, respectively. See ‘‘ Business — Raw +Materials and Suppliers ’’ for more details. +PRICING +We have developed a standardised pricing refer ence for our sales and marketing team. We set +prices based on the acceptability by our customers on one hand and our profitability on the other +hand, taking into account a number of factors incl uding, among others, costs of raw materials, size +of purchase orders, customer purchase quantities, customer relationships, market competition and +the prevailing market prices for separators in the ta rget sales regions. In a ddition, we reserve the +right to further adjust the prices for our product s when we observe dramatic fluctuations in the +market prices of key raw materials. +COMPETITION +Promoted by favourable regulatory policies and rapid development in downstream application +scenarios, the global battery separator market h as achieved a remarkable growth in total shipment +volume in recent years. According to Frost & Sulli van, the market size of global battery separator +industry by shipment volume increased from 10.9 billion m +2 in 2021 to 40.3 billion m 2 in 2025 at a +CAGR of 38.7%. In 2025, Chinese Mainland led th e global battery separator market in terms of +shipment, accounting for around 85.9% of the market share. As global demands increase, in the +future, the market share of other regions outside Chinese Mainland is expected to increase from +14.1% to 31.1% from 2025 to 2030. +We operate in concentrated markets and ar e subject to competition from separator +manufacturers around the worl d. According to Frost & Sullivan, the total shipment volume of +global battery separator industry r eached approximately 40.3 billion m 2 in 2025, with the top five +market players accounted for approximately 67.2% of the total shipment volume of global battery +separator market. In 2025, our Group ranked seco nd in the global battery separator market and +accounted for 11.6% of the market share. In Chinese Mainland, the total shipment volume of battery +SUMMARY +–6– + + +--- page 16 --- +separators reached approximately 34.6 billion m 2 in 2025, according to Frost & Sullivan, with the +top five market players accounted for approximately 78.1% of the total shipment volume of Chinese +Mainland battery separator market. For more information on the competitive landscape of our +industry, see ‘‘Industry Overview ’’ for details. +With the introduction of new technologies an d entry of new market participants, we expect +competition to continue to intensify in the future. However, leveraging our strong R&D capabilities, +production capacities, core technology advantage s, global strategic layout, proven go-to-market +strategies, established and extensive customer and supplier relationships, a wide spectrum of product +portfolio and experienced management team an d talent pool, we believe we are positioned +favourably in market competition. +SUMMARY OF HISTORICAL FINANCIAL INFORMATION +The summary of consolidated financial inf ormation should be read together with the +consolidated financial information to the Accountants’ Report set out in Appendix I to this +document, including the accompanying notes and the information set out in ‘‘ Financial Information ’’ +in this document. +Summary of Consolidated Statements of Comprehensive Income Items +The following table sets forth a summary of our results of operations in absolute amounts for +the periods indicated. +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Revenue ............................................ 2,981,863 3,506,153 4,076,845 +Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,691,456) (2,521,858) (3,193,640) +Gross profit ......................................... 1,290,407 984,295 883,205 +Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 213,294 182,866 183,947 +Net impairment losses (recognised)/reversed on financial assets . . . . . (12,729) (62,760) 7,038 +O t h e r( l o s s e s )a n dg a i n s ,n e t ............................. ( 6 3 , 3 1 2 ) 3 6 , 4 7 8 1 8 , 6 2 7 +Research and development expenses . . . . . . . . . . . . . . . . . . . . . . . . (242,464) (248,024) (278,380) +General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . (330,869) (314,837) (431,709) +S e l l i n ge x p e n s e s ...................................... ( 3 8 , 7 2 8 ) ( 3 7 , 1 1 2 ) ( 4 2 , 8 0 5 ) +Share of results of associates and joint venture, net . . . . . . . . . . . . . (1,940) (1,349) (1,200) +F i n a n c ec o s t s........................................ ( 9 6 , 6 1 1 ) ( 1 3 2 , 5 3 8 ) ( 2 1 8 , 2 6 0 ) +Profit before income tax ................................. 717,048 407,019 120,463 +Income tax (expense)/credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (123,353) (36,311) 22,647 +Profit for the year ..................................... 593,695 370,708 143,110 +Non-IFRS Measure +To supplement our consolidated financial statements, which are presented in accordance with +IFRS, we also use adjusted net profit (non-IFRS measure) as additional financial measure, which is +not required by, or presented in accordance with IFRS. We believe that the non-IFRS measure +provides useful information to investors and others in understanding and evaluating our +consolidated results of operations in the same manner as they help our management. However, +our presentation of adjusted net profit (non-I FRS measure) may not be comparable to similarly +titled measures presented by other companies. Th e use of such non-IFRS measures has limitations as +an analytical tool, and you should not consider it in isolation from, or as a substitute for an analysis +of, our results of operations or financial condition as reported under IFRS. +SUMMARY +–7– + + +--- page 17 --- +We define adjusted net profit (non-IFRS measure) as net profit for the periods adjusted by +adding back equity settled share-based compensatio n, which is a non-cash item, and listing expenses. +The following table reconciles our adjusted net profit (non-IFRS measure) for the periods indicated. +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Reconciliation of net profit to adjusted net profit (non-IFRS measure) +Net profit for the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 593,695 370,708 143,110 +Add: +Equity settled share-based +c o m p e n s a t i o n...................................... 4 , 8 1 1 1 1 , 9 8 2 3 9 , 9 0 6 +L i s t i n ge x p e n s e s...................................... — — 9 7 4 +Adjusted net profit (non-IFRS measure) ...................... 598,506 382,690 183,990 +Revenue +During the Track Record Period, we generated revenue from sales of lithium-ion battery +separators, including dry proces s separators, wet process separators and coated separators. +Revenue by product category +The table below sets forth the breakdown of the revenue by product category for the periods +indicated. +Year ended 31 December +2023 2024 2025 +RMB’000 % RMB’000 % RMB’000 % +Coated separators . . . . . . . . . . . . . . . . . . . 1,837,029 61.6 2,541,055 72.5 3,017,028 74.0 +Wet process separators . . . . . . . . . . . . . . . 469,107 15.7 495,103 14.1 593,228 14.6 +Dry process separators . . . . . . . . . . . . . . . 675,727 22.7 469,995 13.4 466,589 11.4 +Total ............................ 2,981,863 100.0 3,506,153 100.0 4,076,845 100.0 +Sales Volume and Average Selling Price +The following table sets forth the sales volume and average selling price by product category +during the periods indicated. +Y e a re n d e d3 1D e c e m b e r +2023 2024 2025 +Revenue +Sales +volume +Average +selling +price Revenue +Sales +volume +Average +selling +price Revenue +Sales +volume +Average +selling +price +RMB’000 thousand m 2 +RMB +per m 2 RMB’000 thousand m 2 +RMB +per m 2 RMB’000 thousand m 2 +RMB +per m 2 +C o a t e dS e p a r a t o r s .......... 1 , 8 3 7 , 0 2 9 8 9 0 , 4 2 9 2 . 0 6 2 , 5 4 1 , 0 5 5 2 , 0 3 2 , 6 1 2 1 . 2 5 3 , 0 1 7 , 0 2 8 2 , 5 5 7 , 5 9 8 1 . 1 8 +W e tP r o c e s sS e p a r a t o r s ....... 4 6 9 , 1 0 7 4 4 3 , 9 3 7 1 . 0 6 4 9 5 , 1 0 3 6 1 0 , 9 7 9 0 . 8 1 5 9 3 , 2 2 8 8 2 8 , 9 8 1 0 . 7 2 +D r yP r o c e s sS e p a r a t o r s ....... 6 7 5 , 7 2 7 1 , 1 9 4 , 1 6 4 0 . 5 7 4 6 9 , 9 9 5 1 , 3 4 2 , 3 5 4 0 . 3 5 4 6 6 , 5 8 9 1 , 2 7 8 , 0 7 7 0 . 3 7 +Total .................. 2,981,863 2,528,530 1.18 3,506,153 3,985,945 0.88 4,076,845 4,664,656 0.87 +Revenue from our sales of dry process separat ors remained stable at RMB470.0 million in 2024 +and RMB466.6 million in 2025, primarily due to a slig ht decrease in sale volume as we proactively +controlled production volume in consideration of downstream demand trend, partially offset by a +slight increase in average selling price in line with t he broader industry trend according to Frost & +Sullivan. According to Frost & Su llivan, the average selling prices for separators in China are +expected to stabilize and slightly increase after 2026. +SUMMARY +–8– + + +--- page 18 --- +Revenue by geographic region of our shipment destination +During the Track Record Period, we generated most of our revenue from Chinese Mainland. +The table below sets forth a breakdown of our revenue by geographic region of our shipment +destination for the periods indicated. +Year ended 31 December +2023 2024 2025 +RMB’000 % RMB’000 % RMB’000 % +Chinese Mainland . . . . . . . . . . . . . . . . . . . 2,512,646 84.3 3,105,179 88.6 3,508,624 86.1 +Others (1) ......................... 4 6 9 , 2 1 7 1 5 . 7 4 0 0 , 9 7 4 1 1 . 4 5 6 8 , 2 2 1 1 3 . 9 +Total ............................ 2,981,863 100.0 3,506,153 100.0 4,076,845 100.0 +Note: +(1) Others primarily consisted of South Korea, Japan, SEA and Europe. +The following table sets forth the sales volume and average selling price by geographic region of +our shipment destination during the years indicated. +Y e a re n d e d3 1D e c e m b e r +2023 2024 2025 +Revenue +Sales +volume +Average +selling +price Revenue +Sales +volume +Average +selling +price Revenue +Sales +volume +Average +selling +price +RMB’000 thousand m 2 +RMB +per m 2 RMB’000 thousand m 2 +RMB +per m 2 RMB’000 thousand m 2 +RMB +per m 2 +C h i n e s eM a i n l a n d.......... 2 , 5 1 2 , 6 4 6 2 , 2 9 7 , 6 1 9 1 . 0 9 3 , 1 0 5 , 1 7 9 3 , 7 6 2 , 8 7 3 0 . 8 3 3 , 5 0 8 , 6 2 4 4 , 3 2 8 , 8 3 7 0 . 8 1 +O t h e r s ................. 4 6 9 , 2 1 7 2 3 0 , 9 1 2 2 . 0 3 4 0 0 , 9 7 4 2 2 3 , 0 7 2 1 . 8 0 5 6 8 , 2 2 1 3 3 5 , 8 1 9 1 . 6 9 +Total .................. 2,981,863 2,528,530 1.18 3,506,153 3,985,945 0.88 4,076,845 4,664,656 0.87 +We experienced an increasing trend in sales v olume in Chinese Mainland during the Track +Record Period, primarily due to (i) increase in orders from existing customers to support new +product launch, driven by the overall growth of EV and energy storage markets, and (ii) expanded +production capacity for coated separator s in 2024 to better fulfill customer demand. +Our overseas sales volume decreased slightly in 2024, primarily due to the reduction in orders +from one of our major overseas customers in 2024, who experienced deterioration of operating +conditions and filed for bankruptcy. Our overseas sales volume increased from 2024 to 2025, +primarily due to increase in orders from existing o verseas customers to support new product launch. +Our average selling price of our separator produc ts experienced a declining trend from 2023 to +2024 and remained stable in 2025. Such decrease from 2023 to 2024 primarily due to the intensive +market competition driven by supply-demand imb alances. According to Frost & Sullivan, from 2022 +to 2024, Chinese mainland battery separator industry’s production capacity expanded at a CAGR of +63.8%, surpassing the 35.8% increase in shipment s. This oversupply exerted downward pressure on +selling prices. Our average selling price of our sep arator products remain ed stable at 2025. In +particular, the average selling prices of wet process separators and coated sep arators continued their +declining trend from 2024 to 2025 primarily due to the intensive market competition driven by +supply-demand imbalances, while the average se lling price of dry process separators recorded a +slight increase over the same period, broadly in line with the overall market according to Frost & +Sullivan, as the market imbalance for dry process s eparator gradually improves. According to Frost +& Sullivan, both the price range of, and the overall percentage change in, the average selling prices of +our separator products during the Track Record Period were generally in line with those of +comparable products in the industry, taking in to account technical sp ecifications, product +positioning and cost structure. +SUMMARY +–9– + + +--- page 19 --- +In contrast, for overseas battery separator mar ket, industry experienced strong shipment +growth with relatively slower capacity expansion between 2022 and 2024. According to Frost & +Sullivan, from 2022 to 2024, shipments of battery separator from other regions outside China +expanded at a CAGR of 10.0%, surpassing the 6.7 % increase in production capacity, creating +increasing opportunities to secure supply loca lly due to fast-growing demand from downstream +battery manufacturers. See ‘‘Industry Overview.’’ This supply-demand dyna mic resulted in average +selling prices overseas that are significantly high er than those in Chinese Mainland. According to +Frost & Sullivan, as domestic overcapacity intensifi es, Chinese separator manufacturers have begun +expanding overseas, which may exert incremental p ricing pressure on overseas markets over time. +However, the supplier qualification and certif ication process requir ed by downstream battery +manufacturers is typically longer in overseas ma rkets as compared to domestic customers, and the +resulting high switching costs create meaningful barriers to competition that support the price +premium. +In the future, we anticipate that expanding our production capacity overseas will further +strengthen our ability to capture higher-marg in opportunities and improve overall product +profitability. +Gross Profit and Gross Profit Margin +The following table sets forth our gross profit and gross profit margin by product category for +the periods indicated. +Year ended 31 December +2023 2024 2025 +Gross +profit +Gross +profit +margin +Gross +profit +Gross +profit +margin +Gross +profit +Gross +profit +margin +RMB’000 % RMB’000 % RMB’000 % +Coated separators . . . . . . . . . . . . . . . . . . . 829,349 45.1 690,147 27.2 645,427 21.4 +Wet process separators . . . . . . . . . . . . . . . 224,177 47.8 199,340 40.3 208,613 35.2 +Dry process separators . . . . . . . . . . . . . . . 236,881 35.1 94,808 20.2 29,165 6.3 +Total ............................ 1,290,407 43.3 984,295 28.1 883,205 21.7 +Our gross profit margin decreased from 28. 1% in 2024 to 21.7% in 2025, primarily due to (i) +the decrease in the average selling prices for wet process separators and coated separators as a result +of market competition, and (ii) changes in our average production costs, including an increase in our +average production costs for dry process separator s resulting from our planned reduction in the total +output volume of dry process separators only in response to declining customer demand. As part of +our efforts to manage oversupply, we ceased product ion at our Shenzhen manufacturing base in 2025 +where dry process separators constituted the majority of the production capacity, which led to fixed +costs being spread over a lower production volume and consequently elevated the per-unit cost, +while the average production cost for wet process separators and coated separators remained +relatively stable with in creasing sales volume. +Our gross profit margin decreased from 43.3% in 2023, and further to 28.1% in 2024, primarily +due to the decrease in the average selling prices of our products exceeded the decrease in production +costs as a result of market competition. +The following table sets forth our gross profit and gross profit margin by geographic region of +our shipment destination during the years indicated. +Year ended 31 December +2023 2024 2025 +Gross +profit +Gross +profit +margin +Gross +profit +Gross +profit +margin +Gross +profit +Gross +profit +margin +RMB’000 % RMB’000 % RMB’000 % +Chinese Mainland . . . . . . . . . . . . . . . . . . . 1,058,856 42.1 786,297 25.3 703,653 20.1 +O t h e r s ........................... 2 3 1 , 5 5 1 4 9 . 3 1 9 7 , 9 9 8 4 9 . 4 1 7 9 , 5 5 2 3 1 . 6 +Total ............................ 1,290,407 43.3 984,295 28.1 883,205 21.7 +SUMMARY +–1 0– + + +--- page 20 --- +Our gross profit margin for Chinese Mainland decreased during the Track Record Period, +primarily due to (i) a decrease in average selling p rices as a result of market competition driven by +supply and demand imbalances for all product categories from 2023 and 2024, and for wet process +separators and coated separators from 2024 and 2025, and (ii) an increase in our average production +costs for dry process separators in 2025, resulting from a planned reduction in output volume in +response to declining customer demand for dry process separators. +Our gross profit margin for overseas sales remained relatively stable from 2023 to 2024. Our +gross profit margin for overseas sales decreased from 2024 to 2025 mainly because (i) our average +selling price for overseas sales declined as a result o f more competitive pricing to secure new overseas +customers and increase our market share, and (ii) an increase in our average production costs for dry +process separators in 2025, resulting from a pl anned reduction in output volume in response to +declining customer demand f or dry process separators. +Other Income +Our other income amounted to RMB213.3 million, RMB182.9 million and RMB183.9 million +in 2023, 2024 and 2025, respectively. Our other in come mainly consisted of (i) interest income +relating to deposits, (ii) government grants relating to our business operation and support of R&D +activities, with all conditions attached being ful filled. Our government grants consisted of both (a) +one-off grants, which were received on a one-off b asis, comprising (I) grants in respect of specific +activities such as R&D projects, in dustrial production and talent recruitment, which are recognised +directly in our consolidated statements of compre hensive income upon fulfilment of the relevant +conditions, amounting to appr oximately RMB74.4 million, RMB50.1 million and RMB45.7 million +in 2023, 2024 and 2025, respectively, and (II) gr ants in respect of govern ment-subsidised asset +acquisitions, which are initially recognised as de ferred revenue and amortised into our consolidated +statements of comprehensive income over the useful lives of the relevant assets, with amortisation +amounting to approximately RMB26.7 millio n, RMB33.8 million and RMB53.3 million in 2023, +2024 and 2025, respectively, both of which we may continue to apply for in the future based on our +business operations, and (b) recurring grants, which are received and recognised annually in our +consolidated statements of comprehensive inc ome, amounting to RMB0.7 million, RMB0.5 million +and RMB0.8 million in 2023, 2024 and 2025, respectiv ely. It mainly comprised employment-related +subsidies, which we expect to continue to recei ve going forward, (iii) rental income and (iv) +value-added tax (VAT) reduction. +Profit For the Year +Our profit for the year decreased by 61.4% from RMB370.7 million i n 2024 to RMB143.1 +million in 2025, primarily due to (i) a decrease in gros s profit as the decrease in the average selling +prices as a result of market competition, (ii) an in crease in general and administrative expenses +resulting from (a) an increase in employee benefit expenses resulting from (I) increased average +employee remuneration, driven by the recruitmen t of employees for more s pecialized roles with +higher remuneration packages in connection w ith our overseas expansion and group-level +management enhancement; and (II) an increase in number of general and administrative +personnel; and (b) an increase in depreciation an d amortisation, which mainly arose from the +conversion of construction-in-progress at our Shenzhen, Nantong, Foshan and Sweden +manufacturing bases into fixed assets, including office facilities at our Shenzhen, Nantong and +Foshan base, and certain equipment at our Swede n base; and (iii) an increase in finance costs, +resulting from an increase in bank borrowings for construction of manufacturing bases and an +increase in other borrowings arising from our s ale and leaseback arrangements for production +equipment in line with our expansion of production scale. +Our profit for the year decreased by 37.6% from RMB593.7 million i n 2023 to RMB370.7 +million in 2024, primarily due to a decrease in gross p rofit as the decrease in the average selling +prices of our products exceeded the decrease in production costs as a result of market competition. +SUMMARY +–1 1– + + +--- page 21 --- +Summary of Consolidated Statements of Financial Position +The following table sets forth a summary of our consolidated statement of financial position as +at the dates indicated. +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +T o t a ln o n - c u r r e n ta s s e t s ............................ 1 0 , 5 2 6 , 9 3 5 1 5 , 6 0 3 , 4 5 4 1 8 , 7 0 9 , 4 0 1 +T o t a lc u r r e n ta s s e t s ................................ 7 , 4 1 8 , 5 2 7 7 , 5 4 2 , 0 8 1 6 , 0 8 3 , 7 0 9 +Total assets ..................................... 17,945,462 23,145,535 24,793,110 +Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 3,964,513 7,113,391 7,133,225 +T o t a lc u r r e n tl i a b i l i t i e s ............................. 4 , 0 2 2 , 1 7 2 6 , 0 6 1 , 0 2 2 7 , 5 1 9 , 1 3 3 +Total liabilities ................................... 7,986,685 13,174,413 14,652,358 +Net current assets/(liabilities) ......................... 3,396,355 1,481,059 (1,435,424) +Net assets ...................................... 9,958,777 9,971,122 10,140,752 +We record net current assets of RMB1,481.1 million as at 31 December 2024 and net current +liabilities of RMB1,435.4 million as at 31 Decembe r 2025, primarily due to (i) an increase in +borrowings to support construction of manufacturing bases, and (ii) a decrease in cash and cash +equivalents primarily due to capital expenditure i n connection with the construction of our Foshan +and Malaysia manufacturing bases and acquisitio n of production equipment, partially offset by a +decrease in other payables and accruals, resulting from a decrease in payables for acquisition of +non-current assets as a result of our settlement with suppliers. +Our net current assets decreased by 56.4% fr om RMB3,396.4 million as at 31 December 2023 to +RMB1,481.1 million as at 31 December 2024, prima rily due to (i) an increase in borrowings for +construction of manufacturing bases, (ii) a decrea se in time deposits to support construction of +manufacturing bases, and (iii) an increase in ot her payables and accrua ls resulting from (i) an +increase in construction and equipment payables for manufacturing bases, and (ii) an increase in +endorsed notes receivable we used to settle payment s with suppliers that have not been derecognized +and not yet due, partially offset by an increase in cash and cash equivalents. +Our net assets remained relatively stable at RMB9,958.8 million as at 31 December 2023, +RMB9,971.1 million as at 31 December 2024, prima rily due to profit for the year of RMB370.7 +million, partially offset by dividends declared of RMB295.4 million. +Our net assets remained relatively stable at RMB9,971.1 million as at 31 December 2024 and +RMB10,140.8 million as at 31 December 2025, primar ily due to (i) profit for the period of RMB143.1 +million and (ii) other comprehensive income for t he period of RMB330.6 million, partially offset by +repurchase of shares of RMB300.0 million. See the Co nsolidated Statements of Changes in Equity to +the Accountants’ Report set out in Appendix I to this prospectus for more details. +Summary of Consolidated Statements of Cash Flows +The table below sets forth a summary of our consolidated statements of cash flows for the years +indicated. +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Net cash flows generated from operating activities . . . . . . . . . . 1,134,074 368,444 752,512 +N e tc a s hf l o wu s e di ni n v e s t i n ga c t i v i t i e s ................. ( 3 , 7 9 1 , 5 1 1 ) ( 2 , 4 4 4 , 2 3 5 ) ( 3 , 2 6 9 , 5 6 0 ) +Net cash flows generated from financing activities . . . . . . . . . . 3,081,322 3,031,016 1,060,852 +Net increase/(decrease) in cash and cash equivalents. . . . . . . . . 423,885 955,225 (1,456,196) +Cash and cash equivalents at beginning of year ............. 1,293,953 1,744,409 2,650,754 +E f f e c to ff o r e i g ne x c h a n g er a t ec h a n g e s ,n e t .............. 2 6 , 5 7 1 ( 4 8 , 8 8 0 ) ( 6 , 8 8 7 ) +Cash and cash equivalents at end of year ................. 1,744,409 2,650,754 1,187,671 +SUMMARY +–1 2– + + +--- page 22 --- +KEY FINANCIAL RATIOS +The following table sets forth our key financial ratios as at the dates or for the periods +indicated: +As at/Year ended 31 December +2023 2024 2025 +Gross profit margin (1) .............................. 4 3 . 3 % 2 8 . 1 % 2 1 . 7 % +N e tp r o f i tm a r g i n(2) ............................... 1 9 . 9 % 1 0 . 6 % 3 . 5 % +Return on equity (3) ................................ 6 . 4 % 3 . 7 % 1 . 4 % +Current ratio (4) ................................... 1 . 8 1 . 2 0 . 8 +Liability-to-asset ratio (5) ............................ 4 4 . 5 % 5 6 . 9 % 5 9 . 1 % +Gearing ratio (6) .................................. 6 0 . 8 % 1 0 7 . 3 % 1 2 2 . 4 % +Interest coverage ratio (7) ............................ 8 . 4 4 . 1 1 . 6 +Notes: +(1) Gross profit margin was calculated based on gross pro fit divided by revenue for the respective year/period and +multiplied by 100%. +(2) Net profit margin was calculated based on net profit divided by revenue for the respective year/period and multiplied by +100%. +(3) Return on equity was calculated based on net profit of the respective year/period, divided by the arithmetic mean of the +opening and closing balances of tot al equity and multiplied by 100%. +(4) Current ratio was calculated based on t he total current assets divided by the to tal current liabilities as at the relevant +dates. +(5) Liability-to-asset ratio was calculated based on total li abilities divided by total asset s as of the relevant dates and +multiplied by 100%. +(6) Gearing ratio equals total debt, including total borrowings a nd lease liabilities, for the period divided by total equity for +the period and multiplied by 100%. +(7) Interest coverage ratio represents profit before finance costs (expensed only) and income tax divided by finance costs +(expensed only) for the relevant period. +RISK FACTORS +Our operations and the Global Offering involve cer tain risks and uncertainties, including (i) +risks relating to our business and industry, (ii) ri sks relating to where we conduct business, and (iii) +r i s k sr e l a t i n gt ot h eG l o b a lO f f e r i n g ,w h i c ha r es e to u ti nt h es e c t i o nh e a d e d‘ ‘ R i s kF a c t o r s ’ ’i nt h i s +prospectus. You should read that section in its entirety carefully before you decide to invest in the +Offer Shares. Some of the major risks we face include, but are not limited to: +. The average selling price of our products m ay face downward pressure, which will +adversely affect our profit margins, result of operations and financial condition. +. All of our revenue is derived from lithium-ion battery separators. Such relatively +homogeneous product mix may cause risks in relation to policy restrictions and shifts in +market demands. +. Our business is subject to the market forces in the new energy vehicle and energy storage +industries and our results are dependent in part on the changes in our customers’ +industries and market demand for their end products. +. If we fail to keep up with rapid changes in technologies or adapt our technology to +emerging industry standards, or if our efforts to invest in new technologies are +unsuccessful or ineffective, or if lithium-ion batteries are replaced by other types of +battery, our business may be materially and adversely affected. +. We may be subject to intellectual propert y infringement claims, which could be +time-consuming or costly to defend and may result in the diversion of our financial and +management resources. +. Our interest-bearing indebtedness exposes us to interest rate risk in relation to our +floating-rate debt, and our level of indebte dness may prevent us from meeting relevant +obligations under our indebtedness, whic h may adversely affect our ability to raise +additional capital to fund our operations. +. We face various risks associated with our inter national operations, and our inability to +effectively manage and contain them could adversely affect our business and performance. +. Failure to compete effectively may materially an d adversely affect our business, financial +condition, results of operations and prospects. +SUMMARY +–1 3– + + +--- page 23 --- +. We are subject to risks associated with internat ional trade policies, geopolitics and trade +protection measures, export control and economic or trade sanctions. +. Our efforts in developing and investing in research and development may not be effective. +USE OF PROCEEDS +After deducting the underwriting commissions and other estimated offering expenses payable +by us in connection with the Global Offering, a nd assuming an Offer Price of HK$8.98 per Offer +Share, we estimate that we will receive net proceeds of approxima tely HK$1,262.9 million +(equivalent to RMB1,098.7 million) from the Globa l Offering. We intend to use the proceeds from +the Global Offering for the purposes and in the amounts set forth below: +. approximately 28.0%, or HK$353.6 million, w ill be allocated for strengthening our R&D +capabilities in solid-state electrolyte m embranes, other functional membranes and +next-generation lithium-ion battery separator products; +. approximately 27.0%, or HK$341.0 million, w ill be allocated for the expansion of our +overseas network, specifically in Malaysia and the U.S.; +. approximately 20.0%, or HK$252.6 million, w ill be allocated for investments in +companies specialising in new battery se parator materials and semiconductor; +. approximately 15.0%, or HK$189.4 million, w ill be used to repay the fixed asset loan for +our Sweden manufacturing base; and +. approximately 10.0%, or HK$126.3 million, will be allocated for general working capital +and general corporate purposes. +See ‘‘Future Plans and Use of Proceeds — Use of Proceeds ’’ for more details. +OUR LISTING ON THE SHENZHEN STOCK EXCHANGE AND SIX SWISS EXCHANGE AND +REASONS FOR THE LISTING ON THE STOCK EXCHANGE +Our Company has been listed on ChiNext of the Shenzhen Stock Exchange and the SIX Swiss +Exchange since 2016 and 2023, respectively. We seek to be listed on the Hong Kong Stock Exchange +in order to further advance our global strategic lay out, establish an international capital operation +platform, and enhance our comprehens ive competitiveness. please see ‘‘ Business — Our Growth +Strategies ’’ and ‘‘Future Plans and Use of Proceeds ’’ for more details. +Our Directors confirmed that as a t the Latest Practicable Date, we had no instances of material +non-compliance with the rules of the Shenzhen Stock Exchange and SIX Swiss Exchange and other +applicable securities laws and regulations of the P RC and Switzerland in any material respects, and, +to the best knowledge of our Directors having made all reasonable enquiries, there was no material +matter that should be brought to the investors’ atte ntion in relation to our compliance record on the +Shenzhen Stock Exchange and SIX Swiss Exch ange. Based on the independent due diligence +conducted by the Sole Sponsor, nothing has come to the Sole Sponsor’s attention that would cause it +to disagree with our Directors’ confirmation wit h regard to the compliance records of the Company +on the Shenzhen Stock Exchange and SIX Swiss Exchange. As confirmed by our PRC legal adviser, +based on the public filings on the website of the She nzhen Stock Exchange and other information in +the public domain, save as otherwise disclosed, the Company has complied with applicable securities +laws and regulations of the PRC in relation to it s listing on the Shenzhen Stock Exchange in all +material respects for the Track Re c o r dP e r i o da n du pt ot h eL a t e s tP r a c t i c a b l eD a t e .A sc o n f i r m e d +by our Swiss legal adviser, based on the confirmation from the SIX Swiss Exchange, since its listing +on the SIX Swiss Exchange and up to the Latest Practicable Date, the Company has not been subject +to any sanctions by SIX Exchange Regulation AG for violations of Swiss stock exchange +regulations. +OUR SINGLE LARGEST SHAREHOLDERS +As at the Latest Practicable Date, our Company was held as to approximately 12.669% and +0.026% by Prof. Chen and Ms. Chen, respectively. Therefore, Prof. Chen and Ms. Chen, being the +spouse of Prof. Chen, were in aggregate entitled to exercise the voting rights attached to +approximately 12.695% of our Shares in issue. +SUMMARY +–1 4– + + +--- page 24 --- +Immediately following the completion of the Global Offering, Prof. Chen and Ms. Chen will be +entitled to exercise in aggregate the voting rights attached to approximately 11.425% of our Shares +in issue. Accordingly, Prof. Chen and Ms. Chen will constitute the Single Largest Shareholders of +our Company. +GLOBAL OFFERING STATISTICS +The statistics in the following table are based o n the assumptions that the Global Offering has +been completed and 149,523,500 H Shares a re issued pursuant to the Global Offering. +B a s e do nt h em a x i m u m +Offer Price of +HK$8.98 per Share +Market capitalisation of our H Shares (1) ...................................... H K $ 1 , 3 4 2 . 7m i l l i o n +Market capitalisation of our Shares (2) ........................................ H K $ 2 6 , 6 5 3 . 3m i l l i o n +Unaudited pro forma adjusted consolidated net tangible assets per Share (3) ............. H K $ 8 . 6 3 +Notes: +(1) The calculation of market capitalisation of our Shar es is based on 149,523,500 H Shares expected to be in issue +immediately upon completion of the Global Offering. +(2) The calculation of market capitalisation of our Shares is based on the assumption that 149,523,500 H Shares will be in +issue immediately after completion of the Global Offering an d 1,325,854,999 A Shares will be in issue immediately after +completion of the Global Offering (excluding 19,855,640 A Shares repurchased by our Company as of the Latest +Practicable Date pursuant to the repurchase mandate approved by our Board and held in our Company’s stock +repurchase account as treasur y shares (assuming no changes are made to the number of such repurchased shares held in +our Company’s stock repurchase account between the Latest Practicable Date and completion of the Global Offering)) +with an average closing price of the Company for the five trading days on and immediately preceding the Latest +Practicable Date at RMB16.61 (or ap proximately HK$19.09) per A Share. +(3) The unaudited pro forma adjusted consolidated net tangi ble assets of our Group attributable to owners of the Company +per Share as at 31 December 2025 is calculated after making the adjustments referred to in ‘‘Appendix II — Unaudited +Pro Forma Financial Information’’ to this prospectus and o n the basis that a total of 1,466,798,299 Shares (representing +1,348,124,139 Shares as at 31 December 2025, 149,523,500 Offer Shares and excluding 30,849,340 repurchased shares as +at 31 December 2025) were in issue assuming that the Glo bal Offering had been completed on 31 December 2025 but +excluding the impact of the subsequent event: the Gro up declared dividends in aggregate of approximately +RMB13,173,000 (representing a final dividend of approximately RMB13,259,000, excluding approximately +RMB86,000 distributed to holders of restricted shares which does not constitute a reduction in net assets). Including +the impact of the subsequent event, the unaudited pro forma adjusted consolidated net tangible assets of the Group +attributable to owners of the Company per Share as at 31 December 2025 would be RMB7.50 (HK$8.62), based on an +Offer Price of HK$8.98 per Share. For more details, please r efer to the section headed ‘‘Appendix II — Unaudited Pro +Forma Financial Informat ion’’ to this prospectus. +WORKING CAPITAL +We have historically met our working capital and o ther capital requirements principally from a +combination of internally generated funds from o ur operating activities, proceeds from our equity +financings and borrowings. We had cash and cash equivalents of RMB1,744.4 million, RMB2,650.8 +million and RMB1,187.7 million as at 31 December 2023, 2024 and 2025, respectively. Going +forward, we expect to fund our working capital requirements with a combination of various sources, +including but not limited to cash generated from our operations, the net proceeds from the Global +Offering and other possible equity and debt financ ing when appropriate. We will closely monitor the +level of our working capital, and diligently review future cash flow requirements and adjust our +operation and expansion plans, if necessary, to ens ure that we maintain sufficient working capital to +support our business operations. +Taking into account the financial resources available to us, including our cash and cash +equivalents on hand and the estimated net proceeds from the Global Offering, our Directors are of +the view that we have sufficient working capital to meet our present needs and for the next 12 months +from the date of this prospectus. +SUMMARY +–1 5– + + +--- page 25 --- +RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE +As at the Latest Practicable Date, the Group has completed the acquisit ions of approximately +(i) 13.50% equity interest in Bangci Electronic Technology (Yancheng) Co., Ltd. ( 邦瓷電子科技（鹽 +城）有限責任公司), a company principally engaged in the re search, development, manufacture and +sale of multilayer piezoelectric actuators and related piezoelectric ceramic products, at a +consideration of approximately RMB91 million, and (ii) 32.27% equity interest in Zhongxin +Carbon (Nantong) Semiconductor Technology Co., Ltd. ( 眾芯碳素（南通）半導體科技有限公司), a +company principally engaged in the research, d evelopment, manufacture and sale of Chemical +Vapour Deposition silicon carb ide semiconductor components , at a consideration of RMB7.1 +million, respectively. For details, see ‘‘ Waivers — Waiver in relation to Post-Track Record Period +Acquisitions ’’. +At the 23rd meeting of the Board of Directors held on 24 March 2026, the Company approved +the proposal on the registration and issuance of Science and Technology Innovation Bonds. The +Company intends to apply to the National Associat ion of Financial Market In stitutional Investors +(NAFMII) for registration to issue Science and Technology Innovation Bonds with an aggregate +principal amount not ex ceeding RMB1.5 billion. The Company will determine the timing and +frequency of issuance (whether in a single tranche or multiple tranches) within the registered amount +and validity period based on its actual funding re quirements and prevailing market conditions. The +final registered amount shall be as specifie d in the registration notice issued by NAFMII. +The Directors confirm that, up to the date of this prospectus, there has been no material +adverse change in our financial or trading position since 31 December 2025, and there is no event +since 31 December 2025 which would materially a ffect the information shown in the Accountants’ +Report in Appendix I to this prospectus. +Unaudited Financial Information for the Three Months Ended 31 March 2026 +Our revenue increased by approximately 21 .6% from RMB881.4 million for the three months +ended 31 March 2025 to RMB1,071.3 million for the t hree months ended 31 March 2026, primarily +attributable to (i) an increase in average selling pri ces for all product categories and (ii) an increase +in proportion of sales from coated separators, which have higher average selling prices. +. Our revenue from dry process separators d ecreased by approximately 49.5% from +RMB162.1 million for the three months ende d 31 March 2025 to RMB81.8 million for the +three months ended 31 March 2026, primarily attributable to a decrease in sales volume +resulting from supply-demand imbalances and o ur strategic shift to focus more on coated +separators. +. Our revenue from wet process separators decreased by approx imately 36.0% from +RMB160.1 million for the three months en ded 31 March 2025 to RMB102.5 million for +the three months ended 31 March 2026, primarily attributable to a decrease in sales +volume resulting from our strategic shi ft to focus more on coated separators. +. Our revenue from coated separators increa sed by approximately 58.6% from RMB559.1 +million for the three months ended 31 Ma rch 2025 to RMB887.0 million for the three +months ended 31 March 2026, primarily attributable to (i) an increase in sales volume +driven by an increase in orders from existing customers following their product launches +and our proactive strategic shift to focus on coated separator products, as well as (ii) an +increase in the average selling price of our produ cts reflecting the broader industry trends +according to Frost & Sullivan. +Our cost of sales increased by approximate ly 19.0% from RMB673.6 million for the three +months ended 31 March 2025 to RMB801.8 million f or the three months ended 31 March 2026, +primarily in line with our revenue growth. +SUMMARY +–1 6– + + +--- page 26 --- +Our gross profit increased by approxima tely 29.7% from RMB207.8 million for the three +months ended 31 March 2025 to RMB269.6 million for the three months ended 31 March 2026. Our +gross profit margin increased from 23.6% for the three months ended 31 March 2025 to 25.2% for +the three months ended 31 March 2026. +. The gross profit from our dry process separators decreased by approximately 84.4% from +RMB16.1 million for the three months ende d 31 March 2025 to RMB2.5 million for the +three months ended 31 March 2026. The gross profit margin of our sales of dry process +separators decreased from 9.9% for the three months ended 31 March 2025 to 3.1% for +the three months ended 31 March 2026, primarily attributable to reduced production +volumes which limited economies of scale an dr e s u l t e di nh i g h e rp e r - u n i tf i x e dc o s t , +partially offset by an increa se in average selling price. +. The gross profit from our wet process separators decreased by approximately 45.1% from +RMB63.4 million for the three months ende d 31 March 2025 to RMB34.8 million for the +three months ended 31 March 2026. The gross profit margin of our sales of wet process +separators decreased from 39.6% for the th ree months ended 31 March 2025 to 34.0% for +the three months ended 31 March 2026, primarily attributable to (i) a decrease in average +selling prices for key domestic orders driven by i ntensified market competition; and (ii) an +increase in average unit production costs as o ur Malaysia production base was in the early +stages of its production ramp-up during the three months ended 31 March 2026, partially +offset by an increase in the proportion of overseas orders with higher average selling +prices, which resulting in an increase in o verall average selling price for wet process +separators. +. The gross profit from our coated separator s increased by approximately 81.1% from +RMB128.3 million for the three months en ded 31 March 2025 to RMB232.2 million for +the three months ended 31 March 2026. The gross profit margin of our sales of coated +separators increased from 22.9% for the th ree months ended 31 March 2025 to 26.2% for +the three months ended 31 March 2026, primar ily attributable to an increase in average +selling price reflecting the broader indust ry trends according to Frost & Sullivan. +We recorded other gains, net of RMB11.6 million for the three months ended 31 March 2025 +and other losses, net of RMB25.8 million for the t hree months ended 31 March 2026, primarily +attributable to (i) increase in net foreign exchang e losses resulting from fluctuations in exchange +rates, and (ii) recognition of investment losses o n financial assets at FVTPL resulting from equity +investment. +Our general and administrative expenses inc reased by approximately 32.7% from RMB84.3 +million for the three months ended 31 March 2025 t o RMB111.9 million for the three months ended +31 March 2026, primarily attributable to an increase in employee benefit expenses. +A sar e s u l to ft h ef o r e g o i n g ,o u rp r o f i tf o rthe period decreased by 59.1% from RMB50.5 +million for the three months ended 31 March 2025 to RMB20.6 million for the three months ended +31 March 2026. +Our total assets increased from RMB24,793.1 million as at 31 December 2025 to RMB25,938.3 +million as at 31 March 2026, primarily driven by an incr ease in cash and cash equivalents. Our total +liabilities increased from RMB14,652.4 million a s at 31 December 2025 to RMB15,912.3 million as +at 31 March 2026, primarily reflecting an increa se in borrowings to support our construction of +manufacturing bases. Our net assets remained re latively stable at RMB10,140.8 million as at 31 +December 2025 and RMB10,026 .0 million as at 31 March 2026. +For the three months ended 31 March 2026, net cash generated from operating activities was +RMB68.0 million, primarily attributable to pr ofit before income tax of RMB17.9 million and +depreciation of property, plant and equipment of RMB246.9 million, partially offset by increase in +inventories of RMB145.3 million in lin e with our expanded production. +SUMMARY +–1 7– + + +--- page 27 --- +Our unaudited interim financi al information for the three months ended 31 March 2026 has +been reviewed by our Reporting Accountant in acco rdance with International Standard on Review +Engagements 2410 ‘‘Review of Interim Financial Information Performed by the Independent +Auditor of the Entity’’ issued by the International Auditing and Assurance Standards Board. For +details, see Appendix IA to this prospectus. +DIVIDEND POLICY +In determining the level of divid ends, our Board takes into account a range of factors, including +our industry characteristics, business development stage, business model, profitability level, capital +requirements for our business operations and expansion, and any other factors that our Board may +deem relevant. On the basis of these considerations, in principle, we intend to distribute dividends in +cash. While we do not maintain a fixed dividend payout ratio, our Board is committed to providing +reasonable and sustainable returns to our Shareholders. Subject to PRC laws and regulations, +including the PRC Company Law ( 《中華人民共和國公司法》) and the No.3 Guideline for the +Supervision of Listed Companies — Cash Dividen d Distribution of Listed Companies (2025) ( 《上市 +公司監管指引第3號 — 上市公司現金分紅（2025 年）》), and Articles 168 through 175 of the Articles of +Association, in principle, we shall distribute dividends in cash. The profit distributed in cash in any +single year shall not be less than 10% of the distri butable profit realised for that year. Within any +three consecutive years, our distributed cumulati ve profits in cash shall not be less than 30% of the +average distributable profits realised in the lates t three years. The specific dividend ratios shall be +determined by our Board according to relevant regulations and our operating conditions, and shall +be approved at our general meeting. +Although currently we do not have a formal dividend policy, any future plan to pay dividends +will be made at the discretion of our Board of Directors subject to approval of our Shareholders and +the compliance with our Articles of Association a nd relevant regulatory requirement. Even if we +decide to pay dividends, the form, frequency and amount may be based on a number of factors, +including our future operations and earnings, capital requirements and surplus, general financial +condition, contractual restrictions and other factors that the Board of Directors may deem relevant. +During the Track Record Period, we declared and paid dividends to our Shareholders as +follows: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Final dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,931 295,382 66,595 +Subsequent to 31 December 2025, our Directors proposed a final dividend in respect of the year +ended 31 December 2025, amounting to approximately RMB13,259 thousand in aggregate, which +was subsequently settled in May 2026. +LISTING EXPENSES +Listing expenses represent professional fees , underwriting commission and fees incurred in +connection with the Listing and the Global Offe ring. Our listing expenses are estimated to be +approximately HK$79.9 million (incl uding underwriting commission), accounted for 5.9% of the +gross proceeds of the Global Offering, assuming that an Offer Price of HK$8.98 per Share, among +which, approximately HK$73.6 million is directly a ttributable to the issuance of Shares and will be +charged to equity upon completion of the Listin g, and approximately HK$6.3 million has been or +will be charged to our consolidated statement of comprehensive income. The listing expenses we +expect to incur would consist of (i) approximate ly HK$40.4 million underwriting related expenses +and fees (including underwriting commissions, SF C transaction levy, Stock Exchange trading fee +and AFRC transaction levy), and (ii) approxima tely HK$39.5 million non-underwriting-related +expenses and fees (including (a) fees and expense s of legal advisers and accountants of approximately +HK$26.8 million and (b) other fees and expenses of HK$12.7 million). +The listing expenses above are the latest practic able estimate for reference only, and the actual +amount may differ from this estimate. +SUMMARY +–1 8– + + +--- page 28 --- +In this prospectus, unless the context otherwise requires, the following terms and expressions +have the meanings set forth below. Certain other terms are explained ‘‘Glossary of Technical Terms’’ +in this prospectus. +‘‘A Share(s)’’ ordinary shares issued by our Company, with a nominal value of +RMB1.00 each, which are listed on ChiNext of the Shenzhen Stock +E x c h a n g ea n dt r a d e di nR e n m i n b i +‘‘Accountants’ Report’’ the accountants’ report of our Company for the Track Record Period, +t h et e x to fw h i c hi ss e to u ti nA p p e n d i xIt ot h i sp r o s p e c t u s +‘‘AESC’’ Automotive Energy Supply Corporation, a company established in +2007 in Japan, and one of our major customers +‘‘affiliate(s)’’ with respect to any speci fied person, any other person, directly or +indirectly, controlling or controlled by or under direct or indirect +common control with such specified person +‘‘AFRC’’ the Accounting and Financial Reporting Council of Hong Kong +‘‘Articles’’ or ‘‘Articles of +Association’’ +the articles of association of our Company, as amended, which shall +become effective from the Listing Date and a summary of which is set +out in Appendix IV to this prospectus +‘‘ASEAN’’ the Association of Southeast Asian Nations, a group of 11 countries in +Southeast Asia that work together to promote peace, stability and +economic growth in the region +‘‘associate(s)’’ has the me aning ascribed to it under the Hong Kong Listing Rules +‘‘Audit Committee’’ the audit committee of the Board +‘‘Board’’ the board of Directors +‘‘Business Day’’ any day (other than a Saturday, Sunday or public holiday in Hong +Kong) on which banks in Hong Kong are generally open for normal +banking business +‘‘BYD’’ BYD Company Limited ( 比亞迪股份有限公司), a company established +in 1995 in the PRC, and one of our major customers +‘‘CALB’’ China Aviation Lithium Battery Co., Ltd. ( 中創新航科技集團股份有限 +公司), a company established in 2007 in the PRC, and one of our major +customers +‘‘Capital Market +Intermediary(ies)’’ +the capital market intermediaries participating in the Global Offering +and has the meaning ascribed to it under the Listing Rules +‘‘CATL’’ Contemporary Amperex Technology Co., Limited ( 寧德時代新能源科 +技股份有限公司), a company established in 2011 in the PRC, and one +of our major customers +‘‘CCASS’’ the Central Clearing and Settl ement System established and operated +by HKSCC +DEFINITIONS +–1 9– + + +--- page 29 --- +‘‘Changzhou Senior’’ Changzhou Seni or New Energy Materials Co., Ltd. ( 常州星源新能源材 +料有限公司), a limited liability company established under the laws of +the PRC on 5 April 2017, and a wholly owned subsidiary of our +Company +‘‘Chinese Mainland’’ the People’s Repub lic of China excluding Hong Kong, Macau and +Taiwan +‘‘close associate(s)’’ has the meaning a scribed to it 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 Co mpanies Ordinance (Chapter 622 of the Laws of Hong Kong), as +amended, supplemented or otherwise modified from time to time +‘‘Company’’, ‘‘our +Company’’, or ‘‘the +Company’’ +Shenzhen Senior Technology Material Co., Ltd. ( 深圳市星源材質科技 +股份有限公司), a joint stock company with limited liability established +under the laws of the PRC +‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules +‘‘connected +transaction(s)’’ +has the meaning ascribed to it under the Listing Rules +‘‘CSDC’’ China Securities Depository and Clearing Corporation Limited ( 中國證 +券登記結算有限責任公司) +‘‘CSRC’’ the China Securiti es Regulatory Commission ( 中國證券監督管理委員 +會) +‘‘Director(s)’’ the director(s) of our Company +‘‘EU’’ the European Union +‘‘Europe Senior’’ Senior Material Ultimate Holding (Europe) AB, a limited liability +company establish under the laws of Sweden on 21 December 2021, and +a wholly owned subsidiary of our Company +‘‘EVE Energy’’ EVE Energy Co., Ltd. ( 惠州億緯鋰能股份有限公司), a company +established in 2001 in the PRC, and one of our major customers +‘‘Extreme Condition’’ the occurrence of ‘‘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 seriously affects the +working public’s ability to resume work or brings safety concern for a +prolonged period +‘‘FINI’’ ‘‘Fast Interface for New Issua nce’’, an online platform operated by +HKSCC that is mandatory for admission to trading and, where +applicable, the collection and processing of specified information on +subscription in and settlement for all New Listings +DEFINITIONS +–2 0– + + +--- page 30 --- +‘‘Foshan Senior’’ Senior Material (Fosha n) New Materials Technology Co., Ltd. ( 星源材 +質（佛山）新材料科技有限公司), a limited liability company established +under the laws of the PRC on 15 February 2023, and a subsidiary of +our Company +‘‘Frost & Sullivan’’ Frost & Sullivan (Beijin g) Inc., Shanghai Bra nch Co., an independent +professional market research and consulting company +‘‘Frost & Sullivan Report’’ the report with res pect to this Global Offering issued by Frost & +Sullivan +‘‘General Rules of +HKSCC’’ +the General Rules of HKSCC as may be amended or modified from +time to time and where the context so permits, shall include the +HKSCC Operational Procedures +‘‘Global Offering’’ the Hong Kong Public O ffering and the International Offering +‘‘Gotion High-tech’’ Gotion High-Tech Co., Ltd. ( 國軒高科股份有限公司), a company +established in 2006 in the PRC, and one of our major customers +‘‘Governmental +Authority’’ +any governmental, regulatory, or a dministrative commission, board, +body, authority, or agency, or any stock exchange, self-regulatory +organisation, or other non-governmental regulatory authority, or any +court, judicial body, tribunal, or arbitrator, in each case whether +national, central, federal, provincial, state, regional, municipal, local, +domestic, foreign, or supranational +‘‘Group’’, ‘‘our Group’’, +‘‘the Group’’, ‘‘we’’, +‘‘us’’ or ‘‘our’’ +the Company and its subsidiaries fr om time to time, their predecessors +(as the case may be), and where the context requires, in respect of the +period prior to our Company becoming the holding company of its +present subsidiaries, such subsidiaries as if they were subsidiaries of our +Company at the relevant time +‘‘Guide for New Listing +Applicants’’ +the Guide for New Listing Applicants issued by the Hong Kong Stock +Exchange effective from 1 January 2024 (as amended, supplemented or +otherwise modified from time to time) +‘‘H Share(s)’’ overseas listed foreign sh ares in our ordinary share capital with a +nominal value of RMB1.00 each, to be subscribed for and traded in +Hong Kong dollars and listed on the Stock Exchange +‘‘H Share Registrar’’ Computershare Hong Kong Investor Services Limited +‘‘Hefei Senior’’ Hefei Senior New Energy Materials Co., Ltd. ( 合肥星源新能源材料有 +限公司), a limited liability company established under the laws of the +PRC on 5 January 2016, and a subsidiary of our Company +‘‘HK$’’ or ‘‘Hong Kong +dollars’’ +Hong Kong dollars, the lawful currency of Hong Kong +‘‘HK’’ or ‘‘Hong Kong’’ the Hong Kong Special Ad ministrative Region of the People’s Republic +of China +‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited +DEFINITIONS +–2 1– + + +--- page 31 --- +‘‘HKSCC EIPO ’’ the application for the Hong Kong Offer Shares to be issued in the +name of HKSCC Nominees and deposited directly into CCASS to be +credited to your designated HKSCC Participant’s stock account +through causing HKSCC Nominees to apply on your behalf, +including by instructing your broker or custodian w h oi sa nH K S C C +Participant to give electronic application instructions via HKSCC’s +FINI system to apply for the Hong Kong Offer Shares on your behalf +‘‘HKSCC Nominees’’ HKSCC Nominees Limit ed, a wholly owned subsidiary of HKSCC +‘‘HKSCC Operational +Procedures’’ +the operational procedures of HKSCC, containing the practices, +procedures and administrative o r other requirements relating to +HKSCC’s services and the operations and functions of CCASS, FINI +or any other platform, facility or system established, operated and/or +otherwise provided by or through HKSCC, as from time to time in +force +‘‘HKSCC Participant(s)’’ a participant admi tted participating in CCASS as a direct clearing +participant, a general clearing part icipant or a custodian participant +‘‘Hong Kong Listing +Rules’’ or ‘‘Listing +Rules’’ +the Rules Governing the Listing of Securities on The Stock Exchange +of Hong Kong Limited (as amended from time to time) +‘‘Hong Kong Offer +Shares’’ +the 14,952,500 H Shares being initially offered by our Company for +subscription in the Hong Kong Public Offering (subject to reallocation +as described in ‘‘Structure of the Global Offering’’) +‘‘Hong Kong Public +Offering’’ +the offer of the Hong Kong Offer Shares for subscription by the public +in Hong Kong +‘‘Hong Kong +Underwriters’’ +the underwriters of the Hong Kong Public Offering as listed in +‘‘Underwriting — Hong Kong Underwriters’’ +‘‘Hong Kong +Underwriting +Agreement’’ +the underwriting agreement, dated 11 June 2026, relating to the Hong +Kong Public Offering, entered into by, among others, our Company, +the Sole Sponsor, the Sponsor-Overall Coordinator, the Overall +Coordinators and the Hong Kong Underwriters, as further described +in ‘‘Underwriting — Underwritin g Arrangements and Expenses — The +Hong Kong Public Offering — Hong Kong Underwriting Agreement’’ +‘‘IFRS’’ International Financial Re porting Standards, as issued by the +International Accounting Standards Board +‘‘Independent Third +Party(ies)’’ +any entity or person who is not a connected person of our Company +within the meaning ascribed to it under the Listing Rules +‘‘International Offer +Shares’’ +the 134,571,000 H Shares being initially offered for subscription under +the International Offering (subje ct to reallocation as described in +‘‘Structure of the Global Offering’’) +DEFINITIONS +–2 2– + + +--- page 32 --- +‘‘International Offering’’ the offering of the In ternational Offer Shares by our Company through +the International Underwriters at the Offer Price outside the United +States in offshore transactions in accordance with Regulation S, as +further described in ‘‘Structure of the Global Offering’’ +‘‘International +Underwriters’’ +the underwriters of the International Offering +‘‘International +Underwriting +Agreement’’ +the international underwriting agree ment relating to the International +Offering to be entered into by, among others, our Company, the Sole +Sponsor, the Sponsor-Overall Coordinator, the Overall Coordinators +and the International Underwriters on or about the Price +Determination Date, as further described in ‘‘Underwriting’’ +‘‘ISO’’ the International Organisatio n for Standardisation, an independent, +non-governmental internationa l organisation that develops and +publishes standards to ensure th e quality, safety, efficiency, and +interoperability of products, services, and systems +‘‘Jiangsu Senior’’ Jiangsu Senior New Energy Materials Co., Ltd. ( 江蘇星源新材料科技有 +限公司), a limited liability company established under the laws of the +PRC on 12 March 2018, and a wholly owned subsidiary of our +Company +‘‘Joint Bookrunners’’ the joint bookrunners as named in ‘‘Directors and Parties Involved in +the Global Offering’’ +‘‘Joint Global +Coordinators’’ +the joint global coordinators as named in ‘‘Directors and Parties +Involved in the Glo bal Offering’’ +‘‘Joint Lead Managers’’ the joint lead managers as named in ‘‘Directors and Parties Involved in +the Global Offering’’ +‘‘Latest Practicable Date’’ 2 June 2026, being the latest practicable date for ascertaining certain +information in this prospectus before its publication +‘‘Laws’’ all laws, statutes, legislation, ord inances, rules, regula tions, guidelines, +opinions, notices, circulars, direct ives, requests, orders, judgements, +decrees, or rulings of any Governmental Authority (including the Stock +Exchange and the SFC) of all relevant jurisdictions +‘‘LG Energy Solution’’ LG Energy Solution Ltd., a company established in 2020 in South +Korea, and one of our major customers +‘‘Listing’’ the listing of the H Shares on the Main Board +‘‘Listing Committee’’ the Listing Committee of the Hong Kong Stock Exchange +‘‘Listing Date’’ the date, expected to be on or about Tuesday, 23 June 2026, on which +t h eHS h a r e sa r et ob el i s t e da n do nw h i c hd e a l i n g si nt h eHS h a r e sa r e +to be first permitted to take place on the Stock Exchange +‘‘MOF’’ Ministry of Finance of the PRC ( 中華人民共和國財政部) +DEFINITIONS +–2 3– + + +--- page 33 --- +‘‘Ms. Chen’’ Ms. Chen Weirong ( 陳蔚蓉), being the spouse of Prof. Chen, and one of +our Single Largest Shareholders +‘‘Murata’’ Murata Manufacturing Co., L td., a company established in 1944 in +Japan, and one of our major customers +‘‘Nantong Senior’’ Senior Material (Nant ong) New Materials Technology Co., Ltd. ( 星源 +材質（南通）新材料科技有限公司), a limited liability company +e s t a b l i s h e du n d e rt h el a w so ft h eP R Co n1 8J u n e2 0 2 1 ,a n daw h o l l y +owned subsidiary of our Company +‘‘Nomination Committee’’ the nomination committee of the Board +‘‘Offer Price’’ the final offer price per Offer Share (exclusive of brokerage, SFC +transaction levy, Stock Exchange trading fee and AFRC transaction +l e v y ) ,e x p r e s s e di nH o n gK o n gd ollars, at which Hong Kong Offer +Shares are to be subscribed for pursuant to the Hong Kong Public +Offering and International Offer S hares are to be offered pursuant to +the International Offering, to be determined as described in ‘‘Structure +of the Global Offering — Pricing and Allocation — Determining the +Offer Price’’ +‘‘Offer Share(s)’’ the Hong Kong Offer Shares and the International Offer Shares +‘‘Overall Coordinators’’ the over all coordinators as named in ‘‘Dir ectors and Parties Involved in +the Global Offering’’ +‘‘Prof. Chen’’ Prof. Chen Xiufeng ( 陳秀峰), the founder, executive Director, +chairman of the Board and general manager of our Company, and +one of our Single largest Shareholders +‘‘PRC’’ or ‘‘China’’ the People’s Republic of China, but for the purposes of this prospectus +only (unless otherwise indicated) excluding Hong Kong the Macau +Special Administrative Region of the PRC and Taiwan Province +‘‘PRC Company Law’’ the Company Law of the PRC, as amended, modified and/or otherwise +supplemented from time to time +‘‘PRC GAAP’’ generally accepted accounting principles in the PRC +‘‘PRC Government Body’’ has the meaning ascribed to it under the Listing Rules +‘‘PRC Legal Adviser’’ King & Wood, our legal adviser on PRC laws +‘‘Price Determination +Date’’ +the date, expected to be on or about Thursday, 18 June, 2026, on which +the Offer Price is to be fixed by agreement between our Company and +the Overall Coordinators (for themselves and on behalf of the other +Underwriters) +‘‘Principal Subsidiaries’’ our principal subsi diaries as identified in ‘‘History and Corporate +Structure — Principal Subsidiaries and Operating Entities’’ +‘‘R&D’’ research and development +DEFINITIONS +–2 4– + + +--- page 34 --- +‘‘Regulation S’’ Regulation S under the U.S. Securities Act +‘‘Restricted Stock(s)’’ restricted stock(s) gr anted under the 2022 Shar e Incentive Plan and the +2026 Share Incentive Plan (as the case may be) +‘‘RMB or Renminbi’’ Renminbi, the lawful currency of China +‘‘SAFE’’ the State Administration for Foreign Exchange of the PRC ( 中華人民 +共和國國家外匯管理局) +‘‘SAFT’’ Saft Groupe SAS, a company established in 1918 in France, and one of +our major customers +‘‘Samsung SDI’’ Samsung SDI Co., Ltd., a South Korean company founded in 1970, +and one of our major customers +‘‘SEA’’ Southeast Asia +‘‘SFC’’ Securities and Futu res Commission of Hong Kong +‘‘SFO’’ or ‘‘Securities and +Futures Ordinance’’ +Securities and Futures Ordinance (Chapter 571 of the Laws of Hong +Kong), as amended, supplemented or otherwise modified from time to +time +‘‘Shanghai-Hong Kong +Stock Connect’’ +a securities trading and clearing links programme developed by the +Hong Kong Stock Exchange, Shanghai Stock Exchange, HKSCC and +China Securities Depository and C learing Corporation Limited for +mutual market access between Hong Kong and Shanghai +‘‘Share(s)’’ shares in the share capital of our Company, with a nominal value of +RMB1.00 each, comprising our A Shares and our H Shares +‘‘Share Incentive Plans’’ the share incentive pl ans of our Company currently in effect, including +the 2024 Share Incentive Plan and the 2026 Share Incentive Plan +‘‘Share Option(s)’’ stock option(s) gran ted under the 2024 Share Incentive Plan +‘‘Shenzhen-Hong Kong +Stock Connect’’ +a securities trading and clearing links programme developed by the +Hong Kong Stock Exchange, Shenzhen Stock Exchange, HKSCC and +China Securities Depository and C learing Corporation Limited for +mutual market access between Hong Kong and Shenzhen +‘‘Singapore Senior’’ Senior International Ho lding (Singapore) Pte. Ltd., a limited liability +company established under the laws of Singapore on 2 June 2022, and a +wholly owned subsidiary of our Company +‘‘Single Largest +Shareholders’’ +Prof. Chen and Ms. Chen, the single largest Shareholders of our +Company +‘‘SK On’’ SK On Co., Ltd. a company established in 2021 in South Korea, one of +our customers +‘‘Sole Sponsor’’ China Securities (Interna tional) Corporate Finance Company Limited +DEFINITIONS +–2 5– + + +--- page 35 --- +‘‘Sponsor-Overall +Coordinator’’ +China Securities (International) C orporate Finance Company Limited +‘‘State Council’’ the State Council of the PRC ( 中華人民共和國國務院) +‘‘Stock Exchange’’ or +‘‘Hong Kong Stock +Exchange’’ +The Stock Exchange of Hong Kong Limited +‘‘subsidiary’’ or +‘‘subsidiaries’’ +has the meaning ascribed to it in the Listing Rules +‘‘substantial +shareholder(s)’’ +has the meaning ascribed to it in the Listing Rules +‘‘Sunwoda’’ Sunwoda Electronic Co., Ltd. ( 欣旺達電子股份有限公司), a company +established in 1997 in the PRC, and one of our major customers +‘‘Track Record Period’’ the three years ended 31 December 2023, 2024 and 2025 +‘‘U.S.’’, ‘‘US’’ or ‘‘United +States’’ +the United States of America, its territories, its possessions and all +areas subject to its jurisdictions +‘‘U.S. and EU Tariffs +Legal Adviser’’ +Ashurst Tokyo (Ashurst Horitsu Jimusho Gaikokuho Kyodo Jigyo), +our legal adviser as to U.S. and EU laws in respect of tariffs +‘‘U.S. dollars’’ or ‘‘US$’’ United States do llars, the lawful currency of the United States +‘‘U.S. Securities Act’’ United States Securities Act of 1933 and the rules and regulations +promulgated thereunder +‘‘UK’’ the United Kingdom, it territories, its possessions and all areas subject +to its jurisdictions +‘‘Underwriters’’ the Hong Kong Underwrite rs and the International Underwriters +‘‘VAT’’ value-added tax +‘‘White Form eIPO ’’ the application for Hong Kong Offer Shares to be issued in the +applicant’s own name, submitted on line through the designated website +of White Form eIPO Service Provider at +www.eipo.com.hk +‘‘White Form eIPO Service +Provider’’ +Computershare Hong Kong Investor Services Limited +‘‘2022 Share Incentive +Plan’’ +our employee incentive plan approved and adopted by our Board on 25 +January 2022 and by the extraordinary general meeting of our +C o m p a n yo n2 1F e b r u a r y2 0 2 2 +‘‘2024 Share Incentive +Plan’’ +our employee incentive plan approved and adopted by our Board on 10 +September 2024 and by the extraordinary general meeting of our +Company on 27 September 2024 +DEFINITIONS +–2 6– + + +--- page 36 --- +‘‘2026 Share Incentive +Plan’’ +our employee incentive plan approved and adopted by our Board on 12 +March 2026 and by the extraordinary general meeting of our Company +on 31 March 2026 +‘‘%’’ per cent +For ease of reference, the names of Chinese laws and regulations, governmental authorities, +institutions, natural persons or other entities (including our subsidiaries) have been included in this +prospectus in both the Chinese and English languages and in the event of any inconsistency, the Chinese +versions shall prevail. +DEFINITIONS +–2 7– + + +--- page 37 --- +In this document, unless the context otherwise requires, explanations and definitions of certain +terms used in this document in connection with our Company and our business shall have the +meanings set out below. The terms and their meanings may not always correspond to standard +industry meaning or usage of these terms. +‘‘AGV’’ automated guided vehicle +‘‘AI’’ artificial intelligence +‘‘automated mass +assembly’’ +a manufacturing process in which large quantities of identical or +similar products are put together using machinery and robotics with +minimal human involvement +‘‘base film’’ the initial layer of material typically made from polymers such as +polyethylene or polypropylene and undergoes various processing steps +to achieve the desired properties for use in batteries +‘‘breathability’’ the ability of the separator material to allow the passage of gases and +ions while maintaining its structural integrity +‘‘CAGR’’ compound annual growth rate +‘‘casting’’ a method for producing films by spreading liquid resin, a resin solution, +or a dispersion onto a moving carrier, curing it by appropriate +methods, and then stripping the formed film from the carrier +‘‘ceramic alumina’’ a widely used coating mater ial for separators to enhance their thermal +stability and mechanical strength, c ontributing to the overall safety and +performance of the battery +‘‘ceramic board’’ a type of electronic circuit board made from ceramic materials such as +aluminium nitride, aluminium oxide or beryllium oxide +‘‘coated separator’’ a type of battery separator that has an additional layer or coating +a p p l i e dt oi t ss u r f a c e +‘‘coated thickness’’ the thickness of the additional layer or layers applied to the base +separator material +‘‘composite coating’’ a surface layer created by applying a mixture of two or more distinct +materials to a substrate +‘‘composite base film’’ a multi-layered mater ial consists of a base layer made from a polymer +w h i c hi su s e dt oe n h a n c et h ep e r f o r mance and safety of the separator +‘‘consumer electronics +battery’’ +a type of battery specifically desi g n e dt op o w e rc o n s u m e re l e c t r o n i c +devices such as smartphones, laptops, cameras and other portable +gadgets +‘‘crystalline polymer +membrane’’ +a separator made from polymers that exhibit a crystalline structure, +which is used to separate the anode and cathode in lithium-ion +batteries, preventing short circui ts while allowing the flow of ions +GLOSSARY OF TECHNICAL TERMS +–2 8– + + +--- page 38 --- +‘‘desalination efficiency’’ how effectively a desa lination process converts saline water (such as +seawater or brackish water) into fresh, usable water +‘‘die head’’ the component in the extrusion or casting machine that shapes and +distributes the molten material into a thin film as it exits the machine +‘‘dry process’’ a solvent-free, physical por e formation technology by melting the raw +materials such as polypropylene or Polyethylene +‘‘dry process separator’’ a type of battery separa tor produced using a dry manufacturing process +‘‘dry process +single-drawing +technology’’ +a method used in the production of lithium-ion battery separators that +involves the extrusion of raw materials, such as polypropylene, into a +uniform melt, which is then cast into a base film +‘‘energy density’’ the amount of energy stored in a given system, substance, or material +per unit of volume or mass +‘‘electrocatalytic +membrane’’ +a specialised membrane that incorpor ate electrocatalysts to facilitate +electrochemical reactions +‘‘electrolyte membrane’’ a semipermeable m embrane designed to conduct ions, typically +protons, while acting as an electronic insulator and reactant barrier +‘‘energy storage battery’’ a device that stores electrical energy for later use +‘‘EV’’ electric vehicle +‘‘extrusion’’ a processing method in which material passes through the interaction +between the extruder barrel and screw, being simultaneously heated +and plasticised while being pus hed forward by the screw, then +continuously passing through the die head to form products or +semi-finished products wi th various cross-sections +‘‘fibre nanofication’’ the process of converting conventional fibres into nanofibres, fibres +with diameters typically in the nanometre range +‘‘functional separator’’ a type of battery separator that not only performs the basic function of +separating the anode and cathode to prevent short circuits but also +incorporates additional functionalities to enhance battery performance +‘‘g/m +2’’ grammes per square metre +‘‘g/(m2‧24h)’’ grammes per square metre per 24 hours +‘‘gf’’ gramme-force +‘‘GFA’’ gross floor area +‘‘gas separation +membrane’’ +a specialised, semi-permeable material designed to selectively allow +certain gases to pass through it while blocking or slowing others +‘‘graphite anode’’ a type of electrode m ade primarily from graphite and is most +commonly used as the negative electrode in lithium-ion batteries +GLOSSARY OF TECHNICAL TERMS +–2 9– + + +--- page 39 --- +‘‘gravimetric energy +density’’ +the amount of energy stored per unit mass of a substance +‘‘Gurley value’’ a measure of the air perme ability of a membrane or porous material, +representing how easily air can pass through it +‘‘heat exchange separator’’ a device used in heat ex change systems to separate different phases of a +fluid, such as liquid and gas, while facilitating efficient heat transfer +between them +‘‘hollow fibre membrane’’ a type of artificial membr ane that consists of thin, tube-like structures +made from polymer materials such as polysulfone or polyethersulfone +‘‘horizontal thermal +shrinkage rate’’ +the percentage change in the dimensions of a material in the horizontal +direction when it is subjected to thermal conditions, such as heating or +cooling +‘‘humanoid robot’’ a robot designed to resemble and mimic the human body in form and +function +‘‘interphase formation’’ the development of a in terphase at the interface between an electrode +and an electrolyte in batteries +‘‘interfacial impedance’’ a measure of the resis tance and reactance encountered by the flow of +electric current at the interface typically between an electrode and an +electrolyte in an electrochemical cell, such as a battery or fuel cell +‘‘Kgf/cm +2’’ kilogramme-force per square centimetre +‘‘kPa’’ kilopascal +‘‘LATP’’ lithium aluminium titanium phosphate +‘‘LFP’’ lithium iron phosphate, a type of lithium-ion battery that uses lithium +iron phosphate as the cathode material and a graphitic carbon +electrode with a metallic backing as the anode +‘‘lithium-ion battery’’ rechargeable batteries t hat utilise lithium ions as conductive ions that +move between the anode and cathode, and charge and discharge +through the mutual conversion of chemical energy and electrical energy +‘‘lithium metal anodes’’ an electrode made of pure lithium metal and is used as the negative +electrode in certain types of advanced batteries, particularly lithium +metal and some next-generat ion solid-state batteries +‘‘MES’’ manufacturing execution system, a software-based solution used in +manufacturing to monitor, control and optimise production processes +on the shop floor +‘‘MPa’’ megapascal +‘‘mS/cm’’ milliSiemens per centimetre +GLOSSARY OF TECHNICAL TERMS +–3 0– + + +--- page 40 --- +‘‘microporosity forming +technology’’ +creating a microporous structure within the separator material to +enhance its performance in lithium-ion batteries +‘‘nanofibre coating’’ a coating technology th at utilises low-dimensional nanomaterials as +composite reinforcement materials to achieve ideal thickness, heat +resistance exceeding and breakdown temperature +‘‘NEV’’ new energy vehicle +‘‘oil coating’’ a type of coating that uses natural or synthetic oils as the primary +component +‘‘PE’’ polyethylene +‘‘PEO’’ polyethylene oxide +‘‘photovoltaic green +energy’’ +electricity generated from sunlight using photovoltaic technology, +specifically solar panels +‘‘PI’’ polyimide +‘‘PMC’’ product material control +‘‘polyolefin’’ polymer of ethylen e, propylene, or higher olefins +‘‘pore-forming agent’’ Substance added to materials to create pores or voids within the +structure +‘‘porosity’’ the proportion of internal pores within the apparent volume of +granular materials, an important parameter that affects the fluid +transmission performance in porous media +‘‘porous membrane’’ a type of membrane that contains tiny pores or holes, allowing certain +substances to pass through while blocking others +‘‘PP’’ polypropylene +‘‘PPO’’ polyphenylene oxide, a high-p erformance thermoplastic polymer +derived from phenols +‘‘proton conductivity’’ the ability of a materi al to conduct protons through its structure +‘‘puncture strength’’ a measu re of a material’s ability to withstand penetration by a sharp or +pointed object +‘‘PVDF’’ polyvinylidene fluoride, a high-performance thermoplastic +fluoropolymer produced by the polyme rization of vinylidene difluoride +‘‘quartz component’’ a part made from quar tz, a hard, crystalline mineral composed of +silicon dioxide +‘‘reductive resistant’’ the ability to withstand reduction, which are chemical reactions caused +by gaining electrons, when exposed to an electron-rich environment, +such as that created by a lithium metal anode +GLOSSARY OF TECHNICAL TERMS +–3 1– + + +--- page 41 --- +‘‘semi-solid-state +electrolyte separator’’ +a key component in semi-solid-state batteries to enhance battery +performance and safety +‘‘shutdown temperature’’ the specific temperatur ea tw h i c ht h es e p a r a t o rm aterial melts or closes +its pores, effectively stopping the flow of ions between the anode and +cathode +‘‘SMT’’ surface mount technology, a method used in electronics manufacturing +where electronic components are mounted directly onto the surface of a +printed circuit board +‘‘sodium-ion battery’’ batteries that utilise sod ium ions as conductive ions that move between +the anode and cathode, and charge and discharge through the mutual +conversion of chemical energy and electrical energy +‘‘solid ionic conductor’’ a solid material th at can conduct electrically charged atoms or +molecules through its structure , allowing ionic movement while +remaining in the solid state +‘‘solid-state battery’’ a type of rechargeabl e lithium-ion batteries that use solid-state +electrolyte +‘‘solid-state electrolyte +membrane’’ +a crucial component in solid-sta te batteries designed to replace +traditional liquid electrolytes +‘‘stretch’’ a method that aligns the macro molecular chains in a polymer along the +direction of an external force, thereby improving the structure and +mechanical properties of the polymer +‘‘ternary lithium-ion +battery’’ +a type of batteries that integrates a cathode composed of three metallic +elements, such as nicke l, cobalt and manganese +‘‘thermal runaway time’’ the duration it takes for a system, such as a battery, to reach a state of +thermal runaway +‘‘thermal shrinkage rate’’ a measure of how much a material contracts in size when subjected to a +specified elevated temperature for a certain period +‘‘thermoelectric +semiconductor’’ +a material that can convert temperature differences into electrical +voltage and vice versa +‘‘uniaxial stretching +technology’’ +am e t h o du s e dt om a n u f a c t u r el i t h i um-ion battery separators through +stretching the base film in one direct ion at controlled temperatures +‘‘volatile organic solvents’’ organic chemical s that easily evaporate at room temperature due to +their high vapour pressure +‘‘volumetric energy +density’’ +the amount of energy stored in a given system or substance per unit +volume +‘‘water treatment +membrane’’ +a barrier that allows water to pass through while blocking +contaminants based on prope rties such as size or charge +GLOSSARY OF TECHNICAL TERMS +–3 2– + + +--- page 42 --- +‘‘waterproof and +breathable membrane’’ +a specialised membrane designed to provide both water resistance and +breathability +‘‘WCS’’ warehouse control system, a sof tware application designed to manage +and direct the real-time activities within a warehouse or distribution +centre +‘‘wet process’’ a chemical microporosity fo rmation technology by using solvents to +dissolve polymers +‘‘wet process separator’’ a type of battery separator produced using a solvent-based +manufacturing process +‘‘white oil recycling’’ the process of collectin g, treating and repurposing used white oil, which +is a highly refined mineral oil used i n various industrial and cosmetic +applications +‘‘WMS’’ warehouse management system, a software application designed to +optimise and manage the daily op erations within a warehouse or +distribution centre +‘‘μm’’ micrometres +‘‘μm/pa ‧s’’ micrometres per pascal-second, a unit used to measure air permeance +GLOSSARY OF TECHNICAL TERMS +–3 3– + + +--- page 43 --- +We have included in this prospectus forward-looking statements. Statements that are not +historical facts, including but not limited to statem ents about our intentions, b eliefs, expectations or +predictions for the future, are forward-looking statements. +This prospectus contains forward-looking statements and information relating to us and our +subsidiaries that are based on the beliefs of ou r management as well as assumptions made by and +information currently available to our manageme nt. When used in this prospectus, the words ‘‘aim,’’ +‘‘anticipate,’’ ‘‘aspire,’’ ‘‘believe,’’ ‘‘could,’’ ‘‘expect,’’ ‘‘going forward,’’ ‘‘intend,’’ ‘‘may,’’ ‘‘ought to,’’ +‘‘plan,’’ ‘‘project,’’ ‘‘seek,’’ ‘‘should,’’ ‘‘will,’’ ‘‘would,’’ ‘‘vision,’’ ‘‘target,’’ ‘‘schedule,’’ and the +negative of these words and other similar expressio ns, as they relate to us or our management, are +intended to identify forward-lo oking statements. Such statemen ts reflect the current views of our +management with respect to future events, operatio ns, liquidity and capital resources, some of which +may not materialise or may change. These statements are subject to certain risks, uncertainties and +assumptions, including the risk factors as describe d in this prospectus, some of which are beyond our +control and may cause our actual results, performance or achievements, or industry results, to be +materially different from any future results, per formance or achievements expressed or implied by +the forward-looking statements. You are strongly cautioned that r eliance on any forward-looking +statements involves known and unknown risks and uncertainties. The risks and uncertainties facing +us which could affect the accuracy of forward-look ing statements include, but are not limited to, the +following: +. our operations and business prospects; +. our ability to maintain relationships with, a nd the actions and developments affecting, +our major customers and suppliers; +. future developments, trends and conditio ns in the industries and markets in which we +operate or plan to operate; +. general economic, political and business con ditions in the markets in which we operate; +. changes to the regulatory environment in the industries and markets in which we operate; +. our ability to maintain the market positions; +. the actions and developme nts of our competitors; +. our ability to effectively contain costs and optimise pricing; +. the ability of third parties to perform in accordance with contractual terms and +specifications; +. our ability to retain senior management and key personnel and recruit qualified staff; +. our business strategies and plans to achieve th ese strategies, including our service and +expansion plans; +. our ability to defend our intellectual rights and protect confidentiality; +. the effectiveness of our quality control systems; +. change or volatility in interest rates, forei gn exchange rates, equity prices, trading +volumes, commodity prices and overall market trends; including those pertaining to the +PRC and the industry and markets in which we operate; and +. capital market developments. +By their nature, certain disclosures relatin g to these and other risks are only estimates and +should one or more of these uncertainties or risks, a mong others, materialise, actual results may vary +materially from those estimated, anticipated or p r o j e c t e d ,a sw e l la sf r o mh i s t o r i c a lr e s u l t s . +Specifically but without limitation, sales could decrease, c osts could increase, capital costs could +increase, capital investment co uld be delayed and anticipated imp rovements in performance might +not be fully realised. +FORWARD-LOOKING STATEMENTS +–3 4– + + +--- page 44 --- +Subject to the requirements of applicable laws, rules and regulations, we do not have any and +u n d e r t a k en oo b l i g a t i o nt ou p d a t eo ro t h e r w i s erevise 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 an d assumptions, the forward-loo king events and circumstances +discussed in this prospectus might not occur in the way we expect or at all. Accordingly, you should +not place undue reliance on any forward-looking information. All forward-looking statements in this +prospectus are qualified by reference to the caution ary statements in this section as well as the risks +a n du n c e r t a i n t i e sd i s c u s s e di n‘ ‘ R i s kF a c t o r s . ’ ’ +In this prospectus, statements of or reference s to our intentions or those of our Directors were +made as at the date of this prospectus. Any su ch information may change in light of future +developments. +FORWARD-LOOKING STATEMENTS +–3 5– + + +--- page 45 --- +You should carefully consider all of the information in this prospectus, including the risks and +uncertainties described below, before making an investment in our H Shares. The following is a +description of what we consider to be our material risks. Any of the following risks could 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 is as at the +Latest Practicable Date unless otherwise stated, will not be updated after the date hereof and is +subject to the cautionary statements in the section headed ‘‘Forward-Looking Statements’’ in this +prospectus. +RISKS RELATING TO OUR BUSINESS AND INDUSTRY +The average selling price of our products may face downward pressure, which will adversely affect our +profit margins, result of operations and financial condition. +The average selling price of our products is i nfluenced by a variety of factors beyond our +control, including but not limited to raw materia l costs, competitor pricing, market trends and +labour costs. During the Track Record Period, the average selling price of our battery separator +products experienced a downward trend due to market competition. As a result, our gross profit +decreased by 23.7% from RMB1,290.4 million in 2023 to RMB984.3 million i n 2024, and further +decreased by 10.3% to RMB883.2 million in 2025. Our gross profit margin amounted to 43.3%, +28.1% and 21.7% in 2023, 2024 and 2025. See ‘‘ Financial Information — Description of Principal +Consolidated Statements of Comprehensive Income Items. ’’ We cannot predict the future trend of the +average selling price of our products, nor can we gua rantee that the fluctua tion of average selling +price will not continue. Any declin e in the average selling price could result in reduced gross profit +margins and gross profit, which may adversely affect our results of operations and financial +condition. +Our business is subject to the market forces in the new energy vehicle and energy storage industries and +our results are dependent in part on the changes in our customers’ industries and market demand for +their end products. +Our principal activities are dependent on the market forces in the NEV and energy storage +industries. The demand for lithium-ion battery se parators is dependent on f actors such as the use of +lithium-ion batteries for NEV and energy storage in end markets, new technological developments +resulting in new products and/or technology substitutions, and general economic conditions. The +demand for lithium-ion batteries has been growing rapidly in recent years, mainly due to the rapid +growth in demand for NEVs and energy storage. See ‘‘ Industry Overview. ’’ Moreover, our customers +generally work with us to design and develop our products for use in their end products, such as new +energy batteries and NEVs. Accordingly, demand for our separator products depends in part on the +demand for the end products of our customers, and the pace of industry acceptance and adoption of +new technologies or standards. Any reduction in de mand or activity in such industries could cause +our customers to reduce their orders from us, whic h may materially affect our business, financial +condition and results of operations. +There is no assurance that the demand for batteri es for NEVs and electrical energy storage will +continue to increase. In addition, if a more advan ced substitute for lithium-ion batteries gains +market acceptance and/or we fail to anticipate th e industry trends of the end markets that we serve, +our business, financial condition, results of operations and prospect s may be materially and +adversely affected. +RISK FACTORS +–3 6– + + +--- page 46 --- +All of our revenue is derived from lithium-ion battery separators. Such relatively homogeneous product +mix may cause risks in relation to policy restrictions and shifts in market demands. +Our income relies on the sales performance of the lithium-ion battery separators. As such, our +product mix is relatively homogeneous and, to some extent, lacks diversity which may expose us to +more risks and uncertainties in times of volatile market conditions compared with those of our +competitors that generate their income fr om a more diversified product portfolio. +In particular, we may be subject to changes in re levant policies and shifts in market demand. If +the relevant regulatory bodies were to impose additional requirements in accordance with laws and +regulations on the production of lithium-ion battery separators or the purchase of certain raw +materials, our business operations and financia l performance could be materially and adversely +affected. In addition, the market demand for lit hium-ion battery separators may be subject to +changes such as consumer demand for the products of the new energy vehicle and electrical energy +storage industries as a whole, which is beyond our control. This may in turn affect our business, +results of operations and financial condition. +If we fail to keep up with rapid changes in technologies or adapt our technology to emerging industry +standards, or if our efforts to invest in new technologies are unsuccessful or ineffective, or if lithium-ion +batteries are replaced by other types of battery, our business may be materially and adversely affected. +To remain competitive, we must continue to impro ve our technologies and enhance the quality +of our products. The lithium-ion battery separator industry is becoming increasingly competitive as +there has been a growing number of new industry entrants, and investments in new technologies, +processes and techniques have been rising. Any of these factors could render our existing +technologies or products obsole te. Therefore, our success dep ends, in part, on our ability to +identify, develop, acquire or license technologies applicable to our business. We cannot assure you +that we will be able to successfully develop or acqui re or effectively apply new technologies, recoup +relevant development or acquisition costs, or adapt our products accordingly to meet emerging +industry standards. If we fail to achieve any of th e abovementioned goals, whether for technical, +legal, financial or other reasons, our business, financial condition and results of operations may be +materially and adversely affected. +In addition, there are many types of batteries that can convert chemical energy into electrical +energy. After years of development, lithium-ion ba tteries have been proven to be the most efficient +and mature for the new energy industry. Although it is unlikely that lithium-ion batteries will be +replaced by other types of batteries in the short te rm, with the continual advances made in science +and technology, a more effective product may rep lace lithium-ion batteries in the future. In that +case, our business, financial condition, and result s of operations would be materially and adversely +affected. +We may be subject to intellectual property infringement claims, which could be time-consuming or +costly to defend and may result in the diversion of our financial and management resources. +We cannot be certain that our operations or any aspects of our business do not or will not +infringe upon or otherwise violate trademarks, copyrights, patents, know-how, trade secrets or other +intellectual property rights held by third parties without our being aware of such. During September +2019 to November 2023, our Company and certain of our subsidiaries received litigations against us +in the US and the UK by a competitor for alleged inf ringement, illegal acquisition of trade secrets +and unfair competition. Please see ‘‘ Business — Legal Proceedings and Compliance. ’’ We may from +time to time be subject to additional proceedings a nd claims pending or threatened against us in the +future relating to the intellect ual property rights of others. We cannot assure you that holders of +patents or other intellectual property rights purportedly relating to some aspect of our technology +infrastructure or business, if any such holders exis t, would not seek to enforce such patents or other +intellectual property rights aga inst us. Further, the application and interpretation of Chinese +Mainland laws relating to patents and other intellectual property rights and the procedures and +standards for granting such patents or other intellectual property rights in Chinese Mainland are +evolving and may be subject to change, and we cannot assure you that PRC courts or regulatory +RISK FACTORS +–3 7– + + +--- page 47 --- +authorities would agree with our analysis. As we f ace increasing competition from competitors in +Chinese Mainland, there may be a higher risk of us being subject to intellectual property +infringement claims or other legal proceedings. We may incur additional costs in monitoring and +detecting potential infringement. +If we are found to have violated the intellectual property rights of others, we may be subject to +liability for our infringement activities or may be pr ohibited from using such intellectual property, +and may incur licencing fees or be forced to develo p alternatives of our own. Defending against any +infringement or licencing allegations and claims can be costly and time-consuming and may divert +management’s time and other resources from our b usiness and operations, and the outcome of many +of these claims and proceedings cannot be predicted. If a judgement, a fine or a settlement involving +a payment of a material sum of money were to occur , or injunctive relief were issued against us, it +may result in significant monetary liabilities and may materially disrupt our b usiness and operations +by restricting or prohibiting our use of the inte llectual property in question, and our business, +financial position, results of operations, prospe cts and reputation could be materially and adversely +affected. +Our interest-bearing indebtedness exposes us to interest rate risk in relation to our floating-rate debt, +and our level of indebtedness may prevent us from meeting relevant obligations under our indebtedness, +which may adversely affect our ability to rai se additional capital t o fund our operations. +We operate in a capital-intensive industry that r equires substantial capital and other long-term +expenditures, including expenditures for the purchase of equipment and construction of +manufacturing bases. During the Track Record P eriod, we had certain borrowings to finance our +business operations and capital expenditures. We expect that we may continue to do so in the future +and our liquidity risk may increase. As at 31 December 2023, 2024 and 2025, our Group had +borrowings of RMB6,010.6 million, RMB10,384.1 million and RMB12,109.7 million, respectively, +with effective interest rates range of 2.40% to 4.25%, 2.28% to 5.59%, and 1.96% to 4.14% per +annum, respectively. +We are exposed to interest rate risk resulting fro m interest rate fluctuations. Rising interest +rates could increase interest expenses relating to our outstanding floating-rate borrowings, which +could materially and adversely affect our business, results of operations, financial condition and +prospects. +We cannot assure you that we will not have a substantial amount of borrowings in the future. +T h eh i g ha m o u n to fb o r r o w i n g sm a y( i )m a k ei tm o r edifficult for us to fulfil our obligations under +relevant indebtedness, exposing us to the risk of def ault, which, in turn, would negatively affect our +ability to operate as a going concern; (ii) require u s to allocate a higher portion of our cash flow from +operations to fund repayments of principal and interest on our borrowings, thus reducing the +availability of our cash flow for other purposes (such as working capital, capital expenditure and +other corporate purposes); (iii) expose us to high er pressure under adve rse economic or industry +conditions; (iv) limit our flexibility in planning for strategic targets, or reacting to changes in our +business or in the industry in which we operate; (v ) potentially restrict us from pursuing potential +strategic business opportunities; (vi) limit our ab ility to borrow additional funds; (vii) increase our +exposure to interest rate fluctuat ions; (viii) increase our exposure t o unpredictable adverse events, +such as not having enough cash to cover potential p roduct liability and/or expenses for upgrading +technologies or constructing ma nufacturing facilities; and (ix) limit our finance budget, each of +which will materially and adversely impact our bu siness, results of operations and financial +condition. +RISK FACTORS +–3 8– + + +--- page 48 --- +As a result of the covenants and restrictio ns, our business may be limited, and we may be +unable to raise additional debt or equity financing to compete effectively or to take advantage of new +business opportunities. A breach of any of the res trictive covenants could result in a default with +respect to the related indebtedness. If a default oc curs, the relevant lenders could demand immediate +payment. This, in turn, could cause cross-default o r payment acceleration of our other debts. In the +event that some or all of our debt payments are accelerated and become immediately due and +payable, we may not have the funds to repay , or the ability to refinance, such debt. +We face various risks associated with our inter national operations, and ou r inability to effectively +manage and contain them could adversely affect our business and performance. +While we generated a majority of our total reve nue during the Track Record Period from sales +to customers located in the PRC, we also made sales to overseas customers in countries and regions +such as South Korea, Japan, SEA and Europe. In line with our strategies, we intend to continue to +expand our international operations in the coming years. The demand for and market acceptance of +our products marketed and sold abroad are subject to uncertainty and can be heavily influenced by +local conditions and customs tariff policies. While we expect the PRC will continue to be our +primary market, we may expand the sales of our products overseas, which will expose us to a number +of risks, including, but not limited to: +. fluctuations in foreign currency exchange rates; +. increased costs associated with maintainin g the ability to understand the local markets +and develop and maintain effective marketing and distributing presence in various +countries; +. providing customer service and support in these markets; +. difficulty with staffing and managing overseas operations; +. difficulty and cost relating to compliance with different commercial and legal +requirements of the overseas markets in which we offer or plan to offer our products; +. failure to obtain or maintain permits for ou r products or services in these markets; +. different safety concerns and measures nee ded to address accident-related risks in +different countries and regions; +. inability to obtain, maintain or enforce intellectual property rights; +. unanticipated changes in prevailing economic conditions and regulatory requirements; +and +. trade barriers such as export requirements, tariffs, taxes and other restrictions and +expenses. +The success of our overseas expansion plans depends on whether we could adequately, timely +and effectively address the risks associated with overseas operations, such as failure to adopting +different legal framework and government policies, restrictions or requirements relating to foreign +investments, non-compliance with the requirements of applicable sanctions, antibribery and related +laws and regulations, failure to protect our rep utation from negative p ublicity against us, and +limitations on ability of non-nationals to reside an d work in such countries. We may not be able to +develop and implement policies and strategies th at will be effective in each location where we do +business. A change in one or more of the factors described above may have a material adverse effect +on our business, financial condition and results of operations. +Failure to compete effectively may materially and adv ersely affect our business, financial condition, +results of operations and prospects. +According to Frost & Sullivan, the market siz e of global battery separator industry by +shipment volume increased from 10.9 billion m +2 in 2021 to 40.3 billion m 2 in 2025 at a CAGR of +38.7%. Continual advances in related technologies in the lithium-ion battery separator industry, the +economies of scale facilitated by capital investm ent and the rapid increase in production capacity +have, on the one hand, resulted in a gradual reduction of production costs, and, on the other, made +market competition increasingly fierce. +RISK FACTORS +–3 9– + + +--- page 49 --- +We may face strong competition from our existing competitors as well as new industry entrants. +If we are unable to maintain our competitive adv antages and compete successfully against our +competitors and new industry entrants in the future, our business, financial condition, results of +operations and prospects may be materially and adversely affected. +We are subject to risks associated with international trade policies, geopolitics and trade protection +measures, export control and economic or trade sanctions. +We are subject to the risks associated with intern ational trade policies, geopolitics and trade +protection measures, and our business, financial condition and results of operations could be +adversely affected. Our revenue generated ov erseas amounted to RMB469.2 million, RMB401.0 +million and RMB568.2 million, respectively, in 202 3, 2024 and 2025, accou nting for 15.7%, 11.4% +and 13.9% of our total revenue during the same periods. A large portion of our overseas revenue was +generated from South Korea, Japan, SEA and Europe . The severity and frequ ency of international +trade friction and disputes have increased in r ecent years. We cannot guarantee you that these +countries will not strengthen their import polic ies or product certific ation requirements for +lithium-ion battery separators in the future, wh ich may have an adverse effect on our operations. +In recent years, complexities in internationa l relations, such as the geopolitical tensions +between the U.S. and Chinese Mainland, have presented new challenges. For example, on 13 +September 2024, the Office of the United States Tra de Representative announced a plan to raise the +additional tariff rate applicable to U.S. imports of lithium-ion EV batteries and lithium-ion non-EV +batteries from Chinese Mainland, pursuant to Section 301 of the Trade Act of 1974, from 7.5% to +25%, effective from 27 September 2024 and 1 January 2026, respectively. Moreover, starting from 1 +February 2025, additional tariffs pursuant to the International Emergency Economic Powers Act +(IEEPA) related to fentanyl on imports from Chinese Mainland imposed by the U.S. government +were imposed at between 10% and 20%. On March 26, 2025, the U.S. government announced its +intention to impose a 25% tariff on automobiles a nd certain automobile parts imported from all +countries pursuant to authority granted by Secti on 232 of the Trade Expansion Act of 1962. In April +2025, the U.S. government imposed IEEPA reci procal tariffs of up to 125% on all imports from +Chinese Mainland. In response, Chinese Mainla nd implemented counter-measures by imposing a +125% tariff on all imports from the U.S. In Novem ber 2025, reciprocal tariffs were reduced to 10%. +Subsequently, on 20 February 2026, the U.S. Supre me Court invalidated tariffs previously imposed +on goods imported from Chinese Mainland pursuant to the IEEPA, and the Trump Administration +has sought to replace these with a 10% tariff unde r Section 122 of the Trade Act, effective from 24 +February 2026, which will generally apply in addition to existing Section 301 tariffs. The U.S. has +also further extended the expiration of certain Section 301 tariff exclusions until 10 November 2026. +During the Track Record Period, we primarily sold coated separator products to the U.S. The +amounts of our separator products sales to the U.S. is RMB1.6 million, RMB9.9 million and +RMB64.1 million in 2023, 2024 and 2025, respectively, accounting for 0.05%, 0.3% and 1.6% of our +total revenue during the same year, respectively. Th ere is significant uncertainty on how the relevant +tariffs or other trade restrictions measures may evo lve, and any rising political tensions, as well as +increases in tariffs or changes to trade policies b etween the U.S. and Chinese Mainland, may have a +significant impact on our customers’ business wh ich may in turn adversely affect demands for our +products and business. +Some other regions have implemented or are considering tariffs or trade defense measures on +EV-related products manufactured in the Chinese M ainland. The EU imposed countervailing duties +on Chinese-origin EV to as much as 35.3% in October 2024. In April 2025, the EU and Chinese +Mainland have agreed to look into setting minimum prices of Chinese-made EV instead of tariffs +imposed by the EU. Our U.S. and EU Tariffs Legal A dvisor has advised that our direct exports to +the U.S. were subject to a tariff rate of 29.2% in 2023 and 2024. In 2025, total cumulative U.S. tariffs +generally increased to a maximum o f 49.2%, although there were fluctuations throughout the year +due to varying IEEPA fentanyl- and reciprocal tariff rates. On the other hand, EU tariffs on battery +separator products remained stable during t he Track Record Period at 6.5%. As of the Latest +Practicable Date, the U.S. tariff rate decreased to 39.2% due to the cancellation of IEEPA fentanyl +RISK FACTORS +–4 0– + + +--- page 50 --- +and reciprocal tariffs and the imposition of 10% Section 122 tariffs, while and EU tariff rates +remained 6.5%. The EU is also considering various measures to protect its domestic EV industry. In +2023, 2024 and 2025, our sales to the EU amounted to RMB 136.6 million, RMB99.3 million and +RMB186.7 million, respectively, representing 4 .6%, 2.8% and 4.6% of our total revenue during the +same years. As advised by our U.S. and EU Tariffs Le gal Adviser, our Directors are of the view that +given that (1) the current EU countervailing duties o nly affect Chinese-origin EVs and not batteries; +and (2) we are currently building overseas manuf acturing bases (including one in Europe), the +current EU tariffs have not had any material adverse effect on us. However, future tariffs imposed by +the EU and other potential measures could affect the demand for battery separators made by us in +international markets, in which case our business, prospects, financial condition and results of +operations could potentially be ma terially and adversely affected. +Furthermore, concerns over inflation, energy co sts, geopolitical frictions, capital market +volatility and liquidity issues may create difficult operating conditions in the future. Sales of our +products in certain countries and sales of products that include components obtained from certain +foreign suppliers maybe be materially and adverse ly affected by internatio nal trade regulations. +Certain foreign jurisdictions may impose investm ent restrictions, economic sanctions and trade +restrictions directly or indirectly affecting Chi nese Mainland-based companies. For example, on 28 +October 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 9 August 2023 (the ‘‘ Final Rule ’’), which became effective on 2 January 2025. The Final +Rule imposes investment prohibition and notifica tion 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) semic onductors and microelectronics, (ii) quantum +information technologies, and (iii) artificial inte lligence 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 Fore ign 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 part ner in a non-U.S. person p ooled investment fund. +The Final Rule contains exceptions for certain i nvestments, including those in publicly traded +securities, except when the U.S. person investor secures rights that go beyond standard minority +shareholder protections. While we believe that we are not a ‘‘Covered Foreign Person’’ and are not +engaged in any ‘‘covered activities’’ as defined in the Final Rule, we cannot assure you that the U.S. +authorities will not take a different vi ew on the applicability of the Final Rule. +Notably, President Trump issued the America Investment Policy Memorandum on 21 February +2025, which proposes to further expand the set of technologies of concern. On 18 December 2025, +U.S. President Trump signed into law the Fiscal Y ear 2026 National Defense Authorization Act, +which includes the Comprehensive Outbound Investment National Security Act of 2025 (the +‘‘COINS Act ’’). The COINS Act largely codifies the core of the Final Rule while making certain +modifications, and requires the Treasury to, within 450 days from passage, promulgate new or +amended regulations to implement the law. In ad dition, on 4 July 2025, the One Big Beautiful Bill +Act (the ‘‘OBBBA ’’) was enacted, which, among other things, provides a series of clean energy tax +credits but restricts certain foreign entities, in cluding entities under the control or influence of +Chinese citizens, from claiming such tax credits, an d imposes other restrictions, such as sourcing, +licensing and payment restrictions, on these fore ign entities. These rules may limit our ability to +engage in certain kinds of research or to invest or maintain investments in Chinese Mainland; they +may also limit our ability to raise capital from U.S. a nd other sources. Such laws and regulations are +likely subject to frequent changes, and their interpretations and en forcements involve substantial +uncertainties, which may be heightened by national security concerns or driven by political or other +factors that are outside of our control. Therefor e, such restrictions, and similar or more expansive +restrictions that may be imposed by the U.S. or oth er jurisdictions in the future, may be burdensome +or costly to comply with and may materially and adv ersely affect us, business partners and our key +suppliers’ and customers’ abilitie s to obtain technologies, systems, devices or components that may +be critical to our technology infrastructure, service offerings and business operations, and may affect +RISK FACTORS +–4 1– + + +--- page 51 --- +our sales or the sales of our customers to certain foreign markets. We have an extensive global +operation network, and there is no guarantee that we will continue to be able to operate in existing +geographic markets or enter into new markets given t he investment restrictions, economic sanctions +and trade restrictions that may be promulgated from time to time. In addition, our suppliers, +customers and other business counterparties, either in Chinese Mainland or overseas, may be subject +to sanctions or other restrictions themselves. I f we are unable to effectively and timely identify +high-risk counterparties and adopt compliance measures accordingly, we may be subject to the risks +of investigations, penalties or reputational damage. +Our efforts in developing and investing in research and development may not be effective. +Our success relies on our ability to innovate new pr oducts and enhance production efficiency. +In 2023, 2024 and 2025, our resea rch and development expense s amounted to RMB242.5 million, +RMB248.0 million and RMB278.4 million, respectiv ely. In order to maintain and expand our +competitive advantage, we may devote more reso urces in the future. In addition to our in-house +R&D capabilities, we also engage in joint R&D collaboration. See ‘‘ Business — Research and +Development .’’ However, as R&D activities are inheren tly uncertain, we cannot assure you that our +product research and development projects will be successful or be completed within the anticipated +time frame or budget, or that our newly develope d products will achieve wide market acceptance. +Even if such products can be successfully commerc ialised, there is no guarantee that they will be +accepted by our customers and achieve their an ticipated sales targets or profitability. +In addition, we cannot assure you that our existing or potential competitors will not develop +products which are similar or superior to our prod ucts or are more competitively priced. As it is +often difficult to project the time frame for developing new products and the duration of market +window for these products, there is a substantial risk that we may have to abandon a potential +product that is no longer commerc ially viable, even after we have invested significant resources in +the development of such product. If we fail in our p roduct launch efforts, our business, prospects, +financial condition and results of operations may be materially and adversely affected. +Our planned expansion into the semiconductor materials business is subject to uncertainties and risks +We intend to expand into the semiconductor ma t e r i a l ss e c t o ra sp a r to fo u r‘ ‘ n e we n e r g y+ +semiconductors’’ growth strategy. However, this r epresents a new business area for us and involves +uncertainties and risks. The semiconductor materials industry is highly specialised, capital-intensive +and subject to rapid technological change, and we h ave limited operating history in this sector. There +can be no assurance that we will be able to successf ully develop or commercialise semiconductor +materials products, attract customers in the semic onductor industry, or compete effectively against +established players with greater exp erience and resources in this field. +In addition, our planned investments in compan ies specialising in semiconductor materials, +including through minority equity stakes or other collaborative arrangements, may not generate the +anticipated returns. The valuation of target companies may prove to be higher than their actual +worth, and the anticipated synergies, cost savings , operational efficiencies and other benefits from +such investments may not be realised within the exp ected timeframe, or at all. The integration of any +acquired businesses or technologies into our existing operations may be more difficult, +time-consuming or costly than anticipated, and may divert management attention and resources +from our core lithium-ion battery separator business. +Furthermore, the semiconductor industry is subj ect to extensive regulation, export controls and +geopolitical sensitivities, particularly in th e context of ongoing tensions between the U.S. and +Chinese Mainland. Applicable laws and regul ations, including export control regimes and +investment restrictions, may limit our ability to a ccess certain technologies, customers or markets +in the semiconductor sector, or may impose compliance costs and operational constraints that +adversely affect the viability or profitabilit y of our semiconductor materials business. +RISK FACTORS +–4 2– + + +--- page 52 --- +If we are unable to successfully develop and grow our semiconductor materials business, or if +the risks described above materialise, our business, financial condition, results of operations and +prospects may be materially and adversely affected. +We are subject to customer concentration risk and the loss of, or a significant reduction in purchases +from, any of our major customers would significa ntly reduce our profitability and materially and +adversely affect our prospects, business, results of operations and financial condition. +During the Track Record Period, a majority of ou r lithium-ion battery separators were sold to +a relatively limited number of customers, and we expect our customer concentration to remain at a +relatively high level in the near future. Our key c ustomers include LG Energy Solution, Samsung +SDI, AESC, Murata, SK On, SAFT, CATL, BYD, Gotion High-tech, CALB, EVE Energy and +Sunwoda. In 2023, 2024 and 2025, the revenue contributed by our top five customers in each year +accounted for 63.8%, 50.9% and 60.8% of our tot al revenue, respectively. As such, we may be +subject to concentration risks f rom these major customers. We can not assure you that we will be able +to maintain our relationships with our major cust omers in the future. Our major customers are not +obliged in any way to continue to cooperate with u s in the future at a level that is similar to that in +the past, or at all. Should any of our major custo mers reduce substantially their demand for our +products or terminate its business relationship with us entirely, or fail to settle its payments on time, +we may not be able to secure new business from other customers to compensate for such reduction in +s a l e sd e m a n do rl o s so fb u s i n e s s .I fo u rr e l a t i o n s h i p sw i t ht h e s em a j o rc u s t o m e r sd e t e r i o r a t e ,o ri f +there is a perceived decline in the quality of our pr oducts, our sales to these major customers may +decrease accordingly. As a result, our business, financial condition, results of operations and +prospects may be materially and adversely affected. +Our business is susceptible to any policy changes affecting the new energy vehicle and ESS industry, +which may materially and adversely affect our business. +New policy for lithium-ion separators or changes in the regulatory requirements concerning the +end markets for lithium-ion separators may affect our business, financial condition, results of +operations and prospects. For example, on 20 October 2020, the Sta te Council issued the +Development Plan for New Energy Automobile In dustry (2021–2035) (Guobanfa [2020] No. 39) ( 《新 +能源汽車產業發展規劃（2021–2035 年）》（國辦發[2020]39 號）), proposing to achie ve the large-scale +application of highly autonomous vehicles throug h a 15-year programme. However, these policies +are subject to certain limits, and we cannot assur e you that any new legislations or regulatory +requirements, if any, would be favourable to our b usiness or financial condition. For instance, +according to the Notice on Improving the Financial Subsidy Policies for the Promotion and +Application of New Energy Vehicles (Cai Jian [2020] No. 86) ( 《關於完善新能源汽車推廣應用財政補 +貼政策的通知》（財建[2020]86 號 +）) (the ‘‘2020 Subsidy Circular ’’), released by the Ministry of Finance, +the Ministry of Industry and Information Technol ogy, the Ministry of Science and Technology and +the Development and Reform Commission on 23 April 2020, which was further confirmed on 31 +December 2020 and 31 December 2021, save in areas su ch as public transportation, the subsidies for +EV purchases from 2020 to 2022 will generally be reduced by 10%, 20% and 30%, respectively, +based on the level of the previous year, and the total number of EVs sold in Chinese Mainland that +will be entitled to such subsidies should be no m ore than two million each year. In addition, the +national EV subsidy policy for purchase of new EVs under the 2020 Subsidy Circular was terminated +on 31 December 2022. The termination of the subsidy p olicy could directly affect the profitability of +the EV manufacturers in the short term and some o f them may choose to pass down such increased +costs to end customers, which may discourage end c ustomers from choosing EVs, and thus affect the +overall market demand of EV battery products and lithium-ion battery separators. +In addition, in the context of the national goal of becoming carbon neutral, the energy storage +market in Chinese Mainland has welcomed a series o f favourable policies. For instance, Action Plan +for Carbon Dioxide Peaking Before 2030 ( 《2030 年前碳達峰行動方案》), issued by the State Council +in 2021, unveiled a series of action plans to accelerate energy storage development. As for ESS +industry, on 23 July 2021, the National Development and Reform Commission (the ‘‘ NDRC ’’) and +the National Energy Administration (the ‘‘ NEA’’) issued the Guiding Opinions on Accelerating the +RISK FACTORS +–4 3– + + +--- page 53 --- +Development of New Energy Storage (Fa Gai Neng Yuan Gui [2021] No. 1051) ( 《關於加快推動新型 +儲能發展的指導意見》)( 發改能源規[2021]1051 號), which set the goal of achieving a cumulative +installation capacity of 30 GWh of ESS by 2025, and achieving the comprehensive market +development of new energy storage by 2030. On 26 July 2021, the NDRC issued the Notice on +Further Improvement of the Time-of-use Pric ing Mechanism (Fa Gai Jia Ge [2021] No. 1093) ( 《關於 +進一步完善分時電價機制的通知》)( 發改價格[2021]1093 號), which encouraged the use of ESS to +reduce the power load in peak hours. On 21 December 2021, the NEA issued the Regulations on +Power Grid Connection and Operations (Guo Neng Fa Jian Guan Gui [2021] No. 60) ( 《電力併網運 +行管理規定》)( 國能發監管規[2021]60 號), which included electrochemical energy storage and other +new energy storage into the management of grid-c onnected subjects. On 29 January 2022, the NDRC +and NEA issued the ‘‘14th Five-Year Plan’’ New Ene rgy Storage Development Implementation Plan +(Fa Gai Neng Yuan [2022] No. 209) ( 《‘‘十四五’’新型儲能發展實施方案》)( +發改能源[2022]209 號), +which set the goal of enhancing the technological performance of electrochemical ESS and reduces +the systematic cost by over 30% by 2025, and encouraged to innovate new energy storage business +models and explore the application of business mod els such as shared energy storage, cloud energy +storage and energy storage aggregation. The Sta ndards for Lithium-Ion Battery Industry (2024 +edition)《鋰離子電池行業規範條件（2024 年本）》and the Measures for the Administration of +Lithium-Ion Battery Industry (2024 edition) 《鋰離子電池行業規範公告管理辦法（2024 年本）》were +released by the Ministry of Industry and Informat ion Technology, which en hanced the performance +specifications requirements for lithium-ion batteries and the application requirements for production +capacity expansion. +We may need to change or adapt our business focus from time to time in response to new rules +and regulations regarding the end markets of our products, but may not be able to do so timely and +efficiently. Any new legislation or changes in the regulatory requirements regarding our end markets +could have a material and adverse effect on our end customers, which in turn could materially and +adversely affect our business, financial condition and results of operations. Over the past few years, +we have benefited from government policy support, driving the development of lithium-ion +battery-related industries, including that of lit hium-ion battery separators. However, there is no +assurance that these policies will not change or be c oncluded in the future, in which case the entire +lithium-ion battery industry chain, including the lithium-ion battery separator industry, may be +adversely affected, which would have an adverse effect on our business, financial condition, and +results of operations. +Our historical performance may not be indicative of our future growth. +Our revenue increased by 17.6% to RMB3,506 .2 million in 2024, and further increased by +16.3% from RMB4,076.8 million in 202 5. However, our historical gro wth rates may not be indicative +of our future growth, and we may not be able to maintain similar growth rates in the future. Our +future growth is affected by a number of factors, s uch as macroeconomics, in dustrial policies, the +demand of the downstream market, the overall indu strial environment of the downstream market, +technological advances and market competition. We cannot assure you that we will grow at the same +rate as we have in the past, or at all. +We may face management risks arising from the expansion of our business. +Our business, results of operations and financ ial condition depend in part on our ability to +effectively implement our expansion strategies. W ith our rapid development, the scale of our assets +and income has continued to grow and is expect ed to further expand, which will increase the +responsibilities of our managem ent. To effectively manage the expected growth of our operations +and personnel, we will need to continue to improve our technological, operational and financial +systems, policies, procedures and controls. Ther e is no assurance that we will be able to effectively +manage our growth or to implement all these system s, procedures and control measures successfully +or that our new business initiatives will be successf ul. If our management fail to properly manage the +rapid expansion of our business, or our organisational structure and management system do not +improve in line with our expansion, our compe titiveness may be weakened, and we may face +management risks caused by rapid expansion. +RISK FACTORS +–4 4– + + +--- page 54 --- +Unauthorised use of our intellectual property by third parties may harm our brand and reputation, +materially and adversely affect our business, and we may incur substantial expenses to protect our +intellectual property rights. +We regard our patents, trademarks and other inte llectual properties as c ritical to our success. +See ‘‘Business — Intellectual Property. ’’ +We have made advanced progress and attained a l arge number of R&D achievements since our +inception. However, some of our R&D is still in the process of patent applications. We may face +risks that our applications may be rejected. In addition, some of our proprietary technologies are +non-patented technologies. If such technologies are leaked or violated, our business and financial +conditions may be adversely affected. +In addition, we cannot assure you that these agreements will not be breached, that we will have +adequate remedies to prevent any breach in time or at all, or that our proprietary technology, +know-how or other intellectual property will not oth erwise be disclosed to third parties. Costly and +time-consuming litigation could be necessary to enforce and determine the scope of our proprietary +rights, and failure to obtain or maintain trade s ecret protection could adversely affect our +competitive position. See ‘‘ Business — Legal Proceedings and Compliance. ’’ +Furthermore, our business partners may not alw ays comply with our contract terms prohibiting +the unauthorised use of our brands, images and other intellectual property rights. The agreements +may not effectively prevent disclosure of confiden tial information and may not provide an adequate +remedy in the event of unauthorised disclosure of confidential information. In addition, third parties +may independently discover trade secrets and pro prietary information, limiting our ability to assert +any trade secret rights against such parties. +Implementation of intellectual property laws in Chinese Mainland has been developing. +Monitoring the unauthorised use of our proprietary technology, trademarks and other intellectual +property is difficult and expensive, and litigat ion may be necessary to enforce our intellectual +property rights. Future litigation could result in substantial costs and diversion of resources, +including management time and attention, and could d isrupt our business, as well as materially and +adversely affect our financial cond ition and results of operations. +We may not be able to properly manage our production capacity. +We strategically operate our production facilit ies to secure efficient production with high +utilisation rates. In 2023, 2024 and 2025, our design ed production capacity amounted to 2,923.5 +million m +2, 4,475.8 million m 2 and 5,687.9 million m 2, respectively. Our utilisation rate in 2023, 2024 +and 2025 amounted to 89%, 90% and 81%, respectiv ely. Despite the increase in our production +capacity, our ability to meet the growing demands for our customers may still be constrained by +limitations in our production facilities. +We expect to expand our production capacity to meet customers’ expected demands for our +products. See ‘‘ Business — Manufacturing. ’’ However, there is no assurance that such expansion +plans will be successfully implemented as sche duled or will be commercially successful. Our +production capacity expansion plan is also subject to interruptions caused by risks commonly +associated with large construction and expansion p rojects, such as sufficiency of capital, failure to +obtain requisite approvals from regulatory autho rities, adverse weathe r conditions, natural +disasters, accidents and unforeseen circumst ances and problems, and other factors beyond our +control. As such, we may not be able to achieve the p lanned production capacity expansion on time. +Furthermore, our investment in such expansion plans may not necessarily lead to the desired +results. If the expansion results in production cap acity that exceeds our business growth or does not +a l i g nw i t hm a r k e td e m a n df o rc e r t a i np r o d u c tc ategories, we may encounter issues such as low +utilisation rates of production capacity, overprodu ction, increased fixed co sts, and reduced margins. +If any of the foregoing events occur, our results of o perations, financial performance and business +prospects could be materially and adversely affected. +RISK FACTORS +–4 5– + + +--- page 55 --- +Price fluctuations and inadequate supply of raw materials, energy, transportation and other necessary +supplies or services may impact our business, financial condition and results of operations. +Our raw materials primarily consisted of thermal plastics such as PP and PE, additives, +packaging and auxiliary production materials. The cost of raw materi als represents a substantial +portion of our total operating costs. In 2023, 2024 and 2025, our cost of raw materials amounted to +RMB693.7 million, RMB1,271.1 million and RMB1, 410.3 million, respectively, accounting for +41.0%, 50.4% and 44.2% of our costs of sales in the same year, respectively. We are vulnerable to +price changes in raw materials, energy, transportation, and other essential supplies or services due to +factors like inflation, currency fluctuations, we ather changes, and shifts in supply and demand. We +may not be able to offset price increases by raising the price of our products, in which case our profit +margin will decrease, and our financial conditio n and results of operations may be materially and +adversely affected. We may lose our competiti ve advantage if the prices of our products rise +significantly. This in turn could result in loss of sales and customers. +Moreover, if the supply of raw materials, energ y, transportation and other necessary supplies +or services is affected by natural disasters, adverse weather conditions, suppliers’ equipment failures, +disruptions in transport or other inclement factors, we may not be able to identify and secure +alternative sources of supply at acceptable prices or at all. We cann ot assure you that unexpected +and serious shortages of supply will not occur in the future. Any price fluctuations or disruption in +supply of raw materials, energy, transportation and other necessary supplies or services may have a +material adverse effect on our business, financial condition and results of operations. +We may be subject to risks associated with our product quality. +T h e r ei sn oa s s u r a n c et h a tw ew i l ln o tb ei n v o l v ed in those events in the future. Lithium-ion +batteries used in EVs and ESSs are inherently complex and may be subject to failure, accidents or +other malfunctions. Our lithium-ion battery separator products and the products of third parties in +which our products are a component are becoming i ncreasingly sophisticated and complicated as +technologies continue to advance. We cannot guarantee that there are no and will not be any quality +issues with our products. Any qua lity issues with our battery sepa rator products could compromise +our product performance, lose customers and/or o rders, and reduce our profitability. In addition, +third parties who have suffered losses may bring p roduct liability claims or legal proceedings against +us, which could require us to pay substantial mone tary compensation. Moreo ver, a product liability +claim could generate considerable negative public ity about our products and business, which would +materially and adversely affect our brand, business, prospects and results of operations. +Our manufacturing processes are potentially vulnerable to disruptions that can increase our production +costs. We may experience potential disruptions in operations due to manufacturing difficulties or +potential accidents. +Our manufacturing processes are complex, requ iring equipment that is periodically modified +and upgraded to improve manufacturing yields and product performance. From time to time, +production difficulties may arise that could cause delivery delays or reduced output. There is no +guarantee that we will not encounter manufacturin g issues in achieving acceptable output or timely +product delivery due to factors such as construction delays, challenges in upgrading or modifying +existing production lines, building new plants, adapting to new manufacturing technologies or +processes or delays in equipment deliveries. Any o f these issues could constrain our production +capacity and adversely affect our results of operations. +In addition, we may experience disruptions in our production lines due to additional factors +such as labour shortages or natural disasters, which may delay our production and delivery, leading +to sales loss, increased costs and damaged customer relationships. Any such event may adversely +affect our business, results of operati ons, financial condit ion, and prospects. +RISK FACTORS +–4 6– + + +--- page 56 --- +We may be subject to liabilities associated with work-related accidents. +Our manufacturing processes entail certain risk s, such as industrial acci dents, which could lead +to significant property damage or personal injury. Any such incident, regardless of its location, +could result in substantial production interruptions and delays, or claims for significant damage due +to personal injuries or property damage, thereb y adversely impacting our business, financial +condition and operational results. +We are subject to supplier concentration risk and any decrease in supplies and change in the business +relationship with our suppliers could have a material and adverse effect on our business, financial +condition, results of operation and prospect. +In 2023, 2024 and 2025, purchases from our top five suppliers in each year were RMB499.7 +million, RMB715.4 million and RMB919.3 million respect ively, accounting for 47.5%, 44.2% and +48.0% of our total purchases of raw materials in the r espective year, respectively. We believe that we +have a good cooperative relationship with our k ey suppliers. However, we cannot assure you that +there will not be any dispute with our major suppl iers, or that we will be able to maintain business +relationships with our existing suppliers. There is no assurance that we are able to maintain business +relationship with our existing suppliers, or we will be able to secure su pply of raw materials at +competitive prices. If we cannot locate alternat ive suppliers for replace ment in a timely manner +and/or on comparable commercial terms, our business operation may be hindered, which could +materially and adversely affect our profitability. +Work stoppages, increases in labour cost and other labour-related matters may have an adverse effect +on our business. +We believe that we have a good working relationship with our employees. We have not +experienced any material work stoppages, strikes or other major labour problems during the Track +Record Period. However, there is no assurance tha t any of such events will not arise in the future. If +our employees were to engage in a strike or other wo rk stoppage, we could experience significant +disruption of our operations and/or higher ongoing labour costs, which may have an adverse effect +on our business, financial condition and results of operations. +In addition, labour costs in regions where we operate have been increasing in recent years and +could potentially continue to increase, which may further increase our manufacturing costs. Factors +contributing to rising labour costs include infl ationary pressures, changes in minimum wage laws +and increased demand for skilled workers. Addition ally, regulatory chang es or enhanced employee +benefits mandated by law could further exacerbate these costs. The competition for skilled labour in +our industry is intense and we may be required to offer more attractive compensation packages to +retain and attract qualified personnel. We may not be able to pass on these increased costs to +customers by increasing the selling prices of our p roducts in light of competitive pressure in the +markets where we operate. In such circumstances, our profit margin may decrease and our financial +condition and results of operations may be materially and adv ersely affected. +We may need additional capital for business operations and expansion, and may be unable to obtain +such capital in a timely manner or on acceptable terms, or at all. +We may require additional capital beyond those generated by the operating activities from time +to time to grow our business, better serve our customers, develop and enhance our products, and +improve our operating facilities. Accordingly, we may need to issue additional equity or debt +securities or obtain a credit facility. The incurrenc e of debt financing would result in increased debt +service obligations and could result in operatin g and financing covenants that would restrict our +operations or our ability to pay di vidends to our shareholders. +Our ability to obtain additional capital is sub ject to a variety of uncertainties, including: +. our market position and competitivene ss in the markets in which we operate; +. our future profitability, overall financial condition and results of operations; +RISK FACTORS +–4 7– + + +--- page 57 --- +. general market conditions for capital-raisin g activities by companies in the lithium-ion +battery separator market or other relevant markets in Chinese Mainland, which in turn +are dependent on the prospects of such industries; and +. economic, political and other conditio ns in Chinese Mainland and globally. +We may be unable to obtain additional capital in a timely manner or on commercially +acceptable terms, or at all. If we are unable to obtain adequate financing on terms satisfactory to us +when we require it, our ability to continue to supp ort our business growth could be significantly +impaired, and our business and pro spects may be adversely affected. +We recorded net current liabilities during the Trac k Record Period, which cou ld expose us to liquidity +risks. +We recorded net current liabilities of RMB 1,435.4 million as of 31 December 2025. Our net +current liability position as of 31 December 2025 was primarily due to the increase in borrowings for +construction of manufacturing bases. There can be no assurance that we will be able to record net +current assets in the future. If we continue to record net current liabilities, we may face liquidity risks +and may not be able to repay short term indebtedness. In addition, having significant net current +liabilities could constrain our operational flexib ility and adversely affect our planned expansion +plans and our business operations. Any of these events may have a material adverse impact on our +business, financial condition and results of operations. +Fluctuations in exchange rates could have an adverse effect on the Group’s results of operations. +A part of our business uses US dollar as the settlement currency. Our revenue generated +overseas amounted to RMB469.2 million, RMB401.0 million and RM B568.2 million, respectively, in +2023, 2024 and 2025, accounting for 15.7%, 11.4% and 13.9% of our total revenue during the same +periods. In addition, we recor ded net foreign exchange gains of RMB1.0 million, RMB27.1 million +and RMB11.4 million in 2023, 2024 and 2025, respec tively. As we have expanded in, and expect to +continue to explore, overseas markets, we are incre asingly subject to risks a ssociated with foreign +exchange fluctuations. +Failure to maintain optimal inventory levels could inc rease our inventory holding costs or negatively +impact our sales. +Our inventories consisted of raw materials, se mi-finished goods and finished products. As at 31 +December 2023, 2024 and 2025, t he balances of our inventories amounted to RMB396.9 million, +RMB518.1 million and RMB762.4 million, respectiv ely. Our average inventory turnover days were +80.7 days, 72.6 days and 79.5 days in 2023, 2024 and 2025, respectively. As at 31 December 2023, +2024 and 2025, our provision for impairment o f inventories amounted to RMB43.1 million, +RMB45.7 million and RMB65.2 million, respectively . One of our customers during the Track Record +Period experienced deterioration of operating co nditions. We proactively negotiated with such +customer and made full provision of RMB12.7 million for impairment of relevant inventories +associated with this customer in 2024. However, we may not be able to effectively manage our +inventory level or to identify any excessive build-u p or insufficient stock of inventory in our global +operations. We may misjudge market demand. Inventory levels in excess of customer demand may +result in inventory write-downs or write-offs, and the sale of excess inventory at discounted prices +could impair the image of our brands and harm our g ross margin. However, if we underestimate the +demand for our products, insufficient stock could result in delays in the shipment of our products, +thereby impacting our ability to generate sal es and cause damages to our reputation and +relationships with our customers. Therefore, fa ilure to maintain optimal inventory levels could +increase our inventory holding costs or cause us to lose sales, either of which could adversely impact +our business, financial condition and results of operations. +RISK FACTORS +–4 8– + + +--- page 58 --- +We may be exposed to liquidity risk due to a long cash conversion cycle. +We recorded relatively long trade and note rece ivables turnover days, which may lead to delays +in converting our revenue into cash. Our cash conv ersion cycle, a metric measuring how efficiently +we manage its working capital by tracking the numb er of days it takes to convert our investments in +inventory and other resources into cash flows from sales, was 175.2 days, 223.1 days and 234.9 days +in 2023, 2024 and 2025, respectively. The cash conversion cycle is calculated by adding average +inventory turnover days and average trade and notes receivables turnover days, then subtracting +average trade and notes payables turnover days. A long cash conversion cycle may increase our +reliance on working capital or external financing to support our operations and growth. If we are +unable to manage our inventory and receivables efficiently or to secure adequate financing on +acceptable terms, our liquidity position, financial condition, and results of operations could be +materially and adversely affected. +Our financial results may be affected by government grants. +We recorded government grants of RMB101 .8 million, RMB84.5 million and RMB99.7 million +for the years ended 31 December 2023, 2024 and 2025, respectively. Not all of those grants are +recurring in nature. The aforementioned grants we received are uncertain and subject to certain +criteria and procedures stipulated by local governm ents. In addition, the development focus of local +governments may shift to other industries over time. We cannot assure you that we will be able to +receive any such grants in the future. If we are una ble to receive future grants at the same level as we +received during the past, or at all, our profita bility for the period may be adversely affected. +We are exposed to credit risks related to our trade receivables. +We generally grant credit periods within 180 days to our customers. Our trade and notes +receivables amounted to RMB1,773.2 million, RMB2 ,376.1 million and RMB2,480.1 million as at 31 +December 2023, 2024 and 2025, respectively. In 2023, 2024 and 2025, our average trade and notes +receivables turnover days amounted to 204.4 days , 223.6 days and 224.1 days, respectively. If any of +our customers experience financial difficulties in s ettling the trade receivables due to factors beyond +their control such as adverse changes in the competitive landscape and government policies of the +industries in which they operate, our correspon ding trade receivables recoverability might be +adversely affected. One of our customers during th e Track Record Period experienced deterioration +of operating conditions. We proactively negotia ted with such customer and made full provision of +RMB50.0 million for trade receivables related to this customer in 2024. +If we are unable to collect our trade receivables from our customers in a timely manner per +contractual terms or at all, or if there are any m aterial delays in payment by our customers, our +liquidity and cash management will be materially an d adversely affected, which, in turn, might affect +our business, financial condition and results of operation. +Impairment losses of prepayments, other receivables and other assets would adversely affect our +business, financial performance and results of operations. +Our prepayments, other receivables and othe r assets mainly consisted of (i) prepayment for +acquisition of non-current assets, mainly relating to prepayments for acquisition of equipment for +our manufacturing, (ii) VAT recoverable, (iii) prepay ments for materials and others, mainly relating +to raw materials, and (iv) other receivables, main ly relating to lease deposits. As at 31 December, +2023, 2024 and 2025, our prepayment, other receivables and other assets amounted to RMB1,699.2 +million, RMB1,891.3 million and RMB907.6 million, respectively. +We measure loss allowance of other receivables as either 12-month expected credit loss or +lifetime expected credit loss, depending on whether th ere has been a significant increase in credit risk +since initial recognition. All prepayment and ot her assets are tested for impairment whenever there +are indications that the asset’s carrying amoun tm a yn o tb er e c o v e r a b l e .I m p a i r m e n tl o s si s +recognised as an expense immediately for the amo unt by which the asset’s c arrying amount exceeds +its recoverable amount. We only recorded impairmen t losses for other receivables during the Track +Record Period. As at 31 December, 2023, 2024 and 2025, we recorded allowance for impairment of +RISK FACTORS +–4 9– + + +--- page 59 --- +other receivables of RMB0.5 million, RMB0.9 million and RMB1 .7 million, respectively. The +a s s e s s m e n to fi m p a i r m e n tl o s s e si n v o l v e sas i g n i f i c a n td e g r e eo fm a n a g e m e n tj u d g e m e n t sa sw e l la s +estimates in determining the key assumptions. Such management’s estimates and the related +assumptions have been made in accordance with in formation available to us, such estimates or +assumptions are subject to further adjustment if new information becomes known. Therefore, there +is uncertainty on the prediction of the movement of impairment of prepayments, deposits and other +receivables. Significant impairment losses on pre payments, deposits and other receivables may have +a material adverse effect on our financi al condition and results of operations. +Furthermore, we may be required to incur costs t o comply with current or future environmental +laws and regulations. These current or future la ws and regulations may impair our research, +development or production effort s. Failure to comply with these law s and regulations also may result +in fines, penalties or other sanctions. Any of the foregoing could adversely affect our business, +financial condition, results of operations and prospects. +We may be subject to penalties under relevant PR C laws and regulations due to failure to be in full +compliance with social insurance and housing provident fund regulations. +Pursuant to the PRC laws and regulations, we are r equired to participate in the employee social +welfare plan administered by local governments. Such plan consists of pension insurance, medical +insurance, work-related injury in surance, maternity insurance, une mployment insurance and housing +provident fund. The amount we are required to contribute for each of our employees under such plan +should be calculated based on the employee’s actual salary level of the previous year, and be subject +to a minimum and maximum level as from time to time prescribed by local authorities. In 2023, 2024 +and 2025, the amount of our shortfall in our contributions of social insurance fund and housing +provident fund (including contributions made by third-party human resources agencies) is RMB13.0 +million, RMB12.9 million and RMB12.0 million, respec tively. During the Track Record Period and +up to the Latest Practicable Date, although we have not made contributions based on the employee’s +actual salary level, we have not received any noti ce requiring us to pay any outstanding social +insurance and housing provident fund contributions, nor have we been subject to any administrative +action or penalty by the relevant regulatory authorities with respect to our social insurance and +housing provident fund contributions. As advise d by our PRC Legal Adviser, according to the Social +Insurance Law of the PRC, from the date on wh ich the payment is in arrears, a late payment +surcharge of 0.05% of the outstanding amount ma y be imposed on a daily basis. In addition, where +payment is still not made after the expiry of the t ime limit ordered by the competent authorities, a +fine could be imposed with the maximum being three times the amount in arrears. Any of the +foregoing could adversely affect our financial cond ition and results of operations. As advised by our +PRC Legal Adviser, based on the interviews with relevant competent gove rnment authorities, +assuming that there is no material pending employee claims (or an y such claims have been properly +resolved) and no material change to current PRC l aws and regulations and the practice in policy +implementation and inspection of local governme nts, the likelihood tha t we would be required by +relevant authorities to pay all shortfall and late fees for social insurance and housing provident fund +contributions and/or be subject to material admin istrative penalties due to failure to make full +contributions is remote. +Any negative publicity regarding our Company, Directors, employees or products, regardless of its +veracity, could adversely affect our business. +Our image is sensitive to the public’s percep tion of us as a business in its entirety, which +includes not only the quality and competitiveness of our products, but also our corporate +management and culture. We can not guarantee that no one will, intentionally or otherwise, +distribute information about us, especially information regarding the quality of our products or our +internal management matters, th at may result in a negative perception of us by the public. Any +negative publicity about our Company, Directors, employees or products, regardless of veracity, +could lead to potential loss of customers or difficulty in retaining or recruiting talent that are +essential to our business operations. As a result , our business, financial condition, results of +operations, reputation and prospects may be materially and adversely affected. +RISK FACTORS +–5 0– + + +--- page 60 --- +Acquisitions, investments or strategic cooperation may fail and materially and adversely affect our +reputation, business and results of operations. +We may acquire additional assets or businesse s that may generate synergies when combined +with our existing business. The cost of identifying and consummating acquisitions may be +significant. We may also have to obtain shareholders’ approvals and approvals and licences from +the government authorities for the acquisitions and comply with applicable laws and regulations. +Obtaining such approvals and licences may delay, if not halt, our acquisition efforts. Future +acquisitions, investments and the subsequent integration of new assets and businesses into our own +may entail a number of risks, including: +. increased operating expenses and capital need; +. share dilution from the issuance of additional securities; +. incurrence of debt, goodwill impairment cha rges, amortisation expenses for other +intangible assets and contingent or unforeseen liabilities; +. diversion of our management’s attention and resources from our existing business in the +pursuit of such acquisition; +. failure to achieve the anticipated valuation, synergies, cost savings, operational +efficiencies or other benefits from an acq uisition or investment, whether due to +incorrect assumptions, unforeseen market developments or other factors beyond our +control; +. difficulties in integrating the operations, sy stems, technologies, personnel, products and +cultures of an acquired business with our existing operations, which may be more +complex, time-consuming or costly than anticipated; +. disruption to our existing business operations and diversion of management attention +arising from integration activities; +. frictions in the assimilation of operations, tal ents, intellectual property and products of an +acquired business; and +. loss of key personnel and business relationships as a result of such acquisition. +We may also in the future enter into strategic coop eration with various third parties. Strategic +cooperation with third parties could su bject us to a number of risks, including: +. disclosure or misappropriation of proprietary information; +. defaults including breach of covenants, n on-performance by the counterparty; and +. negative publicity related to these third-parties or such strategic cooperation. +If we fail to address the risks related to our future acquisitions, investments and strategic +cooperation, including the risks o f failing to achieve anticipated val uations, synergies or integration +outcomes, we may not be able to realise the anticipated benefits and our reputation, business, +financial condition and results of operations may be adversely affected. +We are exposed to risks relating to the retention of our senior management. +The composition and continued commitment of our senior management team has been a key +element of our success and our ability to operate effe ctively. Our future success is also significantly +dependent upon the continued service of our key executives and other personnel who make up our +management team, and our ability to attract and retain personnel who have the necessary experience +and expertise. If we lose our senior management member to competitors or other industries, our +competitiveness, operations and ab ility to grow may be adversely affected. +Our business depends substantially on the continuous efforts of our talent pool comprising employees +and scientists who support our existing operations and future growth. If we are unable to retain, attract, +recruit or train such personnel, our business may be materially and adversely affected. +Our success depends on our ability to attract, re cruit and train a large number of qualified +employees and retain existing key personnel including scientists and experts. In particular, we rely on +our research and development team to develop tech nologies and our experienced sales personnel to +maintain relationships with our customers. In order to compete for talent, we may need to offer +RISK FACTORS +–5 1– + + +--- page 61 --- +higher compensation, better training, more attractive career opportunities and other benefits to our +employees, which may be costly. We cannot assure you that we will be able to attract or retain the +qualified workforce necessary to support our future growth. Furthermore, any disputes between us +and our employees or any labour-related regulatory or legal proceedings may divert management +and financial resources, negatively affect staf f morale, reduce our productivity, or harm our +reputation and future recruiting efforts. In additi on, our ability to train and integrate new employees +into our operations may not meet the demands of our growing business. Any of the above issues +related to our workforce may materially and adver sely affect our operations and future growth. +We rely on third parties to provide logistics servic es for our business. If these third parties fail to +provide reliable and timely services, our business, financial condition and results of operations may be +adversely affected. +We rely on third-party service providers for so me services in connection with our business, such +as logistics. We obtain services from third-part y service providers who we believe are able to meet +our requirements. However, the services provide d by any of the third-party service providers may +not be provided in a timely manne r and the services provided by them may not be of satisfactory +quality. If the third-party service providers do no t perform satisfactorily, substantially reduce the +amount and scope of their services, substantially increase the prices of their services or terminate +their business relationship with us, we may need to r eplace the third-party service providers or take +other remedial actions which could increase our costs of operations. As we do not have direct control +over the third-party service pro viders, if they become involved in the unauthorised provision of +services not complying with our requirements or a pplicable laws and regulat ions, our reputation in +the industry will be affected. This, in turn, may materially and adversely affect our business, +financial condition and results of operations. +We may be involved in claims, disputes and legal proceedings in our ordinary course of business. +From time to time, we may be involved in clai ms, disputes and legal proceedings in our +ordinary course of business. These may concern issues relating to, among others, breach of contract, +employment or labour disputes, antitrust, infri ngement of intellectual property rights, and +environmental matters. See ‘‘ Business — Legal Proceedings and Compliance. ’’ If we fail in +defending against any such claims, we may be subject to substantial damages to compensate the +claimants. Any claims, disputes or legal proceedings initiated by us, or brought against us, with or +without merit, may result in substantial costs an d diversion of resources and may materially harm +our reputation. Furthermore, claims, dispute s or legal proceedings against us may be due to +defective supplies sold to us by our suppliers, who may not be able to indemnify us in a timely +manner, or at all, for any costs that we incur as a result of such claims, disputes and legal +proceedings. +On 31 July 2025, the Supreme People’s Court of the PRC issued the Interpretation II by the +Supreme People’s Court of the PRC on Legal Issues in the Trial of Labour Dispute Cases ( 最高人民法 +院關於審理勞動爭議案件適用法律問題的解釋（二）) (the ‘‘Interpretation ’ ’), which takes effect from 1 +September 2025. Failure to comply with the new inte rpretations may impose a dditional obligations +on us, or otherwise increase our compliance costs and expose us to potential penalties and fines. +Our insurance coverage may not be sufficient to cover all losses, which may increase our costs of +operation. +We maintain property risk insurance and employee-related insurance for our business +operations. However, the amount of coverage, d epending on the insurance policies to which we +subscribe, may not be adequate to fully compensa te all types of loss, damage and liability we may +suffer in the future. For example, insurances cove ring loss from acts of war, terrorism, or natural +disasters may be unavailable or cost prohibitive. I n addition, we cannot guarantee that our policies +can be renewed on similar or acceptable terms, o r at all. If we suffer unexpected severe losses or +losses that far exceed the policy limits, our busine ss, financial condition, results of operations and +prospects may be materially and adversely affected. +RISK FACTORS +–5 2– + + +--- page 62 --- +Our business and operations may be materially and adversely affected by natural disasters, epidemics +and pandemics. +Our business may be adversely affected by the occurrence of typhoons, severe storms, +earthquakes, floods, fires or other natural disasters or similar events especially in the areas where we +operate. In addition, any outbreak of a contagious disease, such as severe acute respiratory +syndrome (SARS), Middle East respiratory syndrom e, avian influenza or novel coronavirus disease +(COVID-19), could disrupt our operations with respect to our supply chain, production, delivery +and sales. Such events could decrease the demand for our products, impact the productivity of our +workforce, make it difficult or impossible for us to manufacture and deliver products to our +customers in a timely manner, or to receive mate rials and equipment from our suppliers. Should +major public health emergencies, including pandem ics, arise, we could be adversely affected by more +stringent employee travel restrictions, additional requirements in freight, relevant policies affecting +the movement of products between regions, del ays in the ramp-up of the production capacity and +disruptions in the operations of our suppliers. In the event of a natural disaster, we could incur +significant losses, which could require subst antial recovery time and result in significant +expenditures in order to resume operations. +RISKS RELATING TO WHERE WE CONDUCT BUSINESS +Changes in the economic, political or social conditions or government policies in the countries and +regions where we operate could affect our business, financial condition and results of operations. +A substantial part of our assets and operations are located in Chinese Mainland. In addition, +we operate our business in a number of other geographic markets globally. Accordingly, our +business, financial condition and results of operations could also be influenced by political, +economic and social conditions in these markets. Economic growth in each of our geographic +markets has been uneven, both geographically an d among various sectors within any one of the +relevant economies. Any economic downturn, whether actual or perceived, further decrease in +economic growth rates or an otherwise uncertain economic outlook in our geographic markets or +any other market in which we may operate could affe ct our business, financial condition and results +of operations. Changes in the economic or political environment could increase our costs, increase +our exposure to legal and business risks, disrupt our operations and affect our results of operations. +We may be subject to approval, filing or other regu latory requirements of the CSRC or other PRC +governmental authorities in connection with future capital raising activities. +We may, from time to time, undertake capital raisin g activities, including offerings of equity or +debt securities in the PRC or overseas markets. In connection with such activities, we may become +subject to approval, filing, registration or other regulatory requirements imposed by the CSRC or +other relevant PRC governmental authorities, pa rticularly the regulatory frameworks governing +offshore listings and securities o fferings by PRC-related entities. Any failure or delay in obtaining +the necessary approvals or completing the required filings could materially an d adversely affect our +ability to access capital markets in a timely mann er or on commercially favourable terms, which may +in turn impact our funding strategy, expansion plans and overall financial condition. +Development in the legal system of certain geographic markets in which we operate could materially and +adversely affect us. +Legal systems of the geographic markets where we operate vary significantly from jurisdiction +to jurisdiction. Some jurisdictions have a civil la w system based on written statutes and others are +based on common law. Unlike the common law system, prior court decisions under the civil law +system may be cited for reference bu t have limited precedential value. +RISK FACTORS +–5 3– + + +--- page 63 --- +The legal systems of some geographic markets wh ere we operate are consistently evolving. Laws +and regulations that are recently enacted may not su fficiently cover all aspects of economic activities +in such markets. In particular, the interpretation and enforcement of these laws and regulations are +subject to future implementations, and the applic ation of some of these laws and regulations to our +businesses is not settled. Since local administrativ e and court authorities are authorised to interpret +and implement statutory provisions and contractual terms, it may be difficult to evaluate the +outcome of administrative and court proceedings and the level of legal protection we have in many of +the geographic markets where we operate. Local courts may have discretion to reject enforcement of +foreign awards or arbitration awards. These uncert ainties may affect our judgement on the relevance +of legal requirements and our ability to enforce ou r contractual rights or claims. In addition, the +regulatory uncertainties may be exploited through unmerited or frivolous legal actions, claims +concerning the conduct of third parties, or threa ts in attempt to extract payments or benefits from +us. +Furthermore, many of the legal systems in the ge ographic markets where we operate are based +in part on their respective government policies and internal interpretation s, some of which are not +published on a timely basis or at all and may have re troactive effects. There are other circumstances +where key regulatory definitions are unclear, impre cise or missing, or where interpretations that are +adopted by regulators are inconsistent with interpretations adopted by a court in analogous cases. +As a result, we may not be aware of our violation of certain policies or rules until sometime after the +violation. In addition, administrative and court proceedings in certain of our geographic markets +may be protracted, resulting in substantial costs and diversion of resources and management +attention. +It is possible that a number of laws and regulations may be adopted or construed to be +applicable to us in our geographic markets and elsewhere that could affect our businesses and +operations. Scrutiny and regulations of the indust ries in which we operate may further increase, and +we may be required to devote additional legal and other resources to addressing these regulations. +Changes in current laws or regulations or the imposition of new laws and regulations in our +geographic markets may slow the growth of our in dustries and affect our business, financial +condition and results of operations. +Regulations on currency exchange may limit our fore ign exchange transaction s, including our ability to +pay dividends and other obligations, and may affect the value of your investment. +The conversion of Renminbi is subject to applica ble laws and regulations in Chinese Mainland. +We cannot guarantee that under a certain exchange rate, we will have sufficient foreign exchange to +meet our foreign exchange needs. Under the current PRC foreign exchange control system, foreign +exchange transactions under the current account conducted by us, including the payment of +dividends, do not require advance approval from the SAFE. We are required to present documentary +evidence of such transactions and conduct such tra nsactions at banks that have the licences to carry +out foreign exchange business. Foreign exchange transactions under the capital account conducted +by us, however, must be registered in advance by the SAFE or its designated banks. +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, any change in these foreign exchange +policies or any insufficiency of foreign exchange ma y restrict our ability to obtain sufficient foreign +exchange for dividend payments to shareholde rs or to satisfy any other foreign exchange +requirements, or to capitalise our capital expen diture plans, and even our business, results of +operations and financial co ndition, may be affected. +RISK FACTORS +–5 4– + + +--- page 64 --- +We could be subject to changes in our tax rates, the adoption of new tax legislation or exposure to +additional tax liabilities. +For the companies established in Chinese Ma inland, the EIT Law imposes a tax rate of 25% on +business enterprises. Our Company and some of our subsidiaries are entitled to preferential tax +treatment. For example, our Company and several o f our subsidiaries in Chinese Mainland have +been qualified as high-tech enterprises or engaged in policy-encouraged busin esses, accordingly, they +were entitled to a preferential income tax rate of 15% during the Track Record Period. For details, +see ‘‘Financial Information — Description of Principal Consolidated Statements of Comprehensive +Income Items — Income Tax Expense. ’’ To the extent there are any changes in the laws and +regulations governing preferential tax treatme nt or increases in our effective tax rate due to any +other reasons, our tax liability would increase corr espondingly. In addition, regulations on income, +withholding, value-added, and other taxes are su bject to be amended or restated. Non-compliance +with the tax laws and regulations in Chinese Mainl and may also result in penalties or fines imposed +by relevant tax authorities. Adjustments or changes to tax laws and regulations in Chinese Mainland +and tax penalties or fines could affect our businesses, financial condition and results of operations. +Holders of our H Shares may be subject to PRC income tax obligations. +Under the current PRC tax laws and regulations, non-PRC resident individuals and non-PRC +resident enterprises are subject to different tax ob ligations with respect to the dividends paid to them +by us and the gains realised upon the sale or other disposition of H Shares by them. Non-PRC +resident individuals are required to pay PRC indi vidual income tax at a 20% rate for the dividends +or gain from share transfer derived in Chinese M ainland under the Individual Income Tax Law of +the PRC (《中華人民共和國個人所得稅法》) and its implementation regulations. Accordingly, we are +required to withhold such tax from dividend payme nts, unless applicable tax treaties between the +PRC and the jurisdiction in which the foreign individual or enterprise resides reduce or exempt the +relevant tax obligations. Pursuant to the Arrangement between the Mainland of China and the Hong +Kong Special Administrative Region for the Avoid ance of Double Taxation and the Prevention of +F i s c a lE v a s i o nw i t hR e s p e c tt oT a x e so nI n c o m e(《內地和香港特別行政區關於對所得避免雙重徵稅 +和防止偷漏稅的安排》) signed on 21 August 2006, the PRC government may impose tax on dividends +paid by a PRC company to a resident of the HKSAR (including natural person and legal entity), but +such tax will not exceed 10% of the total amount of the dividends payable by the Chinese company. +If an HKSAR resident directly holds 25% or more of the equity interest in a PRC company, such tax +will not exceed 5% of the total dividends payable by the Chinese company. The Fifth Protocol to the +Arrangement between the Mainland of China and t he Hong Kong Special Administrative Region for +the Avoidance of Double Taxation and the Prevent ion of Fiscal Evasion with Respect to Taxes on +Income ( 《〈內地 +和香港特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排〉第五議定書》) +issued by the State Taxation Ad ministration of the PRC (‘‘ STA ’’) effective on 6 December 2019 +stipulates that the arrangements or transactions made for the primary purpose of obtaining the +above-mentioned tax benefits are not subject to the above-mentioned provisions. For non-PRC +resident enterprises that do not have establishments or premises in the PRC, and for those who have +establishments or premises in the PRC but whose income is not related to such establishments or +premises, under the Enterprise Income Tax Law of the PRC ( 《中華人民共和國企業所得稅法》), and +its implementation regulations, d ividends paid by us and gains realised by such foreign enterprises +upon the sale or other disposition of H Shares are typically subject to PRC enterprise income tax at a +10% rate. The Circular on Issues Relating to th e Withholding of Enterprise Income Tax by PRC +Resident Enterprises on Dividends Paid to Overse as Non-PRC Resident Enterprise Shareholders of +HS h a r e s(《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅 +有關問題的通 +知》) issued by the STA, also stipulates that the wi thholding tax rate for dividends payable to +non-PRC resident enterprise holders of H Shares shall be 10%, subject to a further reduction under a +special arrangement or an applicable treaty betwee n Chinese Mainland and the jurisdiction of the +residence of the relevant non-PRC resident enterprise. Despite the arrangements mentioned above, +the interpretation and application of applicable PRC tax laws and regulations are subject to the then +relevant laws and regulations due to several factors, including whether the relevant preferential tax +treatment will be revoked in the future such that all non-PRC resident individual holders will be +RISK FACTORS +–5 5– + + +--- page 65 --- +subject to PRC individual income tax at a flat ra te of 20%. If there is any change to applicable tax +laws and rules and interpretation or application wit h respect to such laws and rules, the value of your +investment in our H Shares may be materially affected. +You may experience difficulties in effecting service of legal process and enforcing judgements against +us, our most Directors and senior management. +We are a company incorporated under the P RC laws and a majority of our assets and +subsidiaries are located in Chinese Mainland. The majority of our Directors and senior management +reside within Chinese Mainland. The assets of th ese Directors and senior management also may be +located within Chinese Mainland. As a result, it m ay be complex and difficult to effect service of +process upon or to enforce judgements against us, most of our Directors and senior management +outside Chinese Mainland. +Any failure to comply with relevant regulations regarding the registration requirements for employee +share incentive plans may subject our share incentive plan participants or us to fines and other legal or +administrative sanctions. +In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange +Administration for Domestic Individuals Part icipating in Stock Incentive Plan of Overseas +Publicly Listed Company (( 關於境內個人參與境外上市公司股權激勵計劃外匯管理有關問題的通 +知》), replacing earlier rules promulgated in 2007 . Pursuant to these rules, PRC citizens and +non-PRC citizens who reside in Chinese Mainland f or a continuous period of not less than one year +and participate in any stock incentive plan of an o verseas publicly listed company, subject to a few +exceptions, are required to register with SAFE through a domestic qualified agent and complete +certain other procedures. In addition, an overseas-entrusted institution must be retained to handle +matters in connection with the exercise or sale of stock options and the purchase or sale of shares +and interests. We, our executive officers and oth er employees who are PRC citizens or who reside in +Chinese Mainland for a continuous period of not less than one year and who have been granted +options of H shares will be subject to these regul ations when we become an H-share listed company +upon the completion of the Global Offering. Failu re to complete SAFE registrations may subject +them to fines and legal sanctions. In light o ft h ea b o v e ,w ec a n n o ta s s u r ey o ut h a tw ew i l l +continuously adopt additional H shares incentive plans for our directors, executive officers and +employees under PRC law. In addition, the STA has issued certain circulars concerning employee +share options and restricted shares. Under the se circulars, our employees working in Chinese +Mainland who exercise share options or are gr anted restricted shares will be subject to PRC +individual income tax. We have obligations to file documents related to employee share options or +restricted shares with relevant tax authorities and to withhold individual income taxes of those +employees who exercise their share options. If our employees fail to pay or we fail to withhold their +income taxes according to relevant laws and regulations, we may face sanctions imposed by the tax +authorities. +RISKS RELATING TO THE GLOBAL OFFERING +We will be concurrently subject to listing and regulatory requirements of Chinese Mainland and Hong +Kong. +As we are listed on the Shenzhen Stock Exchange and will be listed on the Main Board in Hong +Kong, we will be required to comply with the listing rules (where applicable) and other regulatory +regimes of both jurisdictions, unless an exemp tion is available or a waiver has been obtained. +Accordingly, we may incur additional costs and resources in continuously complying with all sets of +listing rules in the two jurisdictions. +The characteristics of the A share and H share markets may differ. +Our A Shares are listed and traded on the Shenz hen Stock Exchange. Following the Global +Offering, our A Shares will continue to be traded on the Shenzhen Stock Exchange and our H Shares +will be traded on the Stock Exchan ge. Under current laws and regulations of Chinese Mainland, +without the approval from the relevant regulatory authorities, our H Shares and A Shares are neither +RISK FACTORS +–5 6– + + +--- page 66 --- +interchangeable nor fungible, and there is no trading or settlement between the H Share and A Share +markets. With different trading characteristics , the H Share and A Share markets have divergent +trading volumes, liquidity and investor bases, as w ell as different levels of retail and institutional +investor participation. As a result, the trading performance of our H Shares and A Shares may not +be comparable. Nonetheless, fluctuations in the p rice of our A Shares may adversely affect the price +of our H Shares, and vice versa. Due to the different characteristics of the H Share and A Share +markets, the historical prices of our A Shares may not be indicative of the performance of our H +Shares. You should therefore not place undue reliance on the trading history of our A Shares when +evaluating the investment decision in our H Shares. +There has been no prior public market for our H Shares, and an active trading market for our H Shares +may not develop or be sustained. +Prior to the Global Offering, there was no pub lic market for our H Shares. We cannot assure +you that a public market for our H Shares with adequ ate liquidity and trading volume will develop +and be sustained following the completion of the Glo bal Offering. In addition, the Offer Price of our +H Shares is expected to be fixed by agreement b etween the Joint Global Coordinators (for +themselves and on behalf of the Underwriters) and us, and may not be an indication of the market +price of our H Shares following the completion of t he Global Offering. If an active public market for +our H Shares does not develop following the completion of the Global Offering, the market price and +liquidity of our H Shares may be mat erially and adversely affected. +The liquidity, trading volume and market price of our H Shares may be subject to significant volatility +in response to various factors beyond our control, including the general market conditions of securities +in Hong Kong and elsewhere in the world. +The price and trading volume of our H Shares may be subject to significant volatility in +response to various factors beyond our control, including the general market conditions of securities +in Hong Kong and elsewhere in the world. In parti cular, the business and performance and the +market price of the shares of other companies enga ging in similar business may affect the price and +trading volume of our H Shares. In addition to market and industry factors, the price and trading +volume of our H Shares may be highly volatile for specific business reasons, such as fluctuations in +our revenue, earnings, cash flows and investments, changes in our pricing policies and expenditures, +regulatory developments, demand for our services, unexpected business interru ptions resulting from +natural disasters or power short ages, our ability to obtain or maintain regulatory approval for our +operations, relationships with our suppliers, move ments or activities of key personnel, or actions +taken by competitors. Moreover, shares of other companies listed on the Stock Exchange with +significant operations and assets in Chinese M ainland have experienced price volatility and +fluctuations in trading volume in the past, and it is possible that our H Shares may be subject to +fluctuations in price and volume not directly rela ted to our performance but related to the overall +political and economic conditions in Hong Kong, the PRC or elsewhere in the world. +Our historical dividends may not be indicative of our future dividend policy, and there can be no +assurance whether and when we will pay dividends in the future. +Our historical dividends may not be indicative of our future dividend policy. We cannot +guarantee when and in what form dividends will be paid on our H Shares following the Global +Offering. The declaration of d ividends is proposed by the Boa rd and is based on, and limited by, +various factors, including witho ut limitation, our business and financial performance, capital and +regulatory requirements, and general business conditions. We may not have sufficient or any profits +to enable us to make dividend distributions to our Shareholders in the future, even if our financial +statements indicate that our operations have been profitable. See ‘‘ Financial Information — Dividend +Policy ’’ for more details. +RISK FACTORS +–5 7– + + +--- page 67 --- +You should not place any reliance on any information released by us in connection with the listing of our +A Shares on the Shenzhen Stock Exchange. +As our A Shares are listed on the Shenzhen Stock Exchange, we have been subject to periodic +reporting and other information disclosure requir ements in Chinese Mainland. As a result, from time +to time, we publicly release information relati ng to us on the Shenzhen Stock Exchange or other +media outlets designated by the CSRC. However, the information announced by us in connection +with our A Shares listing is based on regulatory requirements of the securities authorities, industry +standards and market practices in Chinese Mainla nd, which are different from those applicable to +the Global Offering. The presentation of financia l and operational information for the Track Record +Period disclosed on the Shenzhen Stock Exchange or other media outlets may not be directly +comparable to the financial and ope rational information contained in this prospectus. Therefore, +prospective investors in our H Shares should be reminded that, in making their investment decisions +as to whether to purchase our H Shares, they should rely only on the financial, operating and other +information included in this prospectus. By ap plying to purchase our H Shares in the Global +Offering, you will be deemed to have agreed that yo u will not rely on any information other than that +contained in this prospectus and any formal announcements made by us in Hong Kong with respect +to the Global Offering. +Our Single Largest Shareholders have substantial influence over our Group and their interests may not +be aligned with the interests of our other Shareholders. +Our Single Largest Shareholders have substantial influence over our business, including +matters related to our management, policies and decisions regarding acquisitions, mergers, +expansion plans, consolidations and sales of all o r substantially all of our assets, election of +directors and other significant corporate actio ns. Immediately following the completion of the +Global Offering, our Single Largest Shareholders w ill hold approximately 11.425% of our Shares in +issue. This concentration of ownership may disco urage, delay or prevent a change in control of our +Company, which could deprive other Shareholders of an opportunity to receive a premium for their +Shares as part of a sale of our Company and might reduce the price of our H Shares. These events +may occur even if they are opposed by our other Shareholders. In addition, the interests of our Single +Largest Shareholders may differ f rom the interests of our other Shareholders. It is possible that our +Single Largest Shareholders may exercise their substantial influence over us and cause us to enter +into transactions or take, or fail to take, actions or make decisions that conflict with the best +interests of our other Shareholders. +You should read the entire prospectus carefully and only rely on the information included in this +prospectus to make your investment decision, and we strongly caution you not to rely on any +information contained in press articles or other media coverage relating to us, our Shares or the Global +Offering. +We strongly caution our investors not to rely on any information contained in press articles or +other media regarding us, our Shares and the Global Offering. Prior to the publication of this +prospectus, there may be press an d media coverage regarding the Global Offering and us. 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. We have not authorised the disclosure of any such information in the press or +media and do not accept any responsibility for any such press or media coverage or the accuracy or +completeness of any such information or publication. We make no representation as to the +appropriateness, accuracy, completeness or reliab ility of any such information or publication. To the +extent that any such information is inconsistent or conflicts with the information contained in this +prospectus, we disclaim responsibility for it and o ur investors should not rely on such information. +RISK FACTORS +–5 8– + + +--- page 68 --- +Certain facts, forecast and other statistics in this prospectus obtained from official government sources +have not been independently verified and may not be reliable. +Certain facts, forecast and other statistics in this prospectus are derived from various +government resources. However, our Directors can not guarantee the quality or reliability of such +source materials. We believe that the sources of the said information are appropriate sources and +have taken reasonable care in extracting and reproducing such information. We have no reason to +believe that these information is false or misle ading or that any fact has been omitted that would +render these information false or misleading. Nevertheless, infor mation from official government +sources has not been independently verified by us, the Sole Sponsor, the Sponsor-Overall +Coordinator, the Overall Coordinators, the Join t Global Coordinators, the Joint Bookrunners, +the Joint Lead Managers, the Underwriters, the Cap ital Market Intermediaries or any of our or their +respective affiliates or advisers and, therefore, w e make no representation as to the accuracy of such +facts and statistics. Further, there is no assuranc e that they are stated or compiled on the same basis +or with the same degree of accuracy as similar stati stics presented elsewhere. In all cases, our +investors should consider carefully how much weight or importance should be attached to or placed +on such facts or statistics. +RISK FACTORS +–5 9– + + +--- page 69 --- +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 individua lly accept full responsibilit y, includes particulars +given in compliance with the Companies (Winding U p and Miscellaneous Provisions) Ordinance, the +Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) and +the Hong Kong Listing Rules for the purpose of giving information with regard to our Group. Our +Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and +belief the information contained in this prospectus is accurate and complete in all material respects +and not misleading or deceptive, and that there a re no other matters the omission of which would +make any statement herein or this prospectus misleading. +CSRC FILING +We have completed the filing procedures w ith the CSRC on 9 April 2026 for the Global +Offering and the Listing of our H Shares on the Hong Kong Stock Exchange in accordance with the +Overseas Listing Trial Measures released by the CSRC on 17 February 2023 and took effect on 31 +March 2023. In giving such confirmation, the C SRC accepts no responsib ility for the financial +soundness of us or for the accuracy of any of the statements made or opinions expressed in this +prospectus. No other approvals are required to be obtained for the listing of the H Shares on the +Stock Exchange. +INFORMATION ON THE GLOBAL OFFERING +This prospectus is published solely in connection with the Hong Kong Public Offering. For +applications under the Hong Kong Public Offe ring, this prospectus contains the terms and +conditions of the Hong Kong Public Offering. The Global Offering comprises the Hong Kong Public +Offering of initially 14,952,500 Offer Shares and th e International Offering of initially 134,571,000 +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 +h e r e i na n dt h e r e i n .N op e r s o ni sa u t h o r i s e dt og i v ea n yi n f o r m a t i o ni nc o n n e c t i o nw i t ht h eG l o b a l +Offering or to make any representation not contai ned in this prospectus, and any information or +representation not contained herein must not be relied upon as having been authorised by the +Company, the Sole Sponsor, the Overall Coordinators, the Joint Global Coordinators, the Joint +Lead Managers, the Joint Bookrunners, the Underwri ters, the Capital Market Intermediaries, any of +our or their affiliates or any of their respective d irectors, officers, employees, advisors, agents or +representatives, or any other persons or parties in volved in the Global Offeri ng. 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 at any subsequent time. +Please see ‘‘Structure of the Global Offering ’’ for details of the structure of the Global Offering, +including its conditions. +PROCEDURE FOR APPLICATION FOR HONG KONG OFFER SHARES +The procedure for applying for the Hon gK o n gO f f e rS h a r e si ss e tf o r t hi n‘ ‘How to Apply for +the 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 is +aware of the restrictions on the offer and sale of the Hong Kong Offer Shares described in this +prospectus and that he/she is not acquiring, and has not been offered, any Offer Shares in +circumstances that contravene any such restrictions. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–6 0– + + +--- page 70 --- +No action has been taken to permit a public offering of the Offer Shares or the distribution of +this prospectus in any jurisdict ion other than Hong Kong. Accord ingly, and without limitation to +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 authorised 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 an d sale of the Offer Shares in other jurisdictions are +subject to restrictions and may not be made except a s permitted under the applicable securities laws +of such jurisdictions pursuant to registration w ith 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 U.S. +STRUCTURE OF THE GLOBAL O FFERING AND UNDERWRITING +The Listing is sponsored by the Sole Sponsor and the Global Offering is managed by the +Overall Coordinators. The Hong Kong Public O ffering 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 us and the Overall Coordinators (for themselves and on +behalf of the other Underwriters). Please see ‘‘ Underwriting ’’ in this prospectus for further details on +the Underwriters and the underwriting arrangements. +DETERMINATION OF THE OFFER PRICE +The Offer Shares are being offered at the Offe r Price which will be determined by us and the +Overall Coordinators (for themselves and on behalf of the other Underwriters) on the Price +Determination Date, which is expected to be on or before Thursday, 18 June 2026. +If, for any reason, the Offer Price is not agreed between us and the Overall Coordinators (for +themselves and on behalf of the other Underwriters) on or before 12 : 00 noon on Thursday, 18 June +2026, the Global Offering (including the Hong Kon g Public Offering) will not proceed and will lapse. +APPLICATION FOR LISTING OF THE H SHARES ON THE HONG KONG STOCK +EXCHANGE +We have applied to the Hong Kong Stock Exchange for the granting of listing of, and +permission to deal in, our H Shares to be issued pu rsuant to the Global Offering. Assuming that the +Hong Kong Public Offering becomes unconditi onal in Hong Kong at or before 8 : 00 a.m. in Hong +Kong on Tuesday, 23 June 2026, it is expected that dealings in our H Shares on the Stock Exchange +will commence on Tuesday, 23 June 2026. The H Shares will be traded in board lots of 500 H Shares +each, and the stock code of the H Shares will be 6067. Except as otherwise disclosed in this +prospectus, 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 in the near future. +Under section 44B(1) of the Co mpanies (Winding Up and Miscellaneous Provisions) +Ordinance, any allotment made in respect of any a pplication 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 sai d three weeks, be notified to the Company by or on +behalf of the Hong Kong Stock Exchange. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–6 1– + + +--- page 71 --- +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 d ealings 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 activitie s under CCASS are subject to the General Rules of +HKSCC and HKSCC Operational Procedures i n effect from time to time. All necessary +arrangements have been made for the H Shares to be admitted into CCASS. Investors should seek +the advice of their stockbroker or other professi onal advisors for the details of the settlement +arrangements as such arrangements may affect their rights and interests. +H SHARE REGISTER AND STAMP DUTY +All of the H Shares issued pursuant to applic ations made in the Global Offering will be +registered on our H Share register to be maintained in Hong Kong by our H Share Registrar, +Computershare Hong Kong Inves tor 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 Sh are register will be subject to Hong Kong stamp +duty. Please see ‘‘ Statutory and General Information — (F) Other Information — 11. Taxation of +Holders of H Shares ’’ in Appendix V to this prospectus. Invest ors should seek professional tax advice +for further details of Hong Kong stamp duty. +DIVIDENDS PAYABLE TO HOLDERS OF H SHARES +Unless determined otherwise by the Compan y, 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 of the Company. +PROFESSIONAL TAX ADVICE RECOMMENDED +You should consult your professional adviso rs if you are in any doubt as to the taxation +implications of subscribing for, p urchasing, holding, disposal of, dealing in or the exercise of any +rights in relation to our H Shares. None of the Company, the Sole Sponsor, the Sponsor-Overall +Coordinator, the Overall Coordinators, the Joi nt Lead Managers, the Joi nt Bookrunners, the +Underwriters, the Capital Market Intermediari es, any of our or their affiliates or any of their +respective directors, officers, employees, advise rs, agents or representatives, or any other persons or +parties involved in the Global Offering accepts resp onsibility 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 pr ospectus and its Chinese translation, this +prospectus shall prevail. For ease of reference, the names of the Chinese laws and regulations, +government authorities, institutions, natural pe rsons or other entities (including certain of our +subsidiary) have been included in this prospectus in both the Chinese and English languages. In the +event of any inconsistency, the Chinese name shall prevail. +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 arithmeti c aggregation of the figures preceding them. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–6 2– + + +--- page 72 --- +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 con tains certain translatio ns for the convenience +purposes at the following rates: Renminbi in to Hong Kong dollars at the rate of HK$1.00 to +RMB0.86998, Renminbi into U.S. dollars at th e rate of US$1.00 to RMB6.81870 and Hong Kong +dollars into U.S. dollars at the rate of US$1.00 to HK$7.83777. +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 or at all. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–6 3– + + +--- page 73 --- +I np r e p a r a t i o nf o rt h eL i s t i n g ,w eh a v es o u g h tthe following waivers from strict compliance +with the relevant provisions of the Listing Rules. +WAIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG +Pursuant to Rule 8.12 and Rule 19A.15 of the Lis ting Rules, an issuer must have a sufficient +management presence in Hong Kong. This will no rmally mean that at least two of its executive +directors must be ordinarily resident in Hon g Kong. Given that (i) our Group’s management +headquarters, senior management, business operations and assets are primarily based outside Hong +Kong, namely in the mainland China; (ii) our e xecutive Directors and members of the senior +management team prin cipally reside in the mainland China; and (iii) the management and operations +of the Company have been mainly under the supervision and guidance of our executive Directors and +senior management team, who are principally responsible for the overall management, corporate +strategy, planning, business development and control of the Group’s businesses and it is important +for them to remain in close proximity to the Group’s operations located in the mainland China, the +Directors consider that the appointment of executive directors who will be ordinarily resident in +Hong Kong would not be beneficial to, or appropriate for, our Group and therefore would not be in +the best interests of our Company or the Shareholders as a whole. For the above reasons, we do not +have, and do not contemplate in the foreseeable future that we will have sufficient management +presence in Hong Kong for the purp ose of satisfying Rule 8.12 and Rule 19A.15 of the Listing Rules. +Accordingly, we have applied for, and the Sto ck Exchange has granted, a waiver from strict +compliance with Rule 8.12 and Rule 19A.15 of the L isting Rules. We will ensure that there is an +effective channel of communication between the Stock Exchange and us by way of the following +arrangements: +(a) pursuant to Rule 3.05 of the Listing Rul es, we have appointed and will continue to +maintain two authorised repre sentatives who shall act at all times as the principal channel +of communication with the Stock Exchange. E ach of our authorised representatives will +be readily contactable by the Stock Exchange to deal promptly with enquiries from the +Stock Exchange and will be able to meet with the Stock Exchange within a reasonable +time frame on request. Both of our authorised representatives are authorised to +communicate on our behalf with the Stock Exchange. Our Company will also inform +the Stock Exchange promptly in respect of any change in our authorised representatives. +At present, our two authorised representatives are Dr. ZHANG XIAOMIN, our executive +Director, and Mr. Chow Tsz Ho, our joint company secretary; +(b) pursuant to Rule 3.20 of the Listing Rules , each Director will provide his/her contact +information (including telephone number, m obile phone number and/or email address) to +the Stock Exchange and to the authorised repr esentatives. This will ensure that the Stock +Exchange and the authorised representatives should have means for contacting all +Directors promptly at all times as and when required; +(c) we will endeavour to ensure that each Direc tor who is not ordinarily resident in Hong +Kong possesses or can apply for valid trave l documents to visit Hong Kong and can meet +with the Stock Exchange within a reasonable period; and +(d) pursuant to Rule 3A.19 of the Listing Rules, we have appointed Vast Harbour Corporate +Finance Limited (formerly known as Goldlink C apital (Corporate Finance) Limited) as +our compliance adviser (the ‘‘ Compliance Adviser ’’), who will act as an additional channel +of communication with the Sto ck Exchange from the Listing Date to the date when our +Company complies with Rule 13.46 of the Listi ng Rules in respect of its financial results +for the first full financial year immediately f ollowing the Listing Date. The Compliance +Adviser will maintain constant contact with t he authorised representatives, Directors and +senior management of our Company through various means, including regular meetings +and telephone discussions whe never necessary. Our authoris ed representatives, Directors +and other members of the senior management of our Company will promptly provide such +WAIVERS +–6 4– + + +--- page 74 --- +information and assistance as the Compl iance Adviser may reasonably require in +connection with the performance of the Com pliance Adviser’s duties as set forth in +Chapter 3A of the Hong Kong Listing Rules; and +(e) meetings between the Stock Exchange and our Directors will be arranged through the +authorised representatives or the Complia nce Adviser, or directly with our Directors +within a reasonable time frame. We will inform the Stock Exchange promptly in respect of +any change in our authorised representa tives and/or our Compliance Adviser. +WAIVER IN RESPECT OF APPOINTMENT OF JOINT COMPANY SECRETARIES +Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we must appoint a company secretary +who, by virtue of his/her academic or professional qualifications or relevant experience, is, in the +opinion of the Stock Exchange, capable of dischar ging the functions of the company secretary. Note +1t oR u l e3 . 2 8o ft h eL i s t i n gR u l e sp r o v i d e st h at the Stock Exchange considers the following +academic or professional qua lifications to be acceptable: +(a) a member of The Hong Kong Cha rtered Governance Institute; +(b) a solicitor or barrister as defined in the Leg al Practitioners Ordinance (Chapter 159 of the +Laws of Hong Kong); and +(c) a certified public accountant as defined in the Professional Accountants Ordinance +(Chapter 50 of the Laws of Hong Kong). +Note 2 to Rule 3.28 of the Listing Rules further provides that the Stock Exchange considers the +following factors in assessing the ‘‘relevant experience’’ of the individual: +(a) length of employment with the issuer and o ther issuers and the roles he/she played; +(b) familiarity with the Listing Rules and other r elevant laws and regulations including the +SFO, the Companies Ordinance, the Companies (Winding Up and Miscellaneous +Provisions) Ordinance and the Takeovers Code; +(c) relevant training taken and/or to be taken in addition to the minimum requirement under +Rule 3.29 of the Listing Rules; and +(d) professional qualifications in other jurisdictions. +Pursuant to Chapter 3.10 under the Guid e for New Listing Applicants (the ‘‘ Guide ’’) published +by the Stock Exchange, the Stock Exchange will consider a waiver application by an issuer in +relation to Rules 3.28 and 8.17 of the Listing Rule s based on the specific facts and circumstances. +Factors that will be considered by the Stock Exchange include: +(a) whether the issuer has principal business activities primarily outside Hong Kong; +(b) whether the issuer was able to demonstra te the need to appoint a person who does not +have the Acceptable Qualification nor Relevant Experience (both as defined under +paragraph 11 of Chapter 3.10 under the Guide) as a company secretary; and +(c) why the directors consider the individual to be suitable to act as the issuer’s company +secretary. +Further, pursuant to paragraph 13 of Chapter 3.10 under the Guide, such waiver, if granted, +will be for a fixed period of time (the ‘‘ Waiver Period ’’) and on the following conditions: +(a) the proposed company secretary must be assisted by a person who possesses the +qualifications or experience as required un der Rule 3.28 of the Listing Rules and is +appointed as a joint company secretary throughout the Waiver Period; and +(b) the waiver can be revoked if there are materi al breaches of the Listing Rules by the issuer. +Our Company has appointed Mr. Li Sheng (‘‘ Mr. Li ’’) as one of our joint company secretaries. +Mr. Li has extensive experience in board and corpo rate management matters but presently does not +possess any of the qualifications under Rules 3.28 and 8.17 of the Listing Rules, and may not be able +WAIVERS +–6 5– + + +--- page 75 --- +to solely fulfil the requirements of the Listing R ules. Therefore, we have appointed Mr. Chow Tsz +Ho (‘‘Mr. Chow ’’), who is an associate member of both The Hong Kong Chartered Governance +Institute and The Chartered Governance In stitute in the United Kingdom and meets the +requirements stipulated under Rules 3.28 and 8.17 of the Listing Rules, as a joint company +secretary to provide assistance to Mr. Li for an initial period of three years from the Listing Date to +enable Mr. Li to acquire the ‘‘relevant experienc e’’ under Note 2 to Rule 3.28 of the Listing Rules so +as to fully comply with the requirements set forth u nder Rules 3.28 and 8.17 of the Listing Rules. For +details of their biographies, please see ‘‘ Directors and Senior Management — Joint Company +Secretaries .’’ +Given Mr. Chow’s professional qualification and experience, he will be able to explain to both +Mr. Li and us the relevant requirements under the Listing Rules and other applicable Hong Kong +laws and regulations. Mr. Chow will also assi st Mr. Li in organising Board meetings and +Shareholders’ meetings of our Company as well as other matters of our Company which are +incidental to the duties of a company secretary. Mr. Li is expected to work closely with Mr. Chow +and will maintain regular contact with Mr. Chow. In addition, Mr. Li will comply with the annual +professional training requirement under Rule 3.29 of the Listing Rules to enhance his knowledge of +the Listing Rules during the three-year period fr om the Listing Date. He will also be assisted by the +Compliance Adviser and our legal advisers as to the Hong Kong laws on matters in relation to our +ongoing compliance with the Listing Rules and the applicable laws and regulations. +Since Mr. Li does not possess the formal qualifications required of a company secretary under +Rule 3.28 of the Listing Rules, we have applied to the Stock Exchange for, and the Stock Exchange +has granted, a waiver from strict compliance with t he requirements under Rules 3.28 and 8.17 of the +Listing Rules such that Mr. Li may be appointed a s a joint company secretary of our Company. The +waiver is valid for an initial period of three years from the Listing Date on the conditions that (a) +Mr. Li must be assisted by Mr. Chow who possesses the qualifications and experience required under +Rule 3.28 of the Listing Rules throughout the Waiver Period; and (b) the waiver will be revoked +immediately if and when Mr. Chow ceases to pro vide assistance to Mr. Li as a joint company +secretary or if there are material breaches of the Listing Rules by our Company. +Before the expiration of the initial three-ye ar period, the qualifications of Mr. Li will be +re-evaluated to determine whether the requirements as stipulated in Rules 3.28 and 8.17 of the +Listing Rules can be satisfied and whether the n eed for ongoing assistance will continue. We will +demonstrate and seek the Stock Exchange’s co nfirmation that Mr. Li (i.e. the joint company +secretary not fulfilling the requirement under Ru le 3.28), having had the benefit of Mr. Chow’s (i.e. +the qualified person’s) assistance during the three- year period, has attained the relevant experience +under Note 2 to Rule 3.28 of the Listing Rules and is capable of discharging the functions of +company secretary so that a further waiver would not be necessary. +CONTINUING CONNECTED TRANSACTIONS +We have entered into and will continue to engage in certain transactions which would +potentially constitute continuing connected tran sactions for our Company under the Listing Rules +following completion of the Global Offering. We have applied to the Stock Exchange for, and the +Stock Exchange has granted us, waivers from stric t compliance with certain requirements set out in +Chapter 14A of the Listing Rules for certain contin uing connected transactions. For further details +of such potential partially-exempt and non-ex empt continuing connected transactions and the +waivers, please see ‘‘ Connected Transactions .’’ +WAIVER IN RELATION TO POST-TRACK RECORD PERIOD ACQUISITIONS +Pursuant to Rules 4.04(2) and 4.04(4)(a) of the Listing Rules, the Accountants’ Report to be +included in a listing document must include t he income statements and balance sheets of any +subsidiary or business acquired, agreed to be acq uired or proposed to be acquired since the date to +which its latest audited accounts have been made up in respect of each of the three financial years +immediately preceding the issue of the listing document. +WAIVERS +–6 6– + + +--- page 76 --- +Pursuant to Rule 4.02A of the Listing Rules, acquisitions of business include acquisitions of +associates and any equity interest in another company. Pursuant to Note 4 to Rule 4.04 of the Hong +Kong Listing Rules, the Hong Kong Stock Exchange may consider granting a waiver of the +requirements under Rules 4.04(2) and 4.04(4) on a case-by-case basis and having regard to all +relevant facts and circumstances and subject to certain conditions set out thereunder. +Minority Investments after 31 December 2025 +Since 31 December 2025 and up to the date of this prospectus, the Group has conducted the +following acquisitions (the ‘‘ Minority Investments ’’), the details of which are set out below. +No. Name of the target company Minority interest +Principal business +activities of the target +company +1. Bangci Electronic +Technology (Yancheng) +Co., Ltd. ( 邦瓷電子科技 +（鹽城）有限責任公司) +(‘‘Bangci Electronic ’’) +(1) ...... +Acquired approximately +13.50% equity interest +in Bangci Electronic +from its certain then +shareholders (the +‘‘Bangci Sellers ’’), at a +consideration of +approximately RMB91 +million (the ‘‘Bangci +Electronic Investment ’’) +Research, development, +manufacture and sale of +multilayer piezoelectric +actuators and related +piezoelectric ceramic +products +2. Zhongxin Carbon (Nantong) +Semiconductor Technology +Co., Ltd. ( 眾芯碳素（南通）半導 +體科技有限公司)( ‘ ‘Zhongxin +Carbon ’’) +(2) .............. +Subscribed for +approximately +32.27% +(3) equity +interest in Zhongxin +Carbon, at a +consideration of +RMB7.1 million (the +‘‘Zhongxin Carbon +Investment ’’) +Research, development, +manufacture and sale of +chemical vapour +deposition (‘‘CVD’’) +silicon carbide +semiconductor +components +Notes: +(1) The investment in Bangci Electronic by our Group was completed on 24 April 2026 upon completion of all +regulatory filings in relation to such investment. To the best knowledge, information and belief of the Directors +and having made all reasonable enquiry, each of Bangc i Electronic, the Bangci S ellers, the other current +shareholders of Bangci Electronics and their respective u ltimate beneficial owners is an Independent Third Party +as of Latest Practicable Date. Upon completion of th e Bangci Electronic Investment, the Company holds a +13.5% equity interest in Bangci Electronic, the financial results of which are not and will not be consolidated into +the consolidated financial statements of the Company, and such equity interest is classified as a financial asset at +fair value through other comprehensive income (‘‘ FVOCI ’’) under IFRS 9. +(2) The investment in Zhongxin Carbon by our Group was completed on 31 March 2026 upon completion of all +regulatory filings in relation to such investment. To the best knowledge, information and belief of the Directors +and having made all reasonable enquiry, each of Zhongxin Carbon, the other current shareholders of Zhongxin +Carbon and their respective ultimate beneficial owners is an Independent Third Party as of Latest Practicable +Date. Upon completion of the Zhongxin Carbon Investme nt, the Company, together with its subsidiary, holds in +aggregate a 32.27% equity interest in Zhongxin Carbon, t he financial results of which are not and will not be +consolidated into the consolidated financial statements of the Company, and such equity interest is classified as a +financial asset at FVOCI under IFRS 9. +(3) Comprising approximately 27.27% equity interest in Zhongxin Carbon subscribed directly by the Company and +approximately 5.00% equity intere st in Zhongxin Carbon subscribed by Nantong Xinyuansheng Enterprise +Management Partnership ( Limited Partnership)* ( 南通芯源晟企業管理合夥企業（有限合夥）), a limited +partnership established under the laws of the PRC, pri ncipally engaged in enterprise management, which is +controlled by its general partner, Shenzhen Senior Dingsheng Investment Co., Ltd.* ( 深圳星源鼎晟投資有限責任 +公司), a wholly-owned subsidiary of the Company. +WAIVERS +–6 7– + + +--- page 77 --- +The consideration for the Minority Investmen ts have been determined upon arm’s length +negotiations between the parties, having considered various factors including market dynamics and +mutually agreed valuation, capital need of the relevant target company’s operations, and, in the case +of Zhongxin Carbon, a target company incorporated on 25 March 2026 without historical financial +data, the anticipated capital requirements for i ts establishment and initial operations and the +prospects of its business. The investment amounts have been satisfied by our internal resources. +Reasons and Benefits +It is believed that, as the principal business a ctivities of Bangci Electronic and Zhongxin +Carbon are closely relevant to t he Group’s principal business, the Minority Investments will +complement the Group’s business. In particular , the Bangci Electronic Investment extends the +Group’s product scope from polymer materials int o advanced piezoelectric ceramic materials, while +the Zhongxin Carbon Investment enables the Group to gain exposure to the high-growth domestic +semiconductor components sector and supports the Group’s strategic positioning in the import +substitution of critical semiconductor material s. In respect of the Zhongxin Carbon Investment, it +enables the Group to gain exposure to the high-growth domestic semiconductor components sector +and supports the Group’s strategic positioning in t he import substitution of critical semiconductor +materials, directly in line with the Group’s state d ‘‘new energy + semiconductors’’ growth strategy. +The Directors considered that the CVD silicon carb ide semiconductor compon ents sector presents a +compelling strategic opportunit y, underpinned b y strong growth prospects and significant demand +for import substitution. The Directors further c onsidered that the sector is characterised by +exceptionally high barriers to entry, as the core ma nufacturing competencies — in particular, CVD +furnace design and proprietary gas recipe formulation — constitute deeply accumulated know-how +that cannot be readily acquired through equipment procurement or conventional recruitment, and +that independent development of such capabilities w ould require substantial capital expenditure and +a prolonged years with no assurance of commercia lly viable yields. In this context, the Directors +noted that Zhongxin Carbon’s technical team po ssesses extensive industry experience and has +independently designed and manufactured a numbe r of CVD furnaces, achieving product yields of +substantially exceeding the domestic industry average and single-coating production through +resolution of the industry-wide nozzle clogging ch allenge, resulting in a material reduction in +production time and a significant increase in per-furnace output. The Directors also considered that +Zhongxin Carbon management team possesses established relationshi ps with leading domestic wafer +fabrication facilities and equipment manufactu rers, and that its products have already passed +verification at a major domestic fo undry, thereby significantly de -risking the commercialisation +pathway. Having regard to the foregoing, the Dir ectors are of the view that the Zhongxin Carbon +Investment provides the Group with access to a rar e combination of proven technical capabilities, +established industry relationshi ps and near-term revenue visibility that would otherwise be extremely +difficult and time-consuming to replicate independe ntly. Accordingly, our Directors believe that the +Minority Investments are fair and reasonable and in the interests of the Shareholders as a whole. +Conditions for granting the waiver and its scope in respect of the Minority Investments +We have applied for, and the Stock Exchange has g ranted, a waiver from strict compliance with +Rules 4.04(2) and 4.04(4)(a) of the Listing Rul es in respect of the Minority Investments on the +following grounds: +Ordinary and usual course of business +Our Company confirms that it makes strategic eq uity investments in sectors relating to its +business as part of its ordinary and usual course of business. Our Company had historically +conducted a number of acquisitions and minority investments during the Track Record Period. +WAIVERS +–6 8– + + +--- page 78 --- +The applicable percentage ratios of the Minority Investments (on an aggregate basis) are less than 5% +by reference to the most recent audited financial year of our Company’s Track Record Period +The applicable percentage ratios calculated in accordance with Rule 14.07 of the Listing Rules +for the Minority Investments (on an aggregate ba sis) are all less than 5% by reference to the most +recent audited financial year of the Track Record Period. +Accordingly, we do not expect the Minority Inves tments to result in any significant changes to +our financial position and financial performanc e since 31 December 2025, and all information that is +reasonably necessary for potential investors t o make an informed assessment of our activities or +financial position has been included in this prospectus. As such, we consider that a waiver from +compliance with the requirements under Rules 4.04(2) and 4.04(4)(a) of the Listing Rules would not +prejudice the interests of the investors. +It would be unduly burdensome to obtain or prepare the historical financial information of the target +companies for inclusion in this prospectus +In respect of Bangci Electronic Investmen t, as our Company only proposed to acquire a +minority interest in Bangci Electronic, it would be unduly burdensome and impracticable and would +require considerable time and resources for our Company and its reporting accountants to fully +familiarise ourselves with the manag ement accounting policies of Ban gci Electronic and compile the +necessary financial information in accordance with the Company’s accounting policies for disclosure +in this prospectus. Furthermore, given that our Company does not have control over Bangci +Electronic and Bangci Electronic is not a consolidated subsidiary of our Company, our Company +would face difficulties in compelling Bangci Electroni c to disclose its historical financial information +in this prospectus. Our Company therefore be lieves that it would be impractical and unduly +burdensome to disclose the audited financial information of Bangci Electronic as required under +Rules 4.04(2) and 4.04(4)(a) of the Listing R ules within the tight timeframe available. +In respect of Zhongxin Carbon Investment, it was recently incorporated and has not yet +commenced full operations. It does not have audite d historical financial statements for the three +financial years immediately preceding the issue of t his prospectus. It would t herefore be impossible, +in addition to being unduly burdensome, to comply with the requirements under Rules 4.04(2) and +4.04(4)(a) of the Listing Rules in respect of Zhongxin Carbon. +In addition, having considered the Minorit y Investments to be immaterial and that our +Company does not expect any of the Minority Investments to have any material impact on its +business, financial condition or operations, our Company believes that (i) it would not be +meaningful and would be unduly burdensome for it t o prepare and include the financial information +of the target companies during the Track Record Period in this prospectus, and (ii) the +non-disclosure of the required information pursuant to Rules 4.04(2) and 4.04(4)(a) of the Listing +Rules would not prejudice the interests of the Shareholders or prospective investors. +Alternative disclosure of the Proposed Acquisitions in this prospectus +We have disclosed alternative in formation about the Minority Investments in this prospectus. +Such information includes those which would be required for a disclosable transaction under +Chapter 14 of the Listing Rules that our Directors consider to be material, including, for example, +descriptions of the target companies’ principal business activities, the consideration, the amount of +equity interest acquired and to be acquired by our Company, the independence with the target +companies and their respective ultimate benefi cial owners, and reasons for and benefit of the +Minority Investments. +Since the applicable percentage ratios of the Minority Investments (on an aggregate basis) are +less than 5% by reference to the most recent fiscal year of the Company’s Track Record Period, we +believe the current disclosure is adequate for potential investors to form an informed assessment of +our Company. +WAIVERS +–6 9– + + +--- page 79 --- +ALLOCATION OF H SHARES TO EXISTING MINORITY SHAREHOLDERS AND THEIR +CLOSE ASSOCIATES +Rule 10.04 of the Listing Rules requires that a per son who is an existing shareholder of a listing +applicant may only subscribe for or purchase any sec urities for which listing is sought that are being +marketed by or on behalf of a listing applicant either in his/her/its own name or through nominees if +the conditions in Rule 10.03 of the Listing Rules a re fulfilled, namely that (i) no securities are to be +offered to the existing shareholders on a preferential basis and no preferential treatment is given to +them in the allocation of the securities; and ( ii) the minimum prescribed percentage of public +shareholders required by Rule 8.08(1) (as amended and replaced by Rule 19A.13A(2)) of the Listing +Rules is achieved. Paragraph 1C(2) of Appendix F1 to the Listing Rules states that, without the prior +written consent of the Stock Exchange, no allocations will be permitted to be made to directors or +existing shareholders of a listing applicant or their close associates, unless the conditions set out in +Rules 10.03 and 10.04 are fulfilled. +Chapter 4.15 of the Guide provides that the St ock Exchange will consider granting a waiver +from Rule 10.04 of the Listing Rules and a consent, pursuant to paragraph 1C(2) of Appendix F1 to +the Listing Rules, to allow a listing applicant’s e xisting shareholders or their close associates to +participate in its initial public o ffering if any actual or perceived pre ferential treatment arising from +their ability to influence the listing applicant d uring the allocation process can be addressed. +Prior to the Listing, our share capital comprises entirely A Shares listed on the ChiNext of the +Shenzhen Stock Exchange. As a company listed on the ChiNext of the Shenzhen Stock Exchange +with its A Shares publicly traded thereon and with a large public A Shares shareholder base, it would +be unduly burdensome for us to seek the prior consent of the Stock Exchange for each of our +minority existing Shareholders or their close asso ciates who subscribe for the H Shares in the Global +Offering. +We have applied for, and the Stock Exchange has g ranted, a waiver from strict compliance with +Rule 10.04 of, and a consent under paragraph 1C(2) of Appendix F1 to the Listing Rules to permit H +Shares in the International Offering to be placed to certain existing minority Shareholders who (i) +hold less than 5% of the voting rights in our Company prior to the completion of the Global +Offering and (ii) are not and will not become (upon the completion of the Global Offering) core +connected persons of our Company or the close associates of any such core connected person +(together, the ‘‘Permitted Existing Shareholder ’’), on the following conditions: +(a) each Permitted Existing Shareholder to whom our Company may allocate the H Shares +under the International Offering holds less than 5% of the voting rights in our Company +prior to the completion of the Global Offering; +(b) each Permitted Existing Shareholder is not, and will not be, a core connected person of +our Company or any close associate of any such core connected person immediately prior +to or following the Global Offering; +(c) none of the Permitted Existing Shareholders has the power to appoint any Directors nor +have any other special rights in our Company; +(d) allocation to the Permitted Existing Shareho lders and their close associates will not affect +our Company’s ability to satisfy the public fl oat requirement under Rule 19A.13A(2) of +the Listing Rules; +(e) based on discussions between our Company and the Overall Coordinators and +confirmations required to be submitted to the Stock Exchange by the Sole Sponsor and +the Overall Coordinators, we will confirm to the Stock Exchange that: +a. in case of participation as cornerstone investors, no preferential treatment has been, +nor will be, given to the Permitted Exist ing Shareholders and/or their close +associates by virtue of their relationship with our Company, other than the +preferential treatment of assured enti tlement under a cornerstone investment +following the principles set out in Chapter 4.15 of the Guide, and the cornerstone +investment agreements entered into betw een the Permitted Existing Shareholder +WAIVERS +–7 0– + + +--- page 80 --- +and/or their close associates do not contain any material terms which are more +favourable to the Permitted Existing Share holders and/or their close associates than +those in other cornerstone investment agreements; or +b. in case of participation as placees, no preferential treatment will be given to the +Permitted Existing Shareholders and/o r their close associates in the allocation +process by virtue of their relationship with our Company; +(f) in the case of participation as placees, the Overall Coordinators will confirm to the Stock +Exchange that, to the best of their knowledge and belief, no preferential treatment has +been, nor will be, given to any of the Permi t t e dE x i s t i n gS h a r e h o l d e r so rt h e i rc l o s e +associates by virtue of their relationship with our Company in any allocation in the +International Offering; and +(g) the Sole Sponsor will confirm to the Stock E xchange that based on (a) their discussions +with our Company and the Overall Coordinators; and (b) the confirmations provided to +the Stock Exchange by our Company and the Overall Coordinators (confirmations (e) and +(f) mentioned above), and to the best of their knowledge and belief, they have no reason to +believe that the Permitted Existing Shareholders and/or their close associates received any +preferential treatment in the allocation process either as cornerstone investors or as +placees by virtue of their relationship with our Company, other than, in the case of +participation as cornerstone investors, the pre ferential treatment of assured entitlement +under a cornerstone investment following t he principles set out in Chapter 4.15 of the +Guide, and details of allocation to the Permi tted Existing Shareholders holding more than +1% of the issued share capital of the Company and/or their close associates immediately +prior to the completion of the Global Offering will be disclosed in this prospectus (for +cornerstone investors) and allotment results announcement (for both cornerstone +investors and placees) of our Company. +WAIVER IN RESPECT OF DIS CLOSURE OF OFFER PRICE +Paragraph 15(2)(c) of Appendix D1A to the Listi ng Rules provides that the issue price or offer +price of each security must be disclosed in the prospectus. Pursuant to paragraph 12 of Chapter 4.14 +of the Guide, the Stock Exchange also allows an indicative offer price range to be included in the +prospectus, as an alternative to th e disclosure of a fixed offer price. +We have applied to the Stock Exchange for a waiver from strict compliance with paragraph +15(2)(c) of Appendix D1A to the Listing Rules so t hat the Company will only disclose the maximum +Offer Price in this prospectus on the following basis: +(a) the Offer Price will be determined with refere nce to, among other factors, the closing price +of our A Shares on the ChiNext of the Shenzhen Stock Exchange on the last trading day +on or before the Price Determination Date. Given the nature of our A Shares, we are +unable to control the trading price of our A Shares on the ChiNext of the Shenzhen Stock +Exchange; +(b) as a company listed on the ChiNext of th e Shenzhen Stock Exchange with A Shares +publicly traded thereon, setting a price rang e with a low-end may adversely affect (i) the +market price of our A Shares, (ii) our ability t o price the Offer Shares given potential price +fluctuation of our A Shares during the period from the date of the prospectus until the +pricing of the Global Offering; and (iii) ultimately our Company’s ability to price in the +best interest of the Company and its Shareholders and potential investors; +(c) pursuant to paragraphs 9 and 10(b) of the Third Schedule to the Companies (Winding Up +and Miscellaneous Provisions) Ordinance, the amount payable on application and +allotment on each share, and the price to be paid for shares subscribed for, shall be +specified in the prospectus. Disclosure of a maximum Offer Price complies with the +requirements prescribed under paragraphs 9 and 10(b) of Part A the Third Schedule to the +WAIVERS +–7 1– + + +--- page 81 --- +Companies (Winding Up and Miscellaneous Provisions) Ordinance by providing a clear +indication of the maximum subscription consideration a potential investor shall pay for +the Offer Shares; and +(d) a maximum Offer Price will be disclosed in t his prospectus. This alternative disclosure +approach would not prejudice the intere sts of the investing public in Hong Kong. +The Stock Exchange has granted to us a waiver fro m strict compliance with paragraph 15(2)(c) +of Appendix D1A to the Listing Rules on the conditions that (1) in no circumstances will we set the +Offer Price for the Hong Kong Offer Shares be g reater than the maximum Offer Price as stated in +this prospectus; and (2) this prospectus will disclose: +(a) the maximum Offer Price; +(b) the time for the determination of the Of fer Price and the form of its publication; +(c) the historical prices of our A Shares and trading volume on the ChiNext of the Shenzhen +Stock Exchange during the Track Record Period and up to the Latest Practicable Date; +(d) the determinants of the final Offer Price; and +(e) the source for investors to access the latest market price of our A Shares. +Please see the section headed ‘‘Structure of the Global Offering — Pricing and Allocation — +Determining the Offer Price’’ in this prospectus fo r the historical prices and trading volume of our A +Shares on the ChiNext of the Shenzhen Stock Exchange. +CONSENT IN RESPECT OF PROPOSED SUBSCRIPTION OF SHARES BY CORNERSTONE +INVESTOR WHO IS A CONNECTED CLIENT +Paragraph 1C of Appendix F1 (Placing Guidelines for Equity Securities) to the Listing Rules +(the ‘‘Placing Guidelines ’’) states that no allocations will be permitted to ‘‘connected clients’’ of the +overall coordinator(s), any syndicate member(s ) (other than the overall coordinator(s)) or any +distributor(s) (other than synd icate members(s)) without prior written consent of the Stock +Exchange. +Paragraph 1B(7) of the Placing Guidelines stat es that ‘‘connected clients’’ in relation to an +exchange participant means any client of such member who is a company which is a member of the +same group of companies as such exchange participant. +CICC Financial Trading Limited (‘‘ CICC FT ’’) has entered into a cornerstone investment +agreement with the Company and the Sole Sponsor and Sponsor-Overall Coordinator, under which +CICC FT will hold securities on a non-discretiona ry basis on behalf of an independent third party +(‘‘CICC FT Cornerstone Agreement ’’). CICC FT and China International Capital Corporation Hong +Kong Securities Limited (‘‘ CICCHKS ’’), one of the Overall Coordinators and Underwriters of the +Global Offering, are members of the same group of companies. Accordingly, CICC FT is a +connected client of CICCHKS. +The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, its +consent under paragraph 1C(1) of the Placing Gu idelines to permit CICC FT to participate in the +Global Offering on the following bases and condit ions as set out in paragraph 5 of Chapter 4.15 of +the Guide: +(a) any Offer Shares to be allocated to CICC FT will be held on behalf of an independent +third party; +(b) the Company confirms that the CICC FT Cornerstone Agreement does not contain any +material terms which are more favorable t o CICC FT than those in other cornerstone +investment agreements; +WAIVERS +–7 2– + + +--- page 82 --- +(c) the Company confirms that no preferentia l treatment has been, nor will be, given to CICC +FT other than the preferential treatment of assured entitlement under a cornerstone +investment following the principles set out in Chapter 4.15 of the Guide; +(d) the Overall Coordinators confirm that, to the best of their knowledge and belief, they +have no reason to believe that CICC FT received any preferential treatment in the +allocation of securities in the Global Offeri ng as a cornerstone investor by virtue of its +relationship with CICCHKS other than the pre ferential treatment of assured entitlement +under a cornerstone investment following t he principles set out in Chapter 4.15 of the +Guide; +(e) CICC FT confirms that, that to the best of its knowledge and belief, it has not received +and will not receive any preferential treatment in the IPO allocation as a cornerstone +investor by virtue of its relationship with CICCHKS, other than the preferential treatment +of assured entitlement under a cornerstone inv estment following the principles set out in +Chapter 4.15 of the Guide for New Listing Applicants; +(f) CICCHKS confirm that no preferential tre atment has been, nor will be, given to CICC +FT, other than the preferential treatment of assured entitlement under a cornerstone +investment following the principles set out in Chapter 4.15 of the Guide for New Listing +Applicants; +(g) the identities of the ultimate beneficial owners of the Offer Shares subscribed to by CICC +FT, as well as details of the structured products under which the subscription by CICC FT +was made, are disclosed in the Prospectus; +(h) each of the Company, the Overall Coordinators, CICC FT and CICCHKS has provided +the Stock Exchange with written confirmat ions in accordance with Chapter 4.15 of the +Guide for New Listing Applicants; and +(i) details of the cornerstone investments and details of the allocations will be disclosed in +this prospectus and the allotment results announcement. +For further information about the cornerston e investment by CICC FT, please refer to the +section headed ‘‘Cornerstone Investors’’ in this prospectus. +WAIVERS +–7 3– + + +--- page 83 --- +DIRECTORS +Name Address Nationality +Executive Directors +Prof. Chen Xiufeng ( 陳秀峰) Room 13B02, Building 2 +Longqin Peninsula Garden +No. 63, Gaoxin South Ring Road +Nanshan District +Shenzhen, Guangdong +PRC +Chinese +Dr. ZHANG XIAOMIN Apartment 1203 +Xingyuan Advanced +Materials Industrial Park +Shenzhen, Guangdong +PRC +United States +Mr. Xu Liqiang ( 徐李強) Room 2901, No.6 +Huarun Xingfuli +Binhu District +Wuxi, Jiangsu +PRC +Chinese +Non-executive Director +Mr. Zhu Bide ( 朱彼得) Room 11–706, Phase 1 +Haiyue Garden +Nanshan District +Shenzhen, Guangdong +PRC +Chinese +Independent non-executive Directors +Mr. Tang Changjiang ( 唐長江) Room 1001, Unit B +Building 10, Lingyu Huafu +Linghangcheng +Hangcheng Avenue +Baoan District +Shenzhen, Guangdong +PRC +Chinese +Dr. Lin Zhiwei ( 林志偉) +(1) 2/F, Shum Yip Center Building +5045 Shennan East Road +Luohu District +Shenzhen, Guangdong +PRC +Chinese +Note: +(1) Dr. Lin Zhiwei has resigned from directorship with effect from the Listing Date. +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–7 4– + + +--- page 84 --- +Name Address Nationality +Ms. Sun Zhenzhen ( 孫珍珍) No. 2–912, Xinyi Lingyu +Xin’an Street +Bao’an District +Shenzhen, Guangdong +PRC +Chinese +Mr. Leung Shu Sun Sunny +(梁樹新) +Room 9H, Block 23 +South Horizons +Ap Lei Chau +Hong Kong +Chinese (Hong +Kong) +For details with respect to our Directors, please see ‘‘ Directors and Senior Management .’’ +PARTIES INVOLVED IN THE GLOBAL OFFERING +Sole Sponsor China Securities (International) Corporate Finance +Company Limited +18/F, Two Exchange Square +8 Connaught Place +Central +Hong Kong +Sponsor-Overall Coordinator China Securities (International) Corporate Finance +Company Limited +18/F, Two Exchange Square +8 Connaught Place +Central +Hong Kong +Overall Coordinators, Joint Global +Coordinators, Joint Bookrunners and +Joint Lead Managers +China Securities (International) Corporate Finance +Company Limited +18/F, Two Exchange Square +8 Connaught Place +Central +Hong Kong +Huatai Financial Holdings (Hong Kong) Limited +62/F, The Center +99 Queen’s Road Central +Hong Kong +China International Capital Corporation Hong Kong +Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +ICBC International Securities Limited +37/F, ICBC Tower +3 Garden Road +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–7 5– + + +--- page 85 --- +Vast Harbour Securities Limited +28/F, Bank of East Asia Harbour View Centre +56 Gloucester Road +Wan Chai +Hong Kong +Joint Global Coordinators, Joint +Bookrunners and Joint Lead +Managers +CMBC Securities Company Limited +34/F, One Exchange Square +8 Connaught Place +Central +Hong Kong +Jinluo Securities Limited +Room 606A, 6/F, Emperor Group Centre +288 Hennessy Road +Wan Chai +Hong Kong +New Industrial Financial Holdings Limited +Room 22, 5/F, United Centre +95 Queensway +Admiralty +Hong Kong +China Industrial Securities International Capital Limited +32/F, Infinitus Plaza +199 Des Voeux Road Central +Sheung Wan +Hong Kong +Joint Bookrunners and Joint Lead +Managers +Futu Securities International (Hong Kong) Limited +34/F, United Centre +No. 95 Queensway +Admiralty +Hong Kong +Tiger Brokers (HK) Global Limited +2 3 / F ,L iP oC h u nC h a m b e r s +189 Des Voeux Road Central +Hong Kong +Capital Market Intermediaries China Securities (International) Corporate Finance +Company Limited +18/F, Two Exchange Square +8 Connaught Place +Central +Hong Kong +Huatai Financial Holdings (Hong Kong) Limited +62/F, The Center +99 Queen’s Road Central +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–7 6– + + +--- page 86 --- +China International Capital Corporation Hong Kong +Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +ICBC International Securities Limited +37/F, ICBC Tower +3 Garden Road +Hong Kong +Vast Harbour Securities Limited +28/F, Bank of East Asia Harbour View Centre +56 Gloucester Road +Wan Chai +Hong Kong +CMBC Securities Company Limited +34/F, One Exchange Square +8 Connaught Place +Central +Hong Kong +Jinluo Securities Limited +Room 606A, 6/F, Emperor Group Centre +288 Hennessy Road +Wan Chai +Hong Kong +New Industrial Financial Holdings Limited +Room 22, 5/F, United Centre +95 Queensway +Admiralty +Hong Kong +China Industrial Securities International Capital Limited +32/F, Infinitus Plaza +199 Des Voeux Road Central +Sheung Wan +Hong Kong +Futu Securities International (Hong Kong) Limited +34/F, United Centre +No. 95 Queensway +Admiralty +Hong Kong +Tiger Brokers (HK) Global Limited +2 3 / F ,L iP oC h u nC h a m b e r s +189 Des Voeux Road Central +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–7 7– + + +--- page 87 --- +Legal Advisers to our Company As to Hong Kong law and U.S. laws +Linklaters +11/F, Alexandra House +Chater Road +Central +Hong Kong +As to PRC law +King & Wood +28/F, China Resources Tower +2666 Keyuan South Road +Nanshan District +Shenzhen, Guangdong +PRC +As to U.S. law +Miller, Canfield, Paddock and Stone, P.L.C. +840 W. Long Lake Road, Suite 150 +Troy, Michigan +U.S. +As to U.S. and EU tariffs: +Ashurst Tokyo +(Ashurst Horitsu Jimusho Gaikokuho Kyodo Jigyo) +30/F, Shiroyama Trust Tower +4–3-1 Toranomon +Minato-ku, Tokyo +Japan +As to Malaysian law +PHANG THAM TEOH & CO +S–15–02, Wisma YNH, Kiara +163, No. 8, Jalan Kiara, 50480 +Mont Kiara, Kuala Lumpur +Malaysia +As to Swedish law +Wigge & Partners Law KB +Birger Jarlsgatan 25 +111 45 Stockholm +Sweden +As to Swedish law in respect of environmental matters +FRO¨BERG & LUNDHOLM ADVOKATBYRA ˚ AB +Olof Palmes gata 23 +111 22 Stockholm +Sweden +Legal Advisers to the Sole Sponsor and +the Underwriters +As to Hong Kong law and U.S. laws +Sidley Austin +39/F, Two International Finance Centre +8 Finance Street +Central +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–7 8– + + +--- page 88 --- +As to PRC law +Zhong Lun Law Firm +57/58/59/F, Tower A, Ping An Finance Centre, +5033 Yitian Road +Futian District +Shenzhen, Guangdong +PRC +Auditor and Reporting Accountants Rongcheng (Hong Kong) CPA Limited +Certified Public Accountants +Registered Public Interest Entity Auditor +Unit 4301–07, 43/F, COSCO Tower +183 Queen’s Road Central +Hong Kong +Industry Consultant Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. +Wheelock Square 25/F, Suite 2504–2505 +1717 Nanjing West Road +Jing’An District +Shanghai 200040 +PRC +Transfer Pricing Consultant Shenzhen Qianhai PricewaterhouseCoopers +Business Consulting Services Co. Limited +28/F Hony Tower, 1 Jinrong Street, Guiwan +Qianhai Shenzhen-Hongkong Cooperation Zone +Shenzhen, PRC +Property Valuer Knight Frank Petty Limited +4/F Shui On Center +6–8 Harbour Road +Wanchai +Hong Kong +Compliance Adviser Vast Harbour Corporate Finance Limited (formerly known +as Goldlink Capital (Corporate Finance) Limited) +28/F, Bank of East Asia Harbour View Centre +56 Gloucester Road +Wanchai +Hong Kong +Receiving Banks Industrial and Comme rcial Bank of China (Asia) Limited +33/F, ICBC Tower +3 Garden Road +Central +Hong Kong +Bank of China (Hong Kong) Limited +1 Garden Road +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–7 9– + + +--- page 89 --- +Registered office and headquarter Tianyuan Road +Gongming Town +Guangming District +Shenzhen, Guangdong +PRC +Principal place of business in Hong Kong 31/F, Tower Two +Times Square +1 Matheson Street +Causeway Bay +Hong Kong +Company’s Website +www.senior798.com +(The information contained in this website +does not form part of this prospectus ) +Joint company secretaries M r .L iS h e n g +C1–5E, Cuihai Garden +Nongyuan Road +Futian District +Shenzhen, Guangdong +PRC +Mr. Chow Tsz Ho +(associate member of The Hong Kong Chartered +Governance Institute and The Chartered Governance +Institute in the United Kingdom) +31/F, Tower Two +Times Square +1 Matheson Street +Causeway Bay +Hong Kong +Authorised representatives Dr. ZHANG XIAOMIN +Apartment 1203 +Xingyuan Advanced Materials Industrial Park +Shenzhen, Guangdong +PRC +Mr. Chow Tsz Ho +(associate member of The Hong Kong Chartered +Governance Institute and The Chartered Governance +Institute in the United Kingdom) +31/F, Tower Two +Times Square +1 Matheson Street +Causeway Bay +Hong Kong +Audit Committee Dr. Lin Zhiwei (Chairperson) +(1) +Mr. Tang Changjiang +Mr. Zhu Bide +CORPORATE INFORMATION +–8 0– + + +--- page 90 --- +Remuneration and Appraisal Committee Mr. Tang Changjiang (Chairperson) +Dr. Lin Zhiwei (1) +Mr. Xu Liqiang +Nomination Committee Ms. Sun Zhenzhen (Chairperson) +Mr. Tang Changjiang +Dr. ZHANG XIAOMIN +Strategy and Development Management +Committee +Prof. Chen Xiufeng (Chairperson) +Mr. Tang Changjiang +Ms. Sun Zhenzhen +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 Industrial and Commercial Bank of China Limited +Shenzhen Yantian Branch +No.99, Jinrong Road +Yantian District +Shenzhen, Guangdong +PRC +Note: +(1) Dr. Lin Zhiwei has resigned as a Dir ector with effect from the Listing Date , and will accordingly cease to be the +chairperson of the Audit Committee and a member of the Remuneration and Appraisal Committee upon Listing. Mr. +Leung Shu Sun Sunny will serve as the chairperson of the Audit Committee and a member of the Remuneration and +Appraisal Committee with effect from the Listing Date. +CORPORATE INFORMATION +–8 1– + + +--- page 91 --- +The information and statistics set out in this section and other sections of this prospectus were +extracted from the Frost & Sullivan Report, which was commissioned by us, and from various official +government publications and other publicly available publicatio ns. We engaged Frost & Sullivan to +prepare the Frost & Sullivan Report, an independe nt industry report, in connection with the Global +Offering. We believe that the sources of this information are appropriate sources for such +information and have taken reasonable care in extracting and reproducing such information. We have +no reason to believe that such information is false or misleading or that any fact has been omitted that +would render such information false or misleading. The information from official government sources +has not been independently verified by us, the Sole Sponsor, the Sponsor-Overall Coordinator, the +Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead +Managers, the Underwriters, the Capital Market In termediaries, any of our or their respective +directors and advisors, or any other persons or parties involved in the Global Offering, and no +representation is given as to its accuracy. +SOURCE OF INFORMATION +We commissioned Frost & Sullivan to conduct market research on battery separator industry +and prepare the Frost & Sullivan Report. Frost & Su llivan is an independent global consulting firm +founded in 1961 in New York that offers indust ry research and market strategies. We have +contracted to pay RMB660,000 to Frost & Sulliv an for compiling the Frost & Sullivan Report. +In preparing the Frost & Sullivan Report, F rost & Sullivan conducted detailed primary +research which involved discu ssing the status of the industry with certain leading industry +participants and conducting interviews with rel evant parties. Frost & Sullivan also conducted +secondary research which involved reviewing com pany reports, independent research reports and +d a t ab a s e do ni t so w nr e s e a r c hd a t a b a s e .F r o s t&Sullivan obtained the figures for the estimated +total market size from historical data analysi s plotted against macroeconomic data as well as +considered the above-mentioned industry key d rivers. 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 m ethodology, integration of market drivers and +restraints, integration with the market challe nges, integration of the market engineering +measurement trends and integrat ion of econometric variables. +The Frost & Sullivan Report is compiled based on the following assumptions: (i) the social, +economic and political environment of the globe a nd mainland China is likely to remain stable in the +forecast period; and (ii) related industry key dr ivers are likely to drive the market in the forecast +period. +OVERVIEW OF GLOBAL AND CHINA LITHIUM-ION BATTERY INDUSTRY +Definition and Classifications +Lithium-ion battery is a type of rechargeable batte ry that achieves its charging and discharging +process through the flow of lithium ions between the cathode and anode. In comparison to +rechargeable alkaline battery, lit hium-ion battery offers higher energy density, longer life cycle, and +better safety performance. According to applicatio n scenarios, lithium-ion battery can primarily be +classified into three major categories: electric vehicle battery, energy storage battery, and consumer +electronics battery, which are primarily applied for transportation vehicles, e nergy storage facilities, +consumer electronics and industrial machinery. +In addition to these core segments, lithium-ion battery is also increasingly being adopted in +emerging applications such as electric tools, unmann ed aerial vehicles, robotics, electric aviation and +marine electrification. These sectors are exp ected to become important growth engines for the +battery industry, supported by the global shift toward electrification, automation, and lightweight +energy solutions. The rapid expansion of lithium -ion battery is unlocking vast new market potential, +INDUSTRY OVERVIEW +–8 2– + + +--- page 92 --- +laying a strong foundation for sustained demand growth across the battery supply chain including +high-performance battery separato r, which plays a critical role in ensuring safety, efficiency, and +reliability across increasingly diverse and high-specificat ion applications. +Value Chain Analysis +The value chain of lithium-ion battery industry co mprises of raw material suppliers (upstream), +lithium-ion battery manufacturers (midstream), and application scenarios (downstream). Raw +material suppliers provide cathode materials, anod e materials, separators and electrolytes, which are +important to lithium-ion battery products in terms of uniformity, stability and safety. Serving as +physical barriers between electrodes and pathways fo r lithium-ions, separators directly influence +lithium-ion battery’s thermal stability, mechanic al strength, ionic conductivity, fast-charging +capability, and overall safety perf ormance. Moreover, High-perfor mance separators help mitigate +the risks of thermal runaway and enable stable ope ration under high current densities, which is +critical for fast-charging applications. Lithiu m-ion battery manufacturers design and produce +battery products, including cells, battery modules a nd battery packs, together with their related BMS +(Battery Management Systems). Downstream applic ation scenarios of lithium-ion batteries mainly +include new energy vehicles, energy stora ge facilities, and consumer electronics. +Market Size of Global and China Lithium-ion Battery Industry +The global lithium-ion battery industry in te rm of shipment volume increased from 576.0 GWh +in 2021 to 2,278.9 GWh in 2025, representing a CAGR of 41.0%. It is expected to exceed 6,500 GWh +by 2030, with a CAGR of 23.6% from 2025 onward. China remains the largest market with its +lithium-ion battery shipments growing from 327.0 GWh in 2021 to 1,716.7 GWh in 2025, reflecting a +CAGR of 51.4%. The volume is expected to surp ass 4,500 GWh by 2030, maintaining a CAGR of +21.3% and over 65% share of the global market. The lithium-ion battery shipments from other +regions outside China is expected to reach over 2,000 GWh by 2030, representing a CAGR of 29.6%, +which is higher than that in China, and increasing to over 30% share of the global market. +Notably, driven by the continued penetration of NEVs and the rapid adoption of energy +storage including for user side, Europe and the U.S .’s market share in term of lithium-ion battery by +shipment volume is expected to increase from 10.2% and 5.6% in 2025 to 13.3% and 6.6% in 2030, +respectively. In response, leading lithium-ion battery manufacturers are actively expanding +production capacity in Europe and the U.S., which in turn drives the global lithium-ion battery +supply chain including the battery separator indus try to accelerate their expansion and localization +in these regions. +Market Size of Global and China EV Battery Industry +Global NEV sales grew from approximately 6.3 million units in 2021 to 22.7 million in 2025, +representing a CAGR of 37.7%, with China acco unting for 68.6% of global sales at 15.6 million +units. As consumer acceptance continues to rise, g lobal NEV sales are projected to reach 43.2 million +units by 2030, growing at a CAGR of 15.5% from 2 025. China is expected to maintain its leading +position, with sales reaching 28.6 million units by 2030, representing 66.3% of global NEV sales. +The rapid expansion of the NEV market has sign ificantly boosted demand for EV batteries. +Global EV battery shipments rose from approx imately 375.0 GWh in 2021 to 1,495.0 GWh in 2025, +achieving a CAGR of 41.3%. Going forward, the glo bal EV battery shipment volume is expected to +grow from 1,495.0 GWh in 2025 to 3,766.5 GWh in 2030 at a CAGR of 20.3% In China, EV battery +shipments surged from 226.0 GWh in 2021 to 1,103.0 GWh in 2025 with a CAGR of 48.6%, and are +projected to reach 2,534.1 GWh by 2030, growing at a CAGR of 18.1% from 2025. Meanwhile, EV +battery shipments from other regions outside Ch ina are expected to reach over 1,200 GWh in 2030, +with a CAGR of 25.7% from 2025. +INDUSTRY OVERVIEW +–8 3– + + +--- page 93 --- +Market Size of Global and China Energy Storage Battery Industry +Promoted by supportive policies and the accelerated deployment of clean energy, the global +energy storage industry has experienced remarka ble growth. The market size of global ESS industry +by added installed capacity reached 324.1 GWh in 2025 and is projected to grow to 1,164.7 GWh by +2030, representing a CAGR of 29.2% from 2025 t o 2030. China, supported by strong policy +incentives and surging downstream demand, accoun ted for 59.6% of global added installed capacity +in 2025, with this share expected to account for 56.3% in 2030. +In terms of battery shipments, global energy storage battery volume increased from 70.0 GWh +in 2021 to 632.3 GWh in 2025 at a CAGR of 73.4%, driven by over 20 governments promoting +storage-integrated renewable energy projects. This volume is expected to reach 2,510.0 GWh by +2030, representing a CAGR of 31.7% from 2025. In China, aligned with its ‘‘carbon peak’’ and +‘‘carbon neutrality’’ goals and a maturing electr icity trading mechanism, energy storage battery +shipments grew from 48.0 GWh in 2021 to 551.0 GWh in 2025 at a CAGR of 84.1%, and are +forecasted to reach 1,859.9 GWh by 2030, growing at a CAGR of 27.5% from 2025. From other +regions outside China, energy storage battery shipments are expected to reach over 650 GWh in +2030, representing a CAGR of 51.6% from 2025. +Market Size of Global and China Consumer Electronics Battery Industry +Consumer electronics, including smartphones, tablets, laptops, wearables, and AR/VR devices, +have seen stable demand driven by advances in mo bile internet, IoT, AI, and rising disposable +income. Global shipment volume decreased fr om 2,397.9 million units in 2021 to 2,239.6 million +units in 2025, representing a CAGR of approximately –1.7%, and is expected to reach nearly 2,700 +million units in 2030. The market size by shipment volu me of consumer electronic products in China +increased slightly from 564.5 million units in 20 21 to 571.9 million units in 2025, representing a +CAGR of approximately 0.3%. Looking ahead, growing demand for smartphone upgrades and +deeper AI integration in devices is expected to boost market growth, with China’s shipments forecast +to reach 817.6 million units by 2030, mainta ining a 30.3% share of global volume. +The global consumer electroni cs battery market grew modestly from 98.0 GWh in 2021 to 110.0 +GWh in 2025 with a CAGR of 2.9%, but is expected to expand more robustly to 179.4 GWh by 2030 +with a CAGR of 10.3% from 2025 as products become more intelligent, compact, and +multifunctional. In China, consumer electroni cs battery shipments rose from 33.0 GWh in 2021 to +37.7 GWh in 2025 at a CAGR of 3.4% and are projected to reach 56.9 GWh by 2030 representing a +CAGR of 8.6% from 2025, driven by 5G adoption and the broader use of AR/VR devices. +OVERVIEW OF GLOBAL AND CHINA BATTERY SEPARATOR INDUSTRY +Definition and Classifications +A battery separator is a type of polymeric membrane. As an indispensable component of +lithium-ion batteries, separators prevent electrical short circuits and provide a pathway for lithium +ions to move between cathode and anode, thus having a significant impact on the performance of +lithium-ion battery products. +Separators can be classified into dry process s eparators and wet process separators. Dry +process separators are generally made of polypropylene (PP) or polyethylene (PE). Due to the +relatively high shut-down point and low thermal shrinkage rate, dry process separators have a higher +thermal stability, which ensures a better safety p erformance. Wet process separators are made of +polyethylene (PE). With less thickness, better pore s ize distribution and larger range of controllable +porosity, wet process separators facilitate the tr ansportation of lithium ions between electrodes, +allowing the batteries to improve the energy densi ty. The coating process can be applied to both dry +and wet process separators, which can significan tly increase the separators’ thermal stability, +puncture strength and safety performance. In wet process separators, coatings are primarily +employed to improve high-temperature stability, whi ch is critical for high-energy-density batteries, +while in dry process separators, coatings focus on e nhancing wettability, mechanical strength, and +uniformity, supporting cost-sensitive or high-temp erature applications. Gen erally, approximately +INDUSTRY OVERVIEW +–8 4– + + +--- page 94 --- +80% of wet process separators undergo coating, reflecting the high safety and performance demands +of high-energy-density battery applications, whereas around 20% of dry process separators are +coated, consistent with their broader use in cost-sensitive and moderate-performance applications. +This distribution underscores the critical role of coating in enabling wet process separators to meet +advanced battery performance requirements. +Value Chain Analysis +Major upstream suppliers in the battery separa tor industry encompass raw material suppliers +and equipment manufacturers. Raw m aterial suppliers provide materials such as polyethylene (PE), +polypropylene (PP), additives, packaging and au xiliary production materials, while the equipment +suppliers provide machineries and tools. The leadi ng battery separator manuf acturers with in-house +design capability equipment for both dry and wet pr ocess separators that is highly compatible with +their proprietary production techniques, which will enable them to produce high-quality separators +with high level of precision and production efficiency. Separators are crucial to the batteries not only +because they prevent short circuits, but they a lso act as last resorts that shut off the flow of +lithium-ions if the battery overheats and explodes. Leading battery separator manufacturers at the +midstream offer dry and wet process separators and also conduct coating process based on demands +from customers, which enhances thermal shut down capability, safety performance, and +compatibility with battery chemistries. The ba ttery separators are applicable to lithium-ion +batteries for a wide range of application scenarios, including new energy vehicles, electrical energy +storage facilities, consumer electronics, etc. +Market Size of Global and China Battery Separator Industry +The market size of global battery separator market by shipment volume increased from 10.9 +billion m +2 in 2021 to 40.3 billion m 2 in 2025 at a CAGR of 38.7%. In 2025, China had the largest +shipment volume of battery separator in the world, accounting for around 85.9% of the market in +major countries. Going forward, driven by the additional government mandates and technological +advancements, it is forecasted that the market size of global battery separator market by shipment +volume will increase from 40.3 billion m +2 in 2025 to 118.1 billion m 2 in 2030, representing a CAGR +of 24.0%. Meanwhile, driven by the rapid increase in local lithium-ion battery and separator +production capacities in Europe and the U.S., supp orted by rising NEV penetration in both regions +and high annual growth in energy storage installations, regional manufacturers are accelerating local +production to enhance supply chain resilience, shorte n logistics cycles, reduce transportation costs, +and meet increasingly stringent local requiremen ts for quality, sustainability, and traceability. +Geopolitical uncertainties and the growing em phasis on supply chain security are further +strengthening the motivation for onshore production. At the same time, closer collaboration +between material suppliers, battery producers, an d downstream users is improving efficiency and +enabling faster product innovation. Together with the overseas expansion of leading Chinese +separator companies to support globalised battery supply chains, these forces are expected to +significantly increase the shipment share outside China is expected to rise significantly from 14.1% +in 2025 to 31.1% in 2030 reflecting a CAGR of 45.1%. +INDUSTRY OVERVIEW +–8 5– + + +--- page 95 --- +Global Battery Separator Industry by Shipment Volume, 2021–2030E +Billion m2 +CAGR +2021–2025 +CAGR +2025–2030E +46.1%China +Others outside China +18.7% +Global Battery Separator Industry +45.1%14.6% +38.7% 24.0% +0 +10 +20 +30 +40 +50 +60 +70 +80 +90 +100 +110 +120 +2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E +69.7% +30.3% +77.5% +22.5% +81.3% +18.7% +84.0% +16.0% +85.9% +14.1% +82.9% +17.1% +78.9% +21.1% +75.3% +24.7% +72.0% +28.0% +68.9% +31.1%16.3 21.4 +27.7 +40.3 +10.9 +63.5 +78.7 +96.8 +118.1 +50.8 +Source: Interviews with industry experts by Frost & Sullivan, Frost & Sullivan +From 2021 to 2025, the global market size of dry process battery separators by shipment +volume increased from a pproximately 2.1 billion m 2 to about 8.3 billion m 2, representing a strong +CAGR of 40.5%. In 2025, China accounted for 95.2% of the global shipment volume, maintaining a +dominant position in the market. Going forward, global shipments are projected to grow from +approximately 8.3 billion m 2 in 2025 to 13.0 billion m 2 in 2030, with a CAGR of 9.4%. As Chinese +companies accelerate overseas expansion and manufacturers in other countries improve production +capacity and customer base, the share of dry process separator shipments outside China is expected +to rise from 4.8% in 2025 to 13.8% in 2030, reflecting a CAGR of 35.1%. +Global Dry Process Battery Separator Industry by Shipment Volume, 2021–2030E +14 +12 +10 +8 +6 +4 +2 +0 +Billion m2 +CAGR +2021–2025 +CAGR +2025–2030E +42.8%China +Others outside China +Global Dry-process Battery Separator Industry +7.2% +14.8% 35.1% +40.5% 9.4% +2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E +89.2% +10.8% +91.8% +8.2% +93.5% +6.5% +94.7% +5.3% +95.2% +4.8% +93.5% +6.5% +91.3% +8.7% +89.4% +10.6% +87.7% +12.3% +86.2% +13.8% +3.2 +4.9 +6.4 +8.3 +2.1 +10.3 +11.3 +12.2 +13.0 +9.3 +Source: Interviews with industry experts by Frost & Sullivan, Frost & Sullivan +INDUSTRY OVERVIEW +–8 6– + + +--- page 96 --- +The global wet process battery separator market by shipment volume grew from approximately +8.8 billion m 2 in 2021 to about 32.0 billion m 2 in 2025, at a CAGR of 38.2%. In 2025, China +dominated the market with an 83.4% share. Moving forward, the market is projected to expand from +32.0 billion m 2 in 2025 to 105.1 billion m 2 in 2030, at a CAGR of 26.9%. Notably, the market share +outside China is expected to rise from 16.6% in 2025 to 33.2% in 2030 with a CAGR of 45.8%, +d r i v e nb ya c c e l e r a t e dd e m a n dg r o w t hi ni n t e r n ational markets as well as Chinese enterprises’ +strategic overseas expansion. Leveraging thei r advanced manufacturing technologies, strong +research capabilities, and integrated supply ch ains, Chinese companies are rapidly establishing +production bases abroad to efficiently meet growing global battery demand, enhance supply chain +resilience, and maintain co st competitiveness, thereby reinforci ng their leading position in the global +wet process battery separator market. +Global Wet Process Battery Separator Industry by Shipment Volume, 2021–2030E +110 +100 +90 +80 +70 +60 +50 +40 +30 +20 +10 +0 +Billion m2 +47.1%China +Others outside China +Global Wet Process Battery Separator Industry +21.3% +14.6% 45.8% +38.2% 26.9% +2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E +CAGR +2021–2025 +CAGR +2025–2030E +65.0%35.0% +74.0% +26.0% +77.7% +22.3% +80.8% +19.2% +83.4% +16.6% +80.5% +19.5% +76.5% +23.5% +73.0% +27.0% +69.7% +30.3% +66.8% +33.2%13.1 16.5 21.3 +32.0 +8.8 +53.2 +67.4 +84.6 +105.1 +41.5 +Source: Interviews with industry experts by Frost & Sullivan, Frost & Sullivan +From 2021 to 2025, the shipment volume of dry process battery separator from China increased +from approximately 1.9 billion m 2 to approximately 7.9 billion m 2, at a CAGR of 42.8%. Driven by +further development of the downstream industries, the shipment volume of dry process battery +separators from China is expected t o reach approximately 11.2 billion m +2 in 2030, at a CAGR of +7.2% from 2025. In 2025, EV battery was the largest downstream applications of China’s dry process +battery separator market, accoun ting for approximately market sh are of 55.0%, followed by energy +storage battery (40.0%) and consumer electronics battery (4.5%). +Dry Process Battery Separators from China by Shipment Volume, 2021–2030E +Billion m2 +2030E2029E2021 2022 2023 2024 2025 2026E 2027E 2028E +CAGR +2021–2025 2025–2030E +CAGR +China Dry-process Battery Separator Industry 42.8% 7.2% +12 +10 +11 +9 +7 +8 +6 +4 +5 +3 +2 +1 +0 +1.9 +2.9 +4.6 +6.1 +7.9 +8.7 +9.4 +10.1 +10.7 11.2 +Breakdown of China’s Dry-process +Battery Separator Industry by +Downstream Applications, 2025 +55.0% +4.5% +40.0% +EV Battery +Energy Storage Battery Others +Consumer Electronics Battery +0.5% +Source: Interviews with industry experts by Frost & Sullivan, Frost & Sullivan +INDUSTRY OVERVIEW +–8 7– + + +--- page 97 --- +The shipment volume of wet process battery separator from China has increased from 5.7 +billion m 2 in 2021 to 26.7 billion m 2 in 2025, at a CAGR of 47.1%. Looking forward, shipment +volume of wet process battery separator from China is expected to surge from 26.7 billion m 2 in 2025 +to 70.2 billion m 2 in 2030, representing a CAGR of 21.3%. In 2025, EV batteries accounted for +68.5% of China’s wet process battery separator mar ket, followed by energy s torage battery (27.0%) +and consumer electronics battery (3.0%). +Wet Process Battery Separator from China by Shipment Volume, 2021–2030E +0 +75 +Billion m2 +5.7 +17.2 +26.7 +33.4 +40.7 +49.2 +59.0 +12.8 +70.2 +9.7 +China Wet-process Battery Separator Industry 47.1% 21.3% +70 +60 +65 +55 +40 +45 +50 +35 +30 +25 +20 +15 +10 +5 +2030E2029E2021 2022 2023 2024 2025 2026E 2027E 2028E +CAGR +2021–2025 2025–2030E +CAGR Breakdown of China’s Wet-process +Battery Separator Industry by +Downstream Applications, 2025 +68.5% +3.0% +27.0% +EV Battery +Energy Storage Battery Others +Consumer Electronics Battery +1.5% +Source: Interviews with industry experts by Frost & Sullivan, Frost & Sullivan +Driven by strong growth expectations for the lit hium-ion battery market, particularly in NEVs +and the energy storage sector, as well as manufacture rs’ efforts to secure strategic positions within +the supply chain, battery separator manufacturers accelerated capacity investments. In this context, +in China, from 2022 to 2024, China’s battery separator industry’s production capacity expanded at a +CAGR of 63.8%, surpassing the 35.8% increase in shipments, thereby driving price declines in +domestic markets due to intensified competition and supply-demand imbalances. Due to the surge in +demand especially for energy storage battery in 2025, the supply-demand imbalances have been +gradually mitigated, leading to more stable price c hange. The battery separator prices in China fell +from RMB1.96 per square metre in 2021 to RMB1.5 3 per square metre in 2023, further to RMB0.74 +per square metre in 2024, and slightly decrease to RMB0.72 per square metre in 2025, while the dry +process battery separator prices in China increa sed by nearly 5% from 2024 to 2025 based on annual +average prices. As China accounted for over 85% of global shipment volume in 2025, its prices are +highly aligned with global price trends. Looking toward 2030, capacity is projected to reach 98.2 +billion m +2 and shipments 81.4 billion m 2, reflecting CAGRs of 15.4% and 18.7% from 2025. It is +forecasted that the separator prices in China are ex pected to stabilise and slightly increase after 2026 +as the pace of new capacity slows, downstream demand accelerates, and inefficient or sub scale +capacity is phased out. This growth supports domest ic demand and strengthens Chinese enterprises’ +competitiveness through technological expertise a nd strategic partnerships with customers. Similar +to the separator segment, China’s downstream lithium-ion battery industry has also experienced +periods of intensified competition and structur al overcapacity in recent years due to the rapid +commissioning of new production lines alongside slo wer growth in end-markets. It is expected that +rising penetration of NEVs, accelerating deployment of energy storage systems, and expanding +emerging applications such as robotics and low-a ltitude aviation will help absorb excess capacity +over time and support a gradual recovery in supply-demand dynamics. +INDUSTRY OVERVIEW +–8 8– + + +--- page 98 --- +However, in regions outside China, the indus try experienced strong shipment growth while +relatively slower capacity expansion between 2021 and 2025, creating increasing opportunities to +secure supply locally due to fast-growing demand from downstream battery manufacturers. Capacity +increased from 2.7 billion m +2 to 5.0 billion m 2 with a CAGR of 16.7%, while shipments rose from 3.3 +billion m 2 to 5.7 billion m 2 with a higher CAGR of 14.6%. To meet regional demand and enhance +supply efficiency, China’s leading separator en terprises have expande d overseas, establishing +localised production that enables faster respons e, tailored services, and optimised cost structures +within local value chains. By 2030, capacity is expected to reach 38.6 billion m 2 and shipments 36.7 +billion m 2, reflecting CAGRs of 50.5% and 45.1% from 2 025, addressing a more balanced regional +supply and allowing Chinese manufacturers to stre ngthen pricing power an d profitability through +closer engagement with local manufacturers. +Thus, at the global level, separator capacity grew from 13.2 billion m 2 in 2021 to 53.0 billion m 2 +in 2025, registering a CAGR of 41.6%, with shipments rising from 10.9 billion m 2 to 40.3 billion m 2 +at a CAGR of 38.7%. By 2030, global capa city is projected to reach 136.8 billion m 2 and shipments +118.1 billion m 2, reflecting CAGRs of 20.9% and 24.0% from 2025, supporting a more balanced and +resilient global supply network while responding to the rapidly growing demand across the battery +value chain worldwide. +Battery Separator from China by Production +Capacity and Shipment Volume, +2021–2030E +Battery Separator from Other Regions outside China by +Production Capacity and Shipment Volume, 2021–2030E +Billion m2 +2029E 2030E2028E2021 2022 2023 2024 2025 2026E 2027E +CAGR +2021–2025 2025–2030E +CAGR +46.2% 15.4% +46.1% 18.7% +Production Capacity +Shipment Volume +10.5 +15.1 +28.0 +40.5 +48.0 +54.2 +62.9 +73.6 +85.4 +98.2 +7.6 +12.6 +17.4 +23.3 +34.6 +42.1 +50.1 +59.3 +69.7 +81.4 +0 +10 +20 +30 +40 +50 +60 +70 +80 +90 +100 +0 +40 +Billion m2 +16.7% 50.5% +14.6% 45.1% +30 +35 +25 +20 +15 +10 +5 +Production Capacity +Shipment Volume +2029E 2030E2028E2021 2022 2023 2024 2025 2026E 2027E +CAGR +2021–2025 2025–2030E +CAGR +2.7 2.9 3.0 3.3 5.0 +7.8 +12.7 +19.8 +28.1 +38.6 +3.3 3.7 4.0 4.4 5.7 +8.7 +13.4 +19.4 +27.1 +36.7 +Source: Interviews with industry experts by Frost & Sullivan, Frost & Sullivan +Market Drivers and Trends Analysis of Global and China Battery Separator Industry +Rising NEV Adoption and Performance Requirements +In 2025, the NEV penetration rates in China, Europe and the U.S. were 45.3%, 18.1% and +11.3%, respectively. In 2030, the se figures are expected to increase to 68.1%, 26.7% and 14.1%, +respectively. Compared to China, the penetration rate of NEVs in Europe and the U.S. indicate +substantial growth potential, with further increa ses expected in the future. The global surge in NEV +adoption driven by carbon neutrality goals, suppo rtive policies, and automaker electrification +strategies continues to fuel rapid growth in EV battery industry. As EV batteries evolve toward +higher energy density, faster charging, and enha nced safety, the demand for high-performance +separators intensifies. This has led to a para llel expansion in both wet process and dry process +separator technologies. Wet process separato rs, offering superior uniformity and mechanical +strength, are gaining traction in h igh-end batteries like high-nick el and semi-solid-state systems. +Meanwhile, dry process separators, favoured for t heir thermal stability and cost-effectiveness, +remain competitive in mainstream applications. W ith EV battery expected to maintain high growth +in the coming years, the separator industry is sca ling capacity and upgrading processes to match this +momentum. +INDUSTRY OVERVIEW +–8 9– + + +--- page 99 --- +Diverse Energy Storage Scenarios Fuel Demands +The energy storage segment including grid-sca le systems, telecom base stations, home energy +storage, and portable power is becoming a critical growth driver for separator demand. Each +application scenario has unique technical specifi cations, such as long-cycle performance for grid +storage or high energy density and thermal resistanc e for residential and portable systems. Separator +manufacturers are responding by developing customised, scenario-specific solutions, including +functional coatings, optimised porosity, and enha nced thermal shutdown p roperties. Among these, +energy storage industry in Europe and the U.S. espec ially for user-side grew significantly and ESS +market size by added installed capacity is expected to exceed 135 GWh in Europe and 200 GWh in +the U.S. by 2030, representing CAGRs of 35.8% and 31.9% from 2025 to 2030, respectively. This +rapid growth is driving increased lithium-ion battery demand in Europe and the U.S., and in turn +accelerating overseas separator capacity expansion to meet rising local demand. As global +investments in renewable energy and grid stability increase, the energy storage battery industry is +rising rapidly, creating a growing, sustainable demand base for separators in the energy storage +sector. +Rising Competitiveness of Chinese Suppliers +Chinese separator manufacturers have rapidly caught up with, and in many cases surpassed, +international competitors in terms of production s cale, technology maturity, and cost efficiency. +Through continued investment in research and d evelopment and production capacity, Chinese +players are now leading global separator supply. Their competitive pricing and ability to deliver +large volumes of high-quality wet and dry proces s separators have made them dominant exporters, +especially to EV battery producers in Europe and SE A. This increasing competitiveness has reshaped +the global market structure and consolidated leading pos ition of Chinese suppliers. +Innovations Benefitting Leading Enterprises with Diverse Layouts +Technological innovation continues to shape t he battery separator sec tor, spanning material +breakthroughs and process advancements such as high-speed wet production lines and +low-temperature stretching in dry processes. Demand is rising for next-generation separators that +are ultra-thin, heat-resistant, and capable of suppressing dendrite growth, driving a new wave of +product development. Leading separator suppliers have integrated into these top-tier supply chains +to participate in early-stage product definitio n and secure long-term value creation. At the same +time, smart manufacturing, AI-powered quality c ontrol, and sustainability-driven research and +development are transforming both cost structures and environmental footprints. On the product +side, wet and dry processes are expected to coexist, with a clear trend toward thinner, more +functional separators. Co ated separator demand is rising, and d ifferentiated coating formulas are +becoming a key competitive edge favouring diversified players in technology routes. Looking ahead, +industry concentration is likely t o intensify, further benefiting leading enterprises with scale, +innovation capacity, and strong customer access. +Industry Barrier Analysis of Global and China Battery Separator Industry +Technology and research and d evelopment capabilities +The development and application of new technologies for the production of battery separators +typically require lengthy period, which constitu tes an entry barrier for new entrants to conduct +independent research. Manufacturers in the battery separator industry must strive for competitive +advantages through technological breakthroughs . Pioneering separator manufacturers, through +their rich industry experience, es tablish important expertise for th e entire production process. The +expertise includes the selection of raw materials and design and final production of battery +separators. Pioneers in the battery separator in dustry have simultaneously mastered process and +equipment technologies in dry and wet process separator production. To further extend their leading +positions, separator manufactu rers have collaborated with renow ned universities and research +institutions to develop cutting-edge technologie s, which makes it challenging for new entrants to +enter into the battery separator industry. +INDUSTRY OVERVIEW +–9 0– + + +--- page 100 --- +High-calibre talents +The high-calibre talents with extensive professional knowledge, deep industry understanding +and rich experience play an important role in the s uccess of battery separato r manufacturers. Battery +separator manufacturers with a proven track re cord in the industry nor mally have built-up high +technical research teams. Besides, an experienc ed and professional management team will help the +battery separator manufacturers to better operate their business with effective operational and +strategic planning. Since the battery separator industry is a knowledge-intensive and +technology-leading industry, t he high-calibre talents are main ly concentrated in the leading +manufacturers of this industry. As for new entr ants in the battery separator industry, it is +relatively difficult to gather talents in differe nt fields with high qualification in a short time. +Capital investment +Substantial capital investment plays a critical role in different stages of design and production +of battery separators. In the early stages, battery se parator manufacturers ty pically make significant +capital investments in building research and de velopment teams, purchasing raw materials, +developing product formular and construction of manufacturing base, etc. In the +commercialization stages, suffici ent capital support is significant in purchasing manufacturing +equipment. In the scaling production stages, cap ital investment is also essential in expanding +production lines, building new factories, etc. Ne w entrants who lack sufficient capital may be less +competitive in the battery separator ind ustry, which forms capital barrier. +Customer recognition +Leading battery separator manuf acturers ensure consistent, rel iable production and flexibly +localise facilities globally to meet market demand. B eyond production capacity, customers require +lengthy evaluations of product quality and manu facturing stability, resulting in extended +certification periods for new entrants. Once appro ved, suppliers usually secure stable, long-term +partnerships due to high switching costs and the need for supply reliability. In order to match +lithium-ion battery manufacturers expansion overseas, leading separator companies are able to +localise production to strengthen these relationships. New entr ants often struggle with both +production scale and customer trust, forming a high barrier to market entry. +Flexible supply configuration capability +Excellent production capability is also one of th e entry barriers for battery separator industry +since it is an indication of operational efficien cy, production flexibilit y, and long-term growth +potential. Battery separator manufacturers with st rong leadership positions in the industry are able +to provide consistent, reliable and rapid production and product supply. These companies are able to +layout their global markets with vision, flexibly arranging their local p roduction facilities to +implement production plans according to the actual orders from different markets. In addition, these +companies could leverage their e xcellent technical capabilities a nd resources in designing their +production facilities independently, thereby relievi ng their production activities from the pressure of +insufficient equipment supply. H owever, new entrants may lack of p roduction build-up capability to +deliver products, thus forms pro duction capability barrier. +Equipment design, supply, and commissioning +Separator production equipment is highly customised to meet stri ngent technical requirements +and involves long cycle times for installation, fin e-tuning, and capacity ramp-up. Leading companies +utilise single production lines with large capacit y, featuring wide web widths and high line speeds, +enabling efficient and high-volume base film manu facturing. Established players typically form +strategic alliances with international equipment suppliers and leverage in-house research and +development capabilities to co-develop and secure advanced equipment, part icularly for high-end +coated separators. These suppliers have limited pr oduction capacity, much of which is locked in +through long-term agreements with leading manufacturers. For new entrants, challenges include not +only the difficulty of acquiring high-performan ce equipment in a timely manner but also the steep +INDUSTRY OVERVIEW +–9 1– + + +--- page 101 --- +learning curve in commissioning, process optimizat ion, and quality control. Together, these factors +lead to high upfront capital requirements, delay ed time-to-market, and a significant competitive +disadvantage, reinforcing the dominance of incumbent players. +Global patent layout +The battery separator industry is protected by strong patent barriers, as key technologies are +heavily patented across materials, structures, and manufacturing processes. Overseas market +expansion especially in developed regions requ ires a comprehensive pa tent strategy to ensure +compliance and avoid infringement risks. Without sufficient intellectual property protection, +companies may face restrictions in entering high -end markets, making patent layout a critical +threshold for global competitiveness. +COMPETITIVE LANDSCAPE OF GLOBAL A ND CHINA BATTERY SEPARATOR INDUSTRY +In 2025, the total shipment volume of global battery separator industry reached approximately +40.3 billion m +2. The top 5 companies accounted for approximately 67.2% of the total shipment +volume of global battery separator market. In 2025, Our Group ranked second in the global battery +separator market and accounted for 11.6% of the market share. +In China, the total shipment volume of battery separator reached approximately 34.6 billion m +2 +in 2025. The top 5 companies accounted for approx imately 78.1% of the total shipment volume of +China battery separator market. In 2025, Our Group accounted for a market share of approximately +13.5%, and ranked second in the China battery separator market. +In order to further consolidate their competit ive positions in both the global and Chinese +markets, leading Chinese battery separator compani es are actively establishing overseas production +capacity. +Top Five Companies in Global and China Battery Separator Market +by Shipment Volume, 2025 +32.8% +31.9% +11.6% +11.4% +8.3% +4.0% +Others +Company A +Our Group +Company B +Company C +Company D +Global Battery Separator Market China Battery Separator Market +21.9% +37.1% +13.5%13.3% +9.6% +4.6% +Others +Company A +Our GroupCompany B +Company C +Company D +Source: Annual Reports of Listed Companies, Interviews with industry experts by Frost & Sullivan, Frost & Sullivan +In 2025, the total shipment volume of global dry process battery separator reached +approximately 8.3 billion m 2. The top 5 companies accounted for approximately 76.8% of the +total shipment volume of global dry process battery separator. In 2025, Our Group accounted for a +market share of approximately 21.5%, and ranked fi rst in the global dry process battery separator +market. +In 2025, the total shipment volume of glob al wet process battery separator reached +approximately 32.0 billion m +2. The top 5 companies accounted for approximately 74.7% of the +total shipment volume of global wet process battery separator. In 2025, Our Group accounted for a +market share of approximately 9. 0%, and ranked fourth in the globa l wet process battery separator +market. +INDUSTRY OVERVIEW +–9 2– + + +--- page 102 --- +Top Five Companies in Global Dry Process and Wet Process Battery Separator Market +by Shipment Volume, 2025 +Global Dry Process Battery Separator Market +23.2% 21.5% +17.5% +16.1% +14.5% +7.2% +Others Our Group +Company E +Company A +Company F +Company G +25.3% +35.9% +14.4%10.4% +9.0% +5.0% +Others +Company A +Our Group +Company BCompany C +Company D +Global Wet Process Battery Separator Market +Source: Annual Reports of Listed Companies, Interviews with industry experts by Frost & Sullivan, Frost & Sullivan +In 2025, the total shipment volume of Chin a dry process battery separator reached +approximately 7.9 billion m 2. The top 5 companies accounted for approximately 80.8% of the +total shipment volume of China dry process battery separator. In 2025, Our Group accounted for a +market share of approximately 22.6%, and ranked first in China’s dry process battery separator +market. +In 2025, the total shipment volume of Chin a wet process battery separator reached +approximately 26.7 billion m +2. The top 5 companies accounted for approximately 89.6% of the +total shipment volume of China wet process batte ry separator. In 2025, Ou r Group accounted for a +market share of approximately 10.8%, and ranked f ourth in the China wet process battery separator +market. +Top Five Companies in China Dry Process and Wet Process Battery Separator Market +by Shipment Volume, 2025 +19.2% 22.6% +18.4% +17.0% +15.2% +7.6% +Others +Our Group +Company E +Company A +Company F +Company G +China Dry Process Battery Separator Market +10.4% +43.1% +17.2% +12.5% +10.8% +6.0% +Others +Company A +Company B +Company C +Our Group +Company D +China Wet Process Battery Separator Market +Source: Annual Reports of Listed Companies, Interviews with industry experts by Frost & Sullivan, Frost & Sullivan +Notes: +1. Established in 1996 and headquartered in Yunnan, Chin a ,C o m p a n yAi sal i s t e dc o mpany which engaged in the +production, processing and sales of new energy mater ials and development of new technologies and new +products, including battery separator. +2. Established in 2010 and headquartered in Hebei, China, Company B is the subsidiary of a listed company which +integrates research and development, production, sa les and service of the wet p rocess battery separator. +3. Established in 2001 and headquartered in Beijing, Ch ina, Company C is a listed c ompany which integrates +research and development, design, product manufacturi ng and sales, and technology and equipment in the field +of special fibre composited and the battery separator in China. +INDUSTRY OVERVIEW +–9 3– + + +--- page 103 --- +4. Established in 2017 and headquartered in Jiangsu, China, Company D is a private company which focus on the +research and development, production, sales and technical services of the battery separator and polymer special +membrane materials. +5. Established in 2011 and headquartered in Henan, China, Company E is a private company which focuses on the +research and development, development, production, and sales of the battery separator. +6. Established in 2012 and headquartered in Shenzhen, China, Company F is a private company which focus on the +research and development, production, sales and tech nical services of the wet-p rocess battery separator. +7. Established in 2015 and headquartered in Shenzhen, China, Company G is the subsidiary of a listed company +which engaged in the production, processing an d sales of the dry-process battery separator. +RAW MATERIAL PRICE ANALYSIS OF GLOBAL AND CHINA BATTERY SEPARATOR +INDUSTRY +The cost of battery separators mainly consists of labour cost, raw material cost, depreciation, +and energy cost. The raw materials of battery separator mainly comprise of polypropylene (PP) and +polyethylene (PE), which accounted for a large portion of raw material cost. +After the pandemic which impacted the produc tion and incoming projects of raw material +manufacturers and the entire raw material supply chain, the prices of raw materials have gradually +increased and remained relatively stable, fueled b y the rapid development of battery and its related +industry. In 2023, the price of PP declined due to rap id capacity expansion from large-scale plants, +combined with moderate demand. In 2025, the p rice of PP and PE has reached RMB7.0 thousand +and 7.5 thousand per tonne, respectively. In 2026, PE prices are expected to slightly decrease as new +capacity comes online according to earlier develop ment plans. Historical fluctuations in PP and PE +prices have had a direct and material impact on the Group’s selling prices. Periods of cost decline, +especially during times of industry-wide overca pacity, have enabled the Group to adjust product +prices more flexibly, providing room to implement r ational price reductions without compromising +profitability. This has strengthened the Group’s ab ility to maintain competitiveness in a challenging +market environment. At the same time, sustained v olatility in raw material prices has led the Group +to adopt a disciplined and forward-looking pricin g strategy, balancing the need to preserve market +share with the objective of supporting long-term st rategic positioning. By aligning pricing with raw +material cost trends and broader industry cycles, the Group has improved resilience and enhanced its +capacity to pursue stable and sustainable growth. +Average Prices of Polypropylene (PP) and Polyethylene (PE) (China), 2020–2026E + + +Thousand RMB/Tonne +0.0 +7.4 +7.8 +8.2 +8.6 +2021 +8.0 +7.6 7.5 +8.6 +8.3 +7.5 7.5 +7.3 +8.18.4 +7.2 +6.8 +2022 2023 2024 2025 +7.0 +6.7 +Polypropylene (PP) Polyethylene (PE) +2026E +8.4 +8.3 +7.0 +8.4 +Source: Wind, Interviews with industry experts by Frost & Sullivan, Frost & Sullivan +INDUSTRY OVERVIEW +–9 4– + + +--- page 104 --- +OVERVIEW +We are subject to a variety of PRC laws, rules and regulations across a number of aspects of +our business. This section sets out a summary of relevant laws and regulations that may have +material impact on our business activities. +REGULATIONS ON PRODUCT QUALITY +In accordance with the Product Quality Law of the PRC ( 《中華人民共和國產品質量法》) +promulgated by the Standing Committee of the National People’s Congress (‘‘ SCNPC ’’) on 22 +February 1993, and most recentl y amended on 29 December 2018, the seller assumes responsibility +for the repair, replacement, or return of the sold product under the following circumstances: (i) the +product lacks the essential properties for its inten ded use without prior clear indication; (ii) the +product does not meet the stated standards disp layed on the product or its packaging; or (iii) the +product does not match the quality as described in the product information or physical sample. In +cases where a consumer incurs losses due to the purchased product, the seller is obligated to +compensate for these losses. Under the Civil Code of the PRC ( 《中華人民共和國民法典》) (the ‘‘Civil +Code ’’), promulgated by the National People’s Congress of the PRC on 28 May 2020, and became +effective on 1 January 2021, manufacturers and comme rcial sellers bear liability for physical injury +or property loss resulting from product def ects. The affected party has the right to seek +compensation from either the manuf acturer or the commercial seller. +The Notice of National Standard of the Pe ople’s Republic of China (No.9, 2018) ( 《中華人民共 +和國國家標準公告（2018 年第9號）》) was jointly announced on 7 June 2018 by State Administration +for Market Regulation and China National Standar disation Management Committee. It includes the +National Standard for Polyole fin Diaphragm of Lithium-io n Batteries (Standard No.: +GB/T36363-2018) ( 《鋰離子電池用聚烯烴隔膜國家標準（標準 +號：GB/T36363-2018 ）》), which was +established by relevant enterprises organise d by the National Standardisation Technical +Committee for Alkaline Batteries plus the China Chemical and Physical Power Industry +Association, after which it was finally settled by the National Standardisation Technical +Committee for Alkaline Batteries (SAC/TC 77). The standard, which specifies terms and +definitions of polyolefin separators for lithium-ion batteries, classification, requirements, test +methods, inspection rules, packa ging marks, transportation and storage, took effects on 1 January +2019. +REGULATIONS ON PRODUCTION SAFETY , ENVIRONMENTAL PROTECTION AND +ENERGY CONSERVATION REVIEW +Production Safety +According to the Production Safety Law of the PRC ( 《中華人民共和國安全生產法》)( t h e +‘‘Production Safety Law ’’), which was last amended by SCNPC on 10 June 2021 and came into effect +on 1 September 2021, entities engaged in producti on and business activities within the PRC shall +comply with the Production Safety Law and other la ws and regulations related to production safety, +strengthen production safety management. Entitie s shall establish and improve a production safety +responsibility system and production safety rul es, improve production safety conditions, and +strengthen the standardisation of production sa fety, raise production safety levels, and ensure +production safety. The person in charge of a production and operation entity shall be fully +responsible for the production safety of the enti ty. Violation of the Production Safety Law may +result in imposition of fines and penalties, suspe nsion of operation, an order to cease operation, +depending on the circumstances of the violatio n, and criminal liability will be pursued if the +violation constitutes a crime. +REGULATORY OVERVIEW +–9 5– + + +--- page 105 --- +Environmental Protection +According to the Environmenta l Protection Law of the PRC ( 《中華人民共和國環境保護法》) +(the ‘‘Environmental Protection Law ’’), which was last amended by the SCNPC on 24 April 2014 and +came into effect on 1 January 2015, any entity tha t discharges or will discharge pollutants in the +course of operation or other activi ties must implement effective environmental protection measures +to control and properly handle hazardous substance s such as waste gas, waste water, waste residues, +dust, malodorous gases, radioactive substances, noise, vibration and electromagnetic radiation +generated in the course of such activities. The State implements a pollutant discharge permit +management system in accordance with the law. +According to the Environmental Impact Assessment Law of the PRC ( 《中華人民共和國環境影 +響評價法》), which was amended by the SCNPC on 29 December 2018 and came into effect on the +same day, the Regulation on the Administration o f Environmental Protection of Construction +Projects (《建設項目環境保護管理條例》), which was amended by the State Council on 16 July 2017 +and came into effect on 1 October 2017, and the Inte rim Measures for Environmental Protection +Acceptance Inspection Upon Completion of Construction Projects ( 《建設項目竣工環境保護驗收暫 +行辦法》), which was promulgated by the former Ministry of Environmental Protection on 20 +November 2017 and came into effect on the same day , the PRC implements a system to assess the +environmental impact of construction proje cts. The construction entity shall submit an +environmental impact report or an environmental impact statement for approval prior to the +commencement of the construction project, or an environmental impact registration form as +required by the environmental protection competen t administrative department of the State Council +for record. In addition, after the completion of a c onstruction project for which an environmental +impact report or an environmental impact statement has been prepared, the construction entity shall, +in accordance with the standards and procedures prescribed by the competent administrative +department of environmental protection under th e State Council, conduct acceptance inspection on +the supporting environmental protection fa cilities and prepare an acceptance report. For +construction projects that are constructed in phases or put into production or used in phases, the +corresponding environmental protection facilitie s shall be inspected and accepted in phases. The +construction projects can only be put into production or use after the completed supporting +environmental protection facilities have passed t he acceptance inspection. Facilities that have not +been carried out or have not passed the acceptance inspection shall not be put into production or +use. +According to the Law of the PRC on Prevention and Control of Environmental Pollution +Caused by Solid Wastes ( 《中華人民共和國固體廢物污染環境防治法》) (the ‘‘Law of Solid Wastes ’’), +which was last amended on 29 April 2020 by the SCNPC and came into effect on 1 September 2020, +any entity or individual that generates, collects, st ores, transports, utilises or disposes of solid waste +shall take measures to prevent or reduce the pollu tion of solid waste to the environment, and shall be +responsible for the environmental pollution caused in accordance with the law. Where hazardous +waste exists in solid waste, it shall be managed i n accordance with hazardous waste management. +According to the Law of the PRC on the Prevention and Control of Water Pollution ( 《中華人 +民共和國水污染防治法》), which was last amended on 27 June 2017 by the SCNPC and came into +effective on 1 January 2018, the enterprises, institutions and other production and operation units +directly or indirectly dischargin g industrial waste water and medic al sewage to water bodies, and the +enterprises, institutions and other production and operation units required to obtain pollutant +discharging permit before discharging waste water and sewage must obtain the pollutant discharging +permit. Furthermore, environmental impact asse ssment must be carried out in accordance with the +law for newly-formed projects and reconstruction, or extensions projects that directly or indirectly +discharge pollutants to water bodies and other installations on water. Water pollution prevention +and control facilities should be designed, constr ucted and put into use at the same time as the main +construction of the projects. +REGULATORY OVERVIEW +–9 6– + + +--- page 106 --- +According to the Law of the PRC on the Prevention and Control of Atmospheric Pollution ( 《中 +華人民共和國大氣污染防治法》), which was last amended by the SCNPC on 26 October 2018 and +took effect on the same day, enterprises, institutions and other production and operation units shall, +in accordance with the relevant national regulat ions and monitoring standards, monitor their +emissions of industrial waste gases or toxic and ha zardous air pollutants listed in the catalogue +published according to Article 78 of the Law of the PRC on the Prevention and Control of +Atmospheric Pollution ( 《中華人民共和國大氣污染防治法》), and keep the original monitoring +records. Enterprises and institutions that emit industrial waste gas or toxic and hazardous air +pollutants listed in the above-mentioned cat alogue, as well as other units that implement +administration of pollution discharge permits in a ccordance with the law, shall obtain a pollutant +discharging permit. In addition, enterprises, institutions and other production and operation units +constructing projects that have an impact on the atmospheric environment shall carry out +environmental impact assessment and make envi ronmental impact assessment documents public in +accordance with the law; the units that emit pollu tants into the atmosphere must comply with the +discharging standard for atmospheric pollutants as well as the requirements on control of the total +discharging amount of key atmospheric pollutants. +According to the Regulations on the Adminis tration of Pollution Discharge Permits ( 《排污許可 +管理條例》) promulgated by the State Council on 24 January 2021 and took effect on 1 March 2021, +enterprises, institutions and other production and operation units subject to administration of +pollution discharge permits shall discharge pollu tants in accordance with the Regulations on the +Administration of Pollution Discharge Permits, and s hall not discharge polluta nts without obtaining +a pollutant discharging permit. Environmental prot ection authorities impose various administrative +penalties, such as fines, order to correct, restriction or suspension of production for rectification, +and order to cease operation, etc., on individuals or enterprises that violate the Regulations on the +Administration of Pollution Discharge Permits. +Energy Conservation Review +According to the Energy Conservation Law of the PRC ( 《中華人民共和國節約能源法》), which +was last amended by the SCNPC on 26 October 2018 and came into effect on the same day, the State +shall implement an energy conservation assessmen ta n da u d i ts y s t e mf o rf i x e da s s e ti n v e s t m e n t +projects. For projects which do not meet the compulsory energy conservation standards, the +developer shall not commence construction; where the construction is completed, the project shall +not be put into production or use. For government investment projects which do not meet the +compulsory energy conservation standards, th e agency in charge of examination and approval +pursuant to the law shall not grant approval for con struction. Detailed measures shall be formulated +by the department regulating energy conservation u nder the State Council jointly with other relevant +State Council departments. +According to the Measures for the Energy Conservation Review of Fixed Asset Investment +Projects (《固定資產投資項目節能審查辦法》) revised by the NDRC on 28 March 2023 and came into +effect on 1 June 2023, the review opinions on energ y conservation of a fixed asset investment project +are an important basis for the commencement of con struction, acceptance upon completion as well +as operation and management of such project. For a government-invested project, the project owner +shall obtain the review opinions on energy conservation issued by the energy conservation review +authority prior to submitting its feasibility study report for the project. For an enterprise-invested +project, the project owner shall obtain the review opinions on energy conservation issued by the +energy conservation review authority prior to t he commencement of construction. For a project +which has not undergone the energy conservation r eview or fails to pass the energy conservation +review, the project owner shall not commence construction, or the project shall not be put into +production or use if it is already completed. +REGULATORY OVERVIEW +–9 7– + + +--- page 107 --- +REGULATIONS ON FIRE SAFETY +According to the Fire Protection Law of the PRC ( 《中華人民共和國消防法》), which was last +amended by the SCNPC on 29 April 2021 and took effect on the same day, the emergency +management department under the State Council and the emergency management department under +the local people’s governments at or above the county level shall supervise and manage fire +protection work. Fire prevention design and cons truction must comply with national technical +standards for fire protectio n in construction projects. +According to the Interim Provisions on the Admi nistration of Fire Protection Design Review +and Acceptance of Construction Projects ( 《建設工程消防設計審查驗收管理暫行規定》)w h i c hw a s +last amended by the Ministry of Housing and Urban-Rural Development of PRC on 21 August 2023 +and officially came into effect on 30 October 2023, fire prevention design review and acceptance +should be carried out for special construction pro jects. With respect to the construction projects +other than special construction projects, the fire protection acceptance of construction projects shall +be filed with the competent authorities. +REGULATIONS ON EXPORTATION OF GOODS +Pursuant to the Foreign Trade Law of the PRC ( 《中華人民共和國對外貿易法》)w h i c hw a s +promulgated by the SCNPC on 12 May 1994 and implemented on 1 July 1994, and subsequently +revised on 6 April 2004, 7 November 2016, and 30 December 2022, foreign traders engaging in +import and export of goods or technology shall sub mit documents and material related to its foreign +trade activities to the relevant departments in acc ordance with the provisions of the foreign trade +department of the State Council or other relevant S tate Council departments in accordance with the +law. +Pursuant to the Customs Law of the PRC ( 《中華人民共和國海關法》) promulgated by the +SCNPC on 22 January 1987 and amended on 8 July 2000, 29 June 2013, 28 December 2013, 7 +November 2016, 4 November 2017 and 29 April 2021, unless otherwise stipulated, the declaration of +import and export goods may be made by consignees and consignors themselves, and such +formalities may also be completed by their entrus ted customs brokers that have registered with the +Customs. The consignees and consignors for import or export of goods and the customs brokers +engaged in customs declaration shall file for record with the Customs in accordance with the laws. +Pursuant to the Administrative Provisions of t he Customs of the PRC on the Filing of Customs +Declaration Entities ( 《中華人民共和國海關報 +關單位備案管理規定》) promulgated by the General +Administration of Customs on 19 November 202 1 and taking effect from 1 January 2022, the +consignees and consignors for imported or exported goods and the customs brokers engaged in +customs declarations shall undergo recordatio n formalities at the relevant administration +department of customs in accordance with the laws. +REGULATIONS ON LEASING +According to the Civil Code, an owner of immovable or movable property is entitled to +possession, use, earnings, and disposal of such property in accordance with the law. Subject to the +consent of the lessor, the lessee may sublease the leased premises to a third party. Where a lessee +subleases the premises, the lease contract between the lessee and the lessor remains valid. The lessor +is entitled to terminate the lease if the lessee suble ases the premises without the consent of the lessor. +In addition, if the ownership of the leased premi ses changes during the lessee’s possession in +accordance with the terms of the lease contract, the validity of the lease contract shall not be +affected. Moreover, pursuant to the Civil Code, if the mortgaged property has been leased and +transferred for occupation prior to the establishment of the mortgage right, the original tenancy +shall not be affected by such mortgage right. +REGULATORY OVERVIEW +–9 8– + + +--- page 108 --- +On 1 December 2010, the Ministry of Housing and U rban-Rural Development promulgated the +Administrative Measures on Leasing of Commodity Housing ( 《商品房屋租賃管理辦法》), which +became effective on 1 February 2011. According t o such measures, the lessor and the lessee are +required to complete property leasing registr ation and filing formalities within 30 days from +execution of the property lease contract with the dev elopment 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 on each lease agreement. +According to the Interpretation of the Supreme People’s Court on Several Issues concerning the +Application of Law in the Trial of Cases about Dis p u t e sO v e rL e a s eC o n t r a c t so nU r b a nB u i l d i n g s +(2020 version) ( 《最高人民法院關於審理城鎮房屋租賃合同糾紛案件具體應用法律若干問題的解釋 +（2020 修正）》), which took effect on 1 January 2021, if the ownership of the leased premises +changes during lessee’s possession in accordance with the terms of the lease contract, and the leasee +requests the assignee to continue to perform the original lease contract, the PRC court shall support +it, except that the mortgage right has been establis hed before the lease of the leased premises and the +ownership changes due to the mortgagee’s realisation of the mortgage right. +REGULATIONS ON INTELLECTUAL PROPERTY +Trademark +According to the Trademark Law of the PRC ( 《中華人民共和國商標法》) promulgated by +SCNPC on 23 August 1982, most recently amende d on 23 April 2019 and effective from 1 November +2019, and the Implementation Regulation of the Trademark Law of the PRC ( 《中華人民共和國商 +標 +法實施條例》) promulgated by the State Council on 3 August 2002, later amended on 29 April 2014 +and effective from 1 May 2014, registered trademarks are granted a term of ten years which may be +renewed for consecutive ten-year periods upon request by the trademark owner. Trademark licence +agreements must be filed with the Trademark Office for record, and the Trademark Law of the PRC +has adopted a ‘‘first-to-file’’ principle with respe ct to trademark registration. Conducts that shall +constitute an infringement of the e xclusive right to use a registered trademark include but not limited +to using a trademark that is identical with or simila r to a registered trademark on the same or similar +goods without the permission of the trademark regist rant, and the infringing party will be ordered to +stop the infringement act immediately and may be imposed a fine. The infringing party may also be +held liable for the right holder’s damages, which w ill be equal to gains obtained by the infringing +party or the losses suffered by the right holder as a re sult of the infringement, including reasonable +expenses incurred by the right holder for stopping the infringement. +Copyright +According to the Copyright Law of the PRC ( 《中華人民共和國著作權法》) promulgated by the +SCNPC, which was latest amended in November 2020, and its related Implementing Regulations, +Chinese citizens, legal persons, or other organisat ions shall, whether published or not, own copyright +in their works, which include, among others, works of literature, art, natural science, social science, +engineering technology and computer software. Co pyright owners of protected works enjoy personal +rights and property rights with respect to publ ication, authorship, a lteration, integrity, +reproduction, distribution, lease, exhibition, performance, projection, broadcasting, dissemination +via information network, production, adaptation, translation, compilation and other rights shall be +enjoyed by the copyright owners. +REGULATORY OVERVIEW +–9 9– + + +--- page 109 --- +Pursuant to the Regulation on Co mputers Software Protection ( 《計算機軟件保護條例》) +promulgated by the State Council on 4 June 199 1 and latest amended on 30 January 2013, and +the Measures for the Registration o f Computer Software Copyright ( 《計算機軟件著作權登記辦法》) +promulgated by the National Copyright Administration on 20 February 2002 and latest amended on +1 July 2004, the National Copyright Administratio n is mainly responsible for the registration and +management of software copyright in China and reco gnises the China Copyright Protection Centre +as the software registration organisation. The C hina Copyright Protection Centre shall grant +certificates of registration to computer softwa re copyright applicants in compliance with the +regulations. +Patent +In accordance with the Patent Law of the PRC ( 《中華人民共和國專利法》), promulgated by the +SCNPC, which was latest amended in October 2020 and became effective on 1 June 2021, and its +Implementation Rule, patent is div ided in to three categories, i.e., invention patent, design patent +and utility model patent. The duration of inventio n patent right, design patent right and utility +model patent right shall be 20 years, 15 years and ten years, respectively, which all calculated from +the date of application. Implementation of a patent without the authorization of the patent holder +shall constitute an infringement of patent rights, and shall be held liable for compensation to the +patent holder and may be imposed a fine, or even subject to criminal liabilities. +Domain Names +The Measures on Administration of Internet Domain Names ( 《互聯網域名管理辦法》)w a s +promulgated by the MIIT in 2017, which adopts ‘‘f irst to file’’ rule to allocate domain names to +applicants, and provide that the MIIT shall super vise the domain names services nationwide and +publicise the PRC domain name system. After completion of the registration procedures, the +applicant will become the holder of the relevant domain name. +REGULATIONS ON EMPLOYMENT AND SOCIAL WELFARE +Employment +The major PRC laws and regulations that gover n employment relationship are the PRC Labour +Law (《中華人民共和國勞動法》), the PRC Labour Contract Law ( +《中華人民共和國勞動合同法》) (the +‘‘Labour Contract Law ’’) and its implementation, which impose stringent requirements on the +e m p l o y e r si nr e l a t i o nt oe n t e r i n gi n t of i x e d - term employment contracts, hiring of temporary +employees and dismissal of employees. +The Labour Contract Law, which became eff ective on 1 January 2008, primarily aims at +regulating rights and obligations of employment relationships, including the establishment, +performance, and termination of labour contracts. Pursuant to the Labour Contract Law, labour +contracts must be executed in writing if labour relationships are to be or have been established +between employers and employees. Employers are pr ohibited from forcing employees to work above +certain time limits and employers must pay employees for overtime work in accordance with national +regulations. In addition, employee wages must not be lower than local standards on minimum wages +and must be paid to employees in a timely manner. +In December 2012, the Labour Contract Law was amended to impose more stringent +requirements on the use of employees of temp agencies, who are known in China as ‘‘dispatched +workers’’. Dispatched workers are entitled to equ al pay with full-time employees for equal work. +Employers are only allowed to use dispatched wo rkers for temporary, auxiliary or substitutive +positions. According to the Interi m Provisions on Labour Dispatch ( 《勞務派遣暫行規定》) +promulgated by the Ministry of Human Resources and Social Security and came into effect on 1 +March 2014, the number of dispatched workers hired by an employer may not exceed 10% of the +total number of its employees. Where rectification is not made within the stipulated period, the +employers may be subject to a penalty ranging from RMB5,000 to RMB10,000 per dispatched +worker exceeding the 10% threshold. +REGULATORY OVERVIEW +–1 0 0– + + +--- page 110 --- +Social Insurance +The PRC Social Insurance Law ( 《中華人民共和國社會保險法》) (the ‘‘Social Insurance Law ’’) +issued by the SCNPC in 2010 and latest amended on 29 December 2018, has established social +insurance systems of basic pension insurance, basic medical insurance, work-related injury +insurance, unemployment insura nce and maternity insurance and has elaborated in detail the legal +obligations and liabilities of employers who fail t o comply with relevant laws and regulations on +social insurance. According to the Social Insurance Law and the Provisional Regulations on +Collection and Payment of Social Insurance Premiums ( 《社會保險費徵繳暫行條例》) promulgated by +the State Council on 22 January 1999 and most r ecently amended on 24 March 2019 and effective +from the same date, enterprises shall register soci al insurance with local social insurance and pay or +withhold relevant social insurance for or on beha lf of its employees. Any employer that fails to make +social insurance contributions may be ordered to rectify the non-compliance and pay the required +contributions within a prescribed time limit and be s ubject to a late fee. If the employer still fails to +rectify the failure to make the relevant contribut ions within the prescribed time, it may be subject to +a fine ranging from one to three times the amount overdue. +The Interpretation II by the Supreme People’ s Court of the PRC on Legal Issues in the Trial of +Labour Dispute Cases ( 最高人民法院關於審理勞動爭議案件適用法律問題的解釋（二）) (the +‘‘Interpretation ’’), promulgated by the Supreme People’s Court of the PRC on 31 July 2025 and +took effect on 1 September 2025, provides further cla rification on the application of existing labour +laws and regulations, particularly in relation to s ocial insurance contributions. Specifically, the +Interpretation clarifies the legal consequences of the following scenarios: (i) any undertakings or +agreements by employees to waive social insurance contributions are invalid; (ii) if an employer fails +to make social insurance contributions and the empl oyee terminates the employment relationship on +such basis, the employee is entitled to economic compensation pursuant to Article 38(3) of the +Labour Contract Law; and (iii) if an employer has m ade supplementary contributions for social +insurance, it may request the return of any overpaid amounts, and the people’s courts shall support +such claims. +Housing Provident Fund +In accordance with the Regulations on the Ad ministration of Housing Provident Funds ( +《住房 +公積金管理條例》) promulgated by the State Council on 3 April 1999, and amended on 24 March +2002, and 24 March 2019, enterprises must register at the designated administrative centres and open +bank accounts for depositing emp loyees’ housing provident funds. Employers and employees are +also required to pay and deposit housing provident funds, with an amount no less than 5% of the +monthly average salary of the employee in the pr eceding year in full and on time. In case of overdue +payment or underpayment by employers, orders f or payment within a specified period will be made +by the housing fund management centre. Where emp loyers fail to make paym e n tw i t h i ns u c hp e r i o d , +enforcement by the people’s court will be applied. +In case of failure to register and open accounts for depositing employees’ housing provident +funds, the housing fund management centre shall order employers to go through the formalities +within a specified period, where employers fail t o do such formalities within the prescribed time, a +fine of not less than RMB10,000 nor mor e than RMB50,000 shall be imposed. +REGULATIONS ON TAX +Enterprise Income Tax +According to the Enterprise Income Tax Law of the PRC ( 《中華人民共和國企業所得稅法》), +which was promulgated by the SCNPC and was latest amended on 29 December 2018, and the +Regulation on the Implementation of the Enterprise Income Tax Law of the PRC ( 《中華人民共和國 +企業所得稅法實施條例》), which was promulgated by the State Council and was latest amended in +December 2024, collectively referred to as the En terprise Income Tax Law , a uniform 25% enterprise +income tax rate is imposed to both foreign investe d enterprises and domestic enterprises, except +REGULATORY OVERVIEW +–1 0 1– + + +--- page 111 --- +where tax incentives are granted to special industri es and projects. The enterprise income tax rate is +reduced to 20% for qualifying small low-profit enterprises. The high-tech enterprises that need full +support from the PRC’s government will enjoy a re duced tax rate of 15% for Enterprise Income Tax. +Value-added Tax +Pursuant to the Value-added Tax Law of the PRC ( 《中華人民共和國增值稅法》), which was +promulgated by the SCNPC on 25 December 2024, and took effect on 1 January 2026, and the +Implementation Rules for the Provisional Regulations the PRC on Value-added Tax ( 《中華人民共和 +國增值稅暫行條例實施細則》), which was promulgated by the Ministry of Finance and was latest +amended on 28 October 2011 and effective from 1 No vember 2011, entities and individuals engaging +in selling goods, providing processing, repairing or replacement services or importing goods within +the territory of the PRC are tax payers of the value-added tax. +According to the Notice of the Ministry of Fin ance and the State Taxation Administration on +the Adjusting Value-added Tax Rates ( 《財政部、稅務總局關於調整增值稅稅率的通知》) effective in +May 2018, the value-added tax rates of 17% and 11% on sales, imported goods shall be adjusted to +16% and 10%, respectively. +According to the Announcement of the Ministry of Finance, the State Taxation Administration +and the General Administration of Customs on Re levant Policies for Deep ening the Value-Added +Tax Reform ( 《財政部、稅務總局、海關總署關於深化增值稅改 +革有關政策的公告》)p r o m u l g a t e do n +20 March 2019 and effective from 1 April 2019, the value-added tax rates of 16% and 10% on sales, +imported goods shall be adjusted to 13% and 9%, respectively. +Dividends Distribution +The principal laws, rules and regulations govern ing dividend distributio ns by foreign invested +enterprises in the PRC are the PRC Company Law, p romulgated in 1993 and latest amended in 2023, +and the Foreign Investment Law and its Implemen ting Regulations. Under these requirements, +foreign-invested enterprises m ay pay dividends only out of their accumulated profit, if any, as +determined in accordance with PRC accounting standards and regulations. A PRC company is +required to allocate at least 10% of their respective a ccumulated after-tax profits each year, if any, to +fund certain capital reserve funds until the aggr egate amount of these rese rve funds have reached +50% of the registered capital of the enterprises. A PRC company is not permitted to distribute any +profits until any losses from prior fiscal years hav e been offset. Profits retained from prior fiscal +years may be distributed together with distributable profits from the current fiscal year. +According to the Civil Procedure Law of the PRC ( 《中華人民共和國民事訴訟法》)w h i c hw a s +promulgated by the National People’s Congress on 9 April 1991 and most recently amended on 1 +September 2023 and became effective on 1 Janu ary 2024, the limitation period for an action to +recover a debt (including the recovery of declare d dividends) is three years. The company must not +exercise its powers to forfeit any unclaimed dividen d in respect of shares until after the expiry of the +applicable limitation period. +Pursuant to the Individual Income Tax Law of the PRC ( 《中華人民共和國個人所得稅法》), +which was most recently amended on 31 August 2018, and the Implementation Provisions of the +Individual Income Tax Law of the PRC ( 《中華人民共和國個人所得稅法實施條例》), which was most +recently amended on 18 December 2018, dividends distributed by PRC enterprises are subject to +individual income tax levied at a flat rate of 20%. For a foreign individual who is not a resident of +the PRC, the receipt of dividends from an enterp rise in the PRC is normally subject to individual +income tax of 20% unless specifically exempted by th e tax authority of the State Council or reduced +by relevant tax treaty. +Pursuant to the Enterprise In come Tax Law of PRC (the ‘‘ EIT Law ’’) and the Regulation on the +Implementation of the Enterprise Income Tax Law of PRC, since 1 January 2008, an enterprise +income tax rate of 10% will normally be applicab le to dividends declared to non-PRC resident +investors which do not have an establishment or place of business in the PRC, or which have such +establishment or place of business but the relevant income is not effectively connected with the +REGULATORY OVERVIEW +–1 0 2– + + +--- page 112 --- +establishment or place of business, to the extent s uch dividends are derived from sources within the +PRC, unless any such non-PRC reside nt investors’ jurisdiction of in corporation has a tax treaty with +China that provides for a preferential withholding arrangement. +Non-resident investors residing i n jurisdictions which have entered into treaties or adjustments +for the avoidance of double taxation with the PRC might be entitled to a reduction of the Chinese +EIT imposed on the dividends received from PRC companies. The PRC currently has entered into +avoidance of double taxation treaties or arrangements with Hong Kong, Macau, and a number of +countries and regions including Australia, Can ada, France, Germany, Japan, Malaysia, the +Netherlands, Singapore, the United Kingdom, t he U.S. and etc. Non-PRC resident enterprises +entitled to preferential tax rates in accordance with the relevant taxation treaties or arrangements are +required to apply to the Chinese tax authorities for a refund of the EIT in excess of the agreed tax +rate, and the refund application is subject to approval by the Chinese tax authorities. +REGULATIONS ON FOREIGN INVESTMENT +The Company Law of the PRC ( 《中華人民共和國公司法》), promulgated by the SCNPC of the +PRC (the ‘‘SCNPC ’’) on 29 December 1993, last amended on 29 December 2023 and came into effect +on 1 July 2024, governs the establishment, operation and management of companies in the PRC, +including foreign-invested companies. Unless for eign investment laws prov ide otherwise, foreign +invested companies shall abide by the PRC Company Law. +Pursuant to the Foreign Investment Law of the PRC ( 《中華人民共和國外商投資法》), the +Regulation for Implementing the Fo reign Investment Law of the PRC ( 《中華人民共和國外商投資法 +實施條例》) and Measures on Reporting of Foreign Investment Information ( 《外商投資信息報告辦 +法》), which became effective on 1 January 2020, the S tate Council establishes a foreign investment +information report system. Foreig n investors or foreign-funded ente rprises shall submit investment +information to the competent department for commerce concerned through the enterprise +registration system and the enterprise credit info rmation publicity system. The contents and scope +of foreign investment information report shall be determined under the principle of necessity; it is +not allowed to require the submission again of any investment information that can be obtained by +interdepartmental information sh aring. For foreign investment en terprises investing in China and +establishing an enterprise (inclu ding multi-level investment), upon completion of registration filing +and submission of annual report information to the market regulatory authorities, the relevant +information shall be forwarded by the market regula tory authorities to the commerce administrative +authorities, and these enterprises a re not required to submit separately. +Foreign investment in the PRC is subject to the Catalogue of Industries for Encouraging +Foreign Investment (2022 edition) ( 《鼓勵外商投資產業目錄（2022 年版）》) (the ‘‘ Catalogue ’’)), +amended on 26 October 2022 and effective since 1 January 2023 and the Special Administrative +Measures for Foreign Investment Access (Negative List) (2024 edition) ( 《外商投資准入特別管理措施 +（負面清單）（2024 年版）》) (the ‘‘Negative List ’’)), amended on 6 September 2024 and effective since 1 +November 2024, both of which issued by the Nat ional Development and Reform Commission (the +‘‘NDRC ’’) and the Ministry of Commerce of the PRC (the ‘‘ MOFCOM ’’). According to the Negative +List, foreign investors shall not make investmen ts in prohibited industries as specified in the +Negative List, while foreign inves tments must satisfy certain condit ions stipulated in the Negative +List for investment in restricted industries. Indu stries not listed in the Negative List are generally +deemed ‘‘permitted’’ for foreign investments. +According to the Measures for the Security Review of Foreign Investment ( 《外商投資安全審查 +辦法》) promulgated by the NDRC and the MOFCOM on 19 December 2020 and became effective on +18 January 2021, any foreign investment that has or possibly has an impact on state security shall be +subject to security review in accordance with the provisions hereof. A foreign investor or a party +concerned in China shall take the initiative to make a declaration to the working mechanism office +prior to making the investment in any important infr astructure, important tr ansportation services +and other important fields that concern state secu rity while obtaining the actual control over the +enterprises invested in. +REGULATORY OVERVIEW +–1 0 3– + + +--- page 113 --- +REGULATIONS ON FOREIGN EXCHANGE +Regulations relating to Foreign Currency Exchange +The principal regulations governing foreign currency exchange in China are the Foreign +Exchange Administration Regulations of the PRC ( 《中華人民共和國外匯管理條例》), most recently +amended in August 2008. Under the PRC foreign exchange regulations, payments of current account +items, such as profit distributions, interest paym ents and trade and service-related foreign exchange +transactions, can be made in foreign curre ncies without prior approval from the State +Administration of Foreign Exchange, or SAFE, by complying with certain procedural +requirements. By contrast, approval from or registration with appropriate government authorities +is required where Renminbi is to be converted into f oreign currency and remitted out of China to pay +capital account items, such as direct investments, r epayment of foreign currency-denominated loans, +repatriation of investments and investments in securities outside of China. +T h eS A F Ei s s u e dt h eC i r c u l a ro nR e f o r m i n go fthe Management Method of the Settlement of +Foreign Currency Capital of Fo reign-Invested Enterprises ( 《國家外匯管理局關於改革外商投資企業 +外匯資本金結匯管理方式的通知》) (the ‘‘ SAFE Circular 19 ’’) on 30 March 2015, and it became +effective on 1 June 2015, which was partially repealed on 30 December 2019, and latest amended on +23 March 2023. The SAFE Circular 19 expands a pilot reform of the administration of the settlement +of the foreign exchange capitals of foreign-inve sted enterprises nationw ide. In June 2016, SAFE +further promulgated the Notice of the State Admin istration of Foreign Exchange on Reforming and +Standardising the Foreign Exchange Settlem ent Management Policy of Capital Account ( 《國家外匯 +管理局關於改革和規範資本項目結匯管理政策 +的通知》) (the ‘‘ SAFE Circular 16 ’’), which was +amended on 4 December 2023, among other things, amends certain provisions of SAFE Circular +19. Pursuant to SAFE Circular 19 and SAFE Circular 16, the flow and use of the Renminbi capital +converted from foreign currency denominated regi stered capital of a foreign-invested company is +regulated such that Renminbi capital may not be used for business beyond its business scope or to +provide loans to persons other than affiliates unles s otherwise permitted under its business scope. +In October 2019, SAFE issued the Circular of Fur ther Facilitating Cross-border Trade and +Investment (《國家外匯管理局關於進一步促進跨境貿易投資便利化的通知》) ,w h i c hw a sa m e n d e do n +4 December 2023, or SAFE Circular 28, which cancels the restrictions on domestic equity +investments by capital fund of non-investme nt foreign invested enterprises and allows +non-investment foreign invested enterprises to use their capital funds to lawfully make equity +investments in China, provided that such investmen ts do not violate the Negative List and the target +investment projects are genuine and in complia nce with laws. According to the Circular on +Optimising Administration of Foreign Exchange to Support the Development of Foreign-related +Business (《國家外匯管理局關於優化外匯管理支持涉外業務發展的通知》), or SAFE Circular 8, issued +by SAFE in April 2020, under the prerequisite of ensuring true and compliant use of funds and +compliance with the prevailing administrative provi sions on use of income under the capital account, +eligible enterprises are allowed to make domesti c payments by using their capital funds, foreign +credits and the income under capital accounts of overseas listing, without prior provision of the +evidentiary materials concerning authenticity to the bank for each transaction. The handling banks +shall conduct spot checks afterwards in accordance with the relevant requirements. The +interpretation and implementation in practic e of SAFE Circular 28 and SAFE Circular 8 are still +subject to substantial uncertainties gi ven they are newly issued regulations. +Regulations relating to Stock Incentive Plans +Pursuant to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic +Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company ( 《國 +家外匯管 +理局關於境內個人參與境外上市公司股權激勵計劃外匯管理有關問題的通知》) (the ‘‘ SAFE Circular +7’ ’), promulgated by SAFE in February 2012, emplo yees, directors, supervisors, and other senior +management participating in any share incentive plan of an overseas publicly-listed company who +are PRC citizens or who are non-PRC citizens residing in China for a continuous period of not less +REGULATORY OVERVIEW +–1 0 4– + + +--- page 114 --- +than one year, subject to a few exceptions, are required to register with SAFE through a domestic +agency. Moreover, an overseas-entrusted inst i t u t i o nm u s tb er e t a i n e dt oh a n d l em a t t e r si n +connection with the exercise or sale of stock options and the purchase or sale of shares and interests. +The income of foreign exchange PRC residents by selling out the shares according to the equity +incentive plan and the dividend distributed by the o verseas-listed company shall be distributed to the +PRC residents after being remitted to the bank acco unt in China opened by the domestic institutions. +REGULATIONS ON SECURITIES AND OVERSEAS LISTINGS +Securities Laws and Regulations +The Securities Law of the PRC ( 《中華人民共和國證券法》), which was promulgated by the +SCNPC on 29 December 1998, and was latest amended on 28 December 2019 and took effect on 1 +March 2020, comprehensively regulating activiti es in the PRC securities market including issuance +and trading of securities, takeovers by listed companies, securities exchanges, securities companies +and the duties and responsibilities of securities r egulatory authorities, etc. The Securities Law +further regulates that a domestic enterprise issuing s ecurities overseas directly or indirectly or listing +their securities overseas shall comply with the relevant provisions of the State Council and for +subscription and trading of shares of domestic compa nies using foreign currencies, detailed measures +shall be stipulated by the State Council separately . The CSRC is the securities regulatory body set up +by the State Council to supervise and administer the securities ma rket according to law, maintain +order in the market, and ensure the market opera tes in a lawful manner. Currently, the issue and +trading of H shares are principally governed by the regulations and rules promulgated by the State +Council and the CSRC. +Overseas Listings +On 17 February 2023, the CSRC released several regulations regarding the management of +filings for overseas offerings and listings by domes tic companies, including the Overseas Listing +Trial Measures together with five supporting gui delines (together with the Overseas Listing Trial +Measures, collectively referred to as the ‘‘ Overseas Listing Regulations ’’). Under Overseas Listing +Regulations, PRC domestic companies that seek to offer and list securities in overseas markets, +either in direct or indirect means, are required to file the required documents with the CSRC within +three working days after its applicat ion for overseas listing is submitted. +The Overseas Listing Regulations provides that no overseas offering and listing shall be made +under any of the following circumstances: (i) suc h securities offering and listing is explicitly +prohibited by provisions in laws, administrative reg ulations and relevant state rules; (ii) 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) the domestic company +intending to make the secu rities offering and listing, or its co ntrolling shareholders and the actual +controller, have committed crimes s uch as corruption, bribery, embezzlement, misappropriation of +property or undermining the order of the socialist market economy during the latest three years; (iv) +the domestic company intending to make the secu rities offering and listing is suspected of +committing crimes or major violations of laws and reg ulations, and is under investigation according +to law and no conclusion has yet been made thereof; or (v) there are material ownership disputes +over equity held by the domestic company’s contro lling shareholder or by other shareholders that +are controlled by the controlling shareholder and/ or actual controller. Addi tionally, the Overseas +Listing Regulations stipulates that after an issuer has offering and listing securities in an overseas +market, the issuer shall submit a report to the CSRC within three working days after the occurrence +and public disclosure of (i) a change of control there of, (ii) investigations of or sanctions imposed on +the issuer by overseas securities regulators or rele vant competent authorities, (iii) changes of listing +status or transfers of listing segment, and (iv) a vo luntary or mandatory delisting. Overseas offering +and listing by domestic companies shall be ma de in strict compliance with relevant laws, +administrative regulations and rules concerning na tional security in sphere s of foreign investment, +cybersecurity, data security and etc., and duly fulf il their obligations to protect national security. +REGULATORY OVERVIEW +–1 0 5– + + +--- page 115 --- +On 24 February 2023, the CSRC and three other relevant government authorities jointly +promulgated the Provisions on Strengthening the Confidentiality and Archives Administration +Related to the Overseas Securities Offeri ng and Listing by Domestic Enterprises ( 《關於加强境內企業 +境外發行證券和上市相關保密和檔案管理工作的規定》) (the ‘‘Provision on Confidentiality ’’). Pursuant +to the Provision on Confidentiality, where a domest ic enterprise provides or publicly discloses any +document or material that involving state secr ets and working secrets of state agencies to the +relevant securities companies, secu rities service institutions, over seas regulatory authorities and +other entities and individuals, it shall report to t he competent department with the examination and +approval authority for approval in accord ance with the law, and submit to the secrecy +administration department of the same level for filing. The working papers formed within the +territory of the PRC by the securities companie s and securities service agencies that provide +corresponding services for the ov erseas issuance and listing of do mestic enterprises shall be kept +within the territory of the PRC, and cross-bord er transfer shall go through the examination and +approval formalities in accordance with the relevant provisions of the State. +REGULATORY OVERVIEW +–1 0 6– + + +--- page 116 --- +OVERVIEW +Leveraging with his educational background in power engineering, our Company, then known +as Shenzhen Fu Yi Da Electronics Technology Co. Ltd. ( 深圳市富易達電子科技有限公司), was +founded by Prof. Chen in September 2003, dedicated to becoming a domestic pioneer in R&D and +production of lithium-ion battery separators. At the inception of the Company, it engaged in the +import and export trade of various electronic products and electronic materials through +well-established business relationships with majo r Japanese corporations, acted as a distributor +for lithium-ion battery separator products in t he domestic market, and commenced early-stage +research and development work related to separat ors. Our Company was converted into a joint stock +company in 2008 and changed its name to Shenzhen Senior Technology Material Co., Ltd. ( 深圳市星 +源材質科技股份有限公司). We became listed on ChiNext of the Shenzhen Stock Exchange in +December 2016 under the stock code 300568 and on SIX Swiss Exchange in December 2023 under +the stock symbol SENIOR. With over 20 years of experience in the R&D and manufacturing of +battery separator materials, our Company has become a competitive supplier and technology +innovator in the global lithium-ion battery sepa rator market. According to Frost & Sullivan, our +lithium-ion battery separator shipment volum e ranked second globally for the last six years +consecutively, with our global market share increasing from 11.0% in 2020 to 11.6% in 2025. +KEY CORPORATE AND BUSINESS DEVELOPMENT MILESTONES +The following table sets forth our various key c orporate and business de velopment milestones. +Year Event +2003 . Our Company was incorporated and we commenced the sales and R&D +of lithium-ion battery separators. +2008 . Our first dry process production lin e that specialises in the uniaxial +stretching process was established and commenced operation in +Shenzhen, China. +2010 . Our southern China manufacturing base in Shenzhen, China was built, +where our new dry process separators production line was established +and commenced operation. +2013 . We expanded our business of lithium-ion battery separator into South +Korea, the first of our overseas markets. +2015 . The third generation of dry process separator production line +commenced operation with improved performance stability. +2016 . We were listed on ChiNext of Shenzhen Stock Exchange under the +stock code 300568. +. Our production line for nanocompos ite separators was established and +commenced operation in Shenzhen, China. +. We established Hefei Senior. +2017 . We established Changzhou Senior. +2018 . We established Jiangsu Senior. +HISTORY AND CORPORATE STRUCTURE +–1 0 7– + + +--- page 117 --- +Year Event +2021 . We expanded our business of lithium-ion battery separator into Europe +and established Europe Senior. +. We established Nantong Senior. +2023 . We established Foshan Senior. +. We were listed on the SIX Swiss Exchange under the stock symbol +SENIOR. +2024 . We started the construction of our US manufacturing base in the U.S. +and Malaysia manufacturing bas e in North Carolina, the U.S. and +Penang, Malaysia, respectively. +PRINCIPAL SUBSIDIARIES AND OPERATING ENTITIES +As at the Latest Practicable Date, we had seven pri ncipal subsidiaries, being our subsidiaries +which were (i) material to our performance during the Track Record Period ; and/or (ii) important +for our future development and business operations (the ‘‘ Principal Subsidiaries ’’). Set forth below is +a table summarising the key information of our Pr incipal Subsidiaries during the Track Record +Period and as at the Latest Practicable Date. +Name of subsidiary Registered Capital +Equity +interest +attributable +to our Group +Place of +incorporation/ +establishment +Date of +incorporation/ +establishment Principal business activities +Hefei Senior +(1) RMB650,000,000 41.54% China 5 January 2016 Manufacturing +Changzhou Senior RMB300,000,000 100% China 5 April 2017 Manufacturing +Jiangsu Senior RMB300,000,000 100% Ch ina 12 March 2018 Manufacturing +Nantong Senior RMB1,000,000,000 100% China 18 June 2021 Manufacturing +Europe Senior SEK25,000 100% Sweden 21 December 2021 Investment holding +Singapore Senior SGD2,500,000 100% Singa pore 2 June 2022 Raw material procurement +and sales +Foshan Senior RMB1,000,000,000 60% Ch ina 15 February 2023 Manufacturing +Innovay New +Material +Technology +(Malaysia) Co., +Ltd +RM1,422,327,491 100% Malaysia 18 August 2024 Manufacturing and sales +Green New Energy +Materials, Inc. +USD10,000 100% US 27 November 2023 Manufacturing +Note: +(1) The other shareholders of Hefei Senior are Hefei Ur ban Construction Investment and Holding Co., Ltd. ( 合肥城 +建投資控股有限公司)( ‘ ‘Hefei Construction ’’) and Hefei Guoxuan High-tech Power Energy Co., Ltd. ( 合肥國軒高 +科動力能源有限公司)( ‘ ‘Hefei Guoxuan ’’), holding, respectively, approximately 30.77% and 27.69% of the share +capital of Hefei Senior. Based on the articles of association and the shareholders agreement of Hefei Senior, its +board of directors shall consist of fiv e members, among which our Company shall have the right to appoint three; +further, Hefei Construction shall be entitled to an annual return of 1.29% of its investment in Hefei Senior, and +any remaining distributable profits of Hefei Senior shall be allocated to our Company as to 60% and Hefei +Guoxuan as to 40%, respectively. +HISTORY AND CORPORATE STRUCTURE +–1 0 8– + + +--- page 118 --- +MAJOR CHANGES OF OUR COMPANY +Incorporation of our Company and Conversion into a Joint Stock Company +Our Company, then known as Shenzhen Fu Yi Da Electronics Technology Co. Ltd. ( 深圳市富 +易達電子科技有限公司), was incorporated in September 2003 and was converted into a joint stock +company and changed its name to Shenzhen Senior Technology Material Co., Ltd. ( 深圳市星源材質 +科技股份有限公司) in September 2008. Upon completion of the conversion, our Company had a +total share capital of RMB75,000,000 divided into 75,000,000 Shares. The shareholding structure of +our Company immediately upon completio n of the conversion was as follows: +Name of Shareholders +Number of +Shares Held +Percentage of +Shareholding +Prof. Chen 33,428,550 44.57% +Shenzhen Oriental Fortun e Venture Capital (Limited +Partnership) ( 深圳市東方富海創業投資企業（有限合夥）) 6,249,975 8.33% +Chen Liang ( 陳良) 5,361,675 7.15% +Shenzhen Xiaoyang Science & Technology Investment +Co., Ltd. ( 深圳市曉揚科技投資有限公司) 4,464,300 5.95% +Sichuan Zhongcheng Management Consulting +Co., Ltd. ( 四川中誠管理諮詢有限公司) 3,857,175 5.14% +Shenzhen Chuangdongfang Growth Investment +Enterprise (Limited Partnership) ( 深圳市創東方成長投 +資企業（有限合夥）) 3,571,425 4.76% +Yan Aixi ( 顏愛喜) 2,185,725 2.91% +Zhou Zhihua ( 周志華) 2,185,725 2.91% +Shenzhen Xinyu Industrial Co., Ltd. +(深圳市信宇實業有限公司) 1,821,450 2.43% +Other Shareholders (1) 11,874,000 15.83% +Total 75,000,000 100% +Note: +(1) Other Shareholders represent 41 Shareholders at the time of our conversion into a joint stock company, each of +whom/which held no more than 2% of our Shares. +Between 2009 and 2011, our Company underwent a series of capital increases. Upon +completion of such capital increases, our Company had a total share capital of RMB90,000,000 +divided into 90,000,000 Shares. +HISTORY AND CORPORATE STRUCTURE +–1 0 9– + + +--- page 119 --- +Listing on ChiNext of the Shenzhen Stock Exchange +In December 2016, our Company was listed on ChiNext of the Shenzhen Stock Exchange under +the stock code 300568. In connection with the listing , we completed an initial public offering of our +A Shares (the ‘‘ A Share Offering ’’), pursuant to which our total share capital increased from +RMB90,000,000 to RMB120,000,000. The sharehol ding structure of our Company immediately after +A Share Offering was as follows: +Name of Shareholders +Number of +A Shares Held +Percentage of +Shareholding +Prof. Chen 31,442,825 26.20% +Shenzhen Oriental Fortun e Venture Capital (Limited +Partnership) ( 深圳市東方富海創業投資企業（有限合夥）) 6,796,850 5.66% +Chen Liang ( 陳良) 6,288,525 5.24% +Lhasa Changyuan Yingjia Investment Co., Ltd. ( 拉薩市長 +園盈佳投資有限公司) 5,685,725 4.74% +Shenzhen Xiaoyang Science & Technology Investment +Co., Ltd. ( 深圳市曉揚科技投資有限公司) 4,854,925 4.05% +Shenzhen Chuangdongfang Growth Investment +Enterprise (Limited Partnership) ( 深圳市創東方成長投 +資企業（有限合夥）) 3,883,925 3.24% +Sichuan Zhongcheng Management Consulting +Co., Ltd. ( 四川中誠管理諮詢有限公司) 3,857,175 3.21% +Shenzhen Suyuan Investment Enterprise +(Limited Partnership) ( 深圳市速源投資企業 +（有限合夥）) 3,634,650 3.03% +Shenzhen Suyuan Holdings Group Co., Ltd +(深圳市速源控股集團有限公司) 3,500,000 2.92% +Shenzhen Huashang Dingsheng Equity Investment +Partnership (Limited Partnership) ( 深圳市華商鼎盛股權 +投資合夥企業（有限合夥）) 2,500,000 2.08% +Other A Shareholders (1) 47,555,400 39.63% +Total 120,000,000 100% +Note: +(1) Each of other A Shareholders held no more than 2% of our A Shares. +From 2017 to 2023, our Company underwent a serie s of capital changes, including the issue of +38,400,000 A Shares and 125,673,249 A Shares to specific entities on 20 August 2019 and 29 July +2022, respectively. Upon completion of such capital changes, our Company had a total share capital +of RMB1,281,682,969 divided into 1,281,682,969 A Shares. +L i s t i n go nS I XS w i s sE x c h a n g e +In December 2023, our Company was listed on S IX Swiss Exchange under the stock symbol +SENIOR. In connection with the listing, we com pleted a public offering of 12,684,800 GDRs, +representing interests in a total of 63,424,000 A Shares (the ‘‘ GDR Offering ’’). Upon the completion +of the GDR Offering, our total share capi tal increased from RMB1,281,682,969 to +RMB1,345,106,969. +HISTORY AND CORPORATE STRUCTURE +–1 1 0– + + +--- page 120 --- +Share Cancellations +Between 9 November 2023 and 21 May 2025, the Board and the Shareholders (as the case may +be) approved the cancellation of 3,271,967 Restr icted Stocks that had been granted under the 2022 +Share Incentive Plan but had not yet been vested. A fter the completion of the share cancellations and +a series of capital changes from 2024 up to the Latest Practicable Date, our Company had a total +share capital of RMB1,345,710,639 divided into 1,345,710,639 A Shares. +MAJOR ACQUISITIONS AND DISPOSALS +During the Track Record Period and up to the Latest Practicable Date, we had not conducted +any acquisitions, disposals or mergers that we cons ider material to us and would require disclosure +under Rule 4.05A of the Listing Rules. +OUR LISTING ON THE SHENZHEN STOCK EXCHANGE AND SIX SWISS EXCHANGE AND +REASONS FOR THE LISTING ON THE STOCK EXCHANGE +Our Company has been listed on ChiNext of the Shenzhen Stock Exchange and the SIX Swiss +Exchange since 2016 and 2023, respectively. We seek to be listed on the Hong Kong Stock Exchange +in order to further advance our global strategic lay out, establish an international capital operation +platform, and enhance our comprehens ive competitiveness. please see ‘‘ Business — Our Growth +Strategies ’’ and ‘‘Future Plans and Use of Proceeds ’’ for more details. +Our Directors confirmed that d u r i n gt h eT r a c kR e c o r dP e r i o da n du pt ot h eL a t e s tP r a c t i c a b l e +Date, we had complied with the rules of the Shenzhen Stock Exchange and SIX Swiss Exchange and +other applicable securities laws and regulations of the PRC and Switzerland in any material respects, +and, to the best knowledge of our Directors having made all reasonable enquiries, there was no +material matter that should be brought to the inve stors’ attention in relation to our compliance +record on the Shenzhen Stock Exchange and SIX Swiss Exchange. Based on the independent due +diligence conducted by t he Sole Sponsor, nothing has come to the Sole Sponsor’s attention that +would cause it to disagree with our Directors’ con firmation with regard to the compliance records of +the Company on the Shenzhen Stock Exchange and SIX Swiss Exchange. As confirmed by our PRC +legal adviser, based on the public filings on the w ebsite of the Shenzhen Stock Exchange and other +information in the public domain, save as otherw ise disclosed, the Company has complied with +applicable securities laws and regulations of the P RC in relation to its listing on the Shenzhen Stock +Exchange in all material respects for the Track Record Period and up to the Latest Practicable Date. +As confirmed by our Swiss legal adviser, based on the confirmation from the SIX Swiss Exchange, +since its listing on the SIX Swiss Exchange and up to the Latest Practicable Date, the Company has +not been subject to any sanctions by SIX Exchange Regulation AG for violations of Swiss stock +exchange regulations. +PUBLIC FLOAT AND FREE FLOAT +Satisfaction of the Public Float Requirement +Rule 19A.13A(2) of the Listing Rules provides that, where a new applicant is a PRC issuer with +other listed shares at the time of listing, this will normally mean that the portion of H shares for +which listing is sought that are held by the public , at the time of listing, must (a) represent at least +10% of the issuer’s total number of issued shares in the class to which H shares belong (excluding +treasury shares); or (b) have an expected market value of not less than HK$3,000,000,000. +Our A Shares are listed on the Shenzhen Stock Exchange. The total number of the H Shares to +be issued pursuant to the Global Offering represents 10.13% of the total issued share capital of our +Company (excluding treasury shares), which sati sfy the requirements under Rule 19A.13A(2)(a) of +the Listing Rules. +HISTORY AND CORPORATE STRUCTURE +–1 1 1– + + +--- page 121 --- +Satisfaction of the Free Float Requirement +Rule 19A.13C of the Listing Rules provides t hat, where a new applicant is a PRC issuer with +other listed shares at the time of listing, this will normally mean that the portion of H shares for +which listing is sought that are held by the public an d not subject to any disposal restrictions whether +under contract, the Listing Rules, applicable la ws or otherwise, at the time of listing, must: (a) +represent at least 5% of the total number of issued shares in the class to which H shares belong at the +time of listing (excluding treasury shares), with an expected market value at the time of listing of not +less than HK$50,000,000; or (b) have an expected market value at the time of listing of not less than +HK$600,000,000. +The Company is expected to satisfy the free float requirement under Rule 19A.13C of the +Listing Rules. +CORPORATE STRUCTURE +Corporate structure immediately before the Global Offering +The following simplified diagram illustrates the corporate and shareholding structure of our +Group, immediately prior to the completion of the Global Offering. +Prof. Chen(1) Ms. Chen(1) +Other A Shareholders +Our Company(2) +87.305%0.026%12.669% +Jiangsu Senior +100.00% 100.00% +Changzhou Senior +100.00% +Nantong Senior +100.00% +Singapore Senior +100.00% +Europe Senior +60.00% +Foshan Senior(3) +41.54% +Hefei Senior(4) Other subsidiaries +Other subsidiariesOther subsidiaries +Notes: +(1) Prof. Chen and Ms. Chen form the Single Largest Shareh olders of our Company. Please see ‘‘Relationship with +Our Single Largest Shareholders’’ for details. +(2) As at the Latest Practicable Date, we had 24 subsidiar ies, including our Principal Subsidiaries and other +subsidiaries incorporated in various jurisdictions. +(3) As at the Latest Practicable Date, the remaining 40% interests in Fosh an Senior were held by Foshan Lanhai +Huizhi Investment Management Co., Ltd. ( 佛山市瀾海匯智投資管理有限公司) ,w h i c hi si nt u r nh e l db yF o s h a n +Nanhai Industrial Development Investment Management Co., Ltd. ( 佛山市南海產業發展投資管理有限公司), a +state-owned enterprise and an independent third party of the Company, as to 80%. +(4) As at the Latest Practicable Date, the remaining inte rests in Hefei Senior were held by Hefei Construction, a +s t a t e - o w n e de n t e r p r i s e ,a n dH e f e iG u o x u a na st o3 0 .77% and 27.69%, respectively. Based on the articles of +association and the shareholders agre ement of Hefei Senior, its board of directors shall consist of five members, +among which our Company shall have the right to appoint three; further, Hefei Construction shall be entitled to +an annual return of 1.29% of its investment in Hefei Seni or, and any remaining distributable profits of Hefei +Senior shall be allocated to our Company as to 60% and Hefei Guoxuan as to 40%, respectively. Hefei Guoxuan +is a wholly owned subsidiary of Gotion High-tech. +HISTORY AND CORPORATE STRUCTURE +–1 1 2– + + +--- page 122 --- +Corporate structure immediately following the Global Offering +The following simplified diagram illustrates the corporate and shareholding structure of our +Group immediately following the completion of the Global Offering. +Jiangsu Senior +100.00% 100.00% +Changzhou Senior +100.00% +Nantong Senior +100.00% +Singapore Senior +100.00% +Europe Senior +60.00% +Foshan Senior(3) +41.54% +Hefei Senior(4) Other subsidiaries +Prof. Chen(1) Ms. Chen(1) +Other H ShareholdersOther A Shareholders +Our Company(2) +10.000%11.402% 0.023% 78.575% +Other subsidiariesOther subsidiaries +Notes: +(1)–(4): Please see the respective notes under ‘‘ — Corporate Structure — Corporate structure immediately before the +Global Offering ’’ of this section. +HISTORY AND CORPORATE STRUCTURE +–1 1 3– + + +--- page 123 --- +OVERVIEW +We are a competitive lithium-ion battery separator manufacturer. We were founded in 2003 +and accumulated more than 20 years of industry expe rience in research and development, production +and sales of lithium-ion battery separators. Accord ing to Frost & Sullivan, we are the first Chinese +c o m p a n yt om a s t e rt h ed r yp r o c e s su niaxial stretching technology fo r lithium-ion battery separators, +ranking first globally in terms of market share in dry process separators ma rket by shipment volume +in 2025. We are also the first lithium-ion battery separator manufacturer to achieve mass export, +which refers to the continuous and stable supply of substantial volumes of lithium-ion battery +separator products that consistently meet the prod uction requirements of major overseas customers. +of lithium-ion battery separators, as well as the first and one of the few enterprises in Chinese +Mainland with capabilities in all three types of lithium-ion battery separator production +technologies, namely dry process, wet p rocess and coated process separators. +As an early entrant in the lithium-ion battery sector, we have established ourselves as a +established supplier within the global lithium-ion battery separator market. Our unique position as +one of the few companies with independent equipme nt research and design cap abilities, together with +our proprietary microporosity forming technology, has enabled us to build competitive battery +separator production lines. We excel in many key p erformance indicators for battery separators, +including thickness, porosity, thermal shrinkage, breathability and puncture strength. Utilising our +technological expertise and commitment to qualit y, we serve world-leading lithium-ion battery +manufacturers such as LG Energy Solution, Samsung SDI, AESC, Murata, SK On, SAFT, CATL, +BYD, Gotion High-tech, CALB, EVE Energy and Sunwoda. According to Frost & Sullivan, our +lithium-ion battery separator shipment volum e ranked second globally for the last six years +consecutively, with our global market share increasing from 11.0% in 2020 to 11.6% in 2025. +We have developed a clear plan for a comprehen sive network encompassing production, R&D +and customer engagement. Currently, we have established five manufacturing bases within the PRC. +Our overseas manufacturing bases in Europe, Southeast Asia and the U.S. are under construction, +demonstrating our commitment to a g lobal footprint. In terms of in novation, we have established +R&D centres in the PRC, Japan and Sweden. Our expanding network supports a broad customer +base, including more than 100 leading lithium- ion battery manufacturers worldwide. We have +established stable relationships with all the world’s top ten lithium-ion battery manufacturers in +2025 and are one of the few battery separator com panies that supply to all of the world’s top ten +lithium-ion battery manufacturers according to Frost & Sullivan. +We are committed to advancing industrial upgrades through the application of cutting-edge +technologies, not only in the lithium-ion battery separator industry but also membranes in other +fields. Building on our extensive expertise in lit hium-ion battery separators and guided by our core +strategy of ‘‘in-depth technology + diverse ap plications,’’ we have developed a portfolio of +solid-state electrolyte membranes and other functional membranes that spans various scenarios. +Through our advanced technologies in functional membranes, we aim to provide reliable material +solutions for relevant high-value industries , including green energy and semiconductors. +BUSINESS +–1 1 4– + + +--- page 124 --- +Below is an overview of our achievements. +Global Market Share +11.6% +Market share in 2025 in terms of total shipment +volume +Wet Process Ranked Fourth +Wet process separators market share ranked fourth in +2025 by shipment volume +Dry Process Ranked First +Dry process separators market share ranked first in +2025 by shipment volume +Over 2 billion m2 as of 31 December +2025 +Designed overseas annual production capacity +8 manufacturing bases +Changzhou, Jiangsu, Hefei, +Nantong, Foshan +(the above in operation) +the U.S., Malaysia, Sweden +(the above under construction) +Designed Production Capacity +R&D +First in Chinese Mainland(1) +Capabilities in dry, wet and coated process separators +manufacturing technologies +4 global R&D centres +Japan, Sweden, Shenzhen, Nantong +Among the few in the industry(1) +With self-designed equipment +Manufacturing +100+ +Lithium-ion battery customers globally +Top 10 +Global lithium-ion battery manufacturers have built +stable relationship with us +Customer +Note: +(1) In 2025, according to Frost & Sullivan. +Our Industry Opportunities +Extensive market demand has created ample opportunities for our business as the global energy +landscape rapidly shifts toward low-carbon, clean and efficient sources driven by new energy +reforms. This transition is fuelli ng significant growth in sectors that depend on lithium-ion batteries, +particularly electric vehicles (EVs), energy storage and consumer electronics .F u r t h e r m o r e ,e m e r g i n g +fields such as artificial intelligence (AI), roboti cs, low-altitude economy, aerospace and smart +wearables have presented increa singly sophisticated and specia lised demands, driving further +innovation in lithium-ion battery technology and i ts critical components, such as separators. As a +result, the market for lithium-ion battery separato rs, essential materials within these batteries, is +closely tied to advances in new energy applicat ions. According to Frost & Sullivan, the global +lithium-ion battery market is projected to reach a shipment volume of 6,572.1 GWh by 2030. +Demand for batteries in the EV sector is expecte d to rise from 1,495.0 GWh in 2025 to 3,766.5 GWh +in 2030; in energy storage, from 632.3 GWh in 2025 to 2,510.0 GWh in 2030; and in consumer +BUSINESS +–1 1 5– + + +--- page 125 --- +electronics, from 110.0 GWh in 2025 to 179.4 GWh in 2030. Correspondingly, the global lithium-ion +battery separator market, measured by shipment volume, will expand from 40.3 billion square metres +in 2025 to 118.1 billion square metres in 2030, re flecting both sustained demand growth and +accelerating innovation across traditional and emerging sectors. +According to Frost and Sullivan , there exists a demand-supply gap in overseas markets due to +limited local production capacity for separators . As global adoption of electric vehicles (EVs) +accelerates, we believe this supply shortfall continues to drive strong international demand. In 2025, +Chinese companies supplied over 80% of the global s eparator market, according to Frost & Sullivan. +However, as geopolitical risks and the threat o f supply chain disruptions increase, overseas +customers have actively sought support from loca l separator suppliers. We believe our strategic +international presence and significant overseas production capacity position us well to serve the +overseas markets. By drawing on our extensive exper ience with leading international customers, we +are able to bridge the demand-supply gap, secure long-term relationships with key customers and +further strengthen our role in the global value chain, thereby enhancing our global competitiveness. +According to Frost and Sullivan, suppliers of lit hium-ion battery separators currently face a +range of complex challenges. The industry is expe riencing increasingly stringent performance +requirements, driven by evolving end-user dem ands, rapid technological advances, tougher +government regulations and a hei ghtened focus on battery safety , durability and lifespan. To meet +these demands, companies must closely monitor developments downstream and invest in +strengthening independent research and dev elopment (R&D) capabilities. For example, the +forthcoming Safety Requirements and Test Methods for Power Batteries for Electric Vehicles ( 《電 +動汽車用動力蓄電池安全要求》), a mandatory national standard issued by the MIIT that will come +into effect on 1 July 2026, will further raise the bar for thermal diffusion safety requirements for EV +batteries. On the other hand, technological ad vancements such as the development of sodium-ion +and solid-state batteries present future opportuni ties and challenges alike, highlighting the critical +need for forward-looking R&D strategi es within the separator industry. +According to Frost and Sullivan, ongoing technolo gical progress, increased capital investment +and rapid capacity expansion have reduced costs b ut heightened price competition for standard +products. To ensure competitiveness and profita bility, separator manufacturers must focus on +developing mid- to high-end products that deliver greater performance and better value, including +ultra-thin functional coatings and innovative mem brane technologies. Building these capabilities is +essential not only for attracting and retaining high-end customers, but also for improving margins +and developing technological expertise. +We are proactively tackling these industry challenges and capitalising on new opportunities. +Leveraging our core technologies, global reach and long-standing relationship with major customers, +we have developed a forward-looking R&D approach that positions us to drive progress within the +industry. We are confident that these strengths wil l enable us to sustain our industry leadership over +the medium to long term. +Our Product Portfolio +Our main products are lithium-ion battery separators, including dry process separators, wet +process separators and coated separators. These pro ducts serve major sectors such as transportation +vehicles, industrial machinery, energy storage fa cilities and consumer electronics, with a wide range +BUSINESS +–1 1 6– + + +--- page 126 --- +of application scenarios. Additionally, through independent R&D, we have proactively established a +presence in emerging sectors such as solid-state battery materials and other functional membrane +materials. Our current product portfolio is as follows. +Products Series Main Specifications Applications Advantages +Core product: lithium-ion battery separator +Dry Process Separator +Thickness: 3–40 μm Batteries for EVs, electric +bicycles, power tools, +consumer electronics +and energy storage +High melting point +temperature and +consistent quality +Wet Process Separator +Thickness: 3–25 μm Batteries for EVs, power +tools and high-end +consumer electronics +High strength, high +porosity and +adjustable pore size +Coated Separator +Thickness: 5–25 μm Batteries for EVs, +consumer electronics +and energy storage +batteries with higher +safety requirements +High safety, high +wettability and +adjustable coating +thickness +Forward-looking layout +Semi-solid-state +electrolyte separator +3–20μm High-performance EVs, +drones and humanoid +robots +Low-temperature +operation, high +safety and low +interface resistance +Solid-state electrolyte +membrane +7–30μm High-end consumer +electronics and EVs +High safety and high +strength +In addition to our semi-solid-state electrolyte se parators and solid-state electrolyte membranes, +we also aim to provide our customers with other functional membranes, including heat exchange +membranes, waterproof and breathable membranes and water treatment membranes. Please refer to +‘‘— Our Core Technologies ’’ for details of each product. +Our Customers +With competitive technologies, a diverse product portfolio and a comprehensive sales and +production network, we have built strong relationships with leading lithium-ion battery enterprises, +with major customers including LG Energy Solut ion, Samsung SDI, AESC, Murata, SK On, SAFT, +CATL, BYD, Gotion High-tech, CALB, EVE Energy and Sunwoda. +We have entered into long-term strategic partn erships with our prominent customers. During +the Track Record Period, we entered into a Globa l Strategic Cooperation Memorandum with LG +Energy Solution, a Strategic Memorandum with S amsung SDI and a Global Strategic Cooperation +Framework Agreement with EVE Energy. See ‘‘— Research and Development — Our R&D Platform +— Industry-Academic-Research Platforms ’’ for details. Through close collaboration with these +prominent industry leaders, we have secured stable order flows and strengthened our market +position. Additionally, by leveraging their industry influence and technical expertise, we have been +able to enhance our own technological standard s and overall competitiveness in the market. +BUSINESS +–1 1 7– + + +--- page 127 --- +To enhance our overseas business capabilities, we have set up manufacturing bases in Europe, +the SEA and the U.S. These facilities support the int ernational expansion of domestic lithium-ion +battery manufacturers and meet the production requirements of foreign battery manufacturers +aiming to increase their capacity. By operating locally in key strategic markets, we are able to +provide timely support to our customers worldwide. While tariff and trade tensions pose ongoing +challenges, we believe that our strong relationshi ps with leading international customers, combined +with our efficient, high-quality production netw ork, position us well for sustainable long-term +growth. We also believe that diversification of our customer base in the global markets help mitigate +the impact of overcapacity and intense market competition. +Our Innovation System +To drive ongoing innovation and development, we have created a robust three-pronged +innovation ecosystem. This ecosystem consists of a strong internal research and development +mechanism, a team of highly experie nced technical specialists with cr oss-disciplinary expertise and a +strategic platform that fosters collaboration betw een industry, academia and research institutions. +Together, these elements enable us to effectivel y mitigate the impact of overcapacity and intense +market competition, achieve bre akthroughs in key performance in dicators for lithium-ion battery +separators, continuously upgrade and refine our proprietary production equipment, and conduct +forward-looking research and development on new functional membranes. +. Strong internal R&D mechanism . Our in-house research and d evelopment platform for +battery separators has enabled us to build stro ng capabilities in raw material formulation, +rapid formula adjustment and microporosi ty formation technology. By implementing +equity incentive programmes and establishi ng a comprehensive engineering technology +development framework, we have built stro ng expertise in both process and equipment +technologies for separator manufacturing . This solid foundation has enabled us to +advance the development of next-generatio n battery separators and new functional +membranes. +. R&D team consisting of cross-disciplinary technical talents . As at 2025, we have established +a multidisciplinary R&D team of 699 members specialised in fields of material science, +polymer chemistry, mechanical automation and electrochemistry. Our R&D personnel +make up approximately 13.7% of our workforce. Moreover, we have set up R&D centres +in Southern China (Shenzhen), Eastern China (Nantong), Japan (Osaka) and Europe +(Sweden), integrating global R&D talent by combining regional i ndustry and academic +strengths. +. Strategic industry-academic-research collaboration platform . We collaborate with various +academic institutions, including Tsinghua University, Peking U niversity and Sichuan +University on the development of production equipment, processes and technologies for +lithium-ion battery separato rs and a variety of functional membranes, as well as talent +cultivation. +Our ongoing commitment to innovation and tech nological progress is demonstrated by the +numerous high-quality achievements and honours we have earned over the years. By consistently +advancing the frontiers of research and development, we have positioned ourselves as a leader in the +lithium-ion battery separator industry. This dedication has been recognised through a range of +prestigious awards and acknowledgments, highlig hting our leadership and excellence in the field: +. In June 2024, our ‘‘preparation of high-perfo rmance lithium-ion battery separator based +on polyolefin condensed matter structure co ntrol’’ (jointly developed with Sichuan +University) won the First Prize of State Science and Technology Progress Award ( 國家科 +學技術進步獎一等獎) for 2023 and we were the only enterprise in the lithium-ion battery +industry honoured with the award. +. Many of our separator research projects have been recognised by prestigious national +programmes and have received numerous awar ds for innovation and quality, such as the +‘‘PRC Torch Programme’’ and ‘‘863 Plan’’. These accolades highlight our leadership in the +industry and our commitment to excellence. +BUSINESS +–1 1 8– + + +--- page 128 --- +. We are the deputy leader of the editorial committee for drafting national standards +related to lithium-ion battery separators. We have led or served as the main drafter of two +national standards and 21 industry standards in the lithium-ion battery separator sector. +. As at 31 December 2025, we applied for a total of 1,026 patents, including 298 overseas +patents; we obtained 490 valid patents, incl uding 204 authorised invention patents (of +which 90 are overseas invention patents ) and 286 authorised utility model patents. +Our Sustainability Initiatives +We have established an efficient ESG system that integrates sustainable development into our +corporate strategy and operations. Our environmen tal initiatives include imp lementing a low-carbon +development strategy, launching clean energy proj ects and achieving significant carbon reductions. +Socially, we prioritise occupational health and safety, building a safe wo rking environment with +strict quality control. Our efforts have led to the c reation of the first net-zero industrial hub in the +separator industry and significant use of renewa ble energy, contributing to our goal of carbon +neutrality and net-zero emissions. +OUR COMPETITIVE STRENGTHS +We are a competitive lithium-ion battery separator provider, underpinned by over 20 years of R&D and +a proven track record of serving world-leading battery manufacturers +Founded in 2003, we are a domestic pioneer in the R&D and manufacturing of lithium-ion +battery separators, according to Frost & Sullivan . As the first Chinese company to master the dry +process uniaxial stretching technology for lithi um-ion battery separators, we successfully broke the +monopoly of foreign countries in the field of battery separator production. Our technological +breakthroughs have been recognised through prestigious awards such as the First Prize of State +Science and Technology Progress Award. +We are the first and one of the few enterprises in the PRC with capabilities in all three types of +lithium-ion battery separator production techno logies, namely the dry process, wet process and +coated process separators, acco rding to Frost & Sullivan. With over 20 years of experience in R&D +and manufacturing of battery separator mater ials, we have become a competitive supplier and +technology innovator in the global lithium-ion battery separator industry. According to Frost & +Sullivan, our lithium-ion battery separator shipment volume ranked second globally for the last six +years consecutively and our market share increased from 11.0% in 2020 to 11.6% in 2025. +We are the first lithium-ion battery separator manufacturer to achieve mass export of +lithium-ion battery separators, according to F rost & Sullivan, which is defined as the first +manufacturer in industry to have the continuous and stable supply of substantial volumes of +lithium-ion battery separator products that consistently meet the production requirements of major +overseas customers. With a steady growth in our international customer base, we keep expanding our +overseas production capacities through construction of manufacturing bases in Sweden, Malaysia +and the U.S. As a result, our overseas production c apacity ranked first in terms of planned annual +production capacity in 2025, according to Frost an d Sullivan. Leveraging our first-mover advantage +in the overseas market, we have established an inter national sales network and continue to improve +our service capabilities for overseas custome rs. Our sales and service network covers over 100 +customers across the PRC, Japan, South Korea, Europe, the SEA and other regions. We are +committed to providing comprehensive sales an d customer support services from pre-sales +communication, product customisation to post-d elivery assistance in a professional and timely +manner. +The lithium-ion battery industry is currently tr ansitioning to next-generation products that +feature high safety, high energy density, fast charging and other advanced characteristics. This +transition raises the performance requirements fo r lithium-ion battery separators and presents new +opportunities for technological innovations and product upgrades. Leveraging our strong R&D +capabilities and extensive technol ogical expertise, we have made sign ificant progress in developing +next-generation lithium-ion battery separator p roducts. We have successfully created a series of +BUSINESS +–1 1 9– + + +--- page 129 --- +high-performance separators wi th high safety and high energy den sity. For instance, our latest +coated separator products offer high temperature resistance, high strength and fast wettability, +effectively slowing heat transfer and providing essential support for ba ttery safety. These new +products enhance the overall performance and lifespan of lithium-ion batteries by improving safety, +energy density and charging speed. +We have a comprehensive and optimised product portfolio that covers comprehensive demand of +downstream lithium-ion battery customers in various scenarios +We are a R&D-driven advanced materials enterprise, dedicated to the continual technological +innovation and enhancement of separator products for the evolving lithium-ion battery market. Our +comprehensive product portfolio excels in key per formance metrics such as thickness, porosity, +thermal shrinkage, breathability and puncture stre ngth, consistently meeting high international +standards. Our offerings span a wide range of batte ry separator products, including dry process +separators, wet process se parators and coated separators, desi gned for diverse applications such as +transportation vehicles, energy storage facilitie s, consumer electronics and industrial machinery. +. Dry process separator . According to Frost & Sullivan, we are the first domestic enterprise +to master the dry process uniaxial stretchin g technology and to achieve mass production +of dry lithium-ion battery separators. We focus on key process innovation to improve +thinness, width and consistency, thus promoting the comprehensive upgrade of dry +process separators in terms of energy density, consistency and cost and meeting the +requirements in diversified scenarios, such as EV batteries and energy storage. +. Wet process separator . We have focused on advancing wet process separator technologies, +achieving significant breakthroughs in the production of ultra-thin and wide-format +battery separators as well as scenario-based customisation, which enhance battery energy +density without compromising safety. Our inn ovative wide-format production line design +has significantly increased production efficiency and delivered greater economies of scale. +. Coated separator . We are one of the earliest lithium-i on battery separator manufacturers +in Chinese Mainland to adopt coating film ma nufacturing processes, according to Frost +and Sullivan. By utilising diverse material systems and composite functional coating +designs, we have achieved synergistic impro vements in thermal stability, wettability and +mechanical strength of lithiu m-ion battery separators. We have mass-produced several +high-performance coated separator products, meeting the performance requirements of +next-generation lithium-ion products for high safety, high energy density and fast +charging. +Building on our extensive expertise in lithium-ion battery separator technology, we have +adopted a portfolio of solid-state electrolyte membranes and other functional membranes that spans +various scenarios. Our goal is to provide advanced material solutions that support the development +of key industries, including green energy and semiconductors. +. Solid-state battery. We launched LATP-coated separators in August 2025. Our +PEO-coated separators and gel electrolyt e composite separators currently under +development are suitable for use in semi-solid -state batteries and are already capable of +large-scale production. In developing so lid-state electrolyte membranes, we employ +integrated moulding technolo gy that combines a fibre framework with solid electrolytes. +This approach delivers membranes with high me chanical strength, excellent lithium-ion +conductivity and low interfacial impedance. +. Other functional membrane . We utilise our technology ad vantages and accumulated +know-hows to actively explore other func tional membranes, such as heat exchange +membranes, waterproof and breathable mem branes and water treatment membranes. We +believe that our future sales of functional me mbranes will facilitate the diversification of +our product portfolio. +BUSINESS +–1 2 0– + + +--- page 130 --- +We have established a three-pronged innovation ecosystem, enabling us to maintain our R&D +capabilities, generate numerous high-quality research outcomes and build extensive technological +reserves +To drive ongoing innovation and development, we have created a robust three-pronged +innovation ecosystem. This ecosystem consists of a strong internal research and development +mechanism, a team of cross-disci plinary technical experts and a s trategic platform that fosters +collaboration between industry, academia and re search institutions. We have cultivated core +strengths in raw material formulation, rapid f ormula adjustment and a dvanced microporosity +forming technology. In additio n, we have developed a comprehe nsive engineering technology +development pipeline, mastering both key manufacturing processes and production equipment for +separator production. This approach has laid a solid technological foundation for the research and +development of next-generation battery se parators and new func tional membranes. +Building on our independent research and development, we have established an +multi-dimensional system for separator inno vation, fully leveraging resources from various +partners to continuously impro ve our technological capabilit ies. We have founded several +in-house R&D platforms, such as the National- Local Joint Engineering Research Centre for +High-End Lithium-ion Battery Separator Prepa ration and Testing Technology, with a focus on +separator materials, process technology, pro duction equipment and e nd-use applications. +As at 31 December 2025, we have established a multidisciplinary R&D team of 699 members +specialised in fields of materials science, po lymer chemistry, mechanical automation and +electrochemistry. Our R&D personnel make up approximately 13.7% of our total employees. +Furthermore, we have set up R&D centres in Southe rn China (Shenzhen), Eastern China (Nantong), +Japan (Osaka) and Europe (Sweden), integrating g lobal R&D talent by combin ing regional industry +and academic strengths. This R&D network integ rates global R&D resources such as material +innovation in Japan, equipment design in Europ e and industrialization efficiency in Chinese +Mainland, enabling us to efficiently respo nd to differentiated market demands. +We carry out industry-academia-research cooperation with Sichuan University, jointly +establish a ‘‘Postdoctoral Innovation Practice Base’’ with South China University of Technology, +and conduct equipment, process, technology development and talent nurturing work in respect of +high-performance lithium-ion battery separators and various functional membranes with Tsinghua +University, Huazhong University of Science and Technology and other universities and research +institutes. +We are one of the few enterprises in the industry with independent equipment research and design +capabilities +The separator industry is capital-, technology- and asset-intensive, with complex +manufacturing processes that demand highly spe cialised equipment. Unlike general membrane +processing, separator equipment must be customised to our specific process requirements. We are +one of the few companies in the lithium-ion battery separator industry with independent research, +design and development capabilities for key m anufacturing equipment. Through years of +independent R&D, we have mastered the design and engineering of core separator production +machinery, including raw material handling, extru sion, casting, stretchin g, extraction, recovery, +slitting and coating systems. All key equipment is either developed in-house or tailor-made to our +specifications, ensuring optimal integration with our processes and meeting exacting quality +standards. We regularly upgrade our manufacturing lines to enhance quality and efficiency in line +with market needs. For details, see ‘‘— Equipment and Machinery .’’ +We believe our self-developed production lines o ffer a significant competitive advantage in cost +efficiency. In August 2023, we launched the world’s first fifth-generation super wet process +production line, featuring an equipment width o f over eight metres and an annual production +capacity of 250 million square metres. This represen ts more than double the single-line capacity of +our previous fourth-generation wet process line, establishing a new industry benchmark for +production efficiency and creating a substantial competitive barrier. The latest generation of +BUSINESS +–1 2 1– + + +--- page 131 --- +manufacturing equipment inco rporates major advancements i n automation and intelligence, +introducing the industry’s first smart manufactu ring system 2.0 platform. This system integrates +the Warehouse Management System (WMS), Warehouse Control System (WCS) and Manufacturing +Execution System (MES) to enab le real-time monitoring, proce ss inspection and assignment of +unique identifiers to each product, ensuring full t raceability and consistently high product quality. +According to Frost & Sullivan, our fifth-generatio n super wet process line also achieves ultra-low +emissions and ultra-high recovery rates, setting new s tandards for quality, efficiency, intelligence and +low-carbon operation. +Meanwhile, we have upgraded our dry process separator production lines to the sixth +generation, increasing efficiency by 40% compared to the previous generation. We have successfully +achieved a high level of domestic manufacturing c apability for dry process separator production +equipment, thereby advancing localisation withi n the separator industry. During the Track Record +Period, continuous process optimisation and t echnological improvements have significantly +enhanced the capacity of both our dry and wet process production lines, resulting in lower unit +production costs. Leveraging our technology, customer relationships, equipment and cost +management, we achieved satisfactory gross pr ofit margins during the Track Record Period. We +believe that independent equipment R&D capabilit ies differentiate us from our peers and lay the +foundation for our long-term growth. +Our production and R&D network lay the foundation for our services to overseas customers +As at the Latest Practicable Date, our manu facturing bases that have commenced mass +production are all located in Chinese Mainland, namely Hefei, Changzhou, Nantong, Jiangsu and +Foshan manufacturing bases. We believe we have seized the market opportunities brought by the +rapid development of the lithium-ion battery separator industry and actively expanded our +production capacities and developed middle- and high-end products, which allowed us to enhance +our international presence. Each of our manufacturing bases that have commenced mass production +achieved a utilisation rate of over 80% in 2024. We p lan to further expand ou r production capacity +through our new manufacturing base in Sweden, Malaysia and the U.S. which are under +construction and will gradually become operatio nal to meet customers’ orders in the overseas +markets. +Through streamlined production , management and quality control systems, we are able to +control costs and ensure stable supply and product quality. We have implemented a ‘‘make-to-order’’ +production approach and developed the ISO production process management control system to +process customer orders efficiently. We believe in our ability to accurately identify customer needs +and market opportunities, as our production planning, raw material procurement, manufacturing, +storage, quality control, delivery and related pro cesses enable us to meet the diverse requirements of +our clients. We regard product quality control as a key part of production management, in particular +safety performances as it is fundamental to our brand recognition. The quality of our products is +well regarded in the overseas markets. We have b een recognised as an ‘‘Excellent Partner’’ and +‘‘Excellent Quality Partner’’ by LG Energy Solution, and as ‘‘Best Strategic Partner’’ by Sunwoda. In +2023, we also received the ‘‘Excellent Quality Awa rd’’ from EVE Energy and the ‘‘Excellent Supply +Award’’ from Gotion High-tech. +Our R&D centres and manufacturing bases operate in close synergy to drive innovation and +maintain competitiveness across our product lines. For example, the Membrane Technology +Research Institute in Shenzhen is responsible fo r the implementation of a nnual plans for product +and technological advancements across our research institutions and manufacturing bases. +Meanwhile, our Equipment Centre in Shenzhen provides technical support to manufacturing bases +through technical improvement an d equipment-related management . Our Eastern China Technology +Research Institute in Nantong assists Eastern Chin ese manufacturing bases by providing technical +services and helping transition innovations from pilot stage to mass production. Internationally, our +R&D centres in Japan and Sweden develop advanced membrane technologies, supporting our +BUSINESS +–1 2 2– + + +--- page 132 --- +manufacturing needs. In summary, our R&D centres act as both the innovation engine and technical +backbone for our manufacturing operations, cont inuously converting cutting-edge research into +scalable, high-quality products for our customers. +The graph below demonstrates the network of our manufacturing bases and R&D centres. +Our Manufacturing Bases and +R&D Centres +Headquartered in Shenzhen, Guangdong Province +8 Manufacturing Bases and 4 Global R&D Centres +Sweden +Manufacturing +Base & Senior +Europe +Research +Institute +Hefei Senior +Malaysian +Manufacturing +Base +Foshan Senior & +Southern China Research Centre +Changzhou Senior/ +Jiangsu Senior/Nantong Senior & +Eastern China Research Institute +Japan Osaka +Research Institute +U.S. +Manufacturing +Base +Manufacturing bases in operation +Manufacturing bases under construction +Separator is one of the key components of lithium-ion batteries and capable of enhancing the +performance of lithium-ion batteries in many aspects including energy density, lifespan, +environmental friendliness and safety. Lithium -ion battery manufacturers, both domestic and +foreign, are very meticulous when it comes to se lecting their separator suppliers. They often +undertake stringent certification processes to e valuate functionality, performance and other +technical parameters, as well as the overall qua lity control of the products. Lithium-ion battery +manufacturers typically require a one- to two-year certification p eriod for separator suppliers to +ensure quality and stability. Due to the high costs of c ertification, lithium-ion battery manufacturers +are unlikely to replace separator suppliers upon forming a close partnership with them. +We leverage our technology and diverse produc t portfolio to maintain our pivotal role in the +lithium-ion battery supply chain both domestica lly and overseas. According to Frost and Sullivan, +we are one of the few lithium-ion battery separator companies that supply to all of the world’s top +ten lithium-ion battery manufacturers and we have established long-term cooperative relationships +with them. +Our customers include over 100 lithium-ion ba ttery customers. Domestically, our primary +customers include well-known battery manufacturers such as CATL, BYD, CALB, Gotion +High-tech, Sunwoda and EVE Energy; in the ove rseas market, our products are supplied to +top-tier manufacturers such as LG Energy Sol ution, Samsung SDI, AESC, Murata, SK On and +SAFT. +BUSINESS +–1 2 3– + + +--- page 133 --- +We are committed to continuously deepening our global development strategy and vigorously +expanding our overseas customer base. Our lithium -ion battery separator pro ducts generally enjoy +higher profitability in overseas markets than in the domestic market. As the first lithium-ion battery +separator manufacturers in Chinese Mainland to a chieve mass export to the overseas markets, we +believe we enjoy a first-mover advantage internati onally. Benefiting from this, and as our overseas +manufacturing bases commence operations, our revenue from overseas sales is expected to grow at a +rapid pace, further enhancing our profitability. +We have an experienced and visionary management team and have established a robust talent incentive +mechanism to promote sustainable development +Our founder, Prof. Chen Xiufeng, is a leading figure in the lithium-ion battery separator +industry with both a strategic vision and 20 yea rs of industry experience. Prof. Chen holds a +bachelor’s degree in engineer i n gf r o mH u a z h o n gU n i v e r s i t yof Science and Technology. He has +accumulated profound industry experience and an excellent reputation in the lithium-ion battery +separator sector. He currently serves as the execu tive vice president of Shenzhen Polymer Industry +Association, vice president of the third session s of the Council of Shenzhen Quality City Promotion +Association, vice president of Guang Ming Gene ral Chamber of Commerce, etc. He previously +served as the executive vice president of Shenzhen Sichuan Chengdu Chamber of Commerce to +develop an industry resource network for the in-depth integration of industry, academia and +research. His cross-disciplinar y leadership and academic background provide us with strategic +guidance to grasp the strategic direction of lithi um-ion battery separator technology and explore +cutting-edge sectors, such as solid electrolyte composite separators. +We have an experienced management, marketing and R&D team. Most of our management +personnel possess years of work experience in and a deep understanding of the separator industry. +Our core management adopts an open management approach and we continue to expand and +improve our core team according to our development needs through various channels, such as +internal training and external recruitment, so as to continuously optimise the knowledge and age +demographics of our talent team. +Meanwhile, in order to maintain the stability and further strengthen our management team, we +have implemented comprehensive performance ma nagement and equity incentives for our senior +management and key business personnel to encour age our operation and management team to boost +our operating performance and suppor t our ongoing and rapid development. +OUR GROWTH STRATEGIES +Continue to invest in the R&D of key technologies for lithium-ion battery separator products, +production equipment, raw material, solid-state battery membranes and other functional membranes +We will further invest in battery separator R&D and technological innovations. At the same +time, we will promote advances in solid-state batte ry membranes and other functional membranes, +progressing towards a better enterprise in the research, development and manufacturing of polymer +functional membranes. +In the lithium-ion battery separator sector, we focus on meeting the core requirements of +next-generation batteries with high energy density, enhanced safety, rapid charging and cost +efficiency. Our primary strategy centres on the u se of thin base membranes, diverse specialised +coatings, advanced equipment and a robust local supply chain. This integrated approach is designed +to create comprehensive technical barriers spa nning products, equipment and raw materials. +Specifically: +. Product innovation . We are dedicated to enhancing both our dry process and wet process +separators, with a particular focus on developi ng ultra-high-strength base membranes and +broadening our coating portfolio. This inclu des high heat resistance coatings, aqueous +high adhesion coatings, fluorine-free coatin gs and high-performance specialty coatings. +BUSINESS +–1 2 4– + + +--- page 134 --- +These advancements will expand the applicat ion scenarios for our lithium-ion battery +separator products, offering global customers solutions that improve energy density, +lifecycle and overall safety. +. Equipment advancement . We will continue upgrading our production lines to increase their +width, speed, intelligence and environmenta l friendliness. By integrating artificial +intelligence technology, we aim to furthe r promote intelligent manufacturing and +establish strong technical b arriers. Leveraging our cap abilities in smart separator +manufacturing, we will further strengthen our advantages in product quality and +production efficiency. +. Raw material development . We will promote collaboration among industry, academia and +research institutions to advance the localised production of high-quality raw materials, +enriching our material variety and reducing costs. At our overseas manufacturing bases, +we will work closely with customers to accelerate the adoption of local raw materials and +develop local supply capacities, thereby lowering transport costs and enhancing supply +chain resilience. +. Solid-state battery innovation . We are committed to developing core technologies for +semi-solid-state electrolyte separators and solid-state battery electrolyte membranes. By +collaborating across the supply chain, w e aim to jointly drive the development of +cutting-edge technologies and products. W ith our advancing R&D ability and existing +manufacturing equipment we are prepared for mass production of our oxide and polymer +solid electrolyte membranes and are actively ad vancing related product industrialisation. +For other functional membranes, our strategy of ‘ ‘in-depth technology + diverse application’’ +builds on our expertise in the lithium-ion battery separator sector to expand into sectors such as +water treatment membranes and heat exchange membranes. We have comp leted the technical +feasibility demonstration and prototype developm ent in several new areas. Moving forward, we will +increase investment to accelerate breakthroughs in core technologies, such as membrane structure +design and surface modification, and drive the industrialisation and broad application of these +products. Our goal is to build a global ecosystem for functional membranes, covering a wide range of +sectors including new energy, ener gy saving, environmental protection and medical and healthcare +industries. +Strengthen our relationships with existing cu stomers, accelerate overseas market expansion and +actively pursue new customers worldwide +We will continue to look for opportunities for strategic collaborations across the global +lithium-ion battery value chain, which we believe will bring us the opport unities for deepening +cooperation in technological innovation, produ ction capacity synergy, and market development. +These partnerships will enable us to provide com plementary technical support, jointly expand +market opportunities and share risks. For details, see ‘‘ Future Plans and Use of Proceeds — Use of +Proceeds .’’ +. Technological innovation. We will work closely with our world-leading lithium-ion battery +customers on R&D initiatives, align with the ir requirements and participate in their +product innovation processes. This approach not only meets customer needs but also +drives continuous upgrades and technical advancements in our products. +. Production capacity synergy. We plan to establish manufacturing bases overseas, +achieving localised manufacturing both dom estically and overseas. This will better fulfil +downstream customers’ requirements for a larger production footprint. +. Market development. We aim to expand downstream applications by exporting our +technical standards and leveraging our produ c t i o nc a p a c i t y ,w o r k i n gh a n di nh a n dw i t h +customers to open new market opportunities. +BUSINESS +–1 2 5– + + +--- page 135 --- +We remain committed to an international developm ent strategy. Seizing opportunities from the +rapidly growing NEV industry, we will step up efforts to acquire overseas customers and further +deepen strategic partnerships wit h leading international lithium-ion battery manufacturers. At the +same time, we will enhance our local service capa bilities to better serve overseas markets and +increase our global market share. +Actively seize opportunities in the new energy industry to further implement our global strategies and +develop global operating capabilities +We are committed to expanding both our domestic a nd international production capacity, with +a particular focus on key projects such as the Sweden manufacturing base with wet process and +coated separator production lines, the Malaysia ma nufacturing base focusing on high-performance +wet process separator and coated separator production and the U.S . manufacturing base dedicating +to the production of multi-coated separator products. The successful execution of these projects will +significantly boost our production capacity wor ldwide, establishing us as a specialised leader in +lithium-ion battery separator research, development, and production, with comprehensive supply +capabilities and advanced technologies. +Our ‘‘international R&D strategy’’ places the Shenzhen headquarters at the centre of our global +innovation efforts while rein forcing overseas R&D centres to form a network with localised +strengths. We have set up R&D centres in Southern China (Shenzhen), Eastern China (Nantong), +Osaka (Japan) and Sweden to create a globally interconnected R&D platform, enhancing resource +integration and collaborative innovation worldwide. +To build core competitiveness, we are deepening our global talent development strategy by +recruiting and cultivating R&D as well as sales p rofessionals. In R&D, we target top-tier talent in +advanced sectors such as new materials to strengthe n our technical innovation capabilities. On the +commercial front, we plan to attract and nurture local sales experts experienced in international +business, establishing a solid overseas sales net work. Additionally, we p lan to hire experienced +international management personnel, integrating global management best practices into our local +operations. Effective human resource allocation not only ensures the efficient running of our +overseas branches but also fosters localised produc t and service innovation, supporting our ability to +serve international customers and deliver on our global development strategy. +Actively expand our semiconductor materials business and explore opportunities within the industry, +insist on ‘‘new energy + semiconductors’’ policy to create a second growth curve +Over the years, we have remained dedicated to foundational technology research, product +development and the advancement of equipment for lithium-ion battery separators and functional +membranes. Through continuous innovation, we have mastered key manufacturing processes and +are among the few companies in t he industry with independent equipment research and design +capabilities, according to Fores t and Sullivan. Our commitment to technological innovation and +market expansion is reflected in our increasing i nvestment in R&D from RMB242.5 million in 2023 +to RMB278.4 million in 2025. +Our planned expansion into the semiconductor materials sector is an extension of our existing +expertise in advanced materials, pa rticularly those supporting the lithium-ion battery industry. See +‘‘— Our Core Technologies’’. We believe that we are well positioned to support the new business line +considering the following factors. First, our robust R&D infrastructure, including proven experience +and in-house experts in polymer chemistry and membrane science, provides a strong foundation to +support this diversification; where new expertise is required, we can readily expand its R&D team. +Second, our in-house equipment design capabilit ies allow for tailored machinery development, +ensuring flexibility and speed in adapting to semiconductor sector needs. Many existing production +lines, originally used for high-precision memb rane fabrication, can be reconfigured for +semiconductor material manufacturing, reducin g significant new investment and enabling faster +deployment. Third, there is considerable overlap in raw materials and core processing technologies, +supporting knowledge transfer and operational efficiency. Fourth, our established global customer +relationships, including with companies alread y operating in or adjacent to the semiconductor +BUSINESS +–1 2 6– + + +--- page 136 --- +industry, open up valuable pathways to potential customers in the new sector. Finally, our rigorous +quality control systems and experience in meeting international standards align well with the +requirements of the semiconductor industry, allo wing for a smooth expansion into this business. +In the semiconductor materials sector, we are dev eloping high-purity ceramic materials such as +aluminium oxide, silicon dioxide and boehmite, which have applications in thermoelectric +semiconductors, ceramic boards and quartz components. With the growing global demand for +intelligent and automated equipment , these semiconductor materials a re increasingly used in critical +industries including consumer e lectronics, medical devices, automotive manufacturing and new +energy. +As the first and one of the few companies in Chi nese Mainland with capabilities in all three +types of lithium-ion battery separator product ion technologies, we bring more than 20 years of +technological expertise to the new energy material s industry. We consistently prioritise innovation +and market growth, closely aligning our efforts with industry trends and our strategic objectives. To +this end, we actively leverage top-tier resour ces in the semiconductor materials sector and +collaborate strategically with leading dom estic and internatio nal manufacturers. +Looking ahead, we will accelerate the conversion of technological achievements into industrial +production and enhance our manufacturing capacity, pursuing synergistic improvements in both +innovation and industrial value. We believe these a ctions will help us secure a first-mover advantage +in the domestic semiconductor materials sector and further elevate our development to new heights. +OUR CRITICAL ROLE IN THE BATTERY VALUE CHAIN +We are a competitive company in the R&D, man ufacturing and sales of lithium-ion battery +separator. Separator is one of the core components of lithium-ion battery with the function of +preventing physical contact between electrodes wh ile serving as the electroly te reservoir to enable +ionic transport. Battery separators are crucial to the batteries not only because they prevent short +circuits, but they also act as a safety measure tha t shuts off the flow of lithium-ions to prevent the +battery overheating and explosions. Consequently, battery separators have a direct impact on the +quality, safety and production cost of lithium-ion batteries. +The flowchart below illustrates the critical role ba ttery separator plays in the entire lithium-ion +battery value chain: +Upstream +Raw Material and Equipment +Thermal plastics +(such as PP and PE) +Additives +... +... +Separator +Cathodes +Anodes +Electrolyte Transportation Vehicles +Energy Storage Facilities +Industrial Machinery +Consumer Electronics +Dry process Separator +Wet process Separator +Coated Separator +Battery Pack Applications +Midstream +Manufactures of Battery +Separator +Downstream +. Upstream : Major upstream suppliers in the batte ry separator industry encompass raw +material suppliers and equipment manufacturers. Raw material suppliers provide +materials such as thermal plastics, addit ives, packaging and auxiliary production +materials, while the equipment supplie rs provide machineries and tools. +BUSINESS +–1 2 7– + + +--- page 137 --- +. Midstream : Battery separator manufacturers at th e midstream offer dry, wet and coated +process separators that are suitable for di fferent applications. The leading battery +separator manufacturers th at have in-house design capab ility generally design key +production equipment for both dry and wet process separators that is highly compatible +with their proprietary production techni ques, which will enable them to produce +high-quality separators with high level of precision and production efficiency. +. Downstream : The battery separators are applicable to lithium-ion batteries for a wide +range of application scenarios, including transportation vehicles, industrial machinery, +energy storage facilities and consumer electronics, etc. +We pride ourselves on being a reliable partner to other players in the lithium-ion battery value +chain. Given the essential role of battery separa tors in the lithium-ion battery, the downstream +lithium-ion battery manufacturers place great emp hasis on the selection of suppliers of separators. +A st h ef i r s tC h i n e s ee n t e r p r i s ee n g a g e di nt h er e search and manufacturing of lithium-ion battery +separators according to Frost and Sullivan, and w ith more than 20 years of industry experience, we +believe we have become a lithium-ion battery separator manufacturer with strong brand recognition +in the industry. Being the first manufacturers in C hinese Mainland to lead mass export of lithium-ion +battery separators according to the same source, w e have established relationships with global key +players in the lithium-ion battery value chain. Our key customers are primarily leading domestic and +overseas lithium-ion battery manufacturers, including LG Energy Solution, Samsung SDI, AESC, +Murata, SK On, SAFT, CATL, BYD, Gotion High-tech, CALB, EVE Energy and Sunwoda. +OUR PRODUCTS +We are primarily engaged in the R&D, manufac turing and sales of lithium-ion battery +separator which is an indispensable and core comp onent of lithium-ion batteries. During the Track +Record Period, we offer our customers a comprehensive product portfolio of lithium-ion batteries +separators that are designed and manufactured in-house, which primar ily include dry process +separators, wet process separa tors and coated separators. +With more than 20 years of specialisation in the lithium-ion battery industry, our team has +accumulated extensive R&D, design and manufacturing expertise, which has empowered us to +pioneer in lithium-ion battery separator manufactu rer industry. Through continuous innovation and +optimization, we are the first company in Chinese Mainland with the production technologies of +lithium-ion battery separators and the first in Ch inese Mainland to possess the dry process, wet +process and coating process techniques for producing lithium-ion battery separators. We focus on +the improvement of process engineering, manufacturing technology and quality control, while +maintaining a dynamic R&D system that features continuously enhancing R&D platform and active +international R&D collaborations. According to Frost & Sullivan, our lithium-ion battery separator +shipment volume ranked second globally for the last six years consecutively, with our global market +share increasing from 11.0% in 2020 to 11.6% in 2025. +In terms of our services, we have built a specialised technical service network for our customers. +Bringing together scientists in R&D, manufac turing and applications of lithium-ion battery +separators and experts in quality control and ele ctrochemistry, we have established a one-stop +technical support for our customers, offering step -by-step guidance from pre-sales consultation to +product customisation and to post-delivery product services. +Working Principle and Applic ations of Battery Separators +We offer our customers a comprehensive produ ct portfolio of lithium-ion battery separators. +Separator is one of the core components of lithium-ion battery with the function of preventing +physical contact between electrodes while serv ing as the electrolyte reservoir to enable ionic +transport. It directly affects the quality, safe ty and production cost of a lithium-ion battery. +BUSINESS +–1 2 8– + + +--- page 138 --- +A separator is located between the positively charged anode and negatively charged cathode +inside batteries. It is generally made of microporous membrane which enables lithium-ion to +efficiently flow via the electrolyte while separa ting positive and negative electrodes to prevent +internal short circuits. When the separator becomes wetting by the electrolyte, it acts as a catalyst +that increases the movement of ions from the cathode to the anode when the battery is being charged +and from the anode to the cathode when the battery is being discharged. Ho wever, when battery is +abnormally overheated and reach es the separator’s melting point, it shuts down to prevent short +circuits. The melting and viscous flow of the poly mer, which is the primary material of a separator, +results in a shutdown to close the micropores in t he separator, thus slowing down the ion flow +between the electrodes and stopping the battery’s operations. If the internal temperature of an +overheated battery further increases and approache s the separator’s melting point, a heat shrinkage +of the separator would cause the anode and catho de in the battery to come into direct contact, +resulting in a short circuit. Thus, compression re sistance and thermal stability of the separator, +which directly affects the safety and quality of the battery, is highly dependent on the separator’s +ability to shut down as well as its thermal shrinkage rate when melting point is reached, which varies +in different products. +The graph below demonstrates the working principle of lithium-ion batteries and the role of +battery separators. +Current +Electron +Anode +Carbon +Negative tab +Electrolyte +Positive +electrode material +Separator +Negative +electrode +material +Positive tab +Insulation +sheet +Aluminium- +plastic +packaging +film +Cathode +LiCoO +2 +Separator +Our separators are widely used in lithium-ion batteries for various transportation vehicles, +electrical energy storage facilities, consumer el ectronics such as smartphones, cameras and power +tools, and industrial machinery such as cranes and f orklifts. Our comprehensive product offerings +can meet the varied and specific demands of our customers, namely the lithium-ion battery +manufacturers, based on the end use of their batteries. With our diverse product offerings, we believe +we have established market leadership and brand recognitions under our ‘‘SENIOR 星源材質’’ brand +in the lithium-ion battery separator industry. +BUSINESS +–1 2 9– + + +--- page 139 --- +The chart below demonstrates the specific applications of our lithium-ion battery separators. +Transportation Vehicles +Smartphone +Camera +Power Tool +Forklift +Automated Guided +Vehicle (AGV) +Port Crane +Wind Power +System +Solar Power +System +Home Energy +Storage +Electric Vehicle Aircraft Train Set +Energy Storage Facilities +Consumer +Electronics +Industrial +Machinery +Our Core Products +Our core product portfolio contains three major types of separators categorised by their +manufacturing techniques: dry process separato rs, wet process separators and coated separators. +Due to differences in manufacturing techniques, the three types of separators have distinctive +features that render them suitable for different applications. The table below sets forth certain +details of our core products. +Products Main Specifications Characteristics Applications +Dry Process +Separator +. Thickness: 3–40 μm +. Breathability: 120–150s +. Porosity: 30%–60% +. Puncture strength: 200+gf +. High melting point +temperature +. No shrinkage in transverse +direction +. Adjustable pore size, good +uniformity +Used in batteries for EVs, +electric bicycles, power tools, +digital devices and energy +storage +Wet Process +Separator +. Thickness: 3–25 μm +. Breathability: 70–500s +. Porosity: 30%–60% +. Puncture strength: 300+gf +. Diverse designs +. Uniform pore size +distribution +. Good permeability +. High porosity +. High strength +Used in batteries for EVs, power +tools and high-end digital +devices +Coated Separator +. Thickness: 5–25 μm +. Breathability: 100–400s +. Porosity: 30%–60% +. Puncture strength: 400+gf +. High thermal stability +. Improved electrolyte +. Wettability +. High electrochemical +stability +. Low impedance +. Customizable coating +morphology +Used in power, digital and +energy storage batteries with +higher safety requirements +BUSINESS +–1 3 0– + + +--- page 140 --- +Dry Process Separators +Our dry process separators typically have a thickness range of 3 *40μm, a breathability of +120–150s and a porosity range of 30%–60% and a puncture strength of 200gf or above based on the +thinnest specification. Dry process separat ors typically have a high melting point at 160 *175°Ca n d +a less than 5% horizontal thermal shrinkage rate at 120 °C. The high shutdown and melting points +and low thermal shrinkage rate give our dry process s eparators strong anti-oxidation resistance and +high thermal stability, and therefo re excellent safety performance. +O u rd r yp r o c e s ss e p a r a t o r sa r ep a r t i c u l a r l ys u i t a ble for batteries with high safety requirements, +such as lithium iron phosphate (LFP) batteries that are primarily used in electrical energy storage +and NEVs, and lithium cobalt batteries used in consumer electronics. +Wet Process Separators +Our wet process separators typically have a thickness range of 3 *25μm, a breathability of +70–500s and a porosity range of 30%–60% and a puncture strength of 300gf or above based on the +thinnest specification. Our we t process separators typically have a shutdown temperature at +130–155 °C ,am e l t i n gp o i n ta t1 3 5°C and a less than 5% horizontal thermal shrinkage rate at 105 °C. +Our wet process separators typically have a unifo rm pore size and even pore distribution, which is +critical to allow a uniform ion current throughout the battery. Such properties allow our wet process +separators to possess ideal thickness, chemical st ability, tensile strength and permeability, which +promote the travel of ion throughout the battery. As a result, the use of our wet process separators in +lithium-ion batteries serves to improve the absorpt ion and retention of electrolytes and thus the +charge-discharge cycle of batteries. +Our wet process separators are more suitable fo r batteries which require high energy density, +such as ternary lithium-ion batteries that are pri marily used in high-end consumer electronics and +NEVs. +Coated Separators +Coated separators are produced by applying our coating techniques to both dry and wet +process separators as the base films. Our coated separators typically have a coated thickness range of +5*25μm, a breathability of 100–400s and a porosity range of 30%–60% and a puncture strength of +400gf or above based on the thinnest specification. By applying coating materials such as ceramic +alumina and PVDF adhesive to one or both sides of the base film produced through the dry or wet +process, the coating process can significantly incre ase the thermal stability, an ti-oxidation, adhesion +and safety of the base film and thus improve the per formance and safety features of the batteries. +Coating process is currently more widely applie d to base film produced through the wet process in +order to better cater to the requirements of batte ry manufacturers for higher energy density and +safety requirement to meet an expectation for inc reasingly long battery life and improved safety at +t h es a m et i m e . +We have mass-produced several high-performance coated separator products, including +nanofibre coated separators, PI coated separa tors and aramid coated separators, meeting the +performance requirements of next-generation lithium-ion battery product with high safety, high +energy density and fast charging. Our coated sepa rators are thus more suitable for batteries which +require higher safety and longer life cycle, such a s ternary lithium-ion batteries that are primarily +used in EVs. +We have seized the market opportunities in the lithium-ion battery industry and achieved rapid +business growth with lithium-ion battery separa tor sales, with a sales volume of 4,664.7 million +square metres in 2025 at a CAGR of 25.4% from 2023 to 2025. For the years ended 31 December +BUSINESS +–1 3 1– + + +--- page 141 --- +2023, 2024 and 2025, our revenue was RMB2,981.9 million, RMB3 ,506.2 million and RMB4,076.8 +million, respectively, represent ing a CAGR of 16.9% from 2023 to 2025. The table below sets forth +the breakdown of the revenue by product category for the periods indicated. +Year ended 31 December +2023 2024 2025 +RMB’000 % RMB’000 % RMB’000 % +Coated separators . . . . . . . . . . . . . . . 1,837,029 61.6 2,541,055 72.5 3,017,028 74.0 +Wet process separators . . . . . . . . . . . 469,107 15.7 495,103 14.1 593,228 14.6 +Dry process separators . . . . . . . . . . . 675,727 22.7 469,995 13.4 466,589 11.4 +Total ........................ 2,981,863 100.0 3,506,153 100.0 4,076,845 100.0 +The table below sets forth the breakdown of the sales volume and average selling price by +product category for the periods indicated: +Year ended 31 December +2023 2024 2025 +Revenue +Sales +volume +Average +selling +price Revenue +Sales +volume +Average +selling +price Revenue +Sales +volume +Average +selling +price +thousand +m2 +RMB +per m 2 +thousand +m2 +RMB +per m 2 +thousand +m2 +RMB +per m 2 +C o a t e dS e p a r a t o r s........ 1 , 837,029 890,429 2.06 2,541,055 2,032,61 2 1.25 3,017,028 2,557,598 1.18 +W e tP r o c e s sS e p a r a t o r s ..... 469,107 443,937 1.06 495,103 610,979 0.81 593,228 828,981 0.72 +D r yP r o c e s sS e p a r a t o r s ..... 675,727 1,194,164 0.57 469,995 1,342, 354 0.35 466,589 1,278,077 0.37 +Total ................. 2,981,863 2,528,530 1.18 3,506,153 3,985,945 0.88 4,076,845 4,664,656 0.87 +In 2025, we accounted for a market share of app roximately 21.5%, and ranked first in the +global dry process battery separator market. At th e same year, we also ranked fourth in the global +wet process battery separator market, accounti ng for a market share of approximately 9.0%. +OUR CORE TECHNOLOGIES +According to Frost & Sullivan, we are the fi rst and one of the few enterprises in Chinese +Mainland with capabilities in all three types of lithium-ion battery separator production +technologies, namely dry process, wet process a n dc o a t e dp r o c e s ss e p arators. With in-house +experts across various disciplines, we have indepen dently developed a series of key technologies in +relation to the manufacturing of lithium-ion batte ry separators, such as the microporosity forming +technology, nanofibre coating t echnology. Utilising the core tech nologies that we developed, we +have also designed key manufacturing equipment in-house. +We have also developed key solid-s tate battery technologies, inc luding solid-state electrolyte +membranes and semi-solid-state electrolyte separat ors. Using these advancements, we have achieved +significant progress in both areas. +We are leveraging our expertise in battery sepa rators to expand into fu nctional membranes, +making advances in heat exchange, waterproof and breathable, and water treatment membranes. +Lithium-ion Battery Separator Technologies +Microporosity Forming Technology +Producing lithium-ion battery separators involv es forming a microporous structure, which is +crucial for lithium-ion movement between the cathode and anode. Key characteristics include pore +size, distribution and porosity, with smaller, more uniform pores enhancing production yield and +quality. Forming a microporous structure requires complex, nanoscale microporosity forming +techniques. Our proprietary technology allows us to accurately adjust and control the tensile +strength and dimensional stability of separators, thereby producing se parators with appropriate pore +size, pore distribution and porosity. +BUSINESS +–1 3 2– + + +--- page 142 --- +When producing dry process separators for lithium-ion batteries, uniaxial stretching is used to +create a microporous structure by stretching a precursor film in one direction. We are the first +Chinese company to master the dry process uniaxial stretching technology and thus become the first +domestic enterprise to achieve mass production of dry process separators, breaking the monopoly of +overseas enterprises. Our corre sponding research result won the First Prize of State Science and +Technology Progress Award in 2024 and the First Prize of Science and Technology Progress of +Ministry of Education ( 教育部科技進步一等獎) in 2023. It was also certified as International +Leading Level Technological Achievement by Sichuan Institute of Scientific and Technological +Information ( 四川省科學技術信息研究所). With this proprietary technology, our dry process +separators feature a high melting point of 160–175 °C and minimal thermal shrinkage of less than +5% at 120 °C, providing excellent thermal stability and st rong anti-oxidation resistance for enhanced +safety. Currently, our dry process separator produ ction lines are in the process of being upgraded to +the sixth-generation production line, representi ng an increase of 40% in efficiency compared to the +previous generation, surpassing that of most comp etitors, which typically achieve 15 to 25% gains in +output per upgrade cycle. +We first acquired the techniques of producing wet process separators in 2006 and realised mass +production of wet process lithium-ion battery separators in 2014. Over the years, we focused on +upgrading the wet process separators, with brea kthroughs in production of ultra-thin and wide +battery separators. We kept invest ing in the advanced technology of ultra-thin and high-strength +battery separators, which enhances battery energy density while ma intaining safety performance. +Our relevant research project was awarded Sec ond Prize of Science and Technology Progress of +Guangdong Province ( 廣東省科技進步獎二等獎) and certified as the International Advanced Level +Scientific and Technological Achievement by Guangdong Materials Research Society ( 廣東省材料研 +究学會). Leveraging our technology on wet process separ ators, our wet process products provide not +only excellent mechanical properties but also optima l charge-discharge cycles, ensuring reliable and +safe battery operation, with robust puncture strength, controlled por osity and specific breathability +ranges. +Nanofibre Coating Technology +The nanofibre coating t echnology utilises low-dimensi onal nanomaterials as composite +reinforcement materials, which are selecte d based on their general characteristics and +electrochemical performance. The resulting composite separator coating has a thickness of less +than one μm, with heat resistance exceeding 180 °C and a breakdown temperature higher than 180 °C, +which is significantly superior to current mainst ream coated separator p roducts and separator +coating technologies in terms of thermal stabilit y, mechanical strength and safety performance. +When applied to batteries, this technology enhan ces the gravimetric energy density by 1% and the +volumetric energy density by 0.5%. In a fully charged oven test at 200 °C, the battery’s thermal +runaway time increased from 600 seconds to 800 seconds, demonstrating substantial improvements +in both thermal safety and energy density, outperfo rming competing products in the industry, which +typically exhibit thermal runaway within 5 00 to 700 seconds under similar conditions. +Taking advantage of our advanced nanofibre coating technology, our nanofibre coated +separators offer high temperature resistance, high strength and fast wettability, effectively slowing +heat transfer and providing essential support fo r battery safety. These ne w products enhance the +overall performance and lifespan of lithium-ion batteries by improving safety, energy density and +charging speed. Our research project on high-performance nano-coated composite separators won +the First Prize of Technological Invention ( 科技發明獎一等獎) awarded by China Petroleum and +Chemical Industry Federation ( 中國石油和化學工業聯合會). +BUSINESS +–1 3 3– + + +--- page 143 --- +Manufacturing Equipment Designed In-House +The manufacturing of separators, in particular the wet process separators, involves complex +production techniques and processes. Manufactur ing equipment for lithium-ion battery separators +must be both highly efficient and highly precise to meet the specifications of the customers and be +fully compatible with our production techniques and processes. As such, manufacturing equipment +must be tailored to the production techniques and processes for different types of separators. +Our R&D team is among one of the few companies in the industry that are capable of +researching and designing manufacturing equipm ent for both dry and wet process separators that is +highly compatible with our proprietary produc tion techniques. With respect to dry process, we +possess the key technologies for ext rusion equipment, casting equip ment and stretching equipment, +significantly advancing our local manufactur ing capabilities. With respect to wet process, we +participate in the customised design of the wet pr ocess equipment to ensure its compatibility with +our proprietary production technologies, so as to meet the high precision requirements of our +customers. In August 2023, we launched the wor ld’s first fifth-generation super wet process +production line, featuring width over eight metre s and an annual production capacity of 250 million +square metres. This achievement marks a more th an twofold increase in single-line capacity +compared to the fourth-generation wet proce ss line, setting a new industry benchmark for +production efficiency and creating a signific ant competitive advantage in equipment. See ‘‘ — +Manufacturing — Equipment and Machinery ’’ in this section for equipment details. Our in-house +designed manufacturing equipment enables us to p roduce high-quality separators with high level of +precision and production efficiency, while maki ng our production process more environmentally +friendly. We believe that our ind ependent equipment R&D capabilit ies differentiate us from our +peers and help mitigate the impact of the intense market competition. +Solid-State Battery Technologies +With the battery market shifting towards next-g eneration technologie s like solid-state and +semi-solid-state batteries, we are determined to seize this opportunity by investing in the R&D of +relevant membranes to upgrade our product portfolio and to stay ahead of market trends and +overcoming technical challenges to maintain our c ompetitive edge. Through rigorous R&D process, +we aim at offering advanced electrolyte separator s for semi-solid-state batteries and electrolyte +membranes for solid-state batteries, meeting the req uirements of high-end digital, power and energy +storage applications. +Semi-Solid-State Electrolyte Separator Technology +A semi-solid-state electrolyte separator is an imp ortant component in semi- solid-state batteries, +acting as an intermediate technolo gy between conventional liquid elect rolyte batteries and solid-state +batteries. Semi-solid-state electr olyte separators are produced using advanced composite coating and +integrated moulding technologies. Composite coat ing involves applying a semi-solid electrolyte onto +a separator substrate to enhance i onic conductivity and stability. Integrated moulding combines +fibre frameworks with solid electrolytes, resulting i n high strength, high lithium-ion conductivity and +low interfacial impedance. Semi-solid-state electr olyte separators are essential for semi-solid-state +batteries because they enhance safety by reducing the risk of leaks and fires associated with liquid +electrolytes. They also improve energy density, leading to more powerful and longer-lasting +batteries. Additionally, these separators offer better ionic conductivity and mechanical strength, +which boosts overall battery perf ormance and durability. They are cost-effective, utilising existing +lithium-ion battery manufacturing processes, and serve as a crucial bridge between current +lithium-ion batteries and future solid-state batte ries, facilitating techno logical advancements. +BUSINESS +–1 3 4– + + +--- page 144 --- +Our semi-solid-state electrolyte se parators, with a thicknesses range of 3 ~20μm, are engineered +for high-performance EVs, drones and robots. These separators feature superior low-temperature +performance, enhanced safety profiles and low interface resistance, making them ideal for advanced +battery solutions. For example, our LATP electrolyte membrane demonstrates excellent +low-temperature performance, with an improveme nt of around 8% in low-temperature cycling at +–25°C as compared to current lithium-ion battery se parators, surpassing that of most separators, +which typically exhibit capacity retention losses exceeding 10 to 15% under the same conditions. Our +semi-solid-state electrolyte sepa rator products have been designed to fully integrate with existing +in-house manufacturing processes. No significant adjustments to ou r production lines or equipment +are required, which ensures efficient transition to full-scale production. +In future, we plan to offer LATP-coated, PEO-coa ted and gel electrolyte composite separators, +all of which are compatible with current semi-solid-state battery designs. We launched LATP-coated +s e p a r a t o r si nA u g u s t2 0 2 5a n dw ep l a nt ol a u n c hP E O - c o a t e ds e p a r a t o r sa n dg e le l e c t r o l y t e +composite separators by the end of 2026. Our pr oduction capabilities support large-scale +manufacturing, enabling a steady supply to meet growing industry demand. The table below sets +forth certain details of our semi-solid-state electrolyte separators. +Products Series Main Specifications Characteristics Applications Current Stage +LATP-coated +Separator +. Thickness: 7–15 μm +. Breathability: +90–250s +. Porosity: 38–60% +. Puncture strength: +50–80gf +. Ultra-thin and +lightweight +. Excellent heat resistance +. High energy density +. Excellent low- and +high-temperature +performance +. High cycling stability +. High safety +Batteries for EVs, +consumer +electronics, energy +storage facilities, +drones and +humanoid robots +Launched +PEO-coated +Separator +. Thickness: 9–14 μm +. Breathability: +1,000–20,000s +. Porosity (substrate): +35–50% +. Puncture strength: +>50gf +. Highly reducti ve resistant +. Compatible with +lithium-ion metal +interface +. 100% polymer-coated +surface, with high Gurley +value and low impedance +. High puncture safety +. Excellent +high-temperature cycling +Batteries for +high-safety home +energy storage +systems and +electric +two-wheelers +Capable of mass +production +Gel Electrolyte +Composite +Separator +. Thickness: 3–7 μm +. Breathability: +30–100s +. Porosity: 50–70% +. Puncture strength: +>30gf +. Combines ultra-thin +profile with high +mechanical strength +. Suitable for automated +mass assembly +. Excellent wettability +. C a nb em a d ef r o mh i g h e r +heat-resistant +polypropylene material +High-safety EV +batteries +Capable of mass +production +BUSINESS +–1 3 5– + + +--- page 145 --- +Solid-State Electrolyte Membrane Technology +As a solid ionic conductor, solid-state electro lyte membrane is a key component in solid-state +batteries, replacing the liquid electrolytes typica lly found in conventional lithium-ion batteries. The +manufacturing of solid-state electrolyte mem brane mainly involves fibre nanofication and +pre-dispersion, solid electrolyte dispersion and g rinding, mixing pulping, wet integrated forming, +drying film formation, and other steps. Typically, w e use integrated moulding technology to combine +the fibre framework and solid electrolyte, which feat ures high strength, high lithium-ion conductivity +and low interfacial impedance. This addresse s the bottleneck issue in the production of the +solid-state electrolyte membrane — p oor contact between solid electrolytes and electrodes, leading to +slow kinetics, and chemo-mechanic al issues that cause contact loss or interphase form ation, reducing +efficiency. Solid-state electrolyte membranes pl ay a critical role in the advancement of solid-state +battery technologies, offering a range of import ant benefits. By replacing flammable liquid +electrolytes, they greatly improve safety, effectiv ely reducing the risks of l eakage and fire. Their +design allows for the use of lithium metal anodes, wh ich deliver significantly higher energy densities +than conventional graphite anodes. This contributes to the development of lighter, more powerful +batteries. In addition, these membranes provide sup erior mechanical and thermal stability, resulting +in batteries that are both longer lasting and more r eliable over time. Solid-state batteries equipped +with these membranes can achieve higher power densi ties and support faster charging, significantly +boosting overall performance. The adoption of so lid-state technology also enables innovative +battery configurations, including flexible and bipolar designs, which are essential for future +applications in consumer electronics, transportation vehicles and energy storage. +In the battery industry, solid-state electroly te membranes mainly face two major technical +challenges. Firstly, the production process is highly demanding, making large-scale manufacturing +difficult and resulting in extremely high costs. S econdly, achieving thin membranes is technically +challenging, and it is generally difficult to reduce the thickness of solid-state electrolyte membranes +to below 30 μm. By using integrated forming technology for production, we believe our electrolyte +membrane overcomes the difficulties of mass-prod uction, enabling large-scale manufacturing for +future applications and advancing the rapid commercialisation of solid -state batteries. Furthermore, +this integrated forming technology allows for fur ther membrane thinning, enhancing the energy +density of solid-state batteries. +We design solid-state electrolyte memb ranes with a thicknesses range of 7 ~30μm, targeting +high-end digital and power battery sectors. Ou r proprietary integrated moulding technology +combines a robust fibre framework with cutting-e dge solid electrolytes, resulting in membranes +offering high mechanical strength, impressive lithium-ion conductivity and low interfacial +impedance. For instance, we have developed an integrated, self-developed solid-state electrolyte +membrane features a tensile strength of at least 11MPa, a thickness of 25 μm or less, an oxidation +resistance potential above 5.0V, and an ionic conductivity of at least 0.5mS/cm, outperforming +membranes of competitors, which generally exhibit tensile strengths of 6 to 9 MPa, thicknesses +around 30 to 40 μm, and ionic conductivities below 0.3 mS /cm. These membranes address critical +challenges in solid-state battery separators, enab ling safer, more durable batteries that are ready for +mass production. Pilot-scale validation of solid-sta te electrolyte membranes has been completed, and +scale-up trials are underway, demonstrating o ur leadership in solid-state battery material +innovation. Our solid-state electrolyte membra ne products have been designed to fully integrate +with existing in-house manufacturing processes. No significant adjustments to our production lines +or equipment are required, which ensures efficient t ransition to full-scale production. We intend to +launch solid-state electro lyte membrane products in the second half of 2026. +BUSINESS +–1 3 6– + + +--- page 146 --- +Functional Membrane Technologies +In addition to our traditional lithium-ion battery separators, we intend to provide customers in +other fields with various kinds of functional m embranes, primarily including heat exchange +membranes, waterproof and breathable membranes and water treatment membranes. Currently, all +of our functional membranes below are fully developed and ready for market launch. We plan to +launch the following products as soon as we finish the market research and customer development. +All functional membrane products have been desi gned to fully integrate with existing in-house +manufacturing processes. No significant adjus tments to our production lines or equipment are +required, which ensures efficient tra nsition to full-scale production. +. Heat exchange membranes : Our heat exchange membranes typically feature a thickness +ranging from 20 to 30 μm, an air permeability of 0.01 ~0.03 μm/Pa ‧s, and a puncture +strength of 300 grammes or higher based on the t hinnest specification. These membranes +are widely employed in air ventilation and e nergy recovery systems for large-scale +buildings, such as hospitals, shopping centr es and office buildings. They are also utilised +for home air quality improvement, industrial w aste heat recovery, and initiatives aimed at +reducing. +. Waterproof and breathable membranes : Our waterproof and breathable separators have a +standard basis weight of 65–75g/m +2 and a light weight of 8.5g/m 2. They offer excellent +waterproof performance, withstanding hydr ostatic pressures up to 120kPa, and provide +high breathability at 8,500g/(m 2‧24h). With a strong machine direction tensile strength +of 1,400Kgf/cm 2, these separators are commonl y used in outdoor apparel where +durability, comfort and weather resistance are essential. +. Water treatment membranes : Our water treatment membranes typically have a coated +thickness range of 20 to 30 μm, a porosity range of 35% to 60% and a desalination +efficiency of over 99%. Water treatment membranes are currently widely applied to +municipal water treatment, purification of domestic water, seawater desalination, and +lithium extraction from salt lakes. +As our existing R&D centres and platforms continue to deepen our research on functional +membranes, and with our new overseas manufacturin g bases come into operation, we believe that the +sales of functional membranes w ill continuously facilitate the diversification of our product +portfolio. +RESEARCH AND DEVELOPMENT +We are dedicated in the R&D of the underlying t echnologies, product development and design +of manufacturing equipment for lithium-ion battery separators and other functional membranes. +Further, we place increasing emphasis on the R&D of other relevant products, including +semi-solid-state electrolyte separators, solid-sta te electrolyte membranes, functional membranes +and semiconductor mate rials. We are devoted to strengthening our R&D capabilities by enhancing +our global R&D teams, centres and platforms, thro ugh which we gain access to the latest knowledge +and technologies in polymer materials, new en ergy, nanotechnology, lithium-ion battery and +semi-solid-state and s olid-state battery. +We continue to invest substantial capital in R&D and innovation. For the years ended 31 +December 2023, 2024 and 2025, our research and development expenses amounted to RMB242.5 +million, RMB248.0 million and RMB278.4 million, respec tively, representing 8.1%, 7.1% and 6.8% +of our revenue for the same periods, respectively. +Our R&D capabilities have enabled us to independ ently develop a series of key technologies. +See ‘‘— Our Core Technologies ’’ in this section. Our achieveme nts in R&D have been recognised by +the market, governmental authorities and industry associations. For instance, our breakthrough +research result on the production of dry proces s separator was awarded the First Prize of State +Science and Technology Progress Award by the State Council, making us the only company in the +lithium-ion battery industry to receive this prestigious award. See ‘‘— Awards and Recognitions ’’ in +this section for details on our awards and recogn ition during the Track Record Period. Our R&D +BUSINESS +–1 3 7– + + +--- page 147 --- +capabilities lay a strong foundation for our conti nuous business expansion in the mid- to high-end +markets both domestically and overseas. We will c ontinue to strengthen our competitiveness by +improving our R&D capabilities. +Our R&D Team +The technology for manufacturing lithium-ion batte ry separators involves multiple disciplines, +including polymer science, material processing , nanotechnology, electrochemistry, surface and +interface science, mechanical en gineering and automatic control technology. As such, we have +attracted talents in these disciplines who f o r mo u rt e a m .A sa t3 1D e c e m b e r2 0 2 5 ,w eh a da nR & D +team of 699 members, accounting for over 13.7% of our total employees. We have developed internal +policies to promote inventions, forming of ideas, d iscoveries, improveme nts and development of +copyrightable materials by our employees and to compensate employees for their R&D +contributions. +In addition, we have established a technical committee responsible for reviewing and approving +our strategic planning for technology R&D and new product development. This committee assesses +new technology R&D projects, major product innovat ion initiatives, the introduction of patented +technologies, and new equipment se lection, efficiently guiding the overall direction of our scientific +research. The committee includes industry experts with extensive knowledge and years of R&D +experience in lithium-ion battery separators and o ther functional membranes. Most members of our +technical committee are senior engineering experts within our Group and many of them have been +with us for over a decade. +Our Global R&D Centres +Headquartered in Shenzhen, we have established domestic and overseas R&D centres to gain +access to frontier technologies. Domestically, our Shenzhen R&D headquarter focuses on +mainstream lithium-ion battery separator t echnology and cutting-edge membrane product +development, while our Nantong R&D centre, collaborating closely with our manufacturing bases +in Eastern China, devoted itself to the refinement o f the mass production process. Internationally, +our Japan R&D centre leverages local advantages in fine chemicals to delve into high-end coating +technology, while our Sweden R&D centre takes advantage of the precision equipment in Europe to +develop customised products. Our global R&D netw ork has allowed us to achieve breakthroughs in +the key production technologies and manufacturing equipment, which laid a solid foundation for the +development of cutting-edge lithium-ion battery separators, functional membranes and other +advanced membrane products. +The table below sets forth certain details of our global R&D centres. +R&D Centre Details Highlights +Domestic Research and Development Centres +Frontier Technology +Research Institute ( 前 +沿技術研究院) +Located at Shenzhen, China +E s t a b l i s h e di n2 0 2 2 +. Focus on the development of key materials and key +technologies for lithium-ion battery separators, such +as electrolyte membranes, electrocatalytic membranes +and ultra-light membranes +. Explore new product application fields and +industrialise new produc ts, including hollow fibre +membranes and water treatment membranes +Membrane Technology +Research Institute ( 隔 +膜技術研究院) +Located at Shenzhen, China +E s t a b l i s h e di n2 0 1 1 +. Focus on the design and development of mainstream +lithium-ion battery separator materials and products +. Responsible for the development and implementation +of annual plans for product and technology +advancement across various research institutes and +manufacturing bases +BUSINESS +–1 3 8– + + +--- page 148 --- +R&D Centre Details Highlights +Equipment Centre +(設備中心) +Located at Shenzhen, China +E s t a b l i s h e di n2 0 1 5 +. Focus on the development and design of new +equipment, as well as the selection, introduction, +installation and commissioning of new production +lines +. Carry out technical improvement and +equipment-related management at our manufacturing +bases +. Responsible for the planning and layout of new +manufacturing bases +Eastern China Technology +Research Institute ( 華 +東技術研究院) +Located at Nantong, China +E s t a b l i s h e di n2 0 2 3 +. Provide technical services for manufacturing bases in +Eastern China +. Focus on the R&D of adhesive products, aramid +products, thin high-strength substrates and +heat-resistant products +. Responsible for the preparation of product samples +and their transition into mass production +. Collaborate with universities and research +institutions on the simulation and design of certain +parts of our process production line +Overseas Research and Development Centres +Senior Osaka Japan +Research Institute +Joint-Stock Company +(株式會社星源日本大版 +研究院) +L o c a t e di nO s a k a ,J a p a n +E s t a b l i s h e di n2 0 1 7 +. Focus on the development of advanced membrane +technologies on solid-stat e electrolyte membranes +and semiconductor materials +. Leverage local advantages in fine chemicals such as +high-performance ultra-high molecular weight PE +and solid PEO-PPO materials +Senior Europe Research +Institute ( 星源材質（歐 +洲）研究院) +L o c a t e di nE s k i l s t u n a , +Sweden +E s t a b l i s h e di n2 0 2 3 +. Design high-end customised products for European +customers, including industry leading lithium-ion +battery suppliers in France and Germany +Our R&D Platforms +Our R&D platforms comprise in-house R&D platfo rms, which are established subject to filing +and approval by the local government, and industry-academia-research platforms, which enable us +to collaborate with academic institutions worl dwide. These platforms differ from our R&D centres +in that (i) in-house R&D platforms require filing w ith the relevant government authorities and (ii) +industry-academia-resea rch platforms involve collaboration with other parties, such as universities, +while our R&D centres are generally established by ourself and without any requirement of filing +with government authorities. +Our fundamental R&D and product development are centred around our proprietary +technologies for the manufacturing processes of separators and our proprietary design of +manufacturing equipment. With the support of the government and relevant authorities, we have +established multiple R&D platforms of lithium-i on battery separators. Our R&D platforms provide +the infrastructure for us to focus on the R&D of raw materials, product development, manufacturing +techniques, manufacturing equipment and applications of lithium-ion battery separators as well as +technological innovations in other functional membranes. Leveraging our R&D platforms, we have +established a project-centred R&D process, following the workflow of topic selection, launch of pilot +projects, R&D and applicat ion of our technologies. +BUSINESS +–1 3 9– + + +--- page 149 --- +In-House R&D Platforms +The table below sets forth certain details of our in-house R&D platforms. +R&D Facility Details Highlights +National-Local Joint +Engineering Research +Centre for High-End +Lithium-ion Battery +Separator Preparation +and Testing +Technology ( 高端鋰電 +池隔膜製備及檢測技術 +國家地方聯合工程研究 +中心) +Located at Shenzhen, China +E s t a b l i s h e di n2 0 1 8 +National-level research centre +recognised by NDRC +. A competitive lithium-ion battery separator R&D +platform in the country +. Focus on the research of polymer lithium-ion battery +separator materials +. Enhanced R&D by increasing equipment investments +and recruiting high-end talents +. Establish innovative system for high-safety, +high-strength, ultra-thin and functionalised +separators +Shenzhen Lithium-ion +Battery Separator +Engineering Centre ( 深 +圳市鋰電子電池隔膜工 +程中心) +Located at Shenzhen, China +E s t a b l i s h e di n2 0 0 9 +. Focus on innovative membrane-forming technology, +coating technology and new material technology +. Capable of preparing R&D sample for our customers +. Develop distinctive products such as high-molecular +porous separators, PI coa ted products and aramid +coated separators +Shenzhen Polymer +Materials Special +Functional Membrane +Engineering +Laboratory ( 深圳高分 +子材料特種功能膜工程 +實驗室) +Located at Shenzhen, China +E s t a b l i s h e di n2 0 1 2 +. +Focus on R&D and application of new functional +polymer membranes +. Engage in R&D, engineering production, application +consultancy, problem diagnosis and solution +provision +Shenzhen Functional +Membrane Enterprise +Technology Centre ( 深 +圳市功能膜企業技術中 +心) +Located at Shenzhen, China +E s t a b l i s h e di n2 0 1 7 +. Focus on optimising the production process across all +stages of functional membrane development +. Advance the development of high-end separator +products through material formulations, functional +raw material development, efficient processes, +control technologies and proprietary equipment +Industry-Academic-Research Platforms +Our industry-academic-research platform scheme creates a collaborative framework that brings +together the industry experts, academic institutio ns and our in-house research platforms to work on +various meaningful R&D projects. While we genera lly provide resources such as achievements from +our previous research projects, funding, equipment and offices for the R&D projects, our R&D +partners, namely renowned universities, offer resou rces including training a nd instruction, research +team and historical experimental data. Through such collaboration, we cultivate R&D talents and +conduct the R&D in the production technology of high-quality lithium-ion battery separators, as +well as the research on other functional membranes. +The table below sets forth certain details of ou r industry-academic-research platforms. +Academic Institution Details and Highlights +Sichuan University . A joint laboratory co-founded in October 2007 for the +purpose of test analysis and research collaboration in +relation to dry and wet process separators +. Dry process separator project won the First Prize of State +Science and Technology Progress Award +Tsinghua University . Collaboration began in Octobe r 2021 to carry out research +on separator coating technology +. Jointly developed nanofibr e-coated products and fibre +dispersion technology, winning the First Prize of +Technological Invention by China Petroleum and Chemical +Industry Federation +BUSINESS +–1 4 0– + + +--- page 150 --- +Academic Institution Details and Highlights +South China University of +Technology +. A centre for membrane material experiments and analysis, as +well as talent cultivation +. Cultivated five postdoctoral researchers for our talent pool +We established long-term collaborations with ext ernal partners to provide additional technical +proficiency to advance our R&D efforts. The salient terms of our joint research and development +agreement with global academic institut ions typically include the following: +. Ownership of Intellectual Property Rights. Each party retains ownership of its pre-existing +intellectual property. The jointly developed intellectual property rights are generally +owned by the Company. +. Duration . Typically spans a period of two to five years, depending on the agreed project +scope. Agreement can be renewed through negotiation upon determination. +. Confidentiality . Parties are typically required to t reat any commercial and technical +information which is not yet known to the public as a trade secret and with strict +confidence. +. Payment of R&D costs. Typically, R&D costs are made to the academic institutions based +on the progress of the R&D as specified in the agreement. +In addition to collaborations with domestic academic institutions, we have further established +strategic partnerships with sev eral key customers which are renowned overseas lithium-ion battery +manufacturers. We typically develop the production processes and the product specifications based +on specific needs of these key customers to ensure we meet their requirements as well as the stable +supply and high performance of our products. Moreover, we actively collaborate with potential +suppliers and other research institutions on the R&D of lithium-ion battery separators. +The salient terms of our joint research and development agreement with our customers, +potential suppliers and other research inst itutions typically include the following. +. Ownership of Intellectual Property Rights . Each party retains ownership of its pre-existing +intellectual property. Ownership of jointly d eveloped intellectual property is determined +as contractually agreed. +. Duration . Typically spans a period of one to five years, depending on the agreed project +scope. +. Confidentiality . Parties are typically required to t reat any commercial and technical +information involved as a trade secret and wit h strict confidence, which may be extended +for a specified period after the termination of the agreement. +. Allocation of Costs . Generally shared by participants as contractually agreed. +SALES AND MARKETING +As our customers are located in different countries and regions, we plan, organise and +participate in marketing activities through a combination of online and offline channels. We +promote our products and brand through our website and brochures, organise or co-host marketing +conferences, participate in domestic and overseas industry exhibitions and meetings, attend +customer-supplier conferences and organise online communication with major customers from +time to time. For marketing in overseas markets , we have set up offices and subsidiaries in Japan, +Malaysia, Singapore and Sweden to conduct diversif ied marketing and customer service activities. +Specifically, in Chinese Mainland, We solicits n ew customers primarily by participating in trade +exhibitions and through online promotion, such as official social media accounts. In overseas +markets, new customers are acquired mainly via promotional activities on platforms such as +LinkedIn. +BUSINESS +–1 4 1– + + +--- page 151 --- +We invest in sales and marketing to strengthe n our leadership position in the lithium-ion +battery separator manufacturer industry and promote our products and services. For the years ended +31 December 2023, 2024 and 202 5, our selling expenses amoun ted to RMB38.7 million, RMB37.1 +million and RMB42.8 million, respectively, represen ting 1.3%, 1.1% and 1.0% of our total revenue +d u r i n gt h es a m ep e r i o d s . +Sales Network +During the Track Record Period, we sold our products primarily through direct sales to +customers, which are primarily domestic and ove rseas manufacturers of lithium-ion batteries +including LG Energy Solution, Samsung SDI, AESC, Murata, SK On, SAFT, CATL, BYD, Gotion +High-tech, CALB, EVE Energy and Sunwoda. Through direct sales, we have established close and +direct connection with our customers and are able to gain firsthand understanding of customers’ +technologies and business development plans, propose technical solutions and product selections and +help customers solve problems. +Given our business expansion, we manage our sa les and orders primarily by region to address +the wide geographic distribution, development of technologies and differences in production scales +of our different customers. Through this approach, we can promptly respond to evolving customer +needs. +The salient terms of framework sales agreem ents with our customers are set out below. +. Service scope . We provide customers with lithium-ion battery separator products and +relevant services. The specific models and quantities are specified in each procurement +order under the framework agreement. +. Duration. Generally ranges from one to 10 years and may be renewed upon expiry. +. Pricing . As negotiated by both parties in each separate procurement order. +. Confidentiality . Parties are typically required to t reat any commercial and technical +information which is not yet known to the public as a trade secret and with strict +confidence. +. Payment . All payments as specified in each separate procurement order, and invoices are +issued to customers. +. Credit terms . Generally within 180 days. +. Product warranty . A standard product warranty of 12 months is typically included. +. Return and exchange policy . Customers shall inspect and examine the products before the +acceptance. In case any defect is discovered, the customer has the option to request us to +exchange the defected products or provide a refund. +. Termination . The agreement can only be terminated by mutual agreement of both parties. +During the Track Record Period, we also engage d individual sales agents to facilitate sales to +certain overseas customers. The number of sales agents engaged by us was limited, comprising one +a g e n ti n2 0 2 3 ,t w oa g e n t si n2 0 2 4 .I n2 0 2 4 ,w es t a r t e dt h et r a n s i t i o nt oad i r e c ts a l e sm o d e lf o r +overseas markets. The transitio n to a direct sales model was driven by our strategic objective to +deepen customer relationships, enhance servi ce quality and responsi veness and improve our +understanding of local market dynamics. By engaging directly with overseas cu stomers, we are better +positioned to provide tailored technical support, respond promptly to customer requirements and +capture a greater share of the value chain, which we believe will support the long-term growth of our +overseas business. The transitio n was completed by the end of 2024 and we did not engage any sales +agents in 2025. In 2023, 2024 and 2025, our revenue generated through sales agents amounted to +RMB657.9 million, RMB83.1 million and nil, respectively. +During the Track Record Period and up to the Latest Practicable Date, to the best knowledge +of our Directors, our Group did not have any material disputes with its customers or face any major +return of defective products. +BUSINESS +–1 4 2– + + +--- page 152 --- +Global Sales Network +We are primarily engaged in R&D, designing, manufacturing and sale of lithium-ion battery +separators to both overseas and domestic markets . We initially targeted customers in the PRC and +started to expand into the overseas market in 2012. As at the Latest Practicable Date, we have +established market presence across multiple count ries and regions including key global markets such +as Chinese Mainland, South Korea, Japan, the SEA and Europe. We are actively exploring emerging +markets in the Middle East, Africa, Oceania and South America. +We became one of the pioneers to export lithium-ion battery separators with advanced +functionalities to these regions and have establishe d long-term relationships with leading lithium-ion +battery manufacturers. With the increasing demand f or lithium-ion batteries in overseas market, we +reap the benefit of early establishment of the rela tionship with these customers and successfully +increased the sales volume of our products over the Track Record Period. +The following table sets forth the breakdown of our revenue by geographic region in 2023, 2024 +and 2025. +Year ended 31 December +2023 2024 2025 +RMB’000 % RMB’000 % RMB’000 % +Chinese Mainland . . . . . . . . . . . . . . . 2,512,646 84.3 3,105,179 88.6 3,508,624 86.1 +Others (1) ..................... 4 6 9 , 2 1 7 1 5 . 7 4 0 0 , 9 7 4 1 1 . 4 5 6 8 , 2 2 1 1 3 . 9 +Total ........................ 2,981,863 100.0 3,506,153 100.0 4,076,845 100.0 +Note: +(1) Others primarily consisted of South Korea, Japan, SEA and Europe. +During the Track Record Period, our revenue experienced an increasing trend, primarily driven +by the increase in revenue generated from Chine se Mainland. However, with the commencement of +operations at our overseas manufacturing bases, we e xpect a significant increase in our overseas sales +in the foreseeable future. +During the Track Record Period, we primarily sold coated separator products to the U.S. The +amounts of our separator products sales to the U.S. is RMB1.6 million, RMB9.9 million and +RMB64.1 million in 2023, 2024 and 2025, respectively. +Quality Warranty +Our warranty period is typically 12 months but may vary depending on the product type, +product quantity and local regulatory requirements. During the warranty period, our customers may +request our technical specialists to replace defective parts and components free of charge. If our +product has a material structural or mechanical defect, as examined and confirmed by our skilled +technicians, we will replace the product or its components at the request of our customer. +Following the expiration of the warranty period, we supply parts and components to our +customers for a fee based on the services required. During the Track Record Period, we have not +received any material complaints from our customers. +During the Track Record Period and up to the Late st Practicable Date, we had not experienced +any material product return an d nor had we received any materi al complaints regarding our +products. Our Directors consider that the quality of our products are generally stable and no +provision for product return had been made during the Track Record Period. +BUSINESS +–1 4 3– + + +--- page 153 --- +Pricing +We have developed a standardised pricing refer ence for our sales and marketing team. We set +prices based on the acceptability by our customers on one hand and our profitability on the other +hand, taking into account a number of factors incl uding, among others, costs of raw materials, size +of purchase orders, customer purchase quantities, customer relationships, market competition and +the prevailing market prices for separators in the ta rget sales regions. In a ddition, we reserve the +right to further adjust the price for our produc ts when we observe dramatic fluctuations in the +market price of key raw materials. +Our Sales and Marketing Team +Our in-house sales and marketing team provides products and value to our customers with an +in-depth understanding of our cus tomers’ businesses and industries . With over 20 years of industry +experience, our sales and marketing team is abl e to anticipate customers’ needs. Our sales and +marketing team also works closely with our R&D team in product development, so as to address the +common pain points faced by our customers. As at 31 December 2025, we had a sales and marketing +team with 66 members. +We formulate our sales and marketing strategie s annually based on our strategic objectives, +business performance goals, market environment and customer relationships. Following our annual +sales and marketing strategies, we set and assi gn sales and marketing targets on a monthly and +quarterly basis. In addition, we have establishe d a performance evaluation mechanism to conduct +regular performance evaluations and provide in centives for the sales and marketing personnel. +CUSTOMERS +Our major customers are primarily lithium-ion ba ttery manufacturers. We derived substantially +all of our revenue from the sales of our lithium-i on battery separators during the Track Record +Period. +As our products are applicable to lithium-ion batteries for a wide range of end use, including +transportation vehicles, electrical energy stora ge facilities, industrial machinery and consumer +electronics, we have a broad and diverse customer base. With the active expansion of our domestic +and overseas business in recent years, our customers comprise of leading lithium-ion battery +manufacturers both in Chinese Mainland and abroad. Our major customers include LG Energy +S o l u t i o n ,S a m s u n gS D I ,A E S C ,M u r a t a ,S KO n ,S A F T ,C A T L ,B Y D ,G o t i o nH i g h - t e c h ,C A L B , +EVE Energy and Sunwoda. +In the years ended 31 December 2023, 2024 and 2025, our top five customers in each year +together generated RMB1,903.5 million, RMB1 ,785.9 million and RMB2, 485.0 million of revenues, +respectively, accounting for 63.8%, 50.9% and 6 0.8% of our total revenue, respectively. In 2023, +2024 and 2025, revenue from our largest custo mer in each year amounted to RMB795.2 million, +RMB460.4 million and RMB669.5 million, accounti ng for 26.7%, 13.1% and 16.4% of our total +revenue, respectively. +BUSINESS +–1 4 4– + + +--- page 154 --- +The following table sets forth the details of our top five customers for each year during the +T r a c kR e c o r dP e r i o d . +Rank Customer Products Sold +Transaction +Amount +Percentage +of Total +Revenue +Business +Relationship +Since Business Background Credit Term +(RMB in +millions) (%) +For the Year Ended 31 December 2023 +1 Customer A dry process, wet +process and +coated +separators +795.2 26.7 2012 Headquartered in South +Korea, a company operating +in various industries, +including electronics, +chemicals, +telecommunications, and +services +90 days +2 Customer B dry process and +coated +separators +367.0 12.3 2008 Headquartered in Chinese +Mainland, a company +specialising in the +manufacture of EVs and +batteries +60 days +3 Customer C dry process, wet +process and +coated +separators +275.5 9.2 2018 Headquartered in Chinese +Mainland, a company +specialising in the +development and +manufacturing of +lithium-ion batteries for EVs +and energy storage systems +90 days +4 Customer D dry process and +coated +separators +242.7 8.1 2010 Headquartered in Chinese +Mainland, a company +specialising in the research, +development, production, +and sales of lithium-ion +batteries +90 days +5 Customer E wet process and +coated +separators +223.0 7.5 2015 Headquartered in Chinese +Mainland, a company +specialising in the research, +development, production, +and sales of lithium-ion +batteries and related +materials +120 days +BUSINESS +–1 4 5– + + +--- page 155 --- +Rank Customer Products Sold +Transaction +Amount +Percentage +of Total +Revenue +Business +Relationship +Since Business Background Credit Term +(RMB in +millions) (%) +For the Year Ended 31 December 2024 +1 Customer A dry process, wet +process and +coated +separators +460.4 13.1 2012 Headquartered in South +Korea, a company operating +in various industries, +including electronics, +chemicals, +telecommunications, and +services +90/135 days +2 Customer B dry process, wet +process and +coated +separators +373.0 10.6 2008 Headquartered in Chinese +Mainland, a company +specialising in the +manufacture of EVs and +batteries +60 days +3 Customer F dry process, wet +process and +coated +separators +337.3 9.6 2017 Headquartered in Chinese +Mainland, a company +specialising in the research, +development, production, +and sales of lithium-ion +batteries +90 days +4 Customer G dry process, wet +process and +coated +separators +311.1 8.9 2019 Headquartered in Chinese +Mainland, a company +specialising in the research, +development, production, +and sales of lithium-ion +batteries and related +materials +120/180 days +5 Customer E wet process and +coated +separators +304.0 8.7 2015 Headquartered in Chinese +Mainland, a company +specialising in the research, +development, production, +and sales of lithium-ion +batteries and related +materials +120 days +For the Year Ended 31 December 2025 +1 Customer F dry process, wet +process and +coated +separators +669.5 16.4 2017 Headquartered in Chinese +Mainland, a company +specialising in the research, +development, production, +and sales of lithium-ion +batteries +90 days +2 Customer A dry process and +coated +separators +510.9 12.5 2012 Headquartered in South +Korea, a company operating +in various industries, +including electronics, +chemicals, +telecommunications, and +services +90/135 days +3 Customer G dry process, wet +process and +coated +separators +474.8 11.6 2019 Headquartered in Chinese +Mainland, a company +specialising in the research, +development, production, +and sales of lithium-ion +batteries and related +materials +120 days +4 Customer B dry process and +coated +separators +453.8 11.1 2008 Headquartered in Chinese +Mainland, a company +specialising in the +manufacture of EVs and +batteries +60 days +5 Customer E wet process and +coated +separators +376.0 9.2 2015 Headquartered in Chinese +Mainland, a company +specialising in the research, +development, production, +and sales of lithium-ion +batteries and related +materials +120 days +BUSINESS +–1 4 6– + + +--- page 156 --- +During the Track Record Period, we had sign ificant customer concentration in NEVs and +energy storage systems industries, with all of ou r top five customers for each year during the Track +Record Period being part of the value chain of the abovementioned industries. In 2023, 2024 and +2025, our revenue generated from our five largest customers in each year accounted for 63.8%, +50.9% and 60.8% of our total revenue in each year, respectively. The new energy vehicle and energy +storage systems industries are rapidly evolving, policy-driven sectors that underpin global +decarbonisation efforts by emphasising the development of EVs and advanced lithium-ion battery +technologies. Our business is closely linked to t he market outlook and regulatory environment of +these industries, as demand for our separator products is driven in part by the production and sales +of lithium-ion batteries and related end products, which directly reflect demand and activity in such +industries. See ‘‘Risk Factors — Risks Relating to Our Business and Industry — Our business is subject +to the market forces in the new energy vehicle and energy storage industries and our results are +dependent in part on the changes in our customers’ industries and market demand for their end +products. ’’ +D u r i n gt h eT r a c kR e c o r dP e r i o da n du pt ot h eL atest Practicable Date, we were in material +compliance with the terms of agreements or p urchases (as the case may be) with our major +customers, and we had not experienced any circu mstances leading to early termination of the +agreement or any contractual disputes with or claims by our major customers that would have a +material and adverse effect on our operations. +None of our Directors or their respective close associates or any Shareholder holding more +than 5% of our issued share capital held any interest in any of our top five customers in each year +during the Track Record Period. +RAW MATERIALS AND SUPPLIERS +Our Suppliers +We purchase raw and auxiliary materials and othe r auxiliary materials directly from suppliers. +The main raw materials used for production of lithium-ion battery separators include thermal +plastics such as PP and PE, additives, pack aging and auxiliary production materials. +In the years ended 31 December 2023, 2024 and 2025, our cost of raw materials were RMB693.7 +million, RMB1,271.1 million and RMB1,410.3 million, re spectively, accounti ng for 41.0%, 50.4% +and 44.2% of costs of sales in the same year, respectively. +In the years ended 31 December 2023, 2024 and 2025, purchases from our top five suppliers in +each year amounted to RMB499.7 million, RMB715 .4 million and RMB919.3 million, respectively, +representing 47.5%, 44.2% and 48.0% of our total purchases of raw materials, respectively. In +addition, purchases from our largest supp lier in each year amounted to RMB208.5 million, +RMB210.6 million and RMB262.2 million respectivel y, representing 19.8%, 13.0% and 13.7% of +our total purchases of raw materials in 2023, 2024 and 2025, respectively. +BUSINESS +–1 4 7– + + +--- page 157 --- +The following table sets forth the details of our top five suppliers for each year during the +T r a c kR e c o r dP e r i o d . +Rank Supplier +Products +Procured +Transaction +Amount +Percentage +of Total +Purchase +Business +Relationship +Since Business Background Credit Term +(RMB in +millions) (%) +For the Year Ended 31 December 2023 +1 Supplier A Thermal plastic 208.5 19.8 2013 Headquartered in South +Korea, a company +specialising in the +production of petrochemical +products +Prepayment in full +2 Supplier B Thermal plastic 147.7 14.0 2020 Headquartered in South +Korea, a company with +business operations covering +petrochemicals, chemical +materials, energy, and +related fields +Prepayment in full +3S u p p l i e r C T h e r m a l +plastic, +hardware +accessories +53.4 5.1 2019 Headquartered in Japan, a +company specialising in the +research, development and +production of high-purity +chemicals, functional films, +and precision materials for +use in semiconductors, +display panels (LCD/ +OLED), photovoltaics, and +electronic components +Prepayment in full +4 Supplier D Slurry 46.0 4.4 2022 Headquartered in Chinese +Mainland, a company +specialising in the research, +development, production, +and sales of chemical +products +30 days after +receipt of +products +5 Supplier E Slurry 44.2 4.2 2019 Headquartered in Chinese +Mainland a company +specialising in the research, +development, manufacture +and sale of inorganic +materials used in safety +coating materials for +separators +60 days after the +end of each +month +BUSINESS +–1 4 8– + + +--- page 158 --- +Rank Supplier +Products +Procured +Transaction +Amount +Percentage +of Total +Purchase +Business +Relationship +Since Business Background Credit Term +(RMB in +millions) (%) +For the Year Ended 31 December 2024 +1 Supplier B Thermal plastic 210.6 13.0 2020 Headquartered in South +Korean, a company with +business operations covering +petrochemicals, chemical +materials, energy, and +related fields +Prepayment in full +2 Supplier A Thermal plastic 184.8 11.4 2013 Headquartered in South +Korea, a company +specialising in the +production of petrochemical +products +Prepayment in full +3 Supplier D Slurry 141.4 8.7 2022 Headquartered in Chinese +Mainland, a company +specialising in the research, +development, production, +and sales of chemical +products +30 days after +receipt of +products +4 Supplier E Slurry 117.9 7.3 2019 Headquartered in Chinese +Mainland, a company +specialising in the research, +development, manufacture +and sale of inorganic +materials used in safety +coating materials for +separators +60 days after the +end of each +month +5 Supplier F Thermal plastic 60.7 3.8 2020 Headquartered in Chinese +Mainland, a company +mainly engaged in the sales +and service of chemical +products +Prepayment in full +For the Year Ended 31 December 2025 +1 Supplier B Thermal plastic 262.2 13.7 2020 Headquartered in South +Korea, a company with +business operations covering +petrochemicals, chemical +materials, energy, and +related fields +Prepayment in full +2 Supplier D Slurry 220.3 11.5 2022 Headquartered in Chinese +Mainland, a company +specialising in the research, +development, production, +and sales of chemical +products +30 days after +receipt of +products +3 Supplier A Thermal plastic 214.8 11.2 2013 Headquartered in South +Korea, a company +specialising in the +production of petrochemical +products +Prepayment in full +4 Supplier E Slurry 128.0 6.7 2019 Headquartered in Chinese +Mainland, a company +specialising in the research, +development, manufacture +and sale of inorganic +materials used in safety +coating materials for +separators +60 days after the +end of each +month +5 Supplier G Packaging +materials +94.0 4.9 2024 Headquartered in Chinese +Mainland, a company +specialising in the research +and development, +production and sales of +paper products +60 days after +receipt of +products +BUSINESS +–1 4 9– + + +--- page 159 --- +During the Track Record Period, we purchas ed raw materials from the U.S., primarily +including infrastructure materials and manuf acturing equipment. In 2023, 2024 and 2025, the +amount of raw materials and manufacturing equipment purchased from the U.S. are nil, RMB11.8 +million and RMB292.5 million. The amount of raw ma terials and manufacturing equipment +purchased from the U.S. increased from RMB11. 8 million in 2024 to RMB292.5 million in 2025 due +to the construction of our U.S. manufacturing base. We have a wide range of alternative domestic +sources of raw materials available as there are plenty of manufacturers of the above infrastructure +materials and manufacturing equipment in Chinese Mainland and other countries all over the world, +offering comparable quality and prices. +To the best knowledge of our Directors, none of our Directors or their respective close +associates or any Shareholder holding more than 5 % of our issued share capital held any interest in +any of our top five suppliers in each year during the Track Record Period. +Procurement Agreement +Generally, we enter into procurement agreemen ts with suppliers and place purchase orders +based on actual production needs. The key terms in our procurement agreements typically include: +. Duration . The term of our agreement is typically three years. +. Material . We shall list out the type, specifications, date of delivery and quantity of +required materials in each purchase order. +. Price . Depending on the type of materials and sup pliers involved, prices can either follow +the procurement agreement or be adjusted acc ording to the then-prevailing market price. +. Warranty. Our suppliers typically provide us with a warranty period between six to twelve +months. +. Inspection and returns . Product inspection shall be carri ed out upon delivery. We have the +right to return defective materials that fail to meet agreed quality standards, and the +supplier shall provide remedies, in cluding returns and/or exchanges. +. Credit terms and payment . Credit terms and payment methods shall be outlined in the +purchase orders. We are generally granted cer tain credit terms, which is normally within +90 days. +. Confidentiality and anti-corruption . We typically include confide ntiality provisions in our +agreements, with confidentiality obligatio ns potentially extending beyond agreement +expiration. +. Termination . The agreements will be terminated upon expiration. We are also entitled to +terminate the agreement if the supplier fails to observe their obligations in the agreement. +During the Track Record Period and up to the La test Practicable Date, we did not experience +any breach of agreements by suppliers that result ed in suspension or interruption that would cause a +material and adverse effect to our production ope rations. During the Track Record Period, we did +not experience any significant shortage of raw material supplies, and the raw materials provided by +our suppliers did not have any significant quality issues. +During the Track Record Period and up to the La test Practicable Date, we complied with the +terms of the agreements with our major suppliers in all material aspects, and we had not experienced +any circumstances leading to early termination of t he agreement or any contractual disputes with or +claims by our major suppliers that would have a material and adverse effect on our operations. +Due to factors such as fluctuations in material prices, changes in market supply and demand +dynamics, and technological advancements, our procurement prices and quantities may vary. For +details, see ‘‘Risk Factors — Risks Relating to Our Business and Industry — Price fluctuations and +inadequate supply of raw materials, energy, transportation and other necessary supplies or services may +impact our business, financial condition and results of operations .’’ +BUSINESS +–1 5 0– + + +--- page 160 --- +Supply Chain Management +To minimise any potential interruptions to our ope rations due to supply of main raw materials, +we analyse market supply and demand based on actual orders and historical data. We then conduct +forward planning before negotiating with supp liers and place purchase orders. Meanwhile, we +usually keep a reasonable level of inventory o f main raw and auxiliary materials each year. In +addition, we have developed a supplier selection and evaluation procedure and maintain a list of +qualified suppliers each year to ensure that the s upply of main raw and auxiliary materials will not be +affected by any unforeseeable circumstances. See ‘‘— Quality Management — Raw Materials and +Suppliers .’’ +To mitigate risks related to raw material price f luctuations, we have established a monitoring +system to promptly monitor price changes of key raw materials. We ensure material supply and +optimise procurement costs through strategies such as advance procurement. Additionally, we +maintain supply chain safety and stability through partnerships and long-term agreements with our +suppliers. +Manufacturing Equipment +We use manufacturing equipment that is highly compatible with our proprietary production +techniques. According to Frost & Sullivan, we are one of the few companies with independent +equipment research and design capabilities. The s elf-designed manufacturing equipment enables us +to produce differentiated separators and ensu res our product quality as well as production +efficiency. See ‘‘— Our Core Technologies — Manufacturing Equipment Designed In-House .’’ We +engage international manufacturers for the production of manufacturing equipment based on our +technology design. We provide the manufacturi ng process parameters, manufacturing process +requirements and project timetable to the manufa cturers, and we specify to the manufacturers our +quality and technical standards as well as accepta nce standards to ensure that the equipment meets +our production requirements. +MANUFACTURING +Manufacturing Processes +The manufacturing processes of lithium-ion batte ry separators are mainly categorised by three +different manufacturing techniques: the dry process, the wet process and the coating process, +whereas coating refers to an additional process a pplied in base film separators produced from both +dry and wet processes. We adopt a ‘ ‘make-to-order’’ strategy to pr ocess customer orders and have +developed an ISO production process management control system. After an order is placed by a +customer, we will develop a production plan with customised raw materia l formulas, arrange for +procurement of raw materials based on the plan, produce separators with suitable processes, conduct +comprehensive product quality checks and deliv er our products to customers. This allows us to +manage our production cost and improve our operating efficiency. +Dry Process +The dry process is a solvent-free, physical pore formation techno logy. We start by melting the +t h e r m a lp l a s t i c ss u c ha sP Po rP E .T h em e l t e dp olymer is then extruded into a thin sheet of +crystalline polymer membrane and subjected to rap id drawdown. The crystalline polymer membrane +is then annealed at a temperature below its meltin g point to reach a state of high crystallinity. We +subsequently stretch the sheet uniaxially in the machine direction to form slit-like pores and obtain a +porous membrane. +BUSINESS +–1 5 1– + + +--- page 161 --- +The diagram below illustrates the workflow of the dry process. +feeding heat casting stretching dividing +tank +extruder +metering +pump +casting rolling +die head +filtre +winding system +windingsystemunwindingsystem stretchingsystem +treatment +raw +material +Wet Process +The wet process is a chemical microporosity formation technology, also known as phase +separation or heat-to-phase separation. We sta rt by mixing polymer with hydrocarbon liquid and +other additives, then heat the mixture into a homogenous solution. The solution then undergoes +cooling, phase separation and extruding to for m a cast membrane. We subsequently stretch the +membrane biaxially in both the machine and transve rse directions, and finally remove the remaining +solvent to form an interconnec ted, microporous membrane. +The diagram below illustrates t he workflow of the wet process. +feeding casting vertical horizontal extracting shaping dividing +tank extruder +metering +pump +paraffin +oil +casting piece rolling +die +head +filtre +stretching stretching +raw +material +Coating Process +Coating process is an additional manufacturing process for both dry and wet process +separators. By applying slurry such as ceramic alumina and PVDF adhesive to one or both outer +surfaces of the base film, the coating can signifi cantly enhance the thermal stability, puncture +strength and safety of the base film. Separators wi th these enhanced properties will improve the +performance and safety of the lithium-ion batteries. +The diagram below illustrates the workflow of the coating process. +pulping unwinding coating drying winding +warehousing packaging ageing slitting +BUSINESS +–1 5 2– + + +--- page 162 --- +Manufacturing Facilities +We have established a network of manufacturi ng facilities in different parts of Chinese +Mainland to provide our target customers with com prehensive services using localised supply and +supporting facilities. During th e Track Record Period, we did not outsource any manufacturing +process to third parties. +Our continued expansion of production capacity during the Track Record Period is a strategic +response to rising customer demand and intense market competition, as demonstrated by similar +capacity increases among our competitors in recen t years, according to Fr ost & Sullivan. Localised +production enhances our relationships with major battery manufacturers by enabling prompt and +cost-effective service, while also allowing us to adapt quickly to changes in demand in both domestic +and overseas markets. We believe that our advan ced, innovation-driven facilities and optimised +capacity empower us to achieve economies of scale and control production costs effectively. +The table below sets forth details of our manufacturing bases during the Track Record Period: +No. +Manufacturing +base Location +Year of +commencing +production Area (m +2) +Annual +production +capacity (1) +(m2 in +million) Primary products +1 Shenzhen manufacturing +base +Shenzhen, Guangdong 2006 160,000 215.6 dry process separators, +wet process separators +and coated separators +2 Changzhou manufacturing +base +Changzhou, Jiangsu 2018 150,000 898.0 wet process separators +3 Jiangsu manufacturing +base +Changzhou, Jiangsu 2019 130,000 1,228.2 dry process separators and +coated separators +4 Hefei manufacturing base Hefei, Anhui 2017 75,000 428.7 wet process separators and +coated separators +5 Nantong manufacturing +base +Nantong, Jiangsu 2023 560,000 2,471.6 dry process separators, +wet process separators +and coated separators +6 Foshan manufacturing +base +Foshan, Guangdong 2025 225,000 445.8 wet process separators and +coated separators +Notes: +(1) Refers to the annual production capacity in 2025. +(2) During the Track Record Period, we operated a manuf acturing base in Shenzhen, which mainly produced dry +process separators. We gradually reduced production at our Shenzhen manufacturing base during 2025 and +ultimately closed the base and ceased production the re in November 2025, primarily in light of downstream +demand trends, cost efficiency considerations and th e ageing condition of the existing production lines. +We conduct careful and timely maintenance of o ur production facilities and equipment. Each +piece of our major production equipment or machinery undergoes regular inspection and +maintenance according to the relevant protocols. During the Track Record Period and up to the +Latest Practicable Date, we did not experience any m aterial or prolonged suspensions of operations +due to equipment, machinery or other mechanical failures. In light of the ageing of certain +production lines and a shift in the focus of our product portfolio, in the fourth quarter of 2025 we +closed our Shenzhen manufacturing base, which pr imarily focused on the production of dry process +separators, and commenced operations at ou r Foshan manufacturing base. The Foshan +manufacturing base primarily focuses on the pr oduction of wet process separators and coated +separators. It is equipped with wet process produ ction lines with increased equipment width and +higher annual designed production capacity per line compared to our previous production lines, +which is expected to further enhance our overall production efficiency and economies of scale. +During the Track Record Period and up to the La test Practicable Date, we did not experience +any work safety accidents and were not subject to any administrative penalties that would have a +material adverse effect on our business operations or financial condition. +BUSINESS +–1 5 3– + + +--- page 163 --- +Planned Manufacturing Facilities +We believe that our reasonable expansion plans will benefit our business by meeting the +increased customer demand and ex panding our market share. See ‘‘ Future Plans and Use of Proceeds +— Use of Proceeds .’’ +We plan to build new manufacturing facilities to expand our production capacity and satisfy +the growing demand of our customer worldwide. When planning the overall capital expenditures on +manufacturing facilities and allocating resource for manufacturing, we take into account factors +such as anticipated market demand, locations of o ur key customers and the cost of raw materials and +labours. +The table below sets forth the details of the manuf acturing facilities that are under construction +as at 31 December 2025 : +No. +Manufacturing Base +Facility (Location) +Total +Construction +Area (m +2)S t a t u s +Estimated +Annual +Production +Capacity +Estimated +Commencement +Time of Mass +Production Key Functions +Primary Sales +Markets +1. U.S. manufacturing base +in North Carolina +48,000 Under +construction +580.0 million +square metres +End of 2026 Production of +coated separators +U.S., Canada +2. Malaysia manufacturing +base in Penang +267,000 Under +construction +2.0 billion +square metres +First Half of +2027 +Production of wet +process separators +and coated +separators +Malaysia +3. Sweden manufacturing +base in Eskilstuna +200,000 Under +construction +300.0 million +square metres +E n do f2 0 2 6 P r o d u c t i o no fw e t +process separators +and coated +separators +Germany, +France, South +Korea and +Spain +During the Track Record Period, our continuous expansion of production capacity in Chinese +Mainland has been driven primar ily by various factors. First, each of our production facilities in +Chinese Mainland has reached a relatively high le vel of utilisation, with annual utilisation rates +consistently reaching or exceeding 80% during the Track Record Period, one of the highest among +battery separator manufacture rs, according to Forest and Sulliv an. Secondly, we have witnessed +sustained growth in demand from our custom ers, necessitating the construction of new +manufacturing bases in Chinese Mainland. Lastly, when deciding on the location of our domestic +manufacturing bases, we prioritise factors such as raw material and product transportation costs, +construction expenses, customer proximity, and l ocal policy support. As a re sult, our manufacturing +bases are concentrated mainly in the Eastern and Southern China. Currently, we have five +manufacturing bases in Chinese Mainland, which w e believe is sufficient to meet domestic market +demand. Going forward, we intend to focus more on the planning and establishment of overseas +production bases. +We are currently building new manufacturing b ases in the U.S., Malaysia, and Sweden as part +of our global development strategy, mainly to address the practical needs of our international +customers. Establishing manufacturing bases in our customers’ local markets enables us to respond +more rapidly to their needs and strengthens our ab ility to provide tailored services that align with +local regulatory and market environments. In a ddition to mitigating the risks of U.S. trade +restriction, export control and tariff, the U.S. man ufacturing base is being developed to efficiently +and promptly serve local customers. We plan to ma nufacture coated separators locally to reduce +transportation time and costs, thus supporting o ur further expansion in the US market. Similarly, +the purpose of the Sweden base is to offer highly c ustomised and efficient services to our European +customers. In addition to coated separators, we wi ll also produce certain we t process separators at +this facility. Our decision to establish a producti on base in Malaysia is primarily because Malaysia +offers significant advantages in terms of construction expenses, labour costs, and raw material prices +compared to the western countries w here our customers are located. +BUSINESS +–1 5 4– + + +--- page 164 --- +As advised by our PRC Legal Advisers, base d on the credits reports and compliance +confirmation letters issued by relevant govern ment departments and the PRC legal adviser’s +inquiries on the websites of the competent depa rtments in the public domain, during the Track +Record Period, we have materially complied wit h the rules and regulations in relation to the +commencement of operations of production lines a fter all their applicable requisite requirements +have been met within the time limit stipulated. +As advised by our U.S., Malaysian and Swedish l egal advisers, there are currently no foreign +investment restrictions on our organic growth or on conducting our own research and development +activities in the U.S., Malaysia or Sweden. +Rationale for Establishing Manufact uring Facilities in the U.S. and Malaysia +To satisfy the fast-growing demand from ou r overseas customers, we are building new +manufacturing facilities to expand our production capacity and to provide our target customers with +comprehensive services supported by localised s upply and supporting facilities, with our U.S. and +Malaysia bases under construction and expected to commence production from the end of 2026 to +the first half of 2027, respectively . We plan to proactively expand ou r overseas markets where selling +prices are generally more favour able than in the domestic market, which we expect to improve our +overall profitability. +Our decision to establish manufacturing presence overseas reflects the following interrelated +strategic objectives: (i) capturing growing ove rseas demand for battery se parators; (ii) enjoying +overseas pricing advant ages; (iii) mitigating geopolitical risks; (iv) diversifying our supply chain by +operating manufacturing facilities across multi ple geographies; (v) achieving cost efficiencies +through localised manufacturing in Malaysia and the U.S.; and (vi) improving proximity and +responsiveness to customers in target markets. +Growing Overseas Demand for Battery Separators +During the Track Record Period , our revenue from shipment destinations outside Chinese +Mainland increased from RMB469.2 million in 2 023 to RMB568.2 million in 2025. Our separator +product sales to the U.S., although relatively small, enjoyed rapid growth from RMB1.6 million in +2023 to RMB9.9 million in 2024 and RMB64.1 millio n in 2025, reflecting strong potential. Our +separator product sales to Southeast Asia amounted to RMB16.7 million, RMB35.3 million and +RMB10.2 million in 2023, 2024 and 2025, respectively , primarily representing small-scale sales to +local customers in the region. +According to Frost & Sullivan, the shipment sh are of battery separators outside China is +expected to double from 14.1% in 2025 to 31.1% in 2030, driven by increased local battery and +separator production capacities, rising NEV penetr ation, growing energy sto rage installations, and +the need to enhance supply chain res ilience, shorten logistics cycles, a nd meet increasingly stringent +local requirements. In particular, the U.S. is ex pected to be one of the fastest-growing markets for +battery separators, with its share increasing fro m 5.6% in 2025 to 6.6% in 2030. ESS added installed +capacity in the U.S. is projected to exceed 200 GWh by 2030, representing a CAGR of 31.9% from +2025 to 2030. These dynamics underscore the impor tance of establishing a local manufacturing +presence in the U.S. to efficiently and promptly serv e customers by reducing transportation time and +costs and enabling closer engagem ent during product qualificatio n. Regarding Southeast Asia, +according to Frost & Sullivan, from the demand side , production capacity of lithium-ion battery cell +in Southeast Asia is currently in a rapid ramp-u p and commissioning phase. As of the end of 2025, +except for the approximately 30 GWh of commission ed production capacity of lithium-ion battery, +the total planned capacity for power and energy storage batteries in Southeast Asia has exceeded 100 +GWh, indicating significant future potential for l ocalized demand within the battery supply chain. +From the supply side, as the global battery supply chain deeply penetrates into Southeast Asia and +countries in this region accelerate the commissionin g of localised production capacities, shipment +volume of lithium-ion battery separators in Southe ast Asia is projected to maintain a rapid growth +trajectory. An increasing proportion of lithium-ion battery cell production capacity in Southeast +Asia will opt for localised raw material supplies. From 2025 to 2030, the shipment volume of +BUSINESS +–1 5 5– + + +--- page 165 --- +lithium-ion battery separators in Southeast Asia is expected to increase from approximately 0.1 +billion m2 to nearly 5.0 billion m2, at a CAGR of ove r 115%, establishing the region as a major +overseas manufacturing base for global lithium-ion battery separators industry. +In addition to the U.S. and European manufacturing bases, we have established our Malaysia +manufacturing base in Penang primarily as a cost-e fficient production hub to serve international +markets, leveraging Malaysia’s advantages in construction costs, labour costs and raw material +prices, as well as the favourable trade terms available to Malaysia as an ASEAN member state. +Overseas Pricing Advantages +Overseas average selling prices for battery separators are significantly higher than those in +Chinese Mainland. While the overse as expansion of Chinese manufacturers may create incremental +pricing pressure over time, the ty pically longer overseas supplier qualification and certification +processes and the higher switching costs involved create meaningful barriers to competition that +support a sustained price premium for establishe d suppliers. Establishing local manufacturing +capacity in the U.S. and, through our Malaysia base, serving other international markets, is +therefore an important means of securing and d eepening relationships with existing overseas +customers, participating in new customer qualif ication processes, and capturing higher-margin +business opportunities. We believe that expanding our production capacity overseas will strengthen +our ability to improve our overall profitability. +Geopolitical Risk Mitigation +Our battery separator products exported fr om the PRC to the U.S. during the Track Record +Period were subject to tariffs. See ‘‘Business — Tar iffs, Trade Restrictions and Export Controls.’’ +With the growth of our U.S. business and the evolvin g trade policy environment, local production in +the U.S. has become an increasingly important elem ent of our long-term strate gy. The establishment +of the U.S. manufacturing base is intended, among other things, to mitigate the risks associated with +U.S. trade restrictions, export controls and tariffs, and to enable us to efficiently and promptly serve +local customers by manufacturin g coated separators locally. +The Malaysian facility is strategically position ed to serve customers across Southeast Asia and +other ASEAN member states, as well as other international markets. Malaysia’s membership in +ASEAN facilitates favourable trade terms for the import of raw materials from Chinese Mainland +and other countries, and also enables the export o f finished products to other ASEAN member states +on preferential terms, further enhancing the cost competitiveness and market reach of our Malaysian +operations. +Supply Chain Diversification +By operating manufacturing facilities across mul tiple geographies includ ing Chinese Mainland, +Malaysia, the U.S. and Sweden, we are building a mo re resilient and diversified supply chain that +enhances our overseas business capabilities, enables timely customer support worldwide, and reduces +our exposure to any single jurisdiction’s regulatory , geopolitical or logistical risks. This approach is +consistent with the broader industry trend, as noted by Frost & Sullivan, of pursuing local +production to enhance sup ply chain resilience, shorten logis tics cycles, reduce costs, and meet +increasingly stringent local requirements. +Cost Efficiencies +Our decision to establish a production base in Malaysia is primarily because Malaysia offers +significant advantages in terms of construction expenses, labour costs, and raw material prices +compared to the western countries where our custo mers are located. Local U.S. production is also +expected to reduce transportation time and costs for our U.S. and Canadian customers. +BUSINESS +–1 5 6– + + +--- page 166 --- +P r o x i m i t yt oC u s t o m e r s +Our U.S. manufacturing base, currently under c onstruction in North Ca rolina, will produce +coated separators with primary sales markets in th e U.S. and Canada. The base is being developed to +enable faster response to customer needs and to provide tailored services aligned with local +regulatory and market environments. Our Malaysia manufacturing base, under construction in +Penang, Malaysia, is strategically positioned to serve customers across Southeast Asia and other +ASEAN member states, as well as other internation al markets. Proximity to customers reduces lead +times and enables our technical teams to work more closely with customers during product +qualification and after-sales service, which is parti cularly important given the extended qualification +periods typical in the battery separator industry. +Production Volume +During the Track Record Period, we have contin ually expanded our production capacity to +meet the growth in demand for our products, follo wing our expansion strategy and international +market demand forecasts. We determine our production capacity plans and identify capacity +shortfalls based on product delivery plans derive df r o mm a r k e td e m a n da n a l y s i si nt h er e g i o n sw e +operate in. +The table below sets forth the designed product ion capacity, actual production volume and +utilisation rate of our lithium-ion battery sepa rator production lines in 2023, 2024 and 2025. +For the year ended 31 December +2023 2024 2025 +Designed Production +(1) Capacity (m 2 in +millions) 2,923.5 4,475.8 5,687.9 +Actual Production Volume (m 2 in millions) 2,589.3 4,045.9 4,584.7 +Utilisation rate (%) (2) 89 90 81 (3) +Notes: +(1) Production capacity is calculated based on the actual o perating days of each product ion line in each year during +the Track Record Period, operating at eight hours per day. The annual production capacity of our Shenzhen +manufacturing base is calculated on a pro rata basis to reflect the cessation of production at that base in the last +quarter of 2025. Following the cessation of production at our Shenzhen manufacturing base, our aggregate +annual designed production cap acity decreased to 5,472.3 million m +2. +(2) Utilisation rate is calculated by di viding the production volume of a given year by the production capacity of the +same year. +(3) Our utilisation rate for the year ended 31 December 2025 was slightly lower than that of the year ended 31 +December 2024, primarily due to (i) the additional production capacity brought by the newly commissioned +Foshan manufacturing base and (ii) the cessation of pro duction at our Shenzhen manufacturing base in the last +quarter of 2025 in considerations of downstream demand trends and cost efficiency. +During the Track Record Period, we did not experience any material disruptions in production +lines and any work-related accidents. +Equipment and Machinery +Our manufacturing equipment and machinery are essential for enhancing product quality and +cost competitiveness. The main equipment and m achinery used in our manufacturing bases are +self-owned. The table below set forth certain information about our main production equipment: +Machine Name Key Features Usage +Casting Machine –1250/1500/ +2150 +. High single-machine output +efficiency +. With five self-developed patents +. Used for plasticising raw materials +through extrusion +. Melts the raw materials, extrudes them +through the die head, and casts them as +sheets onto steadily rotating rollers to +form cast film rolls +BUSINESS +–1 5 7– + + +--- page 167 --- +Machine Name Key Features Usage +Integrated Thermal Treatment +and Stretching Machine +. Improves production efficiency, +achieves uniform thermal +treatment effects +. With three self-developed patents +. Stretches the composite base film at low +temperatures to form micro-defects +after heat-treating the composite base +film +. Performs high-tempe rature stretching to +expand the micro-defects, forming a +porous separator +High-Speed Slitting Machine . High efficiency of 200 metres per +minutes +. With five self-developed patents +. Cuts large, wide separators into +specified sizes for shipment under room +temperature +Wet Process Extraction Tank . High efficiency +. With two self-developed patents +. Uses volatile organic solvents that are +compatible with pore-forming agents as +extractants to remove these agents from +the oil film, followed by heating and +drying to obtain an extracted separator +White Oil Recycling System . Environmentally friendly +. Facilitates resource reuse +. With two self-developed patents +. Treats mixed liquids generated during +production for reuse +Exhaust Gas Recovery System . Environmentally friendly +. With three self-developed patents +. Ensures gases genera ted during system +operations meet the relevant emission +standards +Double-Sided Coating Line . High efficiency +. Enhances performance +. With four self-developed patents +. Coats the surface of the base film to +improve product performance +Oil Coating Line . Enhances product performance +. With three self-developed patents +. Applies functional coatings to enhance +product performance +Edge Collection Machine . High stability +. With two self-developed patents +. Collects edge waste generated during +production for winding and disposal +QUALITY MANAGEMENT +We adopted a stringent production control syst em to maintain the effectiveness of our business +operation and the quality of our products. W e have established a comprehensive quality +management system, which had obtained ISO 9001 quality management system certification, and +implemented MES system to monitor product process quality. Our Directors believe that an effective +control system is essential for us to produce products in high quality and sustain our relationship +with customers for the long-term. +As at 31 December 2025, our Group had 987 quality control staff, who are responsible for +quality control in various aspects, including inco ming raw materials quality control, SMT control, +overall quality control, assembly process, finished products. Our quality control department is +responsible for identifying quality control issues and providing solutions to address such issues. +Product quality is vital to our business, since any p otential quality defect may cause significant +risks to customers who apply our products to their lithium-ion batteries. The consistency in our +product quality and our ability to satisfy customis ed needs are the driving force to the rapid growth +of our business. We have implement ed a comprehensive and stringent quality management system to +ensure that we comply with app licable industry and national standards and regulations. We +maintains product liabilities insurance in relation to product quality issues. See ‘‘ Risk Factors — +Risks Relating to Our Business and Industry — We may be subject to risks associated with our product +quality. ’’ During the Track Record Period, we have not re ceived any material complaints relating to +product quality, and we had not experienced any material accidents due to product defects or +recalled any products. +BUSINESS +–1 5 8– + + +--- page 168 --- +WAREHOUSING AND LOGISTICS +Warehousing +Our warehouse management personnel maintain policies in relation to warehouse management. +We separate our warehouse into three segments: th e finished product warehouse, work-in-progress +warehouse and the raw and auxiliary materials ware house, each equipped with the required lighting, +ventilation, temperature and humidity level. We sto re raw materials, work-in-progress and finished +products separately according to their properties and usages to prevent mix-up of materials and +products and ensure their safety and quality. +In October 2025, during a routine inspection, the Group identified equipment malfunctions in +certain air conditioning units at several of its sto rage facilities at the Nantong manufacturing base. +These malfunctions temporarily compromised the r equired temperature and humidity conditions in +the affected storage areas, rendering certain inven tories of battery separator products unsaleable. As +a result, the Group recognised a loss on write-off of inventories of approx imately RMB29.7 million +in the year ended 31 December 2025. Following the inc ident, the Group has (i) strengthened regular +inspections of the air conditioning units an d timely replacements upon identification of +abnormalities; and (ii) strengthened its periodi c monitoring of temperature and humidity levels +across all storage facilities and en hanced its preventive maintenance programme for air conditioning +and environmental control equip ment to reduce the risk of similar inc idents occurring in the future. +Logistics +We engage qualified third-party logistics service providers for the delivery of all finished goods +from our warehouses to locations specified by our cu stomers. We select logistics service providers +based on their reputation, scale of operations, tra ck record and price. We set strict standards for the +transportation of our products and conduct regular evaluations to ensure compliance and efficient +delivery. The salient terms of agreements with our thi rd-party logistics service providers typically +includes the following: +. Duration: generally one year. +. Pricing: the logistics costs are generally calculated based on the quantity of goods and the +transportation distance. +. Insurance and compensation for product da mage: the third-party logistics service +providers shall purchase insurance, and compensate for product damage that is caused +by them when products are under their control. +. Termination: the agreement may be terminated by either party with prior written notice. +During the Track Record Period and up to the La test Practicable Date, we did not experience +any material disruption in the delivery of our prod ucts or suffered any loss due to late delivery or +mishandling of products by our lo gistics service providers. +INVENTORY MANAGEMENT +Our inventory mainly includes raw materials, work-in-progress and finished products. We have +established a digitalized inventory management system to monitor our warehousing process. Raw +materials are separately stored in different area s at the warehouse according to their respective +storage condition requirements, properties and u sages. Pursuant to our protocols, we regularly +review the condition of our inventories. +To minimise any potential interruptions to our o perations, we seek to maintain a reasonable +inventory level in response to changes in custome r demand and fluctuations of raw material prices. +We determine the required inventory level for raw ma terials based on the historical sales volume and +the current production volume and evaluate and optimise the inventory level frequently with +reference to a number of factors, such as procurem ent cycles, market conditions and our R&D plans. +We also take into consideration factors that are beyond our control, including international +relations and supply chain, and may strategically increase our inventories should the need arise. +BUSINESS +–1 5 9– + + +--- page 169 --- +TARIFFS, TRADE RESTRICTIONS AND EXPORT CONTROLS +We are subject to risks associated with internat ional trade policies, trade restrictions and +export controls. See ‘‘Risk Factors — Risks Relat ing to Our Business and Industry — We are subject +to risks associated with international trade poli cies, geopolitics and trade protection measures, +export control and economic or trade sanctions.’ ’ The Directors are of the view that tariffs and trade +restrictions have not had, and are not expected to have, any material adverse effect on our business, +financial condition or results of operations. +With respect to export controls, the Directors a re of the view that the export control measures +currently in effect have not had, and are not exp ected to have, any material adverse effect on the +Group’s business, financial condition or results of operations. The Group does not rely on imports +of goods, technologies or components from the U.S . in its manufacturing operations. During the +Track Record Period, the Group’s purchases fr om the U.S. amounted to nil, RMB11.8 million and +RMB292.5 million in 2023, 2024 and 2025, respectiv ely, comprising primarily infrastructure +materials and manufacturing equipment procur ed in connection with the construction of the +Group’s U.S. manufacturing base, rather than r aw materials or technologies used in the Group’s +production processes. The Group’s principal raw materials are sourced primarily from Chinese +Mainland and South Korea, and its core manufact uring technologies have been independently +developed in-house. The Group has a wide range of alternative domestic and overseas sources for +such materials and does not depend on U.S.-sour ced intellectual property or technology in the +development or production of its lithium-ion battery separators. Acco rdingly, the Group’s +operations are not materially exposed to restr ictions on the export of U.S.-origin goods or +technologies. +With respect to tariffs, our battery separato r products exported from the PRC to the U.S. and +t h eE Ud u r i n gt h eT r a c kR e c o r dP e r i o dw e r esubject to tariffs. Our U.S. and EU Tariffs Legal +Adviser has advised that our direct exports to the U.S. were subject to a tariff rate of 29.2% in 2023 +and 2024. In 2025, total cumulative U.S. tari ffs generally increased to a maximum of 49.2%, +although there were fluctuations throughout the ye ar due to varying IEEPA fentanyl- and reciprocal +tariff rates. On the other hand, EU tariffs on batte ry separator products remained stable during the +Track Record Period at 6.5%. As of the Latest Practicable Date, the U.S. tariff rate decreased to +39.2% due to the cancellation of IEEPA fentanyl and reciprocal tariffs and the imposition of 10% +Section 122 tariffs, while and EU tariff rates rema ined 6.5%. While the EU e nacted countervailing +duties on Chinese-origin battery electric vehicles in late 2024, such duties did not extend to upstream +battery components, including separators. +As advised by our U.S. and EU Tariffs Legal Advis er, our Directors’ assessment is based on the +following: (i) our direct exposure to the U.S. m arket remains limited, as the sales to the U.S. +represented only a small proportion of our tota l revenue; during the Track Record Period, we +primarily sold coated separato r products to the U.S., with sales to the U.S. amounting to RMB1.6 +million, RMB9.9 million and RMB64.1 m illion in 2023, 2024 and 2025, re spectively, representing +0.05%, 0.3% and 1.6% of our total revenue during the same periods; (ii) our products are battery +separators rather than electric vehicles, and are therefore not subject to the EU tariffs imposed on +Chinese-origin battery electric vehicles; (iii) our sales to the EU amounted to RMB136.6 million, +RMB99.3 million and RMB186.7 million in 2023, 2024 a nd 2025, respectively, representing 4.6%, +2.8% and 4.6% of our total revenue during the sam e periods, while EU tariffs remained relatively +low and stable during the Track Record Period; (iv ) our customers generally bore the tariff payments +as part of their payment arrangements with us; and (v) we are constructing overseas manufacturing +bases (including manufacturing bases in the U.S. and Europe), which, upon commencement of +operations, will enable us to serve local and regio nal customers through localised production, +thereby mitigating the impact of trade restriction s and tariffs over time. The Company confirms that, +during the Track Record Period and up to the Late st Practicable Date, it has not experienced any +material order cancellations or fluctuations in r evenue, gross profit margins, business financial +condition or overall results of operations as a re sult of the imposition of tariffs by the U.S. or the +EU. +BUSINESS +–1 6 0– + + +--- page 170 --- +Based on the above, the Sole Sponsor concurs that tariffs, trade restrictions and export controls +have not had during the Track Record Period and up to the Latest Practicable Date, and are not +expected to have, any material adverse effect on the G roup’s business, financial condition or results +of operations. +EMPLOYEES +We believe that our professional workforce is the driving force of our long-term growth. As at +31 December 2025, we had 5,113 full-time employee s. Substantially all of our employees were in the +PRC. The table below sets forth the number of our employees by function as at 31 December 2025. +Number of +Employees +Function +Production 3,448 +R&D 699 +Administrative 841 +Sales and marketing 66 +Financial 59 +Total 5,113 +We enter into standard labour contracts with our employees. We also enter into standard +confidentiality and non-compete agreements w ith our senior management and key technical +employees. +Our success depends on our ability to attract, re tain and motivate qualified personnel. We +recruit our employees based on a number of factors such as their work experience, educational +background and our vacancy needs. Our recruiting efforts include online recruiting, internal referral +and, to a lesser extent, on-campus recruiting and use of professional recruiters. We provide pre-job +and on-the-job training to our employees to equip them with requisite skills and knowledge for their +positions. +We believe we offer our employees competitive compensation packages and an environment +that encourages initiative. The remuneration payab le to our employees includes salaries, allowances +and discretionary bonus. We conduct periodic performance review for our employees and their +remuneration is based on factors including qualific ations, contributions, years of experience and +performance. +Dispatched Staff +During the Track Record Period, we occasionally engaged employment agents to provide us +with dispatched workers to cope with the production demands. See ‘‘— Legal Proceedings and +Compliance — Legal Compliance — Legal Complianc e of Dispatched Labour’’ for details. We paid +service fees to the employment agent for hiring s uch staff, and the benefit expenses and other +applicable costs such as social insurance and housing funds were borne by the employment agent. +The salient terms of our Labour Dispatch Colla boration Contract with the employment agents +typically includes the following: +. Basic information: Name and nature of the job position, working location, number of +individuals dispatched and term of the dispatch arrangement. +. Scope of services. Employment agents shall provide qualified outsourced personnel +according to our schedule, ensure medical clearance with genuine reports, handle training +and assessments, deploy personnel to our desig nated location, manage all matters related +to the outsourced staff during their assignment and provide other reasonable services in +relation to the labour dispatch. +. Pricing. We apply different hourly-based salary ra tes for dispatched personnel depending +on their specific roles. +BUSINESS +–1 6 1– + + +--- page 171 --- +. Duration. The typical contract duration ranges from one to three years. +. Recruitment standards. Employment agents must not use improper means to recruit labour +dispatch personnel. +. Termination. Either party may terminate the agreement in advance under the specific +circumstances, such as natural disasters, stip ulated in the contract with the notice period +upon negotiation. +Our PRC Legal Adviser is of the view that the terms above in the labour dispatch arrangement +does not violate prohibitive provi sions on labour dispatch of the PRC. +We have implemented comprehensive internal p olicies and monitoring procedures to ensure +ongoing compliance with applicable labour dispatch laws and regulations, including requirements on +the maximum permissible proportion of dispatch wor kers relative to total employees. Such policies +and procedures include: (i) mainta ining a centralised register of all d ispatch workers, including their +respective dispatch agencies, contract terms, and a ssigned positions; (ii) conducting quarterly audits +of workforce composition by our human resources department to verify th at the proportion of +dispatch workers does not exceed statutory threshold s; (iii) establishing an internal approval process +requiring sign-off from the human resources direct or to engaging additional dispatch workers; (iv) +providing regular training to hiring managers on applicable labour dispatch regulations and internal +compliance requirements; and (v) preparing and submitting periodic compliance reports to senior +management. In addition, we have designated a compliance officer responsible for monitoring +changes in labour dispatch regulations and updating our internal policies accordingly. +We have not had any material labour disputes wi th our employees which might materially and +adversely affect our business operations durin g the Track Record Period and up to the Latest +Practicable Date. +PROPERTIES +Headquartered in Shenzhen, China, we own and lease properties in the PRC and overseas for +the use of production facilities, warehouses and offices. Pursuan t to Rules 5.01A and 5.01B of the +Listing Rules, if the carrying amount (as defined i n Rule 5.01(1) of the Listing Rules) of a property +interest (as defined in Rule 5.01(3) of the Listing R ules) that forms part of an applicant’s property +activities is or is above 1% of the applicant’s total asset, the prospectus must include the full text of a +valuation report for such property interest. As of 31 December 2025, being the date of the most +recent audited consolidated statements of the financial position of our Group, (i) the carrying +amount of our investment property exceeded 1% of our total assets; and (ii) no single property +interest that forms part of our non-property activities has a carrying amount of 15% or more of total +assets. Save for the properties as set out in the Pr operty Valuation Report in Appendix III to this +prospectus, all of the above properties are used for non-property activities as defined under Rule +5.01(2) of the Listing Rules. Please see ‘‘Appendix III — Property Valuation Report.’’ +Owned Properties +As at 31 December 2025, we owned the land use rights of 18 parcels of land in Chinese +Mainland and overseas, with a GFA of approximate ly 1.4 million square metres in aggregate. We use +these properties as premises for production, wa rehousing, offices, R&D and other ancillary +purposes. As at the Latest Practicable Date, our rights to use such construction land were lawful and +valid, and there were no disputes or potential disputes over the ownership of such land. +As at 31 December 2025, our Company and the major subsidiaries in Chinese Mainland owned +the land use right of 16 parcels of land in Chine se Mainland, with a GFA of approximately 0.7 +million square metres in aggregate. T he properties are primarily used for production, warehousing, +R&D and office purposes. Three properties constructed on those parcels of land with a GFA of +approximately 390.0 square metres have not obtaine d property ownership certificate, as they were +built due to our actual needs, which were out of the original construction planning scope. The +properties are used as garbage rooms and warehouses, which are highly replaceable. We are +currently going through the corresponding procedur es to obtain the property certificate. However, +as a result of historical reasons, it would be difficult for us to obtain the certificates of these +properties in Chinese Mainland. As advised by our PRC Legal Adviser, the potential consequences +BUSINESS +–1 6 2– + + +--- page 172 --- +of not obtaining the real estate ownership certificates include being ordered by the competent +authorities to make corrections within a presc ribed time limit, demolish the buildings within a +specified period and impose a fine of up to 10% of the construction cost. +Our PRC Legal Adviser is of view that the above circumstances are not expected to have any +material adverse impact on our business and results of operation based on (1) the total floor area of +these buildings amounts to approximately 390.0 squ are metres, which is a relatively low proportion; +(2) the specific uses of these buildings include waste disposal rooms and warehouses, which are +highly replaceable; and (3) the Credit Report of Nantong Senior and Hefei Senior, which indicates +no record of violations in the fields of natural resources, housing, or urban and rural construction. +As at 31 December 2025, we owned one property with approximately 267,215 square metres in +aggregate in Malaysia and one property with app roximately 170,000 square metres in Sweden. We +use our property in Malaysia and Sweden as product ion facilities, warehousing and offices. The titles +to above-mentioned properties are legal and valid , and there are no disputes or potential disputes +over our ownership. Our Malaysian and Swedis h legal advisers are of the view that there are +currently no legal impediments, nor are any antici pated in the future, that would prevent us from +obtaining any new or replacement land own ership certificates, if applicable. +Leased Property +As of Latest Practical Date, our Company and the major subsidiaries leased four properties in +the Chinese Mainland for warehousing and pro duction purpose, with a GFA of approximately +179,302 square metres in aggregate, of which all applicable properties have been registered with the +local housing authority registry. As at 31 Dece mber 2025, our company and major subsidiaries +leased three property overseas in the U.S., Swed en and Singapore, with a GFA of approximately +86,413 square metres in aggregate. Specifically , we lease properties in the U.S. and Sweden for +production purpose, with approximately 49,723 squ are metres and 36,423 square metres separately. +Our properties in Singapore were used as offices, with approximately 277 square metres in aggregate. +The leases overseas generally have a term ranging from two to twelve years. +INTELLECTUAL PROPERTY +We rely on our proprietary technologies and production know-hows to maintain our +competitive position in the markets in which we op erate, and we generate intellectual properties +through our extensive R&D activities. We seek to prot ect our intellectual properties and proprietary +rights primarily through intellect ual property laws, relying on a comb ination of patents, trademarks, +trade secret and other forms of intellectual pro perty protection in Chinese Mainland and other +countries. +As at 31 December 2025, we have applied for a total of 1,026 patents, including 298 overseas +patents. We have obtained 490 valid patents, includ ing 204 authorised invention patents (including +90 overseas invention patents) and 286 authoris ed utility model patents. As at 31 December 2025, we +have held a total of 31 valid trademarks. Since 31 December 2025 up to the date of this prospectus, +there has not been material change in our intellectual property rights. +Our general patent policy is to apply for paten ts on an ongoing basis in Chinese Mainland and +other relevant jurisdictions, on patentable developments that are considered to have commercial +significance. Our portfolio of patents covers our proprietary technologies used in raw material +formulations, manufacturing processes and manufacturing equipment. +We place great emphasis on the protection of intellectual property rights. We have a robust +intellectual property management system, which ensures the technological advantages of our +products. We strictly follow GB/T29490–2013 ‘‘Intellectual Property Management Specification’’ to +monitor and protect our intellectual property rights and ensure the operation of our intellectual +property management system. +We have established an intellectual property management office in charge of the overall +management of intellectual property rights, with other teams cooperating with the intellectual +property office to manage intell ectual property-related matters. In addition, we have appointed +BUSINESS +–1 6 3– + + +--- page 173 --- +designated personnel to su pervise intellectual property management, review intellectual property +management manuals and procedural documents. Ou r Chairman approves the intellectual property +policies formulated by the intellectual property m anagement office, which subsequently reviews the +suitability of our intellectual property policie s on a regular basis. The intellectual property +management office regularly trains our staff on the importance of intellectual property and the laws +and regulations relating to intelle ctual property. In addition, we require our R&D employees to enter +into confidentiality agreements, which prohibit th em from disclosing our proprietary information or +technology and from taking relev ant positions at competing companies after terminating their +employment with us. Furthermore, we have adopted an encryption system in our manufacturing +processes which prevents unauthorised leakage and plagiarism of our intellectual property. +LICENCES AND APPROVALS +During the Track Record Period and up to the Latest Practicable Date, we had obtained all +licences, approvals, permits and certificates that are material and necessary for our business +operations in jurisdictions where we operate, and s uch licences, permits, approvals and certificates +are valid and subsisting. +During the Track Record Period and up to the Late st Practicable Date, we had not experienced +any difficulty in obtaining or applying for renew al of all necessary licences, permits and approvals +that would have a material and adverse effect on our operations. We do not expect any impediment +in renewing our material licences, permits and appr ovals as they expire in the future that would have +a material and adverse effect on our operations. +The table below sets forth details of our material licences and permits: +No. Entity Name of the licence, approval or permit Expiry date +1 Our Company Pollution Disch arge Permit 30 August 2028 +2 Our Company Record registr ation form of foreign trade +dealers +N/A +3 Our Company Registration Certificate of Customs +Declaration Unit +N/A +4 Our Company Self-Care Inspection Enterprise Record +Registration Certificate +N/A +5 Hefei Senior Pollution Dis charge Permit 2 August 2028 +6 Hefei Senior Record registration form of foreign trade +dealers +N/A +7 Hefei Senior Registration Certificate of Customs +Declaration Unit +N/A +8 Hefei Senior Record Form of Entry and Exit N/A +Inspection And Quarantine Application +Enterprise +9 Changzhou Senior Fixed Pollution Discharge Registration +Receipt +17 October 2028 +10 Changzhou Senior Record registration form of foreign trade +dealers +N/A +11 Changzhou Senior Receipt of Customs Record of Consignee +or Consignor of Import and Export +Goods +N/A +12 Jiangsu Senior Fixed Pollution Discharge Registration +Receipt +11 January 2027 +13 Jiangsu Senior Record registration form of foreign trade +dealers +N/A +14 Jiangsu Senior Receipt of Customs Record of Consignee +or Consignor of Import and Export +Goods +N/A +BUSINESS +–1 6 4– + + +--- page 174 --- +No. Entity Name of the licence, approval or permit Expiry date +15 Nantong Senior Record registration form of foreign trade +dealers +N/A +16 Nantong Senior Receipt of Customs Record of Consignee +or Consignor of Import and Export +Goods +N/A +17 Foshan Senior Customs Registration Certificate N/A +18 Foshan Senior Pollution Discharge Permit 14 November 2029 +AWARDS AND RECOGNITIONS +We have received numerous awards and recognit ions for our brand, bu siness operations, +products, intellectual properties and corporate responsibility achievements. The table below sets +forth a summary of significant awards and recogni tions related to our Group in 2023, 2024 and 2025. +Year Awards/certifications Awarding body +2024 First Prize of State Science and +Technology Progress Award ( 國家科 +學技術進步獎一等獎) +State Council of the People’s Republic of +China ( 中華人民共和國國務院) +2024 Enthusiastic Contribution Award +(2024 年度熱心貢獻獎) +Shenzhen Polymer Industry Association +(深圳市高分子行業協會) +Sixth Innovation Award of Polymer +Industry ( 第六屆高分子行業創新獎) +Shenzhen Polymer Industry Association +(深圳市高分子行業協會) +Second Prize of Science and +Technology Progress of Guangdong +Province ( 廣東省科技進步 +獎二等獎) +Government of Guangdong Province ( 廣 +東省人民政府) +2023 First Prize of Science and Technology +Progress of Ministry of Education +(教育部科技進步一等獎) +Ministry of Education of the People’s +Republic of China ( 中華人民共和國教 +育部) +First Prize of Technological Invention +(科技發明獎一等獎) +China Petroleum and Chemical Industry +Federation ( 中國石油和化學工業聯合 +會) +20th Shenzhen Famous Brand ( 第二十 +屆深圳知名品牌) +Shenzhen Famous Brand Evaluation +Committee ( 深圳市知名品牌評價委員 +會) +Clean Benchmark Technology Award +(清新標桿技術獎) +Advanced Battery Materials Industry +Cluster ( 先進電池材料產業集群) +Certificate of Scientific and +Technological Achievement +Evaluation: International Advanced +Level ( 科學技術成果評價證書：國際 +先進水平) +Guangdong Materials Research Society +(廣東省材料研究學會) +BUSINESS +–1 6 5– + + +--- page 175 --- +Year Awards/certifications Awarding body +Certificate of Scientific and +Technological Achievement +Evaluation: International Leading +Level ( 科學技術成果評價證書：國際 +領先) +Sichuan Institute of Scientific and +Technological Information ( 四川省科學 +技術信息研究所) +COMPETITION +Promoted by favourable regulatory policies and rapid development in downstream application +scenarios, the global battery separator market h as achieved a remarkable growth in total shipment +volume in recent years. According to Frost & Sulli van, the market size of global battery separator +industry by shipment volume increased from 10.9 billion m 2 in 2021 to 40.3 billion m 2 in 2025 at a +CAGR of 38.7%. In 2025, Chinese Mainland had the largest shipment volume of battery separator +in the world, accounting for around 85.9% of the market in major countries. As global demands +increase, in the future, the share of battery se parator shipments outside Chinese Mainland is +expected to rise significantly from 14.1% in 2 025 to 31.1% in 2030, reflecting a CAGR of 45.1%. +We operate in concentrated markets and ar e subject to competition from separator +manufacturers around the worl d. According to Frost & Sullivan, the total shipment volume of +global battery separator industry r eached approximately 40.3 billion m +2 in 2025, with the top five +market players accounted for approximately 67.2% of the total shipment volume of global battery +separator market. In 2025, our Group ranked seco nd in the global battery separator market and +accounted for 11.6% of the market share. In Chinese Mainland, the total shipment volume of battery +separators reached approximately 34.6 billion m 2 in 2025, according to Frost & Sullivan, with the +top five market players accounted for approximately 78.1% of the total shipment volume of Chinese +Mainland battery separator market. In 2025, our Group accounted for a market share of +approximately 13.5%, and ranked second in the Chi nese Mainland battery separator market. For +more information on the competitive landscape of our industry, see ‘‘ Industry Overview ’’ for details. +With the introduction of new technologies an d entry of new market participants, we expect +competition to continue to intensify in the future. However, leveraging our strong R&D capabilities, +production capacities, core technology advantage s, global strategic layout, proven go-to-market +strategies, established and extensive custome r and supplier relationships, we believe we are +positioned favourably in market competition. +Measures and Business Strategies to Address Overcapacity and Competition +To mitigate the impact of overcapacity and inte nse competition in the market, the Group has +adopted a comprehensive business strategy compr ising the following core measures. We believe that +the comprehensive business stra tegies set out below have contributed to an improvement in the +Group’s gross profit margin in the three mont hs ended 31 March 2026 as compared to the same +period in 2025. In particular, the G roup’s strategic shift towards h igher-margin coated separator +products vis-a-vis the dry separator products, the implementation of more differentiated pricing as +market conditions in the coated b attery separator market began to stabilise, and the increase in +average selling prices across all product categories in the first qu arter of 2026 have collectively +supported a recovery in profitability. As a result, the Group’s gross profit margin showed signs of +stabilisation for the three months ended 31 March 2026 as compared to the three months ended 31 +March 2025 : +. Diversification and expansion of customer base overseas +We are systematically expanding our intern ational presence by establishing overseas +manufacturing bases, including manufacturin g bases in the U.S., Sweden, and Malaysia. This +approach not only enables us to serve international customers more efficiently by localising +production but also reduces dependence on any single market, thereby dispersing risk across +diverse geographic areas. Benefiting from this strategy, our overseas revenue increased from +BUSINESS +–1 6 6– + + +--- page 176 --- +RMB401.0 million in 2024 to RMB568.2 million in 2 025, while our overseas sales volume grew +from 223,072 thousand m 2 in 2024 to 335,819 thousand m 2 in 2025. Through actively +cultivating long-term relationships with bot h global and local customers, and providing +tailored, region-specific solutions, we seek s to address fluctuating domestic demand and +alleviate the effects of overcapacity in its original markets. +. Continued investment in research and development (R&D) and innovation +We have made significant and ongoing investments in R&D with the aim of driving +technological advancement and product diff erentiation. By developing new proprietary +technologies, enhancing product quality, and introducing advanced features that meet +evolving customer needs, we are able to maintain a competitive edge even under market +saturation. Innovation allows us to move up the value chain, targeting p remium segments, and +offering customised solutions that command high er margins. This strategic focus on innovation +also helps us to respond proactively to emerging market trends and regulatory changes. +. Optimisation and upgrading of production capacity +To better align our production capacity with market demand and industry trends, we are +optimising and upgrading our manufacturing foo tprint and product mix. In light of the ageing +of certain production lines and an adjustment to the focus of our product portfolio, in the +fourth quarter of 2025 we closed our Shenzhen manufacturing base and commenced operations +at our Foshan manufacturing base. The Foshan manufacturing base primarily focuses on the +production of wet process separators and coate d separators. It is equipped with wet process +production lines with increased equipment width and higher annual designed production +capacity per line compared to our previous facilities, which is expected to further enhance our +overall production efficiency, improve our cost structure and strengthen our competitiveness in +an environment of overcapacity. +Product Differentiation and Competitive Positioning +The Group’s products are differentiated fro m those of its peers in several key respects: +. Technological innovation: we leverage in-h ouse R&D capabilities to launch innovative +products, such as fifth generation wet proce ss separators and other forward-looking +products, which are designed to provide supe rior performance, safety, and efficiency. +. Customisation and service: we offer tailored product soluti ons with higher profitability +and technical support to meet specific client requ irements across different regions, helping +to build close, long-term customer relationships. +. International production network: With future manufacturing bases spanning Asia, +North America, and Europe, we can deliver timely, cost-effective products to local +markets, which enhances custo mer satisfaction and loyalty. +Strategies for Future Competition +Looking ahead, we intend to strengthen our position by further investing in overseas markets +and continuously upgrading its product portfolio. We plan to: +. Accelerate the establishment and ramp-up of overseas manufacturing bases to access new +markets and reduce logistics costs. By manuf acturing lithium-ion separator products +closer to end-users, we can significantly re duce transportation t ime and costs, minimise +supply chain risks, and improve responsive ness to market changes. This approach also +supports our ability to capture growth opportunities in emerging markets and enhance its +competitive positioning on a global scale. +BUSINESS +–1 6 7– + + +--- page 177 --- +. Broaden and deepen collaborations with strat egic customers globally. we plan to engage +proactively with both existing and potential c ustomers worldwide. This includes forming +long-term cooperation agreements, co-devel oping customised products to fit customised +requirements, and providing dedicated technical support. Through regular +communication and partnership-buildin g with leading players in the NEV, energy +storage facilities and consumer electronics sectors, we aim to strengthen customer +loyalty, increase its share of client pr ocurement, and drive joint innovation. +. Maintain leadership in rele vant technologies through sus tained R&D investment and +close monitoring of industry trends. we plan to further develop our well-established +three-pronged innovation ecosystem, upgrading internal R&D mechanism, expanding the +R&D team with specialists that possess cro ss-disciplinary expertise, and enhancing +collaborations between industry, academia and research institutions. +. Pursue operational excellence and efficiency to ensure cost competitiveness. We will focus +on optimising our manufacturing processes, adopting lean production practices, and +leveraging automation and dig ital technologies. This will help to improve output quality, +streamline supply chains, and lower producti on and operational expenses. Regular review +and enhancement of operational protocols will be integral to minimising inefficiencies and +maximising resource utilisation. +Measures to Stabilise Gross Profit Margin +Our gross profit margin amounted to 43.3%, 28.1% and 21.7% in 2023, 2024 and 2025. To +stabilise our gross profit margin, we in tend to take the following measures: +. Gradually increase product prices +We plan to adjust the selling prices of our produ cts, taking into account relevant market +conditions, customer demand and our competitors’ pricing strategies. We intend to optimise +our pricing mechanism by actively adjusting pr ices of our battery separator products, while +maintaining long-term and stable relationshi ps with our major customers by improving our +product quality. For example, as market conditi ons in the industry, in particular the coated +battery separator market, began to stabilise in t he first quarter of 2026, we successfully seized +the opportunity to refine our product mix and implement more differentiated pricing, which +supported an improvement in our profitability in the same quarter. +. Optimise our product mix +We intend to optimise our product portfolio by gradually increasing the proportion of +coated separator products vis -a-vis dry process separator p roducts. The coating process +generally significantly increase the thermal stab ility, anti-oxidation, adhesion and safety of the +base film and thus improve the performance an d safety features of the batteries. Thus, our +coated separator products generally have higher gross profit margins than dry process +separator products. See ‘‘ Financial information — Description of Principal Consolidated +Statements of Comprehensive Income Items — Gross Profit and Gross Profit Margin. ’’ +. Proactively expand our overseas markets +We plan to proactively expand our overseas markets, where the selling prices of our +products are generally more favourable than in the domestic market. According to Frost & +Sullivan, as domestic overcapacity intensifies , Chinese separator manufacturers have begun +expanding overseas, which may exert incrementa l pricing pressure on overseas markets over +time. However, the supplier qualification and ce rtification process required by downstream +battery manufacturers is typically longer in overseas markets as compared to domestic +customers, and the resulting high switching cost s create meaningful barriers to competition that +support the price premium. We intend to broaden our overseas customer base, increase direct +sales to overseas customers and strengthen our c ooperation with leading international battery +manufacturers. +BUSINESS +–1 6 8– + + +--- page 178 --- +INSURANCE +We have in place the mandatory insurance policies required by PRC laws and regulations and +in accordance with the commercial practices in ou r industry. We maintain property risks insurance +to protect the loss of fixed assets such as machinery, equipment and inventory due to events such as +theft and natural disasters. Our em ployee-related insurance consist s of pension insurance, maternity +insurance, unemployment insurance, work-related injury insurance, medical insurance and housing +provident funds. During the Track Record Period and up to the Latest Practicable Date, we did not +file any material insurance claims in relation to our business. See ‘‘ Risk Factors — Risks Relating to +Our Business and Industry — Our insurance coverage may not be sufficient to cover all losses, which +may increase our costs of operation .’’ +TRANSFER PRICING ARRANGEMENTS +We carry out intra-group transactions amon g our subsidiaries in the PRC and overseas, +primarily comprising the following: (i) sales of fin ished products and semi-finished products between +our manufacturing bases; (ii) sales of raw materi als between our manufacturing bases, as well as +from Singapore Senior and INV Corporation Pte. Ltd. (‘‘ Singapore Entities ’’) to our manufacturing +bases; (iii) sales of equipment from Singapore Entities to our manufacturing bases; and (iv) +intra-group loan transactions within our subsid iaries. The above transactions (i) to (iii) are +collectively referred as ‘‘intra-group buy-sell tra nsactions’’, and transaction (iv) is referred as +‘‘intra-group loan transactions’’. Under the app licable PRC tax laws and regulations, our Group is +not required to obtain prior approval from or make advance notifications to the relevant tax +authorities in respect of its transfer pricing arrangements. However, our Group is required to file the +Annual Related Party Transaction Report ( 《企業年度關聯業務往來報告》) with the relevant PRC tax +authorities as part of its annual corporate incom e tax filing. During the Track Record Period and up +to the Latest Practicable Date, our Group had comp lied with such filing requirements in all material +respects. +The following table sets forth the intra-group tr ansaction amounts for the periods indicated: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Intra-group buy-sell transactions 2,624,233 4,293,268 5,038,965 +Intra-group loan transactions — 37,558 80,342 +The above intra-group transactions represent the substantial majority of our intra-group +transactions, accounting for app roximately 97%, 98% and 97% of our total intra-group transaction +amount in the respective year during the Track Record Period. +Transfer Pricing Assessment +We have engaged an independent transfer pricing consultant (‘‘ Transfer Pricing Consultant ’’) to +perform transfer pricing review, including benchmarking studies, to evaluate the transfer pricing +arrangements in relation to the a bove-mentioned intra-group transactions during the Track Record +Period. +(A) Our Group’s intra-group buy-sell transactions +During the Track Record Period, the majority of our intra-group buy-sell transactions took +place within the PRC. The remaining cross-border transactions, which account for approximately +23% of intra-group activities, were primarily conducted between our Singapore Entities and +manufacturing bases. +BUSINESS +–1 6 9– + + +--- page 179 --- +The diagram below sets out the business flow o f our Group’s primary intra-group buy-sell +transactions during the Track Record Period: +Sales of final products, +semi-finished products, +raw materials +PRC +manufacturing bases +PRC +manufacturing bases +Overseas +manufacturing bases +Business flow +PRC +Overseas +Sales of raw materials +and equipment +Sales of raw materials +Singapore Entities +Our Group’s primary intra-group buy-sell tran sactions could be illustrated and assessed as +follows: +(i) Domestic intra-group buy-sell transactions +Our Group’s domestic intra-group transacti ons largely involved the purchase and sale of +finished goods, semi-finished goods, and raw materials between our PRC manufacturing bases (with +similar corporate income tax rates). These wer e standard internal transfers and resales. +Benchmarking studies were conducted to evaluate these intra-group transactions by applying +appropriate transfer pricing methods and profit-level indicators (‘‘ PLIs ’’), which established the +arm’s-length ranges of comparable companies accor dingly. Based on the analysis, the profitability of +our manufacturing bases achieved in the above domes tic intra-group buy-sell transactions fell within +the arm’s-length range duri ng the Track Record Period. +(ii) Cross-border buy-sell transactions between our manufacturing bases and Singapore Entities +Our Group’s manufacturing bases purchased raw materials and equipment from our Group’s +Singapore Entities for production purposes. These Singapore Entities acted as routine distributors in +the intra-group transactions. Based on their fun ctional profiles, the Transactional Net Margin +Method was selected as the most appropriate transfer pricing method, with the Return on Sales +(‘‘ROS’’) ratio used as the PLI to assess these transactions during the Track Record Period. +Given that the intra-group arrangement, business operation and functional profiles of our +Singapore entities were similar during the Track R ecord Period, they were grouped together for the +transfer pricing assessment. A benchmarking study was conducted by selecting independent +companies that perform activities comparab le to those of the Singapore Entities in their +intra-group transactions. The three-year weig hted-average ROS ratios of these comparable +companies ranged from 1.09% to 5.44%. During th e Track Record Period, the Singapore Entities +achieved a weighted-average ROS ratio of 1.12% , which falls within the arm’s length range +established by the co mparable companies. +BUSINESS +–1 7 0– + + +--- page 180 --- +(B) Our Group’s intra-group loan transactions +The diagram below sets out the transaction flow of the intra-group loan arrangements within +our Group during the Track Record Period: +Intra-group loan +Interests expense +PRC +Overseas +Chinese Mainland +Singapore +Malaysia +Sweden +U.S. +Borrower +Chinese Mainland +Lender +Singapore +Sweden +Our Group had a total of 157 domestic and cross- border intra-group loan transactions during +the Track Record Period. The entities involved in th e loan transactions are located in jurisdictions +including PRC, Sweden, Singapore, Malaysia, and the U.S., with transaction currencies as USD, +RMB, EUR, SGD, MYR, and SEK. The subsidia ries that acted as borrowers in the loan +transactions were assessed to have credit rating s of A+, A or A-. The borrowing maturities ranged +from 0.1 to 5 years. Fixed rates were applied for these loans during the Track Record Period. +Benchmarking studies (totally 17 sets) were conducted by categorising each intra-group loan +transaction based on key comparability factors su ch as credit rating, term, currency, and market +conditions at the time of pricing. The Comparable Uncontrolled Price Method was selected as the +most appropriate method for analysing the arm’s le ngth nature of these loan transactions. Given the +inherent volatility in the interest rates of the selected comparable uncontrolled transactions, the +observed rates exhibit a broad distribution. In t his context, while the interquartile range is +considered, the full range of observed rates is regarded as a relevant reference for assessing +compliance with the arm’s length principle, reflectin g the variability characteristic of the underlying +market data. +In general, 138 out of 157 of the transactions fell within the full range of benchmarking study. +For transactions falling outside the full range and wh ich could pose transfer pricing risks, a detailed +analysis was performed on their specific facts and c ircumstances. Based on the analysis, 14 out of the +19 transactions did not result in any reduction in th e corporate income tax liabilities of the relevant +group entities in their respective jurisdictions d uring the Track Record Period, while 5 transactions +led to a minimal reduction in corporate income tax liabilities amounting to RMB 413,889.44, which +falls below the audit materiality threshold. Conseque ntly, the overall transfer pricing risk related to +these transactions is viewed as low. +Our Directors, together with the Transfer Pricing Consultant, are of the view that our relevant +intra-group transactions were largely conducted on an arm’s length basis, and were consistent and in +compliance with the relevant transfer pricing reg ulations in relevant tax jurisdictions and the +Organisation for Economic Cooperation and De velopment Transfer Pricing Guidelines for +Multinational Enterprise and Ta x Administrations during the Track Record Period in material +aspects. +BUSINESS +–1 7 1– + + +--- page 181 --- +Internal Control Measures +Our Group has implemented internal control mea sures to ensure compliance with the relevant +transfer pricing rules and regulations, including (i) establishing the Pricing Principles for Related +Party Product Transactions ( 《關聯產品交易定價原則》), which set out the pricing methodologies for +transactions with domestic and overseas rel ated parties, covering both consignment and +non-consignment arrangements. The scope of products includes raw materials, equipment, and +finished goods; (ii) disseminating the Pricing P rinciples to the relevant business and finance +departments of the related parties through official email notifications to ensure awareness and +compliance; and (iii) embedding all pricing for related party sales orders within the system workflow +so that it is subject to review and approval by the relevant senior management personnel. +LEGAL PROCEEDINGS AND COMPLIANCE +Legal Proceedings +We are currently, and may from time to time in the future, be subject to various legal or +administrative claims proceedings arising from the ordinary course of business. Litigation or any +other legal or administrative proceeding, regardle ss of the outcome, is likely to result in substantial +cost and diversion of our resources, including our management’s time and attention. See ‘‘ Risk +Factors — Risks Relating to Our Business and Industry — We may be involved in claims, disputes and +legal proceedings in our ordinary course of business .’’ +During September 2019 to November 2023, our Company and certain of our subsidiaries were +sued against in the US and the UK by a U.S.-based competitor that is engaged in the development +and production of battery materials for alleged inf ringement, illegal acquisition of trade secrets and +unfair competition. The competitor alleged tha t we (1) infringed certain of its patents and +misappropriated its trade secrets related to battery separator manufacturing technologies; and (2) +used the misappropriated trade secrets and the infringed patents to unfairly compete and gain +market share from the competitor. The compet i t o rr e q u e s t e dt h eU Sa n dU Kc o u r t st og r a n t +injunction against our Group from selling relat ed products in their respective markets and to +determine appropriate compensation based on the judgement. During this period, we believed that +the allegations did not have merits, and sought d ismissal of the competitor’s claims and pursue +counterclaims. The Group has also filed charges of infringement and unfair competition against this +and other competitors in the Chinese courts. +In order to avoid lengthy legal proceedings occupying the resources of our Group so that its +management may utilize the resources to capture the industry growth opportunities, a settlement +agreement was reached with the competitor, a ccording to which we would pay the competitor +approximately US$15 million. In No vember 2023, the parties entered into an agreement that settled +the then-pending litigations and entered into a per petual-cross-licence in respect of each party’s +patents that apply to battery separators or batte ry diaphragms and that had already been published +or granted by the date of the settlement which co uld otherwise be alleged to infringe the other +parties’ patents, and any later granted or publis hed family members that apply to battery separators +or battery diaphragms of these particular patent f amilies, all pursuant to the terms of the settlement +agreement. The Company and the Directors confirm, and the Sole Sponsor concurs, that such +cross-licence did not and will not materially and adv ersely affect the business, revenue, financial +conditions and results of operations of the Company, on the basis that (i) the cross-licence was +entered into as part of a comprehensive settlement t hat resolved all then-pending litigations between +the parties across multiple jurisdictions, th ereby eliminating the cost s, uncertainties and +management distraction associated with prolonged m ulti-jurisdictional litigation; (ii) as stated +above, the cross-licence does not extend to the Comp any’s other intellectual property rights, trade +secrets or know-how; (iii) the cross-licence is pe rpetual and mutual, providing the Company with +reciprocal freedom to operate under the counterparty’s relevant patents, thereby greatly reducing the +relevant future infringement claims against the Company; (iv) the Company’s core competitive +advantages, including its propriet ary manufacturing processes, production capacity and customer +relationships, are not diminished by the cross- licence; and (v) given the rapid development of +BUSINESS +–1 7 2– + + +--- page 182 --- +lithium-ion batteries in recent years, the separator technologies have also undergone rapid +development. As a result, the relevance and c ommercial value of the patents subject to the +cross-license have diminished over time, further minimizing any potential impact on the Company’s +ongoing business and operations. +Apart from the litigations mentioned above, i n 2022, we initiated a patent infringement +litigation against Shenzhen Zhongxing Xincai Technology Co., Ltd. ( 深圳中興新材技術股份有限公 +司), Wuhan Zhongxing Innovation Material Technology Co., Ltd. ( 武漢中興創新材料技術有限公司) +and Shenzhen Science Technology Co., Ltd. ( 深圳賽恩士科技有限公司) (together, the ‘‘ defendants ’’) +at the Shenzhen Intermediate People’s Court (the ‘‘ Shenzhen Court ’’), claiming RMB50.5 million in +damages, alleging that the lithium-ion battery se parator products manufac tured by the defendants +infringed our patent. In February 2023, the Shen zhen Court dismissed our claims on the ground of +insufficient evidence. The Company confirms that this dismissal does not have any material adverse +effect on the business, financial conditions and r esults of operations of the Company, on the basis +that (i) the Company was the plaintiff in the p roceedings and the dismissal does not impose any +liability or obligation on the Company; (ii) the dis missal was on the ground of insufficient evidence +and does not affect the validity or enforceabilit y of the Company’s underlying patent; (iii) the +claimed amount is not material relative to the overa ll business scale, revenue and financial position +of the Group; and (iv) the dismissal does not preclude the Company from pursuing future +enforcement actions in respect of the same patent with additional evidence. +In 2023, we discovered that a patent applied for by our competitor after one of our former +employees joined them was highly related to trade secrets the employee had accessed to and mastered +during his employment with us. Thereafter, we init iated a trade secret infringement case against +Shenzhen Zhongxing Xinca i Technology Co., Ltd. ( 深圳中興新材技術股份有限公司), Wuhan +Zhongxing Innovation Material Technology Co., Ltd. ( 武漢中興 +創新材料技術有限公司)a sw e l la s +our former employee at the Shenzhen Court, cl aiming RMB50.5 million in damages. The Company +voluntarily applied to withdraw the claim in November 2023, which the Shenzhen Court approved, +primarily because following the Court’s investigat ion and mediation. We determined that continuing +the litigation was not the most efficient means of pr otecting our interests under the circumstances, as +it would not be in our best interests to commit further time and resources that could be better +deployed on business development. The Company confirms that the withdrawal does not have any +material adverse effect on the business, financ ial conditions and results of operations of the +Company, on the basis that (i) the litigation was init iated by the Company as plaintiff to proactively +protect its intellectual property rights, and the withdrawal does not expose the Company to any +liability; (ii) as stated above, the withdrawal was also initiated by the Company after the assessment, +and the Company determined that continuing the l itigation was not the most efficient means of +protecting its interests; (iii) the c laim amount is not material relativ e to the overall business scale and +financial position of the Group; (iv) the withdrawal does not constitute a waiver or abandonment of +the Company’s trade secret rights or any other intellectual property rights; and (v) the withdrawal +does not adversely affect the Company’s ability to c ontinue manufacturing, selling or developing its +products. +A sa tt h ed a t eo ft h i sp r o s p e c t u s ,w ea r eo ft h ev i ew that the lawsuits disclosed herein will not +have any material adverse impact on our overall business, financial condition and results of +operations in the future. During the Track Record Period and up to the Latest Practicable Date, +there were no other legal proceedings pending or threatened against us or our Directors that could, +individually or in the aggregate, have a material adv erse effect on our business, financial condition +and results of operations. +To the best knowledge of our Directors, during the Track Record Period and up to the Latest +Practicable Date, (1) the Group did not infringe u pon the intellectual property rights of any of its +competitors, and (2) there were no other IP disputes that could have a material adverse effect on our +business, financial condition and results of operations. As confirmed by our PRC, Swedish, U.S. and +Malaysian legal advisers, during the Track Reco rd Period and up to the Latest Practicable Date, +there were no other outstanding IP disputes tha t could have a material adverse effect on our +BUSINESS +–1 7 3– + + +--- page 183 --- +business, financial condition and results of operations. As confirmed by our PRC legal adviser, +based on inquiries on the websites of the PRC litigation authorities in the public domain, as of the +Latest Practical Date, there were no pending IP disputes in PRC that could have a material adverse +effect on our business. Based on the independen t due diligence conducted by the Sole Sponsor, +including, without limitation, discussion with th e Directors and senior management of the Group, +review of the legal opinions issued by the Company’s PRC, Swedish, U.S. and Malaysian legal +advisers, and such other due diligence as the Sole S ponsor considered appropr iate, the Sole Sponsor +is of the view that the Directors’ confirmation set out in paragraphs (1) and (2) above are reasonable +and supported by the information obtained in the due-diligence process. +Legal Compliance +During the Track Record Period and up to the La test Practicable Date, we had not been and +were not involved in any material non-compliance incidents that would have a material adverse +effect on our business, financial condition and results of operations. Our Directors and Legal +Advisers are of the view that we have materially co mplied with the applicable laws and regulations in +the jurisdictions in which we operate. The non-comp liance incidents identified below, as well as the +non-compliance identified in ‘‘— Properties ’’ section, have not had, and are not expected to have any +material adverse effect on our business, financial condition and results of operations. To the best +knowledge of our Directors, the identified non-compliance matters have not had, and are not +expected to have, any material adverse impact on o ur business, financial condition and results of +operations. +Social Insurance and Housing Provident Funds +During the Track Record Period, we had not made social insurance and housing provident fund +contributions for our employees in full, and we en gaged third-party human resource agencies to pay +social insurance premiums and housing provident f unds for certain of our employees, which do not +comply with the relevant laws and regulation s and may be deemed as not making the relevant +contributions. In 2023, 2024 and 2025, the amount of our shortfall in our contributions of social +insurance fund and housing provident fund (including contributions made by third-party human +resources agencies) is RMB13. 0 million, RMB12.9 million and RMB12.0 million, respectively. As +advised by our PRC Legal Adviser, according to the Social Insurance Law of the PRC, from the date +on which the payment is in arrears, a late payment surcharge of 0.05% of the outstanding amount +may be imposed on a daily basis. In addition, where payment is still not made after the expiry of the +time limit ordered by the competent authorities , a fine could be imposed with the maximum being +three times the amount in arrears. We do not int end to engage the third-party human resources +agencies after Listing. +As advised by our PRC Legal Adviser, on the b asis that (i) based on interviews with the +competent authorities in the l ocations where the majority of our employees are based, such +authorities confirmed that they typically do not p roactively require enterprises within their +jurisdictions to make supplementary payments for shortfalls in social insurance or housing provident +fund contributions and, provided that we complete any corrective actions as required upon receipt of +notices from the relevant competent authoritie s, they will not impose penalties on us; (ii) the +applicable laws and regulations and the execution a nd supervision requirements of local government +do not materially change, and (iii) there are no unre solved material complain ts from our employees, +the likelihood that we will be subject to a material administrative penalty by the relevant competent +social insurance authorities and be required t o pay the outstanding amount is remote. See ‘‘ Risk +Factors — Risk Relating to Our Business and Industry — We may be subject to penalties under relevant +PRC laws and regulations due to failure to be in full compliance with social insurance and housing +provident fund regulations .’’ Having considered the view of our PRC legal adviser, our Directors are +of the view that the above-mentioned non-compliance has not had, and is not expected to have, any +material adverse impact on our operations or financial performance. +BUSINESS +–1 7 4– + + +--- page 184 --- +On 31 July 2025, the Supreme People’s Court of the PRC issued the Interpretation II by the +Supreme People’s Court of the PRC on Legal Issues in the Trial of Labour Dispute Cases ( 最高人民 +法院關於審理勞動爭議案件適用法律問題的解釋（二）) (the ‘‘Interpretation ’ ’), which takes effect from 1 +September 2025. Pursuant to the Interpretation, it is a statutory obligation on both the employers +and employees to participate in the social insura nce. Any arrangement not to participate in social +insurance, either by unilateral undertaking or mutual agreement, is in valid. Furthermore, the +Interpretation specifies that if the employee ter minates the labour contract on the grounds that the +employer has failed to make social insurance contributions as required by law, and claims economic +compensation from the employer, the courts s hall uphold the claim. New regulations or new +interpretations of existing regulations may imp ose additional obligations on us, or otherwise +increase our compliance costs and expose us to potential penalties and fines. +As of the Latest Practicable Date, the shortfall in contributions of social insurance fund and +housing provident fund has not been provided for or rectified. We undertake to rectify, pay or make +up any shortfall in social insurance contributions and/or house provident fund contributions as soon +as practicable after Listing and, in any event, within a specified period upon the requests of +competent authorities. We currently expect to make full contributions of social insurance +contributions and housing provident fund contributions by the end of 2027. We have taken the +following internal control measures to prevent future occurrences of such non-compliance: +. Human Resource Management Policies. Enhance our human resources management +policies, which explicitly require socia l insurance and housing provident fund +contributions to be made in full in accordance with applicable local requirements; +. Training. Strengthen the training of our personnel, including training on various +compliance-related top ics for our employees; +. Increasing awareness of developments in the law. Regularly keep abreast of the latest +developments in PRC laws and regulations relating to social insurance and housing +provident funds; +. Internal control measures. Establish an internal control team to monitor our ongoing +compliance with the social insurance and housing provident fund contributions +regulations and oversee the implementation of any necessary measures; and +. Consultation . Consult our PRC Legal Adviser on a regular basis for advice on relevant +PRC laws and regulations to keep us abreast of relevant regulatory developments; and +actively communicate with relevant social ins urance and housing fund local authorities to +ensure we have the most updated information about the relevant laws and regulations +concerning social insurance and housing provident fund. +Legal Compliance of Nantong Manufacturing Base +During the Track Record Period, the environmental protection acceptance and the safety +acceptance procedures for our Nantong manufacturing base (Phase II) were not completed prior to +the commencement of production for our pre-produ ction testing and adjustment. As of the Latest +Practicable Date, we have taken the following rectification measures: +. We have applied for and obtained relevant pollutant discharge permit; +. We have conducted an acceptance inspection o f the environmental p rotection facilities +and safety facilities for our Nantong manufacturing base Phase II; +. We are communicating the relevant status to the competent government authority, and as +of the Latest Practicable Date, we have not received any further rectification requests +from the government authority. We will continue to communicate with the competent +government authority to ensure our ongoing compliance with relevant regulations and the +government authority’s requirements. +BUSINESS +–1 7 5– + + +--- page 185 --- +As advised by our PRC Legal Adviser, the above circumstances regarding our Nantong +manufacturing base are not expected to have any material adverse impact on our business and results +of operation, based on (1) Nantong Senior has obtained the Pollutant Discharge Permit, (2) +interviews with relevant authorit ies of Environment and Safety, th ere are no foreseeable follow-up +actions or penalties for Nantong Senior; and (3) as of the Latest Practicable Date, Nantong Senior +has conducted the accept ance of the environmental protecti on facilities and safety facilities. +Legal Compliance of Dispatched Labour +During the Track Record Period, the proportion of our dispatched workers at certain +manufacturing bases that were either under const ruction or in the trial operation stage at times +exceeded 10% of the total workforce. According t o the Interim Provisions on Labour Dispatch and +Labour Contract Law of the PRC, the number of dispatched workers hired by an employer may not +exceed 10% of the total number of its employees, a nd any employer in violation of this provision +may be ordered by the labour authorities to rectify w ithin a specified time limit. Where rectification +is not made within the stipulated period, the employers may be subject to a penalty ranging from +RMB5,000 to RMB10,000 per dispatched worker ex ceeding the 10% threshold. However, during the +Track Record Period, we had not been subject to pen alty by any capable authorities due to the above +non-compliance. As at the Latest Practicable Date, the proportion of our labour dispatched +employees is less than 10% and complies with the re quirements of the Interim Provisions on Labour +Dispatch of the PRC. +ENVIRONMENTAL, SOCIAL AND GOVERNANCE +ESG Policy +We are deeply aware of our responsibilities re garding environmental p rotection and social +responsibility, and recognise the impacts that c limate change related issues may have on our business +operations. We are committed to complying with environmental, social and governance (‘‘ ESG’’) +reporting requirements from the Listing Date. Our ESG Policy sets out our obligations and scope of +authorities in performing the codes in Appendix C2 of the Listing Rules. We have established an +ESG governance framework covering the Board, the ESG Office and the ESG Task Force, with clear +delineation of responsibilitie s at all levels to ensure the systematic rollout and effective +implementation of ESG management. During the Track Record Period, we were not subject to +any major administrative penalties for violations of r elevant environmental protection, fire control, +or health and safety laws and regulations, which w e believe reflects the effectiveness of our ESG +governance and compliance measures. +The Board is primarily responsible for re viewing and approving the Company’s ESG +development policies, strategi es and objectives, supervising t he implementation of ESG-related +work, and reviewing and approving ESG report s and other significant ESG-related matters. +The main responsibilities of the ESG Office, a s the coordinating function, include: (i) +formulating overall policies, strategies, object ives and implementation approaches for ESG and +climate change management; (ii) coordinating the s etting, execution and performance evaluation of +ESG and climate-related objectives; (iii) taking the charge in identifying and assessing major ESG +and climate-related issues, and defining manage ment priorities and response strategies; (iv) +participating in the materiality assessment of E SG matters and providing professional advice to +the Board; and (v) regularly reviewing the imple mentation of ESG objectives as required by the +Board, and promoting continuous improvement. +The ESG Task Force consists of designated repr esentatives from various operational and +functional departments, and are mainly responsible f or: (i) assisting in the collection, integration and +provision of relevant ESG data and information; and (ii) coordinating communications among +various stakeholders. +BUSINESS +–1 7 6– + + +--- page 186 --- +Environment +The Company has always regarded environmental protection as a core component of our +sustainable development strategy . We have built a green, low-carbon and high-efficiency operation +system through concrete actions. We have implemented a number of measures to promote green +operations and optimised use of resources, includi ng the continuous implementation of internal +operation process optimization and technological i nnovation to enhance energy efficiency, the active +adoption of clean technologies, and the deplo yment of renewable energy projects in actual +operations and production. Going forward, we will continue to promote energy-saving and emission +reduction projects and explore more renewable energy application solutions, so as to achieve +synergies between the continuous improvement of environmental performance and business growth. +Environmental Protection +We attach great importance to environment al management. We have formulated strict +management policies and control measures for the w aste gas, waste water and solid waste regularly +discharged during our production process. We strictly comply with the Environmental Protection +Law, the Law of the PRC on the Prevention and Control of Environmental Pollution by Solid +Wastes, the Law of the PRC on the Prevention and Control of Water Pollution, the Law of the PRC +on the Prevention and Control of Air Pollution, the Law of the PRC on the Evaluation of +Environmental Impacts, and other applicable environmental laws and regulations of Chinese +Mainland and other countries, so as to ensure that all operations are compliant with the laws and the +requirements of the state’s environmental policies. +We have established and implemented a standar dised environmental management system in +order to systematically identify and manage the environmental ris ks that we may face. We continue +to promote the institutionalisation and standard isation of our environmental management in an +effort to minimise the environmental impact of our daily operations. As at 31 December 2024, our +six manufacturing bases located in Shenzhen, Nantong, Changzhou, Jiangsu, Hefei and Europe +(namely, Shenzhen Senior, Nantong Senior, Chang zhou Senior, Jiangsu Senior, Hefei Senior and +European Senior, respectively) have all obtaine d the ISO 14001 environmental management system +certification. +We actively respond to the EU Regulation (EC) No. 2023/1542 of the European Parliament and +of the Council on Batteries and Waste Batteries, t he EU Fluorine Restriction Directive and other +international regulations, and continue to increase investment in R&D of green materials, and +actively promote the technological break-through research of non-fluorine colloid products as an +alternative to PVDF, so as to help our products better meet the market’s green access standards. In +the meantime, the Company has joined the Techn ical Committee of China Battery Industry +Environmental Product Declaration Platform an d the Battery Industry Carbon Emission Standard +Working Group to help promote the construction of industry environmental standards and carbon +emission accounting system, and to contribute to the green and low-carbon transformation of the +battery industry. +As confirmed by our U.S. and Malaysian legal ad visers and Swedish legal advisers as to the +environmental matter during the Track Record Peri o da n du pt ot h eL a t e s tP r a c t i c a b l eD a t e ,w eh a d +materially complied with the environmental laws a nd regulations in respect of the construction of +manufacturing bases in the foreign jurisdictions, including Sweden, Malaysia and the Unite States. +To address the gap of sustainable development standards in the separator industry, the +Company has taken the lead in drafting and relea sing a series of low-carbon standards for the +industry, including the ‘‘Imple mentation Guide for Energy Efficiency Benchmarking in the Battery +Industry’’, ‘‘Evaluation Criteria for Sustainable Factories’’, ‘‘Green Supply Chain Management +Evaluation Specifications for Power Lithium Ion Ba ttery Industry’’ and ‘‘Evaluation Requirements +for Green Factories of Lithium Ion Battery Diaphra gms’’, to help the industry achieve sustainable +development of the whole value chain. We hope to push the industry in the direction of lower +carbon, higher efficiency and more recycling through the development of standards. In 2023. 2024 +and 2025, we invested a total of approximate ly RMB35.97 million, RMB39.6 million and RMB83.88 +BUSINESS +–1 7 7– + + +--- page 187 --- +million in environmental protection, respectively . As at the Latest Practicable Date, we have not +been subject to any administrative penalties, fin es or sanctions for violation of any applicable +environmental protection laws and regulations. During the Track Record Period, we complied with +the relevant PRC environmental laws and regulations in all material respects. +The Group has established corresponding management policies and practices in relation to the +use of energy-efficient equipment, application of r ecyclable polymers, reduction of solvent usage in +slurry formulation, and the extension of battery se parator life and recyclability, as follows: (i) +Energy-Efficient Equipment: We have formulat ed energy management policies at multiple +production sites, such as the Energy Manage ment Manual (Shenzhen Senior), the Energy +Procedure Document and Energy Resource Consumption Control Procedure (Nantong Senior), +and the Equipment Power Consumption Management Standard (Changzhou Senior). These set out +requirements for the procurement and use of high-efficiency equipment, encourage the adoption of +energy-saving technologies and new equipm ent, and support the gradual phasing out of +high-energy-consuming equipment. (ii) Applicat ion of Recyclable Polymers: Sustainability of +materials is fully taken into account in our product development. For example, a dedicated +module is included in the Feasibility Study Repo rt (Europe Senior) to a ssess and determine the +procurement and usage standards of recyclable polymers. In addition, the A-TD-QW08(10) +Temperature and Humidity Management Standard (Shenzhen Senior) also sets out related +sustainability requirements. (iii) Reduction o f Solvent Usage in Slurry Formulation: The Group +reduces solvent use in the production process through technological and management measures. For +example, Nantong Senior has issued the Wet Proces s White Oil Recovery Operation Specification +and the Wet Process Dichloromethane Recovery Operation Specification, which standardise the +recycling process, improve solvent utilisation, reduce consumption, and minimise environmental +impact. ( ⅳ) Extension of Battery Separator Life and Recy clability: Guided by our strategic plan, the +Group continues to promote the development of green products. For example, the Eco-Separator +No.1 has entered the customer validation stage. T hese aim to improve material performance while +extending product life cycle and reducing envir onmental impact. Moreover, the Sustainability +Action Plan (Europe Senior) has established desig n principles to enhance product recyclability and +guide R&D direction. +Emissions and Waste Management +We strictly abide by the Law of the PRC on Prevention and Control of Air Pollution and the +Law of the PRC on Prevention and Control of Solid Waste Pollution and relevant laws and +regulations, and continuously improve the mechanism of pollutant emission and waste management +in accordance with the requirements of the ISO 14001 environmental management system. Each +manufacturing base has an EHS (Environment, Heal th and Safety) department, which is responsible +for the monitoring and management of pollutants such as waste gas, waste water and noise, and +regularly commissions third-party organisatio ns to carry out tests to ensure compliance with +regulations and standards. +. Waste gas management: The EHS department o f each base identifies pollution sources +and types of waste gases in accordance with the Exhaust Gas Control Procedures, and +carries out emission testing on a regular bas is. We effectively improve the efficiency of +waste gas treatment and reduce the impact o n the external environment by optimising the +manufacturing process, installing exhaust ga s treatment facilities and building online +monitoring systems. +. Waste water management: The Company manag es domestic wastewater and industrial +wastewater by category. Domestic wastewater is treated and discharged into the municipal +pipeline network; industrial wastewater i s classified and treated with specialised +equipment. Rainwater and sewage diversion is operated in conjunction with an +intelligent monitoring system to ensure disch arge compliance and environmental safety. +BUSINESS +–1 7 8– + + +--- page 188 --- +. Solid waste management: We carry out a whole-process classified management and +compliant disposal of solid waste in accorda nce with the relevant management system. +General industrial waste, domestic waste and construction waste are uniformly collected +at temporary sites, sorted into separated zones, and transported regularly. Dedicated +collection sites are set up for domestic waste in the office area and installed with fire +extinguishers and monitoring facilities, and a transfer agreement is signed with the +municipal government for unified recyc ling and resource utilisation by recycling +companies. +. Hazardous waste management: a special haz ardous waste warehouse was built for each +base, and centralised and classified sto rage and dedicated management has been +implemented. All hazardous wastes are decla red and registered through the government +regulatory system, and regularly transport ed and harmlessly disposed of by qualified +third-party agencies to ensure that the entire process is compliant and traceable. +Water Management +We strictly comply with the Water Law of the PRC and other relevant laws and regulations, +and formulate and implement a num ber of internal protocols, including the Water Conservation +Management System, to continuously improve water resource management and water-saving +awareness among employees. Each manufacturing b ase strives to improve water use efficiency and +reduce water consumption through various me asures, including digital management, water +conservation campaigns, water equipment inspection and water balance testing. We have also set +up a water conservation working group to monitor the use of water resources at each base in real +time to ensure the effective implement ation of water conservation work. +The following table sets forth our water consumption figures for the years indicated: +For the year ended 31 December +Unit 2023 2024 2025 +Water consumption +Total water consumption cubic metre 878,185.82 1,264,356.13 2,214,090.25 +Water intensity cubic metre/revenue +of RMB10,000 +2.91 3.57 5.37 +Notes: +(1) The increase in our total water consumption in 2025 was primarily attributable to the inclusion of water +consumption from new production lines in Foshan that commenced operation in 2025 and our manufacturing +base in Malaysia, which remained und er construction during the year. +(2) The increase in our water use intensity from 2023 to 2025 was primarily due to the commissioning and ramp-up +of newly built and expanded production lines, which significantly raised water demand (including for production, +steam, utilities, and domestic use). To reduce water consumption, we have implemented measures such as +condensate and steam recovery , process optimization, wastewater treatment and reuse, and rainwater collection, +thereby improving water recycling rates and overall water efficiency. +Energy Management +We attach great importance to energy management and energy efficiency improvement. We +have established an energy management system an d have energy inspection mechanisms in place to +continuously promote the standardisation and optimization of energy use. We carry out regular +energy audits to systematically assess the energy e fficiency performance of key energy-consuming +equipment and processes. We have built an intellig ent energy management platform by combining +digital and intelligent means to achieve real-time co llection, data analysis an d dynamic regulation of +water, electricity, gas and other energy sources, and to identify energy wastage in a timely manner, in +a bid to continuously optimise our energy use struc tures. We also implemented energy reform pilot +projects to continuously upgrade our workshop en ergy systems, and have installed air energy heat +pumps at the manufacturing bases to heat tap water using surplus heat in the basement for +employees’ daily use in the dormitories. In addi tion, we actively promote the application of +renewable energy by deploying photovoltaic powe r generation systems to give priority to the use of +green power in the production process, empoweri ng the green production line and providing clean +energy support. +BUSINESS +–1 7 9– + + +--- page 189 --- +The following table sets forth our energy consumption figures for the years indicated: +For the year ended 31 December +Unit 2023 2024 2025 +Energy consumption +Total energy consumption MWh 570,546.09 780,643.84 1,076,703.96 +Direct energy consumption MWh 274,588.80 405,535.33 570,502.14 +Indirect energy consumption MWh 295,957.29 375,108.51 506,201.83 +Purchased electricity +consumption +MWh 276,328.13 341,396.03 463,978.71 +Purchased heat consumption MWh 20.00 410.19 24.85 +Renewable energy +consumption +MWh 19,609.17 33,302.28 80,526.27 +Gasoline consumption litres 16,014.81 13,046.81 34,203.99 +Diesel consumption litres 16,993.00 17,064.00 16,934.21 +Natural gas consumption 10,000 cubic metres 2,534.50 3,744.76 5,267.42 +Total energy consumption +intensity +MWh/revenue of +RMB10,000 +1.89 2.20 2.61 +Notes: +(1) The increase in our energy consumption from 2023 to 2 025 was primarily attributable to the commencement of +operations at several new production facilities, which resulted in a rise in overall energy demand. The increase in +our energy intensity from 2023 to 2025 was mainly drive n by capacity expansion and accelerated production +lines, which led to higher consumption of purchased electr icity, natural gas, and dies el. For instance, the launch +of new production lines and equipment expansion contributed to an overall rise in energy consumption. To +address this, we have optimised operating parame ters for equipment such as air compressors and +air-conditioning systems, carried out energy-saving tech nological upgrades (e.g., p hase-change energy-saving +systems and equipment retrofits), promoted the use of high-efficiency equipment and electric forklifts, and +continued to strengthen energy management and efficiency monitoring. +(2) Since 2023, we have started collecting gasoline consumption data to supplement and improve our energy +consumption statistics. +Greenhouse Gas Emissions (‘‘GHG’’) Management +We systematically manage GHG emissions at the le vels of operations, factory construction and +production activities, assess the impact of business activities on the environment, and formulate the +‘‘Senior Greenhouse Gas Inventory Procedures for Materials’’ to continuously promote low-carbon +transformation. We have set up a Greenhouse Gas Inventory Team, coordinated by the ESG Office, +to carry out regular carbon emission verifications of our manufacturing bases, identify and account +for sources of emissions across all process of operations in strict accordance with the ISO 14064–1 +standard, and scientifically manage carbon emission data. In order to enhance the transparency and +credibility of the data, the Company has commissi oned a qualified third-party organisation to +conduct independent audits to ensure that the d a t ai st r u ea n da c c u r a t e .W eh a v ea l s ol a u n c h e da +Scope 3 GHG emissions accounting programme to identify nine categories of emission sources and +measure their percentage share to provide data support for the development of scientific emission +reduction approaches and the implementatio n of sustainable development goals. We have +preliminarily completed the identification of app licable categories and data collection for Scope 3 +greenhouse gas (GHG) emissions during the period from 1 June 2023 to 31 May 2024. The Group’s +key Scope 3 GHG emission categories include: purchased goods and services (approximately +57.65%), fuel- and energy-related activities n ot included in Scope 1 and Scope 2 (approximately +30.01%), and downstream transportation and distribution (approximately 8.19%). Going forward, +we will continue to track and refine the identif ication of Scope 3 emission categories, while +strengthening data collectio n and accounting management. +BUSINESS +–1 8 0– + + +--- page 190 --- +The following table sets forth our GHG emissions figures for the years indicated: +For the year ended 31 December +Unit 2023 2024 2025 +GHG emissions +Direct GHG emissions +(scope 1) +tCO2e 54,881.37 81,042.99 114,013.43 +Indirect GHG emissions +(scope 2) +tCO2e 148,285.59 183,355.55 246,196.94 +GHG emission intensity tCO 2e 0.67 0.75 0.87 +Notes: +(1) The sources of data for scope 1 GHGs are the consumption of gasoline, diesel fuel and natural gas during +operations. +(2) The source of data for scope 2 GHGs is the consumptio n of purchased electricity and purchased heat during +operations. +(3) The emission factors for gasoline, diesel, natural gas and purchased heat are calculated with reference to the +‘‘Guidelines for Accounting Methods and Reporting of Greenhouse Gas Emissions by Enterprises in Other +Industries (for Trial Implementation)’’ issued by the G eneral Office of the National Development and Reform +Commission of China. +(4) The GHG emission factors for the power grid in Chin ese Mainland refer to the Ministry of Ecology and +Environment’s Announcement on the Release of CO2 Emission Factors for Electricity in 2022. +(5) The increase in our GHG emission in tensity from 2023 to 2025 was broadly consistent with the trend in energy +consumption, primarily due to increased use of purchased electricity, natural gas, and diesel. To mitigate the +increase, we have continued to optimise its energy mix and efficiency, promote the use of clean energy, and +implement production process improvements and ene rgy-saving measures to reduce emission intensity. +Addressing Climate Change +We recognise the risks and opportunities broug ht by climate change. Our senior management is +responsible for overseeing the Company’s direction on climate change and industry dynamics; +considering climate-related risk s and opportunities and integrating them into the our overall +strategic decisions. The ESG Office is responsibl e for planning and executing climate change work +and reporting to the senior management, and providing execution support and safeguard for +base-related work. To meet the challenges of c limate change, we continue to improve the climate +resilience of our operations and businesses, a ssessing their potential impact on operational +performance, while focusing on low-carbon technological innovation for our products, and are +committed to enhancing our cor porate climate resilience. +Risk identification +We identify physical risks, including extreme we ather, as well as transformational risks, such as +policy regulations, market preferences, and technological change: +. Physical risks: Extreme weather events (e.g., typhoons, heavy rains, droughts, etc.) may +cause damage to our facilities such as indus trial parks, office buildings and staff +dormitories, which in turn may affect production schedules and the health of our +employees. Long-term climate change such as ri sing temperatures and water scarcity may +also pose challenges to our operations. +. Transformational risk: As environmental re gulations become increasingly stringent, we +need to continue to improve our level of compliance in the areas of energy use, waste +management and information disclosure. A t the same time, customers’ increased green +preference and the accelerated technologica l upgrading of the industry will place higher +demands on our products, technologies and operating models. +Response measures +To enhance climate resilience, we have taken a nu mber of comprehensive countermeasures: (i) +establishing a climate emergency m anagement system, conducting extreme weather risk assessments +and emergency drills; (ii) promoting the construc tion of telecommuting m echanisms and emergency +response facilities to enhance business consistency ; (iii) strengthening water security and employee +health management; (iv) paying attention to t he changes in climate polic ies and improving our +BUSINESS +–1 8 1– + + +--- page 191 --- +compliance system; (v) introduci ng a digital energy consumption management platform to promote +energy conservation and operational efficiency ; and (vi) upgrading green products and services to +expand the application scenarios of low-carbon solutions. +Metrics, Targets and Action Plans +To control energy consumption and greenhouse gas emissions from production and operations, +we have established environmental targets. Taking 2024 as the baseline year, we aim to reduce both +the greenhouse gas emission intensity (includ ing Scope 1 and Scope 2 emissions, in tonnes of CO +2e +per 10,000 RMB of revenue) and the energy consumption intensity (MWh per RMB10,000 of +revenue) by 5% by 2029. To achieve these targets, the Group has advanced related initiatives and +measures across multiple dimensions, including en vironmental compliance, renewable energy use, +technological upgrades, product development, and resource recycling, as follows: (i) Environmental +compliance in operations: The Company aligns its environmental management plans with domestic +and international regulations. All production s ites have obtained the necessary environmental +permits, ensuring compliance with local enviro nmental laws and regula tions; (ii) Increasing +renewable energy usage: We are committed to p romoting green transformation across our +production sites. A series of renewable ener gy application projects have been launched, +accompanied by ongoing improvements in energy efficiency and expanded adoption of green +electricity to support low-carbon production lines. In 2024, the Group’s renewable energy usage rate +reached 4.3%, and Europe Senior plans to achieve 100% renewable energy use in the short term; (iii) +Driving clean technology upgrad es: We continue to advance clean technology initiatives, with all +production sites deploying online VOCs emissions monitoring systems. For example, Hefei Senior +has adopted a combined approach of compression-condensation, membrane separation, and resin +adsorption technologies to achieve 100% recovery of dichloromethane. In addition, Changzhou +Senior implemented an energy-saving retrofit p ilot for coating line ovens, reducing energy +consumption by 40%; (iv) Enhancing green techno logy innovation: We actively integrate green +chemistry concepts into product development to ensure both efficiency and environmental +friendliness in material innovatio n. The Group has independently developed solid-state electrolyte +membrane products, driving synergies betw een material performance and sustainability. +Climate opportunities +While addressing the risks posed by climate ch ange, we are actively grasping market and +technological opportunities in the industry, a nd enhancing our risk resistance and market +competitiveness through technological innovation and management optimization. +With the rapid development of the new energy industry and rising customer preference for +low-carbon products, the lithium battery separato r market has ushered in a broad space for growth. +We are actively promoting high-end product development and production capacity layout, while +responding to green manufacturing and green supply chain policies to enhance product +competitiveness and brand influence. Throug h technological innovation, management +optimization and policy support, we will further e xpand our market share and improve profitability. +Society +We are committed to fulfilling our corporate s ocial responsibility. We highly value the +establishment of long-term, mutual trust and mutually beneficial relationships with our employees, +customers, suppliers and other stakeholders, and a ctively promote synergies between social and +commercial values. +Employee Diversity and Equality +We strictly abide by the Labour Law of the PRC, the Labour Contract Law of the PRC, the +Law of the PRC on the Protection of Minors, the Law of the PRC on the Protection of Rights and +Interests of Women and other relevant laws and regulations. We have zero tolerance for child labour +and forced labour, and oppose any form of harassment and bullying in the workplace, to effectively +safeguard the lawful rights and interests of employees. +BUSINESS +–1 8 2– + + +--- page 192 --- +We are committed to creating a diverse, equal an d inclusive working environment. We respect +all types of background, experience and ability of e mployees, and value the di versity and innovative +value of individual differences, and aim to provide all our employees with a sense of belonging and +development opportunities in an inclusive environment. We implement a hybrid compensation +mechanism based on position, performance and m erit, combined with a flexible compensation +adjustment strategy, so that compensation matche s the strategic objectives and is closely linked to +the actual performance of employees, which incen tivizes continuous growth and value creation. +Occupational Health and Safety +We uphold the policy of ‘‘safety first, prevention first, comprehensive management, full +participation and continuous improvement’’, a nd establish an occupational health and safety +management system covering the headquarter and m anufacturing bases. The Company has obtained +the ISO 45001 occupational health and safety management system certification. In 2024, Nantong +Senior, Changzhou Senior and Hefei Senior have been certified as Level 3 units of safety production +standardisation. Aiming for ‘‘zero accident, zero fire, zero occupational disease, zero serious injury’’, +we have set up a production safety committee and imple mented the three-level management structure +of base general manager, EHS management department and the head of each department workshop, +with clearly defined scope of responsibilities f or each level. We have implemented an accident +accountability and penalty mechanism and a perf ormance-based point system, which links major +environmental and production safety accidents with the management’s performance assessment. We +also adopt a one-vote veto system for production s afety accidents, so as to promote accountability +on an individual level. +In order to continuously improve safety management, we take multiple measures to establish a +long-term mechanism for investigating and trouble shooting hidden dangers, and formulate specific +objectives, operation and control programmes and emergency response measures for significant +sources of danger, so as to ensure that risks are effe ctively controlled. We have clearly stipulated the +terms of reference of emergency response departments, and developed prevention and warning +mechanisms, emergency response processes, po st-disposal programmes and supervision and +management requirements to comprehensivel y improve emergency response capabilities. +In terms of occupational health, we have formulated a system consisting of physical +examinations as well as monitoring and protect ion measures, and also set up employee health +monitoring files and injury accounts. Annual testing and status evaluation of occupational hazards is +conducted. Employees in high-risk positions are provided with the necessary personal protective +equipment. We are also optimising our operating env ironment. Regular multi-level safety training +and drills are organised, and new employees are requi red to complete three levels of safety education +before they are allowed to work, so as to comprehensively improve safety awareness and emergency +response capabilities, and safeguard the healt h of employees and the safety of production and +operation. +Employee Development and Training +We attach importance to the career development and growth of our employees, and have +established clear career paths and fair promotion mechanisms to support the professional +advancement of employees in different types of posi tions. Through the ‘‘360-degree staff review’’ +system, we comprehensively assess the ability and qu ality of employees in man agerial, technical and +key positions, and form a talent review report t o provide a basis for organisational structure +optimization and key talent identification. +In terms of training, we build a hierarchical and categorised talent tra ining system, set up the +‘‘Senior Special Training Camp’’, and carry out training courses covering the whole career cycle. The +courses consist of different modules, such as pre -employment training, professional skills, +comprehensive capabilities, acad emic education and title evaluation. We also set up five major +types of training programmes catering to specific p ositions to ensure the systematic and effective +BUSINESS +–1 8 3– + + +--- page 193 --- +nature of the training. Through the scientific training mechanism and a culture of continuing +learning, we continue to refine the calibre of employees and strengthen the foundation for corporate +development. +Product Quality +We drive quality upgrading with technologica l innovation, establish and improve product +quality management system, including the Qualit y Manual, Product Surveillance and Measurement +Control Procedures, Nonconfo rming Product Control Procedu res, Product Recall Management +Specification, and carry out regular audits of qu ality management system through Internal Audit +Control Procedures to ensure the system continues t o operate effectively. The Company has obtained +ISO 9001 : 2015 quality management system certifi cation, IATF 16949 : 2016 quality management +system and other certifications, and conducts annual audits and updates of certification. +In order to strengthen product quality measurement and monitoring, we have formulated +annual quality objectives and management programm es, covering production, quality, equipment, +planning and other areas of work, and regularly track the progress, while conducting in-depth +analysis and improvement of projects that do not meet the standards, with the end goal of a standard +rate of 100% for projects. We have also set up a performance assessment mechanism to incorporate +core indicators, such as customer audit pass rate, number of customer complaints, and return rate +into the management’s assessment o f performance indicators, to build an across-the-board quality +management accountability system, and to promote the effective implementation of the quality +objectives. With regards to after-sales service, we have established a standardised product recall +process, defined the resp onsibilities of the marketing centres, q uality control centres, and technical +centres, and improved the closed-loop managemen t of customer communication, cause analysis and +refinement measures. During the Track Record Pe riod, we had not been involved in any material +product quality accident, produc t recalls or other similar events. +Sustainable Supply Chains +We continue to promote ESG management in the supply chain, guiding suppliers to fulfil their +sustainable development obligations in the asp ects of environmental responsibility, social +responsibility and business ethics. On the environmental front, we encourage our suppliers to +conduct GHG accounting, set emission reduction targets, and promote clean energy and +‘‘three-waste’’ management. On the social front, we explicitly prohibit child labour and forced +labour, require the protection of employees’ basic rights and interests, and regularly review their +occupational health and safety measures. On the business ethics front, we have implemented the +‘‘Supplier Ethics Policy’’, signed transparent pur chase agreements, and organised anti-corruption +trainings to create a fair, transparent, and compliant supply chain. +Business Ethics +We have established a business ethics manage ment system covering system construction, +supervision and implementation, and whistle-blowe r protection, and continue to strengthen integrity +and compliance control. We have formulated the ‘‘Management Measures for Integrity in Business’’, +‘‘Whistle-blower Protection System’’ and supporting implementation rules, and continuously +improved the system framework in conjunction with reference to annual effectiveness evaluations. +The Company has established independent whistleb lowing channels and ver ification procedures, +defined the investigation process, while strictly p rohibiting any form of retaliation and effectively +safeguarding the rights and interests of whistle-blo wers. We insist on ‘‘zero tolerance’’ for corruption +and bribery, malfeasance and dereliction of duty, and include major violations in the management’s +performance evaluation, so as to promote effectiv e fulfilment of responsibilities. By signing the +‘‘Letter of Commitment on Integrity’’ and conducti ng regular integrity training, we strengthen the +moral restraints of key positions and create an open, fair and clean business environment. +BUSINESS +–1 8 4– + + +--- page 194 --- +RISK MANAGEMENT AND INTERNAL CONTROL +We have devoted ourselves to establishing an d maintaining risk management and internal +control systems consisting of policies and proc edures, covering risks that may arise in R&D, +procurement management, production management, sales management and new project +construction. Meanwhile, we are dedicated to con tinually improving these systems, developing a +risk management culture and raising the risk management awareness of all employees. We have +adopted and implemented compre hensive risk management polic ies in various aspects of our +business operations. +Operational Risk Management +We are faced with operational risks relating to ou r daily operations, which primarily arise from +inadequate or failed internal controls and syst ems, human errors, IT system failures or external +events. We consider these operational risks to be the key risks in our business and believe that, with +adequate operational policies and procedures, the se inherent risks can be controlled and mitigated. +We developed a robust risk management system monitoring and addressing risks in our daily +operations. +To ensure the continuity of our business, we have put in place contingency plans for detecting +and responding to emergency incidents. In the event of an emergency incident, our contingency plans +set out prescribed response protocols applicable to our various business units. We continue to assess +the effectiveness of our contingency plans, and wo uld perform reviews after each emergency incident +to identify potential areas for improvement. We a lso conduct regular emergency response drills to +ensure our employees are familiar with our response protocols. +Financial Reporting Risk Management +We have in place a set of accounting policies in connection with our financial reporting risk +management, such as accounting records management policies, invoice management policies, budget +management policy, treasury ma nagement policy, financial statements preparation policy and +finance department and staff management policy. We have various procedures in place to implement +our accounting policies, and our financial department reviews our management accounts based on +such procedures. +Information System Risk Management +We have implemented relevant internal proced ures and controls to ensure that user data is +protected, and that leakage and loss of such data is avoided. During the Track Record Period and up +to the Latest Practicable Date, we did not experie nce any information leakage or loss of user data +that would have a material and adverse effect on our operations. We have instituted and +implemented stringent information system monitoring procedures. These procedures involve the +regular generation of monitoring logs, which meticulously record the operational status of our +information system network equipm ent, network traffic, user activiti es, exceptions, and information +security events. We also dedicated information syste m administrators to review the security situation +to maintain high standards of data integrity and s ecurity. This review process includes examining +authorised access, privileged operations, attemp ts at unauthorised access, system failures, and +anomalies. +Regulatory Compliance Risk Management +We are subject to evolving regulatory requir ements in the PRC, including requirements to +obtain and renew certain licences, permits, appro vals and certificates for our business operations in +different regions. In order to manage our ongoing compliance with the laws and regulations +applicable to our business effectively, we have imp lemented several internal control measures. In +particular, we designated personnel to regularly monitor changes in laws, regulations and policies +issued by the relevant government authorities in the regions in which we operate to ensure we obtain +requisite licences to operate our business, and we have an up-to-date understanding of the applicable +BUSINESS +–1 8 5– + + +--- page 195 --- +requirements. In addition, we monitor and review the status of our licences and permits on a regular +basis. We continually improve our i nternal policies according to changes in laws, regulations and +industry standards, and update our internal protocols accordingly. +Internal Control Risk Management +We have designed and adopted strict internal control procedures to ensure the compliance of +our business operations with the relevant rules and r egulations. In accordance with these procedures, +our in-house legal department reviews and upda tes the forms of contracts that we enter into, +examines the contract terms and reviews all relevant documents for our business operations, and is +responsible for obtaining any requisite governm ental pre-approvals or consents. We have strictly +prohibited our employees from receiving kickbacks, bribing others, or secretly receiving +commissions or any other personal benefits. +Human Resources Risk Management +We have implemented a human resource manageme nt system to ensure the effective functioning +of us, safeguard the legitimate rights and interests of parties to the employment relationship and +improve operating efficiency. Our internal human resource management system covers all the stages +of employment relationship, from recruitment to probation, appraisal, promotion and review, and +exit. +We have in place an employee handbook and a code of conduct approved by our management +and have distributed them to all our employees. The handbook contains internal rules and guidelines +regarding work ethics, fraud prevention mechan isms, negligence and corruption. We provide +employees with regular trainings, as well as resources to explain the guidelines contained in the +employee handbook. +Credit Risk Management +We face credit risks primarily arising from our products and services delivered to the extent +that our customers fail to perform their payment obligations as provided in the purchase and service +agreements. We address such credit risks by carefully evaluating the credit profiles, liquidity position +and market reputation of potential customers. +Internal Audit +We have established an Audit Committee t o monitor the implementation of our risk +management policies across our Group on an ongoing basis and to ensure that our internal +control system is effective in identifying, managi ng and mitigating risks in volved in our business +operations. Upon Listing, the Audit Committee w ill consist of three members, namely Mr. Leung +Shu Sun Sunny, Mr. Tang Changjiang, and Mr. Zhu Bide, with Mr. Leung Shu Sun Sunny serving as +the chairman of the Audit Committee. For the professional qualifications and experiences of the +members of our Audit Committee, please refer to ‘‘ Directors and Senior Management ’’ for details. +We also maintain an internal audit department which is responsible for reviewing the +effectiveness of internal controls and reporting to the Audit Committee and senior management on +any issues identified. Our internal audit departm ent members are required to report to management +to discuss any internal control issues we face and t he corresponding measures to implement toward +resolving such issues. The internal audit department reports to the Audit Committee to ensure that +any major issues identified are channelled to the committee on a timely basis. The Audit Committee +then discusses the issues and reports to the Board, if necessary. +BUSINESS +–1 8 6– + + +--- page 196 --- +OVERVIEW +As at the Latest Practicable Date, our Company is held as to approximately 12.669% and +0.026% by Prof. Chen and Ms. Chen, respectively. Therefore, Prof. Chen and Ms. Chen were in +aggregate entitled to exercise the voting rights attached to approximately 12.695% of our Shares in +issue. +Immediately following the completion of the Global Offering, Prof. Chen and Ms. Chen will be +entitled to exercise in aggregate the voting rights attached to approximately 11.425% of our Shares +in issue. Accordingly, Prof. Chen and Ms. Chen will constitute the Single Largest Shareholders of +our Company. +Please see ‘‘Directors and Senior Management ’’ for biographical details of Prof. Chen. Please see +‘‘History and Corporate Structure ’’ for the simplified corporate structure of our Group. +RULE 8.10 OF THE LISTING RULES +As at the Latest Practicable Date, none of our Single Largest Shareholders had any interest in +any business which competes, or is likely to compete , either directly or indirectly, with our business +and would require disclosure under Rule 8.10 of the Listing Rules. +NON-COMPETE UNDERTAKINGS +Prof. Chen has entered into a non-compete undertaking in December 2014, pursuant to which +Prof. Chen has undertaken, amongst others that, so long as he retains control of our Group: +(i) Prof. Chen shall not engage, directly or i ndirectly, in any business which is the same, +similar to, or constitutes actual or potentia lly competitive business with our Company; +(ii) if, for any reason, any entities directly or indirectly held or controlled by Prof. Chen +(other than our Company) (the ‘‘ Restricted Entities ’’) directly or indirectly engages in a +business which competes or may compete with the business of our Company: +(a) our Company shall have the priority to engage in such business and the Restricted +Entities shall not engage in such business. If requested by our Company, Prof. Chen +shall transfer all his interests in the Restr icted Entity, and undertake to grant to our +Company a pre-emptive right on such intere sts, and shall use his best endeavours to +procure such transaction is conducted on a fair and reasonable price and on the basis +of normal commercial terms with independent third parties; or +(b) procure that the Restricted Entity pro mptly transfer or cease such business. +(iii) where Prof. Chen discovers any new bus iness opportunity which competes or may +compete directly or indirectly with the principal business of our Company, Prof. Chen +shall promptly notify our Company in writing, and shall use his best endeavours to +procure that such business opportunity be provided to our Company on fair and +reasonable terms and conditions; +(iv) Prof. Chen will not make use of his statu sa st h ea c t u a lc o n t r o l l e ro fo u rC o m p a n yt o +cause harm to the interests of our Compan y or other minority Shareholders; and +(v) Prof. Chen shall be liable for all economic loss suffered by our Company as a result of a +breach of the above undertakings. +INDEPENDENCE OF OUR GROUP FROM O UR SINGLE LARGEST SHAREHOLDERS +Our Directors are of the view that our Group is capable of carrying on its business +independently from its Single Largest Shareholde rs following the completion of the Global Offering +for the following reasons. +RELATIONSHIP WITH OUR SINGLE LARGEST SHAREHOLDERS +–1 8 7– + + +--- page 197 --- +Management Independence +Our Board currently comprises three executive Directors, one non-executive Director and three +independent non-executive Directors. Our daily management and operational decisions are made +collectively by our executive Directors and our senior management, with our Board having an +overall supervision of our management. Although Prof. Chen is one of our executive Directors and +the chairman of the Board, we believe that all of our Directors, including the independent +non-executive Directors, have the requisite qualif ications, integrity and experience to maintain an +effective board. We also have sufficient members of our management team who are independent +from our Single Largest Shareholders and have the adequate relevant experience to ensure the +normal operation of the day-to-day business and management of our Group. We consider that our +Directors and senior management of our Company c an independently perform their duties in our +Company and we can operate independently from our Single Largest Shareholders for the following +reasons: +(i) save for Prof. Chen, all of our Directors an d members of our senior management team are +independent from our Single Largest Shareholders, and are capable to contribute +sufficient time and efforts to manage the daily operations of our Group. In addition, the +management personnel of our Company have clear reporting lines, and ultimately the +management team reports to our Board. Our Board supervises and monitors the +performance of our Company’s management t eam generally through regular meetings of +our Board and extraordinary meetings of our Board to consider, deliberate and approve +material matters which exceed the delegated authorities of management team, as well as +the regular updates of operational and financi al data and information that are provided to +our Directors; +(ii) each of our Directors is aware of his/her fiduciary duties as a director of our Company +which requires, among other things, that h e/she acts for the benefit and in the best +interests of our Company and does not allow any conflict between his/her duties as a +Director and his/her personal interest; +(iii) the Articles of Association has made relev ant provisions to avoid conflict of interest, in +that our Directors are prohibited from voting in any Board resolution approving any +contract or arrangement or any other propo sal in which he/she or any of his/her close +associates has a material interest. Prof. Ch en will abstain from voting in Board meetings +in respect of matters in relation to h imself and/or his close associates; +(iv) our Board has a balanced composition of executive Directors and independent +non-executive Directors which ensures the independence of our Board in making +decisions affecting our Company. Specifically, (a) our independent non-executive +Directors are not associated with our Single Largest Shareholders or its associates; (b) +our independent non-executive Directors acco unt for over one-third of the Board; and (c) +our independent non-executive Directors in dividually and collectively possess the +requisite knowledge and experience as independent directors of listed companies and +will be able to provide professional and exper ienced advice to our C ompany. Accordingly, +our Directors believe that our independent non-executive Directors are able to bring +impartial and sound judgement to the decision-making process of our Board and protect +the interest of our Company and the Shareholders as a whole; and +(v) we have adopted a series of corporate g overnance measures to manage conflicts of +interest, if any, between our Group and our Single Largest Shareholders which would +support our independent management. +Each Director possesses relevant management or industry-related experience to act as a +Director. Details of the experience of each Director are set out in ‘‘Directors and Senior +Management.’’ +In light of the above, our Directors are of the view that our Company has our own management +team which is capable of mainta ining the independence of our Company from our Single Largest +Shareholders and supporting the independent operation of our Group. +RELATIONSHIP WITH OUR SINGLE LARGEST SHAREHOLDERS +–1 8 8– + + +--- page 198 --- +Operational Independence +Our Company will continue to operate independently from our Single Largest Shareholders +after the Listing. Our Company has our own organisational structure with independent departments, +each with specific areas of responsibility. Furtherm ore, we have independent production capabilities +and technology relating to our Group’s business and do not rely on our Single Largest Shareholders +or any of their close associates. Our Company also maintains a set of comprehensive internal control +measures to facilitate the effective operation of our business. Our Company has independent +channels to access our customers and is not dependent on our Single Largest Shareholders with +respect to suppliers for our business operations . Our Company has its own employees to operate the +business and can independently manage its human resources. We have obtained relevant licences, +approvals and permits from relevant regulatory authorities which are material to our operations in +the PRC. +We entered into certain continuing connected transactions with our connected persons. Please +see ‘‘Connected Transactions ’’ for more details. Taking into account the amounts and nature of the +relevant transactions during the Track Record Perio d, our Directors believe t hat such transactions +will not affect the operational independence of our Group. +Based on the above, our Directors believe that our business is operationally independent of our +Single Largest Shareholders. +Financial Independence +We have adopted our own independent internal control and financial management systems and +we also have an independent accounting and finance department responsible for discharging relevant +financial and treasury function with relevant finance personnel. We make financial decisions and +determine our use of funds according to our own business needs. We have adequate internal +resources and a strong credit profile to suppor t our daily operation. Moreover, our Board has +established the Audit Committee to provide independent oversight to, among others, our accounting +and financial reporting processes. +We open and manage our bank accounts independently, and have not shared any bank account +with our Single Largest Shareholders or their close associates. We are also capable of obtaining +financing from third parties, if necessary, without reliance on our Single Largest Shareholders. We +do not expect to rely on our Single Largest Sharehold e r so ra n yo ft h e i rc l o s ea s s o c i a t e sf o rf i n a n c i n g +after the Listing as we expect that our working capital will be primarily funded by cash generated +from our business operation, and external financing. +No loan or guarantee has been provided by, or gra nted to, our Single Largest Shareholders or +their respective associates during the Track Rec ord Period and as at the Latest Practicable Date. +In light of the above, our Directors are of the view that we are able to maintain financial +independence from our Single Largest Shareholders. +CORPORATE GOVERNANCE MEASURES +Our Directors recognise the importance of sou nd corporate governance in protection of our +Shareholders’ interests. Our Company will comply with the provisions of the Corporate Governance +Code in Appendix C1 to the Listing Rules, which sets out principles of good corporate governance. +In order to further avoid potential conflicts of interest, we have imple mented the following +measures to strengthen the protection of our Shareholders’ interests: +(i) as part of our preparation for the Global Offering, we have amended our Articles of +Association to comply with the Listing Rules . In particular, our Articles of Association +provide that, unless otherwise provided, a Director shall not vote on any resolution +approving any contract or arrangement or any other proposal in which such Director or +any of his/her close associates have a material interest; +RELATIONSHIP WITH OUR SINGLE LARGEST SHAREHOLDERS +–1 8 9– + + +--- page 199 --- +(ii) where a Shareholders’ meeting is to be hel d for considering proposed transactions in +which our Single Largest Shareholders or a ny of its close associates has a material +interest, our Single Larges t Shareholders will abstain from voting on the relevant +resolutions; +(iii) our Company has established internal c ontrol mechanisms to identify connected +transactions. Upon Listing, if our Company enters into connected transactions with our +Single Largest Shareholders or any of its ass ociates, our Company will comply with the +applicable requirements under the Listing Rules; +(iv) we are committed that our Board shall include a balanced composition of executive +Directors, non-executive Directors and inde pendent non-executive Directors. We have +currently appointed three independent non-executive Directors, and we believe our +independent non-executive Directors: (a) possess sufficient experience; (b) are free of any +business or other relationship which could interfere in any material manner with the +exercise of their independent judgement; an d (c) will be able to provide an impartial and +external opinion to protect the interests of our Shareholders as a whole; +(v) our independent non-executive Directors will continuously review the compliance and +enforcement of the undertakings by Prof. Chen under the non-compete undertakings; +(vi) in the event that our independent non-exec utive Directors are requested to review any +conflict of interests circumstances between our Group, on one hand, and our Single +Largest Shareholders and/or our Directors, on the other hand, our Single Largest +Shareholders and/or our Directors shall provide our independent non-executive Directors +with all necessary information for consid eration and our independent non-executive +Directors can seek advice from independent advisers at the cost of our Company where +necessary; and +(vii) we have appointed Vast Harbour Corp orate Finance Limited (formerly known as +Goldlink Capital (Corporat e Finance) Limited) as our compliance adviser, which will +provide advice and guidance to us in respec t of compliance with the applicable laws in +Hong Kong and the Hong Kong Listing Rules, including various requirements relating to +directors’ duties and corpora te governance, upon Listing. +RELATIONSHIP WITH OUR SINGLE LARGEST SHAREHOLDERS +–1 9 0– + + +--- page 200 --- +Upon the Listing, transactions between us and our connected persons will constitute our +continuing connected transactions under Chapter 14A of the Listing Rules. +OUR CONNECTED PERSONS +We have entered into certain transactions in th e ordinary and normal course of our business +with the following connected persons, which will constitute connected transactions upon the Listing: +Name of our connected persons Connected Relationship +Shenzhen Youte Fresh Filter Materials +Technology Co., Ltd. ( 深圳優特清新 +濾材科技有限公司)( ‘ ‘Shenzhen +Youte ’’) +As at the Latest Practicable Date, Shenzhen Youte is +held as to 60% by Mr. Chen Yifu +(陳義夫)( ‘ ‘Mr. Chen ’’), who is the son of +Prof. Chen. Therefore, Shenzhen Youte will become +a connected person of our Company upon Listing. +Gotion High-tech, together with its +subsidiaries (‘‘Gotion Group ’’) +Hefei Guoxuan High-tech Power Energy Co., Ltd. +(合肥國軒高科動力能源有限公司)( ’ ’Hefei Guoxuan ’’) +is a substantial shareholder of our subsidiary, Hefei +Senior, as it holds a 27.69% of equity interest in +Hefei Senior. Based on publicly available +information and to the best of our Directors’ +knowledge, information and belief, Hefei Guoxuan +is a wholly owned subsidiary of Gotion High-tech +and therefore members of Gotion Group will +constitute connected persons of our Company at +the subsidiary level upon completion of the Listing. +PARTIALLY-EXEMPT CONTINUING CONNECTED TRANSACTIONS +Products Framework Agreement +Principal Terms +On 10 June 2026, our Company, for itself and on behalf of its subsidiaries, entered into a +framework agreement (the ‘‘ Products Framework Agreement ’’) with Shenzhen Youte, pursuant to +which our Group will procure certain products (i ncluding but not limited to purification products) +from Shenzhen Youte, and sell certain products (including but not limited to lithium-ion battery +separators) to Shenzhen Youte. +The initial term of the Products Framework Ag reement will commence on the Listing Date and +end on 31 December 2028. Members of our Group and Shenzhen Youte will enter into individual +agreements for each of the specific transactions c ontemplated thereunder, provided that any such +individual agreement shall follow the principles as set out in the Products Framework Agreement +and the aggregate fees to be paid and received by our Group for the three financial years ending 31 +December 2028 thereunder shall not exceed the proposed annual caps as set out below. +Reasons for the Transactions +We will, from time to time, procure certain purif ication products from Shenzhen Youte to meet +the demands of our customers. The purification products procured from Shenzhen Youte are not +used in the manufacturing of the Group’s battery separators, but are purchased in response to our +customers’ demands and are sold directly to our customers. Our customers do not procure these +purification products directly from Shenzhen Youte because Shenzhen Youte does not have sales +presence or distribution channels in Europe. Having identified our customers’ needs for such +purification products, and given that our customers consider it more convenient to procure these +products through us as part of their existing su pply relationship, we act as an intermediary to +facilitate such procurement. This arrangement allo ws our customers to streamline their procurement +process and consolidate their supplier relationships, whilst enabling us to provide value-added +CONNECTED TRANSACTIONS +–1 9 1– + + +--- page 201 --- +services to our customer base. Our procurement of purification products from Shenzhen Youte is +conducted on a demand-driven basis. We receive en quiries or purchase orders from our customers +specifying their requirements and, upon receip t of confirmed orders, we place corresponding +purchase orders with Shenzhen Youte for the requi red quantities. We do not maintain significant +inventory of purification products, as purchase s are made against actual customer orders. This +approach minimises inventory risk and ensures t hat our procurement is aligned with genuine +customer demand. +We charge our customers on a cost-plus pricing basis, which is intended to cover our handling, +logistics coordination, quality assurance and oth er administrative costs, taking into account the +convenience and value-added services we provide. Such procurement will be entered into on normal +commercial terms in the ordinary and usual course of our business with third parties including +Independent Third parties and Shenzhen Youte. We are not and will not be bound to procure +products from Shenzhen Youte, and we will only procure products from Shenzhen Youte if we +consider it is in the interests of our Company and Shareholders as a whole. +Shenzhen Youte engages in the production and sa les of purification products. During the Track +Record Period, we have supplied products includi ng lithium-ion battery separators to Shenzhen +Youte and we expect that we will continue to provide such products after the Listing. Our Group has +a stable business relationship with Shenzhen Y oute. Shenzhen Youte is familiar with the products +that our Group manufactured and procures these products for its production of purification +products. Such collaboration with Shenzhen Youte brings our Group additional sales. +Consideration and Pricing Policies +T h ef e e st ob ep a i db yo u rG r o u pt oS h e n z h e nY o u t es h a l lb ed e t e r m i n e dt h r o u g ha r m ’ sl e n g t h +negotiations between the relevant parties and w ith reference to: (i) the type of products and +transaction volume; (ii) the prevailing market price of products of similar nature, type and quantity; +and (iii) the price offered by Independent Third Parties to us for similar products. +The fees to be charged by our Group to Shenzhen Youte shall be determined through arm’s +length negotiations between the relevant parties and with reference to: (i) the type of products and +transaction volume; (ii) the prevailing market p rice of products of similar nature and quantity; (iii) +expected expenses and cost and profit margin of our Group; and (iv) the price offered by the relevant +member of our Group to Independent T hird Parties for the similar products. +Historical Amounts +During the Track Record Period, we did not p rocure any products from Shenzhen Youte. +We have only supplied products to Shenzhen Youte since December 2024. The historical sales +by our Group to Shenzhen Youte for the year end ed 31 December 2024 and 2025 was RMB5,735 and +RMB431,000, respectively. +Annual Caps +The following table sets forth the proposed annual caps for the annual procurement/sales by +our Group from/to Shenzhen Youte under the Products Sales Framework Agreement: +For the year ending 31 December +2026 2027 2028 +(RMB in million) +Procurement by our Group from Shenzhen +Youte 2.5 3.0 4.0 +Sales by our Group to Shenzhen Youte 3.0 4.0 5.0 +CONNECTED TRANSACTIONS +–1 9 2– + + +--- page 202 --- +The proposed annual caps are determined based on: +(i) the historical amounts of the transactions contemplated under the relevant sales by our +Group to Shenzhen Youte during the Track Record Period; +(ii) the existing transactions entered into between the relevant members of our Group and +Shenzhen Youte; +(iii) the expected demand of our Group/Shenzh en Youte for such products due to the plan for +business expansion, the potential demand of our customers, and increasing market +opportunities of each of our Group and Shenzhen Youte; and +(iv) other factors including but not limited to th e expected market price of such products and +their expected market trend. +Listing Rules Implications +As the highest applicable percentage ratio o f the transactions under the Products Sales +Framework Agreement for the three years ending 31 December 2028 calculated for the purpose of +Chapter 14A of the Listing Rules is higher than 0.1% but below 5% on an annual basis, such +transactions will, upon Listing, constitute continuing connected transactions of our Company and +subject to the annual reporting requirement under Rules 14A.49 and 14A.71 of the Listing Rules and +the announcement requirement under Rule 14A.35 of the Listing Rules but exempt from the +independent Shareholders’ approval requiremen ts under Rule 14A.76(2)(a) of the Listing Rules. +NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS +Products Sales Framework Agreement +Principal Terms +On 10 June 2026, our Company, for itself and on behalf of its subsidiaries, entered into a +framework agreement (the ‘‘ Products Sales Framework Agreement ’’) with Gotion Group, pursuant to +which our Group will sell certain products (in cluding but not limited to lithium-ion battery +separators) to Gotion Group. +The initial term of the Products Sales Framework Agreement will commence on the Listing +Date and end on 31 December 2028. Members of o ur Group and Gotion Group will enter into +individual agreements for each of the specific tran sactions contemplated thereunder, provided that +any such individual agreement shall follow the principles as set out in the Products Sales Framework +Agreement and the aggregate fees to be received by ou r Group for the three financial years ending 31 +December 2028 thereunder shall not exceed the proposed annual caps as set out below. +Reasons for the Transaction +Gotion High-tech is a new energy battery enterprise and green energy solution provider which +principally engages in the business of, among others, lithium-iron phosphate materials and batteries. +Our Group has a long-term co-operation and stable business relationship with Gotion Group. +During the Track Record Period, our Group has pr ovided certain lithium-ion battery separators +such as wet process separators to members of G otion Group and we expect that we will continue +these transactions with Gotion Group, given their continued demand for our products. Such +collaboration with Gotion Group not only brings our Group additional sales but also the +opportunities to expand our reach and further promote our offerings. +Consideration and Pricing Policies +The fees to be received by our Group from Gotion Group shall be determined through arm’s +length negotiations between the relevant parties and with reference to: (i) the type of products and +transaction volume; (ii) the prevailing market price of products of similar nature, type and quantity; +(iii) expected expenses and cost and profit margin of our Group; and (iv) the price offered by the +relevant member of our Group to Indepen dent Third Parties for similar products. +CONNECTED TRANSACTIONS +–1 9 3– + + +--- page 203 --- +Historical Amounts +The historical sales by our Group to Gotion Group for the years ended 31 December 2023, 2024 +and 2025 were RMB223.0 million, RMB304.0 million and RMB376.0 millio n, respectively. +Annual Caps +The following table sets forth the proposed annual caps for the amounts of sales by our Group +to Gotion Group: +For the year ending 31 December +2026 2027 2028 +(RMB in million) +Sales by our Group to Gotion Group 638.0 759.0 800.0 +The proposed annual caps are determined based on: +(i) the historical amounts of the transactions contemplated under the relevant transactions +between our Group and Gotion Group during the Track Record Period; +(ii) the existing transactions entered into between the relevant members of our Group and +Gotion Group and the expected increase in demand of Gotion Group for such products. +The sales volume of our Group’s products, nam ely lithium-ion battery separators, sold to +Gotion Group for the three months ended 31 March 2026 increased by a low double-digit +percentage as compared to that for the corre sponding period in 2025, which is primarily +attributable to Gotion Group’s continued expansion of its production capacity and the +corresponding increase in its demand for our Group’s products; +(iii) the average selling price of our Group’s pr oducts sold to Gotion Group during the three +months ended 31 March 2026 increased by a l ow-to-mid double-digit percentage as +compared to that for the corresponding pe riod in 2025, which is consistent with the +prevailing market price trend and reflects ou r Group’s enhanced product mix and pricing +power; and +(iv) other factors including but not limited to th e expected market price of such products and +services and their expected market trend. +Listing Rules Implications +As the highest applicable percentage ratio of t he transactions with Gotion Group for the three +years ending 31 December 2028 calculated for the purpose of Chapter 14A of the Listing Rules will +be more than 5% on an annual basis, such transact ions will, upon Listing, constitute continuing +connected transactions of our Company and subject to the reporting, annual review, announcement +and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In +accordance with Rules 14A.55 and 14A.56, the i ndependent non-executive Directors and the +Company’s auditors will review the continuing connected transactions annually, and their +confirmations will be disclosed i n the Company’s annual report. +INTERNAL CONTROL PROCEDURES +Our Group adopts the following internal control measures to ensure that the continuing +connected transactions will be carried out in ac cordance with the terms of relevant agreements, +including the pricing policies, and in complianc e with all the applicable requirements under the +Listing Rules: +. we have adopted a connected transactions management policy for the purpose of ensuring +that relevant connected transactions will b ec o n d u c t e di naf a i rm a n n e r ,o nn o r m a l +commercial terms and in the interests of our Company and our Shareholders as a whole; +CONNECTED TRANSACTIONS +–1 9 4– + + +--- page 204 --- +. prior to the execution of the individual agreements under any framework agreements, the +operation department of the relevant business sector of our Group will compare the terms +of the proposed transactions (including pricing and other contractual terms) with those +similar transactions entered with Independent Third Parties or the terms offered to or by +Independent Third Parties (as the case may be) to ensure that the terms of agreements +thereunder shall be no less favourable to ou r Group than terms between our Group and +the Independent Third Parties; +. the finance team of our Group shall regular ly examine the pricing of the transactions +under the relevant agreements to ensure th at those transactions are conducted in +accordance with the pricing terms therein; +. the internal control team of our Group shall periodically review the pricing of the +transactions under the relevant agreements a gainst the prices negotiated between our +Group and Independent Third Parties for simila r products and services, to ensure that the +terms of the agreements thereunder are not less favourable to our Group than terms +between our Group and the Independent Third Parties; +. the finance and business teams of our Group sh all periodically monitor the transaction +amount under relevant agreements, when it is expected that the transaction amount might +exceed the annual cap, promptly report i n accordance with our Group’s connected +transactions management policy to ensur e that the Company complies with all the +applicable requirements under the Listing Rules, including to revise the relevant annual +cap when appropriate; +. the legal team of our Group has reviewed the terms of the relevant agreements, and shall +in case of any proposed change to the major terms of the transactions, ensure that the +Company complies with all the applicable requ irements under the Listing Rules, including +but not limited to publishing an announcement; and +. our Independent Non-executive Directors and auditors will conduct an annual review of +the continuing connected transactions un der the partially-exempt and non-exempt +connected transactions and provide annua l confirmations in accordance with Rules +14A.55 and 14A.56 of the Listing Rules. +WAIVER FROM THE STOCK EXCHANGE +As the material terms of the partially-exempt and non-exempt connected transactions are +disclosed in this prospectus and potential inves tors will participate in the Global Offering on the +basis of the disclosures, our Directors consider that strict compliance with the announcement, +circular and/or independent Shareholders’ approval requirements under Chapter 14A of the Hong +Kong Listing Rules would be unduly burdensome and, in particular, would induce unnecessary +administrative costs to our Company. +As a result, our Company has applied to the Stock Exchange for, and the Stock Exchange has +granted us, subject to the condition that the maximu m aggregate annual transactions value shall not +exceed the estimated annual caps as stated above, a waiver under Rule 14A.105 of the Hong Kong +Listing Rules to exempt (i) transactions set out in ‘‘— Partially-Exempt Continuing Connected +Transactions’’ in this section from strict comp liance with the announcement requirement under +Chapter 14A of the Hong Kong Listing Rules; an d (ii) transactions set out in’’ — Non-Exempt +Continuing Connected Transactions’’ in this sectio n from strict compliance with the requirements on +announcement, circular and independent Shareholders’ approval under Chapter 14A of the Hong +Kong Listing Rules. Apart from the above waivers sought on the strict compliance of the +announcement and/or independent Shareholders’ approval requirements, we will comply with the +relevant requirements under Chapter 14A of the Listing Rules. +Our independent non-executive Directors and auditors of our Company will review whether the +above partially-exempt and non-exempt continui ng connected transactions have been entered into +pursuant to the principal terms and pricing policie s as disclosed in this section. The confirmation +from our independent non-executive Directors and our auditors will be disclosed annually in +accordance with the requirements of the Hong Kong Listing Rules. +CONNECTED TRANSACTIONS +–1 9 5– + + +--- page 205 --- +In addition, we confirm that we will comply with the relevant requirements under Chapter 14A +of the Hong Kong Listing Rules and immediately inform the Stock Exchange before any of the +proposed annual caps set out above is exceeded, or when there is a material change in the terms of +these transactions. +DIRECTORS’ CONFIRMATION +Our Directors (including independent non-e xecutive Directors) are of the view that the +partially-exempt and non-exempt continuing co nnected transactions set out above will be and/or +have been entered into in our ordinary and usual course of business on normal commercial terms or +better which are fair and reasonable and in the interests of our Company and our Shareholders as a +whole, and the proposed annual caps in respect of the aforementioned continuing connected +transactions are fair and reasonable and in the interests of us and our Shareholders as a whole. +SOLE SPONSOR’S CONFIRMATION +The Sole Sponsor has (i) reviewed the relevant documents and information provided by the +Company in connection with the aforesaid Products Framework Agreement and the Products Sales +Framework Agreement; and (ii) engaged in du e diligence review and discussions with the +management of the Company. On the basis of the foregoing, the Sole Sponsor is of the view that +each of the aforementioned Products Framework Agreement and the Products Sales Framework +Agreement (in respect of which waivers are sought) has been entered into in the ordinary and usual +course of business on normal commercial terms or better, the terms and proposed annual cap of +which are fair and reasonable and in the interests of the Company and its Shareholders as a whole. +CONNECTED TRANSACTIONS +–1 9 6– + + +--- page 206 --- +DIRECTORS +Our Board consist of the following Directors. O ur Directors serve a term of three years and +shall be subject to re-election upon the expiry of their respective term of office. +Name Age Position(s) +Date of joining +our Group +Date of +appointment +as Director +(1) Roles and responsibilities +Chen Xiufeng +(陳秀峰) +59 Executive Director, +chairman of our +Board and general +manager +September 2003 September 2008 Responsible for the strategic +planning, business +direction and daily +operation and +management of our +Group +ZHANG XIAOMIN 58 Executive Director, vice +general manager and +chief technology +officer +January 2017 December 2023 Responsible for the overall +management, daily +operation, and +technologies of our +Group +Xu Liqiang +(徐李強) +48 Executive Director May 2021 June 2025 Responsible for the overall +management and daily +operation of our east +China base +Zhu Bide ( 朱彼得) 70 Non-executive Director November 2021 November 2021 Responsible for providing +professional opinion and +judgement to the Board +Tang Changjiang ( 唐 +長江) +56 Independent +non-executive +Director +September 2024 September 2024 Responsible for providing +independent opinion and +judgement to the Board +Lin Zhiwei +(林志偉) +(2) +46 Independent +non-executive +Director +November 2020 November 2020 Responsible for providing +independent opinion and +judgement to the Board +Sun Zhenzhen +(孫珍珍) +41 Independent +non-executive +Director +December 2023 December 2023 Responsible for providing +independent opinion and +judgement to the Board +Leung Shu Sun +Sunny +(梁樹新) +63 Independent +non-executive +Director +Listing Date June 2025 Responsible for providing +independent opinion and +judgement to the Board +Notes: +(1) The dates of the appointment refer to the appointment of the relevant positions in our Company after its +conversion into a joint stock company with limited liabili ty in September 2008. For the details of the conversion, +please see ‘‘History and Corporate Structure — Incorporation of our Company and Conversion into a Joint Stock +Company .’’ +(2) Dr. Lin Zhiwei has resigned as a Director with effect from the Listing Date. +Executive Directors +Prof. Chen Xiufeng ( 陳秀峰), aged 59, is an executive Director, chairman of the Board and +general manager of our Company. Prof. Chen founded our Group in September 2003 and has been +serving as a Director and the chairman of the Board since September 2008, and the general manager +since November 2020. He is primarily responsible for the strategic planning, business direction and +daily operations and management of our Group. +From August 2003 to 2007, Prof. Chen served as su pervisor, director and subsequently the +chairman of the Board at Shenzhen Fu Yi Da Electronics Technology Co. Ltd. ( 深圳市富易達電子科 +技有限公司), the predecessor of our Company. Prior to t hese roles, Prof. Chen served as import and +export department manager at Shenzhen Sea World Co., Ltd. ( 深圳海上世界股份有限公司)f r o m +November 1988 to December 1990, head of foreign exchange and credit department at Industrial and +DIRECTORS AND SENIOR MANAGEMENT +–1 9 7– + + +--- page 207 --- +Commercial Bank of China Limit ed Shenzhen Shangbu Branch ( 中國工商銀行股份有限公司深圳上 +步支行) from January 1991 to August 1997, and the chairman of the board at Shenzhen Rongshifa +Investment Co., Ltd. ( 深圳市融事發投資有限公司) from August 1998 to July 2003. Prof. Chen was +appointed as a professor by the School of Energy and Power Engineering of Huazhong University of +Science and Technology ( 華中科技大學) in September 2023 for a term of three years. +Prof. Chen obtained his bachelor’s degree in power engineering from Huazhong University of +Science and Technology ( 華中科技大學) in the PRC in July 1988. +Dr. ZHANG XIAOMIN , aged 58, is an executive Director, vice general manager and chief +technology officer of our Company. Dr. Zhang is primarily responsible for the overall management, +daily operation and technologies of our Group. +Dr. Zhang has been a Director since December 2023, the chief technology officer of our +Company since January 2017 and the vice general manager of our Company since January 2024. +Prior to joining our Group, Dr. Zhang served as a researcher of National Research Council Canada +from 2000 to 2003. Dr. Zhang served se veral positions including senio r scientist, technical associate +and technical fellow at a subsidiary of Polypore International, LLC from 2005 to November 2016. +He obtained his doctoral degree in polymer physics and chemistry from Chinese Academy of +Sciences ( 中國科學院) in the PRC in July 1997. +Mr. Xu Liqiang ( 徐李強), aged 48, is an executive Director of our Company. Mr. Xu is +primarily responsible for the o verall management and daily operation of our east China base. +Mr. Xu has been a Director since June 2025. He served as the deputy general manager of +Jiangsu Senior from May 2021 to March 2022, the g eneral manager of Nantong Senior from July +2022 to June 2024. Mr. Xu has been serving as the general manager of the east China base of our +Company since June 2024. Prior to joining our gro up, Mr. Xu served as multiple roles at Murata +Energy Device Wuxi Co., Ltd. ( 村田新能源（無錫）有限公司) from November 2001 to October 2019, +including engineer, deputy operations manager, vice president and deputy general manager. +Mr. Xu obtained his bachelor’s degree in mechanical engineering and automation from +Nantong Institute of Engineering ( +南通工學院), currently known as Nantong University ( 南通大學), +in the PRC in June 2000. +Non-Executive Director +Mr. Zhu Bide ( 朱彼得) (former name: Zhu Weibin ( 朱衛兵)), aged 70, is a non-executive +Director. He has been a Director since Novemb er 2021. Mr. Zhu is primarily responsible for +providing professional opinion and judgement to the Board. +Mr. Zhu has been serving as a Director since November 2021. Prior to joining our Group, he +taught at Huazhong University of Science and Technology ( 華中科技大學) from February 1985 to +September 1988. He worked at Shenzhen Shekou Enterprise Group ( 深圳市蛇口企業集團)f r o m +October 1988 to December 1994. He worked at China Guangfa Bank Co., Ltd. ( 中國廣發銀行股份有 +限公司) and China Guangfa Securities Co., Ltd. ( 中國廣發證券股份有限公司) from 1995 to January +2003. He served as the chief representative of th e Beijing office of Guoyuan Securities Co., Ltd. ( 國元 +證券股份有限公司) and the general manager of the business department from February 2003 to +December 2004. He served as the vice president of Beijing Intercontinental Investment Co., Ltd. ( 北 +京洲際投資有限公司) from January 2005 to 2008. He served as deputy director and chief economist +of the China Urban Development Research Institute ( 中國城市發展研究院) from March 2008 to +October 2021. +Mr. Zhu obtained his bachelor’s degre e in economics from Yunnan University ( 雲南大學)i n +PRC in July 1982 and his master’s degree in economics from Huazhong University of Science and +Technology ( 華中科技大學) in November 1985. +DIRECTORS AND SENIOR MANAGEMENT +–1 9 8– + + +--- page 208 --- +Independent Non-Executive Directors +Mr. Tang Changjiang ( 唐長江), aged 56, was appointed as an independent non-executive +Director in September 2024. Mr. Tang is primarily re sponsible for providing independent advice and +judgement to the Board. +Mr. Tang has been serving as the independent director of Tianjin Guoan Mengguli New +Materials Technology Co., Ltd. ( 天津國安盟固利新材料科技股份有限公司)s i n c eJ a n u a r y2 0 2 4a n d +Taihe New Materials Group Co., Ltd. ( 泰和新材集團股份有限公司) since April 2023. He currently +serves as the secretary-general of Guan gdong Battery Industry Association ( 廣東省電池行業協會). +From August 1994 to Oct ober 1996, Mr. Tang served as gener al manager at Shenzhen Collins +Electronics Industrial Co., Ltd. ( 深圳科林斯德電子實業有限公司). From March 1998 to May 2002, +Mr. Tang served as the deputy secretary-general a t Shenzhen Electronics Industry Association ( 深圳 +市電子行業協會). From March 2003 to June 2013, he served as the general manager of Shenzhen +Tangshi Electronics Co., Ltd. ( 深圳市唐氏電子有限公司). From July 2013 to May 2019, he served as +the vice general manager at Shenzhen Xinyuhuan Testing Co., Ltd. ( 深圳市鑫宇環檢測有限公司). +From June 2020 to March 2023, he served as the independent director at Yunnan Enjie New +Materials Co., Ltd. ( 雲南恩捷新材料股份有限公司), a company listed on the Shenzhen Stock +Exchange under the stock code 002812. +Mr. Tang obtained his master’s degree in Vict oria University in Australia in November 2014. +Dr. Lin Zhiwei ( 林志偉), aged 46, was appointed as an independent non-executive Director in +November 2020. Dr. Lin is primarily responsible for providing independent advice and judgement to +the Board. +Dr. Lin has taught in Shenzhen University ( 深圳大學) since July 2014 and currently serves as +the deputy director of the accounting department of Shenzhen University. He also has been serving +as the independent director of Shenzhen Jieshun Technology Industry Co., Ltd. ( 深圳市捷順科技實 +業股份有限公司), a company listed on the Shenzhen Stock Exchange under the stock code 002609, +since January 2022, Shenzhen Hi-Tech Investment Sanjiang Electronics Co., Ltd. ( 深圳市高新投三江 +電子股份有限公司) since March 2022. Dr. Lin has served as the independent director of Shenzhen +Tongtaiying Technology Co., Ltd. ( 深圳市通泰盈科技股份有限公司) since December 2020 and +Shenzhen Huichun Technology Co., Ltd. ( 深 +圳市匯春科技股份有限公司) since April 2022. +Dr. Lin obtained his master’s degree in a ccounting from Shenzhen University ( 深圳大學)i nt h e +PRC in July 2007 and his Doctoral degree in accounting from Shanghai University of Finance and +Economics ( 上海財經大學) in the PRC in June 2012. +Ms. Sun Zhenzhen ( 孫珍珍), aged 41, was appointed as an independent non-executive Director +in December 2023. Ms. Sun is primarily responsible f or providing independe nt advice and judgement +to the Board. +Ms. Sun has been serving as the secretary-general of standardisation technical committee of +Shenzhen Polymer Ind ustry Association ( 深圳市高分子產業協會標準化技術委員會) since 2020. Prior +to this role, Ms. Sun served as the head of the R&D department at Shenzhen Esun Industrial Co., +Ltd. ( 深圳光華偉業股份有限公司) from July 2011 to May 2013. +Ms. Sun obtained her bachelor’s degree in che mical engineering and te chnology from Wuhan +University of Technology ( 武漢工程大學) in June 2008, her master’s degree in materials processing +from Chongqing University of Technology ( 重慶理工大學) in June 2011. Ms. Sun was accredited as +the senior engineer in polymer chemistry by She nzhen Municipal Human Resources and Social +Security Bureau ( 深圳市人力資 +源和社會保障局). +Mr. Leung Shu Sun Sunny ( 梁樹新), aged 63, was appointed as ou r independent non-executive +Director on June 2025 with effect from Listing. Mr . Leung is primarily responsible for providing +independent advice and judgement to the Board. +DIRECTORS AND SENIOR MANAGEMENT +–1 9 9– + + +--- page 209 --- +Mr. Leung has been serving as a director of Universal Link Consultants Limited ( 達盈顧問有限 +公司) since July 2001, an independent non-executive d irector at Pan Asia Environmental Protection +Group Limited, a company listed on the Main Boar d of the Stock Exchange under the stock code +00556, since December 2007, an independent non-executive director at China Art Financial Holdings +Limited ( 中國藝術金融控股有限公司), a company listed on the Main Board of the Stock Exchange +under the stock code 01572, since October 2016 and a director of Gold Fountain (China) Trading +Limited ( 金泉（中國）貿易有限公司) since February 2021. He served as the company secretary of +Xiwang Sugar Holdings Company Limited (now kn own as Xiwang Property Holdings Limited), a +company listed on the Main Board of the Stock Exchange under the stock code 02088, from 2005 to +June 2007. +Prior to these roles, Mr. Leung worked at Pr icewaterhouseCoopers (formerly known as +Coopers & Lybrand) from 1988 to 1990 and last served as senior auditor. He served as the financial +controller of a Bel Trade (Holdings) Company Ltd. ( 百營（控股）有限公司) from October 1993 to +June 1998. +Mr. Leung obtained his professional diploma in accounting from Hong Kong Polytechnic +University (formerly known as Hong Kong Polytechnic) in Hong Kong in November 1987, his +master’s degree in business administration from t he University of South Australia in Australia in +December 1997. He is a member of the Hong Kong In stitute of Certified Public Accountants. +Save as disclosed above, (i) none of our Directors (other than our independent non-executive +Directors) has any interests in any b usiness, which competes or is likel y to compete, either directly or +indirectly, with our business, and (ii) to the best k nowledge, 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 our Directors that is require d to be disclosed pursuant to Rules 13.51(2)(b) to +( v )o ft h eL i s t i n gR u l e s . +Rule 3.09D of the Listing Rules +Each of our Directors confirms that he or she (i) has obtained the legal advice referred to under +Rule 3.09D of the Listing Rules on 20 June 2025, and (ii) understands his or her obligations as a +director of a listed issuer under the Listing Rules. +Rule 3.13 of the Listing Rules +Each of the independent non-executive Directors has confirmed (i) his/her independence as +regards each of the factors referred to in Rules 3.13 (1) to (8) of the Listing Rules, (ii) he/she has no +past or present financial or other interest in the business of the Company or its subsidiaries or any +connection with any core connected person of our Company under the Listing Rules as at the Latest +Practicable Date, and (iii) that there are no other f actors that may affect his/her independence at the +time of his/her appointments. +SENIOR MANAGEMENT +The senior management is respon sible for the day-to-day management of our business. None of +the members of senior management are related to our Directors or other members of senior +management. The following table sets out the information of members of our senior management. +Name Age Position(s) +Date of joining +our Group +Date of +appointment +as Director/senior +management +(1) Roles and responsibilities +Chen Xiufeng +(陳秀峰) +59 Executive Director, +chairman of our +Board and general +manager +August 2003 September 2008 Responsible for +the strategic planning, +business +direction and daily +operations and +management of our +Group +DIRECTORS AND SENIOR MANAGEMENT +–2 0 0– + + +--- page 210 --- +Name Age Position(s) +Date of joining +our Group +Date of +appointment +as Director/senior +management +(1) Roles and responsibilities +ZHANG XIAOMIN 58 Executive Director, vice +general manager and +chief technology +officer +January 2017 December 2023 Responsible for the overall +management, daily +operation and +technologies of our +Group +Xia Jun ( 夏鈞) 46 Vice general manager +and vice president of +marketing +February 2023 February 20 23 Responsible for daily +operation of our Group +Wang Hao ( 王浩) 44 Chief financial officer January 20 24 January 2024 Responsible for overall +financial +management of our +Group +Li Sheng ( 李昇) 41 Board secretary and +joint company +secretary +September 2024 September 2024 Responsible for information +disclosure and investor +relations +management of our +Group +Note: +(1) The dates of the appointment refer to the appointment of the relevant positions in our Company after its +conversion into a joint stock company with limited liabili ty in September 2008. For the details of the conversion, +please see ‘‘History and Corporate Structure — Incorporation of our Company and Conversion into a Joint Stock +Company .’’ +Prof. Chen Xiufeng ( 陳秀峰), aged 59, is an executive Director, chairman of the Board and +general manager of our Company. For Pro f. Chen’s biography, please see ‘‘ — Directors — Executive +Directors ’’ in this section. +Dr. ZHANG XIAOMIN , aged 58, is an executive Director, vice general manager and chief +technology officer of our Company. For Dr. Zhang’s biography, please see ‘‘ —D i r e c t o r s— +Executive Directors ’’ in this section. +Mr. Xia Jun ( 夏鈞), aged 46, has been our vice president of marketing since February 2023 and +our vice general manager since January 2024. He is responsible for daily operation of our Group. +Prior to joining our Group, Mr. Xia served as marketing & sales senior manager at Daikin +Chemical International Trading (Shanghai) Co., Ltd. ( 大金化學國際貿易（上海）有限公司)f r o m +March 2003 to October 2006 and Daikin Fluorochemicals (China) Co., Ltd. 大金氟化工（中國）有限 +公司 from October 2006 to September 2014. He served as Northeast Asia Sales Director at SI +Group-Shanghai Co., Ltd. ( 聖萊科特化工（上海）有限公司) from September 2014 to January 2018. +He served as Greater China materials sales director at Solvay (Shanghai) Co., Ltd. ( 蘇偉（上海）有限 +公司) from January 2018 to March 2023. +Mr. Xia obtained her bachelor’s degree in Thermal Energy and Power Engineering from +Shanghai Jiaotong University ( 上海交通大學) in July 2002, his master’s degree in power and field +engineering in June 2009 and master’s degree in business administration in March 2013 from +Shanghai Jiaotong University. +Mr. Wang Hao ( 王浩), aged 44, has been our chief financial officer since January 2024. He is +responsible for overall financial management of our Group. +Prior to joining our Group, Mr. Wang worked in Wante Electronics (Shanghai) Co., Ltd. ( 萬特 +電子（上海）有限公司) from July 2005 to April 2007, Dow (China) Investment Co., Ltd. ( 陶氏（中國） +投資有限公司) from May 2007 to April 2008, Visteon (Asia Pacific) Co., Ltd. ( 偉世通（亞太）有限公 +DIRECTORS AND SENIOR MANAGEMENT +–2 0 1– + + +--- page 211 --- +司) from May 2008 to April 2011, Bosch Automotive Service Technology (Suzhou) Co., Ltd. ( 博世汽 +車服務技術（蘇州）有限公司) from October 2011 to July 2015. Mr. Wang served as financial director +and the director of Ningbo Jifeng Automotive Parts Co., Ltd ( 寧波繼峰汽車零部件股份有限公司), a +company listed on the Shanghai Stock Exchange under the stock code 603997, from May 2017 to +May 2021. He served as a director and the vice pres ident of finance at EziSurg Medical Co., Ltd. ( 上 +海逸思醫療科技股份有限公司) from May 2021 to May 2022. He served as the chief financial officer +and senior vice president of Shanghai Asensing Technology Co., Ltd. ( 導遠電子科技（上海）有限公 +司) from June 2022 to December 2023. +Mr. Wang obtained his bachelor’s degree in accounting from Harbin Institute of Technology +(哈爾濱工業大學) in July 2005. +M r .L iS h e n g( 李昇), aged 41, has been our board secretary since September 2024 and joint +company secretary since June 2025. He is responsib le for information disclosure and investor +r e l a t i o n sm a n a g e m e n to fo u rG r o u p . +Prior to joining our Group, Mr. Li served as multip le titles at Industrial Securities Co., Ltd. ( 興 +業證券股份有限公司), a company listed on the Shanghai Stock Exchange under the stock code +601377, from 2011 to 2021, including sales manager of i nstitutional client department, sales manager +of financial and economic research institute, head of Guangzhou business of sales trading +headquarters. He served as the head of South Chin a group of institutional client headquarters at +Shenwan Hongyuan Secu rities Co., Ltd. ( 申萬宏源證券有限公司) from September 2021 to September +2024. +Mr. Li obtained his bachelor’s degree in enviro nmental engineering from Nanjing University in +PRC in June 2006 and his master’s degree in finance from Sun Yat-sen University ( 中山大學)i nP R C +in June 2010. +FURTHER INFORMATION ABOUT PROF. CHEN +During his tenure with our Group, Prof. Chen, our executive Director, chairman of the Board +and a Single Largest Shareholder, received cer tain regulatory and warning decisions (the +‘‘Decisions ’’) from the Shenzhen Stock Exchange and the CSRC (collectively, the ‘‘ Incidents ’’), +listed as follows: +(i) Delayed notification of share pledge by Prof. Chen (March 2018) Prof. Chen pledged 17.7 +million shares (about 9.22% of the Company’s total share capital) on 6 March 2018, but +only notified the Company of this pledge on 23 March 2018. This delay was due to his +inadvertent oversight of the relevant reporting requirements. The Shenzhen Stock +Exchange required Prof. Chen to be more attentive, correct the breach, and prevent +recurrence. +(ii) Unreported related party transaction due to unnotified directorship (November 2018) Mr. +Wu Feng, then an independent non-executive director of the Company, was appointed as +an independent non-executive director of Tianjin Lishen Battery Co., Ltd. ( 天津力神電池 +股份有限公司), (‘‘Tianjin Lishen ’’) (a customer), making Tianjin Lishen a related party +from December 2017. Wu Feng did not notify the Board, and the Board only approved +and disclosed the related party transaction after business of RMB29.2 million had already +occurred in October 2025 and Mr. Wu Feng resigned in the same month due to personal +matters. The Board (including Prof. Chen) was required to address the oversight and +prevent similar issues. +(iii) Delayed shareholding change disclosure by controlling shareholders (December +2020/January 2021) Prof. Chen and another contro lling shareholder reduced their +collective Company stake from about 26.49% to 20.81% (a decrease exceeding the 5% +disclosure threshold) between August 2019 and November 2020, but delayed disclosing +this change and the related share sales until 27 November 2020. The delay occurred partly +DIRECTORS AND SENIOR MANAGEMENT +–2 0 2– + + +--- page 212 --- +because Prof. Chen was unaware of the other shareholder’s reduction. The Shenzhen +CSRC and the Shenzhen Stock Exchange issued a warning, requiring better compliance +going forward. +(iv) Failure to properly record insider information access (July 2023) In August 2021, the +Company signed a significant sales contract but failed to accurately record all persons +with access to insider information due to staff errors. The Shenzhen CSRC issued a +warning letter to the Company, Prof. Chen (as Chairman), and the then Board secretary, +instructing them to improve internal controls and prevent similar lapses. +Despite these incidents involving Prof. Chen, after conducting a comprehensive assessment +(including understanding the nature of the Incident), the Company is of the view that the Decisions +did not adversely affect Prof. Chen’s suitability to act as an executive Director and chairman of the +Board, and Prof. Chen possesses the experience, kno wledge, and skills required to serve as a director +of a listed company under Listing Rules 3.08 and 3.09, and the Decisions do not have any material +adverse effect on the Company’s suitability for lis ting on the Stock Exchange, for the following +reason: +(i) according to the PRC Company Law and the rules of the Shenzhen Stock Exchange, the +Decisions did not prohibit Prof. Chen from ac ting as a director or a chairman of the board +of directors of any PRC incorporated company; +(ii) as disclosed in Prof. Chen’s biography above, Prof. Chen is the founder of the Company +and has abundant experience in the industries the Group operates in. To the best +knowledge of the Company having made all reasonable enquiries, save as disclosed above, +Prof. Chen has no other record of non-compliance as a Director or member of senior +management of the Company or any other listed company; +(iii) Prof. Chen has participated in relevant t rainings, development and updated to his +knowledge and skills to keep up with the lates t regulatory developments, including +trainings and reading materials on topics such as corporate governance, connected +transactions, directors’ responsibilities, co ntinuous obligations of listed companies under +the Listing Rules and the consequences of violating the Listing Rules and Hong Kong +laws; +(iv) the Company has also implemented internal control measures to ensure full compliance +with applicable laws and regulations in the f uture, including but not limited to appointing +the Compliance Adviser and enhancing the info rmation disclosure policies. Following the +Incidents, the Company has taken rectification actions including establishing direct +reporting channels for major shareholders, requiring Directors and senior management to +declare and update their connected relationships, and implementing procedures to identify +and record persons with access to inside information. The Company has established a +comprehensive information disclosure mana gement systems, including the following: +a. the ‘‘Information Disclosure Management Po licy’’, which stipulates that when shares +held by a company shareholder exceedin g 5% are pledged, frozen, judicially +auctioned, entrusted, placed in trust, or subject to legally restricted voting rights, +such shareholder or the actual controlle r shall immediately notify the company and +cooperate in fulfilling informa tion disclosure obligations; +b. the ‘‘Connected Transaction Management Policy’’ to clearly define the scope of +connected persons (including connected natural persons, connected legal persons, +and potential connected persons). These systems require directors and senior +management to promptly declare their connect ed relationships, strictly regulate the +decision-making procedures for connect ed transactions and the information +disclosure process; and +c. the ‘‘Insider Information Registration Policy’’, which clearly defines the scope of +inside information and persons with ac cess to such information. Pursuant such +policy, the Company has established procedures for inside information approval and +insider registration. +DIRECTORS AND SENIOR MANAGEMENT +–2 0 3– + + +--- page 213 --- +These systems will monitor and manage the inf ormation disclosure activities of the Group +to prevent similar incidents happening to the C ompany. It includes a clear review process +to ensure the accuracy and truth fulness of disclosures, involving coordinated reviews by +multiple departments (such as the Board office , legal department, finance department and +relevant business units and functional departments), including the secretary to the Board. +In addition, in reviewing the disclosure on c ertain transactions, Directors, including +Independent non-executive Directors may see k independent professional advice at the +cost of the Company to assist in reviewing and evaluating the relevant transactions; and +(v) the Company and the Directors will ensu re compliance with all applicable laws and +regulations, including but not limited to th e Listing Rules, by timely consulting the +Compliance Adviser and seeking independe nt legal and/or financial advice when +necessary (especially before entering into any transaction or corporate action subject to +Chapter 14 and Chapter 14A of the Listing Rules). +The Company confirms that the Shenzhen Stock Exchange and the CSRC have been notified of +the rectification actions taken as described above and have raised no further objections or comments +on such actions. The rectification measures have b een fully implemented and t he relevant regulatory +authorities have not issued any further warnings, d ecisions or sanctions in relation to these matters +since the dates of the original Decisions. The Company further confirms that the Decisions are final +and conclusive. No appeals have been filed, and P rof. Chen and the Company have fully complied +with the Decisions. The relevant regulatory authorities have not issued any subsequent warnings, +sanctions or enforcement actions in relation to the Incidents, and the m atters are therefore +considered closed. +In light of the above reasons, the Directors are of the view that the Incidents revealed in the +Decisions were immaterial and Prof. Chen is suitab le to serve as a director of a listed company under +Rules 3.08 and 3.09 of the Listing Rules. Based o n the independent due d iligence conducted by the +Sole Sponsor, nothing has come to the Sole Sponsor’s attention that would cause them to disagree +with our Directors’ confirmation that Prof. Chen i s suitable to serve as a director under Rules 3.08 +and 3.09 of the Listing Rules. +FURTHER INFORMATION ABOUT MR. ZHU +During his tenure with our Group, Mr. Zhu, a non-executive Director, reported in the +announcement that his spouse, Ms. Jiang Lihua, inadvertently conducted short-swing trading by +selling Company shares within six months of purchase (‘‘ misconduct ’’), resulting in a profit of +RMB214. This amount was promptly returned to the Company, with no evidence of insider trading +or intentional misconduct. Both Ms. Jiang and Mr. Zhu issued an apology and pledged to strengthen +compliance with relevant laws to prevent recurrence. +Despite the misconduct involving Mr. Zhu and his spouse, after conducting a comprehensive +assessment (including understanding the nature of the misconduct), the Company is of the view that +the misconduct did not adversely affect Mr. Zhu ’s suitability to act as a Director, and Mr. Zhu +possesses the experience, knowledge, and skills re quired to serve as a director of a listed company +under Listing Rules 3.08 and 3.09, and the misconduct do not have any material adverse effect on the +Company’s suitability for listing on the Sto ck Exchange, for the f ollowing reason: +(i) according to the PRC Company Law and the rules of the Shenzhen Stock Exchange, the +misconduct did not prohibit Mr. Zhu from acting as a director of any PRC incorporated +company; +(ii) Mr. Zhu has participated in relevant trainings, development and updated to his +knowledge and skills to keep up with the lates t regulatory developments, including +trainings and reading materials on topics such as corporate governance, connected +transactions, directors’ responsibilities, co ntinuous obligations of listed companies under +the Listing Rules and the consequences of violating the Listing Rules and Hong Kong +laws; +DIRECTORS AND SENIOR MANAGEMENT +–2 0 4– + + +--- page 214 --- +(iii) the Company has also implemented internal control measures to ensure full compliance +with applicable laws and regulations in the f uture, including but not limited to appointing +the Compliance Adviser and enhancing the info rmation disclosure policies. Following the +misconduct, the profit was immediately ret urned to the Company, and the Company has +enhanced its policies to require Directors to ensure their close family members comply +with applicable trading restrictions and has implemented a pre-clearance system for share +trading by Directors and their close associates. The Company has established a +comprehensive information disclosure mana gement systems, including the following: +The ‘‘Insider Information Registration Polic y’’, which clearly defi nes the scope of inside +information and persons with access to such information. Pursuant such policy, the +Company has established procedures for inside information approval and insider +registration. +These systems will monitor and manage the inf ormation disclosure activities of the Group +to prevent similar incidents happening to the C ompany. It includes a clear review process +to ensure the accuracy and truth fulness of disclosures, involving coordinated reviews by +multiple departments (such as the Board office , legal department, finance department and +relevant business units and functional departments), including the secretary to the Board. +In addition, in reviewing the disclosure on c ertain transactions, Directors, including +Independent non-executive Directors may see k independent professional advice at the +cost of the Company to assist in reviewing and evaluating the relevant transactions; and +(iv) the Company and the Directors will ensu re compliance with all applicable laws and +regulations, including but not limited to th e Listing Rules, by timely consulting the +Compliance Adviser and seeking independe nt legal and/or financial advice when +necessary. +The Company confirms that the Shenzhen Stock Exchange and the CSRC have been notified of +the rectification actions taken as described above and have raised no further objections or comments +on such actions. The rectification measures have b een fully implemented and t he relevant regulatory +authorities have not issued any further warnings , decisions or sanctions in relation to this matter +since the date of the original announcement. The Company further confirms that no regulatory +sanctions or warning decisions were issued by the regulatory authorities in relation to this +misconduct beyond the public disclosure requir ement. Mr. Zhu and his spouse have fully complied +with all applicable requirements, and the relevant regulatory authorities have not issued any +subsequent warnings, sanctions or enforcement act ions in relation to this matter, which is therefore +considered closed. +In light of the above reasons, the Directors are of the view that the misconduct revealed in the +announcement were immaterial an d Mr. Zhu is suitable to serve as a director of a listed company +under Rules 3.08 and 3.09 of the Listing Rules. B ased on the independent due diligence conducted by +the Sole Sponsor, nothing has come to the Sole Sponsor’s attention that would cause them to +disagree with our Directors’ confirmation that Mr . Zhu is suitable to serve as a director under Rules +3.08 and 3.09 of the Listing Rules. +JOINT COMPANY SECRETARIES +M r .L iS h e n g(李昇), aged 41, was appointed as one of our joint company secretaries in June +2025. For Mr. Li’s biography, please see ‘‘ — Senior Management ’’ of this section. +Mr. Chow Tsz Ho ( 周梓浩), aged 29, was appointed as one of the joint company secretaries of +the Company on 18 May 2026. Mr. Chow is an assistant manager of the listing services department +at TMF Hong Kong Limited, responsible for provi ding corporate secretarial and compliance +services to listed companies. He has over seven years of experience in company secretarial +profession. +DIRECTORS AND SENIOR MANAGEMENT +–2 0 5– + + +--- page 215 --- +Mr. Chow received his bachelor’s degree in bu siness administration from Hong Kong Shue Yan +University ( 香港樹仁大學) in July 2018. He is an associate member of both The Hong Kong +Chartered Governance Institute and The Chartere d Governance Institute in the United Kingdom. +MANAGEMENT AND CORPORATE GOVERNANCE +Board Committees +Our Board delegates certain responsibilities t o various committees. We have established four +Board committees, namely the Audit Committee, th e Remuneration and Appraisal Committee, the +Nomination Committee and the Strategy a nd Development Management Committee. +Audit Committee +We have established the Audit Committee with written terms of reference in compliance with +Rule 3.21 of the Listing Rules and the Corporate Governance Code set out in Appendix C1 to the +Listing Rules. The primary duties of the Audit Co mmittee are to review and supervise the financial +reporting process and internal controls system o f our Group, review connected transactions, and +provide advice and comments to the Board. Upon Listing, the Audit Committee will comprise three +members, namely Mr. Leung Shu Sun Sunny, Mr . Tang Changjiang, and Mr. Zhu Bide, with Mr. +Leung Shu Sun Sunny (being an independent non-executive Director with the appropriate +professional qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules) as +chairperson of the Audit Committee. +Remuneration and Appraisal Committee +We have established the Remuneration and A ppraisal Committee with written terms of +reference in compliance with Rule 3.25 of the List ing Rules and the Corporate Governance Code set +out in Appendix C1 to the Listing Rules. The primary duties of the Remuneration and Appraisal +Committee are to review and make recommendations to the Board on the terms of remuneration +packages, bonuses, and other comp ensation payable to our Directors and other senior management. +Upon Listing, the Remuneration and Appraisa l Committee will comprise three members, namely +Mr. Tang Changjiang, Mr. Leung Shu Sun Sunny, and Mr. Xu Liqiang, with Mr. Tang Changjiang +as chairperson of the Remuneration and Appraisal Committee. +Nomination Committee +We have established the Nomination Committee pursuant to Rule 3.27A of the Listing Rules +with written terms of reference set out in the Code on Corporate Governance in Appendix C1 to the +Listing Rules. The primary duties of the Nomin ation Committee are to make recommendations to +the Board on the appointment of Directors and management of Boa rd succession. The Nomination +Committee comprises three members, namely Ms . Sun Zhenzhen, Dr. ZHANG XIAOMIN, and Mr. +Tang Changjiang, with Ms. Sun Zhenzhen a s chairperson of the Nomination Committee. +Strategy and Development Management Committee +We have established the Strategy and Devel opment Management Committee. The primary +duties of the Strategy and Development Man agement Committee are to review and make +recommendations to the Board on our long-term strategy and major investments and +transactions. The Strategy and Development Ma nagement Committee comprises three members, +namely Prof. Chen, Mr. Tang Changjiang and Ms. Sun Zhenzhen, with Prof. Chen as chairperson of +the Strategy and Development Management Committee. +Corporate Governance Code +We aim to achieve high standards of corpo rate governance which are crucial to the +development and safeguard the interests of our Shareholders. In accomplish this, our Company +expects to comply with the Corporate Governance Code set out in Appendix C1 to the Listing Rules +after the Listing save for the deviation as mention ed below. Any deviation from the code provisions +DIRECTORS AND SENIOR MANAGEMENT +–2 0 6– + + +--- page 216 --- +shall be carefully considered, and the reasons for any deviation and explanation of how good +corporate governance was achieved by means other than strict compliance with the code provisions +shall be given in the interim report and the an nual report in respect of relevant period. +Code Provision C.2.1 of part 2 of the Corporate Governance Code +According to code provision C.2.1 of Part 2 of the Corporate Governance Code, the roles of +chairman and chief executive should be separate and should not be performed by the same +individual. The roles of chairman of the Board a nd general manager are currently performed by +Prof. Chen. Prof. Chen founded our Group in September 2003 and has been serving as a Director +and the chairman of the Board since September 2008, and the general manager since November 2020. +He is primarily responsible for the strategic planning, business direction and daily operations and +management of our Group. Despite the fact that t he roles of the chairman of our Board and general +manager of our Company are both performed by Pro f. Chen, which constitutes a deviation from +code provision C.2.1 of Part 2 of the Corporate Gov ernance Code, our Board considers that vesting +both roles in Prof. Chen is appropriate and in the best interests of our Group. As the founder of our +Company with over two decades of experience in the lithium-ion battery separator industry, Prof. +Chen possesses an unparalleled depth of instit utional knowledge, industry expertise and +entrepreneurial leadership that is best channe lled through a unified command structure. Our +Group is also at a critical stage of strategic expa nsion, including the construction of overseas +manufacturing bases and the development of new product areas such as semiconductor components, +and our Board considers that unified stewardship by Prof. Chen ensures that strategic direction and +operational execution remain fully aligned during t his pivotal phase of growth. Furthermore, Prof. +Chen’s concurrent performance of both roles has demonstrated a track record of effective leadership, +evidenced by our Group’s ranking a s second globally by lithium-ion battery separator shipment +volume for six consecutive years and the successf ul listing on the SIX Swiss Exchange in December +2023. +The balance of power and authority is ensured by the operation of our Board and senior +management, each comprising experienced and dive rse individuals. In order to further mitigate any +risks arising from the concentration of the two role s in a single individual, all major decisions of our +Group will be made in consultation with the Boa rd and the relevant Board committees, with no +material resolution adopted solely on the authorit y of Prof. Chen without independent scrutiny. Our +Audit Committee and other Board committees, the members of which include independent +non-executive Directors, provide independent ove rsight on financial reporting, internal controls, +and key strategic and connected transaction matte rs. Our independent non-executive Directors, who +account for over one-third of the Board and are not associated with our Single Largest Shareholders, +are able to bring impartial judgement to the Board’s decision-making process and protect the +interests of our Shareholders as a whole. Our Boa rd shall nevertheless review the structure and +composition of our Board and senior manage ment from time to time in light of prevailing +circumstances to maintain a high standard of corporate governance practices of our Company. +Board diversity +Our Company has adopted a board diversity policy (the ‘‘ Board Diversity Policy ’’) which sets +out the approach to achieve diversity of the B oard. Our Company recogn ises and embraces the +benefits of having a diverse Board and sees increasi ng diversity at the Board level, including gender +diversity, as an essential element in maintain ing our Company’s competitive advantage and +enhancing its ability to attract, retain and motiv ate employees from the widest possible pool of +available talent. Pursuant to the Board Diversi ty Policy, in reviewing and assessing suitable +candidates to serve as a Director of our Group, t he Nomination Committee will consider a number +of aspects, including but not limited to gender , age, cultural and educational background, +professional qualifications, sk ills, knowledge, and industry and reg ional experience. Pursuant to the +DIRECTORS AND SENIOR MANAGEMENT +–2 0 7– + + +--- page 217 --- +Board Diversity Policy, the Nomination Committe e 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 adoption. +Our Directors have a balanced mixed of knowle dge and skills, including but not limited to +overall business management, en gineering, and finance and acco unting. They received degrees in +various majors including electronic technology, ma terials, business administration, accounting and +engineering. We have both male and female members serving on the Board currently. Furthermore, +the Board has a relatively wide range of ages, rang ing from 40 years old to 70 years old. The Board is +of the view that the Board satisfies the Board Diversity Policy. +The Nomination Committee is responsible for r eviewing the diversity of the Board. Upon the +Listing, the Nomination Committee will from time to time review the Board Diversity Policy, +develop and review measurable objectives for imp lementing the policy, and monitor the progress on +achieving these measurable objectives in order t o ensure that the policy remains effective. Our +Company will disclose the biographical deta ils of each Director and plans to report on the +implementation of the Board Diversity Policy (incl uding whether we have achieved board diversity) +in our annual corporate governance report. Our Company also intends to promote gender diversity +when recruiting staff at the mid to senior level so that our Company will have a pipeline of female +senior management and potential successors to th e Board. We plan to offer all-rounded training to +female employees whom we consider to have the su itable experience, sk ills, and knowledge of our +operation and business, including but not limited to, business operation, management, accounting +and finance, legal and compliance, and researc h and development. We are of the view that such a +strategy will offer chances for the Board to ident ify more capable female employees to be nominated +as a member of the Board in future with an aim to providing the Board with a pipeline of female +candidates to achieve gender diversity in the Board in the long run. +Management presence +Pursuant to Rules 8.12 and 19A.15 of the Listing Rules, an issuer must have a sufficient +management presence in Hong Kong. This nor mally means that at least two of its executive +Directors must be ordinarily resident in Hong Kong. We do not have sufficient management +presence in Hong Kong for the purposes of Rules 8.12 and 19A.15 of the Listing Rules. +Accordingly, we have applied for, and the Sto ck Exchange has granted, a waiver from strict +compliance with Rules 8.12 and 19A.15 of the Listing Rules. Please see ‘‘ Waivers — Waiver in respect +of Management Presence in Hong Kong ’’ for further details. +REMUNERATION +Our Directors and senior management receive rem uneration, including salaries, allowances, +and benefits in kind and our contributio n to the pension plan on their behalf. +The aggregate amount of remuneration (includi ng basic salaries, housing allowances, other +allowances and benefits in kind, contributions to pension plans, discretionary bonuses, fees and +share-based payment expenses) for the years ended 31 December 2023, 2024 and 2025 was +approximately RMB6.32 million, RMB6.03 million and RMB4.29 million for our Directors, +respectively. None of our Directors waived any remuneration during the aforesaid periods. +The five highest paid individuals of our Grou p for the years ended 31 December 2023, 2024 and +2025 included one, two and one Directors, respec tively. The aggregate amount of remuneration +(including basic salaries, housing allowances, other allowances and benefits in kind, contributions to +pension plans, discretionary bo nuses, fees and share-based paym ent expenses) for the remaining +individuals of the five highest paid individuals for the years ended 31 December 2023, 2024 and 2025 +was approximately RMB8.03 million, RMB9.1 3 million and RMB18.97 million, respectively. +Save as disclosed above, no other payments have been paid or are payable, in respect of the +Track Record Period by our Company to our Directors. For the year ending 31 December 2026, we +expect to pay approximately RMB3.93 million i n aggregate remuneration to our Directors. +DIRECTORS AND SENIOR MANAGEMENT +–2 0 8– + + +--- page 218 --- +No remuneration was paid to our Directors or the five highest paid individuals as an +inducement to join, or upon joining, our Company . No compensation was paid to, or receivable by, +our Directors or past directors for the Track Record Period for the loss of office as director or +supervisor or any member of our Group or of any other office in connection with the management of +the affairs of any member of our Group. None of our Directors waived any emoluments during the +same period. +COMPLIANCE ADVISER +We have appointed Vast Harbour Corporate Finance Limited (formerly known as Goldlink +Capital (Corporate Finance) Limited) as our compliance adviser (the ‘‘ Compliance Adviser ’’) +pursuant to Rule 3A.19 of the Listing Rules. The Compliance Adviser will provide us with guidance +and advice as to compliance with the requiremen ts under the Listing Rules and applicable laws. +Pursuant to Rule 3A.23 of the Listing Rules, the Compliance Adviser will advise our Company, +among others, in the following circumstances: +. before the publication of any regulatory announcement, circular, or financial report; +. where a transaction, which might be a not ifiable or connected transaction, is +contemplated, including share issues and share repurchases; +. where we propose to use the proceeds of the Global Offering in a manner different from +that detailed in this prospectus or where the business activities, development, or results of +our Group deviate from any forecast, estimate , or other information in this prospectus; +and +. where the Stock Exchange makes an inquiry to our Company regarding unusual +movements in the price or trading volume of our listed securities or any other matters +in accordance with Rule 13.10 of the Listing Rules. +The term of appointment of the Compliance Adviser shall commence on the Listing Date and is +expected to end on the date on which we comply with Rule 13.46 of the Listing Rules in respect of +our financial results for the first full financia l year commencing after the Listing Date and such +appointment may be subject to extension by mutual agreement. +DIRECTORS AND SENIOR MANAGEMENT +–2 0 9– + + +--- page 219 --- +SUBSTANTIAL SHAREHOLDERS +So far as our Directors are aware, immediately f ollowing completion of the Global Offering, +the following persons will have an interest or short position in our Shares or underlying Shares which +would fall to be disclosed to us under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, +will be, directly or indirectly, interested in 10% or more of the issued voting shares of any class of +shares of our Company: +Substantial shareholders of our Company +AS h a r e sh e l da sa tt h e +Latest Practicable Date +Shares held immediately following the +completion of the Global Offering (1)(2) +Name of Shareholder +Capacity/Nature of +interest Number +Approximate +percentage of +issued Shares Number +Approximate +percentage of +issued A +Shares (3) +Approximate +percentage of +total issued +Shares +(%) (%) (%) +Prof. Chen (4) Beneficial owner 170,489,491 12.669 170,489,491 +AS h a r e s +12.669 11.402 +Interest of spouse 346,700 0.026 346,700 +AS h a r e s +0.026 0.023 +Ms. Chen (4) Beneficial owner 346,700 0.026 346,700 +AS h a r e s +0.026 0.023 +Interest of spouse 170,489 ,491 12.669 17 0,489,491 +AS h a r e s +12.669 11.402 +Notes: +(1) All interest stated are long positions. +(2) The table above assumes the Global Offering becomes unconditional and the Offer Shares are issued pursuant to +the Global Offering. +(3) The calculation of the percentage includes 19,855,640 A Shares repurchased by our Company as of the Latest +Practicable Date pursuant to the re purchase mandates approved by our Board and held in our Company’s stock +repurchase account as treasury shares (assuming no cha nges are made to the number of such repurchased shares +held in our Company’s stock repurchase account betwee n the Latest Practicable Date and completion of the +Global Offering). +(4) Ms. Chen is the spouse of Prof. Chen. As such, by virtue of the SFO, each of Prof. Chen and Ms. Chen is deemed +to be interested in the Shares held by the other. +Except as disclosed above and in ‘‘ (C) FURTHER INFORMATION ABOUT OUR +DIRECTORS, CHIEF EXECUTIVE AND SUBSTANTIAL SHAREHOLDERS — 3. Disclosure +of Interests ’’ in Appendix V to this prospectus, our Directors are not aware of any other person who +will, immediately following completion of the Globa l Offering, have an interest or short position in +our Shares or underlying Shares which would fall to be disclosed to us under the provisions of +Divisions 2 and 3 of Part XV of the SFO, or, will be, dir ectly or indirectly, interested in 10% or more +of the issued voting shares of any class of shares of our Company or any other member of our +Group. +SUBSTANTIAL SHAREHOLDERS +–2 1 0– + + +--- page 220 --- +This section presents certain information r egarding our share capital before and upon +completion of the Global Offering. +BEFORE THE GLOBAL OFFERING +As at the Latest Practicable Date, our share capital was RMB1,345,710,639, comprising +1,345,710,639 A Shares with a nominal value of RMB1.00 each. This includes 19,855,640 A Shares +repurchased by our Company as of the Latest Practi cable Date pursuant to the repurchase mandates +approved by our Board and held in our Company’s s tock repurchase account as treasury shares. +UPON COMPLETION OF THE GLOBAL OFFERING +Immediately following completion of the Glo bal Offering, the share capital of our Company +immediately following completion of the Global Offering will be as follows: +Description of Shares Number of Shares +Approximate +percentage to total +share capital +(%) +A Shares in issue* 1,345,710,639 90.00 +H Shares to be issued under the Global Offering 149,523,500 10.00 +Total 1,495,234,139 100.00 +Note: +* Including 19,855,640 A Shares repurchased by our Company as of the Latest Practicable Date pursuant to the +repurchase mandate approved by our Board and held in our C ompany’s stock repurchase account as treasury shares +(assuming no changes are made to the number of such repurchased shares held in our Company’s stock repurchase +account between the Latest Practicable Date and completion of the Global Offering). +RANKING +Upon the completion of the Global Offering, our Shares will consist of A Shares and H Shares. +A Shares and H Shares are all ordinary Shares in the share capital of our Company and are regarded +as the same class of Shares under the Articles of Association. +Apart from certain qualified domestic institu tional investors in the PRC, the qualified PRC +investors under the Shanghai-Hong Kong Stock Connect or the Shenzhen-Hong Kong Stock +Connect and other persons who are entitled to hold our H Shares pursuant to relevant PRC laws and +regulations or upon approvals of any compete nt authorities, H Shares generally cannot be +subscribed for by or traded between legal or natural persons of the PRC. +A Shares and H Shares shall carry the same rights in all other respects and, in particular, will +rank equally for dividends or distributions declared, paid or made. All dividends in respect of our H +Shares are to be paid by us in Hong Kong dollars whereas all dividends in respect of our A Shares +are to be paid by us in Renminbi. In addition to cash, dividends may also be distributed in the form +of Shares. Holders of our H Shares will receive sha re dividends in the form of H Shares, and holders +of our A Shares will receive share dividends in the form of A Shares. +NO CONVERSION OF OUR A SHARES INTO H SHARES FOR LISTING AND TRADING ON +THE HONG KONG STOCK EXCHANGE +Our A Shares and our H Shares are generally neither interchangeable nor fungible, and the +market prices of our A Shares and our H Shares m ay be different after the Global Offering. The +Guidelines on Application for ‘‘Full Circulat ion’’ of Domestic Unlisted Shares of H-share +Companies ( 《H股公司境內未上市股份申請「全流通」業務指引》 announced by the CSRC are not +applicable to companies dual listed in the PR C and on the Hong Kong Stock Exchange. As at the +Latest Practicable Date, there were no relevant r ules or guidelines from the CSRC providing that A +Shareholders may convert A shares held by them i nto H shares for listing and trading on the Hong +Kong Stock Exchange. +SHARE CAPITAL +–2 1 1– + + +--- page 221 --- +APPROVAL FROM HOLDERS OF A SHARE S REGARDING THE GLOBAL OFFERING +Approval from holders of A Shares is required for our Company to issue H Shares and seek the +listing of H Shares on the Hong Kong Stock Exchange. Such approval was obtained by us at the +shareholders’ general meeting of our Company hel d on 21 May 2025 and is subject to the following +major conditions: +(i) Size of the offer: The proposed number of H Shares to be offered shall not exceed +approximately 15% of the total issued share c apital enlarged by the H Shares to be issued +pursuant to the Global Offering. +(ii) Method of offering: The method of offering shall be by way of an international offering to +institutional investors and a public offer for subscription in Hong Kong. +(iii) Target investors: The H Shares shall be issued to ove rseas institutional investors, +corporations and individual inv estors, as well as qualified domestic institutional investors +and other investors who fulfil th e relevant laws and regulations. +(iv) Price determination basis: The Offer Price of the H Shares will be determined by the Board +and its authorised person with the authorization of the Shareholders’ general meetings, +together with the Underwriters, after full consideration of the interests of existing +Shareholders, investors of our Company and the conditions of domestic and international +capital markets conditions with reference to the international practices, the general +valuation level of the industry in which our Company operates, and through demands for +orders and book-building process. +(v) Valid period: The issue and listing of H Shares on the Hong Kong Stock Exchange shall be +completed within 24 months from the date on which such matters were approved at the +Shareholders’ meeting. If the Company obtains approval from the relevant regulatory +authorities for the Listing within the 24 months, the authorization period shall +automatically be extended to the later of the completion date of this issuance and the +Listing. There are no other approved offering plans for our Shares except the Global +Offering. +CIRCUMSTANCES UNDER WHICH GENERAL M EETING AND MEETING ARE REQUIRED +For details of circumstances under which our Share holders’ general meeting is required, please +see ‘‘Summary of Articles of Association of the Company ’’ in Appendix IV to this prospectus. +SHARES INCENTIVE PLANS +Certain directors and employees of our Company and our subsidiaries are eligible for interests +of our Shares through the incentive plans of our Company. For details, please see ‘‘Appendix V — +Statutory and General Information — (D) Share Incentive Plans’’ in this prospectus. +SHARE CAPITAL +–2 1 2– + + +--- page 222 --- +THE CORNERSTONE PLACING +We have entered into cornerstone investment agreements (each a ‘‘ Cornerstone Investment +Agreement ’’ and collectively, the ‘‘ Cornerstone Investment Agreements ’’) with the cornerstone +investors set forth below (each a ‘‘ Cornerstone Investor ’’ and collectively, the ‘‘ Cornerstone +Investors ’’), pursuant to which the Cornerstone I nvestors have agreed, subject to certain +conditions, to subscribe, or cause their designat ed entities to subscribe, at the Offer Price, for +such number of Offer Shares (rounded down to the nearest whole board lot of 500 H Shares) that +may be purchased for an aggregate amount of ap proximately US$77.52 million (or approximately +HK$607.58 million, calculated based on the exchange rate set out in the section headed ‘‘Information +about this Prospectus and the Global Offering — Cu rrency Translations’’ in this prospectus) (the +‘‘Cornerstone Placing ’’). As indicated below, the amount of investment contributed by Harvest +Synergy (as defined below) and Mondeomax (as defined below) includes the brokerage, SFC +transaction levy, AFRC transaction levy and Stock Exchange trading fee which the Cornerstone +Investors will pay in respect of the International Offer Shares to be subscribed by them; whereas the +amount of investment contributed by the remaining Cornerstone Investors do not include the +brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee which the +Cornerstone Investors will pay in respect of the International Offer Shares to be subscribed by them. +B a s e do na nO f f e rP r i c eo fH K $ 8 . 9 8p e rO f f e rS h a r e(being the maximum Offer Price), the total +number of Offer Shares to be subscribed for by the Cornerstone Investors would be 67,495,500 H +Shares, representing (i) 45.14% of the Offer Shares pursuant to the Global Offering, and (ii) 4.51% +of our total issued share capital upon completion of the Global Offering. +Our Company is of the view that, leveraging on the Cornerstone Investors’ investment +experience and market position, the Cornerston e Placing will help to raise the profile of our +Company and to signify that such Cornerstone Inve stors have confidence in our Company’s business +and prospects. Our Company became acquainted with each of the Cornerstone Investors during its +ordinary course of operations, either through the Group’s business network or through introduction +by the Company’s existing Shareholders or the Overall Coordinators and Capital Market +Intermediaries involved in the Global Offering. +The Cornerstone Placing will form part of the International Offering, and save as otherwise +obtained consent from the Stock Exchange, the Cor nerstone 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 Offe r Shares to be subscribed for by the Cornerstone +Investors will rank pari passu in all respects with the fully paid H Shares in issue following the +completion of the Global Offering of the Company and will be counted towards the public float of +our Company under Rule 19A.13A of the Listing Rules. Immediately following the completion of +the Global Offering, (i) none of the Cornerstone Investors and their close associates will become a +substantial shareholder of the Company; (ii) none of the Cornerstone Investors and their close +associates will have any Board representation in the Company solely by virtue of its cornerstone +investment, and (iii) equity interests in the Comp any being beneficially owned by the three largest +public Shareholders will be less than 50% for the purpose of Rule 8.08(3) of the Listing Rules. Other +than a guaranteed allocation of the relevant Offer S hares at the final Offer P rice, the Cornerstone +Investors do not have any preferential rights in t he Cornerstone Investment Agreements compared +with other public Shareholders. As confirmed by each of the Cornerstone Investors, there are no side +arrangements or agreements between our Company and the Cornerstone Investors, or any benefit, +direct or indirect, conferred on the Cornerstone Investors by virtue of or in relation to the Listing, +other than a guaranteed allocation of the relevant O ffer Shares at the final Offer Price, following the +principles as set out in Chapter 4.15 of the Guide for New Listing Applicants. +CORNERSTONE INVESTORS +–2 1 3– + + +--- page 223 --- +To the best knowledge, information and belief of our Company, other than GF Fund +Management Co., Ltd., GF International In vestment Management Limited, Fullgoal Fund +Management Co., Ltd. and Taikang Life Insurance Co., Ltd (collectively, the ‘‘ Relevant +Investors ’’), each of which is an existing minority Shareholder of our Company, (i) each of the +Cornerstone Investors and its respective ultimate be neficial owner is an Independent Third Party; (ii) +none of the Cornerstone Investors is accustomed to take or has taken instructions from our +Company, the Directors, chief executive of our Company, substantial Shareholders, existing +Shareholders or any of their respective subsidiarie s or their respective close associates in relation to +the acquisition, disposal, voting or other dis position of the Offer Shares; and (iii) none of the +subscription of the Offer Shares by the Cornerstone Investors is directly or indirectly financed by our +Company, the Directors, chief executive of our Company, substantial Shareholders, existing +Shareholders or any of their respective subsidiaries or their respective close associates. The Stock +Exchange has granted a waiver from strict compliance with the requirements under Rule 10.04 of the +Listing Rules and consent under paragraph 1C (2) of Appendix Fl to the Listing Rules to permit +Offer Shares in the International Offering to be pla ced to the Relevant Investors. For further details, +please see the section headed ‘‘Waivers — Allocati on of H Shares to Existing Minority Shareholders +and Their Close Associates’’ in this prospectus. +To the best knowledge of the Company and as confirmed by each of the Cornerstone Investors, +each of the Cornerstone Investors is independent of the other Cornerstone Investors and made its +own independent investment decisions. Their respective subscriptions under the Cornerstone +Investment Agreements will be financed by their o wn internal resources, the resources of their +shareholders, or (in the case of any Cornerstone In vestor that is a fund or investment manager) the +assets managed for their investors, and each of th em has sufficient funds to settle its respective +investment under the Cornerstone Placing. Each of the Cornerstone Investors has confirmed that all +necessary approvals have been obtained with respect to the Cornerstone Placing, that none of the +Cornerstone Investors is listed on any other stock exchange, and that no specific approval from any +stock exchange is required in respect of the relevant cornerstone investment. +The total number of Offer Shares to be subscribed for by the Cornerstone Investors under the +cornerstone investment may be affected by re allocation of the Offer Shares between the +International Offering and the Hong Kong Public Offering in the event of over-subscription +under the Hong Kong Public Offering, as described in the paragraphs headed ‘‘Structure of the +Global Offering — The Hong Kong Public Offering — Reallocation’’ in this prospectus. Further, in +accordance with the terms of the Cornerstone Investment Agreement, the Sponsor-Overall +Coordinator and the Company can adjust the number of Offer Shares to be acquired by each +Cornerstone Investor in their sole and absolute d iscretion for the purpose of compliance with Rules +8.08(3), 19A.13A and 19A.13C of the Listing Ru les, Practice Note 18 to the Listing Rules and +Appendix F1 (Placing Guidelines for Equity Securities) to the Listing Rules. Details of the actual +number of Offer Shares to be allocated to each of the Cornerstone Investors will be disclosed in the +allotment results announcement to be issued by the Company on or around 15 June 2026. The +Cornerstone Investors have agreed to pay in ful l for the relevant Offer Shares that they have +subscribed before dealings in the Company’s H Shares commence on the Stock Exchange. Since there +is no over-allotment option in the Internationa l Offering, there will be no delayed delivery or +deferred settlement of Offer Shares to be subscribed by the Cornerstone Investors. +CORNERSTONE INVESTORS +–2 1 4– + + +--- page 224 --- +THE CORNERSTONE INVESTORS +The table below sets forth details of the Cornerstone Placing. +B a s e do nt h eO f f e rP r i c e +of HK$8.98 per +Offer Share (being the +maximum Offer Price) +Cornerstone Investors +Total +Investment +Amount +Number of +Offer Shares +to be +subscribed (3) +Approximate +%o ft h e +Offer Shares +Approximate +%o ft h e +issued share +capital (4) +(in million) +F u l l g o a l .................... U S $ 7 . 7 0 (1) 6,720,500 4.49% 0.45% +G FF u n d ................... U S $ 6 . 5 0 (1) 5,673,000 3.79% 0.38% +T a i k a n gL i f e ................ U S $ 6 . 5 0 (1) 5,673,000 3.79% 0.38% +Harvest International Premium +Value (Secondary Market) Fund +S P Ca c t i n go nb e h a l fo fa n df o r +H a r v e s tS y n e r g yS P.......... H K $ 4 4 . 6 5 +(2) 4,922,500 3.29% 0.33% +Springs Capital (Hong Kong). . . . . HK$50.00 (1) 5,567,500 3.72% 0.37% +Gaoteng Enterprise Management +and CICC Financial Trading +Limited (in connection with OTC +S w a p s )................... U S $ 3 . 0 0 +(1) 2,618,000 1.75% 0.18% +S u n w o d aT r e a s u r y ............ R M B 2 0 . 0 0 (1) 2,560,000 1.71% 0.17% +JINKOSOLAR INVEST MENT . . . HK$40.00 (1) 4,454,000 2.98% 0.30% +M o n d e o m a x ................. H K $ 1 0 0 . 0 0 (2) 11,024,500 7.37% 0.74% +B o n aS t a r .................. H K $ 7 5 . 0 0 (1) 8,351,500 5.59% 0.56% +S I N S A N W A ................ H K $ 5 0 . 0 0 (1) 5,567,500 3.72% 0.37% +S H E E NN A T I O N ............. U S $ 3 . 0 0 (1) 2,618,000 1.75% 0.18% +C h e nF e n g .................. U S $ 2 . 0 0 (1) 1,745,500 1.17% 0.12% +Total ...................... US$77.52 (5) 67,495,500 45.14% 4.51% +Notes: +(1) The investment amount is exclusive of brokerage, the SF C transaction levy, the Stock Exchange trading fee and the +AFRC transaction levy. +(2) The investment amount is inclusive of brokerage, the SF C transaction levy, the Stock Exchange trading fee and the +AFRC transaction levy. +(3) Subject to rounding down to the nearest whole board lot of 500 Offer Shares. Calculated based on the exchange rates set +out in the section headed ‘‘Information about this Prosp ectus and the Global Offering — Currency Translations’’. +(4) The calculation of the percentage was made assuming no other changes are made to the issued share capital of our +Company between the Latest Practicable Date. +(5) The total investment amount represe nts the aggregate of the investment amounts of each of the Cornerstone Investors +as set out above, converted into US dollars based on the exchan ge rates as disclosed in the section headed ‘‘Information +about this Prospectus and the Global Offering — C urrency Translations’’ in this prospectus. +The information about our Cornerstone Investors set forth below has been provided by the +Cornerstone Investors in connecti on with the Cornerstone Placing. +Fullgoal +Fullgoal Fund Management Co., Ltd. (‘‘ Fullgoal Fund ’’) is a fund management company +established in China in April 1999, and is one of the first ten fund management companies authorised +by the CSRC and other regulatory authorities to obtain full licenses to provide asset management +services in the PRC. Fullgoal Fund has a registe red capital of RMB520 million and its main scope of +business includes the provision of traditional fun d management services, fund raising, fund sale and +asset management solutions to both domestic a nd overseas clients. Fullgoal Fund is a QDII +approved by the relevant PRC authority and is also the first fund management company with foreign +CORNERSTONE INVESTORS +–2 1 5– + + +--- page 225 --- +equity participation among the first ten fund man agement companies in Chi na. The relevant funds +proposed to subscribe for the Offer Shares under the management of Fullgoal Fund on a +discretionary basis are open-ende d publicly raised securities inve stment funds registered with the +CSRC and have no ultimate beneficial owner holding 30% or more interest therein. +The shareholders of Fullgoal Fund include (i) Guotai Haitong Securities Co., Ltd. ( 國泰海通證 +券股份有限公司), holding 27.775% of the equity interest i n Fullgoal Fund; (ii) Shenwan Hongyuan +Securities Co., Ltd. ( 申萬宏源證券有限公司), holding 27.775% of the equity interest in Fullgoal +Fund; (iii) Bank of Montreal, holding 27.775% of t he equity interest in Fullgoal Fund; and (iv) +Shandong Financial Asset Management Co., Ltd. ( 山東省金融資產管理股份有限公司), holding +16.675% of the equity interest in Fullgoal Fund. +GF Fund +GF Fund Management Co., Ltd. ( 廣發基金管理有限公司)( ‘ ‘GF Fund Management ’’) and GF +International Investment Management Limited ( 廣發國際資產管理有限公司)( ‘ ‘GF Fund HK ’’, +together with GF Fund Management, ‘‘ GF Fund ’’) have respectively entered into Cornerstone +Investment Agreements with our Company. +GF Fund Management was established on August 5, 2003. As of December 31, 2025, its assets +under management exceed ed RMB2 trillion. It offers a comprehen sive range of product offerings, +covering active equity, bonds, money market, ove rseas investments, passive investments, FOF, and +quantitative hedging, among others, to meet th e diversified investment needs of domestic and +international clients. The controlling shareho lder of GF Fund Management is GF Securities Co., +Ltd. ( 廣 +發証券股份有限公司)( ‘ ‘GF Securities ’’), a company limited by shares listed on The Stock +Exchange of Hong Kong Limited (s tock code: 1776) and the Shenzhe n Stock Exchange (stock code: +000776), holding a 54.53% equity interest in GF Fund Management. Apart from GF Securities, no +other shareholder holds 30% or more of the equity in GF Fund Management. +GF Fund HK is a wholly-owned subsidiary of GF Fund Management. GF Fund HK (central +entity number of its Hong Kong Securities an d Futures Commission license: AXL121) was +incorporated in Hong Kong in December 2010. It is licensed by the SFC to carry on Type 1 (dealing +in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities in +Hong Kong. GF Fund HK serves as the global investment and business platform for its parent +company, GF Fund Management. Acting as GF Fund Management’s overseas window company, +GF Fund HK strategically connects the Chinese an d overseas markets. Leveraging the investment +and research capabilities of GF F und Management and its competit ive advantages in the overseas +market, GF Fund HK provides comprehensive and high-quality services to its clients. +GF Fund Management and GF Fund HK will subscribe for the Offer Shares as Cornerstone +Investors in their capacity as the discretionary investment managers of certain funds under their +management. To the best knowledge of GF Fun d Management and GF Fund HK, each fund is an +Independent Third Party, and no ultimate beneficial owner holds 30% or more interest. +Taikang Life +Taikang Life, a company incorporated in Chin a, is a wholly-owned subsidiary of Taikang +Insurance Group Inc. There is no shareholder ho lding 30% or more interest in Taikang Insurance +Group Inc. Taikang Life provides a full range of personal security and investment and wealth +management products and services for individuals and families. The p roducts on offer correspond to +the different requirements of customers in ter ms of market segments su ch as the children and +teenagers, females and high-income population g roups. They also meet multidimensional demands +regarding health care and accident cover, pensions and wealth management, among others. Taikang +Insurance Group Inc. is an insurance and financial s ervice conglomerate focused on insurance, asset +management and health and elderly care as main b usinesses. The Beijing- headquartered company +consists of several subsidiaries including Taik ang Life, Taikang AMC, Taikang Pension, Taikang +CORNERSTONE INVESTORS +–2 1 6– + + +--- page 226 --- +Healthcare, Taikang Health, and TK.CN. Its product offering covers life insurance, internet-based +financial insurance, enterprise annuity, asse t management, health and elderly care, health +management and commercial r eal estate, among others. +Harvest International Premium Value (Secondary Market) Fund SPC acting on behalf of and for +Harvest Synergy SP +Harvest Synergy SP (‘‘Harvest Synergy ’’) is a fund launched in May 2026. Harvest International +Premium Value (Secondary Market) Fund SPC act i n go nb e h a l fo fa n df o rt h ea c c o u n to fH a r v e s t +Synergy is a segregated portfolio company established in the Cayman Islands and is an Independent +Third Party. All management shares of Harvest Int ernational Premium Value (Secondary Market) +Fund SPC are held by Harvest International Capital Management Limited (‘‘ HICM ’’). No single +shareholder of HICM holds 30% or more interests therein. +Harvest Global Capital Investments Limited (‘‘ HGCI ’’), the fund manager of Harvest Synergy +on a discretionary basis, is a company incorporat ed in Hong Kong in 2011 and licensed to carry out +Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) +regulated activities under the SFO in Hong Kong by the SFC. HGCI is principally engaged in asset +management and investment a dvisory business. Chen Di ( 陳滌), an Independent Third Party, is the +beneficial owner who holds 35% of the ultimate beneficial ownership of HGCI. No other beneficial +owner of HGCI holds 30% or more interests therein. There are six participating shareholders of +Harvest Synergy, and no single participating s hareholder holds 30% or more interest therein. +Springs Capital (Hong Kong) +Springs Capital (Hong Kong) Limited (‘‘ Springs Capital (Hong Kong) ’’) is a limited liability +company incorporated in Hong Kong, and is primarily engaged in asset management. It is licensed +to carry out Type 1 (dealing in securities), Typ e 4 (advising on securities) and Type 9 (asset +management) regulated activities under the Securities and Futures Ordinance. Mr. Zhao Jun ( 趙軍) +is the founder and the ultimate beneficial owner of Springs Capital (Hong Kong), and Springs +Capital (Hong Kong) acts as the investment manage r with discretionary investment power for four +funds and accounts (collectively the ‘‘Springs Funds’’) which are managed by Springs Capital (Hong +Kong). Other than Springs Capital (Hong Kong), no single beneficial owner holds 30% or more +interests in each of the Springs Funds. Springs Ca pital (Hong Kong) is entering the Cornerstone +Investment Agreement with the Company in its ca pacity as an investment manager or investment +advisor on behalf of the Springs Funds. +Gaoteng Enterprise Management and CICC Financial Trading Limited (in connection with OTC +Swaps) +CICC Financial Trading Limited (‘‘ CICC FT ’’) and China International Capital Corporation +Limited will enter into a series of cross border del ta-one OTC swap transactions (collectively, the +‘‘OTC Swaps ’’) with each other and the ultimate client (the ‘‘ CICC FT Ultimate Client ’’), pursuant to +which CICC FT will hold the Offer Shares on a non-discretionary basis to hedge the OTC Swaps +while the economic risks and returns of the unde rlying Offer Shares are passed to the CICC FT +Ultimate Client, subject to customary fees and commissions. The OTC Swaps will be fully funded by +the CICC FT Ultimate Client. During the terms of t he OTC Swaps, all economic returns of the Offer +Shares subscribed by CICC FT will be passed to t he CICC FT Ultimate Clie nt and all economic loss +shall be borne by the CICC FT Ultimate Client through the OTC Swaps, and CICC FT will not take +part in any economic return or bear any economic loss in relation to the Offer Shares. The OTC +Swaps are linked to the Offer Shares and the CICC F T Ultimate Client may, after expiration of the +lock-up period beginning from the date of the Co rnerstone Investment Agreement entered into +between CICC FT and the Company and ending on the date which is six months from the Listing +Date, request to early terminate the OTC Swaps at their own discretions, upon which CICC FT may +dispose of the Offer Shares and settle the OTC Swaps in cash in accordance with the terms and +conditions of the OTC Swaps. Despite that CICC FT will hold the legal title of the Offer Shares by +itself, it will not exercise the voting rights attach ing to the relevant Offer Shares during the terms of +the OTC Swaps according to its internal policy. To the best of CICC FT’s knowledge having made +CORNERSTONE INVESTORS +–2 1 7– + + +--- page 227 --- +all reasonable inquiries CICC FT Ultimate Client is an independent third party of CICC FT, China +International Capital Corporation Hong Kong Securities Limited (‘‘ CICCHKS ’’) and the companies +which are members of the same group of CICCHKS. +CICC FT is a wholly-owned subsidiary of China Int ernational Capital Corporation Limited, of +which its shares are listed on the Shanghai Stock Exchange (stock code: 601995) and the Stock +Exchange (stock code: 3908). CICC FT is a connec ted client (as defined under Appendix F1 to the +Listing Rules) of CICCHKS, holding securities on a non-discretionary basis on behalf of +independent third parties. The Company has applied to the Stock Exchange for, and the Stock +Exchange has granted, its consent under paragraph 1C (1) of Appendix F1 to the Listing Rules to +permit us to allocate the Offer Shares to CICC FT. Please see the section headed ‘‘Waivers — +Consent in respect of Proposed Subscription of Shares by Cornerstone Investor who is a Connected +Client’’ in this prospectus. +The CICC FT Ultimate Client is Gaoten g Enterprise Management Co., Ltd. ( 珠海市高騰企業管 +理股份有限公司)( ‘ ‘Gaoteng Enterprise Management ’’). Gaoteng Enterprise Management is a joint +stock company limited by shares incorporated in Zhuhai, Guangdong, the PRC, with principal +activities comprising investment holding, business management, i nvestment in self-owned assets, +economic and information consulting, and financial consulting. Gortune Investment Co., Ltd. ( 廣東 +民營投資股份有限公司)( ‘ ‘Gortune Investment ’’) is the controlling shareholder of Gaoteng Enterprise +Management, holding 99.94% of its issued shares. To the best knowledge of CICC FT, there is no +single shareholder who holds 30% or mo re interests in Gortune Investment. +Sunwoda Treasury +Sunwoda Treasury (Hong Kong) Limited ( 欣旺達財資（香港）有限公司)( ‘ ‘Sunwoda Treasury ’’) +is a limited company incorporated under the law s of Hong Kong in September 2024 and is primarily +engaged in investment and financing services, s upply chain finance and international trade +consulting. Sunwoda Treasury is wholly owned by Sunwoda Electronic Co., Ltd. ( 欣旺達電子股份 +有限公司)( ‘ ‘Sunwoda Electronic ’’), a company established in the PRC in 1997, shares of which have +been listed on the Shenzhen Stock Exchange (stock code: 300207) since 2011 and the global +depositary receipt rep resenting A shares of which have been listed on the SIX Swiss Exchange AG +(Symbol: SWD) since 2022. Sunwoda Electronic is primarily engaged in research and development, +design, manufacturing and sales of lithium-ion batteries and is a global leading enterprise in +lithium-ion battery. As of the Latest Practicable D ate, there was no single shareholder who holds +30% or more interest in Sunwoda Electronic. +JINKOSOLAR INVESTMENT +JINKOSOLAR INVESTMENT LIMITED ( 晶 +科能源投資有限公司)( ‘ ‘ JINKOSOLAR +INVESTMENT ’’) is a private company limited by shares incorporated in Hong Kong in +November 2006, principally engaged in equit y investment. JINKOSOLAR INVESTMENT is +directly wholly owned by JinkoSolar Holding Co., Ltd. (‘‘ JinkoSolar ’’), a company listed on the New +York Stock Exchange (stock code: JKS). JinkoSo lar is a leading PV module manufacturer in the +world, with equity investments in both the upstream and downstream segments of the photovoltaic +and energy storage industries. As confirmed by JINKOSOLAR INVESTMENT, each of +JINKOSOLAR INVESTMENT and JinkoSolar is an Independent Third Party, and no single +shareholder holds 30% or more interests in JinkoSolar. +Mondeomax +Mondeomax Limited (‘‘ Mondeomax ’’) is a private company limited by shares incorporated in +the British Virgin Islands on 2 January 2014, whose principal business is equity investment and +financing in the emerging technology sector, tar geting enterprises with core technologies, sound +growth prospects and sustainable profitab ility. Mondeomax is wholly owned by Mr. Zhuang +Hezhong, with extensive experience in c apital markets and equity investments. +CORNERSTONE INVESTORS +–2 1 8– + + +--- page 228 --- +Bona Star +Bona Star Consultant Limited (‘‘ Bona Star ’’) is a limited liability company incorporated in the +Cayman Islands in 2023. Bona Star is principally engaged in property investment, project +management and consultancy in the industrial eng ineering sector, and has been actively operating +in Singapore and Malaysia. Bona Star i s wholly owned by Ms. Zhang Jingfang ( 張競芳), who has +extensive experience in accounting, finance and in vestment in the property and marine industries. +SINSANWA +SINSANWA HOLDINGS (H.K.) CO., LIMITED ( 深三和集團（香港）有限公司) +(‘‘SINSANWA ’’) is a private company limited by shares incorporated in Hong Kong in May 2008. +SINSANWA is principally engaged in food trading with principal operation in Shenzhen and Hong +Kong. Mr. Xu Yuenan ( 許躍南) owns 51% of equity interest in SINSANWA, and no other single +person holds 30% or more of equity interest therein. Mr. Xu has extensive investment experience and +invests in both the primary equity market and sec ondary securities mark et in Chinese mainland, +through direct holdings or investment funds. His investments include, among others, Shenzhen +Talent Innovation and Entrepreneurship Fund ( 深圳市人才創新創業基金), Zhongxingwei +Technology Co., Ltd. ( 中星微技術股份有限公司) and Daqian Ecological Environment Group Co., +Ltd. ( 大千生態環境集團股份有限公司). +SHEEN NATION +SHEEN NATION HOLDINGS LIMITED (‘‘ SHEEN NATION ’’) is a limited liability +company incorporated in the British Virgi n Islands in July 2010, principally engaged in +investment on a global basis. SHEEN NATI ON is wholly owned by Mr. Qiao Weibing ( 喬衛兵), +who has over 20 years of extensive professional experience in investment management, corporate +equity investment and asset operation, and has completed multiple investment deployments in the +biopharmaceuticals and artific ial intelligence industries. +Chen Feng +Mr. Chen Feng ( 陳峰) is an individual investor and an Independent Third Party. He has over a +decade of experience in investing in the secondar y markets in companies specialising in the new +energy, new materials and advanced manufa cturing sectors, comprising a mix of 50% — 60% +long-term core holdings and 40% — 50% short-to-med ium term tactical positions. Mr. Chen Feng is +currently the Chief Executive Officer of Suzho u Silicon Era Intelligent Technology Co., Ltd. ( 蘇州矽 +紀元智慧科技有限公司). As confirmed by Mr. Chen Feng, his decision to invest in our Company +reflects his confidence in our Company’s business and prospects. +CLOSING CONDITIONS +The obligation of each of the Cornerstone Investors to subscribe for the Offer Shares under +their respective Cornerstone Investment Agreement is subject to, among other things, the following +closing conditions: +(a) the Hong Kong Underwriting Agreement and the International Underwriting Agreement +being entered into and having become effect ive and unconditiona l (in accordance with +their respective original terms or as subsequently waived or varied by agreement of the +parties thereto) by no later than the time and date as specified in the Hong Kong +Underwriting Agreement and the Internation al Underwriting Agreement, and neither the +Hong Kong Underwriting Agreement nor the I nternational Underwriting Agreement +having been terminated; +(b) the Offer Price having been agreed upon between our Company and the Sponsor-Overall +Coordinator (for itself and on behalf of the underwriters of the Global Offering); +CORNERSTONE INVESTORS +–2 1 9– + + +--- page 229 --- +(c) the Listing Committee having granted the a pproval for the listing of, and permission to +deal in, the H Shares (including the H Share s under the Cornerstone Placing) as well as +other applicable waivers and approvals and such approval, permission or waiver having +not been revoked prior to the commencement of dealings in the H Shares on the Stock +Exchange; +(d) no laws having been enacted or promulgated by any governmental authority which +prohibits the consummation of the transactions contemplated in the Global Offering or +each Cornerstone Investment Agreement, and there being no orders or injunctions from a +court of competent jurisdiction in effect precluding or prohibiting consummation of such +transactions; and +(e) the respective representa tions, warranties, acknowledgements, undertakings, and +confirmations of the Cornerstone Investo rs under their respective Cornerstone +Investment Agreement are (as of the date of the respective Cornerstone Investment +Agreement) and will be (as of the Listing Date) accurate, true and complete in all material +respects and not misleading or deceptive and that there is no material breach of the +respective Cornerstone Investment Agreeme nt on the part of the relevant Cornerstone +Investors. +RESTRICTIONS ON THE CORNERSTONE INVESTORS +Each Cornerstone Investor has agreed that without the prior written consent of our Company, +the Sole Sponsor and the Sponsor-Overall Coordinator, it will not, whether directly or indirectly, at +any time during the period of six months following the Listing Date (the ‘‘ Lock-up Period ’’), dispose +of, in any way, any of the Offer Shares it has purchased, pursuant to their respective Cornerstone +Investment Agreement, save fo r certain limited circumstances, such as transfers to any of its +wholly-owned subsidiaries who will be bound by t he same obligations of the relevant Cornerstone +Investor, including the Loc k-up Period restriction. +CORNERSTONE INVESTORS +–2 2 0– + + +--- page 230 --- +The following discussion and analysis of our financial condition and results of operations should +be read in conjunction with our audited consolidated financial statements as at and for each of the +years ended 31 December 2023, 2024 and 2025 and the accompanying notes included in the +Accountants’ Report set out in Appendix I to this prospectus. We have prepared our financial +information in accordance with IFRS Accounting Standards and Interpretations approved by the +International Accounting Standards Board (‘‘ IASB ’’), which may differ in certain material aspects +from generally accepted accounting principles in o ther jurisdictions, including the U.S. and the +United Kingdom. +The following discussion contains forward-looking statements that reflect our current view 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 factors that we believe are appropriate under the +circumstances. However, our actual results could differ materially from those anticipated in these +forward-looking statements as a result of various factors. Factors that could cause or contribute to +such differences include, without limitation, those discussed in the sections headed ‘‘Forward-Looking +Statements’’, ‘‘Risk Factors’’ and ‘‘Business’’ in this prospectus. +OVERVIEW +We are a competitive lithium-ion battery sepa rator manufacturer that endeavours to offer +high-quality products to customers. We were founded in 2003 and accumulated more than 20 years +of industry experience in research and development, production and sales of lithium-ion battery +separators. According to Frost & Sullivan, we a re the first Chinese company to master the dry +process uniaxial stretching technology for lithium-ion battery separators, the first lithium-ion +battery separator manufacturer to achieve mass ex port, which refers to the continuous and stable +supply of substantial volumes of lithium-ion batte ry separator products that consistently meet the +production requirements of major overseas custom ers of lithium-ion battery separators, as well as +the first and one of the few enterprises in Chinese Mainland with capabilities in all three types of +lithium-ion battery separator production technolo gies, namely dry process, wet process and coated +process separators. +As an early entrant in the lithium-ion battery sector, we have established ourselves as a +well-known brand within the global lithium-ion battery separator market. Our unique position as +one of the few companies with independent equipme nt research and design cap abilities, together with +our proprietary microporosity forming technology, has enabled us to build competitive battery +separator production lines. We excel in many key p erformance indicators for battery separators, +including thickness, porosity, thermal shrinkage, breathability and puncture strength. Utilising our +technological expertise and commitment to qualit y, we serve world-leading lithium-ion battery +manufacturers such as LG Energy Solution, Samsung SDI, AESC, Murata, SK On, SAFT, CATL, +BYD, Gotion High-tech, CALB, EVE Energy and Sunwoda. According to Frost & Sullivan, our +lithium-ion battery separator shipment volum e ranked second globally for the last six years +consecutively, with our global market share increasing from 11.0% in 2020 to 11.6% in 2025. +Our revenue increased by 17.6% from RMB2 ,981.9 million in 2023 to RMB3,506.2 million in +2024, and further increased by 16.3% to RMB4,0 76.8 million in 2025. Our gross profit amounted to +RMB1,290.4 million, RMB984.3 million and RMB883.2 million in 2023, 2024 and 2025, respectively. +B A S I SO FP R E S E N T A T I O N +Our Historical Financial Information has been prepared in accordance with IFRS Accounting +Standards, which collective term includes all applic able individual Internat ional Financial Reporting +Standards and Interpretations approved by the IASB. In addition, the Historical Financial +Information includes applicable disclosures required by the Listing Rules and by the Hong Kong +Companies Ordinance. +FINANCIAL INFORMATION +–2 2 1– + + +--- page 231 --- +The Historical Financial Information has been prepared on the historical cost basis except for +certain financial assets and liabilities which are stated at fair value. +It should be noted that accounting estimates and assumptions are used in preparation of the +Historical Financial Information. Although these estimates are based on management’s best +knowledge and judgement of current events and actions, actual results may ultimately differ from +those estimates. The areas involving a higher de gree of judgement or complexity, or areas where +assumptions and estimates are significant to the His torical Financial Inform ation are disclosed in +Note 4 of the Accountants’ Report in Appendix I to this prospectus. +FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION +The results of operations and financial conditions of our Group have been, and/or will continue +to be affected by a number of factors, including those key factors set out below: +Our ability to adapt to changes in industries of our customers, demand in end-markets and product +pricing +During the Track Record Period, all of our reve nue was derived from the sales of lithium-ion +battery separators, including dry process separato rs, wet process separators and coated separators. +These products serve major sectors such as transpo rtation vehicles, indust rial machinery, energy +storage facilities and consumer electronics, with a w ide range of application scenarios. Therefore, +our business is affected by fluctuations in market demand for lithium-ion battery separators from +our direct customers and, in addition, demand for end-market products using lithium-ion battery +separators. With the backdrop of t he global low-carbon energy transformation, the growing market +of our customers for new energy applications has driven the demands for different types of +high-performance separators with high safety an d high energy density. We expect that our sales will +continue to be driven by the demand in the end-markets we serve. +We are also exposed to fluctuations in the market prices of our products, which are +significantly influenced by general demand and s upply dynamics in the market segments in which we +participate, the market competition and evolving p roduct specifications. We set prices based on the +acceptability by our customers on one hand and o ur profitability on the other hand, taking into +account a number of factors including, among others, costs of raw materials, size of purchase orders, +customer purchase quantities, cust omer relationships, market comp etition and the prevailing market +prices for separators in the target sales regions. See ‘‘ Business — Sales and Marketing — Pricing. ’’ To +maintain our pricing and profit margin, we focu s on developing mid- to high-end products that +deliver greater performance and better value an d selling our products overseas where the profit +margin is generally higher than the domestic market. +Our ability to retain existing cus tomers and attract new customers +Our results of operations depend significantly on our ability to retain and attract orders from +customers, which, in turn, impacts our sales volume. Our customers include over 100 leading +lithium-ion battery customers. We have establishe d long-term and stable relationships with all the +world’s top ten lithium-ion battery manufacturers in 2025 and are one of the few battery separator +companies that supply to all of the world’s top ten lithium-ion battery manufacturers according to +Frost & Sullivan. +Leveraging our industry insight and deep understanding of customer need, we are committed to +consistently deliver technically advanced as well as superior-performan ce products. We are also +committed to improve our production yield and qua lity management with advanced manufacturing +techniques and production technologies, provid ing products to our customers with high quality at +compelling prices, so as to better satisfy the requi rements of our target customers, which help us +retain existing customers and attract new ones. We believe that our high-quality product offerings, +our technology prowess, combined with our stron g R&D capabilities well positioned us to capture +the market opportunities in the downstream marke t, expanding our customer base to drive long-term +growth. +FINANCIAL INFORMATION +–2 2 2– + + +--- page 232 --- +Our ability to successfully expand and stren gthen our international market presence +Our ability to successfully expand and strengthe n our international market presence will, to a +large extent, affect our business and results of o perations. According to Frost and Sullivan, there +exists a demand-supply gap in overseas market s due to limited local production capacity for +separators. As global adoption of EVs accelerates, we believe this supply shortfall continues to drive +strong international demand. However, as geop olitical risks and the threat of supply chain +disruptions increase, overseas customers have actively sought support from local separator suppliers. +We believe our strategic international presence and significant overseas production capacity position +us well to serve the overseas markets. We are one of the first Chinese lithium -ion battery separator +manufacturers to enter overseas markets and h ave established a comprehensive network for +production, R&D and customer base, with eight manufacturing bases covering the PRC, Europe, +SEA and the U.S., as well as R&D centres in Southern China, Eastern China, Japan and Sweden to +serve more than 100 leading lithium-ion battery customers. We are committed to continuously +deepening our global development strategy and vi gorously expanding our overseas customer base. +Our lithium-ion battery separator products enjoy higher profitability in overseas markets than in the +domestic market. Leveraging our first-mover advan tage in overseas markets, we expect our revenue +from overseas sales to grow rapidly, which will further improve our profitability. +Our ability to research and develop new p roducts in line with the industry trend +We operate in the competitive lithium-ion battery separator market, which is characterised by +evolving industry standards, technological development and product innovation. We are devoted to +establishing our R&D platform, expanding our global R&D network and building our R&D team, +through which we gain access to the latest knowledge and technologies in polymer materials, new +energy, nanotechnology and lithium-ion batteries. Our R&D capabilities lay a strong foundation for +our continuous business expansion in the mid- to h igh-end markets both domestically and overseas. +As such, we made significant investments in R&D and product innovation. In 2023, 2024 and 2025, +our research and development expenses a mounted to RMB242.5 million, RMB248.0 million and +RMB278.4 million, respectively, representing 8.1%, 7.1% and 6.8% of our total revenue for the +respective periods, respectively. +Leveraging our strong R&D capabilities and exte nsive technological expertise, we have made +significant progress in developing next-generatio n lithium-ion battery separator products. These new +products enhance the overall performance and lifespan of lithium-ion batteries by improving safety, +energy density and charging speed, which helped u s to achieve good gross profit margins during the +Track Record Period. We expect to continue to focus on enhance our R&D capability for product +optimization and innovations, which will further di fferentiate our products a nd, in turn, enhance our +product competitiveness, which is an important contributor to our future growth. +Our ability to maintain effective quality control and improve production and operation efficiency +Our competitiveness and long-term profitability a re significantly dependent upon our ability to +maintain effective quality control and improve pr oduction and operation efficiency as our business +grows. Product quality is vital to our business, since any potential quality defect may cause +significant risks to customers who apply our produc ts to their lithium-ion batteries. The consistency +in our product quality and our ability to satisfy cu stomised needs are the driving force to the rapid +growth of our business. +FINANCIAL INFORMATION +–2 2 3– + + +--- page 233 --- +It is also essential for us to successfully man age production ramp-up without incurring +excessive expenditure, enabling us to effectivel y fulfil customer demand. We have taken several +initiatives in recent years to imp rove our production efficiency , including (i) developing new +production technologies, (ii) developing advan ced equipment and machinery with our suppliers, and +(iii) optimising the production processes and techniques. According t o Frost & Sullivan, our +single-line production capacity of the fifth-gen eration super wet process line ranked first in the +lithium-ion battery separato r industry, which is 250 million m 2 annually, setting new standards for +quality, efficiency, intelligence and low-carbon o peration. As we continue t o expand our production +capacity and establish additional production facilit ies, we expect to benefit from economies of scale +and achieve greater efficiency in our manufacturing processes. +In addition, our results of operations are significantly affected by our operational expenses, +which primarily consist of research and developmen t expenses, general and administrative expenses +and selling expenses. While we expect the absol ute amounts of our operational expenses may +continue to increase along with our business growth in the future, we are committed to further +enhancing efficiency in production and operation s through economies of scale, optimised resource +allocation, and continuous investment R&D. +Seasonality +During the Track Record Period, we generally re cord higher revenue in the second half of the +year. According to Frost & Sullivan, the EV sales in C hinese Mainland exhibit noticeable seasonality +for a variety of reasons, including seasonal demand fluctuations, policy influences, holidays, and +climate conditions, among others. EV sales in Chin ese Mainland in the second half of the year tends +to be higher compared to the first half. Suc h changes in EV sales may impact customers’ +manufacturing and battery procurement plan, result ing in the concentration of customers’ stocking +demand for our lithium-ion battery separators in the second half of the year. +MATERIAL ACCOUNTING POLICIES AND ESTIMATES +Revenue Recognition +Revenue mainly arises from sales of lithium-ion battery separator. +To determine whether to recognise r evenue, we follow a 5-step process: +1. Identifying the contract with a customer +2. Identifying the performance obligations +3. Determining the transaction price +4. Allocating the transaction pric e to the performance obligations +5. Recognising revenue when or as performance obligations are satisfied +In all cases, the total transaction price for a contract is allocated amongst the various +performance obligations based on t heir relative stand-alone selling pri ces. The transaction price for a +contract excludes any amounts collected on behalf of third parties. +Revenue is recognised either at a point in time, when we satisfy performance obligations by +transferring the promised goods or services to our customers. +Revenue from Sale of Goods +Revenue from sale of goods between us and our customers generally only includes a +performance obligation for the transfer of goods, which is recognised when the performance +obligation has been satisfied at a point in time. +Revenue for domestic sale of goods is recognised when we have delivered the products to the +customers in accordance with the contract terms and have received acceptance and other proof of +receipt from the customers. +FINANCIAL INFORMATION +–2 2 4– + + +--- page 234 --- +Revenue for overseas sale of goods is recognised when we have obtained export-related +documents such as the customs declaration form after completing export customs clearance and +shipping the goods offshore. +Property, Plant and Equipment +Property, plant and equipment (other than construction in progress as described below) are +initially recognised at acquisition cost and/or m anufacturing cost (including any cost directly +attributable to bringing the assets to the locatio n and condition necessary for them to be capable of +operating in the manner intended by our management, including costs of testing whether the related +assets are functioning properly). They are subsequ ently stated at cost less accumulated depreciation +and accumulated impairment losses, if any. +Properties in the course of construction for production, supply or administrative purposes are +carried at cost, less any recognised impairment l oss. Costs include professional fees and, for +qualifying assets, borrowing costs capitalised in accordance with our accounting policy. Such +properties are classified to the appropriate categories of property, plant and equipment when +completed and ready for intended use. Deprecia tion of these assets, on the same basis as other +property assets, commences when the assets are ready for their intended use. +D e p r e c i a t i o ni sr e c o g n i s e ds oa st ow r i t eo f ft h ec o s to fa s s e t so t h e rt h a nc o n s t r u c t i o ni n +progress less their residual values using the strai ght-line basis over their estimated useful lives as +follow: +Properties and buildings 20–40 years +Machinery 5–10 years +Transportation equipment 10 years +Administrative equipment 5–10 years +Experiments and other facilities 5–10 years +The land purchased by us overseas with permanent property rights is recognised as freehold +land and is not depreciated. +Estimates of residual value and useful life are re viewed, and adjusted if appropriate, at the end +of each year for the Track Record Period. +Gain or loss arising on retirement or disposal i s determined as the difference between the sales +proceeds and the carrying amount of the asset and is recognised in profit or loss. +Subsequent costs are included in the asset’s ca rrying amount or recognised as a separate asset, +as appropriate, only when it is probable that futu re economic benefits associated with the item will +flow to us and the cost of the item can be measured reliably. The carrying amount of the replaced +part is derecognised. All other costs, such as repairs and maintenance, are charged to profit or loss +during the financial period in which they are incurred. +Impairment of Financial Assets +IFRS 9’s impairment requirements use forwar d-looking information to recognise ECL — the +‘‘ECL model’’. Instruments within the scope incl uded cash and bank deposits, trade receivables, +notes receivables, and other financial assets measured at amortised cost. +We consider a broader range of information wh en assessing credit risk and measuring ECL, +including past events, current conditions, reas onable and supportable forecasts that affect the +expected collectability of the future cash flows of the instrument. +FINANCIAL INFORMATION +–2 2 5– + + +--- page 235 --- +In applying this general model approa ch, a distinction is made between: +Stage 1 — Financial instruments for which cre dit 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 cre dit 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-im paired 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. +Measurement of the ECL is determined by a probab ility-weighted estimate of credit losses over +the expected life of the financial instrument. +Cash and Bank Deposits +Cash and bank deposits are considered to have lo w credit risk because the counterparties are +banks and have a low risk of default, and have a strong capacity to meet its contractual cash flow +obligations in the near term. Cash and bank deposits are also subject to the impairment requirements +of IFRS 9, while the identified credit loss was immaterial. +Trade Receivables and Notes Receivables +For trade and notes receivables, we apply a s implified approach in calculating ECL and +recognise a loss allowance based on lifetime EC L at the end of each year for the Track Record +Period. These are the expected shortfalls in contra ctual cash flows, considering the potential for +default at any point during the life of the financial assets. In calculating the ECL, we have +established a provision matrix that is based on ou r historical credit loss experience and external +indicators, adjusted for forward-looking factors specific to the debtors and the economic +environment. +To measure the ECL, except for trade and notes receivables with significant outstanding +balances which are assessed ind ividually, the remaining trade and notes receivables have been +grouped based on shared credit risk characteristics. +For notes receivables measured at FVTOCI, we assu me that the credit risk on notes receivables +measured at FVTOCI has not increased significantly since initial recognition if the notes receivables +measured at FVTOCI is determined to have low credi t risk at the end of each reporting period. Notes +receivables measured at FVTOCI is determined to ha ve low credit risk if it has a low risk of default, +the borrower has strong capacity to meet its contractual cash flow obligations in the near term and +adverse changes in economic and business conditions in the longer term may, but will not +necessarily, reduce the ability of the borrower to f ulfil its contractual cash flow obligations. +Other Receivables and Other Financial Assets Measured at Amortised Cost +We measure the loss allowance for other receivables equal to 12-month ECL, unless when there +has been a significant increase in c redit risk since initial recognition, in which case we recognise +lifetime ECL. The assessment of whether lifetime ECL s hould be recognised is based on significant +increase in the likelihood of risk of defau lt occurring since initial recognition. +In assessing whether the credit risk has increase d significantly since initial recognition, we +compare the risk of a default occurring on the financial assets at the end of each year for the Track +Record Period with the risk of default occurring on the financial assets at the date of initial +recognition. In making this assessm ent, we consider both qu antitative and qualitative information +that is reasonable and supportable, including histor ical experience and forward-looking information +that is available without undue cost or effort. +FINANCIAL INFORMATION +–2 2 6– + + +--- page 236 --- +In particular, the following information is tak en into account when assessing whether credit +risk has increased significantly: +. an actual or expected significant deteriorati on in the financial instrument’s external (if +available) or internal credit rating, +. significant deterioration in external market indicators of credit risk, e.g., a significant +increase in the credit spread and the credit default swap prices for the debtor; +. existing or forecast adverse changes in r egulatory, business, financial, economic +conditions, or technological environment that are expected to cause a significant +decrease in the debtor’s ability to meet its debt obligations; and +. an actual or expected significant deterioration in the operating results of the debtor. +For internal credit risk management, we consid er an event of default occurs when information +developed internally or obtained from external sources indicates that the debtor is unlikely to pay its +creditors, including us, in full (without ta king into account any collateral held by us). +Detailed analysis of the ECL assessment of trade and notes receivables, contract assets, other +financial assets measured at amortised cost and t rade and notes receivables measured at FVTOCI are +set out in Note 41 of the Accountants’ Report in Appendix I to this prospectus. +Critical Accounting Estimates and Judgements +In the process of applying our Group’s accou nting policies, our management has made the +following judgements, estimates and assumption s which have the most significant effect on the +amounts recognised in our Historical Financial Information: +Impairment of Financial Assets +The loss allowances for financial assets are based on assumptions about risk of default and +expected loss rates. We use judgement in making these assumptions and selecting the inputs to the +impairment calculation, based on our past his tory, existing market conditions, as well as +forward-looking estimates at the end of each yea r for the Track Record Period. Details of the key +assumptions and inputs used are disclosed in the t ables in Note 42 to the Accountants’ Report set +out in Appendix I to this prospectus. +Inventory Provision +Inventories are stated at the lower of cost and net realisable value. The net realisable value is +the estimated selling price in the ordinary course of business less the estimated costs of completion +and the estimated costs necessary to make the sal e. Even though our management has made the best +estimate about the inventory write-down loss predicted to occur and provided allowance for +write-down, the write-down assessment may still be significantly changed due to the change of +market situation. +Fair Value of Financial Assets at Fair Value Through Profit or Loss (FVTPL) +The fair value of financial assets that are not traded in an active market is determined by using +valuation techniques. We use our judgement to s elect a variety of methods and make assumptions +that are mainly based on market conditions existing at the end of each year for the Track Record +Period. Changes in these assumptions and estimates c ould materially affect the respective fair value +of these investments. Details of the assumptions a nd estimates in determination of the fair value is +disclosed in Note 40 of the Accountants’ Report in Appendix I to this prospectus. +Income Taxes and Deferred Income Taxations +There are many transactions and events for whic h the ultimate tax determination is uncertain +during the ordinary course of business. Significan t judgements are required from us in determining +the provisions for income taxes. Where the final t ax outcome of these matters is different from the +amounts that were initially recorded, such diffe rences will impact the income tax and deferred +income tax provisions in the period in which such determination is made. +FINANCIAL INFORMATION +–2 2 7– + + +--- page 237 --- +We recognise deferred income tax assets base d on estimates that it is probable to generate +sufficient taxable profits in the foreseeable future against which the deductible losses will be utilised. +The recognition of deferred income tax assets ma inly involves manageme nt’s judgements and +estimations about the timing and the amount of t axable profits of the companies who have tax +losses. +DESCRIPTION OF PRINCIPAL CONSOLIDATED STATEMENTS OF COMPREHENSIVE +INCOME ITEMS +The following table sets forth a summary of our results of operations in absolute amounts for +the years indicated. +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Revenue ............................................ 2,981,863 3,506,153 4,076,845 +Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,691,456) (2,521,858) (3,193,640) +Gross profit ......................................... 1,290,407 984,295 883,205 +Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 213,294 182,866 183,947 +Net impairment losses (recognised)/reversed on financial assets . . . . . (12,729) (62,760) 7,038 +O t h e r( l o s s e s )a n dg a i n s ,n e t ............................. ( 6 3 , 3 1 2 ) 3 6 , 4 7 8 1 8 , 6 2 7 +Research and development expenses . . . . . . . . . . . . . . . . . . . . . . . . (242,464) (248,024) (278,380) +General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . (330,869) (314,837) (431,709) +S e l l i n ge x p e n s e s ...................................... ( 3 8 , 7 2 8 ) ( 3 7 , 1 1 2 ) ( 4 2 , 8 0 5 ) +Share of results of associates and joint venture, net . . . . . . . . . . . . . (1,940) (1,349) (1,200) +F i n a n c ec o s t s........................................ ( 9 6 , 6 1 1 ) ( 1 3 2 , 5 3 8 ) ( 2 1 8 , 2 6 0 ) +Profit before income tax ................................. 717,048 407,019 120,463 +Income tax (expense)/credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (123,353) (36,311) 22,647 +Profit for the year ..................................... 593,695 370,708 143,110 +Non-IFRS Measure +To supplement our consolidated financial statements, which are presented in accordance with +IFRS, we also use adjusted net profit (non-IFRS measure) as additional financial measure, which is +not required by, or presented in accordance with IFRS. We believe that the non-IFRS measure +provides useful information to investors and others in understanding and evaluating our +consolidated results of operations in the same manner as they help our management. However, +our presentation of adjusted net profit (non-I FRS measure) may not be comparable to similarly +titled measures presented by other companies. Th e use of such non-IFRS measures has limitations as +an analytical tool, and you should not consider it in isolation from, or as a substitute for an analysis +of, our results of operations or financial condition as reported under IFRS. +We define adjusted net profit (non-IFRS measure) as net profit for the periods adjusted by +adding back equity settled share-based compensatio n, which is a non-cash item, and listing expenses. +The following table reconciles our adjusted net profit (non-IFRS measure) for the years indicated. +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Reconciliation of net profit to adjusted net profit (non-IFRS measure) +Net profit for the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 593,695 370,708 143,110 +Add: +E q u i t ys e t t l e ds h a r e - b a s e dc o m p e n s a t i o n ..................... 4 , 8 1 1 1 1 , 9 8 2 3 9 , 9 0 6 +L i s t i n ge x p e n s e s...................................... — — 9 7 4 +Adjusted net profit (non-IFRS measure) ...................... 598,506 382,690 183,990 +Revenue +During the Track Record Period, we generated revenue from sales of lithium-ion battery +separators, including dry proces s separators, wet process separators and coated separators. +FINANCIAL INFORMATION +–2 2 8– + + +--- page 238 --- +Revenue by Product Category +The table below sets forth the breakdown of the revenue by product category for the years +indicated. +Year ended 31 December +2023 2024 2025 +RMB’000 % RMB’000 % RMB’000 % +Coated separators . . . . . . . . . . . . . . . . . . . 1,837,029 61.6 2,541,055 72.5 3,017,028 74.0 +Wet process separators . . . . . . . . . . . . . . . 469,107 15.7 495,103 14.1 593,228 14.6 +Dry process separators . . . . . . . . . . . . . . . 675,727 22.7 469,995 13.4 466,589 11.4 +Total ............................ 2,981,863 100.0 3,506,153 100.0 4,076,845 100.0 +Sales Volume and Average Selling Price +The following table sets forth the sales volume and average selling price by product category +during the years indicated. +Y e a re n d e d3 1D e c e m b e r +2023 2024 2025 +Revenue +Sales +volume +Average +selling +price Revenue +Sales +volume +Average +selling +price Revenue +Sales +volume +Average +selling +price +RMB’000 thousand m 2 +RMB +per m 2 RMB’000 thousand m 2 +RMB +per m 2 RMB’000 thousand m 2 +RMB +per m 2 +C o a t e dS e p a r a t o r s .......... 1 , 8 3 7 , 0 2 9 8 9 0 , 4 2 9 2 . 0 6 2 , 5 4 1 , 0 5 5 2 , 0 3 2 , 6 1 2 1 . 2 5 3 , 0 1 7 , 0 2 8 2 , 5 5 7 , 5 9 8 1 . 1 8 +W e tP r o c e s sS e p a r a t o r s ....... 4 6 9 , 1 0 7 4 4 3 , 9 3 7 1 . 0 6 4 9 5 , 1 0 3 6 1 0 , 9 7 9 0 . 8 1 5 9 3 , 2 2 8 8 2 8 , 9 8 1 0 . 7 2 +D r yP r o c e s sS e p a r a t o r s ....... 6 7 5 , 7 2 7 1 , 1 9 4 , 1 6 4 0 . 5 7 4 6 9 , 9 9 5 1 , 3 4 2 , 3 5 4 0 . 3 5 4 6 6 , 5 8 9 1 , 2 7 8 , 0 7 7 0 . 3 7 +Total .................. 2,981,863 2,528,530 1.18 3,506,153 3,985,945 0.88 4,076,845 4,664,656 0.87 +Revenue by Geographic Region of Our Shipment Destination +During the Track Record Period, we generated most of our revenue from Chinese Mainland. +The table below sets forth a breakdown of our revenue by geographic region of our shipment +destination for the years indicated. +Year ended 31 December +2023 2024 2025 +RMB’000 % RMB’000 % RMB’000 % +Chinese Mainland . . . . . . . . . . . . . . . . . . . 2,512,646 84.3 3,105,179 88.6 3,508,624 86.1 +Others (1) ......................... 4 6 9 , 2 1 7 1 5 . 7 4 0 0 , 9 7 4 1 1 . 4 5 6 8 , 2 2 1 1 3 . 9 +Total ............................ 2,981,863 100.0 3,506,153 100.0 4,076,845 100.0 +Note: +(1) Others primarily consisted of South Korea, Japan, SEA and Europe. +During the Track Record Period, our revenue experienced an increasing trend, primarily driven +by the increase in revenue generated from Chinese Mainland. +The following table sets forth the sales volume and average selling price by geographic region of +our shipment destination during the years indicated. +Y e a re n d e d3 1D e c e m b e r +2023 2024 2025 +Revenue +Sales +volume +Average +selling +price Revenue +Sales +volume +Average +selling +price Revenue +Sales +volume +Average +selling +price +RMB’000 thousand m 2 +RMB +per m 2 RMB’000 thousand m 2 +RMB +per m 2 RMB’000 thousand m 2 +RMB +per m 2 +C h i n e s eM a i n l a n d.......... 2 , 5 1 2 , 6 4 6 2 , 2 9 7 , 6 1 9 1 . 0 9 3 , 1 0 5 , 1 7 9 3 , 7 6 2 , 8 7 3 0 . 8 3 3 , 5 0 8 , 6 2 4 4 , 3 2 8 , 8 3 7 0 . 8 1 +O t h e r s ................. 4 6 9 , 2 1 7 2 3 0 , 9 1 2 2 . 0 3 4 0 0 , 9 7 4 2 2 3 , 0 7 2 1 . 8 0 5 6 8 , 2 2 1 3 3 5 , 8 1 9 1 . 6 9 +Total .................. 2,981,863 2,528,530 1.18 3,506,153 3,985,945 0.88 4,076,845 4,664,656 0.87 +FINANCIAL INFORMATION +–2 2 9– + + +--- page 239 --- +Our average selling price of our separator produc ts experienced a declining trend from 2023 to +2024. Such decrease from 2023 to 2024 primarily due to the intensive market competition driven by +supply-demand imbalances. Accord ing to Frost & Sullivan, from 2022 to 2024, Chinese Mainland’s +battery separator industry’s production capacity expanded at a CAGR of 63.8%, surpassing the +35.8% increase in shipments. This oversupply e xerted downward pressure on selling prices. Our +average selling price of our separator products re mained stable at 2025. In particular, the average +selling prices of wet process separators and coated separators continued their declining trend from +2024 to 2025 primarily due to the intensive mar ket competition driven by supply-demand +imbalances, while the average selling price of dry p rocess separators recorded a slight increase +over the same period, broadly in line with the ov erall market according to Frost & Sullivan, as the +market imbalance for dry process s eparator gradually improves. Acco rding to Frost & Sullivan, both +the price range of, and the overall percentage decr ease in, the average selling prices of our separator +products during the Track Record Period were generally in line with those of comparable products in +the industry, taking into account technical specifications, product positioning and cost structure. +In contrast, for overseas battery separator mar ket, industry experienced strong shipment +growth with relatively slower capacity expansion between 2022 and 2024. According to Frost & +Sullivan, from 2022 to 2024, shipments of battery separator from other regions outside China +expanded at a CAGR of 10.0%, surpassing the 6.7 % increase in production capacity, creating +increasing opportunities to secure supply loca lly due to fast-growing demand from downstream +battery manufacturers. See ‘‘Industry Overview.’’ This supply-demand dyna mic resulted in average +selling prices overseas that are significantly high er than those in Chinese Mainland. According to +Frost & Sullivan, as domestic overcapacity intensifi es, Chinese separator manufacturers have begun +expanding overseas, which may exert incremental p ricing pressure on overseas markets over time. +However, the supplier qualification and certif ication process requir ed by downstream battery +manufacturers is typically longer in overseas ma rkets as compared to domestic customers, and the +resulting high switching costs create meaningful barriers to competition that support the price +premium. +We experienced a decreasing trend in our aver age selling price for overseas sales during the +Track Record Period. Such decrease in average sellin g price for our overseas sales during the Track +Record Period was not attributable to the imp act of U.S. and EU tariffs. It was mainly due to a +significant increase in the industry-wide produ ction capacity in 2023 and 2024 in anticipation of +long-term demand growth, which intensified com petition and exerted pressure on prices in the +domestic battery separator market. In response, we proactively adop ted more competitive pricing in +overseas markets to secure new cus tomers and increase our market sh are. These pricing strategies +exerted downward pressure on our product prices in overseas markets, while downstream demand in +such markets remained relatively robust. +In addition, we experienced an initial decline followed by a s ubsequent recovery trend of +overseas sales volume during the Track Record Period, primarily due to customer-specific factors +and evolving market conditions. In particular, c ertain of our overseas customers relocated part of +their production capacity to Chine se Mainland or experienced deterioration of operation condition, +which reduced their demand for our overseas-delivered products. As downstream demand continued +to grow, our overseas sales volume gradually improved in 2025. +In the future, we plan to continue to deepen our cooperation with leading overseas battery +manufacturers and expect to further benefit from the overseas expansion strategies of our leading +domestic customers. We anticipate that expanding our production capacity overseas will further +strengthen our ability to capture higher-marg in opportunities and improve overall product +profitability. +FINANCIAL INFORMATION +–2 3 0– + + +--- page 240 --- +Cost of Sales +Our cost of sales mainly consisted of (i) raw mat erials, (ii) depreciation and amortisation, (iii) +employee benefit expenses, (iv) energy and fuel costs, and (v) logistics expenses. +The table below sets forth a breakdown of our cost of sales for the periods indicated. +Year ended 31 December +2023 2024 2025 +RMB’000 % RMB’000 % RMB’000 % +Raw materials . . . . . . . . . . . . . . . . . . . . . 693,686 41.0 1,271,069 50.4 1,410,305 44.2 +Depreciation and amortisation . . . . . . . . . . 415,634 24.6 550,065 21.8 792,207 24.8 +Employee benefit expenses . . . . . . . . . . . . . 252,448 14.9 275,024 10.9 392,811 12.3 +Energy and fuel costs . . . . . . . . . . . . . . . . 213,542 12.6 290,714 11.5 423,018 13.2 +L o g i s t i c se x p e n s e s ................... 4 9 , 9 4 4 3 . 0 7 5 , 1 6 6 3 . 0 7 2 , 7 7 2 2 . 3 +Others +(1) ......................... 6 6 , 2 0 2 3 . 9 5 9 , 8 2 0 2 . 4 1 0 2 , 5 2 7 3 . 2 +Total ............................ 1,691,456 100.0 2,521,858 100.0 3,193,640 100.0 +Note: +(1) Others primarily consisted of provi sion for impairment of inventories, maintenance and repair costs and office +expenses. Impairment of inventories recognized in cost of sales related to recurring operating expenses arising from the +ordinary course of inventory sales. +Gross Profit and Gross Profit Margin +The following table sets forth our gross profit and gross profit margin by product category for +the years indicated. +Year ended 31 December +2023 2024 2025 +Gross +profit +Gross +profit +margin +Gross +profit +Gross +profit +margin +Gross +profit +Gross +profit +margin +RMB’000 % RMB’000 % RMB’000 % +Coated separators . . . . . . . . . . . . . . . . . . . 829,349 45.1 690,147 27.2 645,427 21.4 +Wet process separators . . . . . . . . . . . . . . . 224,177 47.8 199,340 40.3 208,613 35.2 +Dry process separators . . . . . . . . . . . . . . . 236,881 35.1 94,808 20.2 29,165 6.3 +Total ............................ 1,290,407 43.3 984,295 28.1 883,205 21.7 +The following table sets forth our gross profit and gross profit margin by geographic region of +our shipment destination during the years indicated. +Year ended 31 December +2023 2024 2025 +Gross +profit +Gross +profit +margin +Gross +profit +Gross +profit +margin +Gross +profit +Gross +profit +margin +RMB’000 % RMB’000 % RMB’000 % +Chinese Mainland . . . . . . . . . . . . . . . . . . . 1,058,856 42.1 786,297 25.3 703,653 20.1 +O t h e r s ........................... 2 3 1 , 5 5 1 4 9 . 3 1 9 7 , 9 9 8 4 9 . 4 1 7 9 , 5 5 2 3 1 . 6 +Total ............................ 1,290,407 43.3 984,295 28.1 883,205 21.7 +Our gross profit margin for overseas sales decreased from 2024 to 2025 mainly because (i) our +average selling price for overseas s ales declined as a result of more competitive pricing to secure new +overseas customers and increase our market share, and (ii) an increase in our average production +costs for dry process separators in 2025, resulting from a planned reduction in output volume in +response to declining customer demand for dry process separators. +FINANCIAL INFORMATION +–2 3 1– + + +--- page 241 --- +Other Income +Our other income mainly consisted of (i) intere st income relating to deposits, (ii) government +grants relating to our business operation and suppo rt of R&D activities, with all conditions attached +being fulfilled. Our government grants consisted of both (a) one-off grants , which were received on a +one-off basis, comprising (I) grants in respect of sp ecific activities such as R&D projects, industrial +production and talent recruitment, which are recognised directly in our consolidated statements of +comprehensive income upon fulfilment of the rel evant conditions, amounting to approximately +RMB74.4 million, RMB50.1 million and RMB45.7 millio n in 2023, 2024 and 2025, respectively, and +(II) grants in respect of government-subsidised ass et acquisitions, which are initially recognised as +deferred revenue and amortised into our consolidat ed statements of comprehensive income over the +useful lives of the relevant assets, with amortisat ion amounting to approximately RMB26.7 million, +RMB33.8 million and RMB53.3 million in 2023, 2024 and 2025, respectively, both of which we may +continue to apply for in the future based on our business operations, and (b) recurring grants, which +are received and recognised annually in our conso lidated statements of comprehensive income, +amounting to RMB0.7 million, RMB0.5 millio n and RMB0.8 million in 2023, 2024 and 2025, +respectively. It mainly comprised employment-r elated subsidies, which we expect to continue to +receive going forward, (iii) rental income and (iv) value-added tax ( VAT ) reduction. +The following table sets forth a breakdown of other income both in absolute amount and as a +percentage of our total other income for the years indicated. +Year ended 31 December +2023 2024 2025 +RMB’000 % RMB’000 % RMB’000 % +I n t e r e s ti n c o m e ..................... 8 8 , 7 7 6 4 1 . 6 6 6 , 2 8 3 3 6 . 3 5 5 , 3 4 4 3 0 . 1 +Government grants . . . . . . . . . . . . . . . . . . 101,801 47.7 84,463 46.2 99,736 54.1 +R e n t a li n c o m e ..................... 6 , 5 1 3 3 . 1 1 3 , 0 4 5 7 . 1 1 4 , 0 7 9 7 . 7 +V A Tr e d u c t i o n ..................... 8 , 8 0 0 4 . 1 1 1 , 3 3 0 6 . 2 7 , 4 7 1 4 . 1 +O t h e r s ........................... 7 , 4 0 4 3 . 5 7 , 7 4 5 4 . 2 7 , 3 1 7 4 . 0 +Total ............................ 213,294 100.0 182,866 100.0 183,947 100.0 +Net Impairment Losses (Recognised)/Reversed on Financial Assets +Our net impairment losses (recognised)/rever sed on financial assets mainly consisted of +impairment losses on (i) trade and notes receiva bles, and (ii) other receivables. We recorded +impairment losses recognised on financial ass ets of RMB12.7 million and RMB62.8 million in 2023 +and 2024, respectively. W e recorded net impairment reversal o n financial assets of RMB7.0 million +in 2025, primarily due to a decrease in the balance of trade receivables driven by an improvement in +customer settlement cycles in 2025, which resulted in a reduction of the expected credit loss +allowance calculated under our ECL model and a consequential reversal of previously recognized +impairment provisions. +Other (Losses) and Gains, Net +Our other gains and losses, net mainly consisted of (i) investment income of financial assets at +FVTPL, mainly representing investment income of wealth management products and other +investments, (ii) net fair value gains/(losses) from changes in fair value of financial assets at +FVTPL, mainly representing unrealized changes in f air value of wealth management products, listed +equity investment and other investments, (iii) net foreign exchange gains/(losses), (iv) net +gains/(losses) on disposal of property, plant and equipment, (v) loss on write-off of inventories, +(vi) impairment loss on property, plant and equipm ent and (vii) settlement expenses for litigation, +representing fees under our settlement agree ment with a competitor who sued us for alleged +infringement, illegal acquisition of trade secre ts and unfair competition. See ‘‘Business — Legal +Proceedings and Compliance.’’ +FINANCIAL INFORMATION +–2 3 2– + + +--- page 242 --- +The table below sets forth a breakdown of our other gains and losses, net for the years +indicated. +Y e a re n d e d3 1D e c e m b e r +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +I n v e s t m e n ti n c o m eo ff i n a n c i a la s s e t sa tF V T P L ................. 3 8 , 7 2 0 2 0 , 1 7 5 8 5 , 9 9 5 +Net fair value gains/(losses) from changes in fair value of financial assets +a tF V T P L .......................................... 3 , 6 3 6 ( 9 , 6 6 6 ) 6 , 4 1 8 +N e tf o r e i g ne x c h a n g eg a i n s / ( l o s s e s ) ........................... 1 , 0 1 9 2 7 , 1 3 8 1 1 , 3 9 0 +Net gains/(losses) on disposal of property, plant and equipment . . . . . . (850) (2,248) (18,946) +Loss on write-off of inventories +(1) ............................ — — ( 2 9 , 7 0 9 ) +I m p a i r m e n tl o s so np r o p e r t y ,p l a n ta n de q u i p m e n t ................ — — ( 3 0 , 4 4 7 ) +S e t t l e m e n te x p e n s e sf o rl i t i g a t i o n............................ ( 1 0 7 , 6 5 7 ) — — +O t h e r s ............................................... 1 , 8 2 0 1 , 0 7 9 ( 6 , 0 7 4 ) +Total ................................................ (63,312) 36,478 18,627 +Note: +(1) Loss on write-off of inventories recognized in other losses and gains related to unforeseeable event outside the ordinary +course of our business and was non-recurring in nature. +Research and Development Expenses +Our research and development expenses primar ily consisted of (i) employee benefit expenses, +(ii) material expenses, (iii) depreciation and amorti sation, (iv) energy and fuel costs and (v) equity +settled share-based compensation. +The table below sets forth a breakdown of our research and development expenses for the +periods indicated. +Year ended 31 December +2023 2024 2025 +RMB’000 % RMB’000 % RMB’000 % +Employee benefit expenses . . . . . . . . . . . . . 74,857 30.9 79,596 32.1 111,063 40.0 +Material expenses . . . . . . . . . . . . . . . . . . . 110,106 45.4 92,906 37.4 93,649 33.6 +Depreciation and amortisation . . . . . . . . . . 21,428 8.8 27,920 11.3 32,984 11.8 +E n e r g ya n df u e lc o s t s ................ 2 3 , 2 2 5 9 . 6 2 7 , 5 3 2 1 1 . 1 2 1 , 6 8 7 7 . 8 +Equity settled share-based compensation . . . 1,061 0.4 190 0.1 4,793 1.7 +Others +(1) ......................... 1 1 , 7 8 7 4 . 9 1 9 , 8 8 0 8 . 0 1 4 , 2 0 4 5 . 1 +Total ............................ 242,464 100.0 248,024 100.0 278,380 100.0 +Note: +(1) Others mainly consi sted of R&D service fees. +General and Administrative Expenses +Our general and administrative e xpenses primarily consisted of ( i) employee benefit expenses, +(ii) depreciation and amortisation, (iii) tax and surcha rges, (iv) professional fees, mainly representing +legal adviser fees and consultation fees, (v) equi ty settled share-based compensation, (vi) office +expenses, (vii) travel expenses, (viii) business ho spitality expenses, an d (ix) bank charges and +expenses. +FINANCIAL INFORMATION +–2 3 3– + + +--- page 243 --- +The table below sets forth a breakdown of our g eneral and administrative expenses for the +years indicated. +Year ended 31 December +2023 2024 2025 +RMB’000 % RMB’000 % RMB’000 % +Employee benefit expenses . . . . . . . . . . . . . 120,156 36.4 139,126 44.3 192,352 44.5 +Depreciation and amortisation . . . . . . . . . . 14,344 4.3 31,285 9.9 60,018 13.8 +T a xa n ds u r c h a r g e s .................. 2 8 , 2 5 6 8 . 5 3 4 , 9 6 4 1 1 . 1 4 7 , 8 7 7 1 1 . 1 +Professional fees . . . . . . . . . . . . . . . . . . . . 114,649 34.8 31,455 10.0 31,485 7.3 +Equity settled share-based compensation . . . 2,032 0.6 8,281 2.6 24,633 5.7 +O f f i c ee x p e n s e s ..................... 2 8 , 4 7 9 8 . 6 2 4 , 6 6 4 7 . 8 2 1 , 3 9 2 5 . 0 +T r a v e le x p e n s e s .................... 4 , 4 5 1 1 . 3 7 , 9 6 7 2 . 5 1 5 , 4 5 0 3 . 6 +Business hospitality expenses . . . . . . . . . . . 6,766 2.0 10,926 3.5 9,388 2.2 +Bank charges and expenses . . . . . . . . . . . . 3,125 0.9 3,727 1.2 5,413 1.3 +Others +(1) ......................... 8 , 6 1 1 2 . 6 2 2 , 4 4 2 7 . 1 2 3 , 7 0 1 5 . 5 +Total ............................ 330,869 100.0 314,837 100.0 431,709 100.0 +Note: +(1) Others primarily consisted of energy and fuel costs, maintenance and repair costs and insurance premiums. +Selling Expenses +Our selling expenses mainly consisted of (i) emplo yee benefit expenses, (ii) business hospitality +expenses, (iii) travel expenses, (iv) office expens es, (v) insurance premiums, representing export +credit insurance relating to overseas customers, (v i) equity settled share-based compensation, and +(vii) sales commission expenses, mainly representin g commission fees paid to third-party sales agents +for their services in facilitating direct sales to certain overseas customers. +The table below sets forth a breakdown of ou r selling expenses for the years indicated. +Year ended 31 December +2023 2024 2025 +RMB’000 % RMB’000 % RMB’000 % +Employee benefit expenses . . . . . . . . . . . . . 19,864 51.4 20,391 55.0 25,247 59.0 +Business hospitality expenses . . . . . . . . . . . 7,018 18.1 6,757 18.2 6,957 16.3 +T r a v e le x p e n s e s .................... 2 , 3 6 5 6 . 1 2 , 8 7 6 7 . 7 3 , 5 6 8 8 . 3 +O f f i c ee x p e n s e s ..................... 1 , 2 9 1 3 . 3 1 , 2 8 5 3 . 5 2 , 4 3 1 5 . 7 +I n s u r a n c ep r e m i u m s ................. 7 4 4 1 . 9 1 , 2 0 2 3 . 2 9 0 9 2 . 1 +Equity settled share-based compensation . . . 127 0.3 438 1.2 483 1.1 +S a l e sc o m m i s s i o ne x p e n s e s ............. 5 , 3 7 0 1 3 . 9 1 , 7 8 4 4 . 8 — — +Others +(1) ......................... 1 , 9 4 9 5 . 0 2 , 3 7 9 6 . 4 3 , 2 1 0 7 . 5 +Total ............................ 38,728 100.0 37,112 100.0 42,805 100.0 +Note: +(1) Others primarily consisted of advertising expenses and depreciation and amortisation. +Share of Results of Associates and Joint Venture, Net +Our share of results of associates and joint venture, net mainly represented the amount of +profits or losses attributable to our Group as a result of the business operations of our associates and +joint venture, namely Yantai Xinghe Ba ttery Materials Technology Co., LTD (‘‘ Yantai Xinghe ’’), +N-Tech Environmental Protection Science and Technology (Changzhou) Co., Ltd (‘‘ N-Tech ’’), +Shenzhen Xinyuanbang Technology Co., Ltd. (‘‘ Shenzhen Xinyuanbang ’’), Shenzhen Qianhai Runmu +Investment Partnership Enterprise (Limited Partnership) (‘‘ Runmu Investment ’’), and Shenzhen +Xinglanxin New Material Technology Co., Ltd.. Our net share of loss of associates and joint venture +amounted to RMB1.9 million, RMB1.3 millio n and RMB1.2 million in 2023, 2024 and 2025, +respectively. +FINANCIAL INFORMATION +–2 3 4– + + +--- page 244 --- +Finance Costs +Our finance costs mainly consisted of (i) inter est expense on bank borrowings, (ii) interest +expense on other borrowings, mainly representing interest expenses on (a) finance leases, arising +from our sale and leaseback arrangements for pro duction equipment, and (b) equity investments +from third-party investors with share repurchase o ptions upon request, and (iii) interest expense on +lease liabilities. +The table below sets forth a breakdown of our finance costs for the periods indicated. +Y e a re n d e d3 1D e c e m b e r +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +I n t e r e s te x p e n s eo nb a n kb o r r o w i n g s ......................... 6 7 , 3 2 0 9 2 , 0 6 4 1 6 2 , 9 8 0 +I n t e r e s te x p e n s eo no t h e rb o r r o w i n g s ......................... 2 9 , 2 9 1 3 7 , 9 2 7 5 3 , 3 3 5 +I n t e r e s te x p e n s eo nl e a s el i a b i l i t i e s........................... — 2 , 5 4 7 1 , 9 4 5 +Total ................................................ 96,611 132,538 218,260 +Income Tax (Expense)/Credit +Our income tax expense represents the tax expenses arising in the tax jurisdictions in which +companies comprising our Group domicile or op erate. For the years ended 31 December 2023 and +2024, our income tax expense amounted to RMB1 23.4 million and RMB36.3 million, respectively. +We recorded income tax credit of RMB22.6 million i n 2025. Our effective income tax rates for the +same years were 17.2%, 8.9% and –18.8%. +Chinese Mainland +Under the PRC Corporate Income Tax Law and t he respective regulations, the corporate +income tax for our Company and subsidiaries are calculated at a statutory rate of 25% or a +preferential rate of 15% where applicable, on their estimated taxable profits for the year based on +the existing legislations, interpreta tions and practices in respect thereof. +During the Track Record Period, our Company and certain of our subsidiaries were qualified +as High and New Technology Enterprises under the relevant PRC laws and regulations and were +entitled to the corporate income tax at a preferen tial rate of 15%. This qualification is subject to +review by the relevant tax authority in the PRC for every three years. +Hong Kong +Our Company’s subsidiary domiciled in Hong Kon g is subject to a two-tiered income tax rate +for taxable income earned in Hong Kong effect ively since 1 April 2018. The first HK$2 million of +profits earned by the qualifying group entity are subject to be taxed at an income tax rate of 8.25%, +while the remaining profits will be taxed at 16.5%. +Other jurisdictions +Taxation for our other overseas subsidiaries is charged at the appropriate current rates of +taxation ruling in the relevant countries. +See Note 11 of the Accountants’ Report in Appendix I to this prospectus for more information. +During the Track Record Period and up to the Latest Practicable Date, we did not have any +disputes or unresolved tax issues with the relevant tax authorities which may have a material adverse +impact on our business, financial position and results of operations. +FINANCIAL INFORMATION +–2 3 5– + + +--- page 245 --- +RESULTS OF OPERATIONS +Year Ended 31 December 2025 Compared with Year Ended 31 December 2024 +Revenue +Our total revenue increased by 16.3% from RMB3,506.2 million in 2024 to RMB4,076.8 +million in 2025, primarily due to an increase in reven ue derived from sales of coated separators and +wet process separators. +. Revenue from our sales of dry process separat ors remained relatively stable at RMB470.0 +million in 2024 and RMB466.6 million in 2025, pr imarily due to a slight decrease in sale +volume as we proactively controlled production volume in consideration of downstream +demand trend, partially offset by a slight incr ease in average selling price in line with the +broader industry trend according to Frost & Sullivan. +. Revenue from our sales of wet process separators increased by 19.8% from RMB495.1 +million in 2024 to RMB593.2 million in 2025, primarily due to an increase in sales volume +as a result of an increase in orders from existing customers for new product launch, +partially offset by a decrease in average sellin g pricing as a result of market competition. +. Revenue from our sales of coated separators increased by 18.7% from RMB2,541.1 +million in 2024 to RMB3,017.0 million in 2025, primarily due to an increase in sales +volume as a result of an increase in orders from existing customers for new product +launch, partially offset by a decrease in ave rage selling pricing as a result of market +competition. +Cost of Sales +Our cost of sales increased by 26.6% from RM B2,521.9 million in 2024 to RMB3,193.6 million +in 2025, primarily due to (i) an increase in raw mater ials in line with the increase in our sales volume, +partially offset by a decrease in market price for main raw materials such as PP and PE, and (ii) an +increase in depreciation and amortisation, resulting from the conversion of construction-in-progress +at our Nantong and Foshan manufacturing bases into fixed assets. +Gross Profit and Gross Profit Margin +As a result of the foregoing, our gross profit decreased by 10.3% from RMB984.3 million in +2024 to RMB883.2 million in 2025. Our gross profit margin decreased from 28.1% in 2024 to 21.7% +in 2025. +. The gross profit from our sales of dry pro cess separators decreased by 69.2% from +RMB94.8 million for the year ended 31 De cember 2024 to RMB29.2 million for the year +ended December 31 2025. The gross profit ma rgin of our sales of dry process separators +decreased from 20.2% in 2024 to 6.3% in 2025, primarily because an increase in our +average production costs resulting from a planned reduction in output volume in response +to declining customer demand for dry process separators. As part of our efforts to manage +oversupply, we ceased production at our Shenzhen manufacturing base in 2025 where dry +process separators constituted the majority of the production capacity, which led to fixed +costs being spread over a lower production volume and consequently elevated the per-unit +cost. Such decrease was partially offset b y a slight increase in average selling price. +. The gross profit from our sales of wet pro cess separators increased by 4.7% from +RMB199.3 million in 2024 and RMB208.6 millio n in 2025. The gross profit margin of our +sales of wet process separators decreased from 40.3% in 2024 to 35.2% in 2025, primarily +due to the decrease of average selling price as a result of market competition driven by +supply-demand imbalances, while higher sales volumes for wet process separators enabled +us to benefit from economies of scale and main tain relatively stable average production +costs. +FINANCIAL INFORMATION +–2 3 6– + + +--- page 246 --- +. The gross profit from our sales of coated separators decreased by 6.5% from RMB690.1 +million in 2024 to RMB645.4 million in 2025. The gross profit margin of our sales of +coated separators decreased from 27.2% in 2024 to 21.4% in 2025, primarily due to the +decrease of average selling price as a result of market competition driven by +supply-demand imbalances, wh ile higher sales volumes for coated separators enabled us +to benefit from economies of scale and maint ain relatively stable average production +costs. +Other Income +Our other income remained relatively st able at RMB182.9 million in 2024 and RMB183.9 +million in 2025. +Net Impairment Losses (Recognised)/Reversed on Financial Assets +We recorded net impairment loss recognised o n financial assets of RMB62.8 million in 2024 +and net impairment reversal on financial a ssets of RMB7.0 million in 2025, primarily due to a +decrease in the balance of trade receivables drive n by an improvement in customer settlement cycles +in 2025, which resulted in a reduction of the expect ed credit loss allowance calculated under our ECL +model and a consequential reversal of previ ously recognized impai rment provisions. +Other (Losses) and Gains, Net +Our other gains decreased by 49.0% from RMB36.5 million in 2024 to RMB18.6 million in +2025, primarily due to (i) the recognition of impai rment losses on property, plant and equipment +relating to the cessation of production in Shenzh en manufacturing base in the last quarter of 2025, +and (ii) recognition of loss on wri te-off of inventories, mainly du e to equipment malfunction at +certain storage facilities that temporarily compro mised the required storage environment, rendering +the affected inventories unsaleable, partially offs et by an increase in investment income of financial +assets at FVTPL, mainly from equity investment. +Research and Development Expenses +Our research and development expenses inc reased by 12.2% from RMB248.0 million in 2024 to +RMB278.4 million in 2025, primarily due to an increas e in employee benefit expenses resulting from +an increased number of R&D personnel and increased average R&D employee remuneration. +General and Administrative Expenses +Our general and administrative expenses incre ased by 37.1% from RMB314.8 million in 2024 to +RMB431.7 million in 2025, primarily due to (i) an incr ease in employee benefit expenses resulting +from (I) increased average employee remuneration, driven by the recruitment of employees for more +specialized roles with higher remuneration packa ges in connection with our overseas expansion and +group-level management enhancement, and (II) an in crease in number of general and administrative +personnel; and (ii) an increase in depreciation and amortisation, which mainly arose from the +conversion of construction-in-progress at our Shenzhen, Nantong, Foshan and Sweden +manufacturing bases into fixed a ssets, including an office facilit ies at our Shenzhen, Nantong and +Foshan base, and certain equipment at our Sweden base. +Selling Expenses +Our selling expenses increased by 15.3% fr om RMB37.1 million in 2024 to RMB42.8 million in +2025, primarily due to an increase in employee benef it expenses resulting from increased number of +employees for our sales and marketing department, driven by the expansion of our business scale and +the commencement of production at our Foshan ma nufacturing base in 2025, which necessitated +additional sales and marketing resources to support the growth in sales volume with our expanded +production capacity. +FINANCIAL INFORMATION +–2 3 7– + + +--- page 247 --- +Share of Results of Associates and Joint Venture, Net +Our net share of loss remained relatively stable at RMB1.3 million in 2024 and RMB1.2 million +in 2025, respectively. +Finance Costs +Our finance costs increased by 64.7% fro m RMB132.5 million in 2024 to RMB218.3 million in +2025, primarily due to an increase in interest expense on bank borrowings, resulting from increased +borrowings mainly for construction of manufacturing bases. +Income Tax (Expense)/Credit +We recorded income tax expense of RMB36. 3 million in 2024 and income tax credit of +RMB22.6 million in 2025, primarily due to (i) a d ecrease in profit before income tax and (ii) an +increase in deferred tax assets in respect of bot h current period losses as well as previously +unrecognised losses of our Company and subsidiary, both of which are expected to generate +sufficient taxable profit in future periods to reco gnise existing tax losses. Our effective tax rate +amounted to 8.9% in 2024 and –18.8% in 2025, primarily due to the same reason. +Profit For the Year +As a result of the foregoing, our profit for the year decreased by 61.4% from RMB370.7 million +in 2024 to RMB143.1 million in 2025. +Year Ended 31 December 2024 Compared with Year Ended 31 December 2023 +Revenue +Our total revenue increased by 17.6% from RMB2,981.9 million in 2023 to RMB3,506.2 +million in 2024, primarily due to (i) an increase in overall sales volume and (ii) an increase in +proportion of sales from coated separators, which have higher average selling prices. +. Revenue from our sales of dry process sep arators decreased by 30.4% from RMB675.7 +million in 2023 to RMB470.0 million in 2024, primarily due to a decrease in average +selling price due to market competition, parti ally offset by an increase in sales volume +resulting from orders from existing custome rs to support new product launch, driven by +the overall growth of EV and energy storage markets. +. Revenue from our sales of wet process sep arators increased by 5.5% from RMB469.1 +million in 2023 to RMB495.1 million in 2024, pr imarily due to an increase in the sale +volume resulting from orders from existin g customers to support new product launch, +driven by the overall growth of EV and energ y storage markets, partially offset by a +decrease in average selling price due to market competition. +. Revenue from our sales of coated separators increased by 38.3% from RMB1,837.0 +million in 2023 to RMB2,541.1 million in 2024, primarily due to an increase in sales +volume as a result of (i) our expanded produ ction capacity to better fulfil customer +demand and (ii) increasing customer dema nd resulting from orders from existing +customers to support new product launch, driven by the overall growth of EV and +energy storage markets, partially offset by a decrease in average selling price due to +market competition. +Cost of Sales +Our cost of sales increased by 49.1% from RM B1,691.5 million in 2023 to RMB2,521.9 million +in 2024, primarily due to (i) an increase in raw mat erial costs, driven by higher sales volume and a +shift in product mix towards coated separators, wh ich carry a higher unit material cost relative to +dry process and wet process separators due to add itional processing steps ; and (ii) an increase in +depreciation and amortisation primarily due to the conversion of construction-in-progress in +Nantong manufacturing base into fixed assets. +FINANCIAL INFORMATION +–2 3 8– + + +--- page 248 --- +Gross Profit and Gross Profit Margin +As a result of the foregoing, our gross profit decreased by 23.7% from RMB1,290.4 million in +2023 to RMB984.3 million in 2024. Our gross profit margin decreased from 43.3% in 2023 to 28.1% +in 2024. +. The gross profit from our sales of dry pro cess separators decreased by 60.0% from +RMB236.9 million in 2023 to RMB94.8 million in 2024. The gross profit margin of our +sales of dry process separators decreased from 35.1% in 2023 to 20.2% in 2024, primarily +because the decrease in the average selling pri ces of our products exceeded the decrease in +production costs as a result of market competition. +. The gross profit from our sales of wet pro cess separators decr eased by 11.1% from +RMB224.2 million in 2023 to RMB199.3 million in 2024. The g ross profit margin of our +sales of wet process separators decreased from 47.8% in 2023 to 40.3% in 2024, primarily +because the decrease in the average selling price of our products exceeded the decrease in +production costs as a result of market compet ition. However, such de crease was partially +offset by our measures to improve efficien cy, particularly the commencement of mass +production of our fifth-generation super wet process production line in 2024, which +delivered significant improvements in production efficiency. +. The gross profit from our sales of coated se parators decreased by 16.8% from RMB829.3 +million in 2023 to RMB690.1 million in 2024. The gross profit margin of our sales of +coated separators decreased from 45.1% in 2023 to 27.2% in 2024, primarily because the +decrease in the average selling prices of our pr oducts exceeded the decrease in production +costs as a result of market competition. +Other Income +Our other income decreased by 14.3% from RMB213.3 million in 2023 to RMB182.9 million in +2 0 2 4 ,p r i m a r i l yd u et o( i )ad e c r e a s ei ng o v e r n m e n tg r a n t sw er e c o r d e di nr e l a t i o nt ob u s i n e s s +operation, and (ii) a decrease in interest income as a result of our withdrawal of deposits to support +construction of manufacturing bases. +Net Impairment Losses Recognised on Financial Assets +Our impairment losses recognised on financial assets increased significantly from RMB12.7 +million in 2023 to RMB62.8 million in 2024, primarily due to an increase in impairment losses on +trade receivables, as we made full provision for trade receivables due from one of our customers who +experienced deterioration of operatin g conditions and filed for bankruptcy. +Other Gains and Losses, Net +We recognised other losses of RMB63.3 million in 2023 and other gains of RMB36.5 million in +2024, primarily because we incurred settlemen t expenses in relation to a litigation in 2023. +Research and Development Expenses +Our research and development expenses remai ned relatively stable at RMB242.5 million and +RMB248.0 million in 2023 and 2024, respectively. +General and Administrative Expenses +Our general and administrative expenses dec reased by 4.8% from RMB330.9 million in 2023 to +RMB314.8 million in 2024, primarily due to a decrease in professional fees in relation to a litigation +that reached settlement in 2023, partially offset by an increase in employee benefit expenses as a +result of increased number of gen eral and administrative personne l and increased average general +and administrative employee remun eration as our business expanded. +Selling Expenses +Our selling expenses remained relatively s table at RMB38.7 million and RMB37.1 million in +2023 and 2024, respectively. +FINANCIAL INFORMATION +–2 3 9– + + +--- page 249 --- +Share of Results of Associates and Joint Venture, Net +Our net share of loss of associates and joint ve nture decreased by 30.5% from RMB1.9 million +in 2023 to RMB1.3 million in 2024, primarily due to the recognition of profit associated with Runmu +Investment in 2024. +Finance Costs +Our finance costs increased by 37.2% from RM B96.6 million in 2023 to RMB132.5 million in +2024, primarily due to an increase in interest expense on bank borrowings resulting from increased +borrowings mainly for construction of manufacturing bases. +Income Tax (Expense)/Credit +Our income tax expense decreased by 70. 6% from RMB123.4 million in 2023 to RMB36.3 +million in 2024, primarily due to a decrease in profit before income tax. Our effective income tax +rates decreased from 17.2% in 2023 to 8.9% in 2024, primarily due to (i) a decrease in profit before +income tax, (ii) a decrease in tax losses for which n o deferred income tax assets were recognised, and +(iii) the absolute amount of super deductions av ailable in respect of qualifying research and +development expenditure and equipment procurem ent remained broadly unchanged, which, against +a significantly lower profit base, resulted in a pro portionately greater reduction in the effective tax +rate. +Profit For the Year +As a result of the foregoing, our profit for the year decreased by 37.6% from RMB593.7 million +in 2023 to RMB370.7 million in 2024. +LIQUIDITY AND CAPITAL RESOURCES +Working Capital +We have historically met our working capital and o ther capital requirements principally from a +combination of internally generated funds from o ur operating activities, proceeds from our equity +financings and borrowings. We had cash and cash equivalents of RMB1,744.4 million, RMB2,650.8 +million and RMB1,187.7 million as at 31 December 2023, 2024 and 2025, respectively. Going +forward, we expect to fund our working capital requirements with a combination of various sources, +including but not limited to cash generated from our operations, the net proceeds from the Global +Offering and other possible equity and debt financ ing when appropriate. We will closely monitor the +level of our working capital, and diligently review future cash flow requirements and adjust our +operation and expansion plans, if necessary, to ens ure that we maintain sufficient working capital to +support our business operations. +Taking into account the financial resources available to us, including our cash and cash +equivalents on hand and the estimated net proceeds from the Global Offering, our Directors are of +the view that we have sufficient working capital to meet our present needs and for the next 12 months +from the date of this prospectus. +Cash Flows +The table below sets forth a summary of our consolidated statements of cash flows for the years +indicated. +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Net cash flows generated from operating activities . . . . . . . . . . . . . . 1,134,074 368,444 752,512 +Net cash flow used in investing activities. . . . . . . . . . . . . . . . . . . . . (3,791,511) (2,444,235) (3,269,560) +Net cash flows generated from financing activities . . . . . . . . . . . . . . 3,081,322 3,031,016 1,060,852 +Net increase/(decrease) in cash and cash equivalents. . . . . . . . . . . . . 423,885 955,225 (1,456,196) +Cash and cash equivalents at beginning of year ................. 1,293,953 1,744,409 2,650,754 +E f f e c to ff o r e i g ne x c h a n g er a t ec h a n g e s ,n e t .................. 2 6 , 5 7 1 ( 4 8 , 8 8 0 ) ( 6 , 8 8 7 ) +Cash and cash equivalents at end of year ..................... 1,744,409 2,650,754 1,187,671 +FINANCIAL INFORMATION +–2 4 0– + + +--- page 250 --- +During the Track Record Period, we recorded prolonged cash conversion cycle. See ‘‘Risk +Factors — Risks Relating to Our Business and Industry — We may be exposed to liquidity risk due +to a long cash conversion cycle.’’ Our overall cash conversion cycle, calculated by adding average +inventory turnover days and average trade and notes receivables turnover days, then subtracting +average trade and notes payables turnover days, was 175.2 days, 223.1 days and 234.9 days in 2023, +2024 and 2025, respectively. Such increase in our cash conversion cycle was primarily due to (i) an +increase in our average trade and notes receivables turnover days from 204.4 days in 2023 to 223.6 +days in 2024, primarily due to (a) prolonged cus tomer payment cycles as intensified market +competition in the battery separator industry s trengthened the bargaining power of leading +downstream customers, resultin g in the granting of extended credit terms to key customers, and (b) +longer customer acceptance cycles resulting from our product iterations and upgrades, which +typically require more thorough customer testing and validation prior to payment; and (ii) a decrease +in our average trade and notes payables turnover days from 109.9 days in 2023 to 73.1 days in 2024 +and further to 68.7 days in 2025, primarily because we streamlin ed our procurement payment +process. We have implemented or plan to implemen t a series of strategic measures to manage our +prolonged cash conversion cycle with an aim to improve our overall liquidity by the end of 2026, +subject to market conditions. Specifically: +. we plan to proactively engage with custome rs to optimise settlement methods, with a +particular focus on reducing the proportion of payments made by notes and encouraging +direct cash collection by customers where possible. In practice, this involves our sales and +finance teams jointly reviewing the settlement arrangements with each key account on a +periodic basis, identifying customers where a transition from notes to cash settlement is +feasible given their financial posit ion and our commercial relationship. +. we plan to strengthen our inventory management by aligning inventory levels more closely +with actual demand, accelerating inventory turnover. We plan to conduct regular aging +reviews of our inventory, and where invent ory levels are identified as exceeding +anticipated near-term consumption, procurement and production schedules are adjusted +accordingly to prevent further build-up and to accelerate the drawdown of existing stock. +. we plan to negotiate more flexible payment terms with suppliers to ensure greater +consistency between our payment schedules t o suppliers and our collection periods from +customers. +Net Cash Generated From Operating Activities +For the year ended 31 December 2025, our net cash generated from operating activities +amounted to RMB752.5 million. This amount repr esented our profit before income tax of +RMB120.5 million and income tax paid of RMB 11.5 million, adjusted for non-cash and +non-operating items, and movements in working capital. Adjustments of non-cash and +non-operating items primarily comprised (i) de preciation of property, plant and equipment of +RMB864.6 million, and (ii) finance costs of RM B218.3 million. Our movements in working capital +primarily comprised (i) increase in other payab les and accruals of RMB321.2 million resulting from +an increase in input VAT payables due to our purch ase of equipment and an increase in employee +benefit payables, and (ii) an inc rease in trade and notes payables o f RMB137.4 million resulting from +an increase in procurement of raw materials to meet increasing customer demand. +For the year ended 31 December 2024, our net cash generated from operating activities +amounted to RMB368.4 million. This amount repr esented our profit before income tax of +RMB407.0 million and income tax paid of RMB 87.4 million, adjusted for non-cash and +non-operating items, and movements in working capital. Adjustments of non-cash and +non-operating items primarily comprised (i) de preciation of property, plant and equipment of +RMB598.3 million, and (ii) finance costs of RM B132.5 million. Our movements in working capital +primarily comprised increase in other payables and accruals of RMB622.5 million, mainly due to an +increase in input VAT payables due to our purchase of equipment and an increase in employee +benefit payables, partially offs et by increase in trade and notes r eceivables of RMB861.0 million, +mainly resulting from our revenue growth and prolonged payment cycle from our customer. +FINANCIAL INFORMATION +–2 4 1– + + +--- page 251 --- +For the year ended 31 December 2023, our net cash generated from operating activities +amounted to RMB1,134.1 million. This amount re presented our profit before income tax of +RMB717.0 million and income tax paid of RMB 96.6 million, adjusted for non-cash and +non-operating items, and movements in working capital. Adjustments of non-cash and +non-operating items primarily comprised (i) de preciation of property, plant and equipment of +RMB445.6 million, and (ii) finance costs of RMB 96.6 million. Our movements in working capital +primarily comprised increase in other paya bles and accruals of RMB647.4 million, mainly +attributable to an increase in input VAT payables due to our purchase of equipment and an +increase in employee benefit payables, partially offset by increase in trade and notes receivables of +RMB294.2 million, which was in line with our revenue growth. +Net Cash Generated Used in Investing Activities +For the year ended 31 December 2025, we had net cash used in investing activities of +RMB3,269.6 million, mainly attributable to (i) paym ent and prepayment for purchase of property, +plant and equipment of RMB3,737.3 million, and ( ii) placement of time deposits of RMB3,002.2 +million, partially offset by receipt from mat urity of time deposits of RMB3,357.5 million. +For the year ended 31 December 2024, we had net cash used in investing activities of +RMB2,444.2 million, mainly attributable to (i) p lacement of time deposits of RMB6,434.0 million, +(ii) purchase of financial assets at FVTPL of RMB 4,965.4 million, and (iii) payment and prepayment +for purchase of property, plant and equipment o f RMB4,548.6 million, partially offset by (i) receipt +from maturity of time deposits of RMB8,016.3 millio n and (ii) proceeds from sale of financial assets +at FVTPL of RMB5,512.4 million. +For the year ended 31 December 2023, we had net cash used in investing activities of +RMB3,791.5 million, mainly attributable to (i ) purchase of financial assets at FVTPL of +RMB4,593.0 million, (ii) payment and prepayment fo r purchase of property, plant and equipment +of RMB3,950.7 million, and (iii) placement of time dep osits of RMB3,851.4 million, partially offset +by (i) proceeds from sale of financial assets at F VTPL of RMB5,270.0 million and (ii) receipt from +maturity of time deposits of RMB3,548.1 million. +Net Cash Generated From Financing Activities +For the year ended 31 December 2025, we had net cash generated from financing activities of +RMB1,060.9 million, mainly attributable to (i) p roceeds from bank borro wings of RMB2,829.4 +million and (ii) proceeds from other borrowing s of RMB2,231.0 million, partially offset by (i) +repayment of bank borrowings of RMB1,742.8 million and (ii) repayment of other borrowings of +RMB1,696.8 million. +For the year ended 31 December 2024, we had net cash generated from financing activities of +RMB3,031.0 million, mainly attributable to (i) p roceeds from bank borro wings of RMB4,442.6 +million, and (ii) proceeds from other borrowings o f RMB2,593.1 million, partially offset by (i) +repayment of other borrowings of RMB1,418.3 millio n, and (ii) repayment of bank borrowings of +RMB1,259.1 million. +For the year ended 31 December 2023, we had net cash generated from financing activities of +RMB3,081.3 million, mainly attributable to (i) p roceeds from bank borro wings of RMB1,927.0 +million, and (ii) proceeds from other borrowings o f RMB1,528.8 million, partially offset by (i) +repayment of bank borrowings of RMB489.2 millio n, (ii) placement of pledged bank deposits of +RMB469.1 million, and (iii) repayment of o ther borrowings of RMB414.7 million. +FINANCIAL INFORMATION +–2 4 2– + + +--- page 252 --- +DISCUSSION OF SELECTED ITEMS OF CONSOLIDATED STATEMENTS OF FINANCIAL +POSITION +Net Current Assets +The following table sets forth our current assets and current liabilities as at the dates indicated. +As at 31 December +As at +30 April +2023 2024 2025 2026 +RMB’000 RMB’000 RMB’000 RMB’000 +(unaudited) +Current assets +Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 396,864 518,063 762,381 979,934 +Trade and notes receivables . . . . . . . . . . . . . . . . . . 1,773,249 2,376,056 2,480,060 2,469,282 +Prepayments, other receivables and other assets . . . . 419,819 357,903 440,517 538,783 +A m o u n t sd u ef r o mr e l a t e dp a r t i e s .............. — 6 3 , 6 4 6 5 , 3 7 3 +P r e p a i di n c o m et a x ........................ 5 , 0 2 3 2 0 , 4 8 3 5 , 4 4 1 1 0 , 7 6 7 +F i n a n c i a la s s e t sa tF V T P L ................... 8 7 0 , 6 3 8 2 9 9 , 3 6 7 3 0 , 0 0 1 5 8 , 5 9 3 +Financial assets at FVTOCI. . . . . . . . . . . . . . . . . . 79,585 292,318 369,753 369,034 +Restricted bank deposits +(1) . . . . . . . . . . . . . . . . . . . 145,402 485,496 571,202 408,429 +Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,983,538 541,635 233,037 720,395 +Cash and cash equivalents . . . . . . . . . . . . . . . . . . . 1,744,409 2,650,754 1,187,671 1,696,298 +Total current assets ........................ 7,418,527 7,542,081 6,083,709 7,256,888 +Current liabilities +Trade and notes payables . . . . . . . . . . . . . . . . . . . 478,454 532,281 669,699 692,484 +F i n a n c i a ll i a b i l i t i e sa tF V T P L ................ — — 1 2 , 6 2 0 3 , 7 0 2 +C o n t r a c tl i a b i l i t i e s ........................ 3 , 5 7 7 4 , 3 3 3 1 8 , 1 3 9 1 2 , 0 4 2 +Other payables and accruals. . . . . . . . . . . . . . . . . . 899,443 1,382,915 1,015,518 1,122,044 +A m o u n t sd u et or e l a t e dp a r t i e s ............... 1 1 9 6 3 5 9 9 4 3 , 8 8 7 +Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,598,947 4,105,067 5,748,288 5,832,203 +L e a s el i a b i l i t i e s ........................... 3 , 8 6 2 1 8 , 6 4 6 2 4 , 1 0 2 2 7 , 2 4 6 +I n c o m et a xp a y a b l e ........................ 3 7 , 7 7 0 1 7 , 1 4 5 2 9 , 7 7 3 2 8 , 6 2 4 +Total current liabilities ...................... 4,022,172 6,061,022 7,519,133 7,722,232 +Net current assets/(liabilities) ................. 3,396,355 1,481,059 (1,435,424) (465,344) +Note: +(1) In September 2025, we entered into an entrusted asse t management contract with licensed investment manager, +Highflying Tiger Capital Management International Ltd, (the ‘‘ Investment Manager ’’), an Independent Third Party, to +manage a designated securities investment account for the purpose of enhancing returns on our idle capital. We retain +full legal ownership of all assets under management with no e ncumbrance created thereover , and all investment gains or +losses belong exclusively to us. The Investment Manager may invest in equities, funds and bonds in line with our +investment strategies, and is entitled to a performance fee calculated by reference to net profit of the account on a +semi-annual basis, which is not payable until all accumula ted losses have been fully recovered. The agreement has an +initial term of six months, automatically renewable, an d may be terminated by us upon fifteen days’ prior written +notice. As at 31 December 2025, funds placed under this arra ngement amounted to approxi mately RMB219.0 million, +classified as restricted bank deposits and denominated in USD. +Our net current liabilities decreased by 67.6% from RMB1,435.4 million as at 31 December +2025 to RMB465.3 million as at 30 April 2026, primar ily due to an increase in time deposits and cash +and cash equivalents following an increase in non-current bank borrowings. +We intend to improve our net current liabilities position through the following measures: (i) +optimising our product portfolio by gradually increasing the proport ion of higher-margin products, +such as wet separators and coated separators; (ii) proactively expanding our overseas markets with +strong downstream demand, where selling prices are g enerally higher than in the domestic market, in +order to improve overall product profitability; (iii) optimising our manufacturing processes, +adopting lean production practices, and leveraging automation and digital technologies to improve +efficiency and lower production costs; (iv) pr oactively engaging with customers to optimise +settlement methods by reducing the proportion of payments made by notes and encouraging direct +cash collection where possible, and (v) negotiat e more flexible payment terms with suppliers to +ensure greater consistency between our payment schedules to suppliers and our collection periods +from customers. +FINANCIAL INFORMATION +–2 4 3– + + +--- page 253 --- +We record net current assets of RMB1,481.1 million as at 31 December 2024 and net current +liabilities of RMB1,435.4 million as at 31 Decembe r 2025, primarily due to (i) an increase in +borrowings to support construction of manufacturing bases, and (ii) a decrease in cash and cash +equivalents primarily due to capital expenditure i n connection with the construction of our Foshan +and Malaysia manufacturing bases and acquisitio n of production equipment, partially offset by a +decrease in other payables and accruals, resulting from a decrease in payables for acquisition of +non-current assets as a result of our settlemen t with construction and equipment suppliers. +Our net current assets decreased by 56.4% fr om RMB3,396.4 million as at 31 December 2023 to +RMB1,481.1 million as at 31 December 2024, prima rily due to (i) an increase in borrowings for +construction of manufacturing bases, (ii) a decrea se in time deposits to support construction of +manufacturing bases, and (iii) an increase in ot her payables and accruals resulting from (a) an +increase in construction and equipment payables for manufacturing bases, and (b) an increase in +endorsed notes receivable we used to settle payment s with suppliers that have not been derecognized +and not yet due, partially offset by an increase in cash and cash equivalents. +Financial Assets at FVTOCI +Our financial assets at FVTOCI mainly consis ted of notes receivables measured at FVTOCI +and equity investments at fair value. The following table sets forth the breakdown of our financial +assets at FVTOCI as at the dates indicated. +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Current: +Notes receivables measured at FVTOCI . . . . . . . . . . . . . . . . . 79,585 292,318 369,753 +Non-current: +E q u i t yi n v e s t m e n t sa tf a i rv a l u e....................... — — 3 0 , 8 6 3 +Total .......................................... 79,585 292,318 400,616 +Our financial assets at FVTOCI increased by 2 67.3% from RMB79.6 million as at 31 December +2023 to RMB292.3 million as at 31 December 2024, a nd further increased by 37.0% to RMB400.6 +million as at 31 December 2025, primarily due to an increase in notes receivables in line with our +sales growth. +Both notes receivables measured at FVTOCI and equity investments at fair value are subject to +Level 3 fair value measurement. Det ails of the fair value measurement of financial assets at FVTOCI, +particularly the fair value hierarchy, the valua tion techniques and key inputs, including the +relationship of unobservable inputs to fair val ue, are disclosed in Note 40 of the Accountants’ +Report in Appendix I to this prospectus. +Financial Assets at FVTPL +Our financial assets at FVTPL consisted of (i) bank wealth management products and +structured deposits, (ii) fund products, and (iii) un listed equity instruments. The following table sets +forth the breakdown of our financial assets at FVTPL as at the dates indicated. +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Current: +Bank wealth management products and structured deposits. . . . 618,835 260,564 — +F u n dp r o d u c t s................................... 2 5 1 , 8 0 3 3 8 , 8 0 3 3 0 , 0 0 1 +Non-current: +U n l i s t e de q u i t yi n s t r u m e n t s.......................... 6 4 , 2 1 2 7 6 , 9 8 2 9 4 , 5 9 8 +Total .......................................... 934,850 376,349 124,599 +FINANCIAL INFORMATION +–2 4 4– + + +--- page 254 --- +Our financial assets at FVTPL decreased by 59.7% from RMB934.9 million as at 31 December +2023 to RMB376.3 million as at 31 December 2024, p rimarily due to a decrease in bank wealth +management products and fund products as a res ult of our redemption. Our financial assets at +FVTPL decreased by 66.9% from RMB376.3 million a s at 31 December 2024 to RMB124.6 million +as at 31 December 2025, primarily due to a decr ease in bank wealth management products and +structured deposits as a result of our redemption. +Our financial assets at FVTPL are subject to Level 3 fair value measurement included bank +wealth management products and structured deposits and unlisted equity instruments. Details of the +fair value measurement of financial assets at FVTP L, particularly the fair value hierarchy, the +valuation techniques and key inputs, including the relationship of unobservable inputs to fair value +are disclosed in Note 41 of the Accountants’ Report in Appendix I to this prospectus. +We have established management systems that s pecify the approval authority, information +disclosure, authorization management, operation processes, financial accounting, supervision and +risk control procedures of our wealth management activities, so as to standardise our financial +product investments. Our investment strategy is grounded in the principles of compliance, safety and +effectiveness. The types of wealth management pr oducts we choose are low-risk products with high +safety and good liquidity. Adhering to prudent investment principles, we conduct investment +activities with an aim to improve capital utilisatio n efficiency and investmen t returns on cash assets. +Major investment decisions are subject to approval by our Board. Our Board is responsible for +overseeing all significant investment activities, i ncluding reviewing and ev aluating the feasibility, +risks and expected returns of our investments, as well as monitoring the implementation of +investment plans. +Our finance department manages fund products and wealth management portfolio based on the +specific investment plans, primarily including the preparation of investment feasibility analysis, +handling wealth management products, and con ducting accounting pro cedures. We maintain +oversight of wealth management products, including monitoring and evaluating the performance of +wealth management products. In addition, we adhere to all applicable laws, regulations, and +management policies regarding the proper d isclosure of investment information. +Our senior management team possess substantia l investment expertise. Our chief financial +officer, Mr. Wang Hao, has 20 years of experie nce in financial management and corporate +governance. See ‘‘Directors and Senior Management.’’ +Following the Listing, our investments in financial products will be conducted in accordance +with the provisions of Chapter 14 of the Listing Rules. +Prepayments, other receivables and other assets +Our prepayments, other receivables and othe r assets mainly consisted of (i) prepayment for +acquisition of non-current assets, mainly relating to prepayments for acquisition of equipment for +our manufacturing bases, (ii) VAT recoverable, mainly representing VAT recoverable relating to +purchase of equipment, (iii) prepayments for materi als and others, mainly relating to raw materials, +(iv) other receivables, mainly relating to lease d eposits and (v) deferred listing expenses. The +following table sets forth the breakdown of our pre payments, other receivables and other assets as at +the dates indicated. +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Prepayment for acquisition of non-current assets . . . . . . . . . . . 1,279,387 1,095,461 147,205 +V A Tr e c o v e r a b l e ................................. 3 7 8 , 9 0 8 7 3 3 , 7 6 2 6 5 1 , 2 0 5 +P r e p a y m e n t sf o rm a t e r i a l sa n do t h e r s................... 3 2 , 6 5 5 4 4 , 2 5 7 5 8 , 3 5 1 +O t h e rr e c e i v a b l e s ................................. 8 , 7 2 2 1 8 , 7 8 4 3 3 , 2 7 0 +D e f e r r e dl i s t i n ge x p e n s e ............................. — — 1 9 , 2 4 7 +L e s s :a l l o w a n c ef o ri m p a i r m e n t ....................... ( 4 6 6 ) ( 9 2 2 ) ( 1 , 6 7 1 ) +Total .......................................... 1,699,206 1,891,342 907,607 +FINANCIAL INFORMATION +–2 4 5– + + +--- page 255 --- +Our prepayments, other receivables and othe r assets increased by 11.3% from RMB1,699.2 +million as at 31 December 2023 to RMB1,891.3 millio n as at 31 December 2024, primarily due to an +increase in VAT recoverable resulting from an increase in purchased equipment, which led to +increase in outstanding input VAT yet to be credited. +Our prepayments, other receivables and other assets decreased by 52.0% from RMB1,891.3 +million as at 31 December 2024 to RMB907.6 millio n as at 31 December 2025, primarily due to +decrease in prepayment for acquisition of non-current assets as our manufacturing base was in the +equipment installation phase, resulting i n less demand for purchase of equipment. +As at 30 April 2026, RMB136.2 million, or 15.0% of our prepayments, other receivables and +other assets as at 31 December 2025, had been subsequently settled. +Inventories +Our inventories primarily consisted of (i) ra w materials, (ii) semi-finished goods, and (iii) +finished goods. The table below sets forth a breakdown of our inventories as at the dates indicated. +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +R a wm a t e r i a l s ................................... 2 0 8 , 0 9 4 2 8 9 , 5 6 0 3 2 2 , 1 7 7 +S e m i - f i n i s h e dg o o d s ............................... 1 2 8 , 5 7 4 1 1 1 , 2 7 7 1 6 8 , 7 9 4 +F i n i s h e dg o o d s ................................... 1 0 3 , 2 8 2 1 6 2 , 8 8 5 3 3 6 , 6 4 1 +L e s s :p r o v i s i o nf o ri m p a i r m e n t ........................ ( 4 3 , 0 8 6 ) ( 4 5 , 6 5 9 ) ( 6 5 , 2 3 1 ) +Total .......................................... 396,864 518,063 762,381 +Our inventories increased by 30.5% to RMB5 18.1 million as at 31 December 2024, and further +increased by 47.2% to RMB762.4 million as at 31 Dece mber 2025, primarily due to our expansion in +production scale to meet customer demands. +Our finished goods increased from RMB1 62.9 million in 2024 to RMB336.6 million in 2025, +was primarily due to (i) the expansion of our produ ction capacity which resulted in a higher volume +of finished goods on hand at year end, all of which were manufactured against specific customer +orders; and (ii) the commencement of vendor-managed inventory (‘‘ VMI’’) arrangements with +certain overseas customer in 2025, under which a pr e-agreed quantity of fi nished goods, jointly +determined with the relevant customer by ref erence to its near-term demand forecasts and +consumption schedules, was stored in proximity t o customer’s production facilities to ensure +continuity of supply for customer’s production operations, with revenue recognised only upon +formal customer acceptance. +We closely monitor our inventory levels to mainta in a reasonable level in response to changes in +customer demand and fluctuations of raw material prices. As at 31 December 2023, 2024 and 31 +December 2025, our provision for impairment o f inventories amounted to RMB43.1 million, +RMB45.7 million and RMB65.2 million, respectivel y, primarily relating to inventories that are +obsolete, slow-moving or no longer recoverable or suitable for use in production. +We believe that the existing provisions for impai rment of inventories are sufficient and that +there are no impairment issues with respect to our inventories. We measure inventories at the lower +of cost and net realizable value, and we assess the carrying value of inventories at each reporting date +on a product-by-product basis, taking into account aging profile, latest market prices, current +market conditions and customer-specific risk fact ors. The increase in inventories aged over one year +from RMB42.2 million as at 31 December 2024 to RMB141.0 million as at 31 December 2025 was +primarily attributable to (i) the inventories associa ted with a customer that experienced deteriorating +operating conditions in 2024, for which full impai rment provision had been recognised in 2024; (ii) a +slowdown in turnover of certain product models due to changes in end-market demand and customer +product iteration cycles, with such inventories continuing to be consumed or sold in the ordinary +course of business; and (iii) strategic forward procurement of raw materials to secure supply +continuity and lock in favorable input costs ahead of anticipated production requirements. We +conducted a detailed product-by-product impai rment assessment of all inventories aged over one +FINANCIAL INFORMATION +–2 4 6– + + +--- page 256 --- +year, as a result of which all inventories for which impairment indicators were identified have been +either fully provisioned or written off, with the c umulative provision of RMB65.2 million as at 31 +December 2025; the remaining i nventories aged over one year not subject to provision have been +assessed as recoverable or suitable for use in production. +The table below sets forth an ageing analysis o f our inventories as at the dates indicated. +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +W i t h i no n ey e a r.................................. 4 0 1 , 8 0 8 5 2 1 , 5 5 7 6 8 6 , 6 0 1 +O v e ro n ey e a r .................................... 3 8 , 1 4 2 4 2 , 1 6 5 1 4 1 , 0 1 1 +Total .......................................... 439,950 563,722 827,612 +The table below sets forth our average inventory turnover days for the years indicated. +Year ended 31 December +2023 2024 2025 +Average inventory turnover days (1) ..................... 8 0 . 7 7 2 . 6 7 9 . 5 +Note: +(1) Average turnover days of inventory is calculated based on the average balance of inventory divided by cost of sales for +the relevant year and multiplied by the number of days during such period. Average balance of inventory is calculated +by dividing the sum of inventory at the beginning and the end of the year by two. +Our average inventory turnover days remained generally stable at 80.7 days, 72.6 days and 79.5 +days in 2023, 2024 and 2025, respectively. +As at 30 April 2026, RMB742.4 million, or 97.4% of our inventories as at 31 December 2025 +had been sold or consumed subsequently. +Trade and Notes Receivables +Our trade and notes receivables primarily cons isted of the amounts due from customers for our +products in the ordinary course of business. +The table below sets forth the details of our trade and notes receivables as at the dates +indicated. +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +T r a d er e c e i v a b l e s ................................. 1 , 6 3 6 , 2 7 9 2 , 1 2 0 , 3 7 1 1 , 9 3 2 , 0 4 8 +N o t e sr e c e i v a b l e s ................................. 1 8 0 , 1 4 3 3 5 9 , 1 5 4 5 9 3 , 6 0 3 +L e s s :a l l o w a n c ef o ri m p a i r m e n t ....................... ( 4 3 , 1 7 3 ) ( 1 0 3 , 4 6 9 ) ( 4 5 , 5 9 2 ) +Total .......................................... 1,773,249 2,376,056 2,480,060 +Our trade and notes receivables increased by 34.0% to RMB2,376.1 million as at 31 December +2024, primarily due to an increase in trade receivables, which was in line with our revenue growth. +Our trade and notes receivables remained relativ ely stable at RMB2,376.1 million as at 31 December +2024 and RMB2,480.1 millio n as at 31 December 2025. +Our allowance for impairment increased fr om RMB43.2 million as at 31 December 2023 to +RMB103.5 million as at 31 December 2024, primarily due to (i) our full provision for trade +receivables of RMB50.0 million in 2024 relating to one customers experienced deterioration of +operating conditions, and (ii) an increase in use o f commercial acceptance bills with higher credit +risk by our customers. +FINANCIAL INFORMATION +–2 4 7– + + +--- page 257 --- +The table below sets forth an ageing analysis of o ur trade receivables as at the dates indicated. +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +W i t h i no n ey e a r.................................. 1 , 6 0 7 , 7 4 3 2 , 0 7 7 , 9 7 6 1 , 8 9 8 , 1 4 2 +O v e ro n ey e a rb u tw i t h i nt w oy e a r s .................... 7 , 6 7 5 2 3 , 6 8 7 8 , 6 2 4 +O v e rt w oy e a r sb u tw i t h i nt h r e ey e a r s ................... 4 , 7 4 4 1 , 2 3 2 7 , 3 2 5 +O v e rt h r e ey e a r s.................................. 1 6 , 1 1 7 1 7 , 4 7 6 1 7 , 9 5 8 +Total .......................................... 1,636,279 2,120,371 1,932,049 +We generally grant credit periods within 180 day s to our customers. We seek to maintain strict +control over our outstanding receivables. Over due balances are reviewed regularly by senior +management. For trade and notes receivables, we apply a simplified approach in calculating ECL +and recognise a loss allowance based on lifetime ECL at the end of each reporting period for the +Track Record Period. In calculating the ECL, we h ave established a provision matrix that is based +on our historical credit loss experience and external indicators, adjusted for forward-looking factors +specific to the debtors and the economic environment. See Note 3.2 of the Accountants’ Report in +Appendix I to this prospectus. +We believe there is no recoverability issue for our trade receivables based on the following: (i) +we have made sufficient provisio n for trade receivables; (ii) our evaluation of the good reputation +and historical credit standing of our customers; (iii) our purchase of trade receivable insurance based +on our assessment of recovery condition; and (iv) our measures to ensure the recovery of overdue +receivables. These include close monitoring of lon g-aged receivables, maintaining regular updates on +collection status, and actively engaging with cust omers regarding payment schedules and overdue +balances. +The table below sets forth our average trade and notes receivables turnover days for the periods +indicated. +Year ended 31 December +2023 2024 2025 +Average trade and notes receivables turnover days (1) . . . . . . . . 204.4 223.6 224.1 +Note: +(1) Average turnover days of trade and no tes receivables is calculated based on the average balance of trade and notes +receivables divided by revenue for the relevant year and multiplied by the number of days during such period. Average +balance of trade and notes receivables i s calculated by dividing the sum of trade and notes receivables at the beginning +and the end of the year by two. +Our average trade and notes receivables turnover days increased from 204.4 days in 2023 to +223.6 days in 2024, primarily due to ( i) longer customer acceptance cycles resulting from our product +iterations and upgrades in line with our business gr owth, as updated products typically require more +thorough customer testing and validation prior to payment; and (ii) prolonged customer payment +cycles, as intensified market competition for ba ttery separator industry has strengthened the +bargaining power of leading downstream customers, resulting of granting of extended credit terms to +key customers. In addition, the increased portion o f notes receivables as a settlement instrument by +our customers has extended the collection perio d as commercial accepta nce bills typically carry +maturities of three to six months from issuance. Our average trade and notes receivables turnover +days remained relatively stable at 223.6 days in 2024 and 224.1 days in 2025. +As at 30 April 2026, RMB1,477.5 million, or 59.6% of our trade and notes receivables as at 31 +December 2025, had been subsequently received. +FINANCIAL INFORMATION +–2 4 8– + + +--- page 258 --- +Trade and Notes Payables +Our trade and notes payables primarily represen ted payables to our suppliers for raw materials. +During the Track Record Period, our trade payables w ere non-interest bearing and the credit terms +offered to our Group were generally within 90 days. +The table below sets forth our trade and notes payables as at the dates indicated. +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +T r a d ep a y a b l e s ................................... 3 3 8 , 6 3 1 4 1 1 , 6 6 7 4 5 2 , 5 0 1 +N o t e sp a y a b l e s ................................... 1 3 9 , 8 2 3 1 2 0 , 6 1 4 2 1 7 , 1 9 8 +Total .......................................... 478,454 532,281 669,699 +Our trade and notes payables increased by 11.3% from RMB478.5 million as at 31 December +2023 to RMB532.3 million as at 31 December 2024 and further increased by 25.8% to RMB669.7 +million as at 31 December 2025, primarily due to an i ncrease in procurement of raw materials to +meet increasing customer demand. +The table below sets forth an ageing analysis of o ur trade payables as at the dates indicated. +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +W i t h i no n ey e a r.................................. 3 3 1 , 4 2 7 4 0 1 , 2 7 8 4 4 2 , 0 1 9 +O v e ro n ey e a rb u tw i t h i nt w oy e a r s .................... 6 , 3 2 4 7 , 4 1 8 7 , 1 4 2 +O v e rt w oy e a r sb u tw i t h i nt h r e ey e a r s ................... 6 0 8 2 , 3 4 9 1 , 3 5 6 +O v e rt h r e ey e a r s.................................. 2 7 2 6 2 2 1 , 9 8 4 +Total .......................................... 338,631 411,667 452,501 +The table below sets forth the average trade a nd bills payables turnover days for the years +indicated. +Year ended 31 December +2023 2024 2025 +Average trade and notes payables turnover days (1) .......... 1 0 9 . 9 7 3 . 1 6 8 . 7 +Note: +(1) Average turnover days of trade and notes payables is calculated based on the average balance of trade and notes +payables divided by cost of sales for the relevant year and mu ltiplied by the number of days during such period. Average +balance of trade and notes payables is c alculated by dividing the sum of trade and notes payables at the beginning and +the end of the year by two. +Our average trade and notes payables turnover days decreased from 109.9 days in 2023 to 73.1 +days in 2024 and further decre ased to 68.7 days in 2025, primarily because we streamlined our +procurement payment process. +As at 30 April 2026, RMB390.6 million, or 58. 3% of our trade and notes payables as at 31 +December 2025, had been subsequently paid. +FINANCIAL INFORMATION +–2 4 9– + + +--- page 259 --- +Other Payables and Accruals +Our other payables and accruals primarily comprise (i) payables for acquisition of non-current assets, +(ii) deferred government grants, (iii) settlement expenses for litigation, representing fees under our settlement +agreement with a competitor who sued us for alleged infringement, illegal acquisition of trade secrets and +unfair competition, (iv) endorsed notes receivable that have not been derecognized and not yet due, (v) +employee benefits payables, (vi) accrued listing expense, (vii) deposits received, representing +construction guarantee deposits, (viii) other t ax payables, and (ix) repurchase obligation for +restricted shares. The following table sets forth a breakdown of our other payables and accruals as at +the dates indicated. +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Payables for acquisition of non-current a ssets . . . . . . . . . . . . . 577,786 1,110,936 692,736 +D e f e r r e dg o v e r n m e n tg r a n t s .......................... 4 5 3 , 9 2 0 4 7 5 , 4 5 8 4 7 2 , 2 0 2 +S e t t l e m e n te x p e n s e sf o rl i t i g a t i o n...................... 1 0 7 , 6 5 7 — — +Endorsed notes receivable that have not been derecognized and +n o ty e td u e .................................... 6 5 , 5 1 2 1 6 0 , 3 5 0 1 9 5 , 3 9 9 +E m p l o y e eb e n e f i t sp a y a b l e s.......................... 5 6 , 2 6 0 6 1 , 8 5 5 8 5 , 0 3 9 +A c c r u e dl i s t i n ge x p e n s e............................. — — 3 , 1 8 6 +D e p o s i t sr e c e i v e d ................................. 2 1 , 5 7 7 1 5 , 0 0 4 1 5 , 5 7 0 +O t h e rt a xp a y a b l e s................................ 2 7 , 6 1 6 1 6 , 2 6 4 1 5 , 4 6 4 +R e p u r c h a s eo b l i g a t i o nf o rr e s t r i c t e ds h a r e s............... 3 7 , 7 8 1 1 2 , 4 5 6 — +O t h e r s ......................................... 2 7 , 8 5 4 2 8 , 6 5 0 8 , 1 2 4 +Total .......................................... 1,375,963 1,880,973 1,487,720 +Our other payables and accruals increase d by 36.7% from RMB1,376.0 million as at 31 +December 2023 to RMB1,881.0 million as at 31 December 2024, primarily due to (i) an increase in +payables for acquisition of non-current assets for manufacturing bases, and (ii) an increase in +endorsed notes receivable we used to settle payment s with suppliers that have not been derecognized +and not yet due. +Our other payables and accruals decrease d by 20.9% from RMB1,881.0 million as at 31 +December 2024 to RMB1,487.7 million as at 31 D ecember 2025, primarily due to a decrease in +payables for acquisition of non-c urrent assets as a result of the settlement with construction and +equipment suppliers as the constructio n of our manufacturing base progressed. +As at 30 April 2026, RMB338.3 million, or 22.7% of our other payables and accruals as at 31 +December 2025, had been subsequently paid. +INDEBTEDNESS +The following table sets forth the breakdown of our indebtedness as at the dates indicated. +As at 31 December +As at +30 April +2023 2024 2025 2026 +RMB’000 RMB’000 RMB’000 RMB’000 +(unaudited) +Current +Borrowings . . . . . . . . . . . . . . . . . . . . . . . 2,598,947 4,105,067 5,748,288 5,832,203 +L e a s el i a b i l i t i e s ..................... 3 , 8 6 2 1 8 , 6 4 6 2 4 , 1 0 2 2 7 , 2 4 6 +Non-current +Borrowings . . . . . . . . . . . . . . . . . . . . . . . 3,411,636 6,278,987 6,361,445 7,481,882 +Lease liabilities. . . . . . . . . . . . . . . . . . . . . 37,134 299,858 281,768 265,307 +Total ............................ 6,051,579 10,702,558 12,415,603 13,606,638 +Borrowings +As at 31 December 2023, 2024 and 2025, our Gro up had borrowings of RMB6,010.6 million, +RMB10,384.1 million and RMB12,109.7 million, respectively, while eff ective interest rates range of +2.40% to 4.25%, 2.28% to 5.59% and 1.96% to 4.14% per annum, respectively. +FINANCIAL INFORMATION +–2 5 0– + + +--- page 260 --- +The table below sets forth the breakdown our borrowings as at the dates indicated. +As at 31 December +As at +30 April +2023 2024 2025 2026 +RMB’000 RMB’000 RMB’000 RMB’000 +(unaudited) +Current +Secured borrowing: +Short-term bank borrowings . . . . . . . . . . . . . . . . . — — 29,999 — +Advance from banks on discounted notes recei vables 1,418,330 2,509,090 2,350,997 1,512,324 +Current portion of long-term bank borrowings . . . . 639,686 607,622 1,300,970 1,259,405 +Current portion of long-term other borrowings . . . . — — 171,747 195,597 +Unsecured borrowing: +Short-term bank borrowings . . . . . . . . . . . . . . . . . 328,931 752,870 1,637,146 2,226,552 +Current portion of long-term bank borrowings . . . . 212,000 134,000 190,050 638,325 +Current portion of long-term other borrowings . . . . — 101,485 67,379 — +Non-current +Secured borrowing: +Non-current portion of long-term bank borrow ings . 2,843,824 5,518,518 4,213,109 5,434,901 +Non-current portion of long-term ot her borrowings . — — 609,987 626,123 +Unsecured borrowing: +Non-current portion of long-term bank borr owings . 80,000 279,000 1,112,298 991,058 +Non-current portion of long-term other bo rrowings . 487,812 481,469 426,051 429,800 +Total .................................. 6,010,583 10,384,054 12,109,733 13,314,085 +Our secured borrowings were mainly secured by bank deposits and time deposits, trade and +notes receivable, property, plant and equipment and prepaid land lease payments. See Note 30 of the +Accountants’ Report in Appe ndix I to this prospectus. +Our bank borrowings contain standard terms, co nditions and covenants that are customary for +commercial bank loans. We also undertake financ ial covenants that requ ire us to meet certain +financial ratio requirements, such as debt ratio, interest coverage ratio and net cash flow, in our +agreements. Our Directors confirm that we did not experience any difficulty in obtaining +borrowings, default in payments of borrowings, or breach of covenants and we did not experience +any difficulty in obtaining additional debt or equity financing due to any breaches during the Track +Record Period and up to the Latest Practicable Date. +Our advances from banks on discounted notes receivable mainly represented (i) the note +receivables and letters of credit discounted to bank s, and (ii) factoring financing borrowings, mainly +arising from intragroup transactions among mem bers of the Group, which were eliminated in full on +consolidation. +Our advances from banks on discounted notes re ceivables increased from RMB1,418.3 million +as at 31 December 2023 to RMB2,509.1 million as at 3 1 December 2024, primarily to support our +operation. Our advances from banks to discounted notes receivables remained relatively stable at +RMB2,509.1 million in 2024 and RMB2,3 51.0 million in 2025, respectively. +Our other borrowings primarily comprised (i) finance leases, arising from our sale and +leaseback arrangements for produ ction equipment, and (ii) equity investments from third-party +investors in certain of our subsidiaries with share repurchase options upon the investors’ request. +As at 30 April 2026, the total bank facilities were RMB15,889.4 million, of which RMB9,552.4 +million were utilised and RMB6,337.0 million remained available. +Since 30 April 2026 and up to the Latest Practicable Date, we incurred additional bank +borrowings of RMB86.0 million. +FINANCIAL INFORMATION +–2 5 1– + + +--- page 261 --- +Lease Liabilities +During the Track Record Period, our lease liabilities were p rimarily in relation to our leased +properties and buildings used in our operation s. Our lease liabilities increased from RMB41.0 +million as at 31 December 2023 to RMB318.5 millio n as at 31 December 2024, primarily due to an +increase in leased properties and building for pr oduction and operations. Our lease liabilities +remained relatively stable at RMB318.5 millio n as at 31 December 2024 and RMB305.9 million as at +31 December 2025, respectively. +Indebtedness Statement +As at the Latest Practicable Date, other than as disclosed above, we did not have any other +borrowings, charges, mortgages, debentures or debt securities issued or outstanding, or authorised +or otherwise created but unissued, or other similar i ndebtedness, hire purc hase and finance lease +commitments, liabilities under accep tance, acceptance credits, an y guarantees or other material +contingent liabilities. Other than disclosed ab ove, 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 Peri od and up to the Latest Practicable Date. +Other than disclosed above, since 30 April 2026 and up to the date of this prospectus, the +Directors confirm that, there had not been any material change in our indebtedness and contingent +liabilities. +KEY FINANCIAL RATIOS +The following table sets forth our key financial ratios as at the dates or for the years indicated: +As at/Year ended 31 December +2023 2024 2025 +Gross profit margin (1) .............................. 4 3 . 3 % 2 8 . 1 % 2 1 . 7 % +N e tp r o f i tm a r g i n(2) ............................... 1 9 . 9 % 1 0 . 6 % 3 . 5 % +Return on equity (3) ................................ 6 . 4 % 3 . 7 % 1 . 4 % +Current ratio (4) ................................... 1 . 8 1 . 2 0 . 8 +Liability-to-asset ratio (5) ............................ 4 4 . 5 % 5 6 . 9 % 5 9 . 1 % +Gearing ratio (6) .................................. 6 0 . 8 % 1 0 7 . 3 % 1 2 2 . 4 % +Interest coverage ratio (7) ............................ 8 . 4 4 . 1 1 . 6 +Notes: +(1) Gross profit margin was calculated based on gross pro fit divided by revenue for the respective year/period and +multiplied by 100%. +(2) Net profit margin was calculated based on net profit divided by revenue for the respective year/period and multiplied by +100%. +(3) Return on equity was calculated based on net profit of t he respective year, divided by the arithmetic mean of the +opening and closing balances of tot al equity and multiplied by 100%. +(4) Current ratio was calculated based on t he total current assets divided by the to tal current liabilities as at the relevant +dates. +(5) Liability-to-asset ratio was calculated based on total li abilities divided by total asset s as of the relevant dates and +multiplied by 100%. +(6) Gearing ratio equals total debt, including total borrowings a nd lease liabilities, for the period divided by total equity for +the period and multiplied by 100%. +(7) Interest coverage ratio represents profit before finance costs (expensed only) and income tax divided by finance costs +(expensed only) for the relevant period. +Gross Profit Margin +See ‘‘— Results of Operations ’’ for a discussion of the factors affecting our gross profit margin +during the Track Record Period. +Net Profit Margin +See ‘‘— Results of Operations ’’ for a discussion of the factors affecting our net profit margin +during the Track Record Period. +FINANCIAL INFORMATION +–2 5 2– + + +--- page 262 --- +Return on Equity +Our return on equity decreased from 6.4% in 2023 to 3.7% in 2024, and further decreased to +1.4% in 2025, primarily due to a decrease in net profit. +Current Ratio +Our current ratio decreased from 1.8 as at 31 December 2023 to 1.2 as at 31 December 2024 and +further decreased to 0.8 as at 31 December 2025, pr imarily due to an increase in borrowings mainly +for construction of manufacturing bases. +Liability-to-asset Ratio +Our liability-to-asset ratio increased fro m 44.5% as at 31 December 2023 to 56.9% as at 31 +December 2024, and further increased to 59.1% as at 31 December 2025, primarily due to an increase +in borrowings mainly for construction of manufacturing bases. +Gearing Ratio +Our gearing ratio increased from 60.8% as at 31 December 2023 to 107.3% as at 31 December +2024, and further increased to 122.4% as at 31 December 2025, primarily due to an increase in +borrowings to support the construction of our manufacturing bases and supplement our working +capital. +Interest Coverage Ratio +Our interest coverage ratio decreased from 8.4 in 2023 to 4.1 in 2024 and further decreased to +1.6 in 2025, primarily due to (i) a decrease in profit before finance costs and income tax expenses +resulting from an increase in cost of sales and (ii) an increase in finance costs resulting from an +increase in interest expense on bank borrowings. +RELATED PARTY TRANSACTIONS +Our Directors confirm that each of the related party transactions set out in Note 39 of the +Accountant’s Report in Appendix I to this prospectus were conducted on arm’s length basis and on +normal commercial terms, which are considered fair, reasonable and in the interest of our +Shareholders as a whole. +For details of such transactions, please see No te 39 of the Accountants Report in Appendix I to +this prospectus. +CAPITAL EXPENDITURES +Our capital expenditure primarily consisted o f (i) payment and prepayment for purchase of +property, plant and equipment related to the construction of our manufacturing bases, (ii) purchase +of intangible assets, and (iii) additions to right-o f-use assets. The table below sets forth our capital +expenditures for the periods indicated. +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Payment and prepayment for purchase of property, plant and +e q u i p m e n t .................................... 3 , 9 5 0 , 7 2 6 4 , 5 4 8 , 5 7 0 3 , 7 3 7 , 3 2 2 +P u r c h a s eo fi n t a n g i b l ea s s e t s ......................... 2 9 3 4 , 0 5 8 1 6 , 0 3 8 +A d d i t i o n st or i g h t - o f - u s ea s s e t s ....................... 2 5 8 , 7 5 0 — 2 7 , 5 6 6 +Total .......................................... 4,209,769 4,552,628 3,780,926 +Our capital expenditures were RMB4,209. 8 million, RMB4,552.6 million and RMB3,780.9 +million in 2023, 2024 and 2025, respectively. We plan to finance such capital expenditures through +cash generated from our operations, bank loans and the net proceeds from the Global Offering. Our +actual capital expenditures may differ from the amounts set forth above due to various factors, +including our future cash flows, results of operations and financial condition. +FINANCIAL INFORMATION +–2 5 3– + + +--- page 263 --- +CAPITAL COMMITMENTS +As at 31 December 2023, 2024 and 2025, our cap ital commitments amounted to RMB3,517.0 +million, RMB4,780.6 million and RMB2,169.5 million, pr imarily related to the construction of our +manufacturing bases. +CONTINGENT LIABILITIES +Save as disclosed in Note 7 of the Accountants’ Report in Appendix I to this prospectus, as at +31 December 2023, 2024 and 2025, we did not have any o ther material contingent liabilities. As at the +Latest Practicable Date, there have been no m aterial changes to our contingent liabilities. +OFF-BALANCE SHEET ARRANGEMENTS +As at the Latest Practicable Date, we did not e nter into any off-balance sheet transactions or +arrangements. +DISCLOSURE ABOUT FINANCIAL RISK +We are exposed to various types of financial risks in the ordinary course of our business, +including foreign currency risk, price risk, intere st rate risk, credit risk and liquidity risk. For more +information, please see Note 42 of the Accounta nts’ Report in Appendix I to this prospectus. +Foreign Currency Risk +Foreign currency risk refers to the risk that th e fair value or future cash flows of a financial +instrument will fluctuate because of changes in foreign exchange rates. +Price Risk +We are exposed to equity price risk mainly arising from listed equity investments held by us +that are classified as FVTPL. To manage its price ri sk arising from investments, we diversify our +portfolio. Diversification of the portfolio is do ne in accordance with the limits set by us. Each +investment is managed by senior man agement on a case-by-case basis. +Interest rate risk +Our interest rate risk primarily arises from long -term interest-bearing borrowings, corporate +bonds and lease liabilities. Long-term borrowings issued at variable rates expose us to cash flow +interest rate risk. Long-term borrowings issued at fi xed rates, corporate bonds and lease liabilities +bearing fixed rates expose us to f air value interest rate risk. +We have been monitoring the level of interest rates. The increase in the interest rates will +increase the interest costs of borrowings at variable rates, which will further impact our +performance. +Credit risk +Credit risk refers to the risk that the counterp arty to a financial instrument would fail to +discharge its obligation under the terms of the fin ancial instrument and cause a financial loss. Our +exposure to credit risk mainly arises from granting credit to customers in the ordinary course of our +operations and from our investing activities. +Our maximum exposure to credit risk is represented by the carrying amount of each financial +asset measured at amortised cost and trade and not es receivables measured at FVTOCI as disclosed +in Note 42 of the Accountants’ Report in Appendix I to this prospectus. We do not hold any +collateral or other credit enhancements to cover our credit risks associated with its financial assets. +Liquidity risk +We aim to maintain sufficient cash and cash eq uivalents. Due to the dynamic nature of the +underlying businesses, we maintain flexibility in funding by maintaining adequate balances of such. +FINANCIAL INFORMATION +–2 5 4– + + +--- page 264 --- +DIVIDEND POLICY +In determining the level of divid ends, our Board takes into account a range of factors, including +our industry characteristics, business development stage, business model, profitability level, capital +requirements for our business operations and expansion, and any other factors that our Board may +deem relevant. On the basis of these considerations, in principle, we intend to distribute dividends in +cash. While we do not maintain a fixed dividend payout ratio, our Board is committed to providing +reasonable and sustainable returns to our Shareholders. Subject to PRC laws and regulations, +including the PRC Company Law ( 《中華人民共和國公司法》) and the No.3 Guideline for the +Supervision of Listed Companies — Cash Dividen d Distribution of Listed Companies (2025) ( 《上市 +公司監管指引第3號 — 上市公司現金分紅（2025 年）》), and Articles 168 through 175 of the Articles of +Association, in principle, we shall distribute dividends in cash. The profit distributed in cash in any +single year shall not be less than 10% of the distri butable profit realised for that year. Within any +three consecutive years, our distributed cumulati ve profits in cash shall not be less than 30% of the +average distributable profits realised in the lates t three years. The specific dividend ratios shall be +determined by our Board according to relevant regulations and our operating conditions, and shall +be approved at our general meeting. +Although currently we do not have a formal dividend policy, any future plan to pay dividends +will be made at the discretion of our Board of Directors subject to approval of our Shareholders and +the compliance with our Articles of Association a nd relevant regulatory requirement. Even if we +decide to pay dividends, the form, frequency and amount may be based on a number of factors, +including our future operations and earnings, capital requirements and surplus, general financial +condition, contractual restrictions and other factors that the Board of Directors may deem relevant. +During the Track Record Period, we declared and paid dividends to our Shareholders as +follows: +Y e a re n d e d3 1D e c e m b e r +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +F i n a ld i v i d e n d s ......................................... 1 2 7 , 9 3 1 2 9 5 , 3 8 2 6 6 , 5 9 5 +Subsequent to 31 December 2025, our Directors proposed a final dividend in respect of the year +ended 31 December 2025, amounting to approximately RMB13,259 thousand in aggregate, which +was subsequently settled in May 2026. +PROPERTY INTERESTS AND VALUATION OF PROPERTIES +Knight Frank Petty Limited, an i ndependent qualified p roperty valuer, va lued our selected +property interests as at 30 April 2026 at RMB419. 0 million. Details of the valuation are summarised +in Appendix III to this prospectus. The following ta ble sets out the reconciliation between the net +carrying amount of the property as of 31 December 2025 as extracted from the Accountants’ Report +in Appendix I to this document and the property valuation report as set out in Appendix III to this +document as at 30 April 2026 : +RMB’000 +N e tc a r r y i n ga m o u n to ft h es u b j e c tp r o p e r t ya so f3 1D e c e m b e r2 0 2 5 ......... 3 3 2 , 7 2 0 +A d d :C h a n g e si nf a i rv a l u e ....................................... 8 6 , 2 8 0 +Valuation of the subject property as at 30 April 2026, as set out in Appendix III . 419,000 +DISTRIBUTABLE RESERVES +As at 31 December 2025, we had retained ea rnings of RMB2,010.8 million under IFRS +Accounting Standards, as reserves available for distribution to our shareholders. +FINANCIAL INFORMATION +–2 5 5– + + +--- page 265 --- +LISTING EXPENSES +Listing expenses represent professional fees , underwriting commission and fees incurred in +connection with the Listing and the Global Offe ring. Our listing expenses are estimated to be +approximately HK$79.9 million (incl uding underwriting commission), accounted for 5.9% of the +gross proceeds of the Global Offering, assuming that an Offer Price of HK$8.98 per Share, among +which, approximately HK$73.6 million is directly a ttributable to the issuance of Shares and will be +charged to equity upon completion of the Listin g, and approximately HK$6.3 million has been or +will be charged to our consolidated statement of comprehensive income. The listing expenses we +expect to incur would consist of (i) approximate ly HK$40.4 million underwriting related expenses +and fees (including underwriting commissions, SF C transaction levy, Stock Exchange trading fee +and AFRC transaction levy), and (ii) approxima tely HK$39.5 million non-underwriting-related +expenses and fees (including (a) fees and expense s of legal advisers and accountants of approximately +HK$26.8 million and (b) other fees and expenses of HK$12.7 million). +The listing expenses above are the latest practic able estimate for reference only, and the actual +amount may differ from this estimate. +DISCLOSURE REQUIRED UNDER THE LISTING RULES +The Directors have confirmed that as at the La test Practicable Date, they were not aware of +any circumstances that would give rise to a disclo sure requirement under Rules 13.13 to Rules 13.19 +of the Listing Rules. +UNAUDITED PRO FORMA ADJUSTED NET TANGIBLE ASSETS +Please refer to ‘‘ Unaudited Pro Forma Financial Information ’’ set out in Appendix II to this +prospectus. +RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE +At the 23rd meeting of the Board of Directors held on 24 March 2026, the Company approved +the proposal on the registration and issuance of Science and Technology Innovation Bonds. The +Company intends to apply to the National Associat ion of Financial Market In stitutional Investors +(NAFMII) for registration to issue Science and Technology Innovation Bonds with an aggregate +principal amount not ex ceeding RMB1.5 billion. The Company will determine the timing and +frequency of issuance (whether in a single tranche or multiple tranches) within the registered amount +and validity period based on its actual funding re quirements and prevailing market conditions. The +final registered amount shall be as specifie d in the registration notice issued by NAFMII. +The Directors confirm that, up to the date of this prospectus, there has been no material +adverse change in our financial or trading position since 31 December 2025, and there is no event +since 31 December 2025 which would materially a ffect the information shown in the Accountants’ +Report in Appendix I to this prospectus. +Unaudited Financial Information for the Three Months Ended 31 March 2026 +For a description of our unaudited financial information for the three months ended 31 March +2026, please refer to ‘‘Summary — Recent Dev elopment and No Material Adverse Change — +Unaudited Financial Information for the Three Months Ended 31 March 2026.’’ +FINANCIAL INFORMATION +–2 5 6– + + +--- page 266 --- +FUTURE PLANS +See ‘‘Business — Our Growth Strategies ’’ for a detailed description of our future plans. +USE OF PROCEEDS +Assuming the Offer Price is HK$8.98 per Offe r Share, after deducting underwriting +commissions, fees, and estimated e xpenses payable by us in connec tion with the Global Offering, +we estimate that the net proceeds we receive from the Global Offering will be approximately +HK$1,262.9 million. +We intend to use the net proceeds for the following purposes, subject to adjustments based on +our ongoing business needs and changing market conditions: +. approximately 28.0%, or HK$353.6 million, is planned to be used for the research and +development of solid-state ba ttery related products, other functional membranes and +next-generation lithium-ion battery separator products. We believe such investment will +enhance our product offerings and better position us to capitalise on the future +opportunities. +o approximately 17.0%, or HK$214.7 million, of the net proceeds is planned to be +allocated for the research and developm ent of products related to solid-state +batteries, including, among others, the procurement of relevant R&D materials and +equipment, and the training of releva nt R&D personnel. We believe solid-state +batteries represent the future direction o f the battery industry and other related +industries. Through the above R&D effort s, we aim to further enhance our future +competitiveness through systematically de veloping solid-state battery materials, +solid-state electrolyte membrane and semi-so lid-state electrolyte separator, as well as +launching new products. +o approximately 6.0%, or HK$75.8 million, of the net proceeds is planned to be +allocated for the research and develo pment of other functional membranes, +including but not limited to gas separation membranes, heat exchange membranes, +cationic and anionic membranes and wa terproof and breathable membranes. +Specifically, the proceeds will be used fo r, among others, the construction of the +pilot production lines in Shenzhen, the pr o c u r e m e n to fr e l e v a n tR & Dm a t e r i a l sa n d +equipment and intellectual property-related costs. Through the above investment, we +intend to further strengthen our product o fferings in other functional membranes. +o approximately 5.0%, or HK$63.1 million, of the net proceeds is planned to be +allocated for the research and developmen t of next-generation lithium-ion battery +separator products. Specifically, we pla n to use the proceeds for the necessary +research and development equipment and ma terials, as well as the relevant testing +expenses. Through the above investment, we aim to seize the market opportunities +for high-performance and high-safety battery separators and meet the demands from +our leading customers. +. approximately 27.0%, or HK$341.0 million, of th e net proceeds is planned to be allocated +for the expansion of our overseas network, specifically for the construction of our +manufacturing bases in Malaysia and the U.S. According to Frost and Sullivan, there +exists a supply-demand gap in overseas mark ets due to limited local production capacity +for separators. As global adoption of EVs accelerates, we believe this supply shortfall +continues to drive strong international dem and. However, as geopolitical risks and the +threat of supply chain disruptions increase , overseas customers have actively sought +support from local separator suppliers. We be lieve our strategic international presence +and significant overseas production capacity position us well to serve the overseas +markets. By drawing on our extensive experie nce with leading international customers, we +are able to bridge the supply-demand gap, secure long-term relationships with key +customers and further strengthen our role in the global value chain, thereby enhancing +FUTURE PLANS AND USE OF PROCEEDS +–2 5 7– + + +--- page 267 --- +our global competitiveness. Taking the above into consideration, we plan to actively +expand our international presence through construction of the following overseas +facilities: +o approximately 12.0%, or HK$151.5 million, of the net proceeds is planned to be +allocated for the construction of our Malays ia manufacturing base, specifically for +the procurement of necessary equipment. See ‘‘ Business — Manufacturing — Planned +Manufacturing Facilities ’’ for details of our Malaysia manufacturing base. The total +investment for the Malaysia manufactur ing base is approximately HK$5,747.3 +million, with a total construction period of approximately three years. The primary +raw materials for our Malaysian manufac turing base will be sourced from Chinese +Mainland and certain overseas countries, such as Korea. We expect minimal barriers +or additional costs for importing materials since there are relevant trade agreement +between Chinese Mainland and Malaysia, a member of the Association of Southeast +Asian Nations (ASEAN). We believe that this investment will incr ease our overseas +production capacity and thereby accelerate our overseas market penetration. As at +31 December 2025, approximately HK$3, 904.5 million has been invested in the +relevant construction. The additional funding required for the construction will be +sourced from the proceeds of the Global Depository Receipts (‘‘ GDR’’) issuance, +secured bank loans and funds raised privately through A-shares offerings. +o approximately 15.0%, or HK$189.4 million, of the net proceeds is planned to be +allocated for the construction of our U.S. manufacturing base, including the +construction of the relevant facilities, procurement of necessary equipment and +software, as well as the trial production s. We commenced the construction of our +U.S. manufacturing base in January 2025 in response to the anticipated increase in +demand in the U.S. battery separator market, driven by growth in new energy +vehicles and storage energy. See ‘‘ Business — Manufacturing — Planned +Manufacturing Facilities ’’ for details of our U.S. manufacturing base. The total +investment for the U.S. manufacturing ba se is approximately HK$1,041.2 million. +We expect to complete the constructio n and commence production by the end of +2026. The main raw materials, which are base films, are planned to be sourced from +Malaysia with very limited trade restricti ons affecting these imports into the US and +no expected changes to the Group’s cost structure. As of 31 December 2025, +approximately HK$715.8 million has been inve sted in the relevant construction. The +additional funding required for the const ruction will be sourced from the proceeds of +the GDR issuance and secured bank loans: +— approximately 10.5%, or HK$132.2 milli on, of the net proceeds is planned to +be allocated to the procurement of necessary equipment, including but not +limited to the coating equipment, slitti ng equipment and pulping equipment. +— approximately 2.7%, or HK$34.5 millio n, of the net proceeds is planned to be +allocated to the construction of the U.S. r elevant facilities, primarily consisting +of the cleanroom turnkey project payment. +— approximately 1.5%, or HK$19.5 millio n, of the net proceeds is planned to be +a l l o c a t e dt of u n dt h er e l e v a n ts i t er e n t a lc o s t s .S e e‘ ‘Business — Properties — +Leased Properties ’’ for details. +— approximately 0.3%, or HK$3.2 million, of the net proceeds is planned to be +invested in the SAP software, which i s a well-known enterprise resource +planning (ERP) software for business operations management and customer +relation maintenance, as well as in the production line commissioning. +FUTURE PLANS AND USE OF PROCEEDS +–2 5 8– + + +--- page 268 --- +. approximately 20.0%, or HK$252.6 million, i s planned to be used for investments in +companies specialising in new battery se parator materials and semiconductor to +strengthen our core technologies and establish a second growth curve through +broadening our product portfolio. In selecting potential acquisition targets, we will +apply both quantitative and qualitative criteria, focusing on (i)manufacturers within the +new materials and semiconductor sectors, (ii) entities with a proven track record of +industry-leading technological innovatio n, (iii) favourable geographic presence, +particularly in markets demonstrating strong growth potential or complementing our +existing operations, (iv) a scale of operation s conducive to meaningful synergies, and (v) +robust financial performance as evidence d by revenue growth, profitability, and +operational stability. According to Frost & S ullivan, while high-quality targets that +meet these criteria are limited due to the ni che and rapidly evolving nature of these +sectors, opportunities exist because emerging innovative companies continually enter the +market. In terms of investment approach, we p lan to retain flexibility by considering both +majority and minority equity s takes, acquired either thro ugh direct acquisitions or +collaborative arrangements, such as joint ventures or strategic partnerships, depending on +the suitability and negotiation outcome with specific target company. The proposed +investments are initially expected to increase the Group’s cost due to up-front outlays and +integration costs. However, over the medium to long term, these inve stments are intended +to enhance the Group’s operational efficiency, diversify revenue streams and enable +greater access to advanced technologies, which is anticipated to support sustainable cost +competitiveness and maintain overall cost dis cipline. As at the Latest Practicable Date, we +have not yet identified any suitable target for such investment. +. approximately 15.0%, or HK$189.4 million, is planned to be used for the repayment of +the fixed asset loan for our Sweden manufacturing base. In February 2024, we secured a +loan of €140 million from the China Merchants Bank Co., Ltd., Luxemburg with a +maturity period of five years. The interest rate is based on the six-month Euro Interbank +Offered Rate plus an additional 150 basis points. As at 31 December 2025, the principal +amount of €15 million has been repaid. +. approximately 10.0%, or HK$126.3 million, is planned to be allocated for general +working capital and general corporate purposes. +The above allocation of the net proceeds from the Global Offering will be adjusted on a pro +rata basis in the event that the Offer Price is fi xed at a lower level compared to the maximum Offer +Price stated in this prospectus. +If the net proceeds are insufficient to fund our development plans, we intend to make up the +shortfall through various means, including b ank financing and available cash reserves. +To the extent that the net proceeds from the Globa l Offering are not immediately required for +the above purposes and to the extent permitted by the relevant law and regulations, we will only +place the net proceeds from the Global Offering in short-term interest-bearing accounts at licensed +commercial banks and/or other authorised financi al institutions (as defined under the SFO or the +applicable laws and regulations in other jurisdi ctions). In the event that we require funds for the +aforementioned purposes and are unable to imm ediately access the net proceeds from the Global +Offering, we will utilise self-raised funds to meet the r elevant financial needs. These self-raised funds +will be subsequently reimbursed with the net proceeds once they become available. +If there are any actual changes to the intende d use of the aforementioned proceeds, we will +make appropriate announcements. +FUTURE PLANS AND USE OF PROCEEDS +–2 5 9– + + +--- page 269 --- +HONG KONG UNDERWRITERS +China Securities (International ) Corporate Finan ce Company Limited +Huatai Financial Holdings (Hong Kong) Limited +China International Capital Corpo ration Hong Kong Se curities Limited +ICBC International Securities Limited +Vast Harbour Securities Limited +CMBC Securities Company Limited +Jinluo Securities Limited +New Industrial Financial Holdings Limited +China Industrial Securities International Capital Limited +Futu Securities International (Hong Kong) Limited +Tiger Brokers (HK) Global Limited +UNDERWRITING ARRANGEMENTS AND EXPENSES +Hong Kong Public Offering +Hong Kong Underwriting Agreement +Pursuant to the Hong Kong Underwriting Agreement, our Company has agreed to offer the +Hong Kong Offer Shares for subscription by th e public in Hong Kong on and subject to the terms +and conditions of the Hong Kong Underwriting Agreement and this prospectus. +Subject to (a) the Stock Exchange granting approval for the listing of, and permission to deal +in, our H Shares in issue and to be issued pursuant to the Global Offering on the Main Board as +mentioned in this prospectus and such approval not having been withdrawn; and (b) certain other +conditions set out in the Hong Kong Underwriting A greement (including, among others, the Overall +Coordinators (for themselves and on behalf of th e Underwriters) and the Company, agreeing upon +the Offer Price), the Hong Kong Underwriters have agreed, severally but not jointly, to subscribe, or +procure subscribers to subscribe, for the Hong Ko ng Offer Shares which are being offered but are +not taken up under the Hong Kong Public Offering on the terms and subject to the conditions set out +in 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 obligations of the Hong Kong Underwriters to subscribe or procure subscribers for the +Hong Kong Offer Shares under the Hong Kong Underwriting Agreement are subject to termination. +If at any time prior to 8 : 00 a.m. on the day that trading in the H Shares commences on the Stock +Exchange: +(1) there develops, occurs, exists or comes into force: +(a) any new law or regulation or any change or development involving a prospective +change or any event or series of events or circumstances likely to result in a change +or a development involving a prospective cha nge in existing laws or regulations, or +the interpretation or application thereof by any court or any competent Authority in +or affecting Hong Kong, the PRC, the United States, the United Kingdom, the +European Union (or any member thereof), Japan, Singapore, Malaysia, Sweden, or +other jurisdictions relevant to the Group or the Global Offering (each a ‘‘ Relevant +Jurisdiction ’’ and collectively, the ‘‘Relevant Jurisdictions ’’); or +UNDERWRITING +–2 6 0– + + +--- page 270 --- +(b) any change or development involving a prospective change, or any event or series of +events or circumstances likely to result i n a change or prospective change, in any +local, national, regional or international financial, political, military, industrial, +economic, fiscal, legal, regulatory, c urrency, 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 devaluati on 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, co nditions and sentiments in stock and bond +markets, money and foreign exchange mar kets, the inter-bank markets and credit +markets) in or affecting any Relevant Jurisd ictions, 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 g overnment, declaration of a regional, +national or international emergency or wa r, calamity, crisis, economic sanctions, +strikes, labor disputes, other industrial act ions, lock-outs, fire, explosion, flooding, +tsunami, earthquake, volcanic eruption, civil commotion, riots, rebellion, public +disorder, paralysis in government oper ations, acts of war, epidemic, pandemic, +outbreak or escalation, mutation or aggravation of infectious diseases, accident or +interruption or delay in transportation, loc al, national, regional or international +outbreak or escalation of hostilities (whet her 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 morat orium, suspension or limitation (including +without limitation, any imposition of or r equirement 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 Ex change, the Shenzhen Stock Exchange +(including ChiNext), the Singapore Stoc k Exchange, the New York Stock Exchange, +the NASDAQ Global Market, the Londo n Stock Exchange or the SIX Swiss +Exchange; or (ii) the trading in any secur ities of the Company listed or quoted on a +stock exchange or an over-the-counter market; or +(e) the imposition or declaration of any gene ral moratorium on banking activities in or +affecting any of the Relevant Jurisdictio ns or any disruption in commercial banking +or foreign exchange trading or securities se ttlement or clearing services, procedures +or matters in or affecting any of the Relevant Jurisdictions; or +(f) other than with the prior written consent of the Sole Sponsor and the Sponsor-OC, +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 (Wind ing 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 o r other regulatory or political body or +organization of any public action or invest igation against a member of the Group or +a Director or a senior management member of the Company or announcing an +intention to take any such action; or +UNDERWRITING +–2 6 1– + + +--- page 271 --- +(h) the imposition of sanctions or export controls in whatever form, directly or +indirectly, on any member of the Group or by or on any Relevant Jurisdiction, or the +withdrawal of trading privileges whi ch existed on the date of the Hong Kong +Underwriting Agreement, in whatever form , directly or indirectly, by, or for, any +Relevant Jurisdiction; or +(i) any valid demand by creditors for payment or repayment of indebtedness of any +member of the Group or in respect of which any member of the Group is liable prior +to its stated maturity; or +(j) any non-compliance of this prospectus (or any other documents used in connection +with the contemplated offeri ng, allotment, issue, subscription or sale of any of the +Offer Shares), the letters, filings, corresp ondences, communications, documents, +responses, undertakings a n ds u b m i s s i o n sm a d eo rt ob em a d et ot h eC S R C( t h e +‘‘CSRC Filings ’’), or any aspect of the Global Offering with the Listing Rules or any +other applicable Laws; or +(k) any litigation, dispute, legal action or claim or regulatory or administrative +investigation or action being threatened, instigated or announced against any +member of the Group or any Director or s enior management members as named in +this prospectus; or +(l) any contravention by any member of the Group or any Director of the Listing Rules +or applicable laws and regulations; or +(m) any change or prospective change, or a materialization of, any of the risks set out in +‘‘Risk Factors ’’ in this prospectus; or +(n) an order or petition is presented for the winding-up or liquidation of any member of +the Group (other than the Company or a Principal Subsidiary), or any member of +the Group (other than the Company or a Principal Subsidiary) 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 Principal Subsidiary) or a provisional +liquidator, receiver or manager is appointed over all or part of the assets or +undertaking of the Group as a whole or any thing analogous thereto occurs in respect +of the Group (other than the Company or a Principal Subsidiary), +which, in any such case individually or in the a ggregate, in the sole and absolute opinion +of the Sole Sponsor and the Sponsor-OC (for itself and on behalf of the other Hong Kong +Underwriters): +i. has or will or is likely to have a material adverse effect on the profits, losses, results +of operations, assets, liabilities, general a ffairs, business, management, performance, +prospects, shareholders’ equity, position or condition (financial, trading or +otherwise) of the Group, taken as a whole; or +ii. has or will or is likely to 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 is likely to make it imp racticable, inadvisable, inexpedient or +incapable for any material part of the Ho ng 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 m anner contemplated by the Offering +Documents (as defined in the Hong Kong Underwriting Agreement); or +UNDERWRITING +–2 6 2– + + +--- page 272 --- +iv. has or will or is likely to have the effect of making any part of the Hong Kong +Underwriting Agreement (in cluding 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 Sole Sponsor and the Sponsor-OC (for itself and on +behalf of the other Hong Kong Underwriters) that: +(a) any statement contained in any of the Offering Documents (as defined in the Hong +Kong Underwriting Agre ement), the CSRC Filings and/or any notices, +announcements, advertisements, communications or other documents issued or +used by or on behalf of the Company in connection with the Hong Kong Public +Offering (including any supplement or amendment thereto) (the ‘‘ Relevant +Documents ’’) (save and except for the names, l ogos, addresses and information in +relation to the licenses under the SFO of any of the Sole Sponsor and/or the Hong +Kong Underwriters) was, when it was issued, or has become untrue, incorrect, +inaccurate in any material respect or mis leading; or that any estimate, forecast, +expression of opinion, intention or expect ation contained in any such documents, +was, when it was issued, or has become unfa ir or misleading in any respect or based +on untrue, 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 this prospectus, constitute a material +omission or misstatement in any Relevant Document; or +(c) any breach of, or any event or circumstance rendering untrue or incorrect or +misleading in any respect, any of the repres entations, warranties and undertakings +given by the Company 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 +the Company pursuant to the indemnities in the Hong Kong Underwriting +Agreement; or +(e) any breach of any of the obligations or undertakings imposed upon the Company or +any cornerstone investor (as applicable) to the Hong Kong Underwriting +Agreement, the International Underw riting Agreement o r the cornerstone +investment agreements; or +(f) there is any change or development involv ing a prospective change, constituting or +having a material adverse effect on the profi ts, losses, results of operations, assets, +liabilities, general affairs, business, ma nagement, performance, prospects, +shareholders’ equity, position or condition (financial, trading or otherwise) of the +Group, taken as a whole; or +(g) that the chairman of the Board, any Director or any member of senior management +of the Company named in this prospectus s eeks to retire, or is removed from office +or vacating his/her office; or +(h) any Director or any member of senior management of the Company named in this +prospectus is being charged with an indictable offence or prohibited by operation of +law or otherwise disqualified from tak ing part in the management or taking +directorship of a company; or +(i) the Company withdraws this prospectus (and/or any other documents used in +connection with the subscription or sal e of any of the Offer Shares pursuant to the +Global Offering) or the Global Offering; or +UNDERWRITING +–2 6 3– + + +--- page 273 --- +(j) 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 pu rsuant to the Global Offering is refused +or not granted, other than subject to customary conditions, on or before the Listing +Date, or if granted, the approval is subsequently withdrawn, cancelled, qualified +(other than by customary conditions), revoked or withheld; or +(k) any person (other than the Sole Sponsor) has withdrawn its consent to the issue of +this prospectus with the inclusion of its rep orts, 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 +(l) any prohibition on the Company for whatever reason from offering, allotting, +issuing or selling any of the Offer Share s pursuant to the terms of the Global +Offering; or +(m) an order or petition is presented for the winding-up or liquidation of the Company, +or a Principal Subsidiary, or the Company or a Principal Subsidiary makes any +composition or arrangement with its creditors or enters into a scheme of +arrangement or any resolution is passe d for the winding-up of the Company or a +Principal Subsidiary or a provisional liquidator, receiver or manager is appointed +over all or part of the assets or undertaking of the Company or a Principal +Subsidiary or anything analogous thereto occurs in respect of the Company or a +Principal Subsidiary; or +(n) (A) the notice of acceptance of the CS RC Filings issued by the CSRC and/or the +results of the CSRC Filings published o n the website of the CSRC is rejected, +withdrawn, revoked or invalidated; or (B) other than with the prior written consent +of the Sole Sponsor and the Sponsor-OC, the issue or requirement to issue by the +Company of a supplement or amendment t o the CSRC Filings pursuant to the Trial +Administrative Measures of Overseas Secu rities Offering and Listing by Domestic +Companies ( 《境內企業境外發行證券和上市管理試行辦法》), the Provisions on +Strengthening Confidentiality and Archi ves Administration of Overseas Securities +Offering and Listing by Domestic Companies ( 《關於加強境內企業境外發行證券和上 +市相關保密和檔案管理工作的規定》) and the National Archives Administration of +the PRC and supporting guidelines issued by the CSRC, or upon any requirement or +request of the CSRC; 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 sign ed with such cornerstone investors, have +been withdrawn, terminated or cancelled, or with respect to which the payment of +the relevant orders and/or investment c ommitment has not been received or settled +in the stipulated time and manner or otherwise, +then, in each case, the Sole Sponsor and the Sponsor-OC (for itself and on behalf of the other Hong +Kong Underwriters) may, in its sole and absolute di scretion and upon giving notice in writing to the +Company, terminate the Hong Kong Agreement with immediate effect. +UNDERWRITING +–2 6 4– + + +--- page 274 --- +Undertakings to the Stock Exchange Pursuant to the Listing Rules +Undertakings by our Company +Pursuant to Rule 10.08 of the Listing Rules, our Company has undertaken to the Stock +Exchange that no further Shares or securities convertible into equity securities of our Company +(including warrants or other convertible securities ) (whether or not of a class already listed) may be +issued or sold or transferred out of treasury or fo rm the subject of any agreement to such an issue, or +sale or transfer out of treasury within six months from the Listing Date (whether or not such issue of +Shares or securities of our Company, or sale or transfer of shares out of treasury will be completed +within six months from the Listing Date), except pursuant to the Global Offering or under any of the +circumstances provided under Rule 10.08 of the Listing Rules. +Undertakings pursuant to the Hong Kong Underwriting Agreement +Undertakings by our Company +Our Company has undertaken to each of the Sole Sponsor, the Sponsor-Overall Coordinator, +the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead +Managers, the Hong Kong Underwriters and the Capital Market Intermediaries that except +pursuant to the Global Offering, at any time after the date of the Hong Kong Underwriting +Agreement up to and including the date that is six months after the Listing Date (the ‘‘ First +Six-Month Period ’’), our Company will not, without the prior written consent of the Sole Sponsor +and the Sponsor-Overall Coordinator (for itself and on behalf of the other Hong Kong +Underwriters) and unless in compliance with the requirements of the Listing Rules: +(i) allot, issue, sell, accept subscription for, o ffer 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 indir ectly, conditionally or unconditionally, or +repurchase, any legal or beneficial interest in the share capital or any other equity +securities of the Company or any interest in any of the foregoing (including, without +limitation, any securities convertible into or exchangeable or exercisable for or that +represent the right to receive, or any warrants or other rights to purchase any share capital +or other equity securities of the Company, as applicable), or deposit any share capital or +other equity securities of the Company, as applicable, with a depositary in connection +with the issue of depositary receipts; 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 the Shares or any +other equity securities of the Company, or any interest in any of the foregoing (including, +without limitation, any securities convertib le into or exchangeable or exercisable for or +that represent the right to receive, or any w arrants or other rights to purchase, any +Shares); or +(iii) enter into any transaction with the same ec onomic effect as any transaction described in +(i) or (ii) above; or +(iv) offer to or agree to do any of the foregoing specified in (i), (ii) or (iii) above or announce +any intention to do so, +in each case, whether any of the foregoing transacti ons is to be settled by delivery of share capital or +such other equity securities, in cash or otherwise (whether or not the issue of such share capital or +other equity securities will be complete d within the First Six Month Period). +UNDERWRITING +–2 6 5– + + +--- page 275 --- +The Company further agrees that, in the event the Company is allowed to enter into any of the +transactions described in (i), (ii) or (iii) above or o ffers 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, it will take all r easonable steps to ensure that such an issue or +disposal will not, and no other act of the Compan y will, create a disorderly or false market for any +Shares or other equity securities of the Company. +Indemnity +We have agreed to indemnify, among others, the Sole Sponsor, the Sponsor-Overall +Coordinator, the Overall Coordinators, the Join t Global Coordinators, the Joint Bookrunners, +the Joint Lead Managers, the Hong Kong Underwriters and the Capital Market Intermediaries for +certain losses which they may suffe r, including, among others, losse s arising from the performance of +their obligations under the Hong Kong Underwri t i n gA g r e e m e n ta n da n yb r e a c hb yo u rC o m p a n yo f +the Hong Kong Underwriting Agreement. +The International Offering +International Underwriting Agreement +In connection with the International Offering, it is expected that our Company will enter into +the International Underwriting Agreement with the Sole Sponsor, the Sponsor-Overall Coordinator, +the Overall Coordinators and the International Und erwriters. Under the Inte rnational Underwriting +Agreement, subject to the conditions set forth th erein, the International Underwriters would +severally and not jointly agree to purchase, or pro cure purchasers to purchase, the Offer Shares +being offered pursuant to the International Offering (subject to, among others, any reallocation +between the International Offering and the Hong Kong Public Offering). It is expected that the +International Underwriting Agreement may b e terminated on similar gro unds as the Hong Kong +Underwriting Agreement. Potential investors are r eminded that in the event that the International +Underwriting Agreement is not entered into, or is terminated, the Global Offering will not proceed. +Commission and Expenses +Our Company will pay an underwriting commission of 1.0% of the aggregate Offer Price of all +the Offer Shares (the ‘‘ Fixed Fees ’’). Our Company may also in our sole and absolute discretion pay +all of the Underwriters an additi onal incentive fee in aggregate of 2.0% of the aggregate Offer Price +for all of the Offer Shares (the ‘‘ Discretionary Fees ’’). The ratio of the Fixed Fees and Discretionary +Fees payable is therefore approximately 33.3%: 66. 7% (on the basis that the Discretionary Fees will +be fully paid). For any unsubscribed Hong Kong Of f e rS h a r e sr e a l l o c a t e dto 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 Int ernational Underwriters and not the Hong Kong +Underwriters. +The aggregate commissions and fees, toget her with Stock Exchange listing fees, SFC +transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565%, AFRC transaction levy of +0.00015%, legal and other professional fees and printing and all other expenses payable by us +relating to the Global Offering are currently es timated to amount in aggregate to approximately +HK$79.9 million (assuming an Offer Price of HK$8.98 per Offer Share, being the maximum Offering +Price stated in this prospectus). +INDEPENDENCE OF THE SOLE SPONSOR +The Sole Sponsor satisfies the independence crit eria applicable to sponsor set out in Rule 3A.07 +of the Listing Rules. +UNDERWRITING +–2 6 6– + + +--- page 276 --- +UNDERWRITERS’ INTERESTS IN OUR COMPANY +Save as disclosed in this prospectus and save for the obligations under the Hong Kong +Underwriting Agreement and the Internation al Underwriting Agreement, as at the Latest +Practicable Date, none of the Underwriters has any shareholding or beneficial interests in any +member of our Group nor has any right or option (whether legally enforceable or not) to subscribe +for or purchase or to nominate persons to subscribe for or purchase securities in any member of our +Group nor any interest in the Global Offering. +Following the completion of the Global Offering, the Overall Coordinators and the +Underwriters and their affiliated companies may hold a certain portion of the H Shares as a +result of fulfilling their obligations under the Underwriting Agreement. +ACTIVITIES BY SYNDICATE MEMBERS +The underwriters of the Hong Kong Public Offeri ng and the International Offering (together, +the ‘‘Syndicate Members ’’) and their affiliates may each individu ally undertake a variety of activities +(as further described below) which do not form part of the underwriting process. +The Syndicate Members and their affiliates are diversified financial institutions with +relationships in countries around the world. T hese entities engage in a wide range of commercial +and investment banking, brokerage, funds mana gement, 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 the ir 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 acti vities may involve or relate to assets, securities +and/or instruments our Company and/or persons an d entities with relationships with our Company +and may also include swaps and other financial i nstruments entered into for hedging purposes in +connection with our Group’s loans and other debt. +In relation to issues by Syndicate Members or th eir 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 i ssuer of those securities (or one of its affiliates +or agents) to act as a market maker or liquidity prov ider in the security, and this will also result in +hedging activity in the H Shares in most cases. +Such activities may affect the market price or va lue of our H Shares, the liquidity or trading +volume in our H Shares and the volatility of the pr ice of our 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 restrictio ns, including the following: +(a) the Syndicate Members must not, in connection with the distribution of the Offer Shares, +effect any transactions (including issuing or entering into any option or other derivative +transactions relating to the Offer Shares), w hether in the open market or otherwise, with a +view to stabilising or maintaining the marke t price of any of the Offer Shares at levels +other than those which might otherwise prevail in the open market; and +(b) the Syndicate Members must comply with al l applicable laws and reg ulations, including +the market misconduct provisions of the SFO, in cluding the provisions prohibiting insider +dealing, false trading, price rigging and stock market manipulation. +Certain of the Syndicate Members or their resp ective affiliates have provided from time to time, +a n de x p e c tt op r o v i d ei nt h ef u t u re, investment banking and other services to our Company and our +affiliates for which such Syndicate Members or thei r respective affiliates have received or will receive +customary fees and commissions. +UNDERWRITING +–2 6 7– + + +--- page 277 --- +THE GLOBAL OFFERING +This prospectus is published in connection wit h the Hong Kong Public Offering as part of the +Global Offering. The Global Offering comprises: +(a) the Hong Kong Public Offering of initially 14 ,952,500 H Shares (subject to reallocation) +in Hong Kong, as described in ‘‘ — The Hong Kong Public Offering ’’ below; and +(b) the International Offering of initially 134, 571,000 H Shares (subject to reallocation) +outside the United States in offshore tran sactions in reliance on Regulation S, as +described in ‘‘— The International Offering ’’ below. +The 149,523,500 H Shares initially being offered in the Global Offering will represent +approximately 10.00% of the total number of issu ed Shares immediately after completion of the +Global Offering. The underwriting arrangements, and the respective Underwriting Agreements, are +summarised in ‘‘Underwriting ’’ in this prospectus. +Investors may apply for Hong Kong Offer Shares under the Hong Kong Public Offering, or, if +qualified to do so, apply for or indicate an inte rest in International Offer Shares under the +International Offering, but may not do both. +References in this prospectus to applications, application monies or the procedure for +application relate solely to the Hong Kong Public Offering. +THE HONG KONG PUBLIC OFFERING +Number of Shares Initially Offered +We are initially offering 14,952,500 Hong Kong Offer Shares, representing approximately 10% +of the total number of Offer Shares initially ava ilable under the Global Offering, at the Offer Price +for subscription by the public in Hong Kong, subje ct to the reallocation of H Shares between (i) the +International Offering, and (ii) the Hong Kong Public Offering. +The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to +institutional and professional investors. Professi onal investors generally include brokers, dealers and +companies (including fund manag ers) whose ordinary business involves dealing in shares and other +securities, and corporate entities which regu larly invest in shares and other securities. +The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a +several basis under the terms of the Hong Kong Underwriting Agreement and is subject to our +Company and the Overall Coordinators (for themselves and on behalf of the Underwriters) agreeing +on the Offer Price. Completion of the Hong Kong Pub lic Offering is subject to the conditions as set +out in ‘‘— Conditions of the Global Offering ’’ below. +Allocation +Allocation of the Offer Shares to investors under the Hong Kong Public Offering will be based +solely on the level of valid applications received under the Hong Kong Public Offering. The basis of +allocation may vary, depending on the number of Hong Kong Offer Shares validly applied for by +applicants. Such allocation could, where appropriate, consist of balloting, which would mean that +some applicants may receive a higher allocation th an others who have applied for the same number +of Hong Kong Offer Shares, and those applicants who are not successful in the ballot may not +receive any Hong Kong Offer Shares. +For allocation purposes only, the total number of the Offer Shares initially available under the +Hong Kong Public Offering (after taking account of any reallocation in the number of Offer Shares +allocated between the Hong Kong Pu blic Offering and the Internatio nal Offering referred to below) +will be divided equally into two pools (with any odd lots being allocated to pool A): pool A and pool +B. Pool A will comprise 7,476,500 Hong Kong Offer Shares and pool B will comprise 7,476,000 Hong +Kong Offer Shares initially. Both of which ar e available on an equitable basis to successful +STRUCTURE OF THE GLOBAL OFFERING +–2 6 8– + + +--- page 278 --- +applicants. All valid applications that have ap plied for Hong Kong Offer Shares with a total +subscription price (excluding 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) of HK$5 million or below +will fall into pool A. All valid applications th at have applied for Hong Kong Offer Shares with a +total subscription price (excluding brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock +Exchange trading fee of 0.00565% and AFRC tran saction levy of 0.00015% payable) of over HK$5 +million and up to the total value of pool B will fall into pool B. +For the purpose of this sub-section only, the ‘‘price’’ for Offer Shares means the price payable +on application therefor (without regard t o the Offer Price as finally determined). +Applicants should be aware tha t applications in Pool A and applications in Pool B may receive +different allocation ratios. If Hong Kong Offer Shares in one (but not both) of the two pools are +undersubscribed, the surplus Hong Kong Offer Shares will be transferred to the other pool to satisfy +demand in that other pool and be allocated accordingly. +Applicants can only receive an allocation of Hong Kong Offer Shares from either Pool A or +Pool B, but not from both pools. Multiple or suspect ed multiple applications and any application for +more than 7,476,000 Hong Kong Offer Shares (bein g approximately 50% of the 14,952,500 Offer +Shares initially available under the Hong Kong Public Offering) will 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 Joint Global Coordinators. Subject to the allocation cap described in the subsequent paragraph, +the Joint Global Coordinators may in its discretio n reallocate Offer Shares f rom the International +Offering to the Hong Kong Public Offering to satisf y valid applications under the Hong Kong Public +Offering. In addition, if the Hong Kong Public Offe ring is not fully subscribed, the Joint Global +Coordinators will have the discretion (but shall not be under any obligation) to reallocate to the +International Offering all or any unsubscribed Hong Kong Offer Shares in such amounts as they +deem appropriate. +In each case, the additional Offer Shares reallo cated 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 su ch manner as the Joint Global Coordinators deem +appropriate. +In the event of reallocation of Offer Shares bet ween the International Offering and the Hong +Kong Public Offering in the circumstances wher e (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 t imes, 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 7,476,000 Offer Sha res may be reallocated from the International +Offering to the Hong Kong Public Offering, so tha t the total number of Offer Shares available for +subscription under the Hong Kong Public Offeri ng will increase up to 22,428,500 Offer Shares, +representing approximately 15% of the number of Offe r Shares initially available under the Global +Offering in accordance with Chapter 4.14 o f the Guide for New Listing Applicants. +Given the initial allocation of the Offer Sha res to the Hong Kong Public Offering and the +International Offering follows M echanism B set out under paragraph 2 of Chapter 4.14 of the Guide +for New Listing Applicants and the provision of Paragraph 4.2(b) of Practice Note 18 of the Listing +Rules, no mandatory clawback or reallocation me chanism 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. +STRUCTURE OF THE GLOBAL OFFERING +–2 6 9– + + +--- page 279 --- +In the circumstance where the Int ernational 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 O ffering, and no over-allocation of H Shares to the +Hong Kong Public Offering. +Where the International Offer Shares are undersubscribed, if the Hong Kong Offer Shares are +also undersubscribed, the Global Offering will not proceed unless the Underwriters would subscribe +or procure subscribers for their respective applicable proportions of the Offer Shares being offered +which are not taken up under the Global Offering on the terms and conditions of this prospectus and +the Underwriting Agreements. +Details of any reallocation of Offer Shares b etween the Hong Kong Public Offering and the +International Offering will be disclosed in the re sults announcement of the Global Offering expected +to be published on Monday, 22 June 2026. +Applications +The Overall Coordinators (for themselves and o n behalf of the other Underwriters) may require +any investor who has been offered H Shares under t he International Offering, and who has made an +application under the Hong Kong Public Offering, t o provide sufficient information to the Overall +Coordinators so as to allow them to identify the relevant applications under the Hong Kong Public +Offering and to ensure that it is excluded from any application for H Shares under the Hong Kong +Public Offering. +Each applicant under the Hong Kong Public Offering will also be required to give an +undertaking and confirmation in the application s ubmitted by him/her/it that he/she/it and any +person(s) for whose benefit he/she/it is making th e application has not applied for or taken up, or +indicated an interest in, and will not apply for or tak e up, or indicate an interest in, any International +Offer Shares under the Internati onal Offering, and such applicant’s application is liable to be +rejected if the said undertaking and/or confirmation is breached and/or untrue (as the case may be) +or it has been or will be placed or allocated International Offer Shares under the International +Offering. +Applicants under the Hong Kong Public Offe r i n gm a yb er e q u i r e dt op a y ,o na p p l i c a t i o n +(subject to application channel s), the maximum price of HK$8.98 per Offer Share in addition to the +brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy payable on +each Offer Share. If the Offer Price, as finally dete rmined in the manner described in ‘‘— Pricing and +Allocation’’ below, is less than the maximum pri ce of HK$8.98 per Offer Share, appropriate refund +payments (including the brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC +transaction levy attributable to the surplus applic ation monies) will be made to successful applicants +(subject to application channels), without interest. Further details are set out in ‘‘ How to Apply for +Hong Kong Offer Shares .’’ +References in this prospectus to applications, application monies or the procedure for +application relate solely to the Hong Kong Public Offering. +THE INTERNATIONAL OFFERING +Number of Offer Shares Offered +Subject to the reallocation as described above, the number of Offer Shares to be initially offered +under the International Offering will be 134,571, 000, representing approximately 90% of the total +number of Offer Shares initially available under the Global Offeri ng. The International Offering is +expected to be fully underwritten by the Internat ional Underwriters subject to the terms and +conditions of the International Underwriting Agreement, and is subject to the Hong Kong Public +Offering becoming unconditional. +STRUCTURE OF THE GLOBAL OFFERING +–2 7 0– + + +--- page 280 --- +Allocation +The International Offering will include selecti ve marketing of Offer Shares to institutional and +professional investors and other investors anticipated to have a sizeable demand for such Offer +Shares in Hong Kong and other jurisdictions outsi de the United States in offshore transactions in +reliance on Regulation S. Professional investors g enerally include brokers, dealers, companies +(including fund managers) whose ordinary busines s involves dealing in shares and other securities +and corporate entities which regularly invest in shares and other securities. The International +Offering is subject to the Hong Kong Public Offering being unconditional. +Allocation of Offer Shares pursuant to the Intern ational Offering will be effected in accordance +with the ‘‘book-building’ ’ process described in ‘‘ — Pricing and Allocation ’’ below and based on a +number of factors, including the level and timing o f demand, total size of the relevant investor’s +invested assets or equity assets in the relevant s ector and whether or not it is expected that the +relevant investor is likely hold or sell, H Shares, after the Listing. Such allocation is intended to +result in a distribution of the H Shares on a basi sw h i c hw o u l dl e a dt ot h ee s t a b l i s h m e n to fas o l i d +shareholder base to the benefit of our Company and our Shareholders as a whole. +The Overall Coordinators (for themselves and o n behalf of the other Underwriters) may require +any investor who has been offered Offer Shares under the International Offering and who has made +an application under the Hong Kong Public Offering, to provide sufficient information to the +Overall Coordinators (for themselves and on behalf of the other Underwriters) so as to allow them to +identify the relevant applications under the International Offering and to ensure that it is excluded +from any allocation of the Offer Shares u nder the International Offering. +Reallocation +The total number of Offer Shares to be issued pursuant to the International Offering may +change as a result of the reallocation arrangement described in ‘‘ — The Hong Kong Public Offering +— Reallocation ’’ above and any reallocation of unsubscrib ed Offer Shares originally included in the +Hong Kong Public Offering. +PRICING AND ALLOCATION +Determining the Offer Price +The International Underwriters will be solicit ing from prospective investors’ indications of +interest in acquiring Offer Share s 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 around, the last +day for lodging applications unde r the Hong Kong Public Offering. +Pricing for the Offer Shares for the purpose of th e various offerings under the Global Offering +will be fixed on the Price Determination Date, which is expected to be on or before Thursday, 18 +June 2026, by agreement between the Overall Coordinators (for themselves and on behalf of the +other Underwriters) and our Company and the number of Offer Shares to be allocated under the +various offerings will be dete rmined shortly thereafter. +We will determine the Offer Price by reference t o, among other factors, the closing price of the +A Shares on the ChiNext of the Shenzhen Stock Exchange on the last trading day on the Price +Determination Date (which is accessible to t he Shareholders and potential investors at +www.szse.cn/English/siteMa rketData/siteMarketDatas/l ookup/index.html?code=300568 ,a n dt h e +Offer Price will not be more than HK$8.98. +STRUCTURE OF THE GLOBAL OFFERING +–2 7 1– + + +--- page 281 --- +The historical prices of our A Shares and trading volume on the ChiNext of the Shenzhen Stock +Exchange are set out below: +Period High Low ADTV (1) +(RMB) (RMB) (A Shares) +Y e a re n d e d3 1D e c e m b e r2 0 2 3........................ 2 4 . 2 1 2 . 9 1 8 , 6 0 1 , 4 9 5 +Y e a re n d e d3 1D e c e m b e r2 0 2 4........................ 1 5 . 0 6 . 8 3 6 , 0 7 3 , 2 4 9 +Y e a re n d e d3 1D e c e m b e r2 0 2 5........................ 1 7 . 7 8 . 2 7 2 , 3 2 6 , 7 8 5 +Year of 2026 (up to the Latest Practicable Date) . . . . . . . . . . . 18.4 13.2 75,854,384 +Note: +1. Average daily trading volume (‘‘ ADTV ’’) represents daily average number of the A Shares of the Company traded over +the relevant period. +The Offer Price per Offer Share under the Hong Kong Public Offering will be identical to the +Offer Price per Offer Share under the International Offering based on the Hong Kong dollar price +per Offer Share, as determined by the Overall Coordinators (for themselves and on behalf of the +other Underwriters) and our Company. +The Offer Price will not be more than HK$8.98 per Offer Share, unless otherwise announced by +our Company no later than the morning of the la st day for lodging applications under the Hong +Kong Public Offering, which is Wednesday, 17 June 2026, as further explained below. +If, for any reason, our Company and the Overall Coordinators (for themselves and on behalf of +the other Underwriters) are unable to reach a greement on the Offer Price by 12 : 00 noon on +Thursday, 18 June 2026, the Global Offering will not proceed and will lapse. +Reduction in Number of Offer Shares +The Overall Coordinators (for themselves and on behalf of the other Underwriters) may, where +considered appropriate, based on the level of interest expressed by prospective professional and +institutional investors during the book-building process, and with the consent of our Company, +r e d u c et h en u m b e ro fO f f e rS h a r e sa ss t a t e di nt h i sp r o s p e c t u sa ta n yt i m eo no rp r i o rt ot h em o r n i n g +of the last day for lodging applications under the Hong Kong Public Offering. In such case, we will, +as soon as practicable following the decision to make such reduction, and in any event not later than +the morning of the day which is the last day for lo dging applications unde r the Hong Kong Public +Offering, cause to be announced on the website of our Company at +www.senior798.com and the +website of the Stock Exchange at www.hkexnews.hk , notices of the reduction, and the cancellation of +the Global Offering and relaunch of the offer at the revised number of Offer Shares. +As soon as practicable after such reduction of the number of Offer Shares, we will also issue a +supplemental prospectus or a new prospectus updating investors of the change in the number of +Offer Shares being offered under the Global Offeri ng, and giving investors at least three business +days to consider the new information. The supplemental or new prospectus should include at least +the following: updated (i) market c apitalisation; (ii) listing timetable and underwriting obligations; +(iii) price/earning multiple, unaudited pro form a and adjusted net tangible assets; and (iv) use of +proceeds and working capital adequacy confirmation based on the revised proceeds. +Before submitting applications for the Hong Ko ng Offer Shares, applic ants should have regard +to the possibility that any announcement of a red uction in the number of Offer Shares may not be +made until the day which is the last day for lodging applications under the Hong Kong Public +Offering, which is Wednesday, 17 June 2026. In the absence of any such supplemental or new +prospectus so published, the number of Offer Shares will not be reduced. +If there is any change to the offer size due to ch ange in the number of Offer Shares offered in +the Global Offering (other than pursuant to the reallocation mechanism as disclosed in this +prospectus), or if the Company becomes aware that there has been a significant change affecting any +matter contained in this prospectus or a signifi cant new matter has arisen, the inclusion of +information in respect of which would have been re quired to be in this prospectus if it had arisen +before this prospectus was issued, after the issue o f this prospectus and before the commencement of +STRUCTURE OF THE GLOBAL OFFERING +–2 7 2– + + +--- page 282 --- +dealings in our Offer Shares as prescribed under Rule 11.13 of the Listing Rules, our Company is +required to cancel the Global Offering and issue a s upplemental prospectus or a new prospectus and +subsequently relaunched on FINI pursuant to the supplemental prospectus. +In the event of a reduction in the number of O ffer Shares, the Overall Coordinators (for +themselves and on behalf of the other Underwriters) may, at its discretion, reallocate the number of +Offer Shares to be offered in the Hong Kong Pub lic Offering and the International Offering, +provided that the number of Offer Shares comprised in the Hong Kong Public Offering shall not be +less than 10% of the total number of Offer Shares a vailable under the Global Offering. The Offer +Shares to be offered in the Hong Kong Public O ffering and the Offer Shares to be offered in the +International Offering may, in certain circumstan ces, be reallocated between these offerings at the +discretion of the Overall Coordinators (for themselves and on behalf of the other Underwriters). +Announcement of Offer Price and Basis of Allocations +The final Offer Price, the results of indications of interest in the International Offering, the +results of applications in the Hong Kong Public O ffering, the basis of allocations of the Hong Kong +Offer Shares and the results of allocations are expected to be announced on Monday, 22 June 2026 +on the website of our Company at +www.senior798.com and the website of the Stock Exchange at +www.hkexnews.hk . +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 subject to our Company and the Overall +Coordinators (for themselves and on behalf of the Underwriters) agreeing on the Offer Price. +We expect to enter into the International Underwr iting Agreement relating to the International +Offering on or around the Price Determination Date. +These underwriting arrangements under the Hong Kong Underwriting Agreement and the +International Underwriting Agreement are summarised in ‘‘ Underwriting ’’ in this prospectus. +CONDITIONS OF THE GLOBAL OFFERING +Acceptances of all applications for Offer Shares pursuant to the Global Offering will be +conditional on, among others: +(a) the Stock Exchange granting approval for the listing of, and permission to deal in, the H +Shares in issue and the H Shares to be issued pursuant to the Global Offering, and such +approval not subsequently having been rev oked prior to the commencement of dealings in +the H Shares on the Stock Exchange; +(b) the Offer Price having been duly agreed between our Company and the Overall +Coordinators (for themselves and on behalf of the other Underwriters) on the Price +Determination Date; +(c) the execution and delivery of the International Underwriting Agreement on or around the +Price Determination Date; and +(d) the obligations of the Underwriters und er the respective Underwriting Agreements +becoming and remaining unconditional and n ot having been terminated in accordance +with the terms of the respective agreements, +in each case on or before the dates and times specified in the respective Underwriting Agreements +(unless and to the extent such conditions are validly waived on or before such dates and times) and, +in any event, not later than the date which is 30 days after the date of this prospectus. +If, for any reason, the Offer Price is not agreed between our Company and the Overall +Coordinators (for themselves and on behalf of the other Underwriters) by 12 : 00 noon on Thursday, +18 June 2026, the Global Offering will no t proceed and will lapse immediately. +STRUCTURE OF THE GLOBAL OFFERING +–2 7 3– + + +--- page 283 --- +The consummation of each of the Hong Kong Public Offering and t he International Offering is +conditional upon, among other things, the other offering becoming unconditional and not having +been terminated in accordance with their respective terms. +If the above conditions are not fulfilled or waived prior to the times and dates specified, the +Global Offering will lapse and the Stock Exchange w ill be notified immediately. Notice of the lapse +of the Hong Kong Public Offering will be published by our Company on the website of the Stock +Exchange at +www.hkexnews.hk and the website of our Company at www.senior798.com on the next +Business Day following such lapse. In such eventu ality, all application monies will be returned, +without interest, on the terms set out in ‘‘ How to Apply for Hong Kong Offer Shares — D. +Dispatch/Collection of H Share Certificates and Refund of Application Monies .’’ In the meantime, all +application monies will be held in separate bank account(s) with the receiving bankers 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 will only become valid evi dence of title at 8 : 00 a.m. on the Listing Date +provided that (i) the Global Offering has become un conditional in all respects, and (ii) the right of +termination as described in ‘‘ Underwriting — Underwriting A rrangements and Expenses — Hong +Kong Public Offering — Grounds for Termination ’’ has not been exercised. +APPLICATION FOR LISTING ON THE STOCK EXCHANGE +We have applied to the Stock Exchange for the listing of, and permission to deal in, the H +Shares to be issued pursuant to the Global Offering. +No part of our Company’s share or loan capital is listed on or dealt in on any other stock +exchange and no such listing or permission to deal is being or proposed to be sought in the near +future. +SHARES WILL BE ELIGIBLE FOR 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 admi ssion 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 Stock Exchange or any other date +HKSCC chooses. Settlement of transactions between participants of the Stock Exchange (as defined +in the Listing Rules) is required to take place i n 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 our H Shares to be admitted into CCASS. Investors should seek the advice of their +stockbroker or other professional advisors fo r details of the settlement arrangements as such +arrangements may affect their rights and interests. +DEALING ARRANGEMENTS +Assuming that the Hong Kong Public Offering becomes unconditional at or before 8 : 00 a.m. in +Hong Kong on Tuesday, 23 June 2026, it is expected that dealings in the H Shares on the Stock +Exchange will commence at 9 : 00 a.m. on Tuesday, 23 June 2026. The H Shares will be traded in +board lots of 500 H Shares. The stock code of the H Shares will be 6067. +STRUCTURE OF THE GLOBAL OFFERING +–2 7 4– + + +--- page 284 --- +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.senior798.com. +The contents of this prospectus are identical to the prospectus as registered with the +Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up +and Miscellaneous Provisions) Ordinance. +A. APPLICATION FOR HONG KONG OFFER SHARES +1. Who Can Apply +You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you +are applying for: +. are 18 years of age or older; +. have a Hong Kong address (for the White Form eIPO service only) ;a n d +. are outside the United States, and are not a United States Person (as defined in +Regulation S under the U.S. Securities Act). +Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the +Stock Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the +person(s) for whose benefit you are applying for: +. are an existing Shareholder or its close associates; or +. are a Director or any of his/her close associates. +2. Application Channels +The Hong Kong Public Offering period will begin at 9 : 00 a.m. on Friday, 12 June 2026 and +end at 12 : 00 noon on Wednesday, 17 June 2026 (Hong Kong time). +To apply for Hong Kong Offer Shares, you may use one of the following application +channels: +Application +Channel Platform Target Investors Application Time +White Form +eIPO service +www.eipo.com.hk Investors who would like +to receive a physical H +Share certificate. Hong +Kong Offer Shares +successfully applied for +will be allotted and +issued in your own +name. +From 9 : 00 a.m. on Friday, 12 +June 2026 to 11 : 30 a.m. on +Wednesday, 17 June 2026, +Hong Kong time. +T h el a t e s tt i m ef o rc o m p l e t i n g +full payment of application +monies will be 12 : 00 noon +on Wednesday, 17 June +2026, Hong Kong time. +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 7 5– + + +--- page 285 --- +Application +Channel Platform Target Investors Application Time +HKSCC EIPO +channel +Your broker or custodian +who is a HKSCC +Participant will submit a +HKSCC EIPO application +on your behalf through +H K S C C ’ sF I N Is y s t e mi n +accordance with your +instruction. +Investors who would not +like to receive a +physical H Share +certificate. Hong Kong +Offer Shares +successfully applied for +will be allotted and +issued in the name of +HKSCC Nominees, +deposited directly into +C C A S Sa n dc r e d i t e dt o +your designated +HKSCC Participant’s +stock account. +Contact your broker or +custodian for the earliest +and latest time for giving +such instructions, as this +m a yv a r yb yb r o k e ro r +custodian. +The White Form eIPO service and the HKSCC EIPO channel are facilities subject to +capacity limitations and potential service inter ruptions 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 +authorised to give those instructions as an agent. +For the avoidance of doubt, giving an application instruction under the White Form eIPO +s e r v i c em o r et h a no n c ea n do b t a i n i n gd i f f e r e n ta pplication 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 authorised the +White Form eIPO Service Provider to apply on the terms and conditions in this prospectus, as +supplemented and amended by the terms and conditions of the White Form eIPO service. +By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your +behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you +jointly and severally) are deemed to have inst ructed and authorised HKSCC to cause HKSCC +Nominees (acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong +Offer Shares on your behalf and to do on your behalf all the things stated in this prospectus and +any supplement to it. +For those applying through HKSCC EIPO channel, an actual application will be deemed +to have been made for any application instructions given by you or for your benefit to HKSCC +(in which case an application will be made by HK SCC Nominees on your behalf) provided such +application instruction has not been withdrawn o r 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. +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 7 6– + + +--- page 286 --- +3. Information Required to Apply +You must provide the following info rmation with your application: +For Individual/Joint Applican ts For Corporate Applicants +. Full name(s) 2 as shown on your +identity document +. Identity document’s issuing country +or jurisdiction +. Identity document type, with order +of priority: +i. HKID card; or +ii. National identification +document; or +iii. Passport; and +. Identity document number +. Full name(s) +2 as shown on your +identity document +. Identity document’s issuing country or +jurisdiction +. Identity document type, with order of +priority: +i. LEI registration document; or +ii. Certificate of incorporation; or +iii. Business registration certificate; +or +iv. Other equivalent document; and +. Identity document number +Notes: +1. If you are applying through the White Form eIPO service, you are required to provide a valid e-mail +address, a contact telephone number and a Hong Kong address. You are also required to declare that the +identity information provided by you follows the requirements as described in Note 2 below. In particular, +where you cannot provide a HKID number, you must confirm that you do not hold a HKID card. The +number of joint applicants may not exceed four. If you are a firm, the applicant must be in the individual +members’ names. +2. The applicant’s full name as shown on their identity document must be used and the surname, given name, +middle and other names (if any) must be input in the same order as shown on the identity document. If an +applicant’s identity document contains both an English and Chinese name, both English and Chinese +names must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of +the applicant’s identity document type must be strictly followed and where an individual applicant has a +valid HKID card (including both Hong Kong Residents and Hong Kong Permanent Residents), the HKID +number must be used when making an application to subscribe for 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, th e client identification data (‘‘ CID’’) of the trustee, as set out above, will be +required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of +the asset management company or the individual fund, as appropriate, which has opened a trading +account with the broker will be required, as above. +4. The maximum number of joint account holders on FINI +(1) is capped at four 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 i nclude this informatio n, the application will b e treated as being made +f o ry o u rb e n e f i t . +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 ove r 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 se curities listed on the Stock Exchange or any other +stock exchange. +‘‘Statutory control’’ means you: +. control the composition of the board of directors of the company; +. control more than half of the voting power of the company; or +. hold more than half of the issued share capital of the company (not counting any part of it which +carries no right to participate beyond a specified amount in a distribution of either profits or +capital). +For those applying through HKSCC EIPO channel, and making an application under a +power of attorney, we and the Overall Coordinators, as our agent, have discretion to consider +whether to accept it on any conditions we thin k fit, including evidence of the attorney’s +authority. +(1) Subject to change, if the Company’s Articles of Incorpor ation and applicable company law prescribe a lower cap. +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 7 7– + + +--- page 287 --- +Failing to provide any required information ma y result in your application being rejected. +4. Permitted Number of Hong Kong Offer Shares for Application +Board lot size :5 0 0 H S h a r e s +Permitted number of Hong +Kong Offer Shares for +application and amount +payable on application/ +successful allotment +: Hong Kong Offer Shares are available for application in +specified board lot sizes only. Please refer to the amount +payable associated with each specified board lot size in +the table below. +The maximum Offer Price is HK$8.98 per H Share. +If you are applying through the HKSCC EIPO channel, +your broker or custodian may require you to pre-fund +your application, in such amount as determined by the +broker or custodian, as determined based on the +applicable laws and regulations in Hong Kong. You are +responsible for complying with any such pre-funding +requirement imposed by your broker or custodian with +respect to the Hong Kong Offer Shares you applied for. +By instructing your broker or custodian to apply for the +Hong Kong Offer Shares on your behalf through the +HKSCC EIPO channel, you (and, if you are joint +applicants, each of you jointly and severally) are +deemed to have instructed and authorised HKSCC to +cause HKSCC Nominees (acting as nominee for the +relevant HKSCC Participants) to arrange payment of the +final Offer Price, brokerage, SFC transaction levy, the +Stock Exchange trading fee and the AFRC transaction +levy by debiting the relevant nominee bank account at the +designated bank for your broker or custodian. +If you are applying through the White Form eIPO service, +you may refer to the table below for the amount payable +for the number of H Shares you have selected. You must +pay the respective amount payable on application in full +upon application for Hong Kong Offer Shares. +No. of +Hong Kong Offer +Shares applied for +Amount +payable (2) +on application +No. of +Hong Kong Offer +Shares applied for +Amount +payable (2) +on application +No. of +Hong Kong Offer +Shares applied for +Amount +payable (2) +on application +No. of +Hong Kong Offer +Shares applied for +Amount +payable (2) +on application +HK$ HK$ HK$ HK$ +500 4,535.28 6,000 54,423.37 70,000 634,939.43 2,000,000 18,141,126.60 +1,000 9,070.56 7,000 63,493.94 80,000 725,645.07 2,500,000 22,676,408.26 +1,500 13,605.84 8,000 72,564.51 90,000 816,350.69 3,000,000 27,211,689.90 +2,000 18,141.12 9,000 81,635.07 100,000 907,056.34 3,500,000 31,746,971.56 +2,500 22,676.41 10,000 90,705.62 200,000 1,814,112.65 4,000,000 36,282,253.20 +3,000 27,211.69 20,000 181,411.27 300,000 2,721,168.99 4,500,000 40,817,534.86 +3,500 31,746.98 30,000 272,116.89 400,000 3,628,225.32 5,000,000 45,352,816.50 +4,000 36,282.25 40,000 362,822.53 500,000 4,535,281.66 5,500,000 49,888,098.16 +4,500 40,817.53 50,000 453,528.16 1,000,000 9,070,563.30 6,000,000 54,423,379.80 +5,000 45,352.82 60,000 544,233.80 1,500,000 13,605,844.96 7,476,000 +(1) 67,811,531.23 +Notes: +(1) Maximum number of Hong Kong Offer Shares you may apply for. +(2) The amount payable is inclusive of brokerage, SFC tr ansaction levy, the Stock Exchange trading fee and +AFRC transaction levy. If your application is suc cessful, 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 Exc hange (in the case of the SFC transaction levy, +collected by the Stock Exchange on behalf of the SF C; and in the case of the AFRC transaction levy, +collected by the Stock Exchange on behalf of the AFRC). +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 7 8– + + +--- page 288 --- +5. Multiple Applications Prohibited +You or your joint applicant(s) shall not make more than one application for your own +benefit, except where you are a nominee and provide the information of the underlying investor +in your application as required under the paragraph headed ‘‘ — A. Application for Hong Kong +Offer Shares — 3. Information Required to Apply ’’ in this section. If you are suspected of +submitting or cause to submit more than one a pplication, all of your applications will be +rejected. +Multiple applications ma de either through (i) the White Form eIPO service, (ii) HKSCC +EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you +have made an application through the White Form eIPO service or HKSCC EIPO channel, you +or the person(s) for whose benefit you have made the application shall not apply further for any +Offer Shares. +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 documen ts and instruct and authorise us and/or the +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 direc tly into CCASS for the credit of your +designated HKSCC Participant’s stock account on your behalf; +(ii) confirm that you have read and understan d the terms and conditions and application +procedures set out in this prospectus and the designated website of the White Form +eIPO service (or as the case may be, the agreement you entered into with your broker +or custodian), and agree to be bound by them; +(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements, +undertakings and warranties under the par ticipant agreement between your broker +or custodian and HKSCC and observe the General Rules of HKSCC and the +HKSCC Operational Procedures for givin g 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 prospect us 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 informat ion or representations; +(vi) agree that our Company, the Sole Sponsor, the Sponsor-Overall Coordinator, the +Overall Coordinators, the Joint Global Coo rdinators, the Joint Bookrunners, the +Joint Lead Managers, the Underwriters, the C apital Market Interm ediaries, and any +of their or our Company’s respective direct ors, officers, employees, partners, agents, +advisors, and representatives, and any oth er parties involved in the Global Offering +(collectively, 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 +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 7 9– + + +--- page 289 --- +statutory regulatory or governmental bod ies or otherwise as required by laws, rules +or regulations, for the purposes under the paragraph headed ‘‘ —G .P e r s o n a lD a t a— +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 beca use of an innocent misrepresentation; +(ix) agree that subject to Section 44A (6) of the Companies (Winding Up and +Miscellaneous Provisions) Ordinanc e, 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 +p a r a g r a p hh e a d e d‘ ‘— B. Publication of Results ’’ in this section; +(x) confirm that you are aware of the situat i o n ss p e c i f i e di nt h ep a r a g r a p hh e a d e d‘ ‘—C . +Circumstances In Which You Will Not Be Allocated Hong Kong Offer Shares ’’ in this +section; +(xi) agree that your application or HKSCC No minees’ 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 O rdinance, the Companies (Winding Up and +Miscellaneous Provisions) Ordinance, th e Articles of Association and laws of any +place outside Hong Kong that apply to your application and that neither we nor the +Relevant Persons will breach any law inside and/or outside Hong Kong as a result of +the acceptance of your offer to purchase, or any action arising from your rights and +obligations under the terms and conditions contained in this prospectus; +(xiii) confirm that (a) your application or HKS CC Nominees’ application on your behalf +is not financed directly or indirectly by o ur Company, any of the directors, chief +executives, substantial Shareholder(s) or e xisting shareholder(s) of our Company or +any of our subsidiaries or any of their resp ective close associates; and (b) you are not +accustomed or will not be accustomed to taking instructions from our Company, any +of the directors, chief executives, su bstantial shareholder(s) or existing +shareholder(s) of our Company or any of our subsidiaries or any of their +respective close associates in relation to th e acquisition, disposal, voting or other +disposition of the H Shares registered in your name or otherwise held by you; +(xiv) warrant that the information you have provided is true and accurate; +(xv) confirm that you understand that we and the Overall Coordinators will rely on your +declarations and representations in deciding whether or not to allocate any Hong +Kong Offer Shares to you and that you may be prosecuted for making a false +declaration; +(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated +to you under the application; +(xvii) declare and represent that this is the only application made and the only application +i n t e n d e db yy o ut ob em a d et ob e n e f i ty o uo rt h ep e r s o nf o rw h o s eb e n e f i ty o ua r e +applying; +(xviii) represent, warrant and undertake that (a ) you understand that the Hong Kong Offer +Shares have not been and will not be registere d under the U.S. Securities Act; and (b) +you and the person(s) for whose benefit you have made the application are outside +the United States (as defined in Regulatio n S) or are a person described in paragraph +(h)(3) of Rule 902 of Regulation S; +(xix) (if the application is made for your own benefit) warrant that no other application +has been or will be made for your benefit by giving electronic application instructions +to HKSCC directly or indirectly or through the application channel of the White +Form eIPO Service Provider or by any one as your agent or by any other person; and +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 8 0– + + +--- page 290 --- +(xx) (if you are making the application as an agent for the benefit of another person) +warrant that (1) no other application has been or will be made by you as agent for or +for the benefit of that person or by that person or by any other person as agent for +that person by giving electronic application instructions to HKSCC and the White +Form eIPO Service Provider and (2) you have due authority to give electronic +application instructions on behalf of that other person as its agent. +B. PUBLICATION OF RESULTS +Results of Allocation +You can check whether you are successfully allocated any Hong Kong Offer Shares +through: +Platform Date/Time +Applying through the White Form eIPO service or HKSCC EIPO channel: +Website From the ‘‘Allotment Results’’ page at +www.iporesults.com.hk (alternatively: +www.eipo.com.hk/eIPOAllotment )w i t ha +‘‘search by ID Number’’ function. +24 hours, from 11 : 00 p.m. on Monday, +22 June 2026 to 12 : 00 midnight Sunday, +28 June 2026 (Hong Kong time). +The full list of (i) wholly or partially successful +applicants using the White Form eIPO +service and HKSCC EIPO channel, and (ii) +the number of Hong Kong Offer Shares +conditionally allo t t e dt ot h e m ,a m o n g +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.senior798.com which will provide links +to the above mentioned websites of the H +Share Registrar. +No later than 11 : 00 p.m. on Monday, +22 June 2026 (Hong Kong time). +Telephone +852 2862 8555 — the allocation results +telephone enquiry line provided by the H +Share Registrar. +B e t w e e n9 : 0 0a . m .a n d6 : 0 0p . m . ,o n +Tuesday, 23 June 2026, Wednesday, +24 June 2026, Thursday, 25 June 2026 and +Friday, 26 June 2026 (Hong Kong time). +For those applying through HKSCC EIPO channel, you may also check with your broker +or custodian from 6 : 00 p.m. on Thursd ay, 18 June 2026 (Hong Kong time), HKSCC +Participants can log into FINI and review the allotment result from 6 : 00 p.m. on Thursday, 18 +June 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 results of the fin al Offer Price, the level of indications of +interest in the International Offering, the level of applications in the Hong Kong Public +Offering and the basis of allocations of Hong Kong Offer Shares on the Stock Exchange’s +website at +www.hkexnews.hk and our website at www.senior798.com by no later than 11 : 00 p.m. +on Monday, 22 June 2026 (Hong Kong time). +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 8 1– + + +--- page 291 --- +C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER +SHARES +You should note the following situations in which Hong Kong Offer Shares will not be +allocated to you or the person(s) for whose benefit you are applying for: +1. If your application is revoked: +Your application or the application mad e by HKSCC Nominees on your behalf may be +r e v o k e dp u r s u a n tt oS e c t i o n4 4 A ( 6 )o ft h eC ompanies (Winding Up and Miscellaneous +Provisions) Ordinance. +2. If we or our agents exercise our discretion to reject your application: +We, the Overall Coordinators, the H Share Registrar and their respective agents and +nominees have full discretion to reject or accept any application, or to accept only part of any +application, without giving any reasons. +3. If the allocation of Hong Kong Offer Shares is void: +The allocation of Hong Kong Offer Shares w ill be void if the Stock Exchange does not +grant permission to list the H Shares either: +. within three weeks from the closing date of the application lists; or +. within a longer period of up to six weeks if the Stock Exchange notifies us of that +longer period within three weeks of the closing date of the application lists. +4. If: +. you make multiple applications or suspected multiple applications. You may refer to +the paragraph headed ‘‘ — A. Application for Hong Kong Offer Shares — 5. Multiple +Applications Prohibited ’’ in this section on what constitutes multiple applications; +. your application instruction is incomplete; +. your payment (or confirmation of funds, as the case may be) is not made correctly; +. the Underwriting Agreements do not become unconditional or are terminated; +. we or the Overall Coordinators believe th at by accepting your application, it or we +would violate applicable securities or other laws, rules or regulations. +5. If there is money settlement failure for allotted H Shares: +B a s e do nt h ea r r a n g e m e n t sb e t w e e nHKSCC Participants and HKSCC, HKSCC +Participants will be required to hold suffici ent 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 requ ired 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 Participan t (or its designated bank), who is acting on your behalf in +settling payment for your allotted H Shares , HKSCC will contact the defaulting HKSCC +Participant and its designated bank to det ermine the cause of fa ilure and request such +defaulting HKSCC Participant to rectify or procure to rectify the failure. +However, if it is determined that such settlem ent obligation cannot be met, the affected +Hong Kong Offer Shares will be reallocated to t he 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 w ill 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 +n o ta l l o c a t e dt oy o ud u et ot h emoney settlement failure. +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 8 2– + + +--- page 292 --- +D. DISPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF +APPLICATION MONIES +You will receive one H Share certificate for al l 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 issu ed in respect of the H Shares. No receipt will be +issued for sums paid on application. +H Share certificates will only become valid at 8 : 00 a.m. on the Listing Date, provided that the +Global Offering has become unconditional and the r ight of termination described in the section +headed ‘‘Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering +— Grounds for Termination’’ has not been exercised. Investors who trade the H Shares on the basis +of publicly available allocation details prior to t he receipt of H Share certificates or prior to the H +Share certificates becoming valid evidence of title do so entirely at their own risk. +The right is reserved to retain any H Share cer tificate(s) and (if app licable) any surplus +application monies pending cl earance of applic ation monies. +The following sets out the relevant procedures and time: +White Form eIPO service HKSCC EIPO channel +Dispatch/collection of H Share certificate 1 +For application of +1,000,000 Hong Kong +Offer Shares or more +Collection in person from the H Share +Registrar, Comput ershare Hong Kong +Investor Services Limited at Shops +1712–1716, 17th Floor, Hopewell +Centre, 183 Queen’s Road East, Wan +Chai, Hong Kong. +H Share certificate(s) will be issued in the +name of HKSCC Nominees, deposited +into CCASS and credited to your +designated HKSCC Participant’s stock +account. +Time: from 9 : 00 a.m. to 1 : 00 p.m. on +Tuesday, 23 June 2026 (Hong Kong +time). +No action by you is required. +If you are an individual, you must not +authorise any other person to collect for +you. If you are a corporate applicant, +your authorised representative must +bear a letter of authorization from your +corporation stamped with your +corporation’s chop. +Both individuals and authorised +representatives must produce, at the +time of collection, evidence of identity +acceptable to the H Share Registrar. +Note: If you do not collect your H Share +certificate(s) personally within the +time above, it/they will be sent to +the address specified in your +application instructions by +ordinary post at your own risk. +For application of less than +1,000,000 Hong Kong +Offer Shares +Your H Share certificate(s) will be sent to +the address specifie di ny o u ra p p l i c a t i o n +instructions by ordinary post at your +own risk. +Date: Monday, 22 June 2026. +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 8 3– + + +--- page 293 --- +White Form eIPO service HKSCC EIPO channel +Refund mechanism for surplus application monies paid by you +Date Tuesday, 23 June 2026. Subject to the arrangement between you +and your broker or custodian. +Responsible party H Share Registrar. Your broker or custodian. +Application monies paid +through single bank +account +White Form e-Refund payment +instructions to your designated bank +account. +Your broker or custodian will arrange +refund to your designated bank account +subject to the arrangement between you +and it. +Application monies paid +through multiple bank +accounts +Refund cheque(s) will be dispatched to the +address as specified in your application +instructions by ordinary post at your +own risk. +1. Except in the event of a tropical cyclone warning sign al number 8 or above, a black r ainstorm warning and/or +Extreme Conditions in the morning on Monday, 22 June 2026 rendering it impossible for the relevant H Share +certificates to be dispatched to HKSCC in a timely manne r, the Company shall procure the H Share Registrar to +arrange for delivery of the supporting documents and H S hare certificates in accordance with the contingency +arrangements as agreed between them. You may refer to ‘ ‘— E. Severe Weather Arrangements’’ in this section. +E. SEVERE WEATHER ARRANGEMENTS +The Opening and Closing of the Application Lists +The application lists will not open or close on Wednesday, 17 June 2026 if, there is/are: +. a tropical cyclone warning signal number 8 or above; +. a black rainstorm warning; and/or +. an Extreme Condition, +(collectively, ‘‘Severe Weather Signals ’’), +in force in Hong Kong at any time between 9 : 00 a.m. and 12 : 00 noon on Wednesday, 17 June +2026. +Instead they will open between 11 : 45 a.m. and 12 : 00 noon and/or close at 12 : 00 noon on +the next business day which does not have Severe Weather Signals in force at any time between +9 : 00 a.m. and 12 : 00 noon. +Prospective investors should be aware that a postponement of the opening/closing of the +application lists may result in a delay in the lis ting date. Should there be any changes to the +dates mentioned in the section headed ‘‘Exp ected 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.senior798.com of the revised timetable. +If a Severe Weather Signal is hoisted on Monday, 22 June 2026, the H Share Registrar will +make appropriate arrangements for the deliv ery of the H Share certificates to the CCASS +Depository’s service counter so that they woul d be available for trading on Tuesday, 23 June +2026. +If a Severe Weather Signal is hoisted on Monday, 22 June 2026, for application of less +than 1,000,000 Hong Kong Offer Shares, the despa tch of physical H Share certificates and/or +refund cheque (if applicable) will be made by ordinary post when the post office re-opens after +the Severe Weather Signal is lowered or cance lled (e.g. in the afternoon of Monday, 22 June +2026 or on Tuesday, 23 June 2026). +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 8 4– + + +--- page 294 --- +If a Severe Weather Signal is hoisted on Tuesday, 23 June 2026, for application of +1,000,000 Hong Kong Offer Shares or more, physic al H Share certificates and/or refund cheque +(if applicable) will be available for collection i n person at the H Share Registrar’s Office after +the Severe Weather Signal is lowered or cancell ed (e.g. in the afternoon of Tuesday, 23 June +2026 or on Wednesday, 24 June 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 Part icipants is required to take place in CCASS on the +second settlement day after any trading day. +All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC +Operational Procedures in effect from time to time. +All necessary arrangements have been made enabling the H Shares to be admitted into CCASS. +You should seek the advice of your broker or other professional adviser for details of the +settlement arrangement as such arrangemen ts may affect your rights and interests. +G. PERSONAL DATA +The following Personal Information Collect ion Statement applies to any personal data +collected and held by our Company, the H Share Registrar, the receiving bank 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 c lient 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 Coll ection Statement informs the applicant for, and holder of, +Hong Kong Offer Shares, of the policies and practices of our Company and the H Share +Registrar in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 +of the Laws of Hong Kong). +2. Reasons for the collection of your personal data +It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure +that personal data supplied to our Company or i ts agents and the H Share Registrar is accurate +and up-to-date when applying for Hong Kong O ffer Shares or transferring Hong Kong Offer +Shares into or out of their names or in procu ring the services of the H Share Registrar. +Failure to supply the requested data or supp lying inaccurate data may result in your +application for Hong Kong Offer Shares being rejected, or in the delay or the inability of our +Company or the H Share Registrar to effect transf ers or otherwise render their services. It may +also prevent or delay registration or transfers of Hong Kong Offer Shares which you have +successfully applied for and/or the dispatch of H Share certificate(s) to which you are entitled. +It is important that applicants for and holders of Hong Kong Offer Shares inform our +Company and the H Share Registrar immediatel y of any inaccuracies in the personal data +supplied. +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 8 5– + + +--- page 295 --- +3. Purposes +Your personal data may be used, held, processed, and/or stored (by whatever means) for +the following purposes: +. processing your application and refund cheque and White Form e-Refund payment +instruction(s), where applicable, verif ication 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 reg ulations in Hong Kong and elsewhere; +. registering new issues or transfers into or out of the names of the holders of the H +Shares including, where app licable, HKSCC Nominees; +. maintaining or updating the regi ster of members of our Company; +. verifying identities of applicants for and holders of the H Shares and identifying any +duplicate applications for the Shares; +. facilitating Hong Kong O ffer Shares balloting; +. establishing benefit entitlements of holders of the H Shares, such as dividends, rights +issues, bonus issues, etc.; +. distributing communications from our Company and our subsidiaries; +. compiling statistical information and profiles of the holder of the H Shares; +. disclosing relevant information to fa cilitate claims on entitlements; and +. any other incidental or associated purposes relating to the above and/or to enable +our Company and the H Share Registrar to discharge their obligations to applicants +and holders of the H Shares and/or regula tors and/or any other purposes to which +applicants and holders of the H Shares may from time to time agree. +4. Transfer of personal data +Personal data held by our Company and the H Share Registrar relating to the applicants +for and holders of Hong Kong Offer Shares will be kept confidential but our Company and the +H Share Registrar may, to the extent necessa ry 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: +. our Company’s appointed agents such as financial advisors, receiving bank and +overseas principal share registrar; +. HKSCC or HKSCC Nominees, who will use the personal data and may transfer the +personal data to the H Share Registrar, in each case for the purposes of providing its +services or facilities or performing its fu nctions 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 se rvice providers who offer administrative, +telecommunications, computer, payment or other services to our Company or the H +Share Registrar in connection with the ir 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. +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 8 6– + + +--- page 296 --- +5. Retention of personal data +Our Company and the H Share Registrar will keep the personal data of the applicants and +holders of Hong Kong Offer Shares for as long as necessary to fulfil the purposes for which the +personal data were collected. Personal data whi ch 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 Offe r Shares have the right to ascertain whether +our 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. Our Company and the H Share Registrar have the +right to charge a reasonable fee for the processi ng of such requests. All requests for access to +data or correction of data should be addressed to our Company and the H Share Registrar, at +their registered address disclosed in the sect ion headed ‘‘Corporate Information’’ in this +prospectus or as notified from time to time, for the attention of our joint company secretaries, +or the H Share Registrar for the attention of the privacy compliance officer. +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 8 7– + + +--- page 297 --- +The following is the text of a report set out on pages I-1 to I-104, received from the +Company’s reporting accountants, Rongcheng (Hong Kong) CPA Limited, Certified Public +Accountants, Hong Kong, for the purpose of incorporation in this prospectus. It is prepared +and addressed to the directors of the Company and to the Sole Sponsor pursuant to the +requirements of HKSIR 200 Accountants’Reports on Historical Financial Information in +Investment Circulars issued by the Hong Kong In stitute of Certified Public Accountants. +ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE +DIRECTORS OF SHENZHEN SENIOR TEC HNOLOGY MATERIAL CO., LTD. AND +CHINA SECURITIES (INTERNATIONA L) CORPORATE FINANCE COMPANY +LIMITED +Introduction +We report on the historical financial information of Shenzhen Senior Technology +Material Co., Ltd. (the ‘‘ Company ’’) and its subsidiaries (together, the ‘‘ Group ’’) set out on +pages I-4 to I-104, which comprises the consolidated statements of financial position of the +Group as at 31 December 2023, 2024 and 2025 the statements of financial position of the +Company as at 31 December 2023, 2024 and 20 25, and the consolidated statements of +comprehensive income, the consolidated statements of changes in equity and the +consolidated statements of cash flows of the Group for each of the years ended 31 +December 2023, 2024 and 2025 (the ‘‘ Track Record Period ’’) and material accounting policy +information and other explanato ry information (together, the ‘‘ Historical Financial +Information ’’). The Historical Financial Inform ation set out on page I-4 to I-104 forms +an integral part of this report, which has been prepared for inclusion in the prospectus of +the Company dated 12 June 2026 (the ‘‘ Prospectus ’’) in connection with the initial listing of +H shares of the Company on the Main Board of The Stock Exchange of Hong Kong +Limited. +Directors’ responsibility for the H istorical 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 +presentation and preparation set out in Note 2 to the Historical Financial Information, and +for such internal control as the directors of the Company determine is necessary to enable +the preparation of the Historical Financial Information that is free from material +misstatement, whether due to fraud or error. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1– + + +--- page 298 --- +Reporting accountants’ responsibility +Our responsibility is to express an opinion on the Historical Financial Information and +to report our opinion to you. We conducted our work in accordance with Hong Kong +Standard on Investment Circular Reporting Engagements 200, ‘‘Accountants’ Reports on +Historical Financial Information in Investment Circulars’’ issued by the Hong Kong +Institute of Certified Public Accountants (‘‘ HKICPA ’’). This standard requires that we +comply with ethical standards and plan and perform our work to obtain reasonable +assurance about whether the Historical Financial Information is free from material +misstatement. +Our work involved performing procedures to obtain evidence about the amounts and +disclosures in the Historical Financial Information. The procedures selected depend on the +reporting accountants’ judgement, including the assessment of risks of material +misstatement of the Historical Financial Information, whether due to fraud or error. In +making those risk assessments, the reporting ac countants consider internal control relevant +to the entity’s preparation of Historical Fina ncial Information that gives a true and fair +view in accordance with the basis of presenta tion and preparation set out in Note 2 to the +Historical Financial Information in order to design procedures that are appropriate in the +circumstances, but not for the purpose of expressing an opinion on the effectiveness of the +entity’s internal control. Our work also inc luded evaluating the appropriateness of +accounting policies used and the reasonableness of accounting estimates made by the +directors of the Company, 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 purpose of the +accountants’ report, a true and fair view of the Group’s consolidated financial position as at +31 December 2023, 2024 and 20 25, the Company’s financial position as at 31 December +2023, 2024 and 2025 and of the consolidated financial performance and consolidated cash +flows of the Group for the Track Record Period in accordance with the basis of +presentation and preparation set out in Note 2 to the Historical Financial Information. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2– + + +--- page 299 --- +Report on matters under the Rules Governing the Listing of Securities on The Stock Exchange +of Hong Kong Limited (the ‘‘Listing Rules’’) and the Companies (Winding Up and +Miscellaneous Provisions) Ordinance +Adjustments +In preparing the Historical Financial Information, no adjustments to the Underlying +Financial Statements as defined on page I-4 have been made. +Dividends +We refer to Note 12 to the Historical Financial Information which contains +information about the dividends declared and paid by the Company in respect of the +Track Record Period. +Rongcheng (Hong Kong) CPA Limited +Certified Public Accountants +LO, Chi Kin +Practising Certificate Number: P08415 +Hong Kong +12 June 2026 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3– + + +--- page 300 --- +I. HISTORICAL FINANCIAL INFORMATION OF THE GROUP +Preparation of Historica l Financial Information +Set out below is the Historical Financial Information which forms an integral part +of this accountants’ report. +The consolidated financial statements of the Group for the Track Record Period, +on which the Historical Financial Information is based, have been prepared in +accordance with the accounting policies which conform with IFRS Accounting +Standards issued by International Accounting Standards Board (‘‘ IASB ’’) and were +audited by Rongcheng (Hong Kong) CPA Limited in accordance with International +Standards on Auditing issued by IAASB (‘‘ Underlying Financial Statements ’’). +The Historical Financial Information is presented in Renminbi (‘‘ RMB’’) and all +values are rounded to the nearest thousand (RMB’000) except when otherwise +indicated. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4– + + +--- page 301 --- +CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME +Year ended 31 December +2023 2024 2025 +Notes RMB’000 RMB’000 RMB’000 +Revenue 5 2,981,863 3,506,153 4,076,845 +Cost of sales 8 (1,691,456) (2,521,858) (3,193,640) +Gross profit 1,290,407 984,295 883,205 +Other income 6 213,294 182,866 183,947 +Net impairment losses (recognised)/reversed on +financial assets (12,729) (62,760) 7,038 +Other (losses) and gains, net 7 (63,312) 36,478 18,627 +Research and development expenses 8 (242,464) (248,024) (278,380) +General and administrative expenses 8 (330,869) (314,837) (431,709) +Selling expenses 8 (38,728) (37,112) (42,805) +Share of results of associates and joint venture, net (1,940) (1,349) (1,200) +Finance costs 10 (96,611) (132,538) (218,260) +Profit before income tax 717,048 407,019 120,463 +Income tax (expense)/credit 11 (123,353) (36,311) 22,647 +Profit for the year 593,695 370,708 143,110 +Profit for the year attributable to: +Owners of the Company 576,330 363,826 105,652 +Non-controlling interests 17,365 6,882 37,458 +593,695 370,708 143,110 +Other comprehensive income/(loss) for the year, +n e to ft a x +Item that will be reclassified subsequently +to profit or loss: +Translation of financial statements of foreign +operations, net of tax 59,130 (75,660) 318,551 +Item that will not be reclassified subsequently +to profit or loss: +Fair value changes of equity investments designated +at fair value through other co mprehensive income — — 12,047 +59,130 (75,660) 330,598 +Total comprehensive income for the year 652,825 295,048 473,708 +Total comprehensive income for the year attributable to: +Owners of the Company 635,460 288,166 436,250 +Non-controlling interests 17,365 6,882 37,458 +652,825 295,048 473,708 +Earnings per share (‘‘EPS’’) for profit attributable +to owners of the Company 13 +Basic (in RMB per share) 0.45 0.27 0.08 +Diluted (in RMB per share) 0.45 0.27 0.08 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5– + + +--- page 302 --- +CONSOLIDATED STATEMENTS OF FINANCIAL POSITION +As at 31 December +2023 2024 2025 +Notes RMB’000 RMB’000 RMB’000 +ASSETS AND LIABILITIES +Non-current assets +Property, plant and equipment 14 8,570,012 13,009,505 16,932,017 +Right-of-use assets 15(a) 591,537 850,810 886,508 +Intangible assets 16 5,276 7,844 20,936 +Investment properties 17 — — 135,551 +Investments in associates and joint venture 18 5,118 49,589 22,571 +Financial assets at fair value through profit or loss 19(a) 64,212 76,982 94,598 +Financial assets at fair value through other +comprehensive income 20 — — 30,863 +Time deposits 25 — 51,562 52,525 +Prepayments, other receivables and other assets 23 1,279,387 1,533,439 467,090 +Deferred income tax assets 27 11,393 23,723 66,742 +10,526,935 15,603,454 18,709,401 +Current assets +Inventories 21 396,864 518,063 762,381 +Trade and notes receivables 22 1,773,249 2,376,056 2,480,060 +Prepayments, other receivables and other assets 23 419,819 357,903 440,517 +Amounts due from related parties 39(c) — 6 3,646 +Prepaid income tax 5,023 20,483 5,441 +Financial assets at fair value through profit or loss 19(a) 870,638 299,367 30,001 +Financial assets at fair value through other +comprehensive income 20 79,585 292,318 369,753 +Restricted bank deposits 24 145,402 485,496 571,202 +Time deposits 25 1,983,538 541,635 233,037 +Cash and cash equivalents 26 1,744,409 2,650,754 1,187,671 +7,418,527 7,542,081 6,083,709 +Current liabilities +Trade and notes payables 28 478,454 532,281 669,699 +Financial liabilities at fair value through profit or loss 19(b) — — 12,620 +Contract liabilities 3,577 4,333 18,139 +Other payables and accruals 29 899,443 1,382,915 1,015,518 +Amounts due to related parties 39(c) 119 635 994 +Borrowings 30 2,598,947 4,105,067 5,748,288 +Lease liabilities 15(b) 3,862 18,646 24,102 +Income tax payable 37,770 17,145 29,773 +4,022,172 6,061,022 7,519,133 +Net current assets/(liabilities) 3,396,355 1,481,059 (1,435,424) +Total assets less current liabilities 13,923,290 17,084,513 17,273,977 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6– + + +--- page 303 --- +As at 31 December +2023 2024 2025 +Notes RMB’000 RMB’000 RMB’000 +Non-current liabilities +Other payables and accruals 29 476,520 498,058 472,202 +Borrowings 30 3,411,636 6,278,987 6,361,445 +Lease liabilities 15(b) 37,134 299,858 281,768 +Deferred income tax liabilities 27 39,223 36,488 17,810 +3,964,513 7,113,391 7,133,225 +Net assets 9,958,777 9,971,122 10,140,752 +EQUITY +Share capital and treasury shares 31 1,255,985 1,280,192 997,366 +Reserves 33 8,537,690 8,518,946 8,933,944 +Equity attributable to owners of the C ompany 9,793,675 9,799,138 9,931,310 +Non-controlling interests 165,102 171,984 209,442 +Total equity 9,958,777 9,971,122 10,140,752 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7– + + +--- page 304 --- +STATEMENTS OF FINANCIAL POSITION OF THE COMPANY +As at 31 December +2023 2024 2025 +Notes RMB’000 RMB’000 RMB’000 +ASSETS AND LIABILITIES +Non-current assets +Property, plant and equipment 14 838,139 842,682 649,965 +Right-of-use assets 15(a) 57,811 61,998 56,889 +Intangible assets 16 3,289 2,598 4,174 +Investment properties 17 — — 135,551 +Investments in associates and joint venture 18 5,118 49,589 22,571 +Investments in subsidiaries 37 4,502,627 4,783,627 8,433,200 +Financial assets at fair value through profit or loss 19(a) 63,912 76,682 94,298 +Financial assets at fair value through other +comprehensive income 20 — — 30,863 +Time deposits 25 — 20,864 21,113 +Prepayments, other receivables and other assets 23 195,397 175,953 74,723 +Deferred income tax assets 27 — 2,850 22,297 +5,666,293 6,016,843 9,545,644 +Current assets +Inventories 21 77,818 82,864 30,359 +Trade and notes receivables 22 1,164,844 1,660,434 1,337,664 +Prepayments, other receivables and other asset 23 18,438 28,807 41,431 +Amounts due from subsidiaries and related parties 39(c) 1,160,218 4,241,550 3,113,750 +Prepaid income tax 5,023 4,480 1,815 +Financial assets at fair value through profit or loss 19(a) 810,280 229,367 30,001 +Financial assets at fair value through other +comprehensive income 20 55,007 266,001 325,845 +Restricted bank deposits 24 81,927 437,654 186,802 +Time deposits 25 1,781,762 50,797 111,800 +Cash and cash equivalents 26 1,029,618 995,122 257,117 +6,184,935 7,997,076 5,436,584 +Current liabilities +Trade and notes payables 28 225,970 89,250 159,190 +Financial liabilities at fair value through profit or loss 19(b) — — 12,591 +Contract liabilities 3,273 3,901 2,062 +Other payables and accruals 29 268,345 114,026 70,511 +Amounts due to subsidiaries and related pa rties 39(c) 2,474,270 4,404,438 4,239,652 +Borrowings 30 351,425 702,489 1,565,784 +Lease liabilities 15(b) — 2,655 2,752 +3,323,283 5,316,759 6,052,542 +Net current assets/(liabilities) 2,861,652 2,680,317 (615,958) +Total assets less current liabilities 8,527,945 8,697,160 8,929,686 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 8– + + +--- page 305 --- +As at 31 December +2023 2024 2025 +Notes RMB’000 RMB’000 RMB’000 +Non-current liabilities +Other payables and accruals 29 48,762 56,520 52,546 +Borrowings 30 310,000 469,000 1,022,500 +Lease liabilities 15(b) — 4,166 1,414 +358,762 529,686 1,076,460 +Net assets 8,169,183 8,167,474 7,853,226 +EQUITY +Share capital and treasury shares 31 1,255,985 1,280,192 997,366 +Reserves 33 6,913,198 6,887,282 6,855,860 +Total equity 8,169,183 8,167,474 7,853,226 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 9– + + +--- page 306 --- +CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY +Attributable to owners of the Company +Share +capital +Treasury +shares +reserve +Capital +reserve +Other +comprehensive +income reserve +Statutory +reserve +Retained +earnings Sub-total +Non- +controlling +interests +Total +equity +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Note 31 Note 31 (Note (a)) (Note (b)) (Note (c)) +As at 1 January 2023 1,280,806 (100,566) 5,663,210 (559) 97,712 1,494,759 8,435,362 147,737 8,583,099 +Profit for the year — — — — — 576,330 576,330 17,365 593,695 +Other comprehensive income for +the year — — — 59,130 — — 59,130 — 59,130 +Total comprehensive income for +the year — — — 59,130 — 576,330 635,460 17,365 652,825 +Appropriation of statutory reserve — — — — 11,782 (11,782) — — — +Dividends declared (Note 12) — — — — — (127,931) (127,931) — (127,931) +Revocable dividends attributable to +restricted shareholders — 524 — — — — 524 — 524 +Share-based compensation expenses +(Note 32) — — 4,712 — — — 4,712 — 4,712 +Issue, repurchase and release of +shares under restricted stock +incentive schemes (Note 31) 877 10,920 9,389 — — — 21,186 — 21,186 +Private placement (Note 31) 63,424 — 760,938 — — — 824,362 — 824,362 +As at 31 December 2023 1,345,107 (89,122) 6,438,249 58,571 109,494 1,931,376 9,793,675 165,102 9,958,777 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 0– + + +--- page 307 --- +Attributable to owners of the Company +Share +capital +Treasury +shares +reserve +Capital +reserve +Other +comprehensive +income reserve +Statutory +reserve +Retained +earnings Sub-total +Non- +controlling +interests +Total +equity +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Note 31 Note 31 (Note (a)) (Note (b)) (Note (c)) +As at 1 January 2024 1,345,107 (89,122) 6,438,249 58,571 109,494 1,931,376 9,793,675 165,102 9,958,777 +Profit for the year — — — — — 363,826 363,826 6,882 370,708 +Other comprehensive loss for +the year — — — (75,660) — — (75,660) — (75,660) +Total comprehensive (loss)/income for +the year — — — (75,660) — 363,826 288,166 6,882 295,048 +Appropriation of statutory reserve — — — — 28,099 (28,099) — — — +Dividends declared (Note 12) — — — — — (295,382) (295,382) — (295,382) +Revocable dividends attributable to +restricted shareholders — 697 — — — — 697 — 697 +Share-based compensation expenses +(Note 32) — — 11,982 — — — 11,982 — 11,982 +Issue and repurchase of shares under +restricted shares incentive +schemes (Note 31) ( 2 , 1 5 0 ) 2 5 , 6 6 0 ( 2 3 , 5 1 0 ) —————— +As at 31 December 2024 1,342,957 (62,765) 6,426,721 (17,089) 137,593 1,971,721 9,799,138 171,984 9,971,122 +As at 1 January 2025 1,342,957 (62,765) 6,426,721 (17,089) 137,593 1,971,721 9,799,138 171,984 9,971,122 +Profit for the year — — — — — 105,652 105,652 37,458 143,110 +Other comprehensive income +for the year — — — 330,598 — — 330,598 — 330,598 +Total comprehensive income +for the year — — — 330,598 — 105,652 436,250 37,458 473,708 +Dividends declared (Note 12) — — — — — (66,595) (66,595) — (66,595) +Share-based compensation +expenses (Note 32) — — 39,906 — — — 39,906 — 39,906 +Repurchase and cancellation of +shares under restricted shares +incentive schemes (Note 31) ( 1 , 0 6 5 ) 1 1 , 9 8 9 ( 1 0 , 9 2 4 ) —————— +Repurchase of shares (Note 31) — (299,982) — — — — (299,982) — (299,982) +Issue of shares under +restricted shares incentive +schemes (Note 31) 6,232 — 16,361 — — — 22,593 — 22,593 +As at 31 December 2025 1,348,124 (350,758) 6,472,064 313,509 137,593 2,010,778 9,931,310 209,442 10,140,752 +Notes: +(a) Capital reserve mainly includes share premium a nd other reserve recognised under the share-based +payment. +(b) Other comprehensive income reserve is the reserve due to the translation of financial statements of foreign +operations and fair value changes of equity inves tments designated at fair value through other +comprehensive income. +(c) It represents the statutory reserve of the c ompany in the People’s Republic of China (the ‘‘ PRC’’). +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 1– + + +--- page 308 --- +CONSOLIDATED STATEMENTS OF CASH FLOWS +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Operating activities +Profit before income tax 717,048 407,019 120,463 +Adjustments for: +Share of results of associates and joi nt venture, net 1,940 1,349 1,200 +Depreciation of propert y, plant and equipment (Note 14) 445,559 598,297 864,575 +Depreciation of right-of-use assets (Note 15) 4,485 9,534 17,735 +Amortisation of intangible assets (Note 16) 1,397 1,489 2,953 +Investment income from financial assets at fair value through +profit or loss (Note 7) (38,720) (20,175) (85,995) +Net fair value (gains)/losses on financial assets and liabilities +at fair value through profit or loss (Note 7) (3,636) 9,666 (6,418) +Net losses on disposal of property, plant and equipment +(Note 7) 850 2,248 18,946 +Impairment loss on property, plant and equipment (Note 7) — — 30,447 +Net impairment losses recognised on inventories (Note 8) 19,142 3,242 17,286 +Loss due to inventory write-off (Note 7) — — 29,709 +Finance costs (Note 10) 96,611 132,538 218,260 +Net impairment losses recognised/(reversed) on trade and +notes receivables and other receivables 12,729 62,760 (7,038) +Share-based payment expenses (Note 32) 4,811 11,982 39,906 +Amortisation of deferred government grants (Note 6) (26,720) (33,844) (53,266) +Net foreign exchange gains (Note 7) (1,019) (27,138) (11,390) +Operating profit before working capita l change 1,234,477 1,158,967 1,197,373 +Increase in trade and notes receivabl es (294,150) (861,047) (175,236) +Increase in prepayments and other receivables (163,972) (395,356) (437,044) +Increase in inventories (132,650) (123,772) (293,599) +Increase/(decrease) in trade and notes payables (61,650) 53,827 137,421 +Increase in other payables and accruals 647,395 622,516 321,247 +Increase in contract liabilities 1,228 756 13,806 +Cash generated from operations 1,230,678 455,891 763,968 +Income tax paid (96,604) (87,447) (11,456) +Net cash flows generated from operating activities 1,134,074 368,444 752,512 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 2– + + +--- page 309 --- +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Investing activities +Payment and prepayment for purchase of property, plant and +equipment (3,950,726) (4,548,570) (3,737,322) +Proceeds from disposal of property, plant and equipment — net 49 16,710 2,996 +Purchase of intangible assets (293) (4,058) (16,038) +Additions to right-of-use as sets (258,750) — (27,566) +Investment income received from wealth management products +and structured deposit 44,590 22,010 3,740 +Investments in associates and joint venture — (45,820) (16,580) +Proceeds from liquidation of an associate — — 42,398 +Receipt from maturity of time deposits 3,548,064 8,016,310 3,357,487 +Placement of time deposits (3,851,445) (6,434,001) (3,002,166) +Proceeds from sale of financial assets at fair value through profit +or loss 5,270,000 5,512,400 2,658,170 +Purchase of financial assets at fair value through profit or loss (4,593,000) (4,965,400) (2,515,434) +Prepayment and payment for equity instru ments investment — (13,816) (5,000) +Placement of deposits for fina ncial liabilities at fair value +through profit or loss — — (14,245) +Net cash flows used in investing activities (3,791,511) (2,444,235) (3,269,560) +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 3– + + +--- page 310 --- +Year ended 31 December +2023 2024 2025 +Notes RMB’000 RMB’000 RMB’000 +Financing activities +Proceeds from issue of shares 824,362 — 22,593 +Proceeds from issue of restricted shares 10,801 — — +Repurchase of restricted shares (535) (25,660) (12,456) +Proceeds from bank borrowings 36 1,927,016 4,442,584 2,829,402 +Repayment of bank borrowings 36 (489,176) (1,259,051) (1,742,848) +Interest paid 36 (154,279) (245,492) (264,781) +Proceeds from other borrowings 3 6 1,528,786 2,593,090 2,230,950 +Repayment of other borrowings 36 (414,671) (1,418,330) (1,696,834) +Principal portion of lease payments 36 (2,402) (7,494) (69,464) +Dividends paid to the owners of the Company (127,931) (295,382) (66,595) +Payment on repurchase of shares — — (299,983) +Payments of listing expenses — — (17,035) +Receipt from maturity of pledged bank deposits 448,428 141,940 1,459,251 +Placement of pledged bank deposits (469,077) (895,189) (1,311,348) +Net cash flows generated from financing activities 3,081,322 3,031,016 1,060,852 +Net increase/(decrease) in cash and cash equivalents 423,885 955,225 (1,456,196) +Cash and cash equivalents at beginning of year 1,293,953 1,744,409 2,650,754 +Effect of foreign exchange rate changes, net 26,571 (48,880) (6,887) +Cash and cash equivalents at end of year 26 1,744,409 2,650,754 1,187,671 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 4– + + +--- page 311 --- +II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION +1. GENERAL INFORMATION +The Company was a limited liability company incorporated in the PRC on 17 September 2003 and +changed to a joint stock limited company on 3 Septemb er 2008. The Company’s A shares are listed on Shenzhen +Stock Exchange on 1 November 2016. The address of the Company’s registered office and its principal place of +business is Gongming office, Guangming District, She nzhen City, Guangdong Province, Tianyuan Road North, +the PRC. +During the Track Record Period, the Company and its s ubsidiaries are principal ly engaged in the research +and development, production and sales of lithium-ion bat tery separators applied in the field of new energy, new +materials and new energy vehicles. +The Company has a diversified shareholder structure . Among them, as a natural person shareholder, Chen +Xiufeng holds 12.65% of the company’s shares and is the largest individual shareholder of the company. In this +Historical Financial Information, certain English n ame of the companies referred herein represent the +management’s best effort to translate the Chines e name of the companies as no English name has been +registered. +2. BASIS OF PRESENTATION AND PREPARATION +The Historical Financial Information has been prep ared in accordance with IFRS Accounting Standards, +which collective term includes all applicable indivi dual International Financial Reporting Standards (‘‘ IFRSs ’’) +and Interpretations approved by the IASB. In additi on, the Historical Financial Information includes +applicable disclosures required by the Listin g Rules and by the Hong Kong Companies Ordinance. +As at 31 December 2025, the Group had net current liabi lities of approximately RMB1,435,424,000. Based +on the working capital forecast of the Group for the ne xt twelve months, taking into account the financial +resources available to the Group, incl uding existing cash and cash equivale nts, unutilised bank credits (Note +30), the directors of the Company (the ‘‘ Directors ’’) are of the opinion that the Group will have sufficient cash +resources to satisfy its future working capital in the next twelve months from the date of this report. +Accordingly, the Directors consider that it is appropriate that the Historical Financial Information is prepared +on a going concern basis. +The Historical Financial Information has been prep ared on the historical cost basis except for certain +financial assets and liabilitie s which are stated at fair value. +It should be noted that accounting estimates and assum ptions are used in preparation of the Historical +Financial Information. Although the se estimates are based on managemen t’s best knowledge and judgement of +current events and actions, actual res ults may ultimately differ from thos e estimates. The areas involving a +higher degree of judgement or complexity, or areas whe re assumptions and estimat es are significant to the +Historical Financial Informa tion are disclosed in Note 4. +The material accounting policy information that ha s been used in the preparation of this Historical +Financial Information are disclosed in Note 3.2. These accounting policies have been consistently applied to all +the periods presented in the Historical Fina ncial Information, unless otherwise stated. +All IFRS Accounting Standards effective for the a ccounting period commencing from 1 January 2025, +together with the relevant transiti onal provisions, have been adopted by the Group in the preparation of the +Historical Financial Information throughout the Track Record Period. The adoption of the IFRS Accounting +Standards do not have any significant impact on the fin ancial positions or results of the Group during the Track +Record Period. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 5– + + +--- page 312 --- +3.1 ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS +The Group has not early adopted the following new a nd amended IFRS Accounting Standards which have +been issued but are not yet effective: +Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and +its Associate or Joint Venture 3 +Amendments to IFRS 7 and IFRS 9 Amendments to the Classification and Measurement of +Financial Instruments 1 +Amendments to IFRS 7 and IFRS 9 Contracts Ref erencing Nature-dependent Electricity 1 +IFRS 18 Presentation and Discl osure in Financial Statements 2 +Annual Improvements to IFRSs Annual Improvements to IFRS Accounting Standards +— Volume 11 1 +Amendments to IAS 21 Translation to Hype rinflationary Presentation Currency 2 +1 Effective for accounting periods beginning on or after 1 January 2026 +2 Effective for accounting periods beginning on or after 1 January 2027 +3 Effective dates not yet determined +Except for new IFRS Accounting Standards mentioned b elow, the directors of the Company anticipate +that the application of all the new and amendments to IF RS Accounting Standards will have no material impact +on the Historical Financial Information of the Group in the foreseeable future. +IFRS 18 Presentation and Disclosure in Financial Statements +IFRS 18 Presentation and Disclosure in Financi al Statements, which sets out requirements on +presentation and disclosures in financial stateme nts, will replace IAS 1 Presentation of Financial +Statements. This new IFRS Accounting Standard, whi le carrying forward many of the requirements in +IAS 1, introduces new requirements to present specified categories and defined subtotals in the statement +of profit or loss; provide disclosures on management -defined performance measures in the notes to the +financial statements and improve aggregation and disaggregation of information to be disclosed in the +financial statements. In addition, some IAS 1 paragraphs have been moved to IAS 8 and IFRS 7. Minor +amendments to IAS 7 Statement of Cash Flows and IAS 33 Earnings per Share are also made. +IFRS 18, and amendments to other standards, will be effective for accounting periods beginning on +or after 1 January 2027, with early application permi tted. The application of IFRS 18 has no impact on +the Group’s financial positions and performance, bu t has impact on presentation of the consolidated +statements of comprehensive income. +3.2 MATERIAL ACCOUNTIN G POLICY INFORMATION +Basis of consolidation +Subsidiaries are all entities over which the Group has control. The Group controls an entity when +the Group is exposed to, or has rights to, variable ret urns from its involvement with the entity and has the +ability to affect those returns through its power over the entity. Subsidiaries ar e consolidated fully from +the date on which control is transferred to the Group. They are deconsolidated from the date that control +ceases. +Intra-group transactions, balances and unreali sed gains and losses on transactions between group +companies are eliminated in preparing the Historical Financial Information. Where unrealised losses on +sales of intra-group assets are reversed in consolidat ion, the underlying asset is also tested for impairment +from the Group’s perspective. Amounts reported in t he financial statements of subsidiaries have been +adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 6– + + +--- page 313 --- +Non-controlling interests in the results and e quity of subsidiaries are shown separately in the +consolidated statements of compre hensive income, consolidated statements of changes in equity and +consolidated statements of fina ncial position, respectively. +In the Company’s statement of financial position, subsidiaries are carried at cost less any +impairment loss unless the subsidiary is held for sal e or included in a disposal group. Cost is adjusted to +reflect changes in consideration arising from conting ent consideration amendments. Cost also includes +direct attributable costs of investment. +Foreign currency translation +The Historical Financial Information is presented in RMB, which is also the functional currency of +the Company. 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. +In the individual financial statements of the consolid ated entities, foreign currency transactions are +translated into the functional currency of the indivi dual entity using the exchange rates prevailing at the +dates of the transactions. At the end of the reporting period, monetary assets and liabilities denominated +in foreign currencies are translated at the foreign ex change rates ruling at that date. Foreign exchange +gains and losses resulting from the settlement of such transactions and from there translation of monetary +assets and liabilities at the end of the repor ting period are recognised in profit or loss. +Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated +at the rates prevailing on the date when the fair va lue was determined. Non-monetary items that are +measured in terms of historical cost in a foreign curre ncy are not retranslated (i.e., only translated using +the exchange rates at the transaction date). Wh en a fair value gain or loss on a non-monetary item is +recognised in profit or loss, any exchange compone nt of that gain or loss is also recognised in profit or +loss. When a fair value gain or loss on a non-monetary it em is recognised in other comprehensive income, +any exchange component of that gain or loss is also recognised in other comprehensive income. +In the Historical Financial Information, all indivi dual financial statements of foreign operations, +originally presented in a currency different from the G roup’s presentation currency, have been converted +into RMB. Assets and liabilities have been translat ed into RMB at the closing rates at the end of the +reporting period. Income and expenses have been conv erted into RMB at the exchange rates ruling at the +transaction dates, or at the average rates over the re porting period provided that the exchange rates do not +fluctuate significantly. Any differences arisin g from this procedure have been recognised in other +comprehensive income and accumulated separately i n the other comprehensive income reserve in equity. +Property, plant and equipment +Property, plant and equipment (other than constructi on in progress as described below) are initially +recognised at acquisition cost and/or manufacturi ng cost (including any cos t directly attributable to +bringing the assets to the location and condition n ecessary for them to be capable of operating in the +manner intended by the Group’s management, including costs of testing whethe r the related assets are +functioning properly). They are subsequently st ated at cost less accumulated depreciation and +accumulated impairment losses, if any. +Properties in the course of construction for pr oduction, supply or administrative purposes are +carried at cost, less any recognised impairment loss . Costs include professional fees and, for qualifying +assets, borrowing costs capitalis ed in accordance with the Group’s acc ounting policy. Such properties are +classified to the appropriate catego ries of property, plant and equipment when completed and ready for +intended use. Depreciation of these assets, on the same basis as other property assets, commences when +the assets are ready for their intended use. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 7– + + +--- page 314 --- +Depreciation is recognised so as to write off the co st of assets other than construction in progress +less their residual values using the straight-line basis over their estimated useful lives as follow: +Properties and buildings 20–40 years +Machinery 5–10 years +Transportation equipment 10 years +Administrative equipment 5–10 years +Experiments and other equipment 5–10 years +The land purchased by the Group overseas with perm anent property rights is recognised as freehold +land and is not depreciated. +Estimates of residual value and useful life are re viewed, and adjusted if appropriate, at the end of +each year for the Track Record Period. +Gain or loss arising on retirement or disposal is determined as the difference between the sales +proceeds and the carrying amount of the asset and is recognised in profit or loss. +Subsequent costs are included in the asset’s carry ing amount or recognised as a separate asset, as +appropriate, only when it is probable that future ec onomic benefits associated with the item will flow to +the Group and the cost of the item can be measured re liably. The carrying amount of the replaced part is +derecognised. All other costs, such as repairs and m aintenance, are charged to profit or loss during the +financial period in which they are incurred. +Right-of-use assets +Accounting policies of right-of-use assets (oth er than prepaid lease payments) are set out in +‘‘Leases’’ below. +Prepaid land lease payments (which meet the definit ion of right-of-use asset s) represent the upfront +payment for long-term land lease in which the payment can be reliably measured. It is stated at cost less +accumulated depreciation and any accumulated imp airment losses. Depreciation is calculated on a +straight-line basis over the term o f the lease/right-of-use except where an alternative basis is more +representative of the time pattern of benefits to be derived by the Group from use of assets. +Intangible assets +Acquired intangible assets are recognised initially a t cost. After initial recognition, intangible assets +with finite useful lives are carried at cost less accumu lated amortisation and any accumulated impairment +losses. Amortisation for intangible assets with finite useful lives is provided on straight-line basis over +their estimated useful lives. Amor tisation commences when the intangi ble assets are available for use. The +useful lives are as follows: +Software 5y e a r s +The assets’ amortisation methods and useful lives are reviewed, and adjusted if appropriate, at the +end of each year for the Track Record Period. +Intangible assets are tested for impairment as de scribed in ‘‘Impairment of non-financial assets’’ +below. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 8– + + +--- page 315 --- +Investment Properties +Investment properties are properties held to earn ren tals and/or for capital ap preciation. Investment +properties include land held for undetermined future use, which is regarded as held for capital +appreciation purpose. +Investment properties also include leased propert ies which are being recognised as right-of-use +assets and subleased by the Group under operating leases. +Investment properties are initially measured at cos t, including any directly attributable expenditure. +Subsequent to initial recognition, investment propert ies are stated at cost less subsequent accumulated +depreciation and any accumulated impairment losses. D epreciation is recognised so as to write off the cost +of investment properties over their estimated useful l ives and after taking into account of their estimated +residual value, using th e straight-line method. +Construction costs incurred for investment prope rties under construction ar e capitalised as part of +the carrying amount of the investment properties under construction. +Research and development +Costs associated with research activities are expensed in profit or loss as they incur. Costs that are +directly attributable to developmen t activities are recognised as intang ible assets provided they meet all of +the following recognition requirements: +(i) demonstration of technical feasibility of th e prospective product for internal use or sale; +(ii) there is intention to complete th e intangible asset and use or sell it; +(iii) the Group’s ability to use or sell t he intangible asset is demonstrated; +(iv) the intangible asset will generate probable economic benefits through internal use or sale; +(v) sufficient technical, financial and othe r resources are available for completion; and +(vi) the expenditure attributable to the i ntangible asset can be reliably measured. +Direct costs include employee co sts incurred on development activities along with an appropriate +portion of relevant overheads. The costs of developm ent of internally generated software, products or +know-how that meet the above recognition criteria are r ecognised as intangible assets. They are subject to +the same subsequent measurement met hod as acquired intangible assets. +All other development costs are expensed as incurred. +Financial instruments +Recognition and derecognition +Financial assets and financial l iabilities are recognised when the Group becomes a party to the +contractual provisions of the financial instrument. +Financial assets are derecognised when the contract ual rights to the cash flows from the financial +asset expire, or when the financial asset and substant ially all of its risks and rewards are transferred. A +financial liability is derecognised when it is exti nguished, discharged, cancelled or expires. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 9– + + +--- page 316 --- +Financial assets +Classification and initial measurement of financial assets +Except for those trade receivables that do not contain a significant financing component and are +measured at the transaction price in accordance with IFRS 15 ‘‘Revenue from Contracts with Customers’’, +all financial assets are initially measured at fair value, in case of a financial asset not at fair value through +profit or loss (‘‘ FVTPL ’’), plus transaction costs that are direct ly attributable to the acquisition of the +financial asset. Transaction costs of financial as sets carried at FVTPL are expensed in profit or loss. +Financial assets, other than those designated and eff ective as hedging instruments, are classified into +the following categories: +— amortised cost; +—F V T P L ; o r +— Fair value through other comprehensive income (‘‘ FVTOCI ’’). +The classification is determined by both: +— the Group’s business model for managing the financial asset; and +— the contractual cash flow charact eristics of the financial asset. +Subsequent measurement of financial assets +Debt instruments +Financial assets at amortised cost +Financial assets are measured at amortised cost if the assets meet the following conditions (and are +not designated as FVTPL): +— they are held within a business model whose obj ective is to hold the financial assets and collect +its contractual cash flows; and +— the contractual terms of the financial assets gi ve rise to cash flows that are solely payments of +principal and interest on the principal amount outstanding. +After initial recognition, these are measured at amortised cost using the effective interest method. +Interest income from these financial assets is incl uded other income in profit or loss. Discounting is +omitted where the effect of discounting is immaterial. T he Group’s restricted bank deposits, time deposits, +cash and cash equivalents, trade and notes receivables, other receivables fall into this category of financial +instruments. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 0– + + +--- page 317 --- +Financial assets at FVTOCI — recycling +If the contractual cash flows of the financial a ssets comprise solely payments of principal and +interest and are held within a business model whose objective is achieved by both the collection of +contractual cash flows and sale, subsequent change s in fair value are recognised in other comprehensive +income, except for the recognition in profit or loss of expected credit loss (‘‘ ECL’’), interest income +(calculated using the effective interest method) and foreign exchange gains and losses. When the +investment is derecognised, the amount accumulate d in other comprehensive income is recycled from +equity to profit or loss. +Financial assets at FVTPL +Financial assets that are held within a different bus iness model other than ‘‘hold to collect’’ or ‘‘hold +to collect and sell’’ are categorised at FVTPL. Furth er, irrespective of business model, financial assets +whose contractual cash flows are not solely paymen ts of principal and interest are accounted for at +FVTPL. All derivative financial in struments fall into this categor y, except for those designated and +effective as hedging instruments, for which the h edge accounting requirements under IFRS 9 apply. +Equity instruments +An investment in equity securities is classified as FVTPL unless the equity investment is not held for +trading purposes and on initial recognition of the inve stment, the Group elects to d esignate the investment +at FVTOCI (non-recycling) such that subsequent changes in fair value are recognised in other +comprehensive income and accumulated in ‘‘other comprehensive income reserve’’ in equity. Such +elections are made on an instrumen t-by-instrument basis but only be m ade if the investment meets the +definition of equity from the issuer’s perspective. +The equity instruments at FVTOCI are not subject to impairment assessment. The cumulative gain +or loss in ‘‘other comprehensive income reserve’’ wil l not be reclassified to profit or loss upon disposal of +the equity investments and will be transferred to retained earnings. +Dividends from these investments in equity instru ments are recognised in profit or loss when the +Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of +part of the cost of the investment. Dividends are i ncluded in ‘‘other income’’ in profit or loss. +Impairment of financial assets +IFRS 9’s impairment requirements use forward- looking information to recognise ECL — the ‘‘ECL +model’’. Instruments within the scope include d cash and bank deposits, trade receivables, notes +receivables, and other financial assets measured at amortised cost. +The Group considers a broader range of informatio n when assessing credit risk and measuring ECL, +including past events, current conditions, reasona ble and supportable forecast s that affect the expected +collectability of the future cash flows of the instrument. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 1– + + +--- page 318 --- +In applying this general model approa ch, a distinction is made between: +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 ri sk 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 impair ed) and for which the loss allowance is +measured at an amount equal to lifetime ECLs. +Measurement of the ECL is determined by a probabili ty-weighted estimate of credit losses over the +expected life of the financial instrument. +Cash and bank deposits +Cash and bank deposits are considered to have low credit risk because the counterparties are banks +and have a low risk of default, and have a strong capaci ty to meet its contractual cash flow obligations in +the near term. Cash and bank deposits are also subj ect to the impairment requirements of IFRS 9, while +the identified credit loss was immaterial. +Trade receivables and notes receivables +For trade and notes receivables, the Group applie s a simplified approach in calculating ECL and +recognises a loss allowance based on lifetime ECL at the end of each year for the Track Record Period. +These are the expected shortfalls in contractual cas h flows, considering the potential for default at any +point during the life of the financial assets. In calcu lating the ECL, the Group has established a provision +matrix that is based on its historical credit loss experience and external indicators, adjusted for +forward-looking factors specific to the debtors and the economic environment. +To measure the ECL, except for trade and notes r eceivables with significant outstanding balances +which are assessed individually, the remaining tr ade and notes receivables have been grouped based on +shared credit risk characteristics. +For notes receivables measured at FVTOCI, th e Group assumes that the credit risk on notes +receivables measured at FVTOCI has not increased sig nificantly since initial recognition if the notes +receivables measured at FVTOCI is determined to have low credit risk at the end of each reporting period. +Notes receivables measured at FVTOCI is determined to have low credit risk if it has a low risk of default, +the borrower has strong capacity to meet its contra ctual cash flow obligations in the near term and +adverse changes in economic and business conditions in the longer term may, but will not necessarily, +reduce the ability of the borrower to fulfil i ts contractual cash flow obligations. +Other receivables and other financial assets measured at amortised cost +The Group measures the loss allowance for other receivables equal to 12-month ECL, unless when +there has been a significant increase in credit risk since initial recogniti on, in which case the Group +recognises lifetime ECL. The assessment of whe ther lifetime ECL should be recognised is based on +significant increase in the likelihood of risk of default occurring since initial recognition. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 2– + + +--- page 319 --- +In assessing whether the credit risk has increased s ignificantly since initial recognition, the Group +compares the risk of a default occurring on the financial assets at the end of each year for the Track +Record Period with the risk of default occurring on the f inancial assets at the date of initial recognition. In +making this assessment, the Group considers both quantitative and qualitative information that is +reasonable and supportable, includi ng historical experience and for ward-looking information that is +available without undue cost or effort. +In particular, the following information is taken into account when assessing whether credit risk has +increased significantly: +— an actual or expected significant deteriorati on in the financial instrument’s external (if +available) or internal credit rating, +— significant deterioration in ext ernal market indicators of credit risk, e.g., a significant increase +in the credit spread and the credit default swap prices for the debtor; +— existing or forecast adverse changes in regulat ory, business, financial, economic conditions, or +technological environment that are expected to cause a significant decrease in the debtor’s +ability to meet its debt obligations; and +— an actual or expected significant deteriora tion in the operating results of the debtor. +For internal credit risk management, the Gr oup considers an event of default occurs when +information developed internally or obtained from ext ernal sources indicates that the debtor is unlikely to +pay its creditors, including the Group, in full (wit hout taking into account any collateral held by the +Group). +Detailed analysis of the ECL assessment of trad e and notes receivables, contract assets, other +financial assets measured at amortised cost and tra de and notes receivables measured at FVTOCI are set +out in Note 42. +Financial liabilities +Classification and measurem ent of financial liabilities +The Group’s financial liabilities include trade a nd notes payables, other payables and accruals, +borrowings, financial liability at FVTPL and lease liabilities. +Financial liabilities (other than lease liabilities) are initially measured at fair value, and, where +applicable, adjusted for transaction costs unless t he Group designated a financial liability at FVTPL. +Subsequently, financial liabilitie s (other than lease liabilities) ar e measured at amortised cost using +the effective interest method except for derivatives which are not designated as hedging instruments in +hedge relationships and financial liabilities desig nated at FVTPL, which are carried subsequently at fair +value with gains or losses r ecognised in profit or loss. +All interest-related charges and, if applicable, cha nges in an instrument’s fair value that are reported +in profit or loss are included in finance costs or other income. +Accounting policies of lease liabilit ies are set out in ‘‘Leases’’ below. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 3– + + +--- page 320 --- +Financial liabilities at FVTPL +Financial liabilities are classified as at FVTPL when the financial liability is (i) contingent +consideration of an acquirer in a business combinati on to which IFRS 3 applies, (ii) held for trading or +( i i i )i ti sd e s i g n a t e da sa tF V T P L . +A financial liability is held for trading if: +— it has been acquired principally for the pur pose of repurchasing it in the near term; or +— on initial recognition it is part of a portfolio of identified financial ins truments that the Group +manages together and has a recent actual pattern of short-term profit-taking; or +— it is a derivative, except for a derivative that is a financial guarantee contract or a designated +and effective hedging instrument. +A financial liability other than a fi nancial liability held for trading or contingent consideration of an +acquirer in a business combination may be designated as at FVTPL upon initial recognition if: +— such designation eliminates or significantly reduces a measurement or recognition +inconsistency that would otherwise arise; or +— the financial liability forms part of a group of fi nancial assets or financ ial liabilities or both, +which is managed and its performance is evaluated on a fair value basis, in accordance with +the Group’s documented risk management or inve stment strategy, and information about the +grouping is provided internally on that basis; or +— it forms part of a contract containing one or mo re embedded derivatives, and IFRS 9 permits +the entire combined contract to be designated as at FVTPL. +Borrowings +Borrowings are recognised initially at fair value, net of transaction costs. Borrowings are +subsequently stated at amortised c ost; any difference between the proceeds (net of transaction costs) +and the redemption value is recognised in profit or loss over the period of the borrowings using the +effective interest method. +Borrowings are classified as current liabilities unless the Group has an unconditional right to defer +settlement of the liability for at least 12 months after the end of the reporting period. +Trade and notes payables, other payables and accruals +Trade and notes payables, other payables and accruals are recognised initially at their fair value and +subsequently measured at amortised cos t, using the effect ive interest method. +Inventories +Inventories are carried at the lower of cost and net realisable value. Net realisable value is the +estimated selling price in the ordinary course of business less the estimated cost of completion and +applicable selling expenses. Cost is determined using the weighted average basis, and in the case of +semi-finished goods and finished goods, comprise d irect materials, direct labour and an appropriate +proportion of overheads. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 4– + + +--- page 321 --- +Cash and cash equivalents +Cash and cash equivalents include cash at bank an d in hand, demand deposits with banks and short +term highly liquid investments with o riginal maturities of three months or less that are readily convertible +into known amounts of cash and which are subject t o an insignificant risk of changes in value. +Bank balances for which use by the Group is subject to third party contractual restrictions are +included as part of cash unless the restrictions result in a bank balance no longer meeting the definition of +cash. Contractual restrictions affecting use of bank balances are disclosed in Note 26. +Leases +Definition of a lease and the Group as a lessee +At inception of a contract, the Group considers whe ther a contract is, or contains a lease. A lease is +defined as ‘‘a contract, or part of a contract, tha t conveys the right to use an identified asset (the +underlying asset) for a period of time in exchange for c onsideration’’. To apply this definition, the Group +assesses whether the contract meets t hree key evaluations which are whether: +. the contract contains an identified asset, which i s either explicitly identified in the contract or +implicitly specified by being identified at t he time the asset is made available to the Group; +. the Group has the right to obtain substantially all of the economic benefits from use of the +identified asset throughout the period of use, c onsidering its rights within the defined scope of +the contract; and +. the Group has the right to direct the use of the identified asset throughout the period of use. +The Group assesses whether it has the right to direct ‘how and for what purpose’ the asset is +used throughout the period of use. +Measurement and recognition of leases as a lessee +At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the +consolidated statements of financial position. The r ight-of-use asset is measur ed at cost, which is made up +of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate +of any costs to dismantle and remove the underlying asset at the end of the lease, and any lease payments +made in advance of the lease commencement date (net of any lease incentives received). +The Group depreciates the right-of-use assets on a s traight-line basis from t he lease commencement +date to the earlier of the end of the useful life of the ri ght-of-use asset or the end of the lease term unless +the Group is reasonably certain to obtain ownership at the end of the lease term. The Group also assesses +the right-of-use asset for impairment when such indicator exists. +At the commencement date, the Group measures the l ease liability at the present value of the lease +payments unpaid at that date, discounted using the inte rest rate implicit in the lease or, if that rate cannot +be readily determined, the Group’ s incremental borrowing rate. +Lease payments included in the measurement of t he lease liability are made up of fixed payments +(including in-substance fixed payments) less any le ase incentives receivable, variable payments based on +an index or rate, and amounts expected to be payable under a residual value guarantee. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 5– + + +--- page 322 --- +Subsequent to initial measureme nt, the liability wil l be reduced for lease payments made and +increased for interest cost on the lease liability. I t is remeasured to reflect any reassessment or lease +modification, or if there are changes in in-substance fixed payments. +The Group remeasures lease liabilities whenever: +. there are changes in lease term or in the assessment of exercise of a purchase option, in which +case the related lease liability is remeasured by discounting the revise d lease payments using a +revised discount rate at the date of reassessment. +. the lease payments change due to changes in market rental rates following a market rent +review/expected payment under a guaranteed re sidual value, in which cases the related lease +liability is remeasured by discounting the revi sed lease payments using the initial discount +rate. +For lease modification that is not accounted for as a separate lease, the Group remeasures the lease +liability based on the lease term of the modified lease by discounting the revised lease payments using a +revised discount rate at the eff ective date of modification. +When the lease is remeasured, the corresponding adju stment is reflected in the right-of-use asset, or +profit or loss if the right-of-use asset is already reduced to zero. +The Group has elected to account for short-term leases and leases of low-value assets using the +practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation +to these leases are recognised as an expense in profit or loss on a straight-line basis over the lease term. +Short-term leases are leases with a lease term of 12 months or less. +Provisions and contingent liabilities +Provisions are recognised when the Group has a pres ent obligation (legal or constructive) as a result +of a past event, and it is probable that an outflow of economic benefits will be required to settle the +obligation and a reliable estimate of the amount of th e obligation can be made. Where the time value of +money is material, provisions are stated at the pres ent value of the expenditure expected to settle the +obligation. +All provisions are reviewed at the end of each yea r for the Track Record Period and adjusted to +reflect the current best estimate. +Where it is not probable that an outflow of econom ic benefits will be required, or the amount cannot +be estimated reliably, the obligation is disclosed as a contingent li ability, unless the probability of outflow +of economic benefits is remote. Possible obligat ions, whose existence will only be confirmed by the +occurrence or non-occurrence of one or more future un certain events not wholly within the control of the +Group, are also disclosed as continge nt liabilities unless the probabili ty of outflow of economic benefits is +remote. +An onerous contract exists when the Group has a contract under which the unavoidable costs of +meeting the obligations under the contract exceed the economic benefits expected to be received from the +contract. Provisions for onerous contracts are meas ured at the present value of the lower of the expected +cost of terminating the contract and the net cost of ful filling the contract (which includes both incremental +costs and an allocation of other costs that re late directly to fulfilling that contract). +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 6– + + +--- page 323 --- +Contingent liabilities assumed in a business combina tion which are present obligations at the date of +acquisition are initially recognised at fair value, provided the fair value can be reliably measured. After the +initial recognition at fair value, such contingent li abilities are recognised at the higher of the amount +initially recognised, less accumulated amortisat ion where appropriate, and the amount that would be +recognised in a comparable provision as described a bove. Contingent liabilities assumed in a business +combination that cannot be reliably fair valued or wer e not present obligations at the date of acquisition +are disclosed as per above. +Share capital +Share capital are classified as e quity. Share capital is recognised at the amount of consideration of +shares issued, after deducting any t ransaction costs associated with the issue of shares (net of any related +income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction. +Revenue recognition +Revenue mainly arises from sales of l ithium-ion battery separator; +To determine whether to recognise reve nue, the Group follows a 5-step process: +1. Identifying the contract with a customer +2. Identifying the performance obligations +3. Determining the transaction price +4. Allocating the transaction pric e to the performance obligations +5. Recognising revenue when or as perf ormance obligations are satisfied +In all cases, the total transaction price for a contra ct is allocated amongst the various performance +obligations based on their relative st and-alone selling prices. The trans action price for a contract excludes +any amounts collected on behalf of third parties. +Revenue is recognised either at a point in time, whe n the Group satisfies performance obligations by +transferring the promised goods or services to its customers. +Revenue from sale of goods +Revenue from sale of goods between the Group an d its customers generally only includes a +performance obligation for the transfer of goods, whi ch is recognised when the performance obligation +has been satisfied at a point in time. +Revenue for domestic sale of goods is recognised when the Group has delivered the products to the +customers in accordance with the contract terms and has received acceptance and other proof of receipt +from the customers. +Revenue for overseas sale of goods is recognised wh en the Company has obtained export-related +documents such as the customs declaration form after completing export customs clearance and shipping +the goods offshore. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 7– + + +--- page 324 --- +Government grants +Grants from the government are recognised at thei r fair value where there is a reasonable assurance +that the grant will be received and the Group will comp ly with all attached conditi ons. Government grants +are deferred and recognised in profit or loss over th e period necessary to match them with the costs that +the grants are intended to compensate. Government gr ants relating to the purchase of assets are included +in liabilities and are recognised in profit or loss on a straight-line basis over the expected lives of the +related assets. +Impairment of non-financial assets +The following assets are subject to impairment testing: +. Intangible assets; +. Property, plant and equipment; +. Right-of-use assets; and +. The Company’s investments in subsidia ries, associates and joint venture. +Assets with indefinite useful life or those not yet a vailable for use are tested for impairment at least +annually, irrespective of whether ther e is any indication that they are impaired. All other assets are tested +for impairment whenever there are indications that the asset’s carrying amount may not be recoverable. +An impairment loss is recognised as an expense i mmediately for the amount by which the asset’s +carrying amount exceeds its recoverable amount. Recovera ble amount is the higher of fair value, reflecting +market conditions less costs of disposal, and value in us e. 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 +assessment of time value of money and the risk specific to the asset. +For the purpose of assessing impairment, where an asset does not generate cash inflows largely +independent of those from other assets, the recove rable amount is determined for the smallest group of +assets that generate cash inflows independently (i .e., a CGU). As a result, some assets are tested +individually for impairment and some are tested at CGU l evel. Corporate assets are allocated to individual +CGUs, when a reasonable and consistent basis of all ocation can be identified, or otherwise they are +allocated to the smallest group of CGUs for which a r easonable and consistent allocation basis can be +identified. +Impairment losses recognised for CGUs, to which goodw ill has been allocated, are credited initially +to the carrying amount of goodwill. Any remaining impa irment loss is charged pro rata to the other assets +in the CGU, except that the carrying value of an asset w ill not be reduced below its individual fair value +less cost of disposal, or value in use, if determinable. +An impairment loss on goodwill is not reversed in subsequent periods. In respect of other assets, an +impairment loss is reversed if there has been a favourable change in the estimates used to determine the +asset’s recoverable amount and only to the extent that the asset’s carrying amount does not exceed the +carrying amount that would have been determined, net of depreciation or amortis ation, if no impairment +loss had been recognised. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 8– + + +--- page 325 --- +Employee benefits +Short-term employee benefits +Salaries, discretionary bonuses, p aid annual leave and the cost of non- monetary benefits are accrued +and recognised in the year in which the associated services are rendered by employees. Where payment or +settlement is deferred and the effect would be materia l, these amounts are stated at their present values. +Retirement benefits +Pension scheme +Retirement benefits to employees are provided t hrough defined contribution plans. The employees +of the Group’s subsidiaries which operate in the PRC are required to participate in a central pension +scheme operated by the local municipal government. This subsidiary is require dt oc o n t r i b u t eac e r t a i n +percentage of its payroll costs to the central pensio n scheme. Contributions are recognised as an expense +in profit or loss as employees render services during the year. The Group’s obligations under these plans +are limited to the fixed percentage contributions payable. +Housing funds, medical insurances and other social insurances +Employees of the Group in the PRC are entitled to p articipate in various government-supervised +housing funds, medical insurance and other employee s ocial insurance plan. The Group contributes on a +monthly basis to these funds based on certain percen tages of the salaries of the employees, subject to +certain ceiling. The Group’s liability in respect of the se funds is limited to the contributions payable in +each year. Contributions to the housing funds, medic al insurances and other social insurances are +expensed is incurred. +Termination benefits +Termination benefits are recognised at the ear lier of when the Group can no longer withdraw the +offer of those benefits and when the Group recognises restructuring costs involving the payment of +termination benefits. +Share-based employee compensation +The Group operates share-based compensation plans for remuneration of its employees including +share award schemes. +All employee services received in exchange for th e grant of any share-based compensation are +measured at their fair values. These are indirectly de termined by reference to the fair value of the equity +instruments granted. This fair value is appraise d at the grant date and excludes the impact of any +non-market vesting conditions (for ex ample, profitability and sales g rowth targets and performance +conditions). +All share-based compensation is recognised as an ex pense in profit or loss over the vesting period if +vesting conditions apply, or recognised as an expense i n full at the grant date when the equity instruments +granted vest immediately unless the compensation qualifies for recogn ition as asset, with a corresponding +increase in the ‘‘capital reserve’’ in equity. If vesti ng conditions apply, the expense is recognised over the +vesting period based on the best available estimate o f the number of equity instruments expected to vest. +Non-market vesting conditions are included in assump tions about the number of equity instruments that +are expected to become exercisable. Estimates are subs equently revised, if there is any indication that the +number of equity instruments expected to vest diff ers from previous estimates. Any adjustment to +cumulative share-based compensation resulting from a revision is recognised in the current period. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 9– + + +--- page 326 --- +Borrowing costs +Borrowing costs incurred, net of any investment income earned on the temporary investment of the +specific borrowings, for the acquisi tion, construction or production of an y qualifying asset are capitalised +during the period of time that is required to compl ete and prepare the asset for its intended use. A +qualifying asset is an asset which necessarily takes a substantial period of time to get ready for its intended +use or sale. Other borrowing costs are expensed when incurred. +Borrowing costs are capitalised as part of the c ost of a qualifying asset when expenditure for the +asset is being incurred, borrowing costs are being incurred and activi ties that are necessary to prepare the +asset for its intended use or sale are being undertake n. Capitalisation of borrowing costs ceases when +substantially all the activities necessary to prepar e the qualifying asset for its intended use or sale are +complete. +Accounting for income taxes +Income tax comprises current tax and deferred income tax. +Current income tax assets and/or liabilities com prise those obligations to, or claims from, fiscal +authorities relating to the current or prior reporti ng period, that are unpaid at the end of the reporting +period. They are calculated according to the tax rates and tax laws applicable to the fiscal periods to which +they relate, based on the taxable profit for the year. All changes to current tax assets or liabilities are +recognised as a component of tax expense in profit or loss. +Deferred income tax is calculated using the liability method on temporary differences at the end of +the reporting period between the carrying amounts of ass ets and liabilities in the financial statements and +their respective tax bases. Deferred income tax liab ilities are generally recognised for all taxable +temporary differences. Deferred income tax assets ar e recognised for all deductible temporary differences, +tax losses available to be carried forward as well a s other unused tax credits, to the extent that it is +probable that taxable profit, including existing taxa ble temporary differences, will be available against +which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. +Deferred income tax assets and liabilities are not r ecognised if the temporary difference arises from +goodwill or from initial recognition (other than in a bu siness combination) of as sets and liabilities in a +transaction that affects neither taxable nor accoun ting profit or loss and does not give rise to equal +taxable and deductible temporary differences. +Deferred income tax liabilities are recognised for taxable temporary differences arising on +investments in subsidiaries, associates and joint v enture, except where the Group is able to control the +reversal of the temporary differences and it is probabl e that the temporary differences will not reverse in +the foreseeable future. +For leasing transactions in which the tax deducti ons are attributable to the lease liabilities, the +Group applies the requirements in IAS 12 to the lease liabilities and the related assets separately. The +Group recognises a deferred income tax asset related to the lease liabiliti es to the extent that it is probable +that taxable profit will be available against which the deductible temporary difference can be utilised and a +deferred income tax liability for all taxable temporary differences. +Deferred income tax is calculated, without discounting, at tax rates that are expected to apply in the +period the liability is settled or the asset realised, pr ovided they are enacted or substantively enacted at the +end of each year for the Track Record Period. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 0– + + +--- page 327 --- +Changes in deferred income tax assets or liabilities are recognised in profit or loss, or in other +comprehensive income or directly in equity if they re late to items that are charged or credited to other +comprehensive income or directly in equity. +When different tax rates apply to different levels of taxable income, deferred income tax assets and +liabilities are measured using the average tax rates that are expected to apply to the taxable income of the +periods in which the temporary differences are expected to reverse. +The determination of the average tax rates require s an estimation of (i) when the existing temporary +differences will reverse and (ii) the amount of future taxable profit in those years. The estimate of future +taxable profit includes: +— income or loss excluding reversals of temporary differences; and +— reversals of existing temporary differences. +Current tax assets and current tax liabilities are presented in net if, and only if, +(a) the Group has the legally enforceable right to set off the recognised amounts; and +(b) intends either to settle on a net basis, or t o realise the asset and settle the liability +simultaneously. The Group presents deferr ed income tax assets and deferred income tax +liabilities in net if, and only if, +(a) the entity has a legally enforceable right to set off current tax assets against current tax +liabilities; and +(b) the deferred income tax assets and the deferre d income tax liabilities relate to income taxes +levied by the same taxation authority on either: +(i) the same taxable entity; or +(ii) different taxable entities which intend eithe r to settle current tax lia bilities and assets on +a net basis, or to realise the assets and settle t he liabilities simultaneously, in each future +period in which significant amounts of defer red income tax liabilities or assets are +expected to be settled or recovered. +4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS +The preparation of Historical Financial Informati on requires the use of accounting estimates which, by +definition, will seldom equal the actu al results. Management also needs to exercise judgement in applying the +Group’s accounting policies. +Estimates and judgements are continually evaluated . They are based on historical experience and other +factors, including expectations of future events that may have a financial impact on the entity and that are +believed to be reasonable under the circumstances. The es timates and judgements that have a significant risk of +causing a material adjustment to the c arrying amounts of assets a nd liabilities within the n ext financial year are +addressed below. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 1– + + +--- page 328 --- +Impairment of financial assets +The loss allowances for financial assets are based on assumptions about risk of default and expected +loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the +impairment calculation, based on the Group’s pas t history, existing market conditions, as well as +forward-looking estimates at the end of each year for the Track Record Period. Details of the key +assumptions and inputs used are disclosed in the tables in Note 42. +Inventory provision +Inventories are stated at the lower of cost and net realisable value. The net realisable value is the +estimated selling price in the ordi nary course of business less the esti mated costs of completion and the +estimated costs necessary to make the sale. Even though the management of the Group has made the best +estimate about the inventory write-down loss predict ed to occur and provided allowance for write-down, +the write-down assessment may still be significa ntly changed due to the change of market situation. +Fair value of financial assets at FVTPL +The fair value of financial assets that are not tr aded in an active market is determined by using +valuation techniques. The Group uses its judgement t o select a variety of methods and make assumptions +that are mainly based on market conditions existing at the end of each year for the Track Record Period. +Changes in these assumptions and estimates could mat erially affect the respective fair value of these +investments. Details of the assumptions and estimat es in determination of the fair value is disclosed in +Note 41. +Income taxes and deferred income taxations +There are many transactions and events for which t he ultimate tax determination is uncertain during +the ordinary course of business. Significant judge ments are required from the Group in determining the +provisions for income taxes. Where the final tax outcome of these matters is different from the amounts +that were initially recorded, such differences will impact the income tax and deferred income tax +provisions in the period in which such determination is made. +The Group recognises deferred income tax assets b ased on estimates that it is probable to generate +sufficient taxable profits in the for eseeable future against which the deduc tible losses will be utilised. The +recognition of deferred income tax assets mainly involves management’s judgements and estimations +about the timing and the amount of taxable profits of the companies who has tax losses. +Recognition of share-based compensation expenses +As disclosed in Note 32, the Group granted shares to the Group’s employees, which are viewed as +share-based payment transaction in substance. T hese transactions resulted in the recognition of +Share-based compensation expenses. +The directors of the Company calculate the fair val ue of each awarded restricted shares based on the +most recent transaction price of the Company’s sha res at the grant date. Significant estimate on +assumptions was made based on management’s best estimates. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 2– + + +--- page 329 --- +Impairment of property, plant and equipment, intangible a ssets with finite useful lives and right-of-use assets +Property, plant and equipment, intangible assets wi th finite useful lives and right-of-use assets are +stated at costs less accumulated depreciation or amo rtisation and impairment, if any. In determining +whether an asset is impaired, the Group has to exercis e judgement and make estim ation, particularly in +assessing: (1) whether an event has occurred or any ind icators that may affect the asset value; (2) whether +the carrying amount of an asset can be supported by t he recoverable amount, in the case of value in use, +the net present value of future cash flows which ar e estimated based upon the continued use of the asset; +and (3) the appropriate key assumptions to be applie d in estimating the recoverable amounts including +cash flow projections and an appropriate discount rate. W hen it is not possible to estimate the recoverable +amount of an individual asset (incl uding right-of-use assets), the Gro up estimates the recoverable amount +of the CGU to which the assets belongs. Changing th e assumptions and estimates, including the discount +rates or the growth rate in the cash flow projections , could materially affect the net present value used in +the impairment test. +Leases — Estimating the incremental borrowing rate +The Group cannot readily determine the interest ra te 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-u se 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 s ubsidiary’s stand-al one credit rating). +5. REVENUE AND SEGMENT INFORMATION +The Group’s principal activities are disclosed in Note 1 to the Historical Financial Information. +The Group derives revenue from the transfer of goods at a point in time were analysed as follows: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Type of goods +— Sale of lithium-ion battery separ ators 2,981,863 3,506,153 4,076,845 +All revenue from contracts with customers within th e scope of IFRS 15 are recognised at a point in time. +The Group has applied the practical expedient in par agraph 121 of IFRS 15 to its sales of lithium-ion battery +separators such that it does not disclose the informati on about its remaining performance obligations as the +contracts have an original expected duration of one year or less. +The operating segment is reported in a manner consiste nt with the internal reporting provided to the chief +operating decision maker (the ‘‘ CODM ’’). The Group’s management reviews the performance of the Group as a +single operating segment based on the internal organis ation structure, management requirements and internal +reporting system. Accordingly, only en tity-wide disclos ure, along with the Group’s result and financial position +as a whole, major customers and geogr aphic information are presented. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 3– + + +--- page 330 --- +Geographical information +The following table sets out the information about the geographical location of the Group’s revenue +from external customers. The geographical locatio n of customers is based on the location at which the +goods are delivered. +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Revenue from external customers +— Mainland China 2,512,646 3,105,179 3,508,624 +— Other countries/regions 469,217 400,974 568,221 +2,981,863 3,506,153 4,076,845 +The geographical location of the Group’s non-curr ent assets (excluding deferred income tax assets +and financial assets), mainly comprised of the prope rty, plant and equipment, is based on the physical +location of these assets. As at the end of each year for the Track Record Period, the geographical location +of the Group’s non-current assets are as follows. +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Non-current assets (excl uding deferred income tax +assets and financial assets) +— Mainland China 9,613,343 11,573,991 10,903,647 +— Sweden 818,411 1,804,924 2,700,168 +— Malaysia — 1,418,128 3,879,108 +— the United States — 395,430 864,138 +— Other countries/regions 19,576 258,714 117,612 +10,451,330 15,451,187 18,464,673 +Information about major customers +Revenue derived from customers individually c ontributed over 10% of the Group’s revenue during +the Track Record Period is as follows: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Customer A 795,237 460,389 510,900 +Customer B N/A +* N/A* 669,491 +Customer C 367,031 373,020 453,785 +Customer D N/A +* N/A* 474,778 +1,162,268 833,409 2,108,954 +* The corresponding revenue for the customer didn’t contribute over 10% of the total revenue +of the Group during the year. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 4– + + +--- page 331 --- +The group of entities under common control of a reporting entity are considered as a single +customer. +6. OTHER INCOME +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Government grants (Note) 101,801 84,463 99,736 +Value-added tax (VAT) reduction 8,800 11,330 7,471 +Interest income 88,776 66,283 55,344 +Rental income 6,513 13,045 14,079 +Others 7,404 7,745 7,317 +213,294 182,866 183,947 +Note: +During the Track Record Period, government grants without unfulfilled condition or contingencies were +approximately RMB75,081,000, RMB 50,619,000 and RMB46,470, 000, respectively. +During the Track Record Period, the amount of amo rtisation of deferred government grants were +approximately RMB26,720,000, RMB33,844,000, and RMB53,266,000, respectively. +7. OTHER (LOSSES) AND GAINS, NET +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Investment income of financial assets at FVTPL 38,720 20,175 85,995 +Net foreign exchange gains 1,019 27,138 11,390 +Net fair value gains/(losses) on financial assets and +liabilities at FVTPL 3,636 (9,666) 6,418 +Net losses on disposal of property, plant and equipment (850) (2,248) (18,946) +Loss on write-off of inventories — — (29,709) +Settlement expenses for litigation (Note) (107,657) — — +Impairment loss on property, plant and equipment +(Note 14) — — (30,447) +Others 1,820 1,079 (6,074) +(63,312) 36,478 18,627 +Note: +Prior to the Track Record Period, the Group and its s ubsidiaries received litigations against them in the +United States (‘‘US’’) and the United Kingdom (‘‘UK’’) by a competitor for alleged infringement, illegal +acquisition of trade secrets, and unfair competiti on. The competitor requested the US and UK courts to +grant injunction for the Group from selling related products in the relevant markets and to determine +appropriate compensation based on the judgement. Th e Group has also filed charges of infringement and +unfair competition against this and oth er competitors in the Chinese courts. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 5– + + +--- page 332 --- +In order to avoid lengthy legal proceedings occupying the resources of the Group and hindrance in the +Group’s normal business development in the relevant m arkets, settlement agreement was finally reached +with the competitor and where the Group would p ay the competitor approximately USD15 million, +(RMB107,657,000 in equivalent), and all parties comp leted the withdrawal of all legal proceedings in +November 2023 and mutually authorised the use of relevan t intellectual property rights, the settlement +was paid in April 2024. +8. EXPENSES BY NATURE +Expenses included in cost of sales, research and deve lopment expenses, selling expenses and general and +administrative expenses are analysed as follows: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Raw materials consumed and sales/consumption of finished +goods and semi-finished goods 803,792 1,363,975 1,503,954 +Depreciation of propert y, plant and equipment (Note 14) 445,559 598,297 864,575 +Depreciation of right-of-use assets (Note 15) 4,485 9,534 17,735 +Amortisation of intangible assets (Note 16) 1,397 1,489 2,953 +Net impairment losses recognised on inventories 19,142 3,242 17,286 +Employee benefit expenses 467,325 514,137 721,473 +Share-based payment expenses (Note 9) 4,811 11,982 39,906 +Energy and fuel costs 236,767 318,246 444,705 +Logistics fees 49,944 75,166 72,772 +Official and travel expenses 53,093 52,394 55,837 +Tax and surcharges 28,256 34,964 47,877 +Legal and professional fees 116,643 34,388 37,065 +Listing expense — — 974 +Auditor’s remuneration 1,800 1,800 1,800 +Others 70,503 102,217 117,622 +2,303,517 3,121,831 3,946,534 +9. EMPLOYEE BENEFIT EXPENSES +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Salaries, allowances, discret ionary bonuses and benefits in +kind 549,432 637,713 821,648 +Retirement scheme contributions 29,866 38,404 44,451 +Share-based compensation expenses 4,811 11,982 39,906 +584,109 688,099 906,005 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 6– + + +--- page 333 --- +(a) Directors’, chief executive’ s and supervisors’ emoluments +Directors’, chief executive’s and supervisors’ emoluments for the Track Record Period, disclosed +pursuant to the applicable Listing Rules and the Hong Kong Companies Ordinance, are as follows: +Fees +Salaries, +allowances, +discretionary +bonuses and +benefits in +kind +Retirement +scheme +contributions +Share-based +compensation +expenses Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Year ended 31 December 2023 +Executive directors +Prof. Chen Xiufeng +(Chief executive) — 2,313 37 — 2,350 +Mr. Wang Changhong (Note (a)) — 1,229 30 47 1,306 +Mr. Wang Yongguo (Note (b)) — 254 — 42 296 +Mr. Zhu Bide — 80 — — 80 +Dr. ZHANG XIAOMIN +(Note (c)) — 1,076 17 — 1,093 +Mr. Liu Rui (Note (d)) — 872 32 48 952 +Independent non-executive directors +Dr. Ju Xuecheng (Note (g)) 8 0———8 0 +Mr. Wang Wenguang (Note (e)) 8 0———8 0 +Dr. Lin Zhiwei 80 — — — 80 +Ms. Sun Zhenzhen (Note (f)) ————— +Supervisors +Mr. Ding Zhiqiang — 267 — — 267 +Mr. Li Bo — 549 20 — 569 +Ms. He Yanli — 323 12 — 335 +240 6,963 148 137 7,488 +Year ended 31 December 2024 +Executive directors +Prof. Chen Xiufeng +(Chief executive) — 2,442 52 — 2,494 +Mr. Zhu Bide — 80 — — 80 +Dr. ZHANG XIAOMIN — 1,272 19 — 1,291 +Mr. Liu Rui — 1,424 29 475 1,928 +Independent non-executive directors +Dr. Ju Xuecheng (Note (g)) 5 3———5 3 +Dr. Tang Changjiang (Note (h)) 2 0———2 0 +Dr. Lin Zhiwei 80 — — — 80 +Ms. Sun Zhenzhen (Note (f)) 8 0———8 0 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 7– + + +--- page 334 --- +Fees +Salaries, +allowances, +discretionary +bonuses and +benefits in +kind +Retirement +scheme +contributions +Share-based +compensation +expenses Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Supervisors +Mr. Ding Zhiqiang — 639 — — 639 +Mr. Li Bo — 309 21 — 330 +Ms. He Yanli — 387 13 — 400 +233 6,553 134 475 7,395 +Year ended 31 December 2025 +Executive directors +Prof. Chen Xiufeng +(Chief executive) — 1,622 57 — 1,679 +Mr. Zhu Bide — 80 — — 80 +Dr. ZHANG XIAOMIN — 1,165 20 — 1,185 +Mr. Liu Rui (Note (d)) — 399 15 445 859 +Dr. Xu Liqiang (Note (i)) — 397 15 (163) 249 +Independent non-executive directors +Dr. Tang Changjiang (Note (h)) 8 0———8 0 +Dr. Lin Zhiwei 80 — — — 80 +Ms. Sun Zhenzhen 80 — — — 80 +Supervisors +Mr. Ding Zhiqiang (Note (j)) —5 2——5 2 +Mr. Li Bo (Note (j)) — 168 11 — 179 +Ms. He Yanli (Note (j)) — 141 7 — 148 +240 4,024 125 282 4,671 +Notes: +(a) Mr. Wang Changhong resigned as an executive director of the Company upon expiry of his +term of office on 29 December 2023; +(b) Mr. Wang Yongguo resigned as an executive director of the Company upon expiry of his term +of office on 29 December 2023; +(c) Dr. ZHANG XIAOMIN was appointed as an executive director of the Company on 29 +December 2023; +(d) Mr. Liu Rui was appointed as an executive director of the Company on 29 December 2023 and +resigned on 19 June 2025; +(e) Mr. Wang Wenguang resigned as an indepe ndent non-executive director of the Company upon +expiry of his term of office on 29 December 2023; +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 8– + + +--- page 335 --- +(f) Ms. Sun Zhenzhen was appointed as an indepe ndent non-executive director of the Company +on 29 December 2023; +(g) Dr. Ju Xuecheng resigned as an independent non-executive director of the Company upon +expiry of his term of office on 7 August 2024; +(h) Dr. Tang Changjiang was appointed as an i ndependent non-executive director of the +Company on 29 September 2024; +(i) Dr. Xu Liqiang was appointed as an executive director of the Company on 19 June 2025; +(j) Pursuant to the latest regulations of the China Securities Regulatory Commission (‘‘ CSRC ’’), +the Company passed a resolution at general meeting held on 3 June 2025 to abolish the +supervisory committee of the C ompany effective immediately. +(b) Five highest paid individuals +During the years ended 31 December 2023, 2024 and 2025, the five highest paid individuals included +1, 2 and 1 directors, respectively, whose emolument s are reflected in Note 9(b) above. The aggregate +emoluments payable to the remaining 4, 3 and 4 individuals during the years ended 31 December 2023, +2024 and 2025 are as follows: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Salaries, allowances, d iscretionary bonuses and +benefits in kind 7,845 4,636 4,865 +Retirement scheme contributions 57 109 161 +Share-based compensation expenses 132 4,386 13,944 +8,034 9,131 18,970 +The discretionary bonus is determined by referenc e to individual performance of the employees and +approved by the management of the Group. The emolume nts of the remaining highest paid individuals fell +within the following bands: +Year ended 31 December +2023 2024 2025 +HK$1,500,001–HK$2,000,000 2 — — +HK$2,000,001–HK$2,500,000 1 — — +HK$2,500,001–HK$3,000,000 — 2 — +HK$3,000,001–HK$3,500,000 1 — — +HK$4,500,001–HK$5,000,000 — 1 2 +HK$5,000,001–HK$5,500,000 — — 1 +HK$6,000,001–HK$6,500,000 — — 1 +434 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 9– + + +--- page 336 --- +10. FINANCE COSTS +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Interest expense on bank borrowings 67,320 92,064 162,980 +Interest expense on other borrowings 29,291 37,927 53,335 +Interest expense on lease liabilities (Note 15(c)) — 2,547 1,945 +96,611 132,538 218,260 +Note: +(a) During the Track Record Period, the amoun t of approximately RMB66,255,000, RMB129,670,000 +and RMB98,372,000 finance costs on borrowings and le ase liabilities, which funds were specifically +invested in construction in progress, have been capitalised. +11. INCOME TAX EXPENSE/(CREDIT) +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Current income tax 106,571 51,364 39,125 +Deferred income tax charge/(credit) (Note 27) 16,782 (15,053) (61,772) +123,353 36,311 (22,647) +Taxes on profits assessable have been calculated at th e rate of tax prevailing in the jurisdictions in which +relevant entities operate. +(a) PRC Enterprise Income Tax (‘‘EIT’’) +Under the PRC Corporate Income Tax Law and the re spective regulations, the corporate income tax +for the Company and its subsidiaries are calculated at a statutory rate of 25% or a preferential rate of +15% where applicable, on their esti mated taxable profits for the year b ased on the existing legislations, +interpretations and practices in respect thereof. +In 2020, the Company was recognised as a ‘‘High and New Technology Enterprise’’ (‘‘ HNTE ’’), and +renewed its HNTE recognition in 2023 and enjoyed the 15% preferential income tax rate in 2023 to 2025. +In 2021, subsidiaries of the Group Hefei Senior New Energy Materials Co., Ltd, Changzhou Senior +New Energy Materials Co., Ltd and Jiangsu Senior N ew Material Technology Co., Ltd were recognised as +‘‘HNTE’’, therefore enjoyed a preferential income tax rate of 15% in 2021 to 2023. The subsidiaries of the +Group renewed HNTE recognition in 2024 and can enjoy the 15% preferential income tax rate in 2024 to +2026. +In 2023, the subsidiary of the Group, Senior Material (Nantong) New Materials Technology Co., +Ltd was recognised as a ‘‘HNTE’’, therefore enjoyed a preferential income tax rate of 15% in 2023 to 2025. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 0– + + +--- page 337 --- +In December 2025, the subsidiary of the Group, Senior Material (Foshan) New Materials +Technology Co., Ltd was recognised as a ‘‘HNTE’’, th erefore enjoyed a preferential income tax rate of +15% in 2025 to 2027. +(b) Hong Kong Profits Tax +The Company’s subsidiary domiciled in Hong Kong is subject to a two-tiered income tax rate for +taxable income earned in Hong Kong effectively sin ce 1 April 2018. The first 2 million Hong Kong dollars +of profits earned by the qualifyin g group entity are subject to be taxed at an income tax rate of 8.25%, +while the remaining profits will be taxed at 16.5%. +(c) Corporate income tax in other jurisdictions +Taxation for other overseas subsidiaries is charged at the appropriate current rates of taxation +ruling in the relevant countries. +Reconciliation between the income expense/(credi t) and profit before income tax in the consolidated +statements of comprehensive income is as follows: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Profit before income tax 717,048 407,019 120,463 +Tax at the preferential tax rate of 15% 107,557 61,053 18,069 +Tax effect of +— different tax rates of the subsidiaries (984) (6,578) (888) +— deductible temporary differences and tax losses +for which no deferred income tax assets were +recognised 52,925 20,172 14,964 +— share of results of associates and joint venture 291 202 180 +— non-deductible expenses 1,316 1,387 1,966 +— utilisation of temporary differences and tax losses +previously for which no deferred income tax +assets were recognised (1,548) (1,511) (19,238) +— under/(over) provision in respect of prior year 749 (1,508) (251) +— super deduction on research and development +expenses and acquisition of equipment (Note) (36,953) (36,906) (37,449) +123,353 36,311 (22,647) +Note: +According to the relevant laws and regulati ons promulgated by the State Administration of +Taxation of the PRC that have been effective fro m 2018 onwards, enterprises engaging in research +and development activities are entitled to clai m 175% and 200% of their research and development +expenditures incurred as tax deductible expenses w hen determining their ass essable profits for the +period from 1 January 2022 to 30 September 2022 and for the period from 1 October 2022 to 31 +December 2025, respectively. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 1– + + +--- page 338 --- +12. DIVIDENDS +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Dividends attributable to the year +Final dividends 127,931 295,382 66,595 +The final dividends of RMB1.00 per 10 shares (tax incl usive) totaling approxim ately RMB127,931,000 in +respect of the year ended 31 December 2022 were approved in 2022 Annual General Meeting of the Company on +17 May 2023. The Group had not recognised this as a l iability as at 31 December 2022 but reflected as an +appropriation of retained earnings for the year ended 31 December 2022 during the year ended 31 December +2023. The final dividends were paid on 30 May 2023. +The final dividends of RMB2.20 per 10 shares (tax incl usive) totaling approxim ately RMB295,382,000 in +respect of the year ended 31 December 2023 were approved in 2023 Annual General Meeting of the Company on +13 May 2024. The Group had not recognised this as a l iability as at 31 December 2023 but reflected as an +appropriation of retained earnings for the year ended 31 December 2023 during the year ended 31 December +2024. The final dividends were paid on 13 June 2024. +The final dividends of RMB0.50 per 10 shares (tax in clusive) totaling approximately RMB66,595,000 in +respect of the year ended 31 December 2024 were approved in 2024 Annual General Meeting of the Company on +21 May 2025. The Group had not recognised this as a l iability as at 31 December 2024 but reflected as an +appropriation of retained earnings for the year ended 31 December 2024 during the year ended 31 December +2025. The final dividends were paid on 17 July 2025. +Subsequent to 31 December 2025, a final dividends of RMB0.10 per 10 shares (tax inclusive) totaling +approximately RMB13,259,000 in respect of the year ended 31 December 2025 were approved in 2025 Annual +General Meeting of the Company on 22 April 2026 and paid in May 2026. The Group did not recognise this as a +liability as at 31 December 2025. +13. EPS +(a) Basic EPS +Basic EPS is calculated by dividing the profi t attributable to owners of the Company by the +weighted average number of ordinary shares in issue during the Track Record Period, excluding treasury +shares held for share schemes as these shares are not c onsidered outstanding for E PS calculation purposes. +The following table illustrates the earnings and sha res information used in the calculation of basic +EPS: +Year ended 31 December +2023 2024 2025 +Profit attributable to owners of the Company used in +calculating basic EPS (RMB’000) 576,330 363,826 105,652 +Weighted average number of ordinary shares in issue +(thousand shares) 1,275,225 1,339,789 1,322,552 +Basic EPS (RMB per share) 0.45 0.27 0.08 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 2– + + +--- page 339 --- +(b) Diluted EPS +The share schemes granted by the Company have poten tial dilutive effect on the EPS. Diluted EPS is +calculated by adjusting the weighted average number o f ordinary shares outstanding by the assumption of +the conversion of all potential dilutive ordinary shar es arising from share schemes (collectively forming +the denominator for computing the diluted EPS). +Year ended 31 December +2023 2024 2025 +Profit attributable to owners of the Company used +in calculating diluted EPS (RMB’000) 576,330 363,826 105,652 +Weighted average number of ordinary shares in issue +(thousand shares) 1,275,225 1,339,789 1,322,552 +Adjustments for potential shares arising from share +schemes (thousand shares) — 3,950 2,997 +Weighted average number of ordinary shares used +in calculating diluted EPS (thousan d shares) 1,275,225 1,343,739 1,325,549 +Diluted EPS (RMB per share) 0.45 0.27 0.08 +14. PROPERTY, PLANT AND EQUIPMENT +The Group +Properties and +buildings Machinery +Transportation +equipment +Administrative +equipment +Experimental +and other +equipment Freehold lands +Construction +in progress Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Note(a) Note(b) +As at 1 January 2023 +Cost 1,067,288 3,760,676 14,197 18,458 88,484 29,135 2,087,151 7,065,389 +Accumulated depreciation (121,233) (1,099,919) (4,176) (6,556) (59,848) — — (1,291,732) +Net carrying amount 946,055 2,660,757 10,021 11,902 28,636 29,135 2,087,151 5,773,657 +Year ended 31 December 2023 +Opening net carrying amount 946,055 2,660,757 10,021 11,902 28,636 29,135 2,087,151 5,773,657 +Additions — 19,225 3,594 5,716 4,599 856 3,171,782 3,205,772 +Disposals (4,144) (5,825) (104) — (799) — — (10,872) +Depreciation (45,428) (385,311) (1,488) (3,649) (9,683) — — (445,559) +Reclassification 611,443 1,138,781 279 8,985 14,406 — (1,773,894) — +Exchange realignment — 9,583 30 278 154 2,028 34,941 47,014 +Closing net carrying amount 1,507,926 3,437,210 12,332 23,232 37,313 32,019 3,519,980 8,570,012 +As at 31 December 2023 +Cost 1,674,588 4,921,557 17,934 33,509 105,282 32,019 3,519,980 10,304,869 +Accumulated depreciation (166,662) (1,484,347) (5,602) (10,277) (67,969) — — (1,734,857) +Net carrying amount 1,507,926 3,437,210 12,332 23,232 37,313 32,019 3,519,980 8,570,012 +Year ended 31 December 2024 +Opening net carrying amount 1,507,926 3,437,210 12,332 23,232 37,313 32,019 3,519,980 8,570,012 +Additions 4,277 3,294 2,142 4,892 2,688 400,459 4,689,915 5,107,667 +Disposals (14,061) (16,496) (722) (88) (484) — — (31,851) +Depreciation (67,376) (513,258) (2,081) (7,398) (8,184) — — (598,297) +Reclassification 621,236 2,297,124 2,406 6,534 12,274 — (2,939,574) — +Exchange realignment — (12,041) 21 (300) (200) 11,827 (37,333) (38,026) +Closing net carrying amount 2,052,002 5,195,833 14,098 26,872 43,407 444,305 5,232,988 13,009,505 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 3– + + +--- page 340 --- +Properties and +buildings Machinery +Transportation +equipment +Administrative +equipment +Experimental +and other +equipment Freehold lands +Construction +in progress Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Note(a) Note(b) +As at 31 December 2024 +Cost 2,285,777 7,189,592 20,456 44,298 119,410 444,305 5,232,988 15,336,826 +Accumulated depreciation (233,775) (1,993,759) (6,358) (17,426) (76,003) — — (2,327,321) +Net carrying amount 2,052,002 5,195,833 14,098 26,872 43,407 444,305 5,232,988 13,009,505 +Year ended 31 December 2025 +Opening net carrying amount 2,052,002 5,195,833 14,098 26,872 43,407 444,305 5,232,988 13,009,505 +Additions — 35,395 2,814 5,393 12,170 20,634 4,421,300 4,497,706 +Disposals (1,182) (16,370) (1,155) (5) (1,152) — — (19,864) +Depreciation (98,774) (731,980) (2,156) (7,866) (23,799) — — (864,575) +Impairment (Note (c)) — ( 3 0 , 4 4 7 ) ————— ( 3 0 , 4 4 7 ) +Reclassification 1,696,634 1,999,714 393 6,007 172,332 — (3,875,080) — +Transfer to investment properties +(Note 17) (135,551) — ————— ( 1 3 5 , 5 5 1 ) +Exchange realignment 7,550 25,671 8 45 3,672 33,419 404,878 475,243 +Closing net carrying amount 3,520,679 6,477,816 14,002 30,446 206,630 498,358 6,184,086 16,932,017 +As at 31 December 2025 +Cost 3,783,202 9,093,858 21,339 55,713 305,852 498,358 6,184,086 19,942,408 +Accumulated depreciation (262,523) (2,585,595) (7,337) (25,267) (99,222) — — (2,979,944) +A c c u m u l a t e d i m p a i r m e n t — ( 3 0 , 4 4 7 ) ————— ( 3 0 , 4 4 7 ) +Net carrying amount 3,520,679 6,477,816 14,002 30,446 206,630 498,358 6,184,086 16,932,017 +Notes: +(a) The Group’s properties and buildings loca ted in the PRC and Malaysia and the carrying +amounts of the properties and buildings amount ed to approximatel y RMB303,734,000, +RMB592,061,000 and RMB253,947,000 as at 31 December 2023, 2024 and 2025, respectively, +were in the process of obtaining the property ownership certificates. As of the end of each +reporting period, the directors of the Compan y are of the opinion, the Group is entitled to +lawfully and validly occupy and use the buildings, and therefore the aforesaid matter did not +have any significant impact on the Group’s consol idated statements of fi nancial positions as at +31 December 2023, 2024 and 2025. +(b) The Group’s freehold lands are located in the S weden and Malaysia and t he carrying amounts +of the freehold lands amounted to approximat ely RMB32,019,000, R MB414,674,000 and nil +as at 31 December 2023, 2024 and 2025, respectively, are in the process of obtaining the land +ownership certificates. The directors of the Company are of the opinion that the relevant +certificates would be obtained in the near future , the Group is entitled to lawfully and validly +occupy and use the land, and therefore the aforesaid matter did not have any significant +impact on the Group’s consolidated statements of financial positions as at 31 December 2023, +2024 and 2025. +(c) In December 2025, the Group recognised an impairment loss of approximately +RMB30,447,000 on certain property, plant and equipment, in the opinion of the directors +of the Company, in light of a str ategic decision with changes in business operation, assessed +that those related assets’ recoverable a mount was below the carrying amount and the +recoverable amount is measured at fair value less costs to sell. In the opinion of the directors +of the Company, an independent valuer, has appropriate qualifications and relevant +experience in this industry, is engaged. The recoverable amount is based on net realisable +value of scrap metal, using prevai ling market prices and estimated recoverable quantities. The +fair value measurement is categorised into Level 3 fair value hierarchy. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 4– + + +--- page 341 --- +The Group has pledged certain property, plant a nd equipment with the following carrying amounts +to secure borrowings granted to the Group. Details o f the Group’s property, plant and equipment pledged +for the Group’s borrowings are as below: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Properties and buildings 1,195,059 1,735,066 3,203,960 +Administrative equipment — 2,968 4,960 +Machinery — — 1,523,539 +Construction in progress 1,173,711 185,015 83,742 +2,368,770 1,923,049 4,816,201 +The Company +Properties and +buildings Machinery +Transportation +equipment +Administrative +equipment +Experimental +and other +equipment +Construction +in progress Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Note(a) +As at 1 January 2023 +Cost 515,579 431,489 5,466 4,172 72,560 146,087 1,175,353 +Accumulated depreciation (62,127) (320,509) (2,552) (2,645) (54,741) — (442,574) +Net carrying amount 453,452 110,980 2,914 1,527 17,819 146,087 732,779 +Year ended 31 December 2023 +Opening net carrying amount 453,452 110,980 2,914 1,527 17,819 146,087 732,779 +Additions — 5,602 331 1,428 1,403 154,252 163,016 +D i s p o s a l s ———— ( 8 1 ) — ( 8 1 ) +Depreciation (18,303) (32,496) (445) (659) (5,672) — (57,575) +Reclassification 107,295 81,345 — — 7,130 (195,770) — +Closing net carrying amount 542,444 165,431 2,800 2,296 20,599 104,569 838,139 +As at 31 December 2023 +Cost 622,874 518,436 5,797 5,600 79,473 104,569 1,336,749 +Accumulated depreciation (80,430) (353,005) (2,997) (3,304) (58,874) — (498,610) +Net carrying amount 542,444 165,431 2,800 2,296 20,599 104,569 838,139 +Year ended 31 December 2024 +Opening net carrying amount 542,444 165,431 2,800 2,296 20,599 104,569 838,139 +Additions — 17 150 550 148 83,566 84,431 +Disposals (14,062) (3,146) (408) (5) (376) — (17,997) +Depreciation (22,231) (36,241) (455) (933) (2,031) — (61,891) +Reclassification 80,976 69,330 759 3,430 4,567 (159,062) — +Closing net carrying amount 587,127 195,391 2,846 5,338 22,907 29,073 842,682 +As at 31 December 2024 +Cost 689,526 581,627 5,455 9,465 83,704 29,073 1,398,850 +Accumulated depreciation (102,399) (386,236) (2,609) (4,127) (60,797) — (556,168) +Net carrying amount 587,127 195,391 2,846 5,338 22,907 29,073 842,682 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 5– + + +--- page 342 --- +Properties and +buildings Machinery +Transportation +equipment +Administrative +equipment +Experimental +and other +equipment +Construction +in progress Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Note(a) +Year ended 31 December 2025 +Opening net carrying amount 587,127 195,391 2,846 5,338 22,907 29,073 842,682 +Additions — — 951 605 8,228 78,707 88,491 +Disposals — (50,475) (452) (5) (495) — (51,427) +Depreciation (26,453) (20,653) (417) (1,310) (14,950) — (63,783) +I m p a i r m e n t — ( 3 0 , 4 4 7 ) ———— ( 3 0 , 4 4 7 ) +Reclassification 56,408 5,763 — — 43,440 (105,611) — +Transfer to investment properties +(Note 17) (135,551) ————— ( 135,551) +Closing net carrying amount 481,531 99,579 2,928 4,628 59,130 2,169 649,965 +As at 31 December 2025 +Cost 540,246 376,212 4,058 9,994 132,759 2,169 1,065,438 +Accumulated depreciation (58,715) (246,186) (1,130) (5,366) (73,629) — (385,026) +A c c u m u l a t e d I m p a i r m e n t — ( 3 0 , 4 4 7 ) ———— ( 3 0 , 4 4 7 ) +Net carrying amount 481,531 99,579 2,928 4,628 59,130 2,169 649,965 +Note: +(a) All ownership certificates of the Company’ s properties and buildings are located in the PRC +have been obtained as at 31 December 2023, 2024 and 2025, respectively. +The Company has pledged certain property, plan t and equipment with the following carrying +amounts to secure borrowings granted to the Compa ny. Details of the Company’s property, plant and +equipment pledged for the Company’s borrowings are disclosed as below: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Properties and buildings 385,906 508,677 551,040 +Administrative equipment — 2,968 2,360 +Construction in progress 101,949 26,675 — +487,855 538,320 553,400 +15. LEASES +The Group as a lessee +The Group has lease contracts for various items of buildings used in its operations. Lump sum +payments were made upfront to acquire the leased lan d from the owners with lease periods were 30 and 50 +years, and no ongoing payments will be made under the terms of these land leases. Leases of buildings +generally have lease terms between 2 and 30 years. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 6– + + +--- page 343 --- +The Group +(a) Right-of-use assets +The movements in the net carrying amount of ri ght-of-use assets are analysed as follows: +Leased +properties +Prepaid land +lease payments Total +RMB’000 RMB’000 RMB’000 +As at 1 January 2023 41,325 305,676 347,001 +Additions 538 258,212 258,750 +Depreciation (4,494) (11,931) (16,425) +Lease modification and ter mination (314) — (314) +Exchange realignment 2,525 — 2,525 +As at 31 December 2023 and 1 January 2024 39,580 551,957 591,537 +Additions 286,283 — 286,283 +Depreciation (13,824) (12,956) (26,780) +Exchange realignment (230) — (230) +As at 31 December 2024 and 1 January 2025 311,809 539,001 850,810 +Additions 57,998 27,566 85,564 +Depreciation (34,962) (13,243) (48,205) +Exchange realignment (1,390) (271) (1,661) +As at 31 December 2025 333,455 553,053 886,508 +Certain prepaid land lease payments are pledged for the Group’s borrowings, details are disclosed in +Note 35 to the Historical Financial Information. +(b) Lease liabilities +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Total minimum lease payments 49,157 405,175 379,349 +Future interest expense on lease liabilities (8,161) (86,671) (73,479) +40,996 318,504 305,870 +Current 3,862 18,646 24,102 +Non-current 37,134 299,858 281,768 +40,996 318,504 305,870 +The maturity analysis of lease liabilities is disclosed in Note 42 to the Historical Financial +Information. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 7– + + +--- page 344 --- +(c) The amounts recognised in the consolidated statemen ts of comprehensive income in relation to leases +are as follows: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Interest expenses — 2,547 1,945 +Depreciation of right-of-use assets (net of +capitalisation in constructi on in progress) 4,485 9,534 17,735 +Expense relating to short-term leases and leases of +low-value assets 1,294 1,887 1,928 +The Company +(a) Right-of-use assets +The movements in the net carrying amount of ri ght-of-use assets are analysed as follows: +Leased +properties +Prepaid land +lease payments Total +RMB’000 RMB’000 RMB’000 +1January 2023 42 59,507 59,549 +Additions — 712 712 +Depreciation (42) (2,408) (2,450) +As at 31 December 2023 and 1 January 2024 — 57,811 57,811 +Additions 8,113 — 8,113 +Depreciation (1,352) (2,574) (3,926) +As at 31 December 2024 and 1 January 2025 6,761 55,237 61,998 +Depreciation (2,704) (2,405) (5,109) +As at 31 December 2025 4,057 52,832 56,889 +(b) Lease liabilities +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Total minimum lease payments — 7,143 4,286 +Future interest expense on lease liabilities — (322) (120) +— 6,821 4,166 +Current — 2,655 2,752 +Non-current — 4,166 1,414 +— 6,821 4,166 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 8– + + +--- page 345 --- +(c) The amounts recognised in the Company’s statements of comprehensive income in relation to leases are +as follows: +The Company +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Interest expenses — 136 202 +Depreciation of right-of-use assets 2,450 3,926 5,109 +Expense relating to short-term leases and leases of +low-value assets 468 599 251 +The Group as a lessor +The Group leases its properties in Chinese Mainla nd under operating lease arrangements. The terms +of the leases generally require the tenants to pay security deposits and provide for periodic rent +adjustments according to the then prevailing marke t conditions. Rental income recognised by the Group +during the Track Record Period were included in N ote 6 to the Historical Financial Information. +The Group +The undiscounted lease payments receivables by the Group in future periods under non-cancellable +operating leases with its t enants are as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Total lease payments receivables: +— Within 1 year 9,924 13,057 18,948 +— Over 1 year but within 2 years 9,546 12,612 17,618 +— Over 2 years but within 3 years 9,246 10,959 15,978 +— Over 3 years 21,449 18,570 25,123 +50,165 55,198 77,667 +The Company +The undiscounted lease payments receivables by the Company in future periods under +non-cancellable operating leases with its tenants are as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Total lease payments receivables: +— Within 1 year 8,896 12,030 17,624 +— Over 1 year but within 2 years 8,646 12,012 16,961 +— Over 2 years but within 3 years 8,646 10,959 15,978 +— Over 3 years 21,449 18,570 25,123 +47,637 53,571 75,686 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 9– + + +--- page 346 --- +16. INTANGIBLE ASSETS +The Group +Software and +other +intangible +assets +RMB’000 +As at 1 January 2023 +Cost 10,889 +Accumulated amortisation (4,511) +Net carrying amount 6,378 +Year ended 31 December 2023 +Opening net carrying amount 6,378 +Additions 293 +Amortisation (1,397) +Exchange realignment 2 +Closing net carrying amount 5,276 +As at 31 December 2023 +Cost 11,184 +Accumulated amortisation (5,908) +Net carrying amount 5,276 +Year ended 31 December 2024 +Opening net carrying amount 5,276 +Additions 4,058 +Amortisation (1,489) +Exchange realignment (1) +Closing net carrying amount 7,844 +As at 31 December 2024 +Cost 15,241 +Accumulated amortisation (7,397) +Closing net carrying amount 7,844 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 0– + + +--- page 347 --- +Software and +other +intangible +assets +RMB’000 +Year ended 31 December 2025 +Opening net carrying amount 7,844 +Additions 16,037 +Amortisation (2,953) +Exchange realignment 8 +Closing net carrying amount 20,936 +As at 31 December 2025 +Cost 31,289 +Accumulated amortisation (10,353) +Net carrying amount 20,936 +The Company +Software and +other +intangible +assets +RMB’000 +As at 1 January 2023 +Cost 7,753 +Accumulated amortisation (3,644) +Net carrying amount 4,109 +Year ended 31 December 2023 +Opening net carrying amount 4,109 +Additions 268 +Amortisation (1,088) +Closing net carrying amount 3,289 +As at 31 December 2023 +Cost 8,021 +Accumulated amortisation (4,732) +Net carrying amount 3,289 +Year ended 31 December 2024 +Opening net carrying amount 3,289 +Additions 241 +Amortisation (932) +Closing net carrying amount 2,598 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 1– + + +--- page 348 --- +Software and +other +intangible +assets +RMB’000 +As at 31 December 2024 and 1 January 2025 +Cost 8,262 +Accumulated amortisation (5,664) +Closing net carrying amount 2,598 +Year ended 31 December 2025 +Opening net carrying amount 2,598 +Additions 3,019 +Amortisation (1,443) +Closing net carrying amount 4,174 +As at 31 December 2025 +Cost 11,281 +Accumulated amortisation (7,107) +Net carrying amount 4,174 +17. INVESTMENT PROPERTIES +The Group and the Company +Properties and +buildings +RMB’000 +Year ended 31 December 2025 +Opening net carrying amount — +Transfer from property, plant and equipment (Note 14) 135,551 +Closing net carrying amount 135,551 +As at 31 December 2025 +Cost 205,687 +Accumulated amortisation (70,136) +Net carrying amount 135,551 +Note: +Above of the Group’s properties and buildings held to earn rentals or for capital appreciation purposes +are measured using the cost model a nd are classified and accounted for as investment properties. These +investment properties include land and buildings whic h comprise operating leases in respect of properties +situated in the Chinese mainland. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 2– + + +--- page 349 --- +The estimated useful life of the properties and bui ldings are 40 years. The Group owns the investment +property in the form of leasehold land in PRC. The investment property is stated at a cost under +accumulated depreciation and any impairment loss. +The fair value of the Group’s investment properties as at 31 December 2025 are approximately +RMB188,767,000. The fair value has been arrived a t based on a valuation carried out by an independent +valuer not connected with the Group. +The fair value of the properties was determined by using income approach. The income approach is +calculated by capitalising the amount of net incom e receivable under the current terms of tenancies. +Reference would then be made to any potential changes in rental income on reversion. Both the term and +reversion are capitalised by the market capitalisation rates, which reflect the rate of investment return, +effect of inflation and prospect of rental growth, if any. +18. INVESTMENTS IN ASSOCIATES AND JOINT VENTURE +The Group and The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Unlisted investments 5,118 49,589 22,571 +Opening net carrying amount 64,969 5,118 49,589 +Additions (Note (e)) — 45,820 16,580 +Disposals (Note(d) (e)) (57,911) — (42,398) +Share of results, net (1,940) (1,349) (1,200) +Closing net carrying amount 5,118 49,589 22,571 +Details of each of the Group’s and The Company’s investments in associates and joint venture at the +end of each year for the Track Record Period are as follows: +Percentage of ownership +Place of +registration and +business As at 31 December Principal activities +2023 2024 2025 +%%% +Investment in joint venture +Yantai Xinghe Battery Materials +Technology Co., LTD (‘‘ Yantai +Xinghe ’’) (煙台星和電池材料科技 +有限公司) (Note (b)) +The PRC N/A 25 50 Manufacture and sales of +special electronic +materials +Investments in associates +Shenzhen Xinyuanbang Technology +Co., Ltd. ( 深圳新源邦科技有限 +公司) +The PRC 21.16 21.16 21.16 Manufacture and sales of +special electronic +materials +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 3– + + +--- page 350 --- +Percentage of ownership +Place of +registration and +business As at 31 December Principal activities +2023 2024 2025 +%%% +Shenzhen Qianhai Runmu Investment +Partnership Enterprise (Limited +Partnership) (‘‘Runmu investment ’’) +(深圳市前海潤木投資合夥企業 +（有限合夥）) (Note (e)) +The PRC N/A 40 N/A Investment +Shenzhen Xinglanxin New Material +Technology Co., Ltd. ( 深圳市星藍 +鑫新材料科技有限公司) +The PRC N/A N/A 31 Manufacture and sales of +special electronic +materials +Notes: +(a) In the opinion of the management, these investments in associates and joint venture are +immaterial to the Group, both i ndividually and in aggregate. +(b) Management has assessed the level of influence that the Group exercises on joint venture and +associates, and determined that it has signifi cant influence through the board representation +and other relevant facts and circumstances. Accordingly, the investment in Yantai Xinghe +have been classified as joint venture as at 31 December 2024 and 2025 as according to the +shareholders agreement of Yantai Xinghe, the Group and the Company has the right to +appoint 50% of Board and would be able to exercise joint control over the operation and +financial matters of Yantai Xinghe even thoug h the shareholding held by the Group and the +Company was 25% at 31 December 2024. +(c) There were no material contingent liabilities relating to the Group’s investments in associates +and joint venture. +(d) In December 2023, the N-Tech introduced a new investor and the Company’s percentage of +ownership decrease to 10.11% and lost the seat on the board of directors of the N-Tech. The +Company no longer has a significant influence on N-Tech and accounted for the investment as +FVTPL based on the investment strategy. +(e) The Group jointly invested with Shenz hen Qianhai Runmu Management Co., Ltd., an +associate of the Group (see Note 38) to establish Shenzhen Qianhai Runmu Investment +Partnership Enterprise (Limited Partnership). The Group, as a limited partner, subscribed for +a capital contribution of RMB40,000,000, holding a 40% stake. In January 2024, the Group +paid the capital contribution of RMB40,000,000. +In March 2025, the shareholders of Runmu investment decided to cease operations and handle +the relevant liquidation and company deregist ration procedures. The Group and the Company +accordingly recovered the investment in full. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 4– + + +--- page 351 --- +19. FINANCIAL ASSETS AND L IABILITIES AT FVTPL +(a) Financial assets at FVTPL +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Current: +— Bank wealth management products (‘‘ WMPs ’’) +and structured deposits (Note) 618,835 260,564 — +— Fund products 251,803 38,803 30,001 +870,638 299,367 30,001 +Non-current: +— Unlisted equity instruments 64,212 76,982 94,598 +Note: +The WMPs and structured deposits are mainly manage d by licensed financial institutions in the PRC +to invest principally in certain financial assets. T hey are classified as financial assets at FVTPL 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 +Current: +— Bank WMPs and structured deposits (Note) 558,477 190,564 — +— Fund products 251,803 38,803 30,001 +810,280 229,367 30,001 +Non-current: +— Unlisted equity instruments 63,912 76,682 94,298 +Note: +The WMPs and structured deposits are managed by l icensed financial institutions in the PRC to +invest principally in certain financial assets. The y were classified as financial assets at fair value +through profit or loss as their contractual cas h flows are not solely payments of principal and +interest. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 5– + + +--- page 352 --- +(b) Financial liabilities at FVTPL +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Current: +— Foreign exchange forward contracts and options — — 12,620 +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Current: +— Foreign exchange forward contracts — — 12,591 +20. FINANCIAL ASSETS AT FVTOCI +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Current: +— Notes receivables measured at FVTOCI (Note (a)) 79,585 292,318 369,753 +Non-current: +— Equity investments at fair value (Note (b)) — — 30,863 +Notes: +(a) The balance represents notes receivables hel d by the Group which are issued or guaranteed by +reputable PRC banks with high credit ratings. Th e notes receivables had a maturity of within six +months at the end of each year for the Track Record Period. The notes receivables are measured at +FVTOCI since the notes are held within the busin ess model whose objective is achieved by both +collecting contractual cash flows and selling the fi nancial assets, and the contractual cash flows are +solely payments of principal and interest on th e principal amount outstanding. The Group believes +that the notes receivables do not expose to significant credit risk and will not cause significant losses +due to the bank default. The changes in the fair val ue of the notes receivables are minimal due to its +short-term nature. +In addition, the Group has discounted certain not es receivables to banks and endorsed certain notes +receivables to its suppliers to settle its payable s. The directors of the Company consider the +probabilities on default of the discounted or endo rsed notes receivables are limited and the Group +has derecognised the full carrying amount of thes e notes receivables and the associated trade and +other payables when the notes receivables are endorsed or discounted. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 6– + + +--- page 353 --- +The maximum exposure to the Group that may result from the default of these endorsed and +discounted notes receivables, which are derecog nized in full of the carrying amount, as at 31 +December 2023, 2024 and 2025 are approx imately RMB330,280,000, RMB383,939,000 and +RMB888,416,000, respectively. +(b) These investments are not held for trading, inste ad, they are held for long-term strategic purposes. +The directors of the Company have elected to desi gnate these investments as accounted for FVTOCI +as they believe that recognising short-term fair val ue fluctuations in these instruments in profit or +loss would not be consistent with the Group’s strat egy of holding these instruments for long-term +purposes and realising their performance potential in the long run. +During the Track Record Period, the Group didn’t r eceive any dividend from the invested entity. +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Current: +— Notes receivables measured at FVTOCI 55,007 266,001 325,845 +Non-current: +— Equity investments at fair value — — 30,863 +Note: +The maximum exposure to the Company that may result from the default of these endorsed and +discounted notes receivables, which are derecognized in full of the carrying amount, as at 31 December +2023, 2024 and 2025 are approximately RMB602,269,000, RMB713,280,000 and RMB574,869,000, +respectively. +21. INVENTORIES +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Raw materials 208,094 289,560 322,177 +Semi-finished goods 128,574 111,277 168,794 +Finished goods 103,282 162,885 336,641 +439,950 563,722 827,612 +Less: provision for impairment (Note) (43,086) (45,659) (65,231) +396,864 518,063 762,381 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 7– + + +--- page 354 --- +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Raw materials 32,165 31,273 16,150 +Semi-finished goods 12,522 5,461 — +Finished goods 40,661 47,280 14,751 +85,348 84,014 30,901 +Less: provision for impairment (Note) (7,530) (1,150) (542) +77,818 82,864 30,359 +Note: The directors of the Company review the condi tion of inventories and make allowance for +inventories that are identified as obsolete, slow -moving or no longer recoverable or suitable for +use in production. Inventory review was carried out at each reporting date on a +product-by-product basis and makes allowance b y reference to the latest market prices and +current market conditions for the Group and the Company. +22. TRADE AND NOTES RECEIVABLES +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade receivables 1,636,279 2,120,371 1,932,049 +Notes receivables (Note) 180,143 359,154 593,603 +1,816,422 2,479,525 2,525,652 +Less: allowance for impairment (43,173) (103,469) (45,592) +1,773,249 2,376,056 2,480,060 +Note: The amount of the Group’s endorsed and discounte d notes receivables which are not derecognised +as at 31 December 2023, 2024 and 2025 are approximately RMB94,284,000, RMB233,440,000 and +RMB285,722,000, respectively. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 8– + + +--- page 355 --- +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade receivables 1,128,038 1,619,584 1,171,011 +Notes receivables (Note) 67,784 78,892 195,766 +1,195,822 1,698,476 1,366,777 +Less: allowance for impairment (30,978) (38,042) (29,113) +1,164,844 1,660,434 1,337,664 +Note: The amount of the Company’s endorsed and discounted notes receivables which are not +derecognised as at 31 December 2023, 2024 and 2025 are approximately RMB48,135,000, +RMB24,529,000 and RMB91, 161,000, respectively. +Certain trade and notes receivables are pledged a s security for the Group’s borrowings, details are +disclosed in Note 35 to the Historical Financial Information. +The credit period granted to customers is general ly within 180 days during the Track Record Period. +The ageing analysis of trade receivables based on recognition date is as follows: +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within 1 year 1,607,743 2,077,976 1,898,142 +Over 1 year but within 2 years 7,675 23,687 8,624 +Over 2 years but within 3 years 4,744 1,232 7,325 +Over 3 years 16,117 17,476 17,958 +1,636,279 2,120,371 1,932,049 +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within 1 year 1,108,421 1,601,788 1,149,745 +Over 1 year but within 2 years 2,323 2,713 6,193 +Over 2 years but within 3 years 3,745 1,173 741 +Over 3 years 13,549 13,910 14,332 +1,128,038 1,619,584 1,171,011 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 9– + + +--- page 356 --- +Movements in impairment of trade and notes receivables are as follows: +The Group +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +At the beginning of the year 31,318 43,173 103,469 +Impairment recognised/(reversed), net 12,629 62,306 (7,798) +Written off (859) (670) (50,104) +Exchange realignment 85 (1,340) 25 +At the end of the year 43,173 103,469 45,592 +Detail information about the impairment of trade and notes receivables and the Group’s exposure to +credit risk is described in Note 42. +The Company +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +At the beginning of the year 23,005 30,978 38,042 +Impairment recognised/(reversed), net 8,832 7,528 (8,929) +Written off (859) (464) — +At the end of the year 30,978 38,042 29,113 +As at 31 December 2023, 2024 and 2025 the Company’s impairment of notes receivables are +approximately RMB90,000, RMB232 ,000 and RMB1,263,000, respectively. +23. PREPAYMENTS, OTHER RECEIVABLES AND OTHER ASSETS +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Other receivables 8,722 18,784 33,270 +Less: allowance for impairment (466) (922) (1,671) +8,256 17,862 31,599 +Prepayment for acquisition of non-curr ent assets 1,279,387 1,095,461 147,205 +VAT recoverable (Note(a)) 378,908 733,762 651,205 +Prepayments for materials and others 32,655 44,257 58,351 +Deferred listing expenses — — 19,247 +1,699,206 1,891,342 907,607 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 0– + + +--- page 357 --- +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Analysed for reporting purposes as: +Current assets 419,819 357,903 440,517 +Non-current assets 1,279,387 1,533,439 467,090 +1,699,206 1,891,342 907,607 +Notes: +(a) Input VAT on purchases can be deducted from out put VAT payable. The VAT recoverable is the net +difference between output and deductible input VAT. The applicable VAT tax rate of the Group is +13%, 6% and 25%. +(b) The information about the credit risk exposure o n the Group’s other receivables is disclosed in Note +42. +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Other receivables 2,581 1,261 1,027 +Less: allowance for impairment (159) (63) (156) +2,422 1,198 871 +Prepayment for acquisition of non-current assets 195,397 175,953 74,723 +VAT recoverable 13,735 25,725 20,862 +Prepayments for materials and others 2,281 1,884 451 +Deferred listing expenses — — 19,247 +213,835 204,760 116,154 +Analysed for reporting purposes as: +Current assets 18,438 28,807 41,431 +Non-current assets 195,397 175,953 74,723 +213,835 204,760 116,154 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 1– + + +--- page 358 --- +The movements on the impairment of other receivables are as follows: +The Group +Stage 1 Stage 2 Stage 3 Total +RMB’000 RMB’000 RMB’000 RMB’000 +As at 1 January 2023 364 — — 364 +Provision 100 — — 100 +Exchange realignment 2 — — 2 +As at 31 December 2023 and 1 January 2024 466 — — 466 +Provision 454 — — 454 +Exchange realignment 2 — — 2 +As at 31 December 2024 and 1 January 2025 922 — — 922 +Provision 745 — — 745 +Exchange realignment 4 — — 4 +As at 31 December 2025 1,671 — — 1,671 +The Company +Stage 1 Stage 2 Stage 3 Total +RMB’000 RMB’000 RMB’000 RMB’000 +As at 1 January 2023 66 — — 66 +Provision 93 — — 93 +As at 31 December 2023 and 1 January 2024 159 — — 159 +Reversal (96) — — (96) +As at 31 December 2024 and 1 January 2025 63 — — 63 +Provision 93 — — 93 +As at 31 December 2025 156 — — 156 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 2– + + +--- page 359 --- +24. RESTRICTED BANK DEPOSITS +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Restricted bank deposits 145,402 485,496 571,202 +Pledged bank deposits for notes payables 145,202 480,621 286,850 +Pledged bank deposits for bank borrowings — — 43,706 +Pledged bank deposits for other purposes (Note) 200 4,875 240,646 +145,402 485,496 571,102 +Note: As at 31 December 2023, 2024 and 2025, other restricted deposits amounted to nil, nil and +approximately RMB219,042,000 respectively, repres enting funds placed in a designated securities +investment account under an Entrusted Asset M anagement Contract with an independent third +party. Pursuant to the contractual terms, these funds are restricted from withdrawal during the +term of the Entrusted Asset Management Agreement and may only be recovered upon the expiry +or early termination of such term. +The Group’s restricted bank deposits, other than thos e held in designated securities investment accounts +amounting to nil, nil and approximately RMB219,042,000 as at 31 December 2023, 2024 and 2025 respectively +which are denominated in USD, are primarily denominated in RMB. +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Restricted bank deposits 81,927 437,654 186,802 +Pledged bank deposits for notes payables 81,927 437,654 185,910 +Pledged bank deposits for other purposes — — 892 +81,927 437,654 186,802 +The restricted bank deposits of the Company are mainly RMB deposits. These deposits mainly are pledged +as security for the Group’s and the Company’s borrowings a nd notes payable, details are disclosed in Note 35 to +the Historical Financial Information. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 3– + + +--- page 360 --- +25. TIME DEPOSITS +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Short-term time deposits wit h original maturities +of over three months and due within one year 1,983,538 541,635 233,037 +Time deposits with remai ning maturities over one +year — 51,562 52,525 +1,983,538 593,197 285,562 +Denominated in: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +RMB 1,983,538 226,154 171,824 +USD — 40,799 109,335 +EUR — 326,244 — +Others — — 4,403 +1,983,538 593,197 285,562 +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Short-term time deposits wit h original maturities of +over three months and due within one year 1,781,762 50,797 111,800 +Time deposits with remaining matu rities over one year — 20,864 21,113 +1,781,762 71,661 132,913 +Denominated in: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +RMB 1,781,762 71,661 132,913 +All restricted bank deposits and time deposits as at 31 December 2023, 2024 and 2025 are pledged (Note +24 and 35). +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 4– + + +--- page 361 --- +26. CASH AND CASH EQUIVALENTS +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Cash and cash in bank 1,744,409 2,650,754 1,187,671 +Denominated in: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +RMB 570,712 1,503,567 640,519 +USD 1,048,645 997,176 295,531 +SGD 20,859 21,174 158,434 +MYR 43,773 33,386 4,395 +Others 60,420 95,451 88,792 +1,744,409 2,650,754 1,187,671 +RMB is not freely convertible into other curren cies, however, under Mainland China’s Foreign +Exchange Control Regulations and Administratio n 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. Cas h at banks earns interest at floating rates based on +daily bank deposit rates. Short term time de posits are made depending on the immediate cash +requirements of the Group and earn interest at the re spective short term time deposit rates. The bank +balances are deposited with creditworthy banks with no recent history of default. +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Cash and cash in bank 1,029,618 995,122 257,117 +Denominated in: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +RMB 166,808 864,552 195,699 +USD 862,741 126,029 49,092 +Others 69 4,541 12,326 +1,029,618 995,122 257,117 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 5– + + +--- page 362 --- +27. DEFERRED INCOME TAX +The Group +Deferred income tax assets and liabilities are offset when there is a legally enforceable right of +offsetting and when the deferred inco me taxes relate to the same authority. +The analysis of deferred income tax assets and d eferred income tax liabilities are as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Total deferred income tax assets 11,393 118,757 183,862 +Set-off of deferred tax liabilities pursuant to set-off +provisions — (95,034) (117,120) +Net deferred income tax assets 11,393 23,723 66,742 +Total deferred income tax liab ilities 39,223 131,522 134,930 +Set-off of deferred tax assets pursuant to set-off +provisions — (95,034) (117,120) +Net deferred income tax liabilities 39,223 36,488 17,810 +(a) Deferred income tax assets +The movements in deferred income tax assets during the Track Record Period are as follows: +Impairment +provision Tax losses +Unrealised +profit on +intra-group +transactions +Share-based +payment +Deferred +income +Lease +liabilities Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +As at 1 January 2023 8,261 20,783 1,845 3,622 — — 34,511 +(Reversed)/Recognised in profit or loss (3,165) (17,257) 926 (3,523) — — (23,019) +Reversed in capital reserve — — — (99) — — (99) +As at 31 December 2023 and 1 January 2024 5,096 3,526 2,771 — — — 11,393 +Recognised in profit or loss 1,775 18 ,958 1,804 — 19,950 64,865 107,352 +Exchange realignment — 12 — — — — 12 +As at 31 December 2024 and1 January 2025 6, 871 22,496 4,575 — 19,950 64,865 118,757 +Recognised/(Reversed) in profit or loss 2, 321 76,197 (1,157) — (6,988) (5,268) 65,105 +As at 31 December 2025 9,192 98,693 3,418 — 12,962 59,597 183,862 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 6– + + +--- page 363 --- +(b) Deferred income tax liabilities +The movements in deferred income tax liabilitie s during the Track Record Period are as follows: +Depreciation +of fixed +assets +Right-of-use +assets Others Total +RMB’000 RMB’000 RMB’000 RMB’000 +As at 1 January 2023 38,982 — 6,478 45,460 +Reversed in profit or loss (4,780) — (1,457) (6,237) +As at 31 December 2023 and +1 January 2024 34,202 — 5,021 39,223 +Recognised/(Reversed) +in profit or loss 28,076 64,936 (713) 92,299 +As at 31 December 2024 and +1 January 2025 62,278 64,936 4,308 131,522 +Recognised/(Reversed) +in profit or loss 8,868 (9,414) 3,879 3,333 +Exchange realignment — 75 — 75 +As at 31 December 2025 71,146 55,597 8,187 134,930 +(c) Tax losses and deductible temporary differences with deferred income tax assets not recognised +Deferred income tax assets should be recognised wh en it is probable that taxable profits or taxable +temporary differences will be available against which the deferred income tax asset can be utilised. +Temporary differences will not be recognised as defe rred income tax assets if management estimates that +they will not be recovered from taxable profits generated from continuing operations in the foreseeable +future. The following table sets forth the tax losse s and deductible temporary differences which were not +recognised as deferred income tax assets at the end of each year for the Track Record Period: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Tax losses 380,130 340,177 340,057 +Deductible temporary differences 52,754 179,697 157,537 +432,884 519,874 497,594 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 7– + + +--- page 364 --- +The Group has unused tax losses of approx imately RMB403,637,000, RMB490,150,000 and +RMB998,664,000 as at 31 December 2023, 2024 and 2025, respectively, available for offset against future +profits. Certain deferred income tax assets has not been recognised for these tax losses due to the +unpredictability of future profit streams. Included in unrecognised tax losses are losses of approximately +RMB380,130,000, RMB340,177,000 and RMB340,057,000, r espectively, can be carried forward as below: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +2027 — — — +2028 31 — — +2031 1,768 — — +2032 109,577 63,872 — +2033 215,125 203,155 123,544 +2034 — 13,372 — +2035 — — 162,528 +Indefinitely 53,629 59,778 53,985 +380,130 340,177 340,057 +The Company +Deferred income tax assets and liabilities are offset when there is a legally enforceable right of +offsetting and when the deferred inco me taxes relate to the same authority. +The net amounts of deferred income tax assets and l iabilities after offsetting are as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Total deferred income tax assets — 2,850 22,297 +Set-off of deferred liabilities pursuant to set-off +provisions — — — +Net deferred income tax assets — 2,850 22,297 +Total deferred income tax liabilities — — — +Set-off of deferred tax assets pursuant to set-off +provisions — — — +Net deferred income tax liabilities — — — +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 8– + + +--- page 365 --- +(a) Deferred income tax assets +The movements in deferred income tax assets during the Track Record Period are as follows: +Impairment +provision Tax losses +Share-based +payment Total +RMB’000 RMB’000 RMB’000 RMB’000 +As at 1 January 2023 4,941 10,892 3,623 19,456 +Reversed in profit or loss (4,941) (10,892) (3,524) (19,357) +Reversed in capital reserve — — (99) (99) +A s a t 3 1 D e c e m b e r 2 0 2 3 a n d 1 J a n u a r y 2 0 2 4 ———— +Recognised in profit or loss — 2,850 — 2,850 +As at 31 December 2024 and 1 January 2025 — 2,850 — 2,850 +Recognised in profit or loss — 19,447 — 19,447 +As at 31 December 2025 — 22,297 — 22,297 +(b) Deferred income tax liabilities +The movements in deferred income tax liabilitie s during the Track Record Period are as follows: +Fair value +change of +financial +assets at +FVTPL +RMB’000 +As at 1 January 2023 535 +Reversed in profit or loss (535) +As at 31 December 2023 and 2024 and 2025 — +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 9– + + +--- page 366 --- +(c) Tax losses and deductible temporary differences with deferred income tax assets not recognised +Deferred income tax assets should be recognised wh en it is probable that taxable profits or taxable +temporary differences will be available against which the deferred income tax assets can be utilised. +Temporary differences will not be recognised as defe rred income tax assets if management estimates that +they will not be recovered from taxable profits generated from continuing operations in the foreseeable +future. The following table sets forth the tax losse s and deductible temporary differences which were not +recognised as deferred income tax assets at the end of each year for the Track Record Period: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Tax losses 286,027 280,399 147,280 +Deductible temporary differences 38,668 61,466 66,733 +324,695 341,865 214,013 +The Company has unused tax losses of approximately RMB286,027,000, RMB299,399,000 and +RMB295,927,000 as at 31 December 2023, 2024 and 2025, respectively, available for offset against future +profits. Certain deferred income tax assets has not been recognised for these tax losses due to the +unpredictability of future profit streams. In cluded in unrecognised tax losses are losses of +RMB286,027,000, RMB280,399,000 and RMB147,280,000, r espectively, can be carried forward as below: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +2032 82,872 63,872 — +2033 203,155 203,155 133,908 +2034 — 13,372 13,372 +286,027 280,399 147,280 +28. TRADE AND NOTES PAYABLES +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade payables 338,631 411,667 452,501 +Notes payables 139,823 120,614 217,198 +478,454 532,281 669,699 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 0– + + +--- page 367 --- +The credit period granted by suppliers is generally within 90 days. The ageing analysis of the trade +payables of the Group as at 31 December 2023, 2024 and 2025 based on recognition date is as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +— Within 1 year 331,427 401,278 442,019 +— Over 1 year but within 2 years 6,324 7,418 7,142 +— Over 2 years but within 3 years 608 2,349 1,356 +— Over 3 years 272 622 1,984 +338,631 411,667 452,501 +As at the end of each year for the Track Record Period, no matured notes payables were unpaid. +Details of the Group’s assets pledged for the Group’s notes payables are disclosed in Note 35 to the +Historical Financial Information. +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade payables 111,604 39,838 43,679 +Notes payables 114,366 49,412 115,511 +225,970 89,250 159,190 +The ageing analysis of the trade payables of the Company as at 31 December 2023, 2024 and 2025 +based on recognised date is as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +— Within 1 year 111,181 39,527 42,802 +— Over 1 year but within 2 years 208 144 699 +— Over 2 years but within 3 years 215 30 12 +— Over 3 years — 137 166 +111,604 39,838 43,679 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 1– + + +--- page 368 --- +29. OTHER PAYABLES AND ACCRUALS +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Payables for acquisition of non-cu rrent assets 577,786 1,110,936 692,736 +Deferred government grants 453,920 475,458 472,202 +Settlement expenses for litigation 107,657 — — +Endorsed notes receivable that have not been derecognised +and not yet due 65,512 160,350 195,399 +Employee benefits payables 56,260 61,855 85,039 +Accrued listing expenses — — 3,186 +Deposits received 21,577 15,004 15,570 +Other tax payables 27,616 16,264 15,464 +Repurchase obligation for restricted shares 37,781 12,456 — +Others 27,854 28,650 8,124 +1,375,963 1,880,973 1,487,720 +Analysed for reporting purposes as: +Current liabilities 899,443 1,382,915 1,015,518 +Non-current liabilities 476,520 498,058 472,202 +1,375,963 1,880,973 1,487,720 +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Deferred government grants 48,762 56,520 52,546 +Settlement expenses for litigation 107,657 — — +Payables for acquisition of non- current assets 71,577 53,087 20,017 +Repurchase obligation for restricted shares 37,781 12,456 — +Accrued listing expenses — — 3,186 +Deposits received 11,652 9,939 12,559 +Employee benefits payables 21,220 21,103 23,323 +Endorsed notes receivable that have not been derecognised +and not yet due 12,305 9,169 839 +Other tax payables 3,224 5,234 8,525 +Others 2,929 3,038 2,062 +317,107 170,546 123,057 +Analysed for reporting purposes as: +Current liabilities 268,345 114,026 70,511 +Non-current liabilities 48,762 56,520 52,546 +317,107 170,546 123,057 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 2– + + +--- page 369 --- +30. BORROWINGS +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Current +Secured borrowings: +Short-term bank borrowings — — 29,999 +Advances from banks on discounted notes receivables +(Note (c)) 1,418,330 2,509,090 2,350,997 +Current portion of long-term bank borrowings 639,686 607,622 1,300,970 +Current portion of long-term other borrowings — — 171,747 +2,058,016 3,116,712 3,853,713 +Unsecured borrowings: +Short-term bank borrowings 328,931 752,870 1,637,146 +Current portion of long-term bank borrowings 212,000 134,000 190,050 +Current portion of long-term oth er borrowings — 101,485 67,379 +540,931 988,355 1,894,575 +2,598,947 4,105,067 5,748,288 +Non-current +Secured borrowings: +Non-current portion of long-term bank borrowings 2,843,824 5,518,518 4,213,109 +Non-current portion of long-term other borrowings — — 609,987 +2,843,824 5,518,518 4,823,096 +Unsecured borrowings: +Non-current portion of long-term bank borrowings 80,000 279,000 1,112,298 +Non-current portion of long-term other borrowings 487,812 481,469 426,051 +567,812 760,469 1,538,349 +3,411,636 6,278,987 6,361,445 +As at 31 December 2023, 2024 and 2025 the borrowings bear effective interest rates range of +2.40% *4.25%, 2.28% *5.59% and 1.96% *4.14% per annum respectively. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 3– + + +--- page 370 --- +Notes: +(a) Bank’s credit facilities amounted to a pproximately RMB8,850, 480,000, RMB5,689,120,000 +and RMB9,078,950,000 had not been utilised as at 31 December 2023, 2024 and 2025 +respectively. +(b) Secured borrowings were mainly secured by b ank deposits and time deposits, trade and notes +receivables, financial assets at FVTPL, propert y, plant and equipment and prepaid land lease +payments. Details of the Group’s assets pledged for the Group’s borrowings are disclosed in +Note 35 to the Historical Financial Information. +(c) The note receivables discounted to banks main ly were arising from intragroup transactions +among members of the Group, which were eliminated in full on consolidation. +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Current +Secured borrowings: +Current portion of long-term bank borrowings 25,521 40,501 142,489 +Advances from banks on discounted notes receivables 35,830 15,360 90,323 +61,351 55,861 232,812 +Unsecured borrowings: +Short-term bank borrowings 78,074 512,628 1,142,972 +Current portion of long-term bank borrowings 212,000 134,000 190,000 +290,074 646,628 1,332,972 +351,425 702,489 1,565,784 +Non-current +Secured borrowings: +Non-current portion of long-term bank borrowings 230,000 190,000 150,000 +Unsecured borrowings: +Non-current portion of long-term bank borrowings 80,000 279,000 872,500 +310,000 469,000 1,022,500 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 4– + + +--- page 371 --- +During the Track Record Period, the Group did not vi olate any financial covenants under the agreements +of borrowings. The Group’s and the Company’s borrowings were repayable as follows: +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Analysed as: +— Within 1 year 2,598,947 4,105,067 5,748,288 +— Over 1 year but within 2 years 650,096 1,642,017 2,187,443 +— Over 2 years but within 3 years 747,375 1,717,634 2,041,593 +— Over 3 years 2,014,165 2,919,336 2,132,409 +6,010,583 10,384,054 12,109,733 +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Analysed as: +— Within 1 year 351,425 702,489 1,565,784 +— Over 1 year but within 2 years 120,000 182,000 692,500 +— Over 2 years but within 3 years 40,000 177,000 260,000 +— Over 3 years 150,000 110,000 70,000 +661,425 1,171,489 2,588,284 +The Group’s and the Company’s borrowings that are denominated in currencies of the relevant group +entities are set out below: +The Group +Denominated in: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +RMB 6,010,583 9,326,845 11,080,295 +EUR — 1,057,209 1,029,438 +6,010,583 10,384,054 12,109,733 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 5– + + +--- page 372 --- +The Company +Denominated in: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +RMB 661,425 1,171,489 2,588,284 +Details of the Group’s borrowing with floating rate ar e disclosed in Note 42 to the Historical Financial +Information. +31. SHARE CAPITAL AND TREASURY SHARES +The Group and the Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Share capital 1,345,107 1,342,957 1,348,124 +Treasury shares reserve (89,122) (62,765) (350,758) +1,255,985 1,280,192 997,366 +The changes in the Company’s authorised, issue d and fully paid share capital are as follows: +Number of +shares Share capital +’000 RMB’000 +Ordinary shares of RMB1 each +As at 1 January 2023 1,280,806 1,280,806 +Issue of Shares under restricte d shares incentive schemes +(Note (a)) 921 921 +Repurchase and cancellation of shares under restricted shares +incentive schemes (Note (b)) (44) (44) +Private placement (Note (d)) 63,424 63,424 +As at 31 December 2023 and 1 January 2024 1,345,107 1,345,107 +Repurchase and cancellation of shares under restricted shares +incentive schemes (Note (b)) (2,150) (2,150) +As at 31 December 2024 and 1 January 2025 1,342,957 1,342,957 +Repurchase and cancellation of shares under restricted shares +incentive schemes (Note (b)) (1,065) (1,065) +Issue of Shares under restricte d shares incentive schemes +(Note (a)) 6,232 6,232 +As at 31 December 2025 1,348,124 1,348,124 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 6– + + +--- page 373 --- +The detail of the treasury shares reserve and num ber of treasury shares outstanding at the end of +each year for the Track Record Period are as follows: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +At the beginning of the year 100,566 89,122 62,765 +Issue of shares under restricted shares incentive +scheme (Note (a)) 10,800 — — +Repurchase and cancellation of shares under +restricted shares incentive schemes (Note (b)) (535) (25,660) (11,989) +Revocable dividends attributable to restricted +shareholders (Note (f)) (524) (697) — +Release of shares under restricted shares incentive +schemes (Note (c)) (21,185) — — +Repurchase of shares (Note (e)) — — 299,982 +At the end of the year 89,122 62,765 350,758 +Number of treasury shares (in thousands) at the end +of the year 5,629 3,479 30,849 +Notes: +(a) Pursuant to the approved restricted shar es incentive plan in the year ended 31 December 2022 +(the ‘‘Incentive Plan 2022 ’’), 920,753 restricted shares were granted to the selected participants +in the years ended 31 December 2023 respectively. Details of the Company’s restricted shares +incentive plans are disclosed in Note 32 t o the Historical Financial Information. +In September 2025, pursuant to the approved type Ⅱrestricted shares incentive plan in the +year ended 31 December 2024 (the ‘‘ Incentive Plan 2024 ’’), 47 incentive participants met the +conditions and exercised the option. Th e Company has received total proceeds of +approximately RMB22,593,000 from these p articipants, all in cash. Of this amount, +RMB6,232,500 was added to Share Capital, and approximately RMB16,360,976 was +credited to Capital Reserve. +(b) On 17 May 2023, a total of 44,051 restricted shares granted in the Incentive Plan 2022 was +cancelled, as participants have resigned. The refore, a total of 44,051 number of shares under +the scheme was cancelled and treasury shares reserve of approximately RMB535,000 were +derecognised. +On 25 January 2024, a total of 47,559 restricted shares granted in the Incentive Plan 2022 was +cancelled, as participants have resigned. The refore, a total of 47,559 number of shares under +the scheme was cancelled and treasury shares reserve of approximately RMB570,000 were +derecognised. +On 13 August 2024, a total of 2,102,440 restricted shares granted in the Incentive Plan 2022 +was cancelled, as participants did not meet the p erformance requirements. Therefore, a total +of 2,102,440 number of shares under the scheme wa s cancelled and treasury shares reserve of +approximately RMB25,090,000 were derecognised. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 7– + + +--- page 374 --- +On 24 March 2025, a total of 54,892 restricted shares granted in the Incentive Plan 2022 was +cancelled, as participants have resigned. The refore, a total of 54,892 number of shares under +the scheme was cancelled and treasury shares reserve of approximately RMB639,000 were +derecognised. +On 21 August 2025, a total of 1,010,439 restricted shares granted in the Incentive Plan 2022 +was cancelled, as participants have resigned or did not meet the performance requirements. +Therefore, the share capital of 1,010,439 num ber of shares under the scheme was cancelled and +treasury shares reserve of approximate ly RMB11,350,000 were derecognised. +(c) On 16 May 2023, a total of 1,529,718 restricted shares granted in the Incentive Plan 2022 met +the conditions for relieving restri ction were released and listed for circulation and the treasury +shares reserve of approximately RMB18,347,000 were derecognised. +On 22 May 2023, a total of 461,074 restricted shar es granted in the Incentive Plan 2020 met the +conditions for relieving restriction were relea sed and listed for circulation and the treasury +shares reserve of approximately RMB2,838,000 were derecognised. +(d) On 18 December 2023, as approved by CSRC and decision made by Regulatory Authority of +the SIX Swiss Exchange, the Company issued a total of 12,684,800 Global Depositary +Receipts (GDRs) to 17 specific t argeted objects. The newly added underlying securities, +A-share stocks represented by these GDRs, am ounted to 63,424,000 shares, which were listed +on the SIX Swiss Exchange. Through this issuan ce, the company raised approximately US$120 +million, after deducting the transaction fe es of approximately US$1 million, the company +received approximately US$119 million. Accord ing to the central parity rate of the exchange +rate between the US dollar and the Chinese yuan published by the People’s Bank of China on +12 December 2023, which is 7.1174, per the privat e placement, the Company recognised share +capital of approximately RMB63,424,000 and capital reserve of approximately +RMB760,938,000, net of transaction costs. +(e) During the year ended 31 December 2025, the Company repurchased 28,435,840 of its own +ordinary shares through the Shenzhen Stock Exchange with an aggregate consideration of +approximately RMB299,982,000 paid. +(f) During the years ended 31 December 2023 and 2024, approximately RMB524,000 and +RMB697,000, respectively, cash dividends paid to the restricted shares were set off against the +treasury shares reserve as these dividends are revocable according to the relevant restricted +shares incentive schemes. +(g) Subsequent to 31 December 2025, the Company completed cancellation of 2,413,500 +repurchased shares in January 2026. +32. SHARE-BASED EMPLOYEE COMPENSATIONS +(a) Share-based compensation expenses during the Track Record Period were as follows: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Equity settled share-based compensation 4,811 11,982 39,906 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 8– + + +--- page 375 --- +(b) Restricted Stock Incentive Plans Related to A Shares +The Company granted both Type I and Type II restricted shares. The particulars of the Type I and +Type II restricted shares are as follows: +(i) Type I restricted shares +Type I restricted shares refer to ordinary sh ares issued to the participants with certain +restrictions stipulated under the Restricted A-s hare Scheme. On the grant date of Type I restricted +shares, the participants of Type I restricted sha res were entitled to receive newly issued ordinary +shares of the Company and were required to p ay the purchase price upon accepting the Type I +restricted shares. +Type I restricted shares shall be locked up immediately upon grant. The release of the +restriction of the restricted shares granted to t he participants shall be subject to performance +conditions and a lock-up period after the date of r egistration. The restricted shares held by the +participants shall be unlocked in two or three tra nches of the total number of the restricted shares +granted upon the expiry of each lock-up period. The r estriction on the restricted share would only be +released upon both the performance condition of the Group and the performance condition of the +individuals are met. +If the either of the performance conditions are not met, the Company will repurchase the Type +I restricted shares from the employee at purch ase price. The total consideration paid by the +participants are recognised as liabilities and wi ll only be reversed by portion to other reserve when +the shares are vested each year. +Pursuant to the ‘‘Proposal on the 2020 Restri cted Stock Incentive Plan (Draft) and its +Summary of the Company’’ (the ‘‘ Incentive Plan 2020 ’’) approved at the 2019 Annual General +Meeting of the Company on 15 May 2020, the Company completed the registration of the grant of +3,253,000 type I restricted stock with lock-up period to 128 incentive participants in June 2020 at a +grant price of RMB16.21 per share. Pursuant to the Incentive Plan 2020, the restricted stock granted +to participants will be unlocked in two periods af ter 12 months from the date of completion of the +registration of the grant, and the maximum per centage of unlocking for each period will be 50% +according to the Group’s performance appraisal and individual performance appraisal, etc.. As the +share plan occurred before the Track Record Peri od, after conversion, divi dend distribution and +repurchase, the number of restricted stocks remaining as at 1 January 2023 was 461,074. +Pursuant to the ‘‘Proposal on the 2022 Restri cted Stock Incentive Plan (Draft) and its +Summary of the Company’’ (the ‘‘ Incentive Plan 2022 ’’) approved at the 2022 second extraordinary +general meeting of the Company on 21 February 2022, the Company completed the registration of +the initial grant of 2,590,100 type I restricted stock with lock-up period of 36 months to 289 +incentive participants in April 2022 at a grant price of RMB18.25 per share and 920,753 type I +restricted stock with lock-up pe riod of 24 months to 89 incentive p articipants which in reserved +grant portion in February 2023 at a grant price of RMB11.73. Pursuant to the Incentive Plan 2022, +the restricted stock initial granted to 289 incentive participants in April 2022 will be unlocked in +three periods after 12 months from the date of compl etion of the registration of the grant, and the +maximum percentage of unlocking for each period will be 40%, 40% and 20%, respectively, +according to the Group’s performance appraisal a nd individual performance appraisal, etc.. The +restricted stock granted to 89 incentive partic ipants in February 2023 will be unlocked in two +periods after 12 months from the date of complet ion of the registration of the grant, and the +maximum percentage of unlocking for each p eriod will be 50% according to the Group’s +performance appraisal and individual performance appraisal, etc.. As the share plan occurred before +the Track Record Period, after conversion, divide nd distribution and repurchase, the number of +restricted stocks remaining as at 1 January 2023 was 3,868,346. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 9– + + +--- page 376 --- +Set out below are details of the movements o f the outstanding number of Type I restricted +shares throughout the Track Record Period: +Year ended 31 December +2023 2024 2025 +’000 ’000 ’000 +As at beginning of the year 4,329 3,215 1,065 +Granted 921 — — +Lapsed (44) (2,150) (1,065) +Released (1,991) — — +As at end of the year 3,215 1,065 — +Exercisable at end of the year — — — +Subsequent to 31 December 2025, pursuant to the ‘‘Proposal on the 2026 Restricted Stock +Incentive Plan (Draft) and its Summary of the Company’’ (the ‘‘ Incentive Plan 2026 ’’) approved at +the 2026 second extraordinary general meeting of the Company on 31 March 2026, the Company +completed the registration of the g rant of 8,580,200 type I restricted stock in treasury shares with +lock-up period of 24 months to 63 incentive partic ipants in April 2026 at a grant price of RMB7.50 +per share. Pursuant to the Incentive Plan 2026, the restricted stock will be unlocked in two periods +after 12 months from the date of completion of t he registration of the grant, and the maximum +percentage of unlocking for each period will be 50% according to the Group’s performance +appraisal and individual performance appraisal, etc.. +(ii) Type II restricted shares +Type II restricted shares refe r to the ordinary shares that participants could be subscribed +upon the satisfaction of both the Group’s perform ance conditions and individual performance +conditions under the Restricted A-share Sch eme. Upon the satisfaction of the Group’s and +individuals’ performance conditions under the Restri cted A-share Scheme, the participants of Type +II restricted shares have the right to subscribe ordinary shares. +Type II restricted shares shall be vested ove r a two-year or a three-year period, with shares +vesting on each anniversary date after the vesti ng commencement date upon the satisfaction of the +Group’s performance conditions and individual p erformance conditions under the Restricted +A-share Scheme. The shares before the participan ts’ subscription do not give the participants the +right to obtain dividends or the right to vote at the shareholders’ meeting. +Pursuant to the proposals such as ‘‘Proposal on the 2023 Restricted Stock Incentive Plan +(Draft) and its Summary of the Company’’ (the ‘‘ Incentive Plan 2023 ’’) approved at the 2023 third +extraordinary general meeting of the Company on 11 November 2023, the Company completed the +registration of the initial grant of 2,650,000 ty pe II restricted stock with lock-up period to 49 +incentive participants in December 2023 at a grant price of RMB7.16 per share. Pursuant to the +Incentive Plan 2023, the restricted shares granted to participants will be unlocked in two periods +after 12 months from the date of completion of t he registration of the grant, and the maximum +percentage of unlocking for each period will be 50% according to the Group’s performance +appraisal and individual performance appraisal, etc.. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 8 0– + + +--- page 377 --- +Pursuant to the proposals such as ‘‘Proposal on the 2024 Restricted Stock Incentive Plan +(Draft) and its Summary of the Company’’ (the ‘‘ Incentive Plan 2024 ’’) approved at the 2024 first +extraordinary general meeting of the Company o n 27 September 2024, the Company completed the +registration of the initial grant of 12,630,000 ty pe II restricted stock with lock-up period to 50 +incentive participants in October 2024 at a grant price of RMB3.75 per share and 370,000 type II +restricted stock with lock-up period to 5 incenti ve participants in August 2025 at a grant price of +RMB3.70 per share. Pursuant to the Incentive Plan 2024, the restricted shares granted to 5 incentive +participants in September 2024 will be unlocked i n three periods after 12 months from the date of +completion of the registration of the grant, an d the maximum percentage of unlocking for each +period will be 50%, 30% and 20%, respectively, a ccording to the Group’s performance appraisal +and individual performance appraisal, etc.. The rest ricted stock granted to 5 i ncentive participants +in August 2025 will be unlocked in two periods after 12 months from the date of completion of the +registration of the grant, and the maximum per centage of unlocking for each period will be 50% +according to the Group’s performance appraisal a nd individual performance appraisal, etc.. +Set out below are details of the movements of the outstanding number of Type II restricted +shares throughout the Track Record Period: +Year ended 31 December +2023 2024 2025 +’000 ’000 ’000 +As at beginning of the year — 2,650 15,280 +Granted 2,650 12,630 370 +Exercised — — (6,232) +Forfeited — — (1,570) +As at end of the year 2,650 15,280 7,848 +Exercisable at end of the year — 6,315 3,974 +The fair value of the equity-set tled equity incentive granted on the grant date is estimated +using the Black-Scholes option pricing model, in combination with the terms and conditions of the +equity incentive granted. The following table lists the inputs to the model used: +Incentive Plan +2023 +Incentive Plan +2024 +Share price RMB15.45 RMB10.75 +Exercise price (Note) RMB7.16 RMB3.75 +Expected volatility 13.85%–18.56% 22.30%–28.19% +Expected life 2 years 3 years +Risk-free rate 2.38%–2.44% 1.50%–2.75% +Expected dividend yield 0.50% — +Note: The exercise price of Type II restricted shares may be adjusted in case of any +allotments of shares, payments of share dividends or other similar changes in the +Company’s share capital. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 8 1– + + +--- page 378 --- +33. RESERVE +The Group +During the Track Record Period, the amounts of the Group’s reserves and the changes therein are +presented in the consolidated statements of changes in equity. +The Company +Capital +reserve +Statutory +reserve +Other +comprehensive +income reserve +Retained +earnings Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +As at 1 January 2023 5,666,315 97,712 — 384,245 6,148,272 +Total comprehensive income for +the year — — — 117,818 117,818 +Appropriation of statutory r eserve — 11,782 — (11,782) — +Dividends declared (Note 12) — — — (127,931) (127,931) +Share-based compensation +expenses 4,712 — — — 4,712 +Issue, repurchase and release of +shares under restricted shares +incentive schemes 9,389 — — — 9,389 +Private placement 760,938 — — — 760,938 +As at 31 December 2023 and +1 January 2024 6,441,354 109,494 — 362,350 6,913,198 +Total comprehensive income for +the year — — — 280,994 280,994 +Appropriation of statutory r eserve — 28,099 — (28,099) — +Dividends declared (Note 12) — — — (295,382) (295,382) +Share-based compensation +expenses 11,982 — — — 11,982 +Issue and repurchase of shares +under restricted shares incentive +schemes (23,510) — — — (23,510) +As at 31 December 2024 and +1 January 2025 6,429,826 137,593 — 319,863 6,887,282 +Total comprehensive income/ +(loss) for the year — — 12,047 (22,217) (10,170) +Dividends declared (Note 12) — — — (66,595) (66,595) +APPENDIX I ACCOUNTANTS’ REPORT +–I - 8 2– + + +--- page 379 --- +Capital +reserve +Statutory +reserve +Other +comprehensive +income reserve +Retained +earnings Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Share-based compensation +expenses 39,906 — — — 39,906 +Repurchase and cancelled of +shares under restricted shares +incentive schemes (10,924) — — — (10,924) +Issue of shares under restricted +shares +incentive schemes (Note 32) 16,361 — — — 16,361 +As at 31 December 2025 6,475,169 137,593 12,047 231,051 6,855,860 +34. PARTLY-OWNED SUBSIDIARIES WITH MA TERIAL NON-CONTROLLING INTERESTS +Details of the Group’s subsidiary that have materi al non-controlling interests are set out below: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Percentage of equity interest held by non-controlling +interests: +Hefei senior new energy materials Co., Ltd. 40% 40% 40% +Accumulated balances of non-controlling interests: +Hefei senior new energy materials Co., Ltd. 164,942 171,839 209,313 +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Profit for the year allocated to non-controlling interests: +Hefei senior new energy materials Co., Ltd. 17,383 6,897 37,474 +The following tables illust rate the summarised financial informat ion of the above subsidiary. The amounts +disclosed are before any intra-group eliminations: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Current assets 472,766 599,505 719,471 +Non-current assets 723,291 605,277 556,230 +Current liabilities 315,635 374,072 483,552 +Non-current liabilities 246,752 177,652 144,049 +Net assets 633,670 653,058 648,100 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 8 3– + + +--- page 380 --- +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Revenue 282,028 354,672 437,540 +Total costs and expenses (236,425) (335,284) (342,499) +Profit for the year 45,603 19,388 95,041 +Total comprehensive income for the year 45,603 19,388 95,041 +Net cash flows generated from operating activities 121,781 40,712 138,991 +Net cash flows used in investing act ivities (132,120) (3,065) (14,826) +Net cash flows generated from/(used in) financing activities 10,434 (99,739) (106,057) +Net increase/(decrease) in cash and cash equivalents 95 (62,092) 18,108 +35. PLEDGED ASSETS +The Group +At the end of each year for the Track Record Period, the Group’s certain assets have been pledged to +secure notes payables, borrowings a nd banking facilities granted to t he Group. The carrying amounts of +the pledged assets of the Group at the end of each year for the Track Record Period are as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Property, plant and equipment (Note 14) 2,368,770 1,923,049 4,816,201 +Restricted bank deposits and time deposits 2,128,940 1,078,693 856,764 +Prepaid land lease payments 285,267 465,122 453,896 +Trade and notes receivables — — 285,722 +4,782,977 3,466,864 6,412,583 +Note: As at 31 December 2023, 2024 and 2025, certain investments in subsidiaries with carrying +amount of approximately nil, R MB576,966,000 and RMB829,855,000, r espectively, were +pledged for bank borrowings of the Group. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 8 4– + + +--- page 381 --- +36. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS +(a) Reconciliation of liabilities arising from financing activities +Reconciliation of liabilities ari sing from financing activities during the Track Record Period are as +follows: +Bank +borrowings +Other +borrowings +Lease +liabilities +Dividends +payable +RMB’000 RMB’000 RMB’000 RMB’000 +Note 30 Note 30 Note 15(b) +As at 1 January 2023 2,651,934 798,107 41,771 — +Cash flows 1,437,840 1,114,115 (2,402) (127,931) +Interest paid (112,158) (39,281) (2,840) — +Interest expense 126,825 33,201 2,840 — +Dividends declared (Note 12) — — — 127,931 +Exchange realignment — — 1,627 — +As at 31 December 2023 and +1 January 2024 4,104,441 1,906,142 40,996 — +Cash flows 3,183,533 1,174,760 (7,494) (295,382) +Interest paid (217,599) (22,874) (5,019) — +Interest expense 223,172 34,017 5,019 — +Dividends declared (Note 12) — — — 295,382 +New leases — — 288,083 — +Exchange realignment (1,539) — (3,080) — +As at 31 December 2024 and +1 January 2025 7,292,008 3,092,045 318,505 — +Cash flows 1,086,554 534,116 (69,464) (66,595) +Interest paid (196,210) (53,335) (15,236) — +Interest expense 248,061 53,335 15,236 — +Dividends declared (Note 12) — — — 66,595 +New leases — — 57,998 — +Exchange realignment 53,159 — (1,169) — +As at 31 December 2025 8,483,572 3,626,161 305,870 — +(b) Major non-cash investing and financing activities +Major non-cash investing and financing activit ies disclosed in other notes are as follows: +. additions to right-of-use assets in respect of leased buildings — Note 15. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 8 5– + + +--- page 382 --- +37. PARTICULARS OF PRINCIPAL SUBSIDIARIES OF THE COMPANY +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Unlisted investments, at co st 4,502,627 4,783,627 8,433,200 +At the end of each year for the Track Record Period and the date of this report, the Company’s +principal subsidiaries are as follows: +Name of entity +Place of +incorporation/ +operation +Registered share +capital +Effective interest held by the Company +As at 31 December +As at the +date of +this report Principal activities +2023 2024 2025 +Directly held: +Hefei Senior New Energy Materials +Co., Ltd. ( 合肥星源新能源材料有限 +公司) (Note (b)) +The PRC RMB650,000,000 60% 60% 60% 60% Manufacturing +industry +Changzhou Senior New Energy +Materials Co., Ltd. ( 常州星源新能 +源材料有限公司) (Note (b)) +The PRC RMB300,000,000 100% 100% 100% 100% Manufacturing +industry +Jiangsu Senior New Material +Technology Co., Ltd. ( 江蘇星源新材 +料科技有限公司) (Note (b)) +The PRC RMB300,000,000 100% 100% 100% 100% Manufacturing +industry +Senior Material (Nantong) New +Materials Technology Co., Ltd. +(星源材質（南通）新材料科技有限 +公司) (Note (b)) +The PRC RMB1,000,000,000 100% 100% 100% 100% Manufacturing +industry +Senior Material (Foshan) New +Materials Technology Co., Ltd. +(星源材質（佛 +山）新材料科技有限 +公司) (Note (c)) +The PRC RMB1,000,000,000 100% 100% 100% 100% Manufacturing +industry +Senior International Holding +(Singapore) Pte. Ltd. (Note (d)) +Singapore SGD2,500,000 100% 100% 100% 100% Research and +Development, +trading, +investment +Senior Material Properties AB +(Note (e)(g)) +Sweden SEK25,000 100% N/A N/A N/A Manufacturing +industry +Senior Material (Europe) AB +(Note (e)(g)) +Sweden SEK20,000,000 100% N/A N/A N/A Manufacturing +industry +Innovay New Material Technology +(Malaysia) Co., Ltd. (Note (f)) +Malaysia MYR2,500,000 100% 100% 100% 100% Manufacturing +industry +Indirectly held: +Senior Material (Europe) AB +(Note (e)(g)) +Sweden SEK20,000,000 N/A 100% 100% 100% Manufacturing +industry +Senior Material Properties AB +(Note (e)(g)) +Sweden SEK25,000 N/A 100% 100% 100% Manufacturing +industry +Green New Energy Materials, Inc. United States USD10,000 N/A 100% 100% 100% Manufacturing +industry +APPENDIX I ACCOUNTANTS’ REPORT +–I - 8 6– + + +--- page 383 --- +Notes: +(a) The English name of the subsidiaries with Ch inese names represents the best effort by the +management of the Group in translating their Chinese names as they do not have an official +English name. +(b) The financial statements of the entity for the years ended 31 December 2023 and 2024 were +audited by Huaxing Certified P ublic Accountants (Special General Partnership), Certified +Public Accountants, the PRC. The financial s tatements of the entity for the year ended 31 +December 2025 were audited by RSM China CPA LLP. +(c) The financial statements of the entity for the years ended 31 December 2023 and 2024 were +audited by Huaxing Certified P ublic Accountants (Special General Partnership), Certified +Public Accountants, the PRC. The financial s tatements of the entity for the year ended 31 +December 2025 were audited by RSM China CPA LLP. +(d) The financial statements of the entity for the years ended 31 December 2023 and 2024 were +audited by SC TEO & CO, Public Accountants & C hartered Accountants. At the date of this +report, the audited financial statements of th is subsidiary for the year ended 31 December +2025 are not yet issued. +(e) The financial statements of the entity for the years ended 31 December 2023 and 2024 were +audited by KPMG AB. At the date of this repor t, the audited financial statements of this +subsidiary for the year ended 31 December 2025 are not yet issued. +(f) No audited financial statements of this subsidiary for the year ended 31 December 2023 as it’s +newly incorporated and not required to issue audi ted financial statements under the statutory +requirements. The financial statements of the entity for the years ended 31 December 2024 +were audited by RSM Malaysia PLT. At the d ate of this report, the audited financial +statements of these subsidiaries for the year ended 31 December 2025 are not yet issued. +(g) The ownership structure underwent a transfor mation whereby the equity interests of Senior +Material Properties AB and Senior Material (Europe) AB were transferred to a subsidiary +entity under the Company’s corporate structure . This transaction resulted in the conversion of +the ownership from a direct holding arrangemen t to an indirect ownership model through the +subsidiary. +The above table lists the subsidiaries of the Company which, in the opinion of the directors of the +Company, principally affected the results during the Track Record Period or formed a substantial portion +of the net assets of the Group. To give details of other subsidiaries would, in the opinion of the directors +of the Company, result in particulars of excessive length. +All the subsidiaries of the Company are limited liability companies . All subsidiaries have adopted 31 +December as their financial year end date. +None of the subsidiaries had issued any debt securities during the Track Record Period. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 8 7– + + +--- page 384 --- +38. COMMITMENTS +At the end of each year for the Track Record Period, the Group’s capital commitments contracted but not +provided for in the Historical Fina ncial Information were as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Contracted, but not provided for, net of deposits paid +and prepayments +— Property, plant and equipment 3,516,998 4,780,580 2,169,527 +39. RELATED PARTY TRANSACTIONS +The Group entered into the following related pa rty transactions during the Track Record Period. +(a) Relationships with related parties +Name of related party Relationship with the Group +Shenzhen Qianhai Runmu Investment Partnership +Enterprise (Limited Partnership)* ( 深圳市前海潤 +木投資合夥企業（有限合夥）) (Note (i)) +An associate of the Group +Shenzhen Qianhai Runmu Management Co., Ltd. +(深圳市前海潤木管理有限公司) +A company controlled by the former +company secretary Shen Xiwen ( 沈熙文) +Shenzhen Cotran New Material Co., Ltd. (Former +name: Shenzhen Kexin Hydrogen Materials Co., +Ltd.)* 深圳市科新創界新材料有限公司(曾用名:深 +圳市科新氫材有限公司) +A company in which the ultimate controller +holds a 30% (25.61% as at 31 December +2025) equity interest +Shenzhen Youte Qingxin Filter Material Technology +Co., Ltd*. ( 深圳優特 +清新濾材科技有限公司) +A company controlled by the son of the +ultimate controller +Shenzhen Xinyuanbang Technology Co., Ltd.* +(深圳新源邦科技有限公司) +An associate of the Group from October +2022 +N-Tech Environment Protection Science and +Technology (Changzhou) Co., Ltd.* +(恩泰環保科技（常州）有限公司) (Note (ii)) +An associate of the Group before December +2023 and a company controlled by the +brother of the ultimate controller +Shenzhen Xinglanxin New Material Technology Co., +Ltd. ( 深圳市星藍鑫新材料科技有限公司) +An associate of the Group +* For Identification only +APPENDIX I ACCOUNTANTS’ REPORT +–I - 8 8– + + +--- page 385 --- +Notes: +(i) In November 2023, the Company partnered with Shenzhen Qianhai Runmu Management Co., +Ltd. to form Shenzhen Qianhai Runmu Investmen t Partnership (Limited Partnership), +subscribing RMB40 million (40% interest) as a li mited partner. The capital was fully paid in +January 2024 and was repaid in March 2025. +(ii) In December 2023, the N-Tech introduced a new investor and the Company’s percentage of +ownership decrease to 10.11% and lost the seat on the board of directors of the N-Tech. the +Company no longer has a significant influence on N-Tech and accounted for the investment as +FVTPL based on the investment strategy. +(b) Transactions with related parties +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Sales transactions: +— Shenzhen Youte Qingxin Filter Material +Technology Co., Ltd. — 6 431 +— Shenzhen Xinglanxin New Material Technology +Co., Ltd. — — 1,158 +— 6 1,589 +Rental transactions: +— Shenzhen Cotran New Material Co., Ltd. — — 666 +— Shenzhen Xinglanxin New Material Technology +Co., Ltd. — — 1,675 +— — 2,341 +Procurement transactions: +— Shenzhen Xinyuanbang Technology Co., Ltd. 398 1,042 6,028 +— N-Tech Environment Protection Science and +Technology (Changzhou) Co., Ltd. — 195 140 +— Shenzhen Cotran New Material Co., Ltd. — 189 — +398 1,426 6,168 +Acquisition of equity instrument from related party +In December 2024, the Group acquired 4.5373% of the equity of Guangdong Tanyu New +Materials Co., Ltd. held by Shenzhen Qianhai Runmu I nvestment Partnership (Limited Partnership) +through a share transfer payment of RMB13,816, 000. In March 2025, the equity registration change +was completed. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 8 9– + + +--- page 386 --- +(c) Balances with related parties +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Amounts due from related parties +(trade in nature): +— Shenzhen Youte Qingxin Filter Material +Technology Co., Ltd. — 6 207 +— Shenzhen Cotran New Material Co., Ltd. — — 722 +— Shenzhen Xinglanxin New Material Technology +Co., Ltd. — — 2,717 +— 6 3,646 +Amounts due to related parties +(trade in nature): +— Shenzhen Xinyuanbang Technology Co., Ltd. 119 518 905 +— N-Tech Environment Protection Science and +Technology (Changzhou) Co., Ltd. — 117 89 +119 635 994 +Note: The amounts are unsecured, interest-free and recoverable or repayable on demand. +The Company +(i) Amounts due from subsidiaries and related parties +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Amounts due from subsidiaries 1,160,218 4,241,544 3,110,104 +Amounts due from related parties — 6 3,646 +1,160,218 4,241,550 3,113,750 +(ii) Amounts due to subsidiaries and related parties +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Amounts due to subsidiaries 2,474,151 4,404,017 4,239,246 +Amounts due to related parties 119 421 406 +2,474,270 4,404,438 4,239,652 +The balance of amounts due from/to related parties a re in trade nature, unsecured, interest-free and +recoverable or repayable on demand. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 9 0– + + +--- page 387 --- +(d) Key management compensation +Key management includes directors (executive and non-executive) and the senior management of the +Group. The compensation paid or payable to key management for employee services is shown below: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Fees 240 234 240 +Salaries, allowances, d iscretionary bonuses and +benefits in kind 7,787 12,035 6,550 +Retirement scheme contributions 180 293 199 +Share-based compensation expenses 184 2,719 1,884 +Total compensation paid to key management +personnel 8,391 15,281 8,873 +40. FINANCIAL INSTR UMENTS BY CATEGORY +The carrying amounts of each financial instrument as at the end of each year for the reporting period are +as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Financial assets +Financial assets at amortised cost +— Trade and notes receivables 1,773,249 2,376,056 2,480,060 +— Other receivables 8,256 17,862 31,599 +— Bank balances, deposits and cash 3,873,349 3,729,447 2,044,435 +— Amounts due from related parties — 6 3,646 +Financial assets at FVTPL +— Bank WMPs and structured deposits 618,835 260,564 — +— Fund products 251,803 38,803 30,001 +— Unlisted equity instruments 64,212 76,982 94,598 +Financial assets at FVTOCI +— Notes receivables measured at FVTOCI 79,585 292,318 369,753 +— Unlisted equity investments — — 30,863 +6,669,289 6,792,038 5,084,955 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 9 1– + + +--- page 388 --- +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Financial liabilities +Financial liabilities measured at amortised cost +— Trade and notes payables 478,454 532,281 669,699 +— Other payables and accruals 838,167 1,327,396 915,015 +— Amounts due to related parties 119 635 994 +— Borrowings 6,010,583 10,384,054 12,109,733 +— Lease liabilities 40,996 318,504 305,870 +Financial liabilities at FVTPL +— Foreign exchange forward contracts and options — — 12,620 +7,368,319 12,562,870 14,013,931 +41. FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS +Financial assets and liabilities measured at fair value in the consolidated statements of financial position +are grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability +and significance of inputs to the measurements, as follows: +Level 1 : quoted prices (unadjusted) in active ma rkets for identical assets and liabilities. +Level 2 : inputs other than quoted prices included wit hin Level 1 that are observable for the asset or +liability, either dir ectly or indirectly, and not using s ignificant unobservable inputs. +Level 3 : significant unobservable inputs for the asset or liability. +The level in the fair value hierarchy within which the fin ancial asset or liability is categorised in its entirety +is based on the lowest level of input that is significant to the fair value measurement. +The table below analyses the Group’s financial inst ruments carried at fair value as at 31 December 2023, +2024 and 2025 by level of the inputs to valuation techniques used to measure fair value. Such inputs are +categorised into three levels within a fair value hierarchy as follows: +— Quoted prices (unadjusted) in active markets f or identical assets or liabilities (Level 1); +— Inputs other than quoted prices included within Level 1 that are observable for t he asset or liability, +either directly (that is, as prices) or indirect ly (that is, derived from prices) (Level 2); and +— Inputs for the asset or liability that are not based o n observable market data (that is, significant +unobservable inputs) (Level 3). +APPENDIX I ACCOUNTANTS’ REPORT +–I - 9 2– + + +--- page 389 --- +(a) Fair value hierarchy +As at 31 December 2023, 2024 and 2025, the financial assets measured at fair value on a recurring +basis by the above three levels were analysed below: +Level 1 Level 2 Level 3 Total +RMB’000 RMB’000 RMB’000 RMB’000 +As at 31 December 2023 +Financial assets at FVTPL +— Fund products 251,803 — — 251,803 +— Bank WMPs and structured deposits — — 618,835 618,835 +— Unlisted equity instruments — — 64,212 64,212 +Financial assets at FVTOCI +— Notes receivables measured at FVTOCI — — 79,585 79,585 +251,803 — 762,632 1,014,435 +As at 31 December 2024 +Financial assets at FVTPL +— Fund products 38,803 — — 38,803 +— Bank WMPs and structured deposits — — 260,564 260,564 +— Unlisted equity instruments — — 76,982 76,982 +Financial assets at FVTOCI +— Notes receivables measured at FVTOCI — — 292,318 292,318 +38,803 — 629,864 668,667 +As at 31 December 2025 +Financial assets at FVTPL +— Fund products — 30,001 — 30,001 +— Unlisted equity instruments — — 94,598 94,598 +Financial assets at FVTOCI +— Unlisted equity instruments — — 30,863 30,863 +— Notes receivables measured at FVTOCI — — 369,753 369,753 +— 30,001 495,214 525,215 +Financial liabilities at FVTPL +— Foreign exchange forward contract and +options — 12,620 — 12,620 +(b) Valuation techniques used to determine fair values +The fair value of financial instruments traded in an active market is determined at the quoted +market price; and the fair value of those not traded in an active market is determined by the Group using +valuation technique. The valuation models used mainly discounted cash flow approach and market +approach. The inputs of the valuation technique mainly include expected rate of return, recent transaction +price and discount rate. +Assets subject to Level 3 fair value measurement w ere mainly included wealth management products +and structured deposits, notes receivables measured at F VTOCI, equity investments in unlisted entities at +FVTPL and at FVTOCI. These assets and liabilities were measured ma inly using discounted cash flow +approach and market approach. The judgement of L evel 3 of the fair value hierarchy is based on the +materiality of unobservable inputs tow ards calculation of whole fair value. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 9 3– + + +--- page 390 --- +During the Track Record Period, there was no tr ansfer between Level 1 and Level 2 into or out of +Level 3. +The quantitative information of fair value measurements as at 31 December 2023, 2024 and 2025 for +Level 2 and 3 is as follows: +Fair value +hierarchy As at 31 December +Valuation technique +and key input(s) +Relationship of +significant unobservable +input(s) to fair value +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Financial assets at +FVTPL +Fund product Level 2 — — 30,001 Quoted prices in the +over-the-counter market +N/A +Bank WMPs and +structured deposits +Level 3 618,835 260,564 — Expected rate of return The higher the expected +rate of return, the +higher the fair value +Unlisted equity +investments +Level 3 6,300 16,300 19,028 Market approach, Recent +transaction price +The higher the recent +transaction price, the +higher the fair value +Unlisted equity +investments +Level 3 57,912 60,682 75,570 As at 31 December 2023 and +2024 : Discounted cash +flow approach and +market approach, +Discount rate +As at 31 December 2025 : +Market approach, +Discount for lack of +marketability (‘‘DLOM’’) +and Enterprise Value to +Sales (‘‘EV/S’’) +multiples202 +The higher the value of +comparable +companies, the higher +the fair value; the +higher the discount +rate, the lower the fair +value +The higher the value of +DLOM, the lower the +fair value; the higher +the EV/S multiples, +the higher the fair +value +Financial assets at +FVTOCI +Unlisted equity +investments +Level 3 — — 30,863 Market approach, Recent +transaction price +The higher the recent +transaction price, the +higher the fair value +Notes receivables +measured at FVTOCI +Level 3 79,585 292,318 369,753 Di scount rate The higher the discount +rate, the lower the fair +value +762,632 629,864 525,215 +Financial liabilities at +FVTPL +Foreign exchange +forward contracts and +options +Level 2 — — 12,620 Discounted cash flow. +Future cash flows are +estimated based on +forward exchange rates +(from observable forward +exchange rates at the end +of the reporting period) +and contract forward +rates, discounted at a rate +that reflects the credit +risk of various +counterparties +N/A +APPENDIX I ACCOUNTANTS’ REPORT +–I - 9 4– + + +--- page 391 --- +Below is a summary of quantitative sensitivity analys is disclosed for the financial assets subject to Level 3 +fair value measurement at the end of each of the reporting period: +Valuation technique +and key input(s) Range of inputs Sensitivity analysis +As at 31 December +2023 2024 2025 +Financial assets at FVTPL +Bank WMPs and +structured deposits +Expected rate of +return +2.02%– +3.57% +1.44%– +2.4% +N/A As at 31 December 2023, 2024 and +2025, if expected rate of return were +increased/decreased by 0.5%, the +fair value of Bank WMPs and +structured deposits at FVTPL would +have been approximately +RMB470,000, RMB209,000 and nil +higher/lower respectively. +Unlisted equity +investments +Market approach, +Recent transaction +price +N/A N/A N/A As at 31 December 2023, 2024, and +2025, if the recent transaction price +were increased/decreased by 5%, the +fair value of unlisted equity +investments at FVTPL would have +been approximately RMB315,000, +RMB815,000 and RMB951,000 +higher/lower respectively. +Unlisted equity +investments +Discounted cash flow +approach and +market approach, +Discount rate +12.50% 12.50% N/A As at 31 December 2023 and 2024, if +the discount rate had been higher/ +lower by 0.5%, the fair value of +unlisted equity investments at +FVTPL would have been +approximately RMB5,646,000 and +RMB5,646,000 lower/higher +respectively. +Market approach, +DLOM +N/A N/A 16.55% As at 31 December 2025, if the DLOM +had been higher/lower by 5%, the +fair value of unlisted equity +investments at FVTPL would have +been approximately RMB5,318,000 +lower/higher re spectively. +Market approach, +EV/S multiples +N/A N/A 4.46 As at 31 December 2025, if the EV/S +multiples was increased/decreased by +5%, the fair value of unlisted equity +investments at FVTPL would have +been approximately RMB4,438,000 +higher/lower respectively. +Financial assets at +FVTOCI +Notes receivables +measured at FVTOCI +Discount rate 0.75%– +2.37% +1.03%– +2.3% +0.5%– +1.99% +As at 31 December 2023, 2024, and +2025, if the discount rate had been +higher/lower by 0.5%, the fair value +of notes receivables at FVTOCI +would have been approximately +RMB383,000, RMB1,423,000 and +RMB1,795,000 lower/higher +respectively. +Unlisted equity +investments +Market approach, +Recent transaction +price +N/A N/A N/A As at 31 December 2025, if the recent +transaction price were increased/ +decreased by 5%, the fair value of +unlisted equity investments at +FVTOCI would have been +approximately RMB1,543,000 +higher/lower. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 9 5– + + +--- page 392 --- +(c) Reconciliation of Level 3 fair value measurements +The following tables present the changes in level 3 financial instruments during the Track Record +Period: +(i) Financial assets at FVTPL +Bank WMPs +and structured +deposits +Unlisted equity +investments +RMB’000 RMB’000 +As at 1 January 2023 1,505,870 300 +Additions 4,387,000 63,912 +Disposals (5,312,755) — +Fair value gains 38,720 — +As at 31 December 2023 and 1 January 2024 618,835 64,212 +Additions 4,914,000 10,000 +Disposals (5,292,446) — +Fair value gains 20,175 2,770 +As at 31 December 2024 and 1 January 2025 260,564 76,982 +Additions 750,000 — +Disposals (1,011,863) — +Fair value gains 1,299 17,616 +As at 31 December 2025 — 94,598 +(ii) Financial assets at FVTOCI +Notes +receivables +measured at +FVTOCI +Unlisted equity +investment +RMB’000 RMB’000 +As at 1 January 2023 87,503 — +Additions 392,098 — +Disposals (400,016) — +As at 31 December 2023 and 1 January 2024 79,585 — +Additions 657,528 — +Disposals (444,795) — +As at 31 December 2024 and 1 January 2025 292,318 — +Additions 2,069,441 18,816 +Disposals (1,992,006) — +Fair value gains — 12,047 +As at 31 December 2025 369,753 30,863 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 9 6– + + +--- page 393 --- +42. FINANCIAL RISK MANAGEMEN T OBJECTIVES AND POLICIES +The financial instruments of the Group mainly co mprise cash and cash equivalents, time deposits, +restricted bank deposits, trade and notes receivable s and other receivables, the main purpose of which is to +support for the operations of the Group. The Group has var ious other financial assets and liabilities such as +trade and notes receivables and trade and notes payables, which arise directly from its operations. +The risks of the Group’s financial instruments are mai nly arising from foreign currency risk, price risk, +interest rate risk, credit risk and liquidity risk. The directors of the Company review and agree policies for +managing each of these risks and they are summarised below. +Foreign currency risk +Foreign currency risk refers to the risk that th e fair value or future cash flows of a financial +instrument will fluctuate because of c hanges in foreign exchange rates. +As at 31 December 2023, 2024 and 2025, the Group’s m ajor monetary assets and liabilities exposed +to foreign currency risk are listed below: +USD EUR +RMB’000 RMB’000 +As at 31 December 2023 +Assets 1,217,265 31,977 +Liabilities (120,975) (12,206) +Net exposure 1,096,290 19,771 +As at 31 December 2024 +Assets 1,156,905 390,164 +Liabilities (20,711) (1,055,080) +Net exposure 1,136,194 (664,916) +As at 31 December 2025 +Assets 664,426 83,705 +Liabilities (48,378) (1,039,196) +Net exposure 616,048 (955,491) +Sensitivity analysis +The following table details the Group’s sensiti vity to a 5% increase and decrease in RMB against +USD 5% is the sensitivity rate used when reporting fo reign currency risk internally to key management +personnel and represents management’s assessment of the reasonably possible change in foreign exchange +rates. The sensitivity analysis includes only outst anding USD denominate monetary items and adjusts +their translation at the end of each year for the Track Record Period for a 5% change in foreign currency +APPENDIX I ACCOUNTANTS’ REPORT +–I - 9 7– + + +--- page 394 --- +rates. A negative number below indicates a decrease in profit before income tax where RMB strengthen +5% against USD. For a 5% weakening of RMB agai nst USD, there would be an equal and opposite +impact on the profit before income tax and the amounts below would be positive. +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +USD (54,815) (56,810) (30,802) +Other change in foreign exchange rates have no s ignificant impact on foreign currency risk. +Price risk +To manage its price risk arising from investments, t he Group diversifies its por tfolio. Diversification +of the portfolio is done in accordance with the limits set by the Group. Each investment is managed by +senior management on a case-by-case basis. The Group is exposed to price risk mainly arising from +investments in fund products and unlisted equit y instruments, See Note 41 (b) for details. +The Group is not exposed to commodity price risk. +Interest rate risk +The Group’s interest rate risk prima rily arises from long-term interest-bearing borrowings, and lease +liabilities. Long-term borrowings issued at variabl e rates expose the Group to cash flow interest rate risk. +Long-term borrowings issued at fixed rates, and lea se liabilities bearing fixed rates expose the Group to +fair value interest rate risk. +The Group has been monitoring the level of interest rates. The increase in the interest rates will +increase the interest costs of borrowings at variable r ates, which will further impact the performance of the +Group. +The following tables list out the interest rate pr ofiles of the Group’s variables interest-bearing +financial instruments as at 31 December 2023, 2024 and 2025 : +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Floating rate instruments +— Borrowings 3,771,690 6,473,209 7,941,307 +If interest rates of floating rate instruments ha d been 50 basis points higher/lower with all other +variables held constant, the profit before in come tax would be lower/higher approximately +RMB18,858,000, RMB32,366,000 and RMB39,707,000, for the years ended 31 December 2023, 2024 +and 2025, respectively. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 9 8– + + +--- page 395 --- +Credit risk +Credit risk refers to the risk that the counterpart y to a financial instrument would fail to discharge +its obligation under the terms of the financial ins trument and cause a financial loss to the Group. The +Group’s exposure to credit risk mainly arises from gra nting credit to customers in the ordinary course of +its operations and from its investing activities. +The Group’s maximum exposure to credit risk is represented by the carrying amount of each +financial asset measured at amortised cost and trade and notes receivables measured at FVTOCI as +disclosed in Note 40 to the Historical Financial I nformation. The Group does not hold any collateral or +other credit enhancements to cover its credit risks associated with its financial assets. +As at 31 December 2023, 2024 and 2025, The Group have no credit risk other than financial assets +whose carrying amounts best represent the maximum exposure to credit risk. +(a) Cash and cash equivalents, time deposits and restricted bank deposits +To manage risk arising from cash and cash equivalen ts and restricted cash, the Group only transacts +with state-owned or reputable financial institutions . There has been no recent history of default in relation +to these financial institutions. T hese instruments are considered to have low credit risk because they have +a low risk of default and the counterparties have a str ong capacity to meet their contractual cash flow +obligations in the near term. Cash and cash equivalen ts, time deposits and restricted bank deposits are +also subject to the impairment requirements of IFRS 9 , while the identified credit loss was immaterial. +(b) Trade receivables, notes receivables , and notes receivables measured at FVTOCI +The Group applies the IFRS 9 simplified approach to measure expected credit losses which uses a +lifetime expected loss allowance for all trade and not es receivables. To measure the expected credit losses, +trade and notes receivables have been grouped based on shared credit risk characteristics and ageing. +The expected loss rates are based on the credit rating of counter parties and the payment profiles of +sales and probability of default of counter parties o n an ongoing basis throughout each year for the Track +Record Period. The historical loss r ates are adjusted to reflect curren t and forward-looking information +on macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has +identified the Gross Domestic Product (‘‘ GDP’’) to be the most relevant factor, and accordingly adjusts +the historical loss rates based on expected changes in these factors. +Individually impaired trade and notes receivable s are related to customers who are experiencing +unexpected economic difficulties. T he Group expects that the amounts of the receivables will partially or +entirely have difficulty to be recovered and has recognised impairment losses. +The Group’s trade receivables as described in Not e 22 mainly represented receivables received from +the sales of products to customers. +Trade receivables +Except for receivables assessed for credit ri sk on an individual basis, the Group groups its +receivables into different portfolios based on common credit risk characteristics as below: +Group 1 : trade receivables from overseas customers +Group 2 : trade receivables from domestic customer +APPENDIX I ACCOUNTANTS’ REPORT +–I - 9 9– + + +--- page 396 --- +As of 31 December 2023, 2024 and 2025, the allowance for impairment for the trade +receivables were determined as follows. +Gross carrying +amount +Allowance for +impairment +Expected loss +rate +RMB’000 RMB’000 % +As at 31 December 2023 +Assessed based on group 1 164,933 2,946 1.79% +Assessed based on group 2 1,465,107 33,346 2.28% +Assessed individually 6,239 6,239 100.00% +1,636,279 42,531 2.60% +As at 31 December 2024 +Assessed based on group 1 67,706 1,718 2.54% +Assessed based on group 2 1,994,713 41,632 2.09% +Assessed individually 57,952 57,952 100.00% +2,120,371 101,302 4.78% +As at 31 December 2025 +Assessed based on group 1 171,110 2,547 1.49% +Assessed based on group 2 1,750,810 29,782 1.70% +Assessed individually 10,129 10,129 100% +1,932,049 42,458 2.20% +Notes receivables +Except for notes receivables assessed for cred it risk on an individual basis, the Group groups +its notes receivables into different portfolios bas ed on common credit risk characteristics as below: +Group 1 : management assesses banker’s acceptan ces (BACs) as generally exhibiting low credit +risk. Consequently, an allowance for expected cred it losses is typically not recognised for these +instruments. +Group 2 : the classification of commercial notes not issued or guaranteed by bank are +determined by the credit risk profile of the issuers. +As of 31 December 2023, 2024 and 2025, the allowance for impairment for the notes +receivables were determined as follows. +Gross carrying +amount +Allowance for +impairment +Expected loss +rate +RMB’000 RMB’000 % +As at 31 December 2023 +Assessed based on group 1 133,616 — — +Assessed based on group 2 46,527 642 1.38% +180,143 642 0.36% +APPENDIX I ACCOUNTANTS’ REPORT +– I-100 – + + +--- page 397 --- +Gross carrying +amount +Allowance for +impairment +Expected loss +rate +RMB’000 RMB’000 % +As at 31 December 2024 +Assessed based on group 1 204,384 — — +Assessed based on group 2 154,770 2,167 1.40% +359,154 2,167 0.60% +As at 31 December 2025 +Assessed based on group 1 260,180 — — +Assessed based on group 2 333,423 3,134 0.94% +593,603 3,134 0.53% +Notes receivables measured at FVTOCI +All of notes receivables measured at FVTOCI w ere BACs and the management assesses BACs +as generally exhibiting low credit risk. Conseque ntly, an allowance for expected credit losses is +typically not recognised for these instruments. +Other receivables +Over the term of other receivables, the Group account s for its credit risk by appropriately providing +for expected credit losses on a timely basis. To assess wh ether there is a significant increase in credit risk in +other receivables, the Group compares the risk of a de fault occurring on the financial assets at the end of +each year for the Track Record Period with the risk o f default at the date of initial recognition. It +considers available, reasonable, su pportive forward-looking inform ation. Especially, the following +indicators are incorporated: +. external credit rating of the counterparty (as far as available). +. actual or expected significant adverse change s in business, financial or economic conditions +that are expected to cause a significant cha nge to the counterparty’s ability to meet its +obligations. +. actual or expected significant changes in th e operating results of the counterparty; and +. significant expected changes in the performa nce and behaviour of the counterparty, including +changes in the payment status of the counterparty. +APPENDIX I ACCOUNTANTS’ REPORT +– I-101 – + + +--- page 398 --- +Based on historical experiences and consideration o f forward-looking information, other receivables +from related parties were settled within 12 months after upon maturity hence the ECL is minimal. The +impairment on other receivables as stated in Note 23 to the Historical Financial Information were +accounted as amortised cost is measured as either 12-month ECL or lifetime ECL. On such basis, the +following table sets forth the impairment for other receivables as at 31 December 2023, 2024 and 2025 : +Stage 1 Stage 2 Stage 3 +12-month ECL Lifetime ECL Lifetime ECL Total +As at 31 December 2023 +Expected loss rate 5.34% — — 5.34% +Gross carrying amount +(RMB’000) 8,722 — — 8,722 +Allowance for impairment +(RMB’000) 466 — — 466 +As at 31 December 2024 +Expected loss rate 4.91% — — 4.91% +Gross carrying amount +(RMB’000) 18,784 — — 18,784 +Allowance for impairment +(RMB’000) 922 — — 922 +As at 31 December 2025 +Expected loss rate 5.02% — — 5.02% +Gross carrying amount +(RMB’000) 33,270 — — 33,270 +Allowance for impairment +(RMB’000) 1,671 — — 1,671 +Liquidity risk +The Group aims to maintain sufficient cash and c ash equivalents. Due to the dynamic nature of the +underlying businesses, the Group maintains flexibi lity in funding by maintaining adequate balances of +such. The table below analyses the Group’s financial liabilities by relevant maturity groupings based on +the remaining period since the end of each year for th e Track Record Period to th e contractual maturity +date. The amounts disclosed in the table are the c ontractual undiscounted cash flows or the carrying +amount of the financial liabilities to be delivered. +Within +1y e a r +1t o +3y e a r s +Over +3y e a r s T o t a l +RMB’000 RMB’000 RMB’000 RMB’000 +As at 31 December 2023 +Trade and notes payables 478,454 — — 478,454 +Other payables and accruals 815,567 22,600 — 838,167 +Amount due to related parties 119 — — 119 +Borrowings 2,720,019 1,544,939 2,101,470 6,366,428 +Lease liabilities 5,576 11,152 32,429 49,157 +4,019,735 1,578,691 2,133,899 7,732,325 +APPENDIX I ACCOUNTANTS’ REPORT +– I-102 – + + +--- page 399 --- +Within +1y e a r +1t o +3y e a r s +Over +3y e a r s T o t a l +RMB’000 RMB’000 RMB’000 RMB’000 +As at 31 December 2024 +Trade and notes payables 532,281 — — 532,281 +Other payables and accruals 1,304,796 22,600 — 1,327,396 +Amount due to related parties 635 — — 635 +Borrowings 4,196,537 3,479,867 2,966,034 10,642,438 +Lease liabilities 32,649 73,827 298,699 405,175 +6,066,898 3,576,294 3,264,733 12,907,925 +As at 31 December 2025 +Trade and notes payables 669,699 — — 669,699 +Financial liability at FVTPL 12,620 — — 12,620 +Other payables and accruals 915,015 — — 915,015 +Amount due to related parties 994 — — 994 +Borrowings 5,918,670 4,502,006 2,280,047 12,700,723 +Lease liabilities 37,471 77,026 264,852 379,349 +7,554,469 4,579,032 2,544,899 14,678,400 +Capital management +The primary objectives of the Group’s capital man agement are to safeguard the Group’s ability to +continue as a going concern by pricing services co mmensurately with the level of risk so that it can +continue to provide returns and benefits t o the shareholders and other stakeholders. +The Group sets the amount of capital in proportion to risk. The Group manages its capital structure +and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of +the subject assets. In order to maintain or adjust the c apital structure, the Group may adjust the amounts +of dividends paid to the shareholders or return capi tal to the shareholders. The Group is not subject to +any external capital requirements. During the Tra ck Record Period, there are no changes in capital +management objectives, policies or procedures. +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Total assets 17,945,462 23,145,535 24,793,110 +Total liabilities 7,986, 685 13,174,413 14,652,358 +Liability-to-asset r atio 44.51% 56.92% 59.10% +APPENDIX I ACCOUNTANTS’ REPORT +– I-103 – + + +--- page 400 --- +43. CONTINGENT LIABILITY +Saved as disclosed in Note 7 to the Historical Financial Information, as of 31 December 2023, 2024 and +2025, the Group has no other outstanding litigation or cont ingent liability that in the opinion of the directors of +the Company would have material imp act to the Group’s financial position. +44. EVENT AFTER THE END OF THE REPORTING PERIOD +At the 23rd meeting of the Board of Directors hel d on 24 March 2026, the Company approved the +proposal on the registration and issuance of Science a nd Technology Innovation Bonds. The Company intends +to apply to the National Assoc iation of Financial Market I nstitutional Investors (NAFMII) for registration to +issue Science and Technology Innovation Bonds with an aggregate principal amount not exceeding RMB1.5 +billion. The Company will determine the timing and f requency of issuance (whether in a single tranche or +multiple tranches) within the registered amount and val idity period based on its actual funding requirements +and prevailing market conditions. The final registered a mount shall be as specified in the registration notice +issued by NAFMII. +Other than those disclosed above and Note 12, 31 and 3 2 in the Historical Financial Information, the +Group has no other significant event subsequent to 31 December 2025. +III. SUBSEQUENT FINANCIAL STATEMENTS +No audited financial statements of the Group, the Company or any of its subsidiaries +have been prepared in respect of any period subsequent to 31 December 2025. +APPENDIX I ACCOUNTANTS’ REPORT +– I-104 – + + +--- page 401 --- +The following is the text of a report set out on pages IA-1 to IA-2, received from the +Company’s reporting accountants, Rongcheng (Hong Kong) CPA Limited, Certified Public +Accountants, Hong Kong, for the purpose of incorporation in this prospectus. The information +set out on pages IA-3 to IA-32 is the unaudited condensed consolidated financial statements of +the Group for the three months ended 31 March 2026 and does not form part of the +Accountant’s Report from the reporting accountants, Rongcheng (Hong Kong) CPA Limited, +Certified Public Accountants, Hong Kong, as set out in Appendix I to this prospectus, and is +included herein for information purpose only. +REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION TO THE +DIRECTORS OF SHENZHEN SENIOR T ECHNOLOGY MATERIAL CO., LTD. +Introduction +We have reviewed the interim financial information of Shenzhen Senior Technology +Material Co., Ltd. (the ‘‘ Company ’’) and its subsidiaries (collectively referred to as the +‘‘Group ’’) set out on pages IA-3 to IA-32, which comprise the condensed consolidated +statement of financial position as of 31 March 2026 and the related condensed consolidated +statement of comprehensive income, condensed consolidated statement of changes in equity +and condensed consolidated statement of cas h flows for the three months ended 31 March +2026, and related explanatory notes (the ‘‘ Interim Financial Information ’’). The directors of +the Company are responsible for the preparation and presentation of these Interim +Financial Information in accordance with In ternational Accounting Standard 34 ‘‘Interim +Financial Reporting’’ (‘‘IAS 34 ’’) issued by the International Accounting Standards Board. +Our responsibility is to express a conclusion o n these Interim Financial Information based +on our review, and to report our conclusion solely to you, as a body, in accordance with our +agreed terms of engagement, and for no oth er purpose. We do not assume responsibility +towards or accept liability to any other p erson for the contents of this report. +Scope of Review +We conducted our review in accordance with International Standard on Review +Engagements 2410, ‘‘Review of Interim F inancial Information Performed by the +Independent Auditor of the Entity’’ (‘‘ ISRE 2410 ’’) issued by the International Auditing +and Assurance Standards Board (‘‘ IAASB ’’). A review consists of making inquiries, +primarily of persons responsible for financial and accounting matters, and applying +analytical and other review procedures. A review is substantially less in scope than an audit +conducted in accordance with International Standards on Auditing and consequently does +not enable us to obtain assurance that we would become aware of all significant matters +that might be identified in an audit. Accordingly, we do not express an audit opinion. +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 1– + + +--- page 402 --- +Conclusion +Based on our review, nothing has come to our attention that causes us to believe that +the Interim Financial Information is not prepa red, in all material respects, in accordance +with IAS 34. +Other Matter +The comparative condensed consolidated statement of comprehensive income, +condensed consolidated statement of changes in equity and condensed consolidated +statement of cash flows for the three months ended 31 March 2025 and related +explanatory notes disclosed in the Interim F inancial Information have not been reviewed +in accordance with ISRE 2410. +Rongcheng (Hong Kong) CPA Limited +Certified Public Accountants +LO, Chi Kin +Practising Certificate Number: P08415 +Hong Kong +12 June 2026 +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 2– + + +--- page 403 --- +CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME +Three months ended 31 March +2026 2025 +Notes RMB’000 RMB’000 +(unaudited) (unaudited) +Revenue 5 1,071,337 881,358 +Cost of sales 8 (801,783) (673,587) +Gross profit 269,554 207,771 +Other income 6 25,314 33,676 +Net impairment losses reversed on financial assets 3,911 728 +Other (losses) and gains, net 7 (25,835) 11,582 +Research and development expenses 8 (69,261) (56,098) +General and administrative expenses 8 (111,930) (84,329) +Selling expenses 8 (8,094) (7,343) +Share of results of associates and joint venture, net (545) 1,378 +Finance costs 9 (65,263) (54,303) +Profit before income tax 17,851 53,062 +Income tax credit/(expense) 10 2,791 (2,551) +Profit for the period 20,642 50,511 +Profit for the peri od attributable to: +Owners of the Company 11,029 46,827 +Non-controlling interests 9,613 3,684 +20,642 50,511 +Other comprehensive (loss)/income for the period, net of tax +Item that will be reclassified subsequently to profit or loss: +Translation of financial statements of foreign operations, +n e to ft a x (138,904) 138,158 +Total comprehensive (loss)/income for the period (118,262) 188,669 +Total comprehensive (loss)/income for the period attributable to: +Owners of the Company (127,875) 184,985 +Non-controlling interests 9,613 3,684 +(118,262) 188,669 +Earnings per share (‘‘EPS’’) for profit attributable to owners +of the Company 12 +Basic (in RMB per share) 0.01 0.03 +Diluted (in RMB per share) 0.01 0.03 +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 3– + + +--- page 404 --- +CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION +As at +31 March +2026 +As at +31 December +2025 +Notes RMB’000 RMB’000 +(unaudited) +ASSETS AND LIABILITIES +Non-current assets +Property, plant and equipment 13 16,911,155 16,932,017 +Right-of-use assets 13 868,026 886,508 +Intangible assets 13 22,540 20,936 +Investment properties 134,330 135,551 +Investments in associates and joint venture 22,026 22,571 +Financial assets at fair value through profit or loss 14 94,598 94,598 +Financial assets at fair value through other comprehensive income 15 36,863 30,863 +Time deposits 52,832 52,525 +Prepayments, other receivables and other assets 18 532,329 467,090 +Deferred income tax assets 68,834 66,742 +18,743,533 18,709,401 +Current assets +Inventories 16 927,265 762,381 +Trade and notes receivables 17 2,343,503 2,480,060 +Prepayments, other receivables and other assets 18 456,285 440,517 +Amounts due from related parties 26(c) 4,990 3,646 +Prepaid income tax 9,520 5,441 +Financial assets at fair value through profit or loss 14 81,680 30,001 +Financial assets at fair value through other comprehensive income 15 432,623 369,753 +Restricted bank deposits 19 521,158 571,202 +Time deposits 158,592 233,037 +Cash and cash equivalents 2,259,139 1,187,671 +7,194,755 6,083,709 +Current liabilities +Trade and notes payables 20 612,910 669,699 +Financial liabilities at fair value through profit or loss 3,210 12,620 +Contract liabil ities 13,275 18,139 +Other payables and accruals 21 959,375 1,015,518 +Amounts due to related parties 26(c) 5,187 994 +Borrowings 22 5,863,056 5,748,288 +Lease liabilities 27,250 24,102 +Income tax payable 26,712 29,773 +7,510,975 7,519,133 +Net current liabilities (316,220) (1,435,424) +Total assets less current liabilities 18,427,313 17,273,977 +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 4– + + +--- page 405 --- +As at +31 March +2026 +As at +31 December +2025 +Notes RMB’000 RMB’000 +(unaudited) +Non-current liabilities +Other payables and accruals 21 465,198 472,202 +Borrowings 22 7,650,319 6,361,445 +Lease liabilities 270,059 281,768 +Deferred income tax liabilities 15,756 17,810 +8,401,332 7,133,225 +Net assets 10,025,981 10,140,752 +EQUITY +Share capital and treasury shares 23 1,045,717 997,366 +Reserves 8,761,209 8,933,944 +Equity attributable to owners of the Company 9,806,926 9,931,310 +Non-controlling interests 219,055 209,442 +Total equity 10,025,981 10,140,752 +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 5– + + +--- page 406 --- +CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY +Attributable to owners of the Company +Share capital +Treasury shares +reserve Capital reserve +Other +comprehensive +income reserve +Statutory +reserve +Retained +earnings Sub-total +Non- +controlling +interests Total equity +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Note 23 Note 23 (Note (a)) (Note (b)) (Note (c)) +As at 1 January 2026 1,348,124 (350,758) 6,472,064 313,509 137,593 2,010,778 9,931,310 209,442 10,140,752 +P r o f i t f o r t h e p e r i o d ( u n a u d i t e d )————— 1 1 , 0 2 9 1 1 , 0 2 9 9 , 6 1 3 2 0 , 6 4 2 +Other comprehensive loss for +the period (unaudited) — — — (138,904) — — (138,904) — (138,904) +Total comprehensive (loss) +income for +the period (unaudited) — — — (138,904) — 11,029 (127,875) 9,613 (118,262) +Share-based compensation +expenses (Note 24) +(unaudited) — — 3,491 — — — 3,491 — 3,491 +Cancellation of treasury shares +(Note 23) (unaudited) (2,413) 50,764 (48,351) — — — — — — +As at 31 March 2026 (unaudited) 1,345,711 (299,994) 6,427,204 174,605 137,593 2,021,807 9,806,926 219,055 10,025,981 +As at 1 January 2025 1,342,957 (62,765) 6,426,721 (17,089) 137,593 1,971,721 9,799,138 171,984 9,971,122 +P r o f i t f o r t h e p e r i o d ( u n a u d i t e d )————— 4 6 , 8 2 7 4 6 , 8 2 7 3 , 6 8 4 5 0 , 5 1 1 +Other comprehensive income for +the period (unaudited) — — — 138,158 — — 138,158 — 138,158 +Total comprehensive income for +the period (unaudited) — — — 138,158 — 46,827 184,985 3,684 188,669 +Share-based compensation +expenses (Note 24) +(unaudited) — — 11,383 — — — 11,383 — 11,383 +Repurchase and cancellation of +shares under restricted +shares incentive schemes +(unaudited) (55) 639 (584) — — — — — — +Repurchase of shares +( u n a u d i t e d ) — ( 9 9 , 9 9 8 ) ———— ( 9 9 , 9 9 8 ) — ( 9 9 , 9 9 8 ) +As at 31 March 2025 (unaudited) 1,342,902 (162,124) 6,437,520 121,069 137,593 2,018,548 9,895,508 175,668 10,071,176 +Notes: +(a) Capital reserve mainly includes share premium a nd other reserve recognised under the share-based +payment. +(b) Other comprehensive income reserve is the reserve due to the translation of financial statements of foreign +operations and fair value changes of equity inves tments designated at fair value through other +comprehensive income. +(c) It represents the statutory reserve of the c ompany in the People’s Republic of China (the ‘‘ PRC’’). +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 6– + + +--- page 407 --- +CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS +Three months ended 31 March +2026 2025 +RMB’000 RMB’000 +(unaudited) (unaudited) +Operating activities +Profit before income tax 17,851 53,062 +Adjustments for: +Share of results of associates and joint venture, net 545 (1,378) +Depreciation of propert y, plant and equipment (Note 13) 246,856 190,665 +Depreciation of right-of-use assets 5,852 3,902 +Amortisation of intangible assets 876 563 +Depreciation of investment properties 1,221 — +Investment losses/(income) from fina ncial assets and liabilities at fair +value through profit or loss (Note 7) 9,597 (11,030) +Net fair value gains on financial asset s at fair value through profit or loss +(Note 7) (6,873) (1,107) +Net losses on disposal of property, plant and equipment (Note 7) 26 65 +Net impairment losses recognised/(reversed) on inventories (Note 8) (18,663) 15,147 +Finance costs (Note 9) 65,263 54,303 +Net impairment losses reversed on trade and notes receivables and other +receivables (3,911) (728) +Share-based payment expenses (Note 24) 3,491 11,383 +Amortisation of deferred government grants (Note 6) (12,704) (9,864) +Net foreign exchange losses (Note 7) 22,978 3,104 +Operating profit before working capital change 332,405 308,087 +Decrease in trade and notes receivables 77,447 203,699 +Increase in prepayments and other receivables (91,653) (158,684) +Increase in inventories (145,331) (93,421) +(Decrease)/increase in trade and notes payables (57,787) 5,415 +Decrease in other payables and accruals (33,613) (50,468) +Decrease in contract liabilities (4,864) (1,194) +Cash generated from operations 76,604 213,434 +Income tax paid (8,578) (13,631) +Net cash flows generated from operating activities 68,026 199,803 +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 7– + + +--- page 408 --- +Three months ended 31 March +2026 2025 +RMB’000 RMB’000 +(unaudited) (unaudited) +Investing activities +Payment and prepayment for purchase of prope rty, plant and equipment (345,718) (1,416,394) +Proceeds from disposal of property, plant and equipment — net 161 — +Purchase of intangible assets (2,482) (2,846) +Investment income received from wealth management products and +structured deposit 180 1,549 +Investments in associates and joint venture — (1,250) +Proceeds from liquidation of an associate — 42,398 +Receipt from maturity of time deposits 94,989 1,393,306 +Placement of time deposits (22,380) (1,245,865) +Proceeds from sale of financial assets at fa ir value through profit or loss 60,007 621,038 +Purchase of financial assets at fair value through profit or loss (77,517) (824,582) +Prepayment and payment for equity instruments investment (81,257) — +Placement of deposits for financial lia bilities at fair value through profit or +loss (1,757) — +Net cash flows used in investing activities (375,774) (1,432,646) +Financing activities +Repurchase of restricted shares — (639) +Proceeds from bank borrowings 2,724,410 1,430,281 +Repayment of bank borrowings (657,441) (464,000) +Interest paid (56,321) (67,207) +Proceeds from other borrowings 695,539 457,800 +Repayment of other borrowings (1,331,489) (593,584) +Principal portion of lease payments (3,365) (4,619) +Payment on repurchase of shares — (99,998) +Receipt from maturity of pledged bank deposits 143,948 351,816 +Placement of pledged bank deposits (138,748) (179,555) +Net cash flows generated from financing activities 1,376,533 830,295 +Net increase/(decrease) in cash and cash equivalents 1,068,785 (402,548) +Cash and cash equivalents at beg inning of period 1,187,671 2,650,754 +Effect of foreign exchange rate changes, net 2,683 (3,103) +Cash and cash equivalents at end of period 2,259,139 2,245,103 +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 8– + + +--- page 409 --- +NOTES TO THE INTERIM FINANCIAL INFORMATION +1. GENERAL INFORMATION +The Company was a limited liability company incorporated in the PRC on 17 September 2003 and +changed to a joint stock limited company on 3 Septemb er 2008. The Company’s A shares are listed on Shenzhen +Stock Exchange on 1 November 2016. The address of the Company’s registered office and its principal place of +business is Gongming office, Guangming District, She nzhen City, Guangdong Province, Tianyuan Road North, +the PRC. +During the three months ended 31 March 2026, the Company and its subsidiaries (the ‘‘ Group ’’) are +principally engaged in the research and development, pr oduction and sales of lithium-ion battery separators +applied in the field of new energy, new materials and new energy vehicles. +The Company has a diversified shareholder structure . Among them, as a natural person shareholder, Chen +Xiufeng holds 12.65% of the Company’s shares and i s the largest individual shareholder of the Company. +In this Interim Financial Information, certain Englis h name of the companies referred herein represent the +management’s best effort to translate the Chines e name of the companies as no English name has been +registered. +The Interim Financial Informati on is presented in Renminbi (‘‘ RMB’’) and all values are rounded to the +nearest thousand except when otherwise indicated. +2. BASIS OF PRESENTATION AND PREPARATION +The Interim Financial Information have been prep ared in accordance with International Accounting +Standard 34 Interim Financial Reporting issued by the International Accounting Standards Board (the +‘‘IASB ’’). +As at 31 March 2026, the Group had net current liabilities of approximately RMB316,220,000. Based on +the working capital forecast of the Group for the next tw elve months, taking into account the financial resources +available to the Group, including existing cash and cas h equivalents, unutilised bank credits (Note 22), the +directors of the Company are of the opinion that the Gr oup will have sufficient cash resources to satisfy its +future working capital in the next twelve months from the date of this report. Accordingly, the Directors +consider that it is appropriate that the Interim Financ ial Information is prepared on a going concern basis. +The Interim Financial Information has been prepar ed on the historical cost basis except for certain +financial assets and liabilitie s which are stated at fair value. +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 9– + + +--- page 410 --- +3. APPLICATION OF IFRS ACCOUNTING STANDARDS +In the current interim period, the Group has appl ied the following amendments to IFRS Accounting +Standards issued by the IASB, for the first time, which are mandatorily effective for the Group’s annual period +beginning on 1 January 2026 for the preparation of the Group’s Interim Financial Information: +Amendments to IFRS 7 +a n dI F R S9 +Contracts Referencing Natu re-dependent Electricity +Annual Improvements +to IFRSs +Annual Improvements to IFRS Accounting Standards — Volume 11 +The application of the amendments to IFRS Accountin g Standards in the current interim period has had +no material impact on the Group’s financial positions an d performance for the current and prior periods and/or +on the disclosures set out in the I nterim Financial Information. +4. MATERIAL ACCOUNTING POLICY INFORMATION +Other than additional accounting policies resul ting from the application of amendments to IFRS +Accounting Standards, the accounting policies used in the Interim Financial Information are the same as those +followed in the preparation of the Group’s historical f inancial information for the three years ended 31 +December 2025 included in the accountants’ report as set out in Appendix I to the prospectus dated 12 June +2026. +This Interim Financial Information contains condens ed consolidated financia l statements and selected +explanatory notes. The condensed consolidated financ ial statements and the selected notes are included to +explain events and transactions that are significant to an understanding of th e changes in financial position and +performance of the Group since the latest consolidated financial statements as at and for the year ended 31 +December 2025. The Interim Financial Information do not include all of the information and disclosures +required for a full set of financial statements pre pared in accordance with IFRS Accounting Standards. +5. REVENUE AND SEGMENT INFORMATION +The Group’s principal activities are disclosed in Note 1 to the Interim Financial Information. +The Group derives revenue from the transfer of goods at a point in time were analysed as follows: +Three months ended 31 March +2026 2025 +RMB’000 RMB’000 +(unaudited) (unaudited) +Type of goods +— Sale of lithium-ion battery separators 1,071,337 881,358 +All revenue from contracts with customers within th e scope of IFRS 15 are recognised at a point in time. +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 1 0– + + +--- page 411 --- +The Group’s management reviews the performance o f the Group as a single operating segment based on +the internal organisation structure , management requirements and internal reporting system. Accordingly, only +entity-wide disclosure, along with th e Group’s result and financial position as a whole, major customers and +geographic information are presented. +Geographical information +The following table sets out the information about the geographical location of the Group’s revenue +from external customers. The geographical locatio n of customers is based on the location at which the +goods are delivered. +Three months ended 31 March +2026 2025 +RMB’000 RMB’000 +(unaudited) (unaudited) +Revenue from external customers +— Mainland China 838,281 776,047 +— Other countries/regions 233,056 105,311 +1,071,337 881,358 +The geographical location of the Group’s non-curr ent assets (excluding deferred income tax assets +and financial assets), mainly comprised of the prope rty, plant and equipment, is based on the physical +location of these assets. As at 31 March 2026 and 3 1 December 2025, the geographical location of the +Group’s non-current assets are as follows. +As at +31 March +2026 +As at +31 December +2025 +RMB’000 RMB’000 +(unaudited) +Non-current assets (excluding deferred income tax assets and +financial assets) +— Mainland China 10,971,309 10,903,647 +— Sweden 2,594,399 2,700,168 +— Malaysia 3,942,451 3,879,108 +— the United States 888,119 864,138 +— Other countries/regions 94,128 117,612 +18,490,406 18,464,673 +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 1 1– + + +--- page 412 --- +Information about major customers +Revenue derived from customers individually c ontributed over 10% of the Group’s revenue during +the three months ended 31 March 2026 and 2025 is as follows: +Three months ended 31 March +2026 2025 +RMB’000 RMB’000 +(unaudited) (unaudited) +Customer A 199,378 105,645 +Customer B 226,287 105,130 +Customer C N/A* 156,877 +Customer D 110,152 N/A* +Customer E N/A* 93,124 +535,817 460,776 +* The corresponding revenue for the customer didn’t contribute over 10% of the total revenue of the +Group during the period. +6. OTHER INCOME +Three months ended 31 March +2026 2025 +RMB’000 RMB’000 +(unaudited) (unaudited) +Government grants (Note) 13,283 18,625 +Value-added tax (VAT) reduction 1,455 637 +Interest income 5,330 10,306 +Rental income 4,132 2,852 +Others 1,114 1,256 +25,314 33,676 +Note: +During the three months ended 31 March 2026, gover nment grants without unfulfilled condition or +contingencies were approximately RMB579,000 (three months ended 31 March 2025 : RMB8,761,000). +During the three months ended 31 March 2026, the amount of amortisation of deferred government grants +were approximately RMB12,704,000 (three months ended 31 March 2025 : RMB9,864,000). +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 1 2– + + +--- page 413 --- +7. OTHER (LOSSES) AND GAINS, NET +Three months ended 31 March +2026 2025 +RMB’000 RMB’000 +(unaudited) (unaudited) +Investment (losses)/income of financial assets at FVTPL (9,597) 11,030 +Net foreign exchange losses (22,978) (3,104) +Net fair value gains on financial assets and liabilities at FVTPL 6,873 1,107 +Net losses on disposal of property, plant and equipment (26) (65) +Others (107) 2,614 +(25,835) 11,582 +8. EXPENSES BY NATURE +Expenses included in cost of sales, research and deve lopment expenses, selling expenses and general and +administrative expenses are analysed as follows: +Three months ended 31 March +2026 2025 +RMB’000 RMB’000 +(unaudited) (unaudited) +Raw materials consumed and sales /consumption of finished goods and +semi-finished goods 349,005 269,631 +Depreciation of propert y, plant and equipment (Note 13) 246,856 190,665 +Depreciation of right-of-use assets 5,852 3,902 +Depreciation of investment properties 1,221 — +Amortisation of intangible assets 876 563 +Net impairment losses (reversed)/recognised on inventories (18,663) 15,147 +Employee benefit expenses 200,360 159,633 +Share-based payment expenses (Note 24) 3,491 11,383 +Energy and fuel costs 125,547 100,359 +Logistics fees 16,961 17,353 +Official and travel expenses 11,664 9,963 +Tax and surcharges 13,176 9,834 +Legal and professional fees 4,279 4,843 +Listing expenses 930 — +Auditor’s remuneration 450 450 +Others 29,063 27,631 +991,068 821,357 +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 1 3– + + +--- page 414 --- +9. FINANCE COSTS +Three months ended 31 March +2026 2025 +RMB’000 RMB’000 +(unaudited) (unaudited) +Interest expense on bank borrowings 47,942 46,613 +Interest expense on other borrowings 16,928 7,229 +Interest expense on lease liabilities 393 461 +65,263 54,303 +Note: +During the three months ended 31 March 2026, the a mount of approximately RMB14,632,000 (three +months ended 31 March 2025 : RMB25,566,000) finance costs on borrowings and lease liabilities, which +funds were specifically invested in construc tion in progress, have been capitalised. +10. INCOME TAX (CREDIT)/EXPENSE +Three months ended 31 March +2026 2025 +RMB’000 RMB’000 +(unaudited) (unaudited) +Current income tax 1,438 11,735 +Deferred income tax credit (4,229) (9,184) +(2,791) 2,551 +Taxes on profits assessable have been calculated at th e rate of tax prevailing in the jurisdictions in which +relevant entities operate. +(a) PRC Enterprise Income Tax (‘‘EIT’’) +Under the PRC Corporate Income Tax Law and the re spective regulations, the corporate income tax +for the Company and its subsidiaries are calculated at a statutory rate of 25% or a preferential rate of +15% where applicable, on their estimated taxable profit s for the period based on the existing legislations, +interpretations and practices in respect thereof. +In 2020, the Company was recognised as a ‘‘High and New Technology Enterprise’’ (‘‘ HNTE ’’), and +renewed its HNTE recognition in 2023 and enjoyed the 15% preferential income tax rate in 2023 to 2025. +In 2021, subsidiaries of the Group Hefei Senior New Energy Materials Co., Ltd, Changzhou Senior +New Energy Materials Co., Ltd and Jiangsu Senior N ew Material Technology Co., Ltd were recognised as +‘‘HNTE’’, therefore enjoyed a preferential income tax rate of 15% in 2021 to 2023. The subsidiaries of the +Group renewed HNTE recognition in 2024 and can enjoy the 15% preferential income tax rate in 2024 to +2026. +In 2023, the subsidiary of the Group, Senior Material (Nantong) New Materials Technology Co., +Ltd was recognised as a ‘‘HNTE’’, therefore enjoyed a preferential income tax rate of 15% in 2023 to 2025. +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 1 4– + + +--- page 415 --- +In December 2025, the subsidiary of the Group, Senior Material (Foshan) New Materials +Technology Co., Ltd was recognised as a ‘‘HNTE’’, th erefore enjoyed a preferential income tax rate of +15% in 2025 to 2027. +(b) Hong Kong Profits Tax +The Company’s subsidiary domiciled in Hong Kong is subject to a two-tiered income tax rate for +taxable income earned in Hong Kong effectively sin ce 1 April 2018. The first 2 million Hong Kong dollars +of profits earned by the qualifyin g group entity are subject to be taxed at an income tax rate of 8.25%, +while the remaining profits will be taxed at 16.5%. +(c) Corporate income tax in other jurisdictions +Taxation for other overseas subsidiaries is charged at the appropriate current rates of taxation +ruling in the relevant countries. +11. DIVIDENDS +A final dividend in respect of the year ended 31 December 2025 of RMB0.10 per 10 shares (tax inclusive), +in aggregate of approximately RMB13,259,000, was approv ed by the shareholders in the 2025 Annual General +Meeting of the Company on 22 April 2026 and paid in May 2026. The Group did not recognise this as a liability +as at 31 December 2025 and 31 March 2026. +A final dividend in respect of the year ended 31 December 2024 of RMB0.50 per 10 shares (tax inclusive), +in aggregate of approximately RMB66,595,000, has been proposed by the directors of the Company and were +approved by the shareholders in the 2024 Annual General Meeting of the Company on 21 May 2025. The Group +did not recognise this as a liability as at 31 March 2025. +12. EPS +(a) Basic EPS +Basic EPS is calculated by dividing the profi t attributable to owners of the Company by the +weighted average number of ordinary shares in i ssue during the three months ended 31 March 2026 and +2025, excluding treasury shares held for share scheme s as these shares are not considered outstanding for +EPS calculation purposes. +The following table illustrates the earnings and sha res information used in the calculation of basic +EPS: +Three months ended 31 March +2026 2025 +(unaudited) (unaudited) +Profit attributable to owners of the Company used in calculating basic +EPS (RMB’000) 11,029 46,827 +Weighted average number of ordinary shares in issue (thousand +shares) 1,344,365 1,338,942 +Basic EPS (RMB per share) 0.01 0.03 +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 1 5– + + +--- page 416 --- +(b) Diluted EPS +The share schemes granted by the Company have poten tial dilutive effect on the EPS. Diluted EPS is +calculated by adjusting the weighted average number o f ordinary shares outstanding by the assumption of +the conversion of all potential dilutive ordinary shar es arising from share schemes (collectively forming +the denominator for computing the diluted EPS). +Three months ended 31 March +2026 2025 +(unaudited) (unaudited) +Profit attributable to owners +of the Company used in calculating diluted EPS (RMB’000) 11,029 46,827 +Weighted average number +of ordinary shares in issue (thousand shares) 1,344,365 1,338,942 +Adjustments for potential shares ar ising from share schemes (thousand +shares) 2,968 3,980 +Weighted average number of ordinary shares used in calculating +diluted EPS (thousand shares) 1,347,333 1,342,922 +Diluted EPS (RMB per share) 0.01 0.03 +13. PROPERTY, PLANT AND EQUIPMENT, RIG HT-OF-USE ASSETS AND INTANGIBLE ASSETS +During the three months ended 31 March 2026, the Group acquired items of property, plant and +equipment with a cost of approximately RMB4 08,531,000 (three months ended 31 March 2025 : +RMB721,882,000). +During the three months ended 31 March 2026, depreci ation of approximately RMB246,856,000 (three +months ended 31 March 2025 : RMB190,665,000) was charged and items of property, plant and equipment with +a net carrying amount of approximately RMB527,000 (three months ended 31 March 2025 : RMB4,134,000) +were disposed of during the three months ended 31 March 2026, resulting in net loss on disposal of +approximately RMB26,000 (three months ended 31 March 2025 : RMB65,000). +During the three months ended 31 March 2026, the exc hange realignment of negative approximately +RMB182,010,000 (three months ended 31 March 2025 : p ositive RMB165,908,000), resulting in a foreign +currency translation of the financial statements of c ompanies whose functional currency is not RMB for the +property, plant and equipment. +During the three months ended 31 March 2026, the Group renewed several lease agreements and entered +into new or extend of lease agreements with lease terms ranged from 3 to 7 years (three months ended 31 March +2025 : nil). On date of lease commencement, the Group r ecognised right-of-use assets of approximately +RMB901,000 (three months ended 31 March 2025 : nil) and lea se liabilities of approximately RMB901,000 (three +months ended 31 March 2025 : nil). +During the three months ended 31 March 2026, depreci ation of right-of-use assets of approximately +RMB12,304,000 (three months ended 31 March 2025 : RMB11,486,000) was charged. Among them, the +depreciation of right-of-use assets (net of capitalis ation in construction in progress) of approximately +RMB5,852,000 (three months ended 31 March 2025 : R MB3,902,000) was charged into profit or loss. +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 1 6– + + +--- page 417 --- +During the three months ended 31 March 2026, the Group purchased intangible assets of RMB2,482,000 +(three months ended 31 March 2025 : RMB2,846,000). +14. FINANCIAL ASSETS AT FVTPL +As at +31 March +2026 +As at +31 December +2025 +RMB’000 RMB’000 +(unaudited) +Current: +— Fund products 48,863 30,001 +— Listed equity instrument 32,107 — +— Foreign exchange forward contracts and options 710 — +81,680 30,001 +Non-current: +— Unlisted equity instruments 94,598 94,598 +15. FINANCIAL ASSETS AT FVTOCI +As at +31 March +2026 +As at +31 December +2025 +RMB’000 RMB’000 +(unaudited) +Current: +— Notes receivables measured at FVTOCI (Note) 432,623 369,753 +Non-current: +— Unlisted equity investments 36,863 30,863 +Note: +The notes receivables had a maturity of within six months at 31 March 2026 and 31 December 2025. The +notes receivables are measured at FVTOCI since t he notes are held within the business model whose +objective is achieved by both collect ing contractual cash flows and selli ng the financial assets, and the +contractual cash flows are solely payments of princi pal and interest on the principal amount outstanding. +In addition, the Group has discounted certain not es receivables to banks and endorsed certain notes +receivables to its suppliers to settle its payables. The maximum exposure to the Group that may result +from the default of these endorsed and discounted notes receivables, whic h are derecognised in full of the +carrying amount, as at 31 March 2026 are approximately RMB283,743,000 (31 December 2025 : +RMB888,416,000). +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 1 7– + + +--- page 418 --- +16. INVENTORIES +As at +31 March +2026 +As at +31 December +2025 +RMB’000 RMB’000 +(unaudited) +Raw materials 318,462 322,177 +Semi-finished goods 183,312 168,794 +Finished goods 471,169 336,641 +972,943 827,612 +Less: provision for imp airment (45,678) (65,231) +927,265 762,381 +17. TRADE AND NOTES RECEIVABLES +As at +31 March +2026 +As at +31 December +2025 +RMB’000 RMB’000 +(unaudited) +Trade receivables 1,783,587 1,932,049 +Notes receivables (Note) 601,474 593,603 +2,385,061 2,525,652 +Less: allowance for impairment (41,558) (45,592) +2,343,503 2,480,060 +Note: The amount of the Group’s endorsed and discounte d notes receivables which are not derecognised +as at 31 March 2026 are approximately RMB316,362,000 (31 December 2025 : RMB285,722,000). +The credit period granted to customers is generally within 180 days. +The ageing analysis of trade receivables based on recognition date is as follows: +As at +31 March +2026 +As at +31 December +2025 +RMB’000 RMB’000 +(unaudited) +Within 1 year 1,755,911 1,898,142 +Over 1 year but within 2 years 7,459 8,624 +Over 2 years but within 3 years 1,777 7,325 +Over 3 years 18,440 17,958 +1,783,587 1,932,049 +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 1 8– + + +--- page 419 --- +18. PREPAYMENTS, OTHER RECEIVABLES AND OTHER ASSETS +As at +31 March +2026 +As at +31 December +2025 +RMB’000 RMB’000 +(unaudited) +Other receivables 31,424 33,270 +Less: allowance for impairment (1,582) (1,671) +29,842 31,599 +Prepayment for acquisition of non-current assets 202,818 147,205 +VAT recoverable 645,264 651,205 +Prepayments for materials and others 85,276 58,351 +Deferred listing expenses 25,414 19,247 +988,614 907,607 +Analysed for reporting purposes as: +Current assets 456,285 440,517 +Non-current assets 532,329 467,090 +988,614 907,607 +19. RESTRICTED BANK DEPOSITS +As at +31 March +2026 +As at +31 December +2025 +RMB’000 RMB’000 +(unaudited) +Restricted bank deposits 521,158 571,202 +Pledged bank deposits for notes payables 213,269 286,850 +Pledged bank deposits for bank borrowings 112,111 43,706 +Pledged bank deposits for other purposes (Note) 195,778 240,646 +521,158 571,202 +Note: As at 31 March 2026, other restricted deposits a mounted to approximately RMB172,427,000 (31 +December 2025 : RMB219,042,000), representin g funds placed in a designated securities +investment account under an Entrusted Asset M anagement Contract with an independent third +party. +As at 31 March 2026, the Group’s restricted bank deposits, other than those held in designated securities +investment accounts amounting to approximately RMB172,427,000 (31 December 2025 : RMB219,042,000) +which are denominated in USD, are primarily denominated in RMB. +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 1 9– + + +--- page 420 --- +20. TRADE AND NOTES PAYABLES +As at +31 March +2026 +As at +31 December +2025 +RMB’000 RMB’000 +(unaudited) +Trade payables 448,093 452,501 +Notes payables 164,817 217,198 +612,910 669,699 +The credit period granted by suppliers is generall y within 90 days. The ageing analysis of the trade +payables of the Group as at 31 March 2026 and 31 December 2025 based on recognition date is as follows: +As at +31 March +2026 +As at +31 December +2025 +RMB’000 RMB’000 +(unaudited) +— Within 1 year 436,912 442,019 +— Over 1 year but within 2 years 2,861 7,142 +— Over 2 years but within 3 years 5,137 1,356 +— Over 3 years 3,183 1,984 +448,093 452,501 +As at 31 March 2026 and 31 December 2025, no matured notes payables were unpaid. +21. OTHER PAYABLES AND ACCRUALS +As at +31 March +2026 +As at +31 December +2025 +RMB’000 RMB’000 +(unaudited) +Payables for acquisition of no n-current assets 595,278 692,736 +Deferred government grants 465,198 472,202 +Endorsed notes receivable that have not been derecognised and not yet +due 254,783 195,399 +Employee benefits payables 52,708 85,039 +Accrued listing expenses 9,489 3,186 +Deposits received 14,303 15,570 +Other tax payables 21,955 15,464 +Others 10,859 8,124 +1,424,573 1,487,720 +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 2 0– + + +--- page 421 --- +As at +31 March +2026 +As at +31 December +2025 +RMB’000 RMB’000 +(unaudited) +Analysed for reporting purposes as: +Current liabilities 959,375 1,015,518 +Non-current liabilities 465,198 472,202 +1,424,573 1,487,720 +22. BORROWINGS +During the three months ended 31 March 2026, the Group had new borrowings of approximately +RMB3,419,949,000 (three months ended 31 March 2025 : RMB1,888,081,000), repaid of borrowings +approximately RMB1,988,930,000 (three m onths ended 31 March 2025 : RMB1,057,584,000). +As at 31 March 2026 the borrowings bear effective interest rates range of 2.11% ~4.70% (31 December +2025 : 1.96% ~4.14%) per annum. +Bank credit facilities amounted to approximately R MB6,397,434,000 had not been utilised as at 31 March +2026 (31 December 2025 : RMB9,078,950,000). +23. SHARE CAPITAL AND TREASURY SHARES +As at +31 March +2026 +As at +31 December +2025 +RMB’000 RMB’000 +(unaudited) +Share capital 1,345,711 1,348,124 +Treasury shares reserve (299,994) (350,758) +1,045,717 997,366 +The changes in the Company’s authorised, issue d and fully paid share capital are as follows: +Number of +shares Share capital +’000 RMB’000 +Ordinary shares of RMB1 each +As at 1 January 2026 1,348,124 1,348,124 +Cancellation of treasury shares (unaudited) (2,413) (2,413) +As at 31 March 2026 (unaudited) 1,345,711 1,345,711 +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 2 1– + + +--- page 422 --- +Number of +shares Share capital +’000 RMB’000 +As at 1 January 2025 1,342,957 1,342,957 +Repurchase and cancellation of shares under restricted shares +incentive schemes (1,065) (1,065) +Issue of shares under restricted sha res incentive schemes 6,232 6,232 +As at 31 December 2025 1,348,124 1,348,124 +The detail of the treasury shares reserve and number o f treasury shares outstanding at 31 March 2026 and +31 December 2025 are as follows: +Three months +ended 31 +March 2026 +Year ended 31 +December +2025 +RMB’000 RMB’000 +(unaudited) +At the beginning of the period/year 350,758 62,765 +Repurchase and cancellation of shares under restricted shares +incentive schemes — (11,989) +(Cancellation)/repurchase of shares (50,764) 299,982 +At the end of the period/year 299,994 350,758 +Number of treasury shares (in thousands) 28,436 30,849 +24. SHARE-BASED EMPLOYEE COMPENSATIONS +(a) Share-based compensation expenses during the three months ended 31 March 2026 and 2025 were as +follows: +Three months ended 31 March +2026 2025 +RMB’000 RMB’000 +(unaudited) (unaudited) +Equity settled share-based compensation 3,491 11,383 +(b) Restricted Stock Incentive Plans Related to A Shares +The Company granted both Type I and Type II restricted shares. The particulars of the Type I and +Type II restricted shares are as follows: +(i) Type I restricted shares +Type I restricted shares refer to ordinary sh ares issued to the participants with certain +restrictions stipulated under the Restricted A-s hare Scheme. On the grant date of Type I restricted +shares, the participants of Type I restricted sha res were entitled to receive newly issued ordinary +shares of the Company and were required to p ay the purchase price upon accepting the Type I +restricted shares. +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 2 2– + + +--- page 423 --- +Type I restricted shares shall be locked up immediately upon grant. The release of the +restriction of the restricted shares granted to t he participants shall be subject to performance +conditions and a lock-up period after the date of r egistration. The restricted shares held by the +participants shall be unlocked in two or three tra nches of the total number of the restricted shares +granted upon the expiry of each lock-up period. The r estriction on the restricted share would only be +released upon both the performance condition of the Group and the performance condition of the +individuals are met. +If the either of the performance conditions are not met, the Company will repurchase the Type +I restricted shares from the employee at purch ase price. The total consideration paid by the +participants are recognised as liabilities and wi ll only be reversed by portion to other reserve when +the shares are vested each year. +Pursuant to the ‘‘Proposal on the 2022 Restri cted Stock Incentive Plan (Draft) and its +Summary of the Company’’ (the ‘‘ Incentive Plan 2022 ’’) approved at the 2022 second extraordinary +general meeting of the Company on 21 February 2022, the Company completed the registration of +the initial grant of 2,590,100 type I restricted stock with lock-up period of 36 months to 289 +incentive participants in April 2022 at a grant price of RMB18.25 per share and 920,753 type I +restricted stock with lock-up pe riod of 24 months to 89 incentive p articipants which in reserved +grant portion in February 2023 at a grant price of RMB11.73. Pursuant to the Incentive Plan 2022, +the restricted stock initial granted to 289 incentive participants in April 2022 will be unlocked in +three periods after 12 months from the date of compl etion of the registration of the grant, and the +maximum percentage of unlocking for each period will be 40%, 40% and 20%, respectively, +according to the Group’s performance appraisal a nd individual performan ce appraisal, etc. The +restricted stock granted to 89 incentive partic ipants in February 2023 will be unlocked in two +periods after 12 months from the date of complet ion of the registration of the grant, and the +maximum percentage of unlocking for each p eriod will be 50% according to the Group’s +performance appraisal and indivi dual performance appraisal, etc. +Set out below are details of the movements o f the outstanding number of Type I restricted +shares throughout the three months ended 31 March 2025 and 2026 : +Three months ended 31 March +2026 2025 +’000 ’000 +(unaudited) (unaudited) +As at beginning of the period — 1,065 +Lapsed — (55) +As at end of the period — 1,010 +Exercisable at end of the period — — +(ii) Type II restricted shares +Type II restricted shares refe r to the ordinary shares that participants could be subscribed +upon the satisfaction of both the Group’s perform ance conditions and individual performance +conditions under the Restricted A-share Sch eme. Upon the satisfaction of the Group’s and +individuals’ performance conditions under the Restri cted A-share Scheme, the participants of Type +II restricted shares have the right to subscribe ordinary shares. +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 2 3– + + +--- page 424 --- +Type II restricted shares shall be vested ove r a two-year or a three-year period, with shares +vesting on each anniversary date after the vesti ng commencement date upon the satisfaction of the +Group’s performance conditions and individual p erformance conditions under the Restricted +A-share Scheme. The shares before the participan ts’ subscription do not give the participants the +right to obtain dividends or the right to vote at the shareholders’ meeting. +Pursuant to the proposals such as ‘‘Proposal on the 2023 Restricted Stock Incentive Plan +(Draft) and its Summary of the Company’’ (the ‘‘ Incentive Plan 2023 ’’) approved at the 2023 third +extraordinary general meeting of the Company on 11 November 2023, the Company completed the +registration of the initial grant of 2,650,000 ty pe II restricted stock with lock-up period to 49 +incentive participants in December 2023 at a grant price of RMB7.16 per share. Pursuant to the +Incentive Plan 2023, the restricted shares granted to participants will be unlocked in two periods +after 12 months from the date of completion of t he registration of the grant, and the maximum +percentage of unlocking for each period will be 50% according to the Group’s performance +appraisal and individual performance appraisal, etc. +Pursuant to the proposals such as ‘‘Proposal on the 2024 Restricted Stock Incentive Plan +(Draft) and its Summary of the Company’’ (the ‘‘ Incentive Plan 2024 ’’) approved at the 2024 first +extraordinary general meeting of the Company o n 27 September 2024, the Company completed the +registration of the initial grant of 12,630,000 ty pe II restricted stock with lock-up period to 50 +incentive participants in October 2024 at a grant price of RMB3.75 per share and 370,000 type II +restricted stock with lock-up period to 5 incenti ve participants in August 2025 at a grant price of +RMB3.70 per share. Pursuant to the Incentive Plan 2024, the restricted shares granted to 5 incentive +participants in September 2024 will be unlocked i n three periods after 12 months from the date of +completion of the registration of the grant, an d the maximum percentage of unlocking for each +period will be 50%, 30% and 20%, respectively, a ccording to the Group’s performance appraisal +and individual performance appraisal, etc. The restr icted stock granted to 5 incentive participants in +August 2025 will be unlocked in two periods afte r 12 months from the date of completion of the +registration of the grant, and the maximum per centage of unlocking for each period will be 50% +according to the Group’s performance appraisa l and individual performance appraisal, etc. +Set out below are details of the movements of the outstanding number of Type II restricted +shares throughout the three months ended 31 March 2026 and 2025 : +Three months ended 31 March +2026 2025 +’000 ’000 +(unaudited) (unaudited) +As at beginning of the period 7,848 15,280 +Forfeited (1,245) — +As at end of the period 6,603 15,280 +Exercisable at end of the period 2,729 6,315 +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 2 4– + + +--- page 425 --- +Subsequent to 31 March 2026, pursuant to the ‘‘Proposal on the 2026 Restricted Stock +Incentive Plan (Draft) and its Summary of the Company’’ (the ‘‘ Incentive Plan 2026 ’’) approved at +the 2026 second extraordinary general meeting of the Company on 31 March 2026, the Company +completed the registration of the g rant of 8,580,200 type I restricted stock in treasury shares with +lock-up period of 24 months to 63 incentive partic ipants in April 2026 at a grant price of RMB7.50 +per share. Pursuant to the Incentive Plan 2026, the restricted stock will be unlocked in two periods +after 12 months from the date of completion of t he registration of the grant, and the maximum +percentage of unlocking for each period will be 50% according to the Group’s performance +appraisal and individual performance appraisal, etc. +25. COMMITMENTS +The Group’s capital commitments contracted but not pr ovided for in the Interim Financial Information +were as follows: +As at +31 March +2026 +As at +31 December +2025 +RMB’000 RMB’000 +(unaudited) +Contracted, but not provided for, net of deposits paid and +prepayments +— Property, plant and equipment 2,120,678 2,169,527 +26. RELATED PARTY TRANSACTIONS +The Group entered into the following related part y transactions during the three months ended 31 March +2026 and 2025. +(a) Relationships with related parties +Name of related party Relationship with the Group +Shenzhen Cotran New Material Co., Ltd. +(Former name: Shenzhen Kexin +Hydrogen Materials Co., Ltd.)* +深圳市科新創界新材料有限公司 +（曾用名:深圳市科新氫材有限公司） +A company in which the ultimate controller holds a +30% equity interest +Shenzhen Youte Qingxin Filter Material +Technology Co., Ltd*. ( 深圳優特清新濾 +材科技有限公司) +A company controlled by the son of the ultimate +controller +Shenzhen Xinyuanbang Technology Co., +Ltd.* +(深圳新源邦科技有限公司) +An associate of the Group from October 2022 +N-Tech Environment Protection Science +and Technology (Changzhou) Co., Ltd.* +(恩泰環保科技（常州）有限公司) +A company controlled by the brother of the ultimate +controller +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 2 5– + + +--- page 426 --- +Name of related party Relationship with the Group +Shenzhen Xinglanxin New Material +Technology Co., Ltd. ( 深圳市星藍鑫新材 +料科技有限公司) +A company in which the ultimate controller holds a +31% equity interest +* For identification only +(b) Transactions with related parties +Three months ended 31 March +2026 2025 +RMB’000 RMB’000 +(unaudited) (unaudited) +Sales transactions: +— Shenzhen Youte Qingxin Filter Material +Technology Co., Ltd. 193 110 +— Shenzhen Xinglanxin New Material Technology Co., Ltd. 121 — +314 110 +Rental transactions: +— Shenzhen Cotran New Material Co., Ltd. 198 — +— Shenzhen Xinglanxin New Material Technology Co., Ltd. 890 — +1,088 — +Procurement transactions: +— Shenzhen Xinyuanbang Technology Co., Ltd. 6,153 301 +— N-Tech Environment Protection Science and Technology +(Changzhou) Co., Ltd. 28 — +6,181 301 +(c) Balances with related parties +As at +31 March +2026 +As at +31 December +2025 +RMB’000 RMB’000 +(unaudited) +Amounts due from related parties (trade in nature): +— Shenzhen Youte Qingxin Filter Material Technology +Co., Ltd. 199 207 +— Shenzhen Cotran New Material Co., Ltd. 1,003 722 +— Shenzhen Xinglanxin New Material Technology Co., Ltd. 3,788 2,717 +4,990 3,646 +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 2 6– + + +--- page 427 --- +As at +31 March +2026 +As at +31 December +2025 +RMB’000 RMB’000 +(unaudited) +Amounts due to related parties (trade in nature): +— Shenzhen Xinyuanbang Technology Co., Ltd. 5,070 905 +— N-Tech Environment Protection Science and Technology +(Changzhou) Co., Ltd. 117 89 +5,187 994 +Note: The amounts are unsecured, interest-free and recoverable or repayable on demand. +(d) Key management compensation +Key management includes directors (executive and non-executive) and the senior management of the +Group. The compensation paid or payable to key management for employee services is shown below: +Three months ended 31 March +2026 2025 +RMB’000 RMB’000 +(unaudited) (unaudited) +Fees 80 60 +Salaries, allowances, dis cretionary bonuses and benefits in kind 1,340 1,574 +Retirement scheme contributions 49 46 +Share-based compensation expenses 137 1,686 +Total compensation paid to key management personnel 1,606 3,366 +27. FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS +Financial assets and liabilities measured at fair value in the consolidated statements of financial position +are grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability +and significance of inputs to the measurements, as follows: +Level 1 : quoted prices (unadjusted) in active ma rkets for identical assets and liabilities. +Level 2 : inputs other than quoted prices included wit hin Level 1 that are observable for the asset or +liability, either dir ectly or indirectly, and not using s ignificant unobservable inputs. +Level 3 : significant unobservable inputs for the asset or liability. +The level in the fair value hierarchy within which the fin ancial asset or liability is categorised in its entirety +is based on the lowest level of input that is significant to the fair value measurement. +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 2 7– + + +--- page 428 --- +The table below analyses the Group’s financial inst ruments carried at fair value as at 31 March 2026 and +31 December 2025 by level of the inputs to valuation t echniques used to measure fair value. Such inputs are +categorised into three levels within a fair value hierarchy as follows: +— Quoted prices (unadjusted) in active markets f or identical assets or liabilities (Level 1); +— Inputs other than quoted prices included within Level 1 that are observable for t he asset or liability, +either directly (that is, as prices) or indirect ly (that is, derived from prices) (Level 2); and +— Inputs for the asset or liability that are not based o n observable market data (that is, significant +unobservable inputs) (Level 3). +(a) Fair value hierarchy +As at 31 March 2026 and 31 December 2025, the financial assets measured at fair value on a +recurring basis by the above three levels were analysed below: +Level 1 Level 2 Level 3 Total +RMB’000 RMB’000 RMB’000 RMB’000 +As at 31 March 2026 (unaudited) +Financial assets at FVTPL +— Fund products — — 48,863 48,863 +— Listed equity instruments 32,107 — — 32,107 +— Foreign exchange forward contracts +and options — 710 — 710 +— Unlisted equity instruments — — 94,598 94,598 +Financial assets at FVTOCI +— Unlisted equity instruments — — 36,863 36,863 +— Notes receivables measured at +FVTOCI — — 432,623 432,623 +32,107 710 612,947 645,764 +Financial liabilities at FVTPL +— Foreign exchange forward contract +and options — 3,210 — 3,210 +As at 31 December 2025 +Financial assets at FVTPL +— Fund products — 30,001 — 30,001 +— Unlisted equity instruments — — 94,598 94,598 +Financial assets at FVTOCI +— Unlisted equity instruments — — 30,863 30,863 +— Notes receivables measured at +FVTOCI — — 369,753 369,753 +— 30,001 495,214 525,215 +Financial liabilities at FVTPL +— Foreign exchange forward contract +and options — 12,620 — 12,620 +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 2 8– + + +--- page 429 --- +(b) Valuation techniques used to determine fair values +The fair value of financial instruments traded in an active market is determined at the quoted +market price; and the fair value of those not traded in an active market is determined by the Group using +valuation technique. The valuation models used mainly discounted cash flow approach and market +approach. The inputs of the valuation technique mainly include expected rate of return, recent transaction +price and discount rate. +Assets subject to Level 3 fair value measure ment were mainly included fund products, notes +receivables measured at FVTOCI, equi ty investments in unlisted entities at FVTPL and at FVTOCI. These +assets and liabilities were measur ed mainly using discounted cash fl ow approach and market approach. +The judgement of Level 3 of the fair value hierarch y is based on the materiality of unobservable inputs +towards calculation of whole fair value. +During the three months ended 31 March 2026 and 2025, there was no transfer between Level 1 and +Level 2 into or out of Level 3. +The quantitative information of fair value m easurements as at 31 March 2026 and 31 December +2025 for Level 2 and level 3 is as follows: +Fair value +hierarchy +As at +31 March +2026 +As at +31 December +2025 +Valuation technique +and key input(s) +Relationship of +significant +unobservable input(s) +to fair value +RMB’000 RMB’000 +(unaudited) +Financial assets at FVTPL +Fund products Level 2 30,001 Quoted prices in the +over-the-counter +market +N/A +Level 3 48,863 — Net assets value of +unlisted funds +The higher the net +assets value of +unlisted funds, the +higher the fair +value +Foreign exchange forward +contracts and options +Level 2 710 — Discounted cash flow. +Future cash flows +are estimated based +on forward exchange +rates (from +observable forward +exchange rates at the +end of the reporting +period) and contract +forward rates, +discounted at a rate +that reflects the +credit risk of various +counterparties +N/A +Unlisted equity investments Level 3 19,028 19,028 Market approach, +Recent transaction +price +The higher the recent +transaction price, +the higher the fair +value +Unlisted equity investments Level 3 75,570 75,570 Market approach, +Discount for lack of +marketability +(‘‘DLOM ’’) and +Enterprise Value to +Sales (‘‘EV/S ’’) +multiples +The higher the value +of DLOM, the lower +the fair value; the +higher the EV/S +multiples, the higher +the fair value +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 2 9– + + +--- page 430 --- +Fair value +hierarchy +As at +31 March +2026 +As at +31 December +2025 +Valuation technique +and key input(s) +Relationship of +significant +unobservable input(s) +to fair value +RMB’000 RMB’000 +(unaudited) +Financial assets at FVTOCI +Unlisted equity investments Level 3 36,863 30,863 Market approach, +Recent transaction +price +The higher the recent +transaction price, +the higher the fair +value +Notes receivables measured at +FVTOCI +Level 3 432,623 369,753 Discount rate The higher the +discount rate, the +lower the fair value +613,657 525,215 +Financial liabilities at FVTPL +Foreign exchange +forward contracts +and options +Level 2 3,210 12,620 Discounted cash flow. +Future cash flows +are estimated based +on forward exchange +rates (from +observable forward +exchange rates at the +end of the reporting +period) and contract +forward rates, +discounted at a rate +that reflects the +credit risk of various +counterparties +N/A +Below is a summary of quantitative sensitivity anal ysis disclosed for the financial assets subject to +Level 3 fair value measurement at the end of each of the reporting period: +Valuation technique +and key input(s) Range of inputs Sensitivity analysis +As at +31 March +2026 +As at +31 December +2025 +(unaudited) +Financial assets at FVTPL +Fund products Net assets value of +unlisted funds +N/A N/A As at 31 March 2026, if net assets +value of unlisted funds were +increased/decreased by 5%, the fair +value of fund products at FVTPL +would have been ap proximately +RMB2,443,000 (31 December 2025 : +nil) higher/lower. +Unlisted equity investments Market approach, +Recent transaction +price +N/A N/A As at 31 March 2026, if the recent +transaction price were increased/ +decreased by 5%, the fair value of +unlisted equity investments at +FVTPL would have been +approximately RMB951,000 (31 +December 2025 : RMB951,000) +higher/lower. +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 3 0– + + +--- page 431 --- +Valuation technique +and key input(s) Range of inputs Sensitivity analysis +As at +31 March +2026 +As at +31 December +2025 +(unaudited) +Unlisted equity investments Market approach, +DLOM +16.55% 16.55% As at 31 March 2026, if the DLOM +h a db e e nh i g h e r / l o w e rb y5 % ,t h e +fair value of unlisted equity +investments at FVTPL would have +been approximately RMB5,318,000 +(31 December 2025 : +RMB5,318,000) lower/higher. +Market approach, EV/ +S multiples +4.46 4.46 As at 31 March 2026, if the EV/S +multiples was increased/decreased +by 5%, the fair value of unlisted +equity investments at FVTPL would +have been approximately +RMB4,438,000 (31 December 2025 : +RMB4,438,000) higher/lower. +Financial assets at FVTOCI +Notes receivables measured at +FVTOCI +Discount rate 0.88%–1.55% 0.5%–1.99% As at 31 March 2026, if the discount +rate had been higher/lower by 0.5%, +t h ef a i rv a l u eo fn o t e sr e c e i v a b l e sa t +FVTOCI would have been +approximately RMB2,101,000 (31 +December 2025 : RMB1,795,000) +lower/higher re spectively. +Unlisted equity investments Market approach, +Recent transaction +price +N/A N/A As at 31 March 2026, if the recent +transaction price were increased/ +decreased by 5%, the fair value of +unlisted equity investments at +FVTOCI would have been +approximately RMB1,843,000 (31 +December 2025 : RMB1,543,000) +higher/lower. +(c) Reconciliation of Level 3 fair value measurements +The following tables present the changes in level 3 financial instruments during the three months +ended 31 March 2026 and 2025 : +(i) Financial assets at FVTPL +Bank WMPs +and structured +deposits Fund products +Unlisted equity +investments +RMB’000 RMB’000 RMB’000 +As at 1 January 2026 — — 94,598 +Additions (unaudited) 30,000 47,517 — +Disposals (unaudited) (30,007) — — +Fair value gains (unaudited) 7 1,346 — +As at 31 March 2026 (unaudited) — 48,863 94,598 +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 3 1– + + +--- page 432 --- +Bank WMPs +and structured +deposits Fund products +Unlisted equity +investments +RMB’000 RMB’000 RMB’000 +As at 1 January 2025 260,564 — 76,982 +Additions (unaudited) 643,000 — — +Disposals (unaudited) (554,571) — — +Fair value gains (unaudited) 1,106 — — +As at 31 March 2025 (unaudited) 350,099 — 76,982 +(ii) Financial assets at FVTOCI +Notes +receivables +measured at +FVTOCI +Unlisted equity +investment +RMB’000 RMB’000 +As at 1 January 2026 369,753 30,863 +Additions (unaudited) 257,197 6,000 +Disposals (unaudited) (194,327) — +As at 31 March 2026 (unaudited) 432,623 36,863 +As at 1 January 2025 292,318 — +Additions (unaudited) 607,831 13,816 +Disposals (unaudited) (700,926) — +As at 31 March 2025 (unaudited) 199,223 13,816 +28. CONTINGENT LIABILITY +As of 31 March 2026, the Group has no other outstandi ng litigation or continge nt liability that in the +opinion of the directors of the Company would have ma terial impact to the Group’s financial position. +29. EVENT AFTER THE END OF THE REPORTING PERIOD +According to the 23rd meeting of the Board of Direc tors held on 24 March 2026, the Company approved +the proposal on the registration and issuance of Sc ience and Technology Innovation Bonds. The Company +intends to apply to the National Association of Financi al Market Institutional Investors (NAFMII) for +registration to issue Science and Technology I nnovation Bonds with an aggregate principal amount not +exceeding RMB1.5 billion (inclusive). The Company w ill determine the timing and frequency of issuance +(whether in a single tranche or multiple tranches) withi n the registered amount and validity period based on its +actual funding requirements and prevailing market condi tions. The final registered amount shall be as specified +in the registration notice issued by NAFMII. +Other than those disclosed above and Note 24 in the I nterim Financial Information, the Group has no +other significant event subsequent to 31 March 2026. +APPENDIX IA UNAUDITED INTERIM FINANCIAL INFORMATION +–I A - 3 2– + + +--- page 433 --- +The following information set forth does not form part of the ‘‘Accountants’ Report’’ from +Rongcheng (Hong Kong) CPA Limited, Certified Public Accountants, Hong Kong, the +Company’s reporting accountants, as set forth in Appendix I to this prospectus, and is included +herein for illustrative purpose only. The unaudited pro forma financial information should be +read in conjunction with the section headed ‘‘Financial Information’’ in this document and the +Accountants’ Report set out in Appendix I to this document. +A. UNAUDITED PRO FORMA STATEME NT OF ADJUSTED CONSOLIDATED +NET TANGIBLE ASSETS OF THE GROUP ATTRIBUTABLE TO OWNERS OF +THE COMPANY +The following unaudited pro forma statement of adjusted consolidated net tangible +assets of the Group attributable to owners of the Company has been prepared in accordance +with Rule 4.29 of the Listing Rules for the pur pose of illustrating the effect of the Global +Offering as if it had taken place on 31 December 2025 and based on the audited +consolidated net tangible assets attributable to the owners of the Company as at 31 +December 2025 as shown in the Accountants’ Report, the text of which is set out in +Appendix I to this document, and adjusted as described below. +The unaudited pro forma statement of adjusted consolidated net tangible assets of the +Group attributable to owners of the Company ha s been prepared for illustrative purposes +only and, because of its hypothetical nature, it may not give a true picture of the +consolidated net tangible assets of the Group attributable to owners of the Company as at +31 December 2025 or at any future dates following the Global Offering. +Audited +consolidated +net tangible +assets of the +Group +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 of the +Group +attributable +to owners of +the Company +as at +31 December +2025 +Unaudited pro forma +adjusted consolidated net +tangible assets the Group +attributable to owners of the +Company per Share as at +31 December 2025 +RMB’000 RMB’000 RMB’000 RMB HK$ +(Note 1) (Note 2) (Note 3) (Note 4) +Based on maximum Offer +Price of HK$8.98 per +Share 9,910,374 1,099,630 11,010,004 7.51 8.63 +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +–I I - 1– + + +--- page 434 --- +Notes: +1. The audited consolidated net tangible assets o f the Group attributable to owners of the Company as +at 31 December 2025 is extracted from the Accountants’ Report as set out in Appendix I to this +prospectus, which is based on the audited consol idated net assets of the Group attributable to +owners of the Company as at 31 December 2025 of approximately RMB9,931,310,000 with an +adjustment for the intangible assets as of 31 December 2025 of approximately RMB20,936,000. +2. The estimated net proceeds from the Global Of fering are based on 149,523,500 new Offer Shares and +the maximum Offer Price of HK$8.98 per Offer Share , after deduction of the e stimated underwriting +commissions and fees and other related expenses (excluding the listing expense that have been +charged to profit or loss during the track record period). +3. The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to +owners of the Company per Share as at 31 December 2025 is arrived at after adjustments referred to +in the preceding paragraphs and on the basis that a total of 1,466,798,299 Shares (representing +1,348,124,139 Shares as at 31 December 2025, 149,523,500 Offer Shares and excluding 30,849,340 +repurchased shares as at 31 December 2025) were in issue assuming that the Global Offering had +been completed on 31 December 2025 and excluding the impact of the subsequent events: The +Group declared dividends in aggr egate of approximately RMB13,173,000 (representing a final +dividend of approximately RMB13,259,000, excl uding approximately RMB86,000 distributed to +holders of restricted shares which does not constitute a reduction in net assets). Including the impact +of the subsequent event, the unaudited pro forma a djusted consolidated net tangible assets of the +Group attributable to owners of the Company per Share as at 31 December 2025 would be RMB7.50 +(HK$8.62), based on an Offer Price of HK$8.98 per Share, respectively. +4. For the purpose of this unaudited pro forma statement of adjusted consolidated net tangible assets +of the Group attributable to owners of the Compa ny, the amounts stated in Hong Kong dollars are +converted into Renminbi at a rate of HK$1 to R MB0.86998. No representation is made that +Renminbi amounts have been, could have been or may be converted to Hong Kong dollars, or vice +v e r s a ,a tt h a tr a t e . +5. The property interests of the Group as at 30 April 2026 have been valued by Knight Frank Petty +Limited, an independent property valuer, and the full text of the valuation report is set out in +Appendix III to this prospectus. The unaudited pro forma adjusted consolidated net tangible assets +of the Group attributable to ow ners of the Company has not taken into account the change in fair +value arising from the valuation of these propert y interests. Such change in fair value has not been +recorded in the Historical Financial Information of the Group as at 31 December 2025 set forth in +the Accountants’ Report in Appendix I to this prospectus and will not be recorded in the +consolidated financial statements of the Group in future periods in accordance with the Group’s +accounting policies. As the Group’ s properties are measured using the cost model, had those selected +property interests as at 31 December 2025 been reco rded at the values stated in the valuation report +set out in Appendix III to this prospectus, additi onal depreciation of approximately RMB3,929,000 +per annum would be charged against profit in future periods. +6. Save as disclosed above, no other adjustment h as been made to the unaudited pro forma adjusted +consolidated net tangible assets of the Group attr ibutable to owners of the Company to reflect any +trading results or other transactions of our Gr oup entered into subsequent to 31 December 2025. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +–I I - 2– + + +--- page 435 --- +B. REPORT ON UNAUDITED PRO FORMA FINANCIAL INFORMATION +The following is the text of the independent reporting accountants’ assurance report +received from Rongcheng (Hong Kong) CPA Limited, Certified Public Accountants, Hong +Kong, the Company’s reporting accountants, in respect of the Group’s unaudited pro forma +financial information for the purpose in this prospectus. +INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE +COMPILATION OF UNAUDITED PRO F ORMA FINANCIAL INFORMATION +To the Directors of Shenzhen Senior Technology Material Co., Ltd. +We have completed our assurance engag ement to report on the compilation of +unaudited pro forma financial information of Shenzhen Senior Technology Material Co., +Ltd. (the ‘‘ Company ’’) and its subsidiaries (hereinaf ter collectively referred to as the +‘‘Group ’’) by the directors of the Company (the ‘‘ Directors ’’) for illustrative purposes only. +The unaudited pro forma financial information consists of the unaudited pro forma +statement of adjusted consolidated net tangible assets of the Group attributable to owner of +the Company as at 31 December 2025 and related notes (the ‘‘ Unaudited Pro Forma +Financial Information ’’) as set out on pages II-1 to II-2 of the Company’s prospectus dated +12 June 2026, in connection with the proposed initial public offering of the shares of the +Company (the ‘‘ Prospectus ’’). The applicable criteria on the basis of which the Directors +have compiled the Unaudited Pro Forma Financi al Information are described on pages II-1 +to II-2 of the Prospectus. +The Unaudited Pro Forma Financial Inform ation has been compiled by the Directors +to illustrate the impact of the proposed initia l public offering on the Group’s financial +position as at 31 December 2025 as if the propos ed initial public offering had taken place at +31 December 2025. As part of this process, in formation about the Group’s financial +position has been extracted by the Directors from the Group’s financial information for the +year ended 31 December 2025, on which an accountants’ report has been published as set +out in Appendix I of the Prospectus. +Directors’ Responsibility for the Unaud ited Pro Forma Finan cial Information +The Directors are responsible for compiling the Unaudited Pro Forma Financial +Information in accordance with paragraph 4.29 of the Rules Governing the Listing of +Securities on The Stock Exchange of Hong Kong Limited (the ‘‘ Listing Rules ’’) and with +reference to Accounting Guideline 7, Preparation of Pro Forma Financial Information for +Inclusion in Investment Circulars, (‘‘AG 7 ’’) issued by the Hong Kong Institute of Certified +Public Accountants (‘‘ HKICPA ’’). +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +–I I - 3– + + +--- page 436 --- +Our Independence and Quality Management +We have complied with the independence and other ethical requirements of the Code of +Ethics for Professional Accountants issued by the HKICPA, which is founded on +fundamental principles of integrity, objectivity, professional competence and due care, +confidentiality and professional behaviour. +Our firm applies Hong Kong Standard on Quality Management (HKSQM) 1, Quality +Management for Firms that Perform Audits or Reviews of Financial Statements, or Other +Assurance or Related Services Engagements , issued by the HKICPA, which requires the firm +to design, implement and operate a system of quality management including policies or +procedures regarding compliance with ethical requirements, professional standards and +applicable legal and regulatory requirements. +Reporting Accountants’ Responsibilities +Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the +Listing Rules, on the Unaudited Pro Forma F inancial Information and to report our +opinion to you. We do not accept a ny responsibility for any reports previously given by us +on any financial information used in the comp ilation of the Unaudited Pro Forma Financial +I n f o r m a t i o nb e y o n dt h a to w e dt ot h o s et ow h om those reports were addressed by us at the +dates of their issue. +We conducted our engagement in accordance with Hong Kong Standard on Assurance +Engagements 3420, Assurance Engagements to Report on the Compilation of Pro Forma +Financial Information Included in a Prospectus , issued by the HKICPA. This standard +requires that the reporting accountant plans and performs procedures to obtain reasonable +assurance about whether the Directors have compiled the Unaudited Pro Forma Financial +I n f o r m a t i o ni na c c o r d a n c ew i t hp a r a g r a p h4 . 2 9o ft h eL i s t i n gR u l e sa n dw i t hr e f e r e n c et o +AG 7 issued by the HKICPA. +For purposes of this engagement, we are not responsible for updating or reissuing any +reports or opinions on any historical financial information used in compiling the Unaudited +Pro Forma Financial Information, nor have we, in the course of this engagement, +performed an audit or review of the financial information used in compiling the Unaudited +Pro Forma Financial Information. +The purpose of unaudited pro forma financial information included in a prospectus is +solely to illustrate the impact of a significant e vent or transaction on unadjusted financial +information of the Group as if the event had occurred or the transaction had been +undertaken at an earlier date selected for pur poses of the illustration. Accordingly, we do +not provide any assurance that the actual outcome of the proposed initial public offering at +31 December 2025 would have been as presented. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +–I I - 4– + + +--- page 437 --- +A reasonable assurance engagement to report on whether the unaudited pro forma +financial information has been properly comp iled on the basis of the applicable criteria +involves performing procedures to assess wh ether the applicable criteria used by the +Directors in the compilation of the unaudited pro forma financial information provide a +reasonable basis for presenting the significant effects directly attributable to the event or +t r a n s a c t i o n ,a n dt oo b t a i ns u f f i c i e nt appropriate evidence about whether: +. The related pro forma adjustments give app ropriate effect to those criteria; and +. The unaudited pro forma financial informat ion reflects the proper application of +those adjustments to the unadj usted financial information. +The procedures selected depend on the reporting accountants’ judgement, having +regard to the reporting accountants’ understanding of the nature of the company, the event +or transaction in respect of which the unaudi ted pro forma financial information has been +compiled, and other relevant e ngagement circumstances. +The engagement also involves evaluating the overall presentation of the unaudited pro +forma financial information. +We believe that the evidence we have obtained is sufficient and appropriate to provide +a basis for our opinion. +Our work has not been carried out in accordance with auditing standards or other +standards and practices generally accepted in the United States of America or auditing +standards of the Public Company Accounting Oversight Board (United States) or standards +and practices of any professional body in any other overseas jurisdiction and accordingly +should not be relied upon as if it had been carried out in accordance with those standards +and practices. +Opinion +In our opinion: +(a) the Unaudited Pro Forma Financial Information has been properly compiled by +the Directors on the basis stated; +(b) such basis is consistent with the accounting policies of the Group; and +(c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma +Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing +Rules. +Rongcheng (Hong Kong) CPA Limited +Certified Public Accountants +LO, Chi Kin +Practising Certificate Number P08415 +Hong Kong +12 June 2026 +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +–I I - 5– + + +--- page 438 --- +The following is the text of a letter and valuation report prepared for the purpose of +incorporation in this prospectus received from Knight Frank Petty Limited, an independent +property valuer, in connection with its opinion of the value of property interest held by the +Company as at 30 April 2026. +12 June 2026 +Shenzhen Senior Technology Material Co., Ltd. +Gongming Office +Tianyuan Road North +Guangming District +Shenzhen +the PRC +The Directors +Dear Sirs +Valuation of Portion of Shenzhen Manufacturing Base located on the north of Minsheng +Boulevard and the west of Tianyuan Road, Matian Jiedao, Guangming District, Shenzhen, +The People’s Republic of China (the ‘‘Property’’) +In accordance with the instructions of She nzhen Senior Technology Material Co., Ltd. +(hereinafter referred to as ‘‘the Company ’’) for us to value the Property in the People’s +Republic of China (the ‘‘ PRC’’), we confirm that we have carried out inspection, made +relevant enquiries and obtained such further information as we consider necessary for the +purpose of providing you with our opinion of the market value of the Property as at 30 +April 2026 (the ‘‘ Valuation Date ’’). +Basis of Valuation +Our valuation is our opinion of the market value of the Property, which we would +define as intended to mean ‘‘the estimated amount for which an asset or liability should +exchange on the Valuation Date between a w illing buyer and a willing seller in an arm’s +length transaction, after proper marke ting and where the parties had each acted +knowledgeably, prudently and without compulsion.’’ +Market value is understood as the value of a n asset or liability estimated without +regard to the seller ’s costs of sale or the buyer’s costs of purchase and without adjustment +for any taxes payable by either party as a direct result of the transaction. +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 1– + + +--- page 439 --- +Market value is the most probable price reasonably obtainable in the market on the +Valuation Date in keeping with the market value definition. It is the best price reasonably +obtainable by the seller and the most advantageous price reasonably obtainable by the +buyer. This estimate specifically excludes an est imated price inflated or deflated by special +terms or circumstances such as atypical financ ing, sale and leaseback arrangements, special +considerations or concessions granted by anyone associated with the sale, or any element of +value available only to a specific owner or purchaser. +In preparing our valuation report, we have complied with ‘‘The HKIS Valuation +Standards 2024’’ issued by the Hong Kong Institute of Surveyors and ‘‘The RICS Valuation +— Global Standards’’ issued by the Royal Institution of Chartered Surveyors and the +requirements contained in the relevant prov isions of Chapter 5 and Practice Note 12 of the +Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong +Limited. +Valuation Methodology +In undertaking our valuation of the Property in existing state by Income Approach — +Term & Reversion, we have valued the Property by capitalising the amount of net income +receivable under the current terms of tenancies. Reference would then be made to any +potential changes in rental income on reversion. Both the term and reversion are capitalised +by the market capitalisation rates, which re flect the rate of investment return, effect of +inflation and prospect of rental growth, if any. +Title Documents and Encumbrances +We have been provided by the Company with extracts of title documents relating to the +Property. However, we have not inspected the original documents to ascertain any +amendments which may not appear on the copies handed to us by the Company. In the +course of our valuation, we have relied on the information given by the Company and its +PRC legal adviser, King & Wood, regarding the title and other legal matters relating to the +Property. +No allowance has been made in our valuation for any charges, mortgages or amounts +owing on any Property nor for any expenses or taxation which may be incurred in effecting +a sale. Unless otherwise stated, it is assumed t hat the Property is free from encumbrances, +restriction and outgoings of an onerous nature which could affect its value. +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 2– + + +--- page 440 --- +Source of Information +We have relied to a very considerable extent on the information given by the Company +and the legal opinion of the Company’s PRC legal adviser. We have no reason to doubt the +truth and accuracy of the information provided to us by the Company and/or its PRC legal +adviser which is material to the valuation. We have accepted advice given by the Company +on such matters as planning approvals or statuto ry notices, easements, tenure, ownership, +completion dates of buildings, p articulars of occupancy, tenancy summaries, floor and site +areas and all other relevant matters. Dimensions, measurements and areas included in the +valuation report are based on information contained in the documents provided to us and +are therefore only approximations. We have not been able to carry out on-site +measurements to verify the correctness of th e site and floor areas of the Property and we +have assumed that the site and the floor areas shown on the documents handed to us are +correct. We were also advised by the Company that no material facts have been omitted +from the information provided. +Inspection and Structural Condition +We have carried out exterior and, where possible, the interior inspection of the +Property and the inspection was carried out by our Assistant Manager, Wayne Luo, on 23 +March 2026. However, no structural survey has been made, but in the course of our +inspection, we did not note any serious defects. We are not, however, able to report that the +Property is free from rot, infestation or any oth er structural defects. No tests were carried +out on any of the services. +Identity of Property to be valued +We exercised reasonable care and skill (but will not have an absolute obligation to the +Company) to ensure that the Property, id entified by the property address in the +instructions, is the Property inspected by us and contained within our valuation report. +Environmental Issues +We are not environmental specialists and therefore we have not carried out any +scientific investigations of sites or buildings to establish the existence or otherwise of any +environmental contamination, nor have we un dertaken searches of public archives to seek +evidence of past activities that might identify potential for contamination. In the absence of +appropriate investigations and where there is no apparent reason to suspect potential for +contamination, our valuation is prepared on the assumption that the Property is unaffected. +Where contamination is suspected or confirmed, but adequate investigation has not been +carried out and made available to us, th en the valuation will be qualified. +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 3– + + +--- page 441 --- +Compliance with Relevant Ordinances and Regulations +We have assumed that the Property has been constructed, occupied and used in full +compliance with, and without contravention of any ordinances, statutory requirement and +notices except only where otherwise stated. We have further assumed that, for any use of the +Property upon which this report is based, any and a ll required licenses, permits, certificates, +consents, approvals and authorization have been obtained, except only where otherwise +stated. +Remarks +Knight Frank has prepared the valuation based on the information and data available +to us as at the Valuation Date. While the curre nt market is influenced by various policies +and regulations, increased global conflicts could add further fluctuations in real estate +market. It must be recognised that enactment o f emergency measures, changes in mortgage +requirements or international tensions could be immediate and have sweeping impact on the +real estate market apart from typical market variations. It should therefore be noted that +any market violation, policy, ge opolitical and social changes or other unexpected incidents +after the Valuation Date may affect the value of the Property. +Currency +All money amounts stated are in Renminbi (RMB). +Our valuation report is attached. +Yours faithfully +For and on behalf of +Knight Frank Petty Limited +Gary Lau +MHKIS MRICS RPS(GP) RICS +Registered Valuer +Senior Director +Valuation & Advisory +Cyrus Fong FRICS FHKIS RPS(GP) MCIREA +RICS Registered Valuer +Executive Director +Head of Valuation & Advisory, +Greater China +Enc +Notes: +Mr. Cyrus Fong is a fellow member of RICS and HKIS who h as over 18 years of extensive experience in the Real +Estate Industry. He has conducted numerous assignments for different types of properties including development +sites, luxury residential, commercial, industrial prope rties in Hong Kong, UK and Asia Pacific region for various +valuation purposes. +Mr. Gary Lau is a qualified member of RICS and HKIS who has over 16 years of extensive experience in the Real +Estate Industry. He has conducted numerous assignments for different types of properties including development +sites, residential, office, commercial, logistics, school , convention centre and industrial properties in PRC, UK and +Asia Pacific region for various valuation purposes. +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 4– + + +--- page 442 --- +VALUATION REPORT +I n v e s t m e n tp r o p e r t yh e l db yt h eC o m p a n yi nt h eP R C +Property Description and tenure Particulars of occupancy +Market Value in +existing state as at +30 April 2026 +Portion of Shenzhen +Manufacturing Base +located on the north +of Minsheng +Boulevard and the +west of Tianyuan +Road, Matian Jiedao, +Guangming District, +Shenzhen, the +People’s Republic of +China +The Property is an industrial complex +located on the north of Minshi +Boulevard and the west of Tianyuan +Road within Matian Jiedao, +Guangming District, Shenzhen. The +Property is located within the +Shenzhen Manufacturing Base and is +surrounded by industrial +developments and supporting +facilities. The Shenzhen +Manufacturing Base was completed in +between 2011 and 2023. +The Property is erected on two parcels +of land with a total site area of +approximately 51,864.62 sq m and a +total gross floor area (the ‘‘ GFA ’’) of +103,174.46 sq m. Details of the area +are summarized as follows: +Portion of the Property with +a total gross floor area of +approximately 44,688.42 sq +m is subject to various +tenancies, yielding a total +monthly rent of +approximately +RMB1,060,000, exclusive of +VAT. +Portion of the Property with +a total gross floor area of +approximately 7,077.20 sq m +is owner-occupied. +The remaining portion of the +Property remains vacant. +RMB419,000,000 +(RENMINBI FOUR +HUNDRED AND +NINETEEN +MILLION ONLY) +Approximate +GFA +(sq m) +Phase 1 +Block 1 39,764.53 +Block 2 3,312.40 +Block 3 8,828.11 +R&D Factory 13,963.00 +Sub-total 65,868.04 +Phase 2 +Block 3 15,617.22 +Block 4 21,689.20 +Sub-total 37,306.42 +Grand Total: 103,174.46 +The land use rights of the Phase 1 and +Phase 2 of the Property have been +granted for land use rights terms for a +term of 50 years commencing from 1 +January 2010 for industrial use and a +term of 30 years commencing from 22 +October 2015 for general industrial +use respectively. +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 5– + + +--- page 443 --- +Notes: +1. Pursuant to the Real Estate Title Certificate no. Shen Fang Di Zi No. 8000105985 issued by Shenzhen +Real Estate Registration Center dated 4 March 2014, the land use rights of the Property with a site area of +approximately 29,864.39 sq m, and the building owne rship of the Property with a GFA of approximately +65,868.04 sq m, were vested in Shenzhe n Senior Technology Material Co., Ltd. ( 深圳市星源材質科技股份 +有限公司) for a term of 50 years commencing from 1 January 2010 for industrial use. The land use rights +of the Property can only be transferred as a whole and cannot be transferred on a strata-titled basis. +2. Pursuant to two Real Estate Title Certificates nos. Yue (2023) Shen Zhen Shi Bu Dong Chan Quan Di +Nos. 0565153 and 0565154 both issued by Shenzhen Real Estate Registration Center dated 2 August 2023, +the land use rights of the Property with a total site a rea of approximately 22,000.23 sq m, and the building +ownership of the Property with GFA of approximat ely 15,617.22 sq m and 21,689. 20 sq m respectively, +were vested in Shenzhen Senior Technology Material Co., Ltd. ( 深圳市星源材質科技股份有限公司)f o ra +term of 30 years commencing from 22 October 2015 for general industrial use. The land use rights of the +Property can only be transferred as a whole and ca nnot be transferred on a strata-titled basis. +3. According to the information provided by the Comp any, Phase 2 of the Property is subject to mortgage. +4. We have been provided with the Company’s PRC legal adviser’s opinion, which inter-alia, contains the +following: +(i) as of the latest practicable date, the Compa ny has lawfully obtaine d the Real Estate Title +Certificates and legally holds the relevant property rights; +(ii) as of the Latest Practicable Date apart from t he mortgage as mentioned in Note 3, the Property is +free from any other mortgages or encumbrances; and; +(iii) as of the Latest Practicable Date there are no title disputes or potential disputes. +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 6– + + +--- page 444 --- +This appendix contains a summary of the principal provisions of the Articles of +Association of the Company adopted on 19 June 2025, which will take effect upon the +listing of H Shares on the Hong Kong Stock Exchange. The primary purpose of this +appendix is to provide potential investors with an overview of the Articles of Association of +the Company. Accordingly, it may not contain all the information that may be considered +material or relevant by potential investors. +SHARES AND REGISTERED CAPITAL +The issuance of shares by the Company shall follow the principles of openness, +fairness, and impartiality. Each share of the same class shall carry equal rights. Shares of +t h es a m ec l a s si s s u e da tt h es a m et i m es h a l lb eissued under the same conditions and at the +same price. All entities or individuals subscribing for such shares shall pay the same +consideration for each share. +INCREASE, REDUCTION AND REPURCHASE OF SHARE CAPITAL +Increase of Share Capital +The Company may, in accordance with applic able laws and regulations and subject to +a resolution adopted by the General Meeting, increase its share capital as required for its +business operations and development by one or more of the following means: +(i) issuing shares to unspecified investors; +(ii) issuing shares to specific investors; +(iii) distributing bonus shares to existing shareholders; +(iv) converting capital reserves into share capital; and/or +(v) any other methods permitted by law, administrative regulations, and the rules of +the China Securities Regula tory Commission (CSRC). +Reduction of Capital +The Company may reduce its registered capital. Any reduction of registered capital +shall be carried out in accordance with the procedures prescribed by the PRC Company +Law, other applicable laws and regulations, and the Articles of Association. +The Company shall notify its creditors within ten (10) days from the date on which the +resolution for the reduction of registered cap ital is passed by the General Meeting, and shall +make a public announcement within thirty (30) days after the resolution approving the +reduction has been adopted. Creditors shall have the right, within thirty (30) days from the +date of receipt of the notice or, if no such notice is received, within forty-five (45) days from +the date of the public announcement, to require the Company to settle its debts or provide a +corresponding guarantee. +APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY +–I V - 1– + + +--- page 445 --- +Repurchase of Shares +The Company may repurchase its own shares in accordance with applicable laws, +administrative regulations, d epartmental rules and the Articles of Association under any of +the following circumstances: +(i) for the purpose of reducing the Company’s registered capital; +(ii) in connection with a merge with ano ther company that holds shares in the +Company; +(iii) for use in employee stock ownersh ip plans or equity incentive schemes; +(iv) upon request by shareholders who object to resolutions adopted at a general +meeting regarding the merger or divisio n of the Company, requiring the Company +to repurchase their shares; +(v) for conversion into shares of the Company of convertible corporate bonds issued +by the Company; or +(vi) where necessary for the Company to pro tect its value and the shareholders’ equity +interest. +The Company shall not engage in the trading of its own shares except in the +circumstances set out above. +Where the Company repurchases its own shares pursuant to items (i) and (ii) of +paragraph 1, such repurchase shall be subject to a resolution of the general meeting. Where +the repurchase is conducted pursuant to items (iii), (v) and (vi) of paragraph 1, it shall be +approved by a resolution of the Board of Directors passed at a meeting attended by more +than two-thirds (2/3) of the directors. +Where the Company repurchases its own shares in accordance with the provisions of +paragraph 1, the following requirements shall apply: in the case of a repurchase under item +(i), the shares shall be cancelled within ten ( 10) days from the date of repurchase; in the case +of a repurchase under items (ii) or (iv), the shares shall be transferred or cancelled within six +(6) months from the date of repurchase; and in the case of a repurchase under items (iii), (v), +or (vi), the aggregate number of shares held by the Company shall not exceed ten percent +(10%) of the total issued share capital of the Company, and such shares shall be transferred +or cancelled within three (3) years from the date of repurchase. +TRANSFER OF SHARES +Shares issued by the Company prior to its public offering of A shares shall not be +transferred within one (1) year from the date on which the Company’s shares are listed and +traded on the Shenzhen Stock Exchange. +APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY +–I V - 2– + + +--- page 446 --- +Directors and senior management personnel shall declare to the Company their +shareholdings in the Company and any changes thereto. During their term of office, the +annual transfer of their shares of the same class shall not exceed 25% of their total holdings +of such class of shares in the Company. The shares held by such persons shall not be +transferred within one (1) year from the date on which the Company’s shares are listed and +traded. Within six (6) months after their resig nation, such persons shall not transfer the +shares they hold in the Company. +Where laws, administrative regulations or t he listing rules of the stock exchange at the +place where the Company’s shares are listed impose additional restrictions on the transfer +of the Company’s shares, such provisions shall prevail. +The Company shall not accept its shares as the subject matter of a pledge. +RIGHTS AND OBLIGATIONS OF SHAREHOLDERS +Shareholders +The Company shall establish a register of sh areholders based on the records provided +by the securities registration and clearing in stitution. The register of shareholders shall +serve as conclusive evidence of shareholders’ shareholdings in the Company. Shareholders +shall enjoy rights and assume obligations in ac cordance with the class of shares they hold. +Shareholders holding the same class of shares shall be entitled to the same rights and +assume the same obligations. +Rights and Obligations of Shareholders +The shareholders of the Company shall be entitled to the following rights: +(i) to receive dividends and other forms o f distribution in proportion to their +shareholdings; +(ii) to request the convening of, convene, preside over, attend, or appoint proxies to +attend shareholders’ general meetings an d exercise voting rights accordingly; +(iii) to supervise the Company’s operations and submit suggestions or inquiries; +(iv) to transfer, donate, or pledge their shares in accordance with laws, administrative +regulations, and the Articles of Association; +(v) shareholders shall have the right to inspect and make copies of Articles of +Association, the register of shareholders, minutes of general meetings, resolutions +of the Board of Directors, and financial accounting reports. Shareholders who +meet the prescribed requirements may also inspect the Company’s accounting +books and accounting vouchers; +(vi) to participate in the distribution of the Company’s remaining assets in proportion +to their shareholdings upon termination or liquidation of the Company; +APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY +–I V - 3– + + +--- page 447 --- +(vii) to request the Company to repurchase their shares if they object to resolutions of +the shareholders’ general meeting regarding mergers or divisions of the Company; +and +(viii)other rights provided by laws, administ rative regulations, departmental rules, +securities regulatory rules at the place w here the Company’s shares are listed, or +the Articles of Association. +Shareholders’ requesting to inspect or make copies of relevant documents of the +Company shall comply with the PRC Comp any Law, Securities Law of the People’s +Republic of China, and other applicable laws, a dministrative regulations, and securities +regulatory rules where the Company’s shares are listed. +The shareholders of the Company shall undertake the following obligations: +(i) to comply with laws, administrative regulations, and the Articles of Association; +(ii) to pay subscription monies for the shares they have subscribed for, according to +the agreed subscription terms and method; +(iii) not to withdraw their capital contribu tions except as otherwise permitted by laws +or regulations; +(iv) not to abuse shareholder rights to h arm interests of the Company or other +shareholders; not to abuse the Company’s independent legal personality or the +limited liability of shareholders to harm the interests of the Company’s creditors; +and +(v) such other obligations as may be requi red under laws, administrative and the +Articles of Association. +Shareholders who abuse their rights and thereby cause losses to the Company or other +shareholders shall be liable for compensation in accordance with the law. Shareholders who +abuse the Company’s status as an independe nt legal entity and the limited liability of +shareholders to evade debts and thereby materi ally prejudice the interests of the Company’s +creditors shall bear joint and severa l liability for the Company’s debts. +SHAREHOLDERS’ GENERAL MEETING +General rules of the Shareholders’ General Meeting +The Shareholders’ General Meeting is the organ of authority of the Company and +shall, in accordance with the law, exercise the following powers: +(i) to elect and replace directors who are not employee representatives and determine +matters relating to the remuneration of such directors; +(ii) to consider and approve the reports of the Board of Directors; +APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY +–I V - 4– + + +--- page 448 --- +(iii) to consider and approve the Company’ s profit distribution plan and plan for +making up losses; +(iv) to adopt resolutions on the increase or reduction of the registered capital of the +Company; +(v) to adopt resolutions on the issuance of bonds by the Company; +(vi) to adopt resolutions on the merger, division, dissolution, liquidation or change of +corporate form of the Company; +(vii) to amend the Articles of Association; +(viii) to determine matters relating to the repurchase of the Company’s shares in the +circumstances set out in Article 25, paragraph 1, items (i) and (ii) of the Articles of +Association; +(ix) to adopt resolutions on the appointment or dismissal of the accounting firm +responsible for the audit of the Company; +(x) to consider and approve the guarantees as set out in Article 47 of the Articles of +Association; +(xi) to consider and approve any proposed purchase or sale of significant assets by the +Company within one (1) year that exceeds t hirty percent (30%) of the Company’s +total audited assets as at the most recent accounting period; +(xii) to consider and approve equity incentive plans and employee stock ownership +plans; +(xiii) to consider and approve any proposed changes to the use of proceeds raised from +financing activities; +(xiv) to consider and approve transaction-rela ted matters as prescribed in Articles 48 +and 49 of the Articles of Association; and +(xv) to consider and approve other matters that are required by laws, administrative +regulations, departmental rules, the securities regulatory rules of the stock +exchange where the Company’s shares are listed, or the Articles of Association to +be decided by the General Meeting of Shareholders. +The Shareholders’ General Meeting may authorise the Board of Directors to adopt +resolutions on the issuance of bonds by the Company. +APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY +–I V - 5– + + +--- page 449 --- +The Company shall convene an extraordinary general meeting within two (2) months +from the date of occurrence of any of the following circumstances: +(i) the number of directors falls below the statutory minimum required by the PRC +Company Law or less than two-thirds (2/3) of the number of directors as specified +in the Articles of Association; +(ii) the Company’s uncovered losses amount to one-third (1/3) of its total share +capital; +(iii) a shareholder or shareholders holdin g individually or in aggregate ten percent +(10%) or more of the Company’s shares so request; +(iv) the Board of Directors considers it necessary; +(v) the Audit Committee proposes to convene such a meeting; or +(vi) Other circumstances as stipulated by laws, administrative regulations, +departmental rules, he listing rules of the stock exchange(s) where the +Company’s shares or GDRs are listed, or the Articles of Association. +Convening of the General Meeting +The independent directors shall have the right to propose to the Board of Directors to +convene an extraordinary general meeting upon the approval of more than half of all +independent directors. The Board of Directors shall, in accordance with laws, +administrative regulations, the securiti es regulatory rules of the place where the +Company’s shares are listed, and the Articles of Association, provide written feedback +indicating whether it agrees to convene the extraordinary general meeting within ten (10) +days of receiving such a proposal. If the Board of Directors agrees to convene the +extraordinary general meeting, it shall issue a notice of the general meeting within five (5) +days after the resolution of the Board is made. +The Audit Committee shall have the right to propose to the Board of Directors to +convene an extraordinary general meeting and shall submit such proposal in writing. The +Board of Directors shall, in accordance with laws , administrative regulations, the securities +regulatory rules of the place where the Company’s shares are listed, and the Articles of +Association, provide written feedback indicating whether it agrees to convene the +extraordinary general meeting within ten ( 10) days of receiving such a proposal. If the +Board of Directors agrees to convene the extraordinary general meeting, it shall issue a +notice of the general meeting within five (5) days after the resolution of the Board is made. +APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY +–I V - 6– + + +--- page 450 --- +Shareholder(s) individually or jointly holding ten percent (10%) or more of the +Company’s shares may request the Board of Directors to convene an extraordinary general +meeting by submitting such request in writin g. The Board of Directors shall, in accordance +with laws administrative regulations, the lis ting rules of the stock exchange(s) where the +Company’s shares or GDRs are listed, and the Articles of Association, provide written +feedback indicating whether it agrees to convene the extraordinary general meeting within +ten (10) days of receiving such a request. If the Board of Directors agrees, it shall issue a +notice of the general meeting within five ( 5) days after the Board resolution is made. +Where the Board of Directors refuses to c onvene the meeting, or fails to provide +feedback within ten (10) days of receiving the request, the shareholder(s), individually or +jointly holding ten percent (10%) or more of the Company’s shares shall have the right to +submit a written proposal to the Audit Committee to convene the extraordinary general +meeting. +If the Audit Committee agrees to convene the extraordinary general meeting, it shall +issue a notice of the general meeting within five (5) days of receiving the request. Any +changes to the original proposal in the notice shall be subject to the consent of the relevant +shareholder(s). +If the Audit Committee fails to issue such notice within the prescribed period, it shall +be deemed as having refused to convene and preside over the meeting. Shareholder(s) who +have individually or jointly held ten percent (10%) or more of the Company’s shares for +ninety (90) consecutive days or more may convene and preside over the general meeting +themselves. Prior to the announcement of the resolutions passed at the general meeting, the +shareholding ratio of the convening shareholders shall not be less than ten percent (10%). +Notices of General Meeting +The convener shall notify all shareholders of an annual general meeting by way of +announcement at least twenty-one (21) days prior to the date of the meeting, and shall +notify all shareholders of an extraordinary general meeting by way of announcement at +least fifteen (15) days prior to the date of the meeting. +The notice of a general meeting shall include the following particulars: +(i) the date, venue and duration of the meeting; +(ii) the matters and proposals to be subm itted for consideration at the meeting; +(iii) a prominent statement that all share holders are entitled to attend the general +meeting, and may appoint a proxy in writing to attend and vote at the meeting on +their behalf, and that such proxy need not be a shareholder of the Company; +(iv) the record date for determining the shar eholders entitled to attend the meetings; +(v) the name and telephone number of the permanent contact person for the meeting; +and +APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY +–I V - 7– + + +--- page 451 --- +(vi) the time and procedures for voting by way of online or other means; +Resolutions of the General Meeting +Resolutions of the general meeting shall be classified into ordinary resolutions and +special resolutions. +A special resolution shall be passed by more than two-thirds (2/3) of the voting rights +represented by shareholders (including proxies) attending the general meeting. +The following matters shall be approved by way of ordinary resolution at a general +meeting: +(i) the appointment and removal of members of the Board of Directors, as well as +their remuneration and the method of payment; +(ii) the report of the Board of Directors on its work; +(iii) the profit distribution plan and the p lan for making up losses as proposed by the +Board of Directors; +(iv) changes in the use of proceeds raised; +(v) the appointment, remuneration, and dismissal of the accounting firm; and +(vi) other matters that are neither required by laws, administrative regulations, the +securities regulatory rules of the place w here the Company’s shares are listed, nor +by the Articles of Association to be passed by special resolution. +The following matters shall be approved by way of special resolution at a general +meeting: +(i) the increase or reduction of the registered capital of the Company; +(ii) the division, spin-off, merger, dis solution, or liquidation of the Company; +(iii) amendments to the Articles of Association; +(iv) the purchase or sale of significant assets, or provision of guarantees to others +within one year, the value of which exceeds thirty percent (30%) of the Company’s +latest audited total assets; +(v) equity incentive plans; and +(vi) other matters required to be approved by special resolution under laws, +administrative regulations, the securiti es regulatory rules of the place where the +Company’s shares are listed, or the Articles of Association, or other matters that +may have a material impact on the Company as determined by an ordinary +resolution of the general meeting. +APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY +–I V - 8– + + +--- page 452 --- +Shareholders (including those attending by proxy) shall exercise their voting rights +according to the number of voting shares they represent, with one vote for each share. +Shares held by the Company shall not carry voting rights and shall not be counted in +the total number of voting shares represented at the general meeting. +In respect of matters concerning connected t ransactions to be considered at a general +meeting, connected shareholders shall ab stain from voting, and the voting rights +represented by such connected shareholders shall not be counted in the total number of +valid votes. +DIRECTORS AND THE BOARD OF DIRECTORS +Directors +Directors shall be elected or replaced by the General Meeting of Shareholders and shall +serve a term of three (3) years. Upon expiration of their term, Directors may be re-elected +and re-appointed. +Directors may concurrently serve as senior management personnel; however, the +number of Directors concurrently holding senior management positions and those serving +as employee representatives shall not in aggregate exceed one-half (1/2) of the total number +of Directors of the Company. +Board of Directors +Directors of the Company shall be natural persons and may include executive +directors, non-executive directors, and independent directors, including at least one +professional accountant. +The Board of Directors of the Company shall consist of seven (7) directors, including +three (3) independent directors and one (1) e mployee representative director. The Board +shall have one (1) Chairman and may have one (1) Vice Chairman. +The Board of Directors shall exercise the f ollowing powers in accordance with the law +and the provisions of the Articles of Association: +(i) to convene general meetings and report to the general meeting on its work; +(ii) to implement resolutions passed by the general meeting; +(iii) to determine the Company’s busin ess plans and investment proposals; +(iv) to formulate the Company’s profit dis tribution plans and plans for making up +losses; +(v) to formulate plans for increasing or reducing the registered capital of the +Company, and for the issuance of bonds or other securities and listing thereof; +APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY +–I V - 9– + + +--- page 453 --- +(vi) to formulate significant acquisitio n, share repurchase, merger, division, +dissolution, or change of corporate form proposals of the Company; +(vii) to decide on matters including externa l investment, acquisition or disposal of +assets, asset pledges, external guara ntees, entrusted wealth management, +connected transactions, and donations to external parties within the scope +authorised by the general meeting; +(viii) to determine the organisational structure of the Company’s internal management; +(ix) to appoint or dismiss the general manager, the secretary to the Board of Directors, +and other senior management personnel of the Company, and to determine their +remuneration and disciplinary or reward measures; to appoint or dismiss deputy +general managers, the chief financial officer (financial director), and other senior +management personnel based on the nomination by the general manager, and to +determine their remuneration and d isciplinary or reward measures; +(x) to formulate the fundamental management systems of the Company; +(xi) to formulate proposals for amendm ents to the Articles of Association; +(xii) to manage the Company’s information disclosure affairs; +(xiii) to propose to the general meeting the engagement or replacement of the +accounting firm responsible for auditing the Company; +(xiv) to hear the general manager’s work re ports and evaluate the general manager’s +performance; and +(xv) to exercise other powers as provided by laws, administrative regulations, +departmental rules, the securities regulatory rules of the stock exchange where +the Company’s shares are listed, the Art icles of Association, or as authorised by +the general meeting. +The chairman of the Board shall exercise the following functions and powers: +(i) to preside over the General Meetings and to convene and preside over meetings of +the Board of Directors; +(ii) to supervise and inspect the implementation of the resolutions adopted by the +Board of Directors; +(iii) to exercise the powers of the legal representative of the Company; +(iv) to sign important documents of the Board of Directors and other documents that +shall be signed by the legal representative of the Company; +APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY +–I V - 1 0– + + +--- page 454 --- +(v) in case of emergencies such as extraordinary natural disasters or other force +majeure events, to exercise special disposal powers over Company affairs in +compliance with laws and in the best interest of the Company, and to report to the +Board of Directors and the General Meeting afterwards; +(vi) to sign the shares, corporate bonds, and other securities issued by the Company, +unless otherwise provided by laws, regulations, or the securities regulatory +authorities or stock exchanges in the juri sdiction where the Company’s shares or +GDRs are listed; and +(vii) other powers conferred by the Board of Directors or prescribed by the Articles of +Association. +The Board of Directors shall convene no fewer than two (2) meetings each year, which +shall be convened by the Chairman. Written not ice shall be given to all Directors at least +fourteen (14) days prior to the date of the meeting. +An extraordinary meeting of the Board of Directors shall be convened and presided +over by the Chairman within ten (10) days under any of the following circumstances: +(i) when proposed by shareholders representing more than one-tenth (1/10) of the +voting rights; +(ii) when the Chairman deems it necessary; +(iii) when jointly proposed by more tha n one-third (1/3) of the Directors; +(iv) when jointly proposed by more than one-half (1/2) of the independent Directors; +or +(v) when proposed by the Audit Committee. +Notice of an extraordinary Board meeting sha ll be given to all Directors at least three +(3) days before the meeting is held. In cases of emergency where the meeting must be +convened urgently, notice may be given at any time by telephone or other oral means, and +the time limit for giving notice may be waiv ed. However, the convener shall provide an +explanation at the meeting, which shall be recorded in the meeting minutes. +A meeting of the Board of Directors shall be held only when more than one-half of the +Directors are present. A resolution of the Board shall be adopted only by the affirmative +vote of more than one-half of all Directors, unless otherwise provided by laws, regulations, +or the Articles of Association. Voting on Board resolutions shall follow the principle of one +person, one vote. +APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY +–I V - 1 1– + + +--- page 455 --- +AUDIT COMMITTEE +The Board of Directors shall establish an A udit Committee, which shall exercise the +functions and powers of the Supervisory Board as stipulated under the PRC Company Law. +T h eA u d i tC o m m i t t e es h a l lc o n s i s to ft h r e e( 3 )m e m b e r s ,a l lo fw h o ms h a l lb e +non-executive directors or Independent Directors who do not hold any senior management +positions within the Company. Among them, two (2) shall be Independent Directors, and +the convener shall be an accounting professional selected from among the Independent +Directors. +The Audit Committee shall be responsible for reviewing the Company’s financial +information and its disclosure, supervisin g and assessing internal and external audit +activities, and overseeing internal control. The following matters shall be submitted to the +Board of Directors for consideration only after receiving the approval of more than half of +all members of the Audit Committee: +(i) disclosure of financial information in f inancial reports and periodic reports, and +reports on the evaluation of internal controls; +(ii) engagement or dismissal of the accounting firm responsible for the Company’s +audit; +(iii) appointment or dismissal of the C ompany’s chief financial officer; +(iv) changes in accounting policies or account ing estimates, or correction of material +accounting errors, except where such changes result from amendments to +accounting standards; and +(v) other matters as prescribed by laws, ad ministrative regulations, the CSRC, the +securities regulatory rules of the stock e xchange where the Company’s shares are +listed, and the Articles of Association. +Resolutions of the Audit Committee shall be adopted by a majority vote of its +members. +GENERAL MANAGER +The Company shall have one (1) General Manager, who shall be appointed or +dismissed by resolution of the Board of Directors. +The Company may have several Deputy General Managers, who shall also be +appointed or dismissed by resolution of the Board of Directors +APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY +–I V - 1 2– + + +--- page 456 --- +The General Manager shall be accountable to the Board of Directors and shall exercise +the following functions and powers: +(i) to preside over the Company’s production and operational management, organise +the implementation of resolutions of the Board of Directors, and report to the +B o a r do nt h ee x e c u t i o nt h e r e o f ; +(ii) to organise and implement the Company’s annual business plan and investment +proposals; +(iii) to propose the structure of the Compan y’s internal management organisation; +(iv) to propose the Company’s basic management policies; +(v) to formulate specific rules and regulations of the Company; +(vi) to submit proposals to the Board of Directors regarding the appointment or +dismissal of the Deputy General Managers and financial controller (the chief +financial officer); +(vii) to decide on the appointment or dismissal of managerial personnel other than +those whose appointment or dismissal shall be determined by the Board of +Directors; +(viii)to propose the remuneration, welfar e, rewards, and punishments for Company +staff, and to determine the employment and dismissal of employees; +(ix) to, within the authorization of the Board of Directors and in accordance with the +Articles of Association, sign various contracts, agreements, and other legal +documents related to the Company’s daily operations and business activities on +behalf of the Company; and +(x) other powers conferred by the Articles of Association or by the Board of +Directors. +The General Manager shall attend meetings of the Board of Directors as a non-voting +participant. +SECRETARY TO THE BOARD +The Company shall appoint a Board Secretary, who shall be responsible for organising +the meetings of the General Meeting and th e Board of Directors, keeping relevant +documentation, managing the Company’s shareholder information, and handling matters +related to information disclosure. +The Board Secretary shall comply with the relevant provisions of laws, administrative +regulations, departmental rules, the securi ties regulatory rules of the place where the +Company’s shares are listed, and the Articles of Association. +APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY +–I V - 1 3– + + +--- page 457 --- +BORROWING POWER +T h eA r t i c l e so fA s s o c i a t i o nd on o tc o n t a i nany specific provisions regarding how the +Directors may exercise or delegate the power to borrow. However, the Board of Directors +shall have the authority to make proposals in relation to the issuance of bonds of the +Company. +FINANCIAL AND ACCOUNTING SYSTEM +The Company shall formulate its financial and accounting systems in accordance with +applicable laws, administrative regulati ons, and the requirements of relevant state +authorities. +The Company shall submit and disclose its annual reports to the local office of the +CSRC and the stock exchange within four (4) mo nths after the end of each fiscal year. The +Company shall submit and disclose its interim report to the local office of the CSRC and +the stock exchange within two (2) months after the end of the first half of each fiscal year. +The aforementioned annual and interim reports shall be prepared in accordance with +the relevant laws, administrative regulation s, rules of the CSRC, and the regulations of the +stock exchange where the Company’s shares are listed. +PROFIT DISTRIBUTION +The Company shall attach importance to providing reasonable returns to investors, +particularly minority shareholders. On the premise of meeting the funding requirements for +normal business operations, the Company shall formulate a shareholder return plan and +implement a continuous and stable profit distribution policy. +Provided that the conditions for profit d istribution are met, the Company shall +distribute profits once per year. The Company may also conduct interim dividends based on +its profitability and capital needs. The specifi c form and distribution ratio shall be proposed +by the Board of Directors based on the Company’s operating conditions and relevant +regulations, and submitted to the General Meeting for approval. +Profit distribution may take the form of cash, shares, or a combination of both. On the +premise of ensuring the Company’s normal operations, cash dividends shall be the preferred +method of profit distribution. Where the cond itions for cash dividends are satisfied, the +Company shall distribute profits by way of cash dividends. +INTERNAL AUDIT +The Company shall implement an internal audit system. The internal audit department +of the Company shall conduct supervision and inspection of the Company’s business +activities, risk management, internal control, financial information, and other relevant +matters. +APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY +–I V - 1 4– + + +--- page 458 --- +The internal audit system of the Company shall be implemented upon approval by the +Board of Directors and shall be disclosed to the public. The internal audit department shall +be accountable to the Board of Directors. +DISSOLUTION AND LIQUIDATION OF THE COMPANY +The Company may be dissolved for any of the following reasons: +(i) the expiry of the business term specified in the Articles of Association or the +occurrence of any other dissolution event as stipulated therein; +(ii) a resolution on dissolution adopted by the General Meeting; +(iii) dissolution required due to merger or division of the Company; +(iv) revocation of the Company’s business licence, an order for closure, or the +Company being deregistered in accordance with the law; or +(v) where the Company experiences signi ficant difficulties in its operation and +management, and continuation would cause substantial loss to shareholders’ +interests, and such issues cannot be resolved by other means, shareholders holding +ten percent (10%) or more of the total voting rights may petition the People’s +Court to dissolve the Company. +Where dissolution is caused by subparagraphs (i) or (ii) above, and the Company has +not yet distributed its assets to shareholders, it may continue to exist by amending the +Articles of Association or upon resolution of the General Meeting. +If the Company is dissolved pursuant to items (i), (ii), (iv), or (v) above, it shall +proceed with liquidation. The directors shall act as the liquidation obligors and shall form a +liquidation committee within fifteen (15) days from the occurrence of the dissolution event. +The liquidation committee shall be composed of the directors unless otherwise stipulated by +the Articles of Association or resolved by the General Meeting to appoint other persons. +Where no liquidation committee is formed within the prescribed time limit, creditors +may apply to the People’s Court to designate relevant personnel to form a liquidation +committee. +The liquidation committee shall notify the creditors within ten (10) days from the date +of its formation and shall publish an announcement in a provincial or higher-level +newspaper or through the National Enterprise Credit Information Publicity System within +sixty (60) days. Creditors shall declare their claims to the liquidation committee within +thirty (30) days from receipt of the notice, or within forty-five (45) days from the date of +announcement if they did not receive notice. +APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY +–I V - 1 5– + + +--- page 459 --- +If, after verifying the Company’s assets, balance sheet, and asset inventory, the +liquidation committee discovers that the Company’s assets are insufficient to cover its +debts, it shall apply to the People’s Court for b ankruptcy liquidation in accordance with the +law. +Upon acceptance of the bankruptcy application by the Court, the liquidation +committee shall transfer the liquidation matters to the bankruptcy administrator +appointed by the Court. +Upon completion of the liquidation, the liquidation committee shall prepare a +liquidation report for confirmation by the General Meeting or the Court and submit it to +the Company’s registration authority to apply for deregistration. +AMENDMENTS TO THE ARTICLES OF ASSOCIATION +The Company shall amend its Articles of Association under any of the following +circumstances: +(i) where, following an amendment the PRC Company Law or relevant laws and +administrative regulations, any provisions of the Articles of Association conflicts +with such amended laws or regulations; +(ii) where changes occur in the Company’s circumstances, rendering any provision of +the Articles of Association inconsis tent with the actual situation; or +(iii) where the General Meeting r esolves to make an amendment. +APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION OF THE COMPANY +–I V - 1 6– + + +--- page 460 --- +(A) FURTHER INFORMATION ABOUT OUR GROUP +1 Incorporation +Our Company was established as a limited liability company under the laws of the +PRC on 17 September 2003, and was converted into a joint stock limited company on 3 +September 2008. Our Company completed the listing of our A Shares on ChiNext of +the Shenzhen Stock Exchange under the sto ck code 300568 in December 2016 and the +GDR Offering on SIX Swiss Exchange unde r the stock symbol SENIOR in December +2023. +Our Company has established a place of business in Hong Kong at 40/F, Dah Sing +Financial Centre, No. 248 Queen’s Road, East Wan Chai, Hong Kong, and was +registered as a non-Hong Kong company in Hong Kong under Part 16 of the +Companies Ordinance on 11 July 2025. The p lace of business of our Company in Hong +Kong has been changed to 31/F, Tower Two, Times Square, 1 Matheson Street, +Causeway Bay, Hong Kong from 18 May 2026. Mr. Chow Tsz Ho has been appointed +as our agent for the acceptance of service of process and notices on behalf of our +C o m p a n yi nH o n gK o n g . +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 IV to this prospectus, respectively. +2 Changes in Share Capital of our Company +Save as disclosed in ‘‘ History and Corporate Structure ’’ in this prospectus, there +has been no alteration in the share capital of our Company within the two years +immediately preceding the date of this prospectus. +3 Changes in Share Capital of our Subsidiaries +There has been no alteration in the share capital of our subsidiaries within the two +years immediately preceding the date of this prospectus. +4 Resolutions Passed by Our Shareholders’ General Meeting in Relation to the Global +Offering +At the annual general meeting of the Shareholders held on 21 May 2025, the +following resolutions, among other things, were duly passed: +(a) the issue by the Company of H Shares with a nominal value of RMB1.00 each +and such H Shares be listed on the Hong Kong Stock Exchange; +(b) the number of H shares to be issued shall not exceed 15% of the enlarged +share capital of our Company upon completion of the Global Offering; +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 1– + + +--- page 461 --- +(c) subject to the completion of the Global Offering, the Articles of Association +has been approved and adopted, which shall only become effective on the +Listing Date, and our Board has been authorised to amend the Articles of +Association in accordance with any comments from the Stock Exchange and +the relevant PRC regulatory authorities; and +(d) authorising our Board and its authorised persons to handle all relevant +matters relating to, among other things, the Global Offering, the issue of H +Shares and the Listing. +(B) FURTHER INFORMATION ABOUT OUR BUSINESS +1 Summary of Material Contracts +The following are contracts (not being contracts entered into in the ordinary +course of business) entered into by any member of our Group within the two years +immediately preceding the date of this prospectus that are or may be material: +(a) the cornerstone investment agreemen t dated 11 June 2026 entered into among +the Company, Fullgoal Fund Management Co., Ltd. and China Securities +(International) Corporate Finance Company Limited with respect to a +subscription of H Shares at the Offer Price in the aggregate amount of Hong +Kong dollar equivalent of US$7.70 millio n (excluding brokerage fee, the SFC +transaction levy, the Stock Exchange trading fee and the AFRC transaction +levy); +(b) the cornerstone investment agreemen t dated 11 June 2026 entered into among +the Company, GF Fund Management Co., Ltd. ( 廣發基金管理有限公司)a n d +China Securities (International) Co rporate Finance Company Limited with +respect to a subscription of H Shares at the Offer Price in the aggregate +amount of Hong Kong dolla r equivalent of US$3.25 million (excluding +brokerage fee, the SFC transaction levy, the Stock Exchange trading fee and +the AFRC transaction levy); +(c) the cornerstone investment agreemen t dated 11 June 2026 entered into among +the Company, GF International Investment Management Limited ( 廣發國際 +資產管理有限公司) and China Securities (International) Corporate Finance +Company Limited with respect to a su bscription of H Shares at the Offer +Price in the aggregate amount of Hong Kong dollar equivalent of US$3.25 +million (excluding brokerage fee, th e SFC transaction levy, the Stock +Exchange trading fee and the AFRC transaction levy); +(d) the cornerstone investment agreemen t dated 11 June 2026 entered into among +the Company, TAIKANG LIFE INSURANCE CO., LTD ( 泰康人壽保險有 +限責任公司) and China Securities (International) Corporate Finance +Company Limited with respect to a su bscription of H Shares at the Offer +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 2– + + +--- page 462 --- +Price in the aggregate amount of Hong Kong dollar equivalent of US$6.50 +million (excluding brokerage fee, th e SFC transaction levy, the Stock +Exchange trading fee and the AFRC transaction levy); +(e) the cornerstone investment agreemen t dated 11 June 2026 entered into among +the Company, HARVEST INTERNATIONAL PREMIUM VALUE +(SECONDARY MARKET) FUND SPC acting on behalf of and for +HARVEST SYNERGY SP and China Securities (International) Corporate +Finance Company Limited with respect to a subscription of H Shares at the +Offer Price in the aggregate amou nt of HK$44.65 million (including +brokerage fee, the SFC transaction l evy, the Stock Exchange trading fee +a n dt h eA F R Ct r a n s a c t i o nl e v y ) ; +(f) the cornerstone investment agreemen t dated 11 June 2026 entered into among +the Company, SPRINGS CAPITAL ( HONG KONG) LIMITED, and China +Securities (International) Corporate Finance Company Limited with respect +to a subscription of H Shares at the O ffer Price in the aggregate amount of +HK$50.00 million (excluding brokerage fe e, the SFC transaction levy, the +Stock Exchange trading fee and the AFRC transaction levy); +(g) the cornerstone investment agreemen t dated 11 June 2026 entered into among +the Company, CICC FINANCIAL TRADING LIMITED and China +Securities (International) Corporate Finance Company Limited, pursuant +to which CICC FINANCIAL TRADING L IMITED has agreed to subscribe +for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar +equivalent of US$3.00 million (excludin g brokerage fee, the SFC transaction +levy, the Stock Exchange trading fee and the AFRC transaction levy) and +hold such H Shares on a non-discretionary basis to hedge a series of cross +border delta-one OTC swap transact ions entered into by CICC FINANCIAL +TRADING LIMITED, China Internatio nal Capital Corporation Limited +and Gaoteng Enterprise Management Co., Ltd. ( 珠海市高騰企業管理股份有 +限公司); +(h) the cornerstone investment agreemen t dated 11 June 2026 entered into among +the Company, Sunwoda Treasury (Hong Kong) Limited ( 欣旺達財資（香港） +有限公司) and China Securities (Internatio nal) Corporate Finance Company +Limited with respect to a subscription of H Shares at the Offer Price in the +aggregate amount of Hong Kong dolla r equivalent of RMB20.00 million +(excluding brokerage fee, the SFC transaction levy, the Stock Exchange +trading fee and the AFRC transaction levy); +(i) the cornerstone investment agreemen t dated 11 June 2026 entered into among +the Company, JINKOSOLAR INVESTMENT LIMITED ( 晶科能源投資有 +限公司) and China Securities (International) Corporate Finance Company +Limited with respect to a subscription of H Shares at the Offer Price in the +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 3– + + +--- page 463 --- +aggregate amount of HK$40.00 millio n (excluding brokerage fee, the SFC +transaction levy, the Stock Exchange trading fee and the AFRC transaction +levy); +(j) the cornerstone investment agreemen t dated 11 June 2026 entered into among +the Company, Mondeomax Limited and China Securities (International) +Corporate Finance Company Limited with respect to a subscription of H +Shares at the Offer Price in the aggr egate amount of HK$100.00 million +(including brokerage fee, the SFC transaction levy, the Stock Exchange +trading fee and the AFRC transaction levy); +(k) the cornerstone investment agreemen t dated 11 June 2026 entered into among +the Company, Bona Star Consultant Limited and China Securities +(International) Corporate Finance Company Limited with respect to a +subscription of H Shares at the Offer Price in the aggregate amount of +HK$75.00 million (excluding brokerage fe e, the SFC transaction levy, the +Stock Exchange trading fee and the AFRC transaction levy); +(l) the cornerstone investment agreemen t dated 11 June 2026 entered into among +the Company, SINSANWA HOLDINGS (H.K.) CO., LIMITED ( 深三和集 +團（香港）有限公司) and China Securities (International) Corporate Finance +Company Limited with respect to a su bscription of H Shares at the Offer +Price in the aggregate amount of HK$50.00 million (excluding brokerage fee, +the SFC transaction levy, the Stock Exchange trading fee and the AFRC +transaction levy); +(m) the cornerstone investment agreemen t dated 11 June 2026 entered into among +the Company, SHEEN NATION HOLDINGS LIMITED and China +Securities (International) Corporate Finance Company Limited with +respect to a subscription of H Shares at the Offer Price in the aggregate +amount of Hong Kong dolla r equivalent of US$3.00 million (excluding +brokerage fee, the SFC transaction levy, the Stock Exchange trading fee and +the AFRC transaction levy); +(n) the cornerstone investment agreemen t dated 11 June 2026 entered into among +the Company, Mr. Chen Feng ( 陳峰) and China Securities (International) +Corporate Finance Company Limited with respect to a subscription of H +Shares at the Offer Price in the aggregate amount of Hong Kong dollar +equivalent of US$2.00 million (excludin g brokerage fee, the SFC transaction +levy, the Stock Exchange trading fee and the AFRC transaction levy); and +(o) the Hong Kong Underwriting Agreement. +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 4– + + +--- page 464 --- +2 Intellectual Property Rights +(a) Trademarks +As at the Latest Practicable Date, we had registered the following trademarks +which we consider to be or may be material to our business: +No. Trademark +Registered +Owner +Place of +Registration Class +Registration +Number Expiry Date +1. + Our Company PRC 1 8834157 13 March +2032 +2. + Our Company PRC 7 8834190 27 November +2031 +3. + Our Company PRC 17 8834313 13 August +2032 +4. + Our Company PRC 17 11226060 6 February +2035 +5. + Our Company PRC 17 6238397 13 March +2030 +6. + Our Company PRC 17 6395194 20 March +2030 +7. + Our Company PRC 35 8834243 20 November +2032 +8. + Our Company PRC 40 8834287 27 December +2031 +9. + Our Company PRC 10 45390927 6 June 2031 +10. + Our Company PRC 24 45390936 6 November +2032 +(b) Patents +As at the Latest Practicable Date, we had registered the following patents in +the PRC which we consider to be or may be material to our business: +No. Patent Registered Owner Type Patent Number Application Date Expiry Date +1 A polyolefin microporous membrane +preparation method ( 一種聚烯烴微孔 +膜製備方法) +Our Company Invention +patent +200910109633.5 16 November 2009 15 November 2029 +2 A method of preparing polyolefin +microporous membrane with +uniform structure ( 一種結構均勻的聚 +烯烴微孔膜製備方法) +Our Company Invention +patent +200910109634.X 16 November 2009 15 November 2029 +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 5– + + +--- page 465 --- +No. Patent Registered Owner Type Patent Number Application Date Expiry Date +3 Method of regulating the formation of a +polyolefin microporous membrane +and formation of a lithium battery +diaphragm ( 調控聚烯烴微孔膜形成的 +方法和鋰電池隔膜的形成方法) +Our Company Invention +patent +200910189917.X 28 August 2009 27 August 2029 +4 A method of preparing a polyolefin +microporous membrane with +symmetric upper and lower surface +structures ( 一種上下表面結構對稱的 +聚烯烴微孔膜製備方法) +Our Company Invention +patent +200910109637.3 16 November 2009 15 November 2029 +5 Method of forming polypropylene flake +crystals and flake crystal type +polypropylene products ( 聚丙烯片晶 +的形成方法和片晶型聚丙烯製品) +Our Company Invention +patent +200910110691.X 21 October 2009 20 October 2029 +6 Polyolefin microporous membrane +preparation method and its +application ( 聚烯烴微孔膜製備方法及 +其應用) +Our Company Invention +patent +201010542557.X 12 November 2010 11 November 2030 +7 Polyolefin microporous membrane +preparation method and its +application ( 聚烯烴微孔膜製備方法及 +其應用) +Our Company Invention +patent +10–2013–7014611 27 December 2010 26 December 2030 +8 A ceramic coated diaphragm and its +preparation method( 一種陶瓷塗覆隔 +膜及其製備方法) +Foshan Senior Invention +patent +201110438784.2 23 December 2011 22 December 2031 +9 Composite barrier film and its +formation method ( 複合隔離膜及其 +形成方法) +Our Company Invention +patent +201110260066.0 5 September 2011 4 September 2031 +10 A kind of composite diaphragm and its +preparation method ( 一種複合隔膜及 +其製備方法) +Our Company Invention +patent +201310482147.4 15 October 2013 14 October 2033 +11 A kind of polymer inorganic coating +lithium ion battery diaphragm and +its preparation method ( 一種高分子 +無機塗層鋰離子電池隔膜及其製備方 +法) +Our Company Invention +patent +201310675019.1 10 December 2013 9 December 2033 +12 A kind of coated composite diaphragm +and its preparation method ( 一種塗 +層複合隔膜及其製備方法) +Our Company Invention +patent +201310554806.0 7 November 2013 6 November 2033 +13 A method of preparing a microporous +diaphragm and a microporous +diaphragm ( 一種微孔隔膜的製備方法 +及微孔隔膜) +Our Company Invention +patent +201310671834.0 10 December 2013 9 December 2033 +14 A preparation method of high–strength +microporous lithium–ion battery +diaphragm and battery diaphragm +(一種高強度微孔鋰離子電池隔膜的製 +備方法及電池隔膜) +Our Company Invention +patent +201310671838.9 10 December 2013 9 December 2033 +15 Method of preparing ultra–thin +high–strength polyolefin +microporous membrane and +polyolefin microporous membrane +(超薄高強聚烯烴微孔膜的製備方法及 +聚烯烴微孔膜) +Our Company Invention +patent +201410168426.8 23 April 2014 22 April 2034 +16 High solid content aqueous ceramic +paste for lithium ion battery +separator and its processing method +(鋰離子電池隔膜的高固含量水性陶瓷 +漿料及其加工方法) +Our Company Invention +patent +201410670329.9 20 November 2014 19 November 2034 +17 Cooling method for lithium ion battery +diaphragm casting process ( 用於鋰離 +子電池隔膜流延工序的冷卻方法) +Our Company Invention +patent +201510012761.3 8 January 2015 7 January 2035 +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 6– + + +--- page 466 --- +No. Patent Registered Owner Type Patent Number Application Date Expiry Date +18 Preparation method of a high safety +multilayer lithium battery separator +(一種高安全性的多層鋰電池隔膜的製 +備方法) +Our Company Invention +patent +201510366657.4 26 June 2015 25 June 2035 +19 Preparation method of a +high–performance inter–hole coated +diaphragm ( 一種高性能孔間塗覆隔膜 +的製備方法) +Our Company Invention +patent +201510623927.5 25 September 2015 24 September 2035 +20 A dry unidirectional stretch diaphragm +and its preparation method ( 一種乾 +法單向拉伸隔膜及其製備方法) +Our Company Invention +patent +201510736830.5 3 November 2015 2 November 2035 +21 A heat treatment method for dry lithium +diaphragms ( 一種針對乾法鋰電隔膜 +的熱處理方法) +Our Company Invention +patent +201510737504.6 3 November 2015 2 November 2035 +22 A dry unidirectional stretch diaphragm +with uniform pore formation and its +preparation method ( 一種成孔均勻的 +乾 +法單向拉伸隔膜及其製備方法) +Our Company Invention +patent +201510998677.3 28 December 2015 27 December 2035 +23 A highly elastic ion–conducting coating +slurry and its lithium–ion battery +diaphragm preparation method ( 一 +種高彈性導離子塗層漿料及其鋰離子 +電池隔膜製備方法) +Our Company Invention +patent +201511003728.0 28 December 2015 27 December 2035 +24 A kind of poly–4–methyl–1–pentene +lithium ion battery diaphragm and +its preparation method ( 一種聚4–甲 +基–1–戊烯鋰離子電池隔膜及其製備方 +法) +Our Company Invention +patent +201511030230.3 31 December 2015 30 December 2035 +25 A kind of boehmite for lithium battery +diaphragm coating and its +hydrothermal preparation method +(一種鋰電池隔膜塗層用勃姆石及其水 +熱製備方法 +) +Our Company Invention +patent +201610512184.9 30 June 2016 29 June 2036 +26 A method of preparing a porous +polyethylene film ( 一種多孔聚乙烯膜 +的製備方法) +Our Company Invention +patent +201610953135.9 3 November 2016 2 November 2036 +27 A method of preparing a polyolefin +microporous membrane ( 一種聚烯烴 +微孔膜的製備方法) +Our Company Invention +patent +201611090422.8 1 December 2016 30 November 2036 +28 A multilayer microporous membrane +and its preparation method ( 一種多 +層微孔膜及其製備方法) +Our Company Invention +patent +201611257600.1 30 December 2016 29 December 2036 +29 A preparation method of lithium–ion +battery diaphragm ( 一種鋰離子電池 +隔膜的製備方法) +Our Company Invention +patent +201611222663.3 27 December 2016 26 December 2036 +30 A lithium ion battery coated diaphragm +and its preparation method ( 一種鋰 +離子電池塗覆隔膜及其製備方法) +Our Company Invention +patent +201611225191.7 27 December 2016 26 December 2036 +31 A method of preparing a structurally +uniform microporous membrane for +lithium ion batteries ( 一種結構均勻 +的鋰離子電池微孔膜的製備方法) +Our Company Invention +patent +201710315455.6 8 May 2017 7 May 2037 +32 Multi-core/single-shell structure gel +polymer-coated diaphragm and +manufacturing method thereof ( 一種 +多核–單殼結構凝膠聚合物塗覆隔膜及 +其製備方法) +Our Company Invention +patent +201710445470.2 13 June 2017 12 June 2037 +33 Multi-core-single-shell structure of a gel +polymer coated separator and +lithium-ion battery ( 多核–單殼結構 +凝膠聚合物塗覆隔膜及鋰離子電池) +Our Company Invention +patent +15/683674 22 August 2017 25 August 2038 +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 7– + + +--- page 467 --- +No. Patent Registered Owner Type Patent Number Application Date Expiry Date +34 Multi-core-single-shell structure of a gel +polymer coated separator and +lithium-ion battery ( 多核–單殼結構 +凝膠聚合物塗覆隔膜及鋰離子電池) +Our Company, +SENIOR +MATERIAL +(EUROPE) AB +Invention +patent +18793160.5 11 May 2018 10 May 2038 +35 Multi-core/single-shell structure gel +polymer-coated diaphragm, and +manufacturing method and use +thereof ( 一種多核–單殼結構凝膠聚合 +物塗覆隔膜及其製備方法與應用) +Our Company, +SENIOR +MATERIAL +(EUROPE) AB +Invention +patent +PL18793160T 11 May 2018 10 May 2038 +36 Multi-core/single-shell structure gel +polymer-coated diaphragm, and +manufacturing method and use +thereof ( 一種多核–單殼結構凝膠聚合 +物塗覆隔膜及其製備方法與應用) +Our Company, +SENIOR +MATERIAL +(EUROPE) AB +Invention +patent +HUE18793160A 11 May 2018 10 May 2038 +37 Multi-core/single-shell structure gel +polymer-coated diaphragm, and +manufacturing method and use +thereof ( 一種多核–單殼結構凝膠聚合 +物塗覆隔膜及其製備方法與應用) +Our Company, +SENIOR +MATERIAL +(EUROPE) AB +Invention +patent +GB18793160.5 11 May 2018 10 May 2038 +38 Multi-core/single-shell structure gel +polymer-coated diaphragm, and +manufacturing method and use +thereof ( 一種多核–單殼結構凝膠聚合 +物塗覆隔膜及其製備方法與應用) +Our Company, +SENIOR +MATERIAL +(EUROPE) AB +Invention +patent +IT18793160.5 11 May 2018 10 May 2038 +39 Multi-core/single-shell structure gel +polymer-coated diaphragm, and +manufacturing method and use +thereof ( 一種多核–單殼結構凝膠聚合 +物塗覆隔膜及其製 +備方法與應用) +Our Company, +SENIOR +MATERIAL +(EUROPE) AB +Invention +patent +NO18793160.5 11 May 2018 10 May 2038 +40 Multi-core/single-shell structure gel +polymer-coated diaphragm, and +manufacturing method and use +thereof ( 一種多核–單殼結構凝膠聚合 +物塗覆隔膜及其製備方法與應用) +Our Company, +SENIOR +MATERIAL +(EUROPE) AB +Invention +patent +SE18793160.5 11 May 2018 10 May 2038 +41 Multi-core/single-shell structure gel +polymer-coated diaphragm, and +manufacturing method and use +thereof ( 一種多核–單殼結構凝膠聚合 +物塗覆隔膜及其製備方法與應用) +Our Company, +SENIOR +MATERIAL +(EUROPE) AB +Invention +patent +FR18793160.5 11 May 2018 10 May 2038 +42 Multi-core/single-shell structure gel +polymer-coated diaphragm, and +manufacturing method and use +thereof ( 一種多核–單殼結構凝膠 +聚合 +物塗覆隔膜及其製備方法與應用) +Our Company, +SENIOR +MATERIAL +(EUROPE) AB +Invention +patent +DK2018793160T 11 May 2018 10 May 2038 +43 Multi-core/single-shell structure gel +polymer-coated diaphragm, and +manufacturing method and use +thereof ( 一種多核–單殼結構凝膠聚合 +物塗覆隔膜及其製備方法與應用) +Our Company, +SENIOR +MATERIAL +(EUROPE) AB +Invention +patent +FI2018793160T 11 May 2018 10 May 2038 +44 Multi-core/single-shell structure gel +polymer-coated diaphragm, and +manufacturing method and use +thereof ( 一種多核–單殼結構凝膠聚合 +物塗覆隔膜及其製備方法與應用) +Our Company, +SENIOR +MATERIAL +(EUROPE) AB +Invention +patent +DE18793160.5 11 May 2018 10 May 2038 +45 Multi-core/single-shell structure gel +polymer-coated diaphragm, and +manufacturing method and use +thereof ( 一 +種多核–單殼結構凝膠聚合 +物塗覆隔膜及其製備方法與應用) +Our Company, +SENIOR +MATERIAL +(EUROPE) AB +Invention +patent +CH18793160.5 11 May 2018 10 May 2038 +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 8– + + +--- page 468 --- +No. Patent Registered Owner Type Patent Number Application Date Expiry Date +46 Multi-core/single-shell structure gel +polymer-coated diaphragm, and +manufacturing method and use +thereof ( 一種多核–單殼結構凝膠聚合 +物塗覆隔膜及其製備方法與應用) +Our Company Invention +patent +2018–557138 11 May 2018 10 May 2038 +47 Multi-core/single-shell structure gel +polymer-coated diaphragm, and +manufacturing method and use +thereof ( 一種多核–單殼結構凝膠聚合 +物塗覆隔膜及其製備方法與應用) +Our Company Invention +patent +10–2018–7031544 11 May 2018 10 May 2038 +48 Preparation method of a multilayer +microporous membrane for lithium +ion batteries ( 一種鋰離子電池用多層 +微孔膜的製備方法) +Our Company Invention +patent +201710315488.0 8 May 2017 7 May 2037 +49 A preparation method of ceramic and +polymer composite coated lithium +ion diaphragm ( 一種陶瓷和 +聚合物複 +合塗覆鋰離子隔膜及其製備方法) +Our Company Invention +patent +201710470496.2 20 June 2017 19 June 2037 +50 A preparation method of ceramic and +polymer composite coated lithium +ion diaphragm ( 一種陶瓷和聚合物複 +合塗覆鋰離子隔膜及其製備方法) +Our Company Invention +patent +17895498.8 29 December 2017 28 December 2037 +51 A preparation method of ceramic and +polymer composite coated lithium +ion diaphragm ( 一種陶瓷和聚合物複 +合塗覆鋰離子隔膜及其製備方法) +Our Company Invention +patent +PL2017895498T 29 December 2017 28 December 2037 +52 A preparation method of ceramic and +polymer composite coated lithium +ion diaphragm ( 一種陶瓷和聚合物複 +合塗覆鋰離子隔膜及其 +製備方法) +Our Company Invention +patent +DE602017047751 29 December 2017 28 December 2037 +53 A preparation method of ceramic and +polymer composite coated lithium +ion diaphragm ( 一種陶瓷和聚合物複 +合塗覆鋰離子隔膜及其製備方法) +Our Company Invention +patent +NO3644404 29 December 2017 28 December 2037 +54 A preparation method of ceramic and +polymer composite coated lithium +ion diaphragm ( 一種陶瓷和聚合物複 +合塗覆鋰離子隔膜及其製備方法) +Our Company Invention +patent +IT502021000092888 29 December 2017 28 December 2037 +55 A preparation method of ceramic and +polymer composite coated lithium +ion diaphragm ( 一種陶瓷和聚合物複 +合塗覆鋰離子隔膜及其製備方法) +Our Company Invention +patent +17895498.8 29 December 2017 28 December 2037 +56 A preparation method of ceramic and +polymer composite coated lithium +ion diaphragm ( 一 +種陶瓷和聚合物複 +合塗覆鋰離子隔膜及其製備方法) +Our Company Invention +patent +HUE17895498 29 December 2017 28 December 2037 +57 A preparation method of ceramic and +polymer composite coated lithium +ion diaphragm ( 一種陶瓷和聚合物複 +合塗覆鋰離子隔膜及其製備方法) +Our Company Invention +patent +17895498.8 29 December 2017 28 December 2037 +58 A preparation method of ceramic and +polymer composite coated lithium +ion diaphragm ( 一種陶瓷和聚合物複 +合塗覆鋰離子隔膜及其製備方法) +Our Company Invention +patent +17895498.8 29 December 2017 28 December 2037 +59 A preparation method of ceramic and +polymer composite coated lithium +ion diaphragm ( 一種陶瓷和聚合物複 +合塗覆鋰離子隔膜及其製備方法) +Our Company Invention +patent +2018–542702 29 December 2017 28 December 2037 +60 A preparation method of ceramic and +polymer composite coated lithium +ion diaphragm ( 一種陶瓷和聚合物複 +合塗覆鋰離子隔膜及其製備方法) +Our Company Invention +patent +16/078188 29 December 2017 19 July 2038 +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 9– + + +--- page 469 --- +No. Patent Registered Owner Type Patent Number Application Date Expiry Date +61 Dry unidirectional stretching process for +lithium–ion battery separators, +lithium–ion battery separators and +lithium–ion battery ( 鋰離子電池隔膜 +的乾法單向拉伸工藝、鋰離子電池隔 +膜和鋰離子電池) +Our Company Invention +patent +201710741025.0 25 August 2017 24 August 2037 +62 A multilayer composite film and its +preparation method ( 一種多層複合膜 +及其製備方法) +Our Company Invention +patent +201711347873.X 14 December 2017 13 December 2037 +63 A composite lithium battery separator +and its preparation method ( 一種複 +合鋰電池隔膜及其製備方法) +Our Company Invention +patent +201880000766.6 26 June 2018 25 June 2038 +64 A composite lithium battery separator +and its preparation method ( 一種複 +合鋰電池隔膜及其製備方法) +Our Company Invention +patent +2020–570121 26 June 2018 25 June 2038 +65 A composite lithium battery separator +and its preparation method ( +一種複 +合鋰電池隔膜及其製備方法) +Our Company Invention +patent +10–2021–7002501 26 June 2018 25 June 2038 +66 A composite lithium battery separator +and its preparation method ( 一種複 +合鋰電池隔膜及其製備方法) +Our Company Invention +patent +17/254,870 26 June 2018 29 April 2040 +67 A kind of battery, battery diaphragm +and its preparation method ( 一種電 +池、電池隔膜及其製備方法) +Our Company Invention +patent +201810471842.3 16 May 2018 15 May 2038 +68 A kind of battery, battery diaphragm +and its preparation method ( 一種電 +池、電池隔膜及其製備方法) +Our Company, +Jiangsu Senior +Invention +patent +10–2020–7024767 6 May 2019 5 May 2039 +69 A kind of battery, and battery +diaphragm and manufacturing +method therefor ( 一種電池、電池隔 +膜及其製備方法) +Our Company, +Jiangsu Senior +Invention +patent +19802545.4 6 May 2019 5 May 2039 +70 A kind of battery, and battery +diaphragm and manufacturing +method therefor ( 一種電池、電池隔 +膜及其製備方法) +Our Company, +Jiangsu Senior +Invention +patent +DE602019056199 6 May 2019 5 May 2039 +71 A kind of battery, and battery +diaphragm and manufacturing +method therefor ( 一種電池、電池隔 +膜及其製備方法) +Our Company, +Jiangsu Senior +Invention +patent +DK2019802545T 6 May 2019 5 May 2039 +72 A kind of battery, and battery +diaphragm and manufacturing +method therefor ( 一種電池、電池隔 +膜及其製備方法) +Our Company, +Jiangsu Senior +Invention +patent +FI2019802545T 6 May 2019 5 May 2039 +73 A kind of battery, and battery +diaphragm and manufacturing +method therefor ( 一種電池、電池隔 +膜及其製備方法) +Our Company, +Jiangsu Senior +Invention +patent +HUE19802545 6 May 2019 5 May 2039 +74 A kind of battery, and battery +diaphragm and manufacturing +method therefor ( 一種電池、電池隔 +膜及其製備方法) +Our Company, +Jiangsu Senior +Invention +patent +IT502024000044569 6 May 2019 5 May 2039 +75 A kind of battery, and battery +diaphragm and manufacturing +method therefor ( 一種電池、電池隔 +膜及其製備方法) +Our Company, +Jiangsu Senior +Invention +patent +NO3796418 6 May 2019 5 May 2039 +76 A kind of battery, and battery +diaphragm and manufacturing +method therefor ( 一種電池、電池隔 +膜及其製備方法) +Our Company, +Jiangsu Senior +Invention +patent +PL2019802545T 6 May 2019 5 May 2039 +77 A kind of battery, and battery +diaphragm and manufacturing +method therefor ( 一種電池、電池隔 +膜及其製備方法) +Our Company, +Jiangsu Senior +Invention +patent +19802545.4 6 May 2019 5 May 2039 +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 1 0– + + +--- page 470 --- +No. Patent Registered Owner Type Patent Number Application Date Expiry Date +78 A kind of battery, and battery +diaphragm and manufacturing +method therefor ( 一種電池、電池隔 +膜及其製備方法) +Our Company, +Jiangsu Senior +Invention +patent +19802545.4 6 May 2019 5 May 2039 +79 A kind of battery, and battery +diaphragm and manufacturing +method therefor ( 一種電池、電池隔 +膜及其製備方法) +Our Company, +Jiangsu Senior +Invention +patent +19802545.4 6 May 2019 5 May 2039 +80 A kind of battery, and battery +diaphragm and manufacturing +method therefor ( 一種電池、電池隔 +膜及其製備方法) +Our Company, +Jiangsu Senior +Invention +patent +19802545.4 6 May 2019 5 May 2039 +81 Coating solutions for lithium–ion +batteries, lithium–ion battery +separators and lithium–ion batteries +(用於鋰離子電池的塗佈液、鋰離子電 +池隔膜和鋰離子電池) +Our Company Invention +patent +202111662828.X 31 August 2018 30 August 2038 +82 Coating solutions for lithium–ion +batteries, lithium–ion battery +separators and lithium–ion batteries +(用於鋰離子電池的塗佈液、鋰離子電 +池隔膜和鋰離子電池) +Our Company, +Jiangsu Senior +Invention +patent +2020–567128 23 May 2019 22 May 2039 +83 Coating solutions for lithium–ion +batteries, lithium–ion battery +separators and lithium–ion batteries +(用於鋰離子電池的塗佈液、鋰離子電 +池隔膜和鋰離子電池) +Our Company, +Jiangsu Senior +Invention +patent +10–2020–7036390 23 May 2019 22 May 2039 +84 Coating solutions for lithium–ion +batteries, lithium–ion battery +separators and lithium–ion batteries +(用於鋰離子電池的塗佈液、鋰離子電 +池隔膜和鋰離子電池) +Our Company Invention +patent +201811012528.5 31 August 2018 30 August 2038 +85 A kind of functional diaphragm and its +preparation method ( 一種功能隔膜及 +其製備方法) +Our Company Invention +patent +201811431335.3 26 November 2018 25 November 2038 +86 A ceramic slurry and ceramic coated +diaphragm ( 一種陶瓷漿料和陶瓷塗覆 +隔膜) +Our Company Invention +patent +201910725125.3 7 August 2019 6 August 2039 +87 Diaphragms, their manufacturing +methods, and batteries ( 隔膜及其製 +造方法以及電池) +Our Company Invention +patent +201910416813.1 20 May 2019 19 May 2039 +88 A multilayer polypropylene microporous +membrane and its preparation +method and application ( 一種多層聚 +丙烯微孔膜及其製備方法和應用) +Our Company Invention +patent +202010786045.1 6 August 2020 5 August 2040 +89 Coating paste for lithium ion battery +diaphragm and its preparation +method, lithium ion battery +diaphragm, and lithium ion battery +(鋰離子電池隔膜用塗覆漿料及其 +製備 +方法、鋰離子電池隔膜以及鋰離子電 +池) +Our Company Invention +patent +202010692483.1 17 July 2020 16 July 2040 +90 Compositions, composite diaphragms +and preparation methods thereof, +and lithium ion batteries ( 組合物、 +複合隔膜及其製備方法以及鋰離子電 +池) +Our Company Invention +patent +2022–549092 17 April 2020 16 April 2040 +91 Polypropylene diaphragm, its +preparation method and lithium ion +battery ( 聚丙烯隔膜及其製備方法和 +鋰離子電池) +Our Company Invention +patent +202010484271.4 1 June 2020 31 May 2040 +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 1 1– + + +--- page 471 --- +No. Patent Registered Owner Type Patent Number Application Date Expiry Date +92 A kind of lithium ion battery diaphragm +and its production process ( 一種鋰離 +子電池隔膜及其生產工藝) +Changzhou Senior Invention +patent +202011044739.4 28 September 2020 27 September 2040 +93 Diaphragms, diaphragm rolls, cells and +lithium power batteries ( 隔膜、隔膜 +卷、電芯以及動力鋰電池) +Jiangsu Senior, +Our Company +Invention +patent +202010503541.1 4 June 2020 3 June 2040 +94 Coated slurry, coated diaphragm and +preparation method thereof ( 塗覆漿 +料、塗覆隔膜及其製備方法) +Jiangsu Senior Invention +patent +202110702598.9 23 June 2021 22 June 2041 +95 Coupling agent compositions, ceramic +pastes, and battery separators ( 偶聯 +劑組合物、陶瓷漿料以及電池隔膜) +Jiangsu Senior, +Our Company +Invention +patent +202111012555.4 31 August 2021 30 August 2041 +96 A kind of composite diaphragm and its +preparation method ( 一種複合隔膜及 +其製備方法) +Jiangsu Senior Invention +patent +202110509821.8 10 May 2021 9 May 2041 +97 Diaphragm slitting methods and +adjustment of diaphragm slitting +process parameters ( 隔膜分切方法以 +及隔膜分切工藝參數的調整方法) +Jiangsu Senior Invention +patent +202110498347.3 8 May 2021 7 May 2041 +98 A coating diaphragm drying process ( 一 +種塗層隔膜烘乾工藝) +Jiangsu Senior Invention +patent +202110538609.4 17 May 2021 16 May 2041 +99 Three–layer lithium battery separator +and its preparation method ( 三層鋰 +電池隔膜及其製備方法) +Nantong Senior Invention +patent +2023100232879 9 January 2023 8 January 2043 +100 A method of determining a base film +production process ( 一種基膜生產工 +藝的確定方法) +Changzhou Senior Invention +patent +202410931913.9 12 July 2024 11 July 2044(c) Copyrights +As at the Latest Practicable Date, we had registered the following copyrights +in the nature of works which we consider to be material to our Group’s business: +No. Copyright +Registered +Owner +Registration +Number +Registration +Date Expiry Date +1. Yuanzai ( 源仔) Our Company 2023-F-00254554 27 October +2023 +31 December +2072 +(d) Domain Names +As at the Latest Practicable Date, we owned the following domain names in +the PRC which we consider to be or may be material to our business: +No. Domain Name Registered Owner Expiry Date +1. senior798.com Our Company 4 December 2030 +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 1 2– + + +--- page 472 --- +(C) FURTHER INFORMATION ABOUT OUR DIRECTORS, CHIEF EXECUTIVE +AND SUBSTANTIAL SHAREHOLDERS +1 Particulars of Directors’ Service Contracts and Appointment Letters +Each of the Directors has entered into a service contract or appointment letter +with our Company. The principal particulars of these service contracts and +appointment letters comprise (a) the term of the service; (b) subject to termination +in accordance with their respective term; an d (c) a dispute resolution provision. The +service contracts and appointment lette rs may be renewed in accordance with our +Articles of Association and the applicable laws, rules and regulations from time to +time. +Save as disclosed above, none of the Direc tors has or is proposed to have a service +contract with any member of our Group (other than contracts expiring or determinable +by the relevant employer within one year without the payment of compensation (other +than statutory compensation)). +2 Remuneration of Directors +Save as disclosed in ‘‘ Directors and Senior Management ’’ and under ‘‘Accountants’ +Report — Notes to the Historical Financial Information — 9. Employee Benefit +Expenses ’’ in Appendix I to this prospectus, no Director received other remuneration +or benefits in kind from our Company in respect of each of the years ended 31 +December 2023, 2024 and 2025. +3 Disclosure of Interests +Interests and Short Positions of our Directors in the Registered Capital of our +Company or our Associated Corporations following Completion of the Global +Offering +Immediately following completion of the Global Offering, the interests or +short positions of our Directors and chief executives in the shares, underlying +shares and debentures of our Company or our associated corporations (within the +meaning of Part XV of the SFO), which will have to be notified to our Company +and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO +(including interests and short positions which he/she is taken or deemed to have +under such provisions of the SFO), or which will be required, pursuant to section +352 of the SFO, to be entered in the register referred to therein, or which will be +required, pursuant to the Model Code for Securities Transactions by Directors of +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 1 3– + + +--- page 473 --- +Listed Issuers contained in the Listing Rules, to be notified to our Company and +the Stock Exchange are set out below: +A Shares held as at +the Latest Practicable Date +Shares held immediately following +the completion of the Global Offering (1) +Name of Director Nature of interest Number +Approximate +Percentage +of issued +Shares Number +Approximate +Percentage +of issued A +Shares +Approximate +Percentage +of +total issued +Shares +Prof. Chen Beneficial owner 170,489,491 12.669% 170,489,491 +AS h a r e s +12.669% 11.402% +Interest of spouse 346,700 0.026% 346,700 +AS h a r e s +0.025% 0.023% +Mr. Xu Liqiang +(徐李強) +Beneficial owner 55,000 (3) 0.004% 55,000 +AS h a r e s +0.004% 0.004% +Notes: +(1) The calculations are made assuming that n o changes are made to the issued share capital +of the Company between the Latest Pract icable Date and Listing, and include +19,855,640 A shares repurchased by our Company as of the Latest Practicable Date +pursuant to the repurchase mandate approved by our Board and held in our Company’s +stock repurchase account as treasury shares. +(2) Ms. Chen, as the spouse of Prof. Chen, is interested in 346,700 A Shares. As such, by +virtue of the SFO, Prof. Chen is deemed to be interested in the Shares held by Ms. Chen. +(3) Comprising of (i) 5,000 A Shares underlying the Share Options granted to Mr. Xu +Liqiang under the 2024 Share Incentive Plan ; and (ii) 50,000 A Shares corresponding to +the Restricted Stocks granted to Mr. Xu Liqiang under the 2026 Share Incentive Plan. +Interests and Short Positions Disclosable under Divisions 2 and 3 of Part XV of the +SFO +For information, so far as is known to our Directors or chief executive, of +each person, other than our Directors or chief executive, who immediately +following completion of the Global Offering will have an interest or short position +in the Shares or underlying shares of our Company which would fall to be +disclosed to our Company under the provisions of Divisions 2 and 3 of Part XV of +the SFO, or, is, directly or indirectly, interested in 10% or more of the issued +voting shares of any other member of our Group, please see ‘‘ Substantial +shareholders. ’’ +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 1 4– + + +--- page 474 --- +Interests of substantial shareholders in members of our Group (excluding our +Company) +As at the Latest Practicable Date, to the best knowledge of our Directors, the +following persons (other than members o f our Group) were interested in 10% or +more of the voting rights at general meetings of our subsidiaries: +Name of subsidiary Name of substantial shareholder +Approximate +percentage +of +shareholding +Hefei Senior Hefei Urban Construction Investment +Holdings Co., Ltd. ( 合肥城建投資控股有限 +公司) +30.77% +Hefei Guoxuan High-tech Power Energy Co., +Ltd. ( 合肥國軒高科動力能源有限公司) +27.69% +Foshan Senior Foshan Lanhai Huizhi Investment +Management Co., Ltd. ( 佛山市瀾海匯智 +投資管理有限公司) +40% +Senior-Famous New +Material (Europe) +Gmbh +Famous Industrial Group GmbH 10% +Shenzhen Jingruitong +New Materials Co., +Ltd. ( 深圳市晶銳通新材 +料有限公司) +Shenzhen Jingruitong Material Technology +Partnership Enterprise (Limited +Partnership) ( 深圳市晶銳通材料科技合夥企 +業（有限合夥）) +20% +(D) SHARE INCENTIVE PLANS +The following is a summary of the principal terms of our Share Incentive Plans. The +terms of the Share Incentive Plans are not subject to the provisions of Chapter 17 of the +Listing Rules as they do not involve the grant of options or awards by our Company to +subscribe new Shares or award of Shares after the Listing. +1 Purposes +The purposes of the Share Incentive Plans are to further establish and improve +our long-term incentive mechanism, attrac t and retain outstanding talents, and fully +motivate their enthusiasm and innovation to enhance cohesion and core +competitiveness of our Company. The Share Incentive Plans are implemented to +align the interests of our Shareholders, our Company and our core team members, +which is beneficial to the sustainable development of our Group and ensures the +realisation of our development strategy and business objectives. +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 1 5– + + +--- page 475 --- +2 Type of Share Incentives +Under the 2024 Share Incentive Plan, we may grant Share Options to eligible +participants, and the A Shares underlying the Share Options under the 2024 Share +Incentive Plan can only be issued after the vesting or exercise thereof. +Under the 2026 Share Incentive Plan, we may grant Restricted Stocks to eligible +participants. The A Shares corresponding to the Restricted Stocks granted under the +2026 Share Incentive Plan are repurchased by the Company from the secondary +market. Such Restricted Stocks shall be transferred to eligible participants upon +completion of the grant, but shall remain subject to lock-up restrictions until the +applicable vesting conditions have been satisfied. +3 Administration +Each of the Share Incentive Plans is subject to the approval of our Company’s +general meeting, administration of the Board and the supervision of the independent +non-executive Directors. +4 Participants +Participants under the Share Incentive Plans include (i) Directors and senior +management, (ii) middle-level management personnels, and (iii) core technical or +business employees, but do not include (i) independent non-executive Directors, (ii) +Shareholders who, individually or in aggregate, holding 5% or more of the Shares of +our Company, or actual controller(s) and their respective spouse, parents and children. +Foreign employees of our Group are not included as participants in the 2026 +Share Incentive Plan, but are included under the 2024 Share Incentive Plan. +5 Source and Maximum Number of Shares +The underlying Shares for the Share Options granted under the 2024 Share +Incentive Plan are new A Shares to be issued by our Company. The underlying Shares +for the Restricted Stocks granted under t he 2026 Share Incentive Plan are A Shares +repurchased by the Company from the secondary market. The number of Shares +granted to any individual grantee under all the Share Incentive Plans of our Company +currently in effect shall not exceed 1% of our Company’s total share capital. +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 1 6– + + +--- page 476 --- +Subject to the adjustment mechanisms set out in paragraph 11 below, the +maximum number of Share Options initially available to be granted under the 2024 +Share Incentive Plan and the maximum number of Restricted Stocks granted under the +2026 Share Incentive Plan are as follows: +Share Incentive Plan +Maximum +number of Shares +corresponding +to initial Share +Options/Restricted +Stocks that +may be granted +Maximum +number of Shares +corresponding to +Share Options/ +Restricted Stocks +that are reserved for +and may be +further granted +(1) +2024 Share Incentive Plan 12,630,000 A Shares 370,000 A Shares +2026 Share Incentive Plan 8,580,200 A Shares Not applicable +(2) +Notes: +(1) For the granting conditions of the Share Options, please see ‘‘ (D) Share Incentive Plans — 7. +Conditions to the Grant of Share Options ’’ in this Appendix. +(2) On 31 March 2026, the Shareholders appr oved the grant of all 8,580,200 A Shares +corresponding to the Restricted Stocks under t he 2026 Share Incentive Plan to 63 eligible +participants, the registration of which was completed on 17 April 2026. +Pursuant to the terms of the 2024 Share Incentive Plan, any Share Options (or +portions thereof) reserved for further grants under the 2024 Share Incentive Plan shall +be cancelled if no eligible participant is d etermined within 12 months after the 2024 +Share Incentive Plan is approved at the Shareholders’ meeting on 27 September 2024 +and no further grants under the 2024 Share Incentive Plan may be made after such +period. +Save for the Restricted Stocks and the Share Options that have already been +granted under the Share Incentive Plans and disclosed in this prospectus, there are no +additional Restricted Stocks or Share Options available for grant under the Share +Incentive Plans upon Listing. +6 Term of the Plans and Date of Grant +The term of the 2024 Share Incentive Plan shall commence from the date of the +completion of the grant of Share Options thereunder and continue until the Share +Options are fully exercised or cancelled, wh ichever is earlier, and shall not exceed 48 +months. +The term of the 2026 Share Incentive Plan shall commence from the grant date of +the Restricted Stocks and continue until all Restricted Stocks granted thereunder have +been fully vested or repurchased and cancelled, whichever is earlier, and shall not +exceed 36 months. +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 1 7– + + +--- page 477 --- +The grant date of Share Options under the 2024 Share Incentive Plan and +Restricted Stocks under the 2026 Share Incentive Plan shall be determined by the +Board after the approval of the relevant Share Incentive Plans by the Shareholders at a +general meeting, and must be a trading day of the Shenzhen Stock Exchange. The grant +of Share Options and Restricted Stocks is subject to the approval of the Board and +shall be announced within 60 days after the approval of the Share Incentive Plans at a +general meeting. +7 Conditions to the Grant of Share Options and Restricted Stocks +Share Options under the 2024 Share Incentive Plan and Restricted Stocks under +the 2026 Share Incentive Plan will only be granted to eligible participants if the +following conditions are fulfilled: +(i) with respect to our Company, none of the following circumstances having +occurred: +(A) an audit report with an adverse opinion or a disclaimer of opinion has +been issued by the certified public accountant with respect to our +accountant’s report for the most recent fiscal year; +(B) an audit report with an adverse opinion or a disclaimer of opinion has +been issued by the certified pub lic accountant with respect to the +internal control report contained in accountant’s report for the most +recent fiscal year; +(C) our Company has failed to distribut e profits in accordance with the laws +and regulations, our Articles of Association or our public commitment +within the last 36 months after our listing; +(D) implementation of any share incentive plan is prohibited under +applicable laws and regulations; or +(E) any other circumstances determined by the CSRC. +(ii) with respect to a grantee, none of the following circumstances having +occurred: +(A) he/she has been regarded as an inappropriate participant by a stock +exchange within the last 12 months; +(B) he/she has been regarded as an inappropriate participant by the CSRC +or its local office within the last 12 months; +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 1 8– + + +--- page 478 --- +(C) he/she has been penalised or prohibited from entering into the securities +market by the CSRC or its local office due to material non-compliance +of laws and regulations within the last 12 months; +(D) he/she is not qualified to serve as a director or senior management +according to the PRC Company Law; +(E) he/she is prohibited from participating in any share incentive plans of +listed companies according to app licable laws and regulations; or +(F) any other circumstances determined by the CSRC. +Under the 2024 Share Incentive Plan, no c onsideration is paid/payable for the +eligible participants to be granted Share Options. Under the 2026 Share Incentive Plan, +eligible participants who will be awarded Re stricted Stocks shall pay a consideration of +RMB7.50 per Restricted Stock, which was de termined by the Board with reference to +the higher of (i) 50% of the average trading price of A Shares on the trading day +immediately preceding the announcement of the award of the reserved Restricted +Stocks by the Board; and (ii) 50% of the average trading price of A Shares during 20 +trading days immediately preceding the a nnouncement of the award of the reserved +Restricted Stocks by the Board. +8 Lock-up Arrangements +The lock-up arrangements under the S hare Incentive Plans are determined +according to the Articles of Association a nd applicable PRC laws and regulations: +(i) if the grantee is a Director or a senior management of our Company, the +Shares to be transferred each year during his or her tenure shall not exceed +25% of the total Shares he or she holds. No Shares held by such Director or +senior management may be transferred within six months after termination +of his or her employment; +(ii) if the grantee is a Director or senior management of our Company and their +respective spouse, parents and child(r en), income gained through sale of +Shares of our Company within six months of the purchase or repurchase of +Shares of our Company within six months of the sale, shall belong to our +Company and be reclaimed by the Board; and +(iii) if there is any change in the applicable laws and regulations or the relevant +provisions of the Articles of Association on the foregoing lock-up +requirements within the term of the relevant Share Incentive Plans, the +grantee shall comply with the amended laws and regulations and the Articles +of Association. +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 1 9– + + +--- page 479 --- +9 Vesting and Exercise of Share Options and Restricted Stocks +The Share Options and Restricted Stocks will be vested when (i) the conditions set +out under paragraph 7 above are fulfilled; and (ii) the performance targets of our +Company and the grantees as set out under the relevant Share Incentive Plans are +achieved. The granted Share Options and Restricted Stocks will be vested in +accordance with the schedules under the r elevant Share Incenti ve Plans subject to +the exercise by the grantees as follows: +Share Incentive Plan Vesting schedule +2024 Share +Incentive Plan +Initial Share +Options +The Share Options may be vested and exercised in three +tranches of (i) 50% if the sales volume of our +Company’s lithium-ion battery separator in 2024 +increases by no less than 30% compared to that of +2023, (ii) 30% if the sales volume of our Company’s +lithium-ion battery separator in 2025 increases by no +less than 60% compared to that of 2023, and (iii) 20% +if the sales volume of our Company’s lithium-ion +battery separator in 2026 increases by no less than +137% compared to that of 2023. +Reserved Share +Options +(i) If the reserved Share Options are granted before +the publication of our Company’s report for the +third quarter ended 30 September 2024, the vesting +schedule of the reserved Share Options will be the +same as that of the initial Share Options as +specified above; or +(ii) If the reserved Share Options are granted after the +publication of our Company’s report for the third +quarter ended 30 September 2024, the reserved +Share Options may be vested and exercised in two +tranches of (i) 50% if the sales volume of our +Company’s lithium-ion battery separator in 2025 +increases by no less than 60% compared to that of +2023, and (ii) 50% if the sales volume of our +Company’s lithium-ion battery separator in 2026 +increases by no less than 137% compared to that of +2023. +2026 Share +Incentive Plan +Restricted +Stocks +The Restricted Stocks may be vested in two tranches of +(i) 50% if the net profit attributable to the +Shareholders for the financial year 2026 being not +less than RMB280 million; and (ii) 50% if the net +profit attributable to the Sha reholders for the financial +year 2027 being not less than RMB400 million. +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 2 0– + + +--- page 480 --- +10 Exercise Price +There is no applicable exercise price for Restricted Stocks under the 2026 Share +Incentive Plan. The exercise price of each Share Options under the 2024 Share +Incentive Plan shall not be lower than the nominal value of each A Share and, in +principle, shall not be lower than the higher of (i) 50% of the average trading price of +A Shares on the trading day immediately p receding the announcement of the relevant +Share Incentive Plans; and (ii) 50% of the average trading price of A Shares during the +20 trading days immediately preceding t he announcement of the relevant Share +Incentive Plans. +11 Adjustment +Subject to the other terms and conditions contained in the Share Incentive Plans, +the number and/or exercise price of granted Share Options and the number and/or +consideration of granted Restricted Stocks may be adjusted upon the occurrence of +certain events from the date of the announcem ent of the relevant Share Incentive Plans +to the completion of relevant registration or exercise by the grantees. These events +include, as the case may be, (i) capitalisatio n of reserves, (ii) distribution of stock +dividends, (iii) share subdivision, (iv) share consolidation, (v) rights issue, and (vi) +share issuance. +12 Dividend and Voting Rights +Upon the vesting and exercise of Share Options and the vesting of the Restricted +Stocks in accordance with the relevant Share Incentive Plans, the grantees will be +entitled to exercise the right of Shareholde rs, including but not limited to the right to +receive dividends and right to vote at the general meeting. +13 Outstanding Share Options and Restricted Stocks +As at the Latest Practicable Date, there are no outstanding Restricted Stocks +under the 2026 Share Incentive Plan, while the number of the outstanding Share +Options granted under the 2024 Share Incen tive Plan was 6,602,500, representing +approximately 0.44% of the issued Shares imm ediately following the completion of the +Global Offering. If all outstanding Share Options granted under the 2024 Share +Incentive Plan are fully exercised, the issued and outstanding Shares held by +Shareholders following the Listing will be diluted by approximately 0.44%. The +dilutive effect on our earnings per share will be approximately 0.44%. +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 2 1– + + +--- page 481 --- +The following table sets forth the details of outstanding Share Options granted +under the 2024 Share Incentive Plan to all grantees (including Directors, senior +management members and employees of ou r Company) under the Share Incentive +P l a n sa sa tt h eL a t e s tP r a c t i c a b l eD a t e . +Name of grantee +Position in our +Group Address Date of grant +Number of +outstanding +Share +Options +Exercise Price +(per Share) (4) Vesting schedule (3) Exercise period +Approximate % +of the issued +Shares +immediately +after the Global +Offering (1) +(’000) +Directors or senior management members +Xu Liqiang +(徐李強) +Executive Director Room 2901, No. 6, +Huarun Xingfuli, +Binhu District, +Wuxi, Jiangsu +Province, PRC +10 September +2024 +5 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Xia Jun +(夏鈞) +Senior management +of our Company +15D, No. 2, Lane 777, +Zhongshan South +2nd Road, Xuhui +District, Shanghai, +PRC +10 September +2024 +125 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.01% +Wang Hao +(王浩) +Senior management +of our Company +Room 201, No. 12, +Lane 95, Guoquan +Road, Yangpu +District, Shanghai +10 September +2024 +125 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.01% +Other connected persons +Liu Shougui +(劉守貴) +Chief executive of +our subsidiary +N o .3 ,B u i l d i n g8 , +Green Island +Garden, No. 416, +Binjiang Road, Zhao +Town, Jintang +County, Sichuan +Province, PRC +10 September +2024 +525 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.04% +Wang Changhong +(王昌紅) +Director, chief +executive and +supervisor of our +subsidiaries +China Construction +F i f t hB u r e a uN o .7 +Company Dormitory +Yueyanglou District +Yueyang City, +Hunan Province, +PRC +10 September +2024 +50 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00% +Liu Rui +(劉瑞) +Director and chief +executive of our +subsidiaries +Room D501, Building +1, Honghui Pavilion, +No. 38, Changchun +Road, Gongming +Street, Guangming +District, Shenzhen, +Guangdong +Province, PRC +10 September +2024 +125 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.01% +Liu Weiming +(劉偉明) +Director and chief +executive of our +subsidiary +Room 703, Block C, +No. 11, Weigang +Road, Chancheng +District, Foshan +City, Guangdong +Province, PRC +10 September +2024 +500 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.03% +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 2 2– + + +--- page 482 --- +Name of grantee +Position in our +Group Address Date of grant +Number of +outstanding +Share +Options +Exercise Price +(per Share) (4) Vesting schedule (3) Exercise period +Approximate % +of the issued +Shares +immediately +after the Global +Offering (1) +(’000) +Zhang Yingqiang +(張英強) +Chief executive of +our subsidiary +Dormitory of Wanfeng +Xuji Electronic +Products Factory in +Shajing, Bao’an +District, Shenzhen, +Guangdong +Province, PRC +10 September +2024 +525 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.04% +Xie Yuhua +(謝雨華) +Supervisor of our +subsidiary +402, Block D, Building +1, Phase I, Galaxy +Legend Garden, No. +511 Mintang Road, +Longhua District, +Shenzhen, +Guangdong +Province, PRC +10 September +2024 +125 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.01% +Zhu Jun +(朱儁) +Supervisor of our +subsidiaries +5th Floor, Block A, +Tongfang +Information +Harbour, Lang Shan +Road, Nan Shan +District, Shenzhen, +Guangdong +Province, PRC +10 September +2024 +150 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.01% +Li Zetao +(李澤濤) +Director of our +subsidiaries +Unit 30C, Unit B1, +Building 2, Xindi +Central Garden, +Guangming Street, +Guangming District, +Shenzhen, +Guangdong +Province, PRC +10 September +2024 +40 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Other grantees +Zhang Weiqiang +(張衛強) +Middle-level +management +Group 4, +Dongcaodian +Village, Longmen +Town, Luolong +District, Luoyang, +Henan, PRC +10 September +2024 +50 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Wang Yongguo +(王永國) +Middle-level +management +No.1, Xinglongqian +Street, Yuanbao +District, Dandong, +Liaoning, PRC +10 September +2024 +500 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.03% +Xu Jingying +(徐晶穎) +Middle-level +management +Room 20E, Building 2, +Block A, Phase 2, +Shengshi Jiaxi, +Futian District, +Shenzhen, +Guangdong, PRC +10 September +2024 +250 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.02% +Shen Xiwen +(沈熙文) +Middle-level +management +2103, Block 3, +Building 1, Gaofa +Xi’an Garden, No. +201, Baoyuan South +Road, Baoan +District, Shenzhen, +Guangdong, PRC +10 September +2024 +500 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.03% +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 2 3– + + +--- page 483 --- +Name of grantee +Position in our +Group Address Date of grant +Number of +outstanding +Share +Options +Exercise Price +(per Share) (4) Vesting schedule (3) Exercise period +Approximate % +of the issued +Shares +immediately +after the Global +Offering (1) +(’000) +Li Weiying +(李偉英) +Middle-level +management +No.51, Guangxi Road, +Zhuhui District, +Hengyang, Hunan, +PRC +10 September +2024 +100 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.01% +Zhi Zhifei +(植志飛) +Core technical +(operational) +staff +Room 603, Block 16, +No. 2 Fuqian Road, +Leping Town, +Sanshui District, +Foshan, Guangdong, +PRC +10 September +2024 +100 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.01% +Kang Yong +(康勇) +Middle-level +management +Room 805, Building 1, +Jincheng Garden, +No. 48, Huishadi +2nd Road, Huicheng +District, Huizhou, +Guangdong, PRC +10 September +2024 +100 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.01% +Gao Dongbo +(高東波) +Middle-level +management +No. 11, Qinggong 3rd +Road, Chancheng +District, Foshan, +Guangdong, PRC +10 September +2024 +100 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.02% +19 August 2025 200 RMB3.70 In October 2026 +and 2027 +From August 2025 to +October 2027 +Yan Hongbin +(顏鴻彬) +Core technical +(operational) +staff +5/F, Block A, +Tongfang Xinxi +Port, No. 11, +Langshan Road, +Nanshan District, +Shenzhen, +Guangdong, PRC +10 September +2024 +100 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.01% +Zhu Jijun +(朱 +繼俊) +Middle-level +management +Room 1, No. 42 +Liangjifang Alley, +Baipu Town, Rugao, +Jiangsu, PRC +10 September +2024 +50 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Xiao Wuhua +(肖武華) +Core technical +(operational) +staff +5th Floor, Block A, +Tongfang Xinxi +Port, Langshan +Road, Nanshan +District High-Tech +Industrial Par, +Shenzhen, PRC +10 September +2024 +100 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.01% +Si Junfeng +(司軍峰) +Middle-level +management +Room 1105, Building +5, Nancui Garden, +No. 22, Yuanda +Avenue, Huicheng +District, Huizhou, +Guangdong, PRC +10 September +2024 +100 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.01% +Ping Xiang +(平翔) +Core technical +(operational) +staff +No. 2 Libin Road, +Songshan Lake +Science and +Technology +Industrial Park, +Dongguan, +Guangdong, PRC +10 September +2024 +50 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 2 4– + + +--- page 484 --- +Name of grantee +Position in our +Group Address Date of grant +Number of +outstanding +Share +Options +Exercise Price +(per Share) (4) Vesting schedule (3) Exercise period +Approximate % +of the issued +Shares +immediately +after the Global +Offering (1) +(’000) +Yang Jingde +(楊敬德) +Middle-level +management +Room 601, Block 1, +Yuanhui Road, +Chancheng District, +Foshan, Guangdong, +PRC +10 September +2024 +50 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Wang Xi +(王郗) +Core technical +(operational) +staff +5th Floor, Block A, +Tongfang Xinxi +Port, No. 11 +Langshan Road, +Nanshan District, +Shenzhen, +Guangdong, PRC +10 September +2024 +50 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Huang Xiaoming +(黃曉明) +Middle-level +management +Luban Building, No. +7024 Hongli West +Road, Futian +District, Shenzhen, +Guangdong, PRC +10 September +2024 +500 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.03% +Lin Shengpeng +(林盛鵬) +Core technical +(operational) +staff +House 8, No.6, Xinde +Longxi Xiang, +Haimen Town, +Chaoyang District, +Shantou, +Guangdong, PRC +10 September +2024 +100 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.01% +Wang Jinbo +(王金波) +Core technical +(operational) +staff +Room 2301, Unit B, +Building 4, District +5, Lvcheng Yulan +Guangchang, Wujin +District, Changzhou, +Jiangsu, PRC +10 September +2024 +100 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.01% +Fan Wenhui +(樊文輝) +Core technical +(operational) +staff +No. 24, Dongjia Ziran +Village, Beishan +Village, Jingkou +Township, +Nanchang County, +Nanchang, Jiangxi, +PRC +10 September +2024 +40 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Mao Xiaoyong +(毛小勇) +Core technical +(operational) +staff +Room 401, Unit 2, +Building 15, +Jiangnan Diyi +Cheng, No. 10 +Jinfeng Lu, +Nancheng District, +Dongguan, +Guangdong, PRC +10 September +2024 +40 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Tian Ruhui +(田如輝) +Core technical +(operational) +staff +7th Floor, Block A, +Tongfang Xinxi +Port, No. 11 +Langshan Road, +Nanshan District, +Shenzhen, +Guangdong, PRC +10 September +2024 +40 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 2 5– + + +--- page 485 --- +Name of grantee +Position in our +Group Address Date of grant +Number of +outstanding +Share +Options +Exercise Price +(per Share) (4) Vesting schedule (3) Exercise period +Approximate % +of the issued +Shares +immediately +after the Global +Offering (1) +(’000) +Tan Bin +(譚斌) +Core technical +(operational) +staff +N o .9 ,S e c t i o n4 , +Renmin South +Road, Wuhou +District, Chengdu, +PRC +10 September +2024 +262.5 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.02% +Liu Mengquan +(劉孟權) +Core technical +(operational) +staff +No. 134 Maluan +Village, Kangmei +Town, Dongshan +County, Fujian, +PRC +10 September +2024 +30 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Yu Ping +(余平) +Middle-level +management +No. 888, Jiefang Dong +street, Nanchang +District, Wuxi, +Jiangsu, PRC +10 September +2024 +30 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Lu Dongkui +(魯東奎) +Core technical +(operational) +staff +No. 99, Courtyard +101, Zhengfuqian +Street, Liji +Township, Yancheng +District, Luohe, +Henan, PRC +10 September +2024 +40 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Han Xiaojuan +(韓曉娟) +Core technical +(operational) +staff +5th Floor, Block A, +Tongfang Xinxi +Port, No. 11 +Langshan Road, +Nanshan District, +Shenzhen, +Guangdong, PRC +10 September +2024 +40 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Zhang Chensheng +(張陳晟) +Middle-level +management +Room 110, No. 188 +Minsheng Road, +Gongming Jiedao, +Guangming District, +Shenzhen, +Guangdong, PRC +10 September +2024 +145 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.01%* +Jiang Tao +(江濤) +Middle-level +management +44 Tai Hwan Terrace +Singapore 555271 +10 September +2024 +50 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Su Weifeng +(蘇偉鋒) +Core technical +(operational) +staff +Room 604, No. 20, +Tangyuan Xi Yi +street, Chancheng +District, Foshan, +Guangdong, PRC +10 September +2024 +40 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Sun Hua +(孫華) +Core technical +(operational) +staff +5/F, Block A, +Tongfang Xinxi +Port, No. 11 +Langshan Road, +Nanshan District, +Shenzhen, +Guangdong, PRC +10 September +2024 +30 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Lu Lili +(陸莉莉) +Core technical +(operational) +staff +No. 28, Xitangbei +Xiaozu, Dianxia +Cun, Dujiang Town, +Longnan County, +Ganzhou, Jiangxi, +PRC +10 September +2024 +30 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 2 6– + + +--- page 486 --- +Name of grantee +Position in our +Group Address Date of grant +Number of +outstanding +Share +Options +Exercise Price +(per Share) (4) Vesting schedule (3) Exercise period +Approximate % +of the issued +Shares +immediately +after the Global +Offering (1) +(’000) +Shi Zhenghong +(施正宏) +Middle-level +management +Unit 2103 B, Building +3, Jiahong Shengshi +Huayuan, Zhonglou +District, Changzhou, +Jiangsu, PRC +10 September +2024 +30 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Yu Xingyue +(於星月) +Core technical +(operational) +staff +No. 38, Xucheng Cun, +Hengxi Jiedao, +Jiangning District, +Nanjing, Jiangsu, +PRC +10 September +2024 +30 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Ma Jie +(馬潔) +Core technical +(operational) +staff +No. 26, Dongtouxing, +Xueku Cun, Ehu +Zhen, Xishan +District, Wuxi, +Jiangsu +10 September +2024 +30 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Hu Kun +(胡堃) +Middle-level +management +Building 2, Zhuohong +Gaoerfu Yayuan, +Baohe Road, +Longgang District, +Shenzhen, +Guangdong +10 September +2024 +100 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.01% +Zeng Guanhao +(曾冠皓) +Middle-level +management +Room 103, Unit 1, +No. 14 Qingchun +2nd Street, +Xiangzhou District, +Zhuhai, Guangdong +10 September +2024 +30 RMB3.70 In October 2026 +and 2027 +From September 2024 +to October 2027 +0.00%* +Lin Junwei +(林浚偉) +Core technical +(operational) +staff +5th Floor-1, No. 46 +Kangzhuang Road, +Neighbourhood 15, +Luozhuang Village, +Luodong Town, +Yilan County, +Taiwan Province +19 August 2025 50 RMB3.70 In October 2026 +and 2027 +From August 2025 to +October 2027 +0.00%* +Chen Xuedong ( 陳 +雪棟) +Core technical +(operational) +staff +Room 701, No. 38, +Xin’an Garden +Phase 2, New +District, Wuxi City, +Jiangsu Province +19 August 2025 40 RMB3.70 In October 2026 +and 2027 +From August 2025 to +October 2027 +0.00%* +Li Dan ( 李旦) Core technical +(operational) +staff +Room 609, Building +804, Tongyuan New +Village, No. 190 +Qinghai East Road, +Haimen City, +Jiangsu Province +19 August 2025 40 RMB3.70 In October 2026 +and 2027 +From August 2025 to +October 2027 +0.00%* +Lin Jing ( 林敬) Core technical +(operational) +staff +Datangyuan Group, +Chuangye Village, +Mahu Township, +Feidong County, +Anhui Province +19 August 2025 40 RMB3.70 In October 2026 +and 2027 +From August 2025 to +October 2027 +0.00%* +Total 6,602.5 0.44% +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 2 7– + + +--- page 487 --- +Notes: +(1) Assuming that no changes are made to the issued share capital of the Company between the Latest +Practicable Date and Listing. The calculation of th e percentage includes 19,855,640 A shares repurchased +by our Company as of the Latest Practicable Date pursuant to the repurchase mandate approved by our +Board and held in our Company’s stock re purchase account as treasury shares. +(2) No employee grantees have been granted Share Options in excess of 1% of the issued Shares of our +Company immediately after the Globa l Offering on a stand alone basis. +(3) Please see ‘‘ (D) Share Incentive Plans — 9. Vesting and Exer cise of Share Options and Restricted Stocks ’’ in +this Appendix. +(4) Under the 2024 Share Incentive Plan, no consideration is paid/payable for the eligible participants to be +granted Share Options. Each grantee shall only pay th e consideration at the exercise price upon vesting. +* Denotes less than 0.005% +(E) DISCLAIMER +Save as disclosed in this prospectus: +(i) none of the Directors or the experts named in ‘‘— (F) Other Information — +Consent of Experts’’ of this Appendix has a ny interest, direct or indirect, 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 our Group, or are proposed to be acquired or disposed of by or leased +to any member of our Group; +(ii) there are no bank overdrafts or other similar indebtedness by our Company or +any member of our Group; +(iii) there are no hire purchase commitments, guarantees or other material contingent +liabilities of our Company or any member of our Group; +(iv) our Company is not presently listed on any stock exchange or traded on any +trading system; +(v) no capital of any member of our Group is under option, or is agreed conditionally +or unconditionally to be put under option; and +(vi) there are no contracts or arrangements subsisting at the date of this prospectus in +which a Director is materially interested or which is significant in relation to the +business of our Group. +(F) OTHER INFORMATION +1 Estate Duty +Our Directors have been advised that no material liability for estate duty is likely +to fall upon any member of our Group. +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 2 8– + + +--- page 488 --- +2 Litigation +Save as disclosed in this prospectus, no member of our Group is engaged in any +litigation, arbitration or claim of material im portance, and no litigation, arbitration or +claim of material importance is known to our Directors to be pending or threatened by +or against our Company that would have a material adverse effect on our Company’s +results of operations or financial condition. +3 Sole Sponsor +The Sole Sponsor has made an application on behalf of our Company to the +Listing Committee for listing of, and permission to deal in, the H Shares of our +Company. All necessary arrangements h ave been made to enable the H Shares to be +a d m i t t e di n t oC C A S S . +The Sole Sponsor satisfies the independence criteria applicable to sponsors set out +in Rule 3A.07 of the Listing Rules. +Pursuant to the engagement letter entered into between our Company and the Sole +Sponsor, we have agreed to pay the Sole Sponsor a fee of US$400,000 to act as the +sponsor of our Company in connection with the proposed listing on the Stock +Exchange. +4 Consent of Experts +The qualification of the experts, as defined under the Hong Kong Listing Rules, +who have given opinions in this prospectus are as follows: +Name Qualification +China Securities (International) +Corporate Finance Company +Limited +A licensed corporation to conduct Type 1 +(dealing in securities) and Type 6 (advising +on corporate finance) regulated activities +(as defined under SFO) +King & Wood Legal adviser to our Company as to PRC +laws +Rongcheng (Hong Kong) CPA +Limited +Certified Public Accountants and +Registered Public Interest Entity Auditor +Frost & Sullivan (Beijing) Inc., +Shanghai Branch Co. +an independent professional market +research and consulting company +Miller, Canfield, Paddock and +Stone, P.L.C. +Legal adviser to our Company as to US +laws +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 2 9– + + +--- page 489 --- +Name Qualification +Ashurst Tokyo (Ashurst Horitsu +Jimusho Gaikokuho Kyodo +Jigyo) +Legal adviser to our Company as to U.S. +and EU laws in respect of tariffs +PHANG THAM TEOH & CO Legal adviser to our Company as to +Malaysian laws +Wigge & Partners Law KB Legal adviser to our Company as to +Swedish laws +FRO¨BERG & LUNDHOLM +ADVOKATBYRA˚ AB +Legal adviser to our Company as to +environmental matters in Sweden +Shenzhen Qianhai +PricewaterhouseCoopers Business +Consulting Services Co. Limited +Transfer pricing consultant +Knight Frank Petty Limited Property valuer +As at the Latest Practicable Date, none of the experts named above has any +shareholding in any member of our Group or the right (whether legally enforceable or +not) to subscribe for or to nominate persons to subscribe for securities in any member +of our Group. +Each of the experts named above have given and have not withdrawn their +respective written consent to the issue of thi s prospectus with copies of their reports, +letters, opinions or summaries of opinions (as the case may be) and the references to +their names included herein in the form and context in which they are respectively +included. +5 Binding Effect +This prospectus shall have the effect, if an application is made in pursuance +hereof, of rendering all persons concerned bound by all the provisions (other than the +penal provisions) of sections 44A and 44B of the Companies (Winding Up and +Miscellaneous Provisions) Ordinance so far as applicable. +6 Promoters +The promotors of our Company at the time of our incorporation comprised all of +the 50 then shareholders of our Company as at 3 September 2008 immediately before +our conversion into a joint stock company with limited liability. +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 3 0– + + +--- page 490 --- +Within the two years preceding the date of this prospectus, no cash, securities or +other benefit has been paid, allotted or given or is proposed to be paid, allotted or +given to any promoter in connection with the Global Offering and the related +transactions described in this prospectus. +7 Bilingual Prospectus +The English language and Chinese language versions of this prospectus are being +p u b l i s h e ds e p a r a t e l yi nr e l i a n c eu p o nt h ee x e m p t i o np r o v i d e db ys e c t i o n4o ft h e +Companies (Exemption of Companies and Prospectuses from Compliance with +Provisions) Notice (Chapter 32L of the Laws of Hong Kong). +8 Preliminary Expenses +We have not incurred any material preliminary expenses in relation to the +incorporation of our Company. +9 Compliance Adviser +Our Company has appointed Vast Harbour Corporate Finance Limited (formerly +known as Goldlink Capital (Corporate Finance) Limited) as our compliance adviser in +compliance with Rules 3A.19 of the Listing Rules. +10 No Material Adverse Change +Our Directors confirm that, there has been no material adverse change in our +business, financial condition and results o f operations since 31 December 2025, being +the latest balance sheet date of our consolidated financial statements as set out in the +Accountants’ Report in Appendix I to this prospectus, and up to the date of this +prospectus. +11 Taxation of Holders of H Shares +The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty +if such sale, purchase and transfer are affected on the H Share register of members of +our Company, including in circumstances where such transactions are effected on the +Stock Exchange. The current rate of Hong Kong stamp duty for such sale, purchase +and transfer on each of the purchaser and the seller is 0.1% of the consideration or, if +higher, the fair value of the H Shares being sold or transferred. +12 Related Party Transactions +Our Group entered into the related party transactions within the two years +immediately preceding the date of this pr ospectus as mentioned in ‘‘Accountants’ +Report — Notes to the Historical Financial Information — 38. Related Party +Transactions’’ in Appendix I to this prospectus. +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 3 1– + + +--- page 491 --- +13 Miscellaneous +Save as disclosed in this prospectus: +(i) within the two years immediately preceding the date of this prospectus: +(a) no share or loan capital of our Company or any of our subsidiaries had +been issued or agreed to be issued or proposed to be fully or partly paid +either for cash or a consideration other than cash; +(b) no share or loan capital of our Company or any of our subsidiaries had +been under option or is agreed conditionally or unconditionally to be +put under option; +(c) no commissions, discounts, brokerages or other special terms had been +g r a n t e do ra g r e e dt ob eg r a n t e di nc o n n e c t i o nw i t ht h ei s s u eo rs a l eo f +any share or loan capital of our Company or any of our subsidiaries; +and +(d) no commission had been paid or payable for subscription, agreeing to +subscribe, procuring subscription or agreeing to procure subscription of +any share in or debentures of our Company or any of our subsidiaries; +(ii) there are no founder, management or deferred shares, convertible debt +securities nor any debentures in our Company or any of our subsidiaries; +(iii) there has not been any interruption in the business of our Group which may +have or has had a significant effect on the financial position of our Group in +the 12 months preceding the date of this prospectus; +(iv) none of our Company or any member of our Group has any outstanding +convertible debt securities or debentures; +(v) there is no arrangement under which future dividends are waived or agreed to +be waived; +(vi) save for the A Shares of our Company that are listed on ChiNext of the +Shenzhen Stock Exchange and GDRs of our Company that are listed on SIX +Swiss Exchange, and save for the H Shares to be issued in connection with +the Global Offering, none of the equity and debt securities of our Company, +if any, is listed or dealt with in any other stock exchange nor is any listing or +permission to deal being or proposed to be sought; and +(vii) all necessary arrangements have been made to enable the H shares to be +admitted into CCASS for clearing and settlement. +APPENDIX V STATUTORY AND GENERAL INFORMATION +–V - 3 2– + + +--- page 492 --- +DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG +The documents attached to the copy of this prospectus delivered to the Registrar of +Companies in Hong Kong for registration were: +(a) the written consents referred to in ‘‘ Statutory and General Information — (F) +Other Information — 4 Consents of Experts ’’ in Appendix V to this prospectus; +and +(b) a copy of each of the material contracts referred to in ‘‘ Statutory and General +Information — (B) Further Information about our Business — 1 Summary of +Material Contracts ’’ in Appendix V to this prospectus. +DOCUMENTS AVAILABLE ON DISPLAY +Electronic copies of the following documents will be available for inspection at the +website of the Stock Exchange at +www.hkexnews.hk and our website at www.senior798.com +including the date which is 14 days from the date of this prospectus: +(a) the Articles of Association; +(b) the audited consolidated financial statements of the Group for each of the years +ended 31 December 2023, 2024 and 2025; +(c) the Accountants’ Report from Rongcheng (Hong Kong) CPA Limited, the text of +which is set out in Appendix I to this prospectus; +(d) the report on review of the unaudited interim financial information of our Group +for the three months ended 31 March 2026 from Rongcheng (Hong Kong) CPA +Limited, the text of which is set out in the section headed ‘‘Unaudited Interim +Financial Information’’ in Appendix IA to this prospectus; +(e) the report on the unaudited pro forma financial information of our Group from +Rongcheng (Hong Kong) CPA Limited, the text of which is set out in Appendix II +to this prospectus; +(f) the material contracts referred to in ‘‘ Statutory and General Information — (B) +Further Information about our Business — 1 Summary of Material Contracts ’’ in +Appendix V to this prospectus; +(g) the service contracts and the lette rs of appointment referred to in ‘‘ Statutory and +General Information — (C) FURTHER INFORMATION ABOUT OUR +DIRECTORS, CHIEF EXECUTIVE AN D SUBSTANTIAL SHAREHOLDERS +— 1 Particulars of Directors’ Service Contracts and Appointment Letters ’’ in +Appendix V to this prospectus; +(h) the industry report issued by Frost & Sullivan, a summary of which is set forth in +‘‘Industry Overview ’’ in this prospectus; +APPENDIX VI DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES +AND AVAILABLE ON DISPLAY +–V I - 1– + + +--- page 493 --- +(i) the PRC legal opinions issued by King & Wood, our PRC Legal Adviser on PRC +law, in respect of certain general corporate matters and property interests in the +PRC of our Group; +(j) the US legal opinions issued by Miller, Canfield, Paddock and Stone, P.L.C., our +US legal adviser on US law; +(k) the legal memorandum issued by Ashurst Tokyo (Ashurst Horitsu Jimusho +Gaikokuho Kyodo Jigyo), our legal adviser on U.S. and EU laws as to tariffs; +(l) the Malaysian legal opinions issued by PHANG THAM TEOH & CO, our +Malaysian legal adviser on Malaysian law; +(m) the Swedish legal opinions issued by Wigge & Partners Law KB, our Swedish legal +adviser on Swedish law; +(n) the Swedish legal opinions issued by FRO ¨BERG & LUNDHOLM +ADVOKATBYRA˚ AB, our Swedish legal adviser as to environmental matters; +(o) the transfer pricing report issued by Shenzhen Qianhai PricewaterhouseCoopers +Business Consulting Services Co. Limited, our transfer pricing consultant with +respect to transfer pricing arrangement of our Group; +(p) the Property Valuation Report from K night Frank Petty Limited, the text of +which is set out in Appendix III to this prospectus; +(q) the PRC Company Law, the PRC Securities Law, the Trial Administrative +Measures for Overseas Securities Offering and Listing by Domestic Companies +together with their unoffici al English translation; and +(r) the written consents referred to in ‘‘ Statutory and General Information — (F) +Other information — 4 Consent of experts ’’ in Appendix V to this prospectus. +DOCUMENT AVAILABLE FOR INSPECTION +A full list of the grantees of outstanding Share Options granted under the Share +Incentive Plans, containing all details as required under the Listing Rules and the +Companies (Winding Up and Miscellaneous Provisions) Ordinance, will be made available +for public inspection at the offices of Linklat ers at 11/F, Alexandra House, Chater Road, +Central, Hong Kong, during normal business hours up to and including the date which is 14 +days from the date of this prospectus. +APPENDIX VI DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES +AND AVAILABLE ON DISPLAY +–V I - 2– + + +--- page 494 --- +4IFO[IFO4FOJPS5FDIOPMPHZ.BUFSJBM$P +-UE +ʮ̡ +ʮ̡ +Shenzhen Senior Technology Material Co., Ltd. +(A joint stock company incorporated in the People’s Republic of China with limited liability) +Stock Code6067 +GLOBAL +OFFERING +Sole Sponsor, Sponsor-Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager +Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers +ʮ̡ +Shenzhen Senior Technology Material Co., Ltd. diff --git a/data/hk_ipo.sqlite b/data/hk_ipo.sqlite index 5021213fce5721a0d3e93b798c5c0a8df7263e2f..2a25dd602131c26fa3214374be66bf43e33c864f 100644 GIT binary patch delta 86451 zcmai734DxK`^{vVJ(3{FJya#OR;@`Ws!Bo-MT8)>l4u2`rO0jV5&N20 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re.search(r"\bno\s+over-?allotment\s+option\b", text, flags=re.I): + return 0 + + explicit_shares = integer_after( + r"over-?allotment option.{0,500}?up to\s+([\d][\d,\s]*)\s+(?:additional\s+)?(?:H\s+)?Shares", + text, + ) + if explicit_shares is not None: + return explicit_shares + + if global_offer_shares and re.search(r"over-?allotment option", text, flags=re.I): + if re.search(r"(?:15%|15\s+per\s+cent|fifteen\s+per\s+cent)", text, flags=re.I): + return round(global_offer_shares * 0.15) + return None + + def parse_prospectus_facts(local_path: str) -> ProspectusFacts: text = normalize_pdf_text(first_pdf_text(local_path, 8)) board_lot = integer_after(r"minimum\s*of\s*([\d][\d,\s]*)\s*Hong\s*Kong\s*Offer\s*Shares", text) @@ -422,9 +440,7 @@ def parse_prospectus_facts(local_path: str) -> ProspectusFacts: global_shares = integer_after(r"Number of Offer Shares\s*:?\s+([\d][\d,\s]*)\s+(?:H\s+)?Shares", text) hk_shares = integer_after(r"Number of Hong Kong Offer Shares\s*:?\s+([\d][\d,\s]*)", text) intl_shares = integer_after(r"Number of International Offer Shares\s*:?\s+([\d][\d,\s]*)", text) - over_allotment = None - if global_shares: - over_allotment = round(global_shares * 0.15) + over_allotment = parse_over_allotment_offer_shares(local_path, global_shares) public_pct = round(hk_shares / global_shares, 4) if global_shares and hk_shares else None allotment_date = ( date_after(r"Announcement of the level of indications.*?basis of allocation", text)

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