From eae427d85b90ab7911bdc5f3ef6da41917ed80e0 Mon Sep 17 00:00:00 2001 From: geometrybase Date: Mon, 15 Jun 2026 06:21:16 +0000 Subject: [PATCH] Add PDF text extraction workflow Request: - Provide a way to install or develop a PDF extraction tool for archived HK IPO documents. Changes: - Add requirements.txt with pypdf as the lightweight PDF text extraction dependency. - Add scripts/extract_pdf_text.py to extract text from PDF source_refs into repo-relative data/extracted_text files. - Add extracted text outputs and an extracted_text_manifest snapshot for the six archived HKEXnews PDFs. - Document the extraction workflow in README.md. - Ignore .venv and keep generated SQLite/Python transient files out of git. - Use extracted text to verify the 06106 full prospectus, update source_refs, remove the related data gap, and fill 06106 offering terms. Verification: - Installed python3.14-venv system support, created a local .venv, and installed requirements.txt. - Re-ran scripts/bootstrap_historical_data.py and scripts/extract_pdf_text.py. - Verified extracted text paths and hashes against data/snapshots/extracted_text_manifest.csv. - Verified SQLite integrity and snapshot row counts. - Ran git diff --cached --check and searched durable files for machine-specific absolute paths. --- .gitignore | 1 + README.md | 14 +- .../06106/prospectus_candidate_2026-06-15.txt | 22396 ++++++++++++++++ .../06106/prospectus_notice_2026-06-15.txt | 437 + .../06658/allotment_results_2026-06-12.txt | 833 + .../06658/prospectus_2026-06-05.txt | 20838 ++++++++++++++ ...lobal_offering_announcement_2026-06-09.txt | 443 + .../06675/prospectus_2026-06-09.txt | 20632 ++++++++++++++ data/hk_ipo.sqlite | Bin 45056 -> 45056 bytes data/snapshots/data_gaps.csv | 7 +- data/snapshots/extracted_text_manifest.csv | 7 + data/snapshots/ipo_demand.csv | 4 +- data/snapshots/ipo_master.csv | 8 +- data/snapshots/offering_terms.csv | 8 +- data/snapshots/source_refs.csv | 14 +- requirements.txt | 1 + scripts/bootstrap_historical_data.py | 32 +- scripts/extract_pdf_text.py | 216 + 18 files changed, 65850 insertions(+), 41 deletions(-) create mode 100644 data/extracted_text/06106/prospectus_candidate_2026-06-15.txt create mode 100644 data/extracted_text/06106/prospectus_notice_2026-06-15.txt create mode 100644 data/extracted_text/06658/allotment_results_2026-06-12.txt create mode 100644 data/extracted_text/06658/prospectus_2026-06-05.txt create mode 100644 data/extracted_text/06675/global_offering_announcement_2026-06-09.txt create mode 100644 data/extracted_text/06675/prospectus_2026-06-09.txt create mode 100644 data/snapshots/extracted_text_manifest.csv create mode 100644 requirements.txt create mode 100644 scripts/extract_pdf_text.py diff --git a/.gitignore b/.gitignore index db277c1..8b45ccd 100644 --- a/.gitignore +++ b/.gitignore @@ -1,3 +1,4 @@ +.venv/ __pycache__/ data/*.sqlite-journal data/*.sqlite-shm diff --git a/README.md b/README.md index b446cbe..ace2c1b 100644 --- a/README.md +++ b/README.md @@ -85,8 +85,20 @@ Path rules: SQLite is the embedded source of structured facts. CSV snapshots provide readable Git diffs. Markdown memos preserve the reasoning at each decision point. +## PDF Text Extraction + +Archived PDFs can be converted into searchable text files: + +```bash +python3 -m venv .venv +.venv/bin/python -m pip install -r requirements.txt +.venv/bin/python scripts/extract_pdf_text.py +``` + +The extractor reads PDF paths from `data/hk_ipo.sqlite`, writes derived text files under `data/extracted_text/`, and exports `data/snapshots/extracted_text_manifest.csv` with page counts, text hashes, and extraction status. + ## Git Discipline -The repository uses automatic focused commits for completed project changes. Push only when explicitly requested. +The repository uses automatic focused commits for completed project changes. Before committing, check that unrelated dirty files are not included and that generated durable files use repo-relative paths. diff --git a/data/extracted_text/06106/prospectus_candidate_2026-06-15.txt b/data/extracted_text/06106/prospectus_candidate_2026-06-15.txt new file mode 100644 index 0000000..2afa214 --- /dev/null +++ b/data/extracted_text/06106/prospectus_candidate_2026-06-15.txt @@ -0,0 +1,22396 @@ +--- page 1 --- +Shanghai Seer Intelligent Technology Co., Ltd. +上海仙工智能科技股份有限公司 +Shanghai Seer Intelligent Technology Co., Ltd. +上海仙工智能科技股份有限公司 +GLOBAL OFFERING +Sole Sponsor, Sponsor-Overall Coordinator, Overall Coordinators, Joint Global Coordinators, Bookrunners and Joint Lead Managers +Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers +Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers +Joint Bookrunners and Joint Lead Managers +(A joint stock company established in the People’s Republic of China with limited liability) +Stock Code : 06106 + + +--- page 2 --- +IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. +Shanghai Seer Intelligent Technology Co., Ltd. +ʮ̡ +(A joint stock company established in the People’ s Republic of China with limited liability) +Global Offering +Number of Offer Shares under the Global Offering : 10,497,300 H Shares (subject to the Offer Size +Adjustment Option and the Over-allotment Option) +Number of Hong Kong Offer Shares : 524,900 H Shares (subject to reallocation) +Number of International Offer Shares : 9,972,400 H Shares (subject to reallocation, the Offer +Size Adjustment Option and the Over-allotment +Option) +Offer Price : HK$101.60 per H Share, plus brokerage of 1.0%, AFRC +transaction levy of 0.00015%, SFC transaction levy of +0.0027% and Stock Exchange trading fee of 0.00565% +(payable in full on application in Hong Kong dollars +and subject to refund) +Nominal value : RMB1.00 per H Share +Stock code : 06106 +Sole Sponsor, Sponsor-Overall Coordinator, Overall Coordinators, +Joint Global Coordinators, Bookrunners and Joint Lead Managers +Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers +Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers +Joint Bookrunners and Joint Lead Managers +Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the +contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss h owsoever 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 in Hong Kong and Avai lable on Display” in +Appendix VII, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) +Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no re sponsibility as +to the contents of this prospectus or any other documents referred to above. +The Offer Price will be HK$101.60 per Offer Share unless otherwise announced. +The Overall Coordinators (for themselves and on behalf of the Underwriters) may, where considered appropriate and with our consent, reduce the numbe r of Offer +Shares being offered under the Global Offering and/or the indicative Offer Price below that stated in this prospectus at any time on or prior to the morn ing of the last +day for lodging applications under the Hong Kong Public Offering. In such a case, notices of the reduction in the number of Offer Shares and/or the indic ative Offer +Price will be published on the websites of the Stock Exchange at www.hkexnews.hk +and the Company at www.seer-robotics.ai as soon as practicable following such +decision to make such reduction, and in any event not later than the morning of the day which is the last day for lodging applications under the Hong Kong P ublic +Offering. For more information, see “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares.” +The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscrip tion for, the Hong Kong +Offer Shares, are subject to termination by the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) if certain grounds a rise prior to 8:00 a.m. on +the Listing Date. Such grounds are set out in “Underwriting — Underwriting Arrangements and Expenses — The Hong Kong Public Offering — Grounds for Term ination.” +Prior to making an investment decision, prospective investors should consider carefully all the information set out in this prospectus, including t he risk factors set out in “Risk +Factors.” +The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offe red, sold, pledged or +transferred within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S), except in transactions exempt fr om, or not subject to, the +registration requirements of the U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S. +Our Company is a Specialist Technology Company (as defined in Chapter 18C of the Listing Rules). The securities of Specialist Technology Companies ca rry high +investment risks including risks of share price volatility and inflated valuation due to the difficulty in valuing such companies. Investors should fully understand the +investment risks of a Specialist Technology Company and the risks disclosed by our Company before making their investment decisions. +ATTENTION +We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the p ublic in relation to +the Hong Kong Public Offering. +This prospectus is available on the websites of the Stock Exchange ( www.hkexnews.hk ) and the Company ( www.seer-robotics.ai ). If you require a printed copy of this +prospectus, you may download and print from the website addresses above. +IMPORTANT +June 15, 2026 + + +--- 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 to the public in relation to the Hong Kong +Public Offering. +This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk +under +the “ HKEXnews > New Listings > New Listing Information ” section, and our website at +www.seer-robotics.ai . If you require a printed copy of this prospectus, you may download and +print from the website addresses above. +To apply for the Hong Kong Offer Shares, you may: +(1) apply online through the White Form eIPO service at www.eipo.com.hk ; +(2) apply electronically through the HKSCC EIPO channel and cause HKSCC Nominees to +apply on your behalf by instructing your broker or custodian who is a HKSCC Participant +to give electronic application instructions via HKSCC’s FINI system to apply for the Hong +Kong Offer Shares on your behalf. +We will not provide any physical channels to accept any application for the Hong Kong Offer +Shares by the public. The contents of the electronic version of this prospectus are identical to the +printed prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section +342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. +If you are an intermediary , broker or agent , please remind your customers, clients or principals, +as applicable, that this prospectus is available online at the website addresses above. +See “How to Apply for Hong Kong Offer Shares” for further details of 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 50 Hong Kong Offer Shares and in multiples of that number of Hong Kong +Offer Shares as set out in the table below. +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 upon application for Hong Kong Offer Shares. +IMPORTANT + + +--- page 4 --- +If you are applying through the HKSCC EIPO channel, your broker or custodian may require +you to pre-fund your application in such amount as determined by the broker or custodian , based on +the applicable laws and regulations in Hong Kong. You are responsible for complying with any such +pre-funding requirement imposed by your broker or custodian with respect to the Hong Kong Offer +Shares you applied for. +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$ +50 5,131.24 600 61,574.78 4,000 410,498.54 40,000 4,104,985.45 +100 10,262.46 700 71,837.25 4,500 461,810.86 50,000 5,131,231.80 +150 15,393.69 800 82,099.70 5,000 513,123.18 60,000 6,157,478.15 +200 20,524.93 900 92,362.18 6,000 615,747.81 70,000 7,183,724.52 +250 25,656.17 1,000 102,624.63 7,000 718,372.45 80,000 8,209,970.88 +300 30,787.39 1,500 153,936.95 8,000 820,997.09 90,000 9,236,217.25 +350 35,918.62 2,000 205,249.27 9,000 923,621.72 100,000 10,262,463.60 +400 41,049.86 2,500 256,561.59 10,000 1,026,246.35 150,000 15,393,695.40 +450 46,181.08 3,000 307,873.91 20,000 2,052,492.72 200,000 20,524,927.20 +500 51,312.32 3,500 359,186.22 30,000 3,078,739.08 262,450 +(1) 26,933,835.72 +Notes: +(1) Maximum number of Hong Kong Offer Shares you may apply for. +(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction +levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) +and the SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange +(in the case of the SFC transaction levy, collected by the Stock Exchange on behalf of the SFC; and in the case of the +AFRC transaction levy, collected by the Stock Exchange on behalf of the AFRC). +No application for any other number of the Hong Kong Offer Shares will be considered and any +such application is liable to be rejected. +IMPORTANT + + +--- page 5 --- +If there is any change in the following expected timetable of the Hong Kong Public Offering, +we will issue an announcement on the respective websites of our Company at www.seer-robotics.ai +and the Stock Exchange at www.hkexnews.hk . +Hong Kong Public Offering commences ..................................... 9:00 a.m. on +Monday, June 15, 2026 +Latest time for completing electronic applications +under White Form eIPO service through the designated +website at www.eipo.com.hk (2) .........................................1 1:30 a.m. on +Thursday, June 18, 2026 +Application lists of the Hong Kong Public Offering open (3) ......................1 1:45 a.m. on +Thursday, June 18, 2026 +Latest time for (a) completing payment for +White Form eIPO applications by effecting internet +banking transfer(s) or PPS payment transfer(s) +and (b) giving electronic application instructions to HKSCC +(4) ................ 12:00 noon on +Thursday, June 18, 2026 +If you are instructing your broker or custodian who is a HKSCC Participant to give electronic +application instructions via HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your +behalf, you are advised to contact your broker or custodian for the latest time for giving such +instructions which may be different from the latest time as stated above. +Application lists of the Hong Kong Public Offering close ....................... 12:00 noon on +Thursday, June 18, 2026 +Announcement of the level of +indications of interest in the International Offering, +the level of applications in the Hong Kong Public +Offering and the basis of allocation of the Hong Kong +Offer Shares on our website at www.seer-robotics.ai +(6) and +the website of the Stock Exchange at www.hkexnews.hk ............n o later than 11:00 p.m. on +Tuesday, June 23, 2026 +The results of allocations in the Hong Kong Public Offering (with successful applicants’ +identification document numbers, where appropriate) to be available through a variety of channels, +including: + in the announcement to be posted on our website +and the website of the Stock Exchange at +www.seer-robotics.ai +(6) and www.hkexnews.hk , +respectively .........................................n o later than 11:00 p.m. on +Tuesday, June 23, 2026 + from the designated results of allocations website +at www.iporesults.com.hk +(alternatively: www.eipo.com.hk/eIPOAllotment ) +with a “search by ID” function from .................................1 1:00 p.m. on +Tuesday, June 23, 2026 +to 12:00 midnight on +Monday, June 29, 2026 +EXPECTED TIMETABLE +–i– + + +--- page 6 --- + from the allocation results telephone enquiry +by calling +852 2862 8555 between ....................... 9:00 a.m. and 6:00 p.m. on +Wednesday, June 24, 2026, +Thursday, June 25, 2026, +Friday, June 26, 2026 and +Monday, June 29, 2026 +H Share certificates in respect of wholly or partially successful +applications pursuant to the Hong Kong Public Offering to be +dispatched or deposited into CCASS on or before +(6)...................T uesday, June 23, 2026 +White Form e-Refund payment instructions/refund cheques in respect +of wholly or partially successful applications (if applicable) or +wholly or partially unsuccessful applications pursuant to +the Hong Kong Public Offering to be dispatched on or before +(8) .......W ednesday, June 24, 2026 +Dealings in the H Shares on the Stock Exchange +to commence at ..................................................... 9:00 a.m. on +Wednesday, June 24, 2026 +Notes: +(1) All times refer to Hong Kong local time, except as otherwise stated. +(2) You will not be permitted to submit your application under the White Form eIPO service through the designated website +at www.eipo.com.hk +after 11:30 a.m. on the last day for submitting applications. If you have already submitted your +application and obtained an application reference number from the designated website prior to 11:30 a.m., you will be +permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last +day for submitting applications, when the application lists close. +(3) If there is/are Severe Weather Signal(s) (as defined in “How to Apply for Hong Kong Offer Shares — E. Severe Weather +Arrangements”) in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, June 18, 2026, the +application lists will not open or close on that day. See “How to Apply for Hong Kong Offer Shares — E. Severe Weather +Arrangements.” +(4) Applicants who apply for Hong Kong Offer Shares through HKSCC EIPO channel should refer to “How to Apply for +Hong Kong Offer Shares — A. Application for Hong Kong Offer Shares — 2. Application Channels.” +(5) H Share certificates are expected to be issued on Tuesday, June 23, 2026 but will only become valid evidence of title +provided that the Global Offering has become unconditional in all respects and neither of the Underwriting Agreements +has been terminated in accordance with its terms, which is scheduled to be around Wednesday, June 24, 2026. Investors +who trade the H Shares on the basis of publicly available allocation details before the receipt of H Share certificates and +before they become valid evidence of title do so entirely of their own risk. +(6) None of the websites or any of the information contained on the websites forms part of this prospectus. +(7) White Form e-Refund payment instructions/refund cheques (if applicable) will be issued in respect of wholly or partially +unsuccessful applications and in respect of wholly or partially successful applications. Part of the applicant’s Hong Kong +identity card number or passport number, or, if the application is made by joint applicants, part of the Hong Kong identity +card number or passport number of the first-named applicant, provided by the applicant(s) may be printed on the refund +cheque, if any. Such data would also be transferred to a third party for refund purposes. Banks may require verification of +an applicant’s Hong Kong identity card number or passport number before encashment of the refund cheque. Inaccurate +completion of an applicant’s Hong Kong identity card number or passport number may invalidate or delay encashment of +the refund cheque. +(8) Applicants who have applied for Hong Kong Offer Shares through HKSCC EIPO channel should refer to “How to Apply +for Hong Kong Offer Shares — D. Despatch/Collection of H Share Certificates and Refund of Application Monies” for +details. +Applicants who have applied through the White Form eIPO service and paid their applications monies through single +bank accounts may have refund monies (if any) despatched to the bank account in the form of White Form e-Refund +payment instructions. Applicants who have applied through the White Form eIPO service and paid their application +monies through multiple bank accounts may have refund monies (if any) despatched to the address as specified in their +application instructions in the form of refund cheques by ordinary post at their own risk. +Any uncollected H Share certificates and/or refund cheques will be despatched by ordinary post, at the applicants’ risk, to +the addresses specified in the relevant applications. +Further information is set out in “How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of H Share +Certificates and Refund of Application Monies.” +The above expected timetable is a summary only. Y ou should read carefully the sections +headed “Underwriting”, “Structure of the Global Offering” and “How to Apply for Hong Kong +Offer Shares” for details relating to the structure of the Global Offering, procedures on the +applications for Hong Kong Offer Shares and the expected timetable, including conditions, severe +weather arrangements and the despatch of refund cheques and H Share certificates. +If the Global Offering does not become unconditional or is terminated in accordance with its +terms, the Global Offering will not proceed. In such a case, we will make an announcement as soon as +practicable thereafter. +EXPECTED TIMETABLE +–i i– + + +--- page 7 --- +IMPORTANT NOTICE TO PROSPECTIVE INVESTORS +This prospectus is issued by the Company solely in connection with the Hong Kong Public +Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation of +an offer to buy any security other than the Hong Kong Offer Shares offered by this prospectus +pursuant to the Hong Kong Public Offering. This prospectus may not be used for the purpose of +making, and does not constitute, an offer or invitation in any other jurisdiction or in any other +circumstances. No action has been taken to permit a public offering of the Hong Kong Offer Shares +in any jurisdiction other than Hong Kong and no action has been taken to permit the distribution of +this prospectus in any jurisdiction other than Hong Kong. The distribution of this prospectus for +purposes of a public offering and the offering and sale of the Hong Kong Offer Shares in other +jurisdictions are subject to restrictions and may not be made except as permitted under the +applicable securities laws of such jurisdictions pursuant to registration with or authorization by the +relevant securities regulatory authorities or an exemption therefrom. +You should rely only on the information contained in this prospectus to make your investment +decision. The Hong Kong Public Offering is made solely on the basis of the information contained +and the representations made in this prospectus. We have not authorized anyone to provide you with +information that is different from what is contained in this prospectus. Any information or +representation not contained nor made in this prospectus must not be relied on by you as having +been authorized by the Company, the Sole Sponsor , the Sponsor-Overall Coordinator , the Overall +Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the +Capital Market Intermediaries, the Underwriters, any of our or their respective directors, officers, +employees, agents, or representatives of any of them or any other parties involved in the Global +Offering. Information contained on our website ( www.seer-robotics.ai +) does not form part of this +prospectus. +Page +Expected Timetable ...................................................... i +Contents .............................................................. i i i +Summary ............................................................. 1 +Definitions ............................................................ 1 5 +Glossary of Technical Terms ............................................... 2 4 +Forward-Looking Statements .............................................. 2 8 +Risk Factors ........................................................... 2 9 +Waivers from Strict Compliance with The Listing Rules .......................... 5 7 +Information about this Prospectus and the Global Offering ....................... 6 0 +Directors and Parties Involved in the Global Offering ........................... 6 4 +Corporate Information ................................................... 6 8 +History, Development and Corporate Structure ................................ 7 0 +Industry Overview ...................................................... 8 9 +Regulatory Overview .................................................... 1 0 4 +CONTENTS +– iii – + + +--- page 8 --- +Business .............................................................. 1 1 5 +Relationship with the Controlling Shareholders ................................ 1 9 6 +Directors and Senior Management .......................................... 1 9 9 +Share Capital .......................................................... 2 0 8 +Substantial Shareholders .................................................. 2 1 2 +Financial Information .................................................... 2 1 4 +Future Plans and Use of Proceeds ........................................... 2 5 0 +Cornerstone Investors .................................................... 2 5 5 +Underwriting .......................................................... 2 6 1 +Structure of the Global Offering ............................................ 2 7 3 +How to Apply for Hong Kong Offer Shares ................................... 2 8 2 +Appendix I — Accountants’ Report ...................................... I - 1 +Appendix II — Unaudited Pro Forma Financial Information ................... II-1 +Appendix III — Taxation and Foreign Exchange ............................. III-1 +Appendix IV — Summary of Principal Legal and Regulatory Provisions ........... I V - 1 +Appendix V — Summary of Articles of Association ........................... V - 1 +Appendix VI — Statutory and General Information ........................... VI-1 +Appendix VII — Documents Delivered to the Registrar of Companies +in Hong Kong and Available on Display ..................... VII-1 +CONTENTS +–i v– + + +--- page 9 --- +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 our Offer Shares. In particular , we are a +specialist technology company seeking to list on the Main Board of the Hong Kong Stock Exchange +under Chapter 18C of the Listing Rules because we are unable to meet the requirements under Rule +8.05(1), (2) or (3) of the Listing Rules. There are unique challenges, risks and uncertainties +associated with investing in companies such as ours. In addition, we have incurred a net loss since +our inception, and we may incur a net loss for the foreseeable future. We recorded net cash used in +operating activities within the Track Record Period. We did not declare or pay any dividend during +the Track Record Period and do not anticipate paying any cash dividends in the foreseeable future. +Your investment decision should be made in light of these considerations. +There are risks associated with any investment. Some of the particular risks in investing in our +Shares are set out in the section headed “Risk Factors” in this prospectus. You should read that +section carefully before you decide to invest in our Offer Shares. V arious expressions used in this +section are defined in the sections headed “Definitions” and “Glossary of Technical Terms” in this +prospectus. +OVERVIEW +We are an intelligent robotics company defined by our robotic control systems, or what we call +the “robot brain.” As a key differentiator of our business, our proprietary robotic control technologies +form the foundation of our intelligent robot offerings. Leveraging our market position and technology +in the robot brain, we develop and sell robots, controllers, software and accessories, enabling one-stop +development, acquisition and use of intelligent robots across real-world scenarios. +At the core of every intelligent robot is its control system, which consists of the embedded robotic +controller within the robot and the software deployed in the cloud. The controller governs core robotic +functions such as perception, positioning, decision-making and motion control, and operates through a +layered technology stack that includes vision-language-action (“ VLA”), reinforcement learning, +end-to-end navigation models and simultaneous localization and mapping (“ SLAM”), orchestrating +sensors and actuators to enable autonomous operation. The cloud-based software uses advanced +scheduling and optimization algorithms to assign tasks to a wide range of robots through a unified +communication interface, which coordinates robot actions among different robot types to enable +efficient execution at both individual and fleet levels. +Founded on our expertise in robotic control systems and data accumulated from thousands of +distinct operating conditions, we enable integrators and end customers to adopt intelligent robots with +ease. We have built a broad customer base of over 2,000 integrators and end customers spanning more +than 35 countries and regions. In 2025, we generated 82.7% of our revenue in the Chinese Mainland, +with the remaining portion derived from overseas markets. Integrators incorporate our products into +broader automation solutions by adding components, software and custom engineering to meet their +clients’ specific application needs. End customers include enterprises in various industries. Serving both +segments allows us to stay attuned to evolving industrial demands, refine our products for diverse +applications, expand our market reach and deepen industry expertise. To date, more than 2,000 robot +SUMMARY +–1– + + +--- page 10 --- +models have been deployed through our platform in over 20 sectors, including computers, +communications and consumer electronics (“ 3C”), automotive, automation equipment, new energy, +semiconductors, construction machinery and biopharmaceuticals. +Our Products +We offer controllers, software, robots and accessories all under one roof to simplify development, +acquisition and use for a wide spectrum of industries and applications. All of our robotic controllers, +software, robots and accessories are designated Specialist Technology Products as defined under +Chapter 18C of the Listing Rules. For how our products fall within acceptable sectors of a Specialist +Technology Industry as defined under Chapter 18C of the Listing Rules, see “Business — +Commercialization” for details. +Robotic Controllers +The SRC series controllers, developed in-house and embedded within the robot as the “brain,” +execute core functions such as perception, positioning, decision-making and motion control. They +support advanced capabilities such as SLAM, navigation in changing environments, obstacle avoidance, +visual-semantic recognition and robot and model parameter configuration. By integrating these core +functions within a unified architecture, our SRC series controllers orchestrate and execute substantially +all mission-critical functions of intelligent robots. With broad interface compatibility, the controllers +connect to a wide array of sensors and actuators and run a fusion of intelligent algorithms spanning +visual-language mapping, VLA, reinforcement learning and end-to-end navigation models to drive +autonomous behavior in intelligent robots. +Built to industrial-grade standards, each SRC series controller integrates chips and coprocessors +within a heterogeneous architecture that delivers high-stability, low-latency performance and strong +generalization for various deployment types. As of December 31, 2025, our controllers are compatible +with more than 400 component types, enabling customers to build their own robots like stacking +functional blocks without requiring in-depth knowledge of hardware compatibility or robotics +engineering and thereby accelerating development cycles. +Software +Our proprietary software, hosted on cloud servers and acting as the cloud-based “brain” of the +robot, functions as the central command system for robot fleet operations. It enables full-cycle digital +operations ranging from mission planning, project simulation and intelligent scheduling to decision +support and human−robot collaboration. Our software suite, typically deployed on customers’ private +clouds, includes the M4 smart scheduling and management system and the Meta series of visualization +software. It integrates with enterprise systems to receive operational instructions and connects with +robots to allocate tasks and report execution status. Using a unified communication interface and +standardized controller protocols, the suite enables centralized coordination among heterogeneous fleets +in varied use cases. +Our M4 system innovates to integrate the functions of a fleet management system (“ FMS”), a +warehouse control system (“ WCS”) and a warehouse management system (“ WMS”) into an all-in-one +platform. M4 combines advanced scheduling algorithms, optimization algorithms and an easy-to-use +SUMMARY +–2– + + +--- page 11 --- +development framework, allowing large robot fleets to respond and execute promptly and adapt to +changing business needs. Meta-World, our flagship visualization software powered by 3D-rendering and +visualization technologies, creates a synchronized, real-time virtual replica of physical environments, +enabling visualization of operational status and simulation of process adjustments, thereby enhancing +monitoring efficiency through real-time anomaly detection and improving control efficiency by +allowing pre-deployment testing of modifications in a secure environment. Additionally, we have +developed a simulation platform based on world models, which enables the construction of virtual +environments for intelligent robot operation and supports data generation within simulated scenarios. +Robots +Our Nebula system curates a catalog of over 1,000 robot models equipped with SRC series +controllers, covering wheeled humanoid robots, legged robots, lifting robots, pallet trucks, stacker +forklifts, counterbalanced forklifts, carton transfer autonomous robots, cleaning robots and all-terrain +robots. Each robot in our portfolio is equipped with our proprietary SRC series controllers, through +which we commercialize and scale our robotic control technologies across diverse deployment +scenarios. See “— Overview — Our Revenue Model” for details of the revenue contribution of our +robots and robotic controllers. Our portfolio focuses on autonomous mobile robots (“ AMRs”) +(including mobile manipulators) and humanoid robots for industrial deployment, which are distinct from +commercial service robots and other robots deployed in non-industrial application scenarios, given the +stringent precision requirements, expanded functional scope and challenging operating environments of +industrial applications, according to CIC. Through a “what-you-see-is-what-you-get” interface, our +customers configure robots by selecting functions, components and appearance in real time, similar to +vehicle customization. Once configured, the system immediately generates corresponding pricing, lead +time and lifecycle service details. +We coordinate with manufacturing partners within our robotic ecosystem to produce robots +featuring customer-selected configurations. In the case of our wheeled humanoid robots, for example, +our component arsenal includes key modules such as joint motors, vision sensors and dexterous hands. +Using a 3D visual configurator, our customers can complete a full humanoid configuration in a short +time. Our operational systems connect directly to the configured robots equipped with SRC series +controllers to enable real-time scheduling and command execution in on-site deployments. +We enable our customers to build and deploy fully customized intelligent robots with a compact +team of electrical and mechanical engineers. Robots available through our Nebula system are applied in +over 20 sectors under distinct operating conditions, offering fast configuration, flexibility and reduced +technical constraints. +Accessories +To enhance the functionality and adaptability of our robotic controllers and robots, we provide a +wide range of peripheral accessories, including sensors, power modules and end-effectors. While these +accessories are developed and manufactured by third parties, we incur substantial technical costs to +ensure seamless interoperability with our robotic controllers and robots. We maintain a dedicated +technical team responsible for adaptation and integration, which includes setting specific technical +requirements for suppliers and adjusting our robotic systems to achieve optimal compatibility. The +configuration, customization and integration of these accessories are led by us to ensure system-level +consistency. In addition, we provide after-sales services for accessories, including installation support +and technical assistance, to help customers tailor robotic solutions adaptive to evolving operational +scenarios. Beyond broadening application flexibility, our accessories also simplify the acquisition and +use processes. By delivering a comprehensive portfolio of ready-to-use accessories, we reduce +integration barriers, shorten lead times and streamline robot assembly. +Our Business Model +We facilitate the sale of integrated robotic products, robotic components and accessories, +streamlining the development, acquisition and use of intelligent robots. We provide a wide range of +options to meet diverse customer needs, spanning building customized robots, selecting pre-configured +models, managing robotic operations and accessing toolchain and knowledge base for continuous +improvement. +We collaborate closely with integrators, end customers and suppliers to deliver comprehensive +robotics products spanning controllers, robots, software and accessories. Through these partnerships, we +gain deep insight into customer requirements and application environments, enabling precise definition +of technical parameters and tailored hardware configurations. Across all product categories, we retain +full ownership of designing, developing and integrating core technologies and engaging external +SUMMARY +–3– + + +--- page 12 --- +partners for manufacturing and component sourcing. For robotic controllers, we lead product +architecture and hardware design alongside proprietary software and algorithm development. +Manufacturing and assembly are outsourced to qualified partners under our strict quality verification +protocols. For robots, we lead product design, engineering solutions and industrial design, while +external manufacturers execute mechanical design, structural fabrication, and assembly under our +quality management oversight. During the Track Record Period, we outsourced the entire manufacturing +process of our robotic controllers and robots to third-party manufacturers. Our software products, which +are typically bundled with our controllers and robots, are fully self-developed, covering design, +software and algorithm development and testing. For accessories such as LiDAR and cameras, we +define technical parameters and conduct several rounds of testing to ensure compatibility with our +products. Only after passing this process are the accessories made available for customer purchase. +Throughout our integrated workflow, we sustain active technical engagement and implement +independent quality control to fulfill customer expectations. +Our Revenue Model +We have adopted a transaction-based model for sales of our products. A majority of our revenue is +derived from the sales of robots integrating our SRC series robotic controllers, which have +demonstrated a constant growth trend throughout the Track Record Period. In addition, a significant +portion of our revenue is generated from sales of robotic controllers. Our robotic controllers achieved +higher sales volumes and maintained substantially higher gross margins than robots throughout the +Track Record Period, with gross margins of 85.2%, 81.0% and 79.8% in 2023, 2024 and 2025, +respectively. While robots contributed a larger portion of our revenue due to their higher selling prices +arising from the inclusion of mechanical structures and other physical components, revenue contribution +alone may not fully reflect the breadth of deployment and technological value delivered through our +robotic controllers. We also generate a smaller portion of revenue from sales of software and +accessories. The absolute amount of revenue generated from software has been steadily increasing +during the Track Record Period. We typically charge one-off fees on a per-license basis for our +software. Maintenance services are provided free of charge during the warranty period of generally one +year. Upgrade services, however, are not included within the scope of free maintenance and, if +requested by customers, are subject to additional fees based on the working hours incurred. +Accordingly, customers are required to pay for all upgrade services. As a key complementary product to +our robotic controllers and robots, software also plays a critical role in boosting the sales of other +products. In addition to these revenue-generating products, we provide infrastructure and toolchain to +customers, including the Nebula system, Roboshop and Robocare. +The following table sets forth a breakdown of our revenue by product type for the years indicated: +For the Y ear Ended December 31, +2023 2024 2025 +Amount % Amount % Amount % +(RMB in thousands, except for percentages) +Robots .................. 148,667 59.8 235,763 69.5 299,911 67.9 +Robotic controllers ........... 66,059 26.5 57,413 16.9 85,165 19.3 +Software ................. 16,530 6.6 20,297 6.0 23,414 5.3 +Accessories (1) .............. 17,767 7.1 25,850 7.6 33,387 7.5 +Total revenue .............. 249,023 100.0 339,323 100.0 441,877 100.0 +(1) Consists primarily of LiDARs, cameras and motors. +Our revenue generated from sales of robotic controllers decreased by 13.1% from RMB66.1 million in +2023 to RMB57.4 million in 2024, primarily due to customer preferences in the Chinese Mainland, where +enterprises increasingly prioritize cost-effectiveness when selecting robotic controllers. While the total +number of robotic controllers we sold increased from 2,553 units in 2023 to 4,055 units in 2024, the sales +mix shifted toward budget-friendly controller models such as the SRC-880 series. Although these models +offer fewer features, their lower prices appealed to cost-sensitive customers, resulting in higher sales volume +but a decline in overall revenue. See “Financial Information — Year-to-Year Comparison of Results of +Operations” for details. +SUMMARY +–4– + + +--- page 13 --- +The following table sets forth a breakdown of our gross profit and gross profit margin by product type +for the years indicated: +For the Y ear Ended December 31, +2023 2024 2025 +Gross profit Gross margin Gross profit Gross margin Gross profit Gross margin +(%) (%) (%) +(RMB in thousands, except for percentages) +Robots ................... 50,649 34.1 85,038 36.1 115,200 38.4 +Robotic controllers ............. 56,251 85.2 46,490 81.0 67,955 79.8 +Software ................. 14,195 85.9 17,827 87.8 20,906 89.3 +Accessories (1) ............... 1,331 7.5 6,330 24.5 5,234 15.7 +Total ................... 122,426 49.2 155,685 45.9 209,295 47.4 +(1) Consists primarily of LiDARs, cameras and motors. +The gross profit margin of our robotic controllers decreased from 85.2% in 2023 to 81.0% in 2024, +mainly attributable to the increased sales contribution of our entry-level SRC-880 series controllers, which +have a relatively lower margin. The gross profit margin of our robotic controllers remained relatively stable +at 79.8% in 2025. +The gross profit margin of our accessories increased from 7.5% in 2023 to 24.5% in 2024, mainly +attributable to the improvement in the gross profit margin of sensors, due to reduced procurement costs +arising from bulk purchase. The gross profit margin of our accessories decreased from 24.5% in 2024 to +15.7% in 2025, primarily due to the industry-wide decrease in the gross profit margin of sensors, as the +intensified market competition led to a decline in sensor prices. According to CIC, the decrease in the gross +profit margin of accessories during the Track Record Period was generally in line with the industry trend. +See “Financial Information — Year-to-Year Comparison of Results of Operations” for details. +The following table sets forth a breakdown of the sales volume and average unit price by product type +for the years indicated: +For the Y ear Ended December 31, +2023 2024 2025 +Sales volume +Robots (in units) ........................ 1,229 2,576 3,168 +Robotic controllers (in units) ................. 2,553 4,055 7,924 +Software (in revenue-generating number of license) .... 668 701 759 +Accessories (1) (in units) .................... 68,937 78,919 255,046 +Average unit price (RMB in thousands) +Robots ............................. 121.0 91.5 94.7 +Robotic controllers ...................... 25.9 14.2 10.7 +Software ............................ 24.7 29.0 30.8 +Accessories +(1) ......................... 0.3 0.3 0.1 +(1) Consists primarily of LiDARs, cameras and motors. +The average unit price of our robots and robotic controllers generally decreased during the Track +Record Period, primarily due to reductions in upstream component and raw material costs, such as cameras +and motors driven by increased supply volume in the market, together with the growing benefits of +economies of scale, as increased procurement volume and production output enabled us to improve supply +chain management and production efficiency and enhance our bargaining power with suppliers. For example, +according to CIC, the average price of sensors, a key component of our robots, declined at a CAGR of more +than 10% in the past three years due to intensified market competition. Industry dynamics, including broader +market adoption and intensifying competition, also contributed to the decreases. According to CIC, the +general decrease in the average unit price of our robotic controllers and robots during the Track Record +Period is consistent with the industry trend. +The average unit price of our accessories decreased to RMB0.1 thousand in 2025, primarily due to +changes in product mix as sales volume of certain cost-effective accessories, such as QR-code labels with +relatively low unit prices used to assist robot navigation, increased significantly. According to CIC, the +general decrease in the average unit price of accessories during the Track Record Period is consistent with +the industry trend. See “Financial Information — Year-to-Year Comparison of Results of Operations” for +details. +SUMMARY +–5– + + +--- page 14 --- +Our Key Operating Metrics +The following table sets forth certain key operating metrics for the years indicated: +For the Y ear Ended December 31, +2023 2024 2025 +Number of contracting customers (1) ............. 620 850 1,114 +Number of new contracting customers (2) .......... 420 516 614 +Recurring customer rate (3) ................... 32.3% 39.3% 44.9% +Contribution rate of existing contracting customers (4) ... 50.9% 54.9% 60.6% +Number of transactions (5) ................... 1,008 1,525 2,097 +Average transaction value +(RMB in thousands) (6) ................... 322 276 294 +Revenue generated from new contracting customers +(RMB in thousands) .................... 102,764 139,327 140,861 +(1) Represent customers who placed orders with us during the given year. +(2) Represent customers who placed orders with us during the given year but did not place orders with us in any prior year. +(3) Calculated by dividing (i) the number of contracting customers in both the current year and any prior year by (ii) the total number +of contracting customers in the current year. +(4) Calculated by dividing (i) the aggregate value of the orders received in a given year from contracting customers in both the current +year and any prior year by (ii) the aggregate value of orders received in current year from contracting customers. +(5) Excluding the contracts purely purchasing accessories. +(6) Calculated by dividing the total transaction value, representing the aggregated contract value (excluding the contracts purely +purchasing accessories) for a given period by the number of contracts. +OUR STRENGTHS +We believe the following competitive strengths contribute to our success and propel us into the future: +(i) the intelligent robot engine built on deep technical infrastructure; (ii) strong technological capabilities +powering robotics innovation; (iii) dual flywheels powering AI capabilities and commercial success; (iv) +widespread deployment by high-profile enterprises; and (v) seasoned management with technical expertise +over 15 years and market insights. See “Business — Our Strengths” for details. +OUR STRATEGIES +We believe the following strategies pave the way for our sustained success in the future: (i) continue +R&D efforts to drive robotics innovation; (ii) build a collaborative and inclusive robotics ecosystem for +industry-wide innovation; (iii) expand our product portfolio and market presence; (iv) broaden geographic +presence and enhance customer support; and (v) develop a global talent network for innovation and growth. +See “Business — Our Strategies” for details. +OUR MARKET OPPORTUNITIES AND COMPETITION +Industrial scenarios have nowadays become one of the key application scenarios for intelligent robots, +driven by the high degree of variability both across sectors and within individual factories. Such “thousand +factories, thousand faces” situation creates strong demand for intelligent robots to streamline operations and +improve precision in varied industrial settings. In terms of revenue, the size of the global industrial +intelligent robot market increased from RMB10.0 billion in 2021 to RMB28.6 billion in 2025, representing a +CAGR of 29.9% from 2021 to 2025, and is projected to reach RMB198.5 billion by 2030, representing a +CAGR of 48.6% from 2026 to 2030. In terms of sales volume, the size of the industrial intelligent robot +market grew from 51.2 thousand units in 2021 to 160.9 thousand units in 2025, representing a CAGR of +33.1% from 2021 to 2025. The market is projected to expand further to reach 994.8 thousand units by 2030, +representing a CAGR of 44.9% from 2026 to 2030. +Among the industrial intelligent robotic enterprises, we ranked seventh globally and third in China in +the industrial intelligent robot market by revenue in 2025, with market shares of 1.1% and 2.5%, +respectively, according to CIC. In 2025, we ranked second globally and second in China in terms of the +number of industrial intelligent robots equipped with the controllers supplied by the relevant robotics +companies, with market shares of 7.7% and 14.6%, respectively, according to CIC. According to the same +source, we ranked first globally and in China by robotic controller sales volume in 2025 with market shares +of 24.8% and 45.2%, respectively. See “Industry Overview” and “Business — Market Opportunity and +Competition” for details. +RESEARCH AND DEVELOPMENT +Our ability to develop new technologies, design new products and solutions, and enhance existing +products and solutions is critical for maintaining our market position. We have established interdisciplinary +research and development capabilities that draw upon a diverse range of fields, such as software engineering, +electronic engineering, control science, AI, computer vision and machine learning. During the Track Record +Period, our research and development expenses were RMB63.7 million, RMB71.3 million and RMB79.2 +SUMMARY +–6– + + +--- page 15 --- +million in 2023, 2024 and 2025, respectively, representing 25.6%, 21.0% and 17.9% of our revenue in the +respective years. All of these expenses were solely related to our Specialist Technology Products. See +“Business — Research and Development” for details. +As of the Latest Practicable Date, we owned 195 registered patents in China and four registered patents +in Japan, among which 67 are invention patents. As of the same date, we had 31 patent applications in China +and eight Patent Cooperation Treaty (“ PCT”) applications, which were pending approval. We believe there +are no material impediments to the grant of such patent applications. As of the Latest Practicable Date, we +had 53 software copyrights in China and 174 registered trademarks globally. We acquire patents through +self-development. During the Track Record Period and up to the Latest Practicable Date, we owned all our +patents as well as patent applications and had no co-ownership or co-sharing arrangements of our patents and +patent applications with third parties. As of the Latest Practicable Date, we had 26 material granted patents +for core technologies in relation to our Specialist Technology Products, for which we are the registered +owner. See “Business — Intellectual Property Rights” for details. +OUR CUSTOMERS +Over the years, we have cultivated a broad and geographically-diversified customer base spanning over +35 countries and regions. In 2023, 2024 and 2025, we generated revenue from 587, 832 and 1,150 customers, +respectively. Our customers comprise: (i) integrators, who integrate our products into broader automation +solutions by adding components, software and custom engineering to serve the end applications of their +clients, and (ii) end customers, which include corporate customers across a range of industries such as 3C, +automotive, automation equipment, new energy, semiconductors, construction machinery and +biopharmaceuticals. See “Business — Our Customers” for details. +OUR SUPPLIERS +Our major suppliers are manufacturing services and components providers. According to CIC, it is not +uncommon for players in the intelligent robot industry to outsource their manufacturing processes. In 2023, +2024 and 2025, our aggregate purchases from the five largest suppliers in each year during the Track Record +Period amounted to RMB50.7 million, RMB71.0 million and RMB75.8 million, respectively, accounting for +40.1%, 38.7% and 32.6% of our total cost of sales, respectively, in 2023, 2024 and 2025. For the same years, +our purchases from the single largest supplier in each year during the Track Record Period amounted to +RMB18.4 million, RMB29.0 million and RMB23.4 million, accounting for 14.5%, 15.8% and 10.1%, +respectively, of our total cost of sales. See “Business — Supply Chain Management — Our Major Suppliers” +for details. +SUMMARY OF HISTORICAL FINANCIAL INFORMATION +The following tables set forth summary financial data from our consolidated financial information for +the Track Record Period, extracted from the Accountants’ Report set out in Appendix I. You should read this +summary in conjunction with our consolidated financial information included in the Accountants’ Report set +out in Appendix I, including the accompanying notes, and the information set forth in “Financial +Information.” +Summary of Consolidated Statements of Profit or Loss and Other Comprehensive Income +The following table sets forth key consolidated statements of profit or loss and comprehensive income +items for the years indicated. See “Financial Information” for details. +For the Y ear Ended December 31, +2023 2024 2025 +Amount % of Revenue Amount % of Revenue Amount % of Revenue +(RMB in thousands, except for percentages) +Revenue .................. 249,023 100.0 339,323 100.0 441,877 100.0 +Cost of sales ................. (126,597) (50.8) (183,638) (54.1) (232,582) (52.6) +Gross profit ................ 122,426 49.2 155,685 45.9 209,295 47.4 +Other income and gains ............ 5,784 2.3 10,576 3.1 11,629 2.6 +Selling and distribution expenses ......... (72,279) (29.0) (88,985) (26.2) (105,667) (23.9) +Administrative expenses ............ (36,783) (14.8) (42,929) (12.7) (67,654) (15.3) +Research and development expenses ....... (63,749) (25.6) (71,311) (21.0) (79,168) (17.9) +Impairment losses on financial assets, net ..... (622) (0.2) (1,932) (0.6) (10,576) (2.4) +Other expenses ................ (200) (0.1) (98) (0.0) (1,540) (0.3) +Finance costs ................. (1,561) (0.6) (2,163) (0.6) (3,116) (0.7) +Loss before tax ............... (46,984) (18.9) (41,157) (12.1) (46,797) (10.6) +Income tax expense .............. (720) (0.3) (1,151) (0.3) (269) (0.1) +Loss for the year .............. (47,704) (19.2) (42,308) (12.5) (47,066) (10.7) +SUMMARY +–7– + + +--- page 16 --- +On the accounting treatment of redemption rights, anti-dilution rights and liquidation preferences rights +of Pre-IPO Investments, see “— Our Pre-IPO Investors” below and Note 30 to the Accountants’ Report for +details. +Non-IFRS Measures +We define adjusted net loss (non-IFRS measure) as loss for the years adjusted for equity-settled +share-based payment expenses and listing expenses. We define adjusted net loss margin (non-IFRS measure) +as adjusted net loss (non-IFRS measure) expressed as a percentage of our total revenue. Equity-settled +share-based payment expenses consist of non-cash expenses arising from granting restricted share units to +employees. See Note 31 to the Accountants’ Report in Appendix I to this prospectus for details. Listing +expenses mainly include professional fees incurred in relation to the Listing and the Global Offering. The +following table sets forth a reconciliation of our loss for the year to adjusted net loss (non-IFRS measure) +and adjusted net loss margin (non-IFRS measure) for the years indicated: +For the Y ear Ended December 31, +2023 2024 2025 +(RMB in thousands, except for percentages) +Loss for the year .......................... (47,704) (42,308) (47,066) +Adjusted for: +Equity-settled share-based payment expenses ............. 26,797 31,677 28,799 +Listing expenses .......................... — — 15,402 +Non-IFRS measures: +Adjusted net loss for the year ................... (20,907) (10,631) (2,865) +Adjusted net loss margin (%) ................... (8.4) (3.1) (0.6) +We use adjusted net loss (non-IFRS measure) and adjusted net loss margin (non-IFRS measure) as +additional financial measures, which are not required by, or presented in accordance with, IFRS, to +supplement our consolidated financial statements which are presented under IFRS. We believe that such +non-IFRS measures facilitate comparisons of operating performance from year to year and company to +company by eliminating the potential impact of certain items and provide 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 the adjusted net loss (non-IFRS measure) and adjusted net +loss margin (non-IFRS measure) may not be comparable to similarly-titled measures presented by other +companies. The use of such non-IFRS measures has limitations as analytical tools, and you should not +consider them in isolation from, or as a substitute for, analysis of our results of operations or financial +condition as reported under IFRS. See “Financial Information — Results of Operations — Non-IFRS +Measures” for details. +We had an accumulated loss as of January 1, 2023, and incurred net loss of RMB47.7 million, +RMB42.3 million and RMB47.1 million in 2023, 2024 and 2025, respectively. Our adjusted net loss +(non-IFRS measure) was RMB20.9 million, RMB10.6 million and RMB2.9 million in 2023, 2024 and 2025. +Our losses in the Track Record Period were primarily because our intelligent robotics business is at its early +stage and we have made substantial investments to drive the growth of our business, which we believe are +indispensable to establish compelling competitive advantages for the growth of our business. We expect to +remain loss-making for the year ending December 31, 2026, given the planned business investments and our +listing expenses in connection with the Global Offering. +BUSINESS SUSTAINABILITY +We incurred net loss of RMB47.7 million, RMB42.3 million and RMB47.1 million in 2023, 2024 and +2025, respectively. Our adjusted net loss (non-IFRS measure) was RMB20.9 million, RMB10.6 million and +RMB2.9 million in 2023, 2024 and 2025. See “Financial Information — Results of Operations — Non-IFRS +Measures” for details. Our losses during the Track Record Period were primarily due to (i) our limited +operating history, (ii) significant investments in R&D, (iii) selling and distribution efforts to expand market +presence, and (iv) our economies of scale still materializing. We believe that our strong customer base, robust +technology and product capabilities, and a wide range of ecosystem partners provide a solid foundation for +our sustainable long-term growth. We plan to achieve break-even and profitability primarily through +implementing the following strategies: + Capture market opportunity to grow business scale. The global intelligent robot industry is +rapidly growing. As a leader in robotic control systems, our expertise in robotic control systems +and intelligent robots uniquely position us to capitalize on this growth and achieve profitability. + Continue to invest in technologies. We aim to strengthen our market competitiveness and seize +the rapid global growth opportunities in the intelligent robot industry by continuously increasing +investments in three key areas: AI, infrastructure and toolchain development, and embodied AI. +SUMMARY +–8– + + +--- page 17 --- + Expand our product offerings. We will continue to extend our robotic controller product series, +expand into new categories of embodied AI, accelerate the commercialization of humanoid +robots, and enhance our software systems’ intelligence and ease of use. + Strengthen collaborations with existing customers and attract new customers. We believe we can +increase our revenue through our continual efforts to develop new customers and strengthen our +collaboration with existing customers. We plan to establish regional headquarters in key industrial +areas in the Chinese Mainland, such as Suzhou, Wuhan, and Xi’an, to increase our penetration in +these areas. We have built stable relationships with major customers, and many of them choose to +purchase from us again. The contribution rate of existing contracting customers increased +throughout the Track Record Period, amounting to 50.9%, 54.9% and 60.6% in 2023, 2024 and +2025, respectively. The recurring customer rate also experienced growth from 32.3% in 2023 to +39.3% in 2024 and further to 44.9% in 2025. + Further expand overseas markets. We will focus on high-growth regions and flagship customers, +and accelerate our penetration in Europe and North America as well as emerging markets. + Maintain strong gross margin. We are currently implementing various measures to improve our +overall cost-effectiveness and gross margin, with a focus on expanding our operations and further +enhancing our revenue streams, which is crucial for reducing costs through economies of scale. + Enhance operating leverage. We aim to enhance the efficiency of our sales, marketing, and R&D +efforts by strengthening our product flywheel, implementing digital systems, and establishing +robust management frameworks. We will further refine our internal functions and processes to +further improve overall operational efficiency. +We believe that we can achieve our profitability by expanding our revenue scale, enhancing our gross +margin and enhancing our operating leverage. Taking into consideration financial resources presently +available to us, including cash and cash equivalents on hand, internally-generated funds 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 at least for the next 12 months from the date of this prospectus. +Summary of Consolidated Statements of Financial Position +The following table sets forth our selected financial position as of the dates indicated: +As of December 31, +2023 2024 2025 +(RMB in thousands) +Total non-current assets .................... 24,775 28,228 38,767 +Total current assets ....................... 257,309 314,831 470,734 +Total assets ........................... 282,084 343,059 509,501 +Total current liabilities ..................... 161,385 220,866 329,042 +Net current assets ........................ 95,924 93,965 141,692 +Total assets less current liabilities .............. 120,699 122,193 180,459 +Total non-current liabilities .................. 12,553 24,437 31,471 +Net assets ............................ 108,146 97,756 148,988 +On the accounting treatment of redemption rights, anti-dilution rights and liquidation preferences rights +of Pre-IPO Investments, see “— Our Pre-IPO Investors” below and Note 30 to the Accountants’ Report for +details. +Our net current assets slightly decreased to RMB94.0 million as of December 31, 2024, primarily due +to the continual increases in our interest-bearing bank borrowings and trade and bills payables, which were +partially offset by an increase in trade and notes receivables. +Our net assets decreased from RMB129.1 million as of January 1, 2023, to RMB108.1 million as of +December 31, 2023, primarily due to the combination of (i) net loss of RMB47.7 million for the year ended +December 31, 2023, (ii) equity-settled share-based payments of RMB26.8 million in 2023, and (iii) capital +injection of RMB905 thousand. Our net assets decreased from RMB108.1 million as of December 31, 2023, +to RMB97.8 million as of December 31, 2024, primarily due to the combination of (i) net loss of RMB42.3 +million for the year ended December 31, 2024, (ii) equity-settled share-based payments of RMB31.7 million +in 2024, and (iii) capital injection of RMB247 thousand. Our net assets increased to RMB149.0 million as of +December 31, 2025, primarily due to the combination of (i) capital injection of RMB69.1 million, (ii) net +loss of RMB47.1 million for the year ended December 31, 2025, and (iii) equity-settled share-based +payments of RMB28.8 million for the year ended December 31, 2025. +SUMMARY +–9– + + +--- page 18 --- +Summary of Consolidated Statements of Cash Flows +The following table sets forth a summary of our cash flows for the years indicated: +For the Y ear Ended December 31, +2023 2024 2025 +(RMB in thousands) +Net cash from/(used in) operating activities ........ 10,316 (24,962) (27,798) +Net cash used in investing activities ............. (3,615) (3,236) (19,561) +Net cash from financing activities .............. 13,293 20,964 109,470 +Net increase/(decrease) in cash and cash equivalents .. 19,994 (7,234) 62,111 +Cash and cash equivalents at the beginning of the year .. 79,525 99,681 92,859 +Effect of foreign exchange rate changes (net) ....... 162 412 (1,030) +Cash and cash equivalents at the end of the year .... 99,681 92,859 153,940 +We had net cash used in operating activities of RMB25.0 million in 2024, and RMB27.8 million for the +year ended December 31, 2025. Our net cash outflows relating to operating activities for the year ended +December 31, 2025, were primarily due to the loss before tax we incurred in 2025, a decrease in our contract +liabilities, and increases in prepayments, other receivables and other assets and inventories. Our net cash +outflows relating to operating activities in 2024 and 2025 were primarily because we recorded loss before tax +during the Track Record Period, and we experienced increases in trade and notes receivables and inventories +as our business scale continually increased. We recorded net cash flows from operating activities of +RMB10.3 million in 2023. +Our cash burn rate refers to the average monthly (i) net cash used in operating activities, (ii) purchases +of property, plant and equipment, (iii) payments for intangible assets, and (iv) payments of lease liabilities. +We consider these items to be key indicators of our operational efficiency, reflecting payments which can +significantly impact our cashflow, such as our capital expenditures representing significant cash outflows, our +investment in intellectual property or technology, and the costs of financing lease obligations, all of which +may occur on a regular basis. Our historical cash burn rate was RMB25 thousand, RMB2.7 million and +RMB3.3 million in 2023, 2024 and 2025, respectively. +During the Track Record Period, we experienced a mismatch in time between our sales of products and +receipt of payments from customers and our payments to suppliers. Our inventory turnover days were 263 +days, 186 days and 167 days in 2023, 2024 and 2025, respectively, and our trade receivables turnover days +were 61 days, 81 days and 111 days in the same years, respectively. However, our trade payables turnover +days were 82 days, 96 days and 127 days in 2023, 2024 and 2025, respectively. We have taken +comprehensive measures to manage the cash flow mismatch and prolonged cash conversion cycle. See +“Financial Information — Liquidity and Capital Resources” for details. +Additionally, we will strengthen our negotiations for contract settlement terms to optimize the schedule +of customers’ payments to us, such as increasing the proportion of down payments and payments upon +shipment, while reducing the proportion of payments upon acceptance and warranty deposits. This approach +will help reduce the potential occurrence of trade receivables with overdue payments. For a customer with +overdue trade receivables, we will form a special collection team responsible for monitoring the customer’s +financial condition, conducting negotiations and/or initiating legal proceedings. +Key Financial Indicators +The following table sets forth our selected financial indicators for the years and as of the dates +indicated: +For the Y ear Ended December 31, +2023 2024 2025 +Profitability indicators +Revenue growth rate ...................... 35.1% 36.3% 30.2% +Gross profit growth rate .................... 41.9% 27.2% 34.4% +Gross margin (1) ........................ 49.2% 45.9% 47.4% +Net loss margin (2) ....................... (19.2)% (12.5)% (10.7)% +Adjusted net loss margin (3) (non-IFRS measure) ...... (8.4)% (3.1)% (0.6)% +As of December 31, +2023 2024 2025 +Liquidity indicators +Current ratio (4) ......................... 1.6 1.4 1.4 +Quick ratio (5) .......................... 1.1 1.0 1.1 +(1) Gross margin equals gross profit divided by revenue for the year. +SUMMARY +–1 0– + + +--- page 19 --- +(2) Net loss margin equals net loss for the year divided by revenue for the year. +(3) Adjusted net loss margin (non-IFRS measure) equals adjusted net loss (non-IFRS measure) divided by revenue for the year. For the +reconciliation of net loss for the year to adjusted net loss for the year (non-IFRS measure), see “— Non-IFRS Measures” above for +details. +(4) Current ratio is calculated by dividing current assets as of the year end by current liabilities as of the year end. +(5) Quick ratio is calculated by dividing current assets less inventories by current liabilities as of year end. +Our net loss margin decreased from 19.2% in 2023 to 12.5% in 2024, primarily because we maintained +stable growth in our total revenue while effectively managing the growth in operating expenses at a lower +rate, reflecting our enhanced operating efficiency. We have further improved our profitability in 2025, with +net loss margin of 10.7%. The decrease in net loss margin was primarily due to our continuous cost +reductions through product design optimization and supply chain procurement, leading to improved +efficiency. See “Financial Information — Key Financial Indicators” for details. +APPLICATION FOR THE LISTING ON THE STOCK EXCHANGE +We have applied to the Stock Exchange for the approval of listing of, and permission to deal in, the +Shares in issue and to be issued pursuant to (1) the Global Offering, (2) the exercise of the Offer Size +Adjustment Option and the Over-allotment Option and (3) the conversion of Domestic Shares into H Shares +on the basis that, among other things, we satisfy the requirement under Rule 18C.03 of the Listing Rules (as +modified by the Joint Announcement of the SFC and the Stock Exchange in relation to Temporary +Modifications to Requirements for Specialist Technology Companies and De-SPAC Transaction dated August +23, 2024) as a Commercial Company (as defined in the Listing Rules) with reference to our expected market +capitalization at the time of Listing, which, based on the Offer Price stated in this prospectus, exceeds HK$4 +billion. +RISK FACTORS +We are a Specialist Technology Company seeking to list on the Main Board of the Stock Exchange +under Chapter 18C of the Listing Rules. We believe there are certain risks and uncertainties involved in +investing in our Shares, some of which are beyond our control. If any of such risks and uncertainties +materializes, the market price of our Shares could decline, and you may lose all or part of your investments. +See “Risk Factors” for details of our risk factors, which we urge you to read in full before making an +investment in our Shares. Some of the major risks we face include: (i) if we are unable to develop and +introduce new products that adapt to changing market demand and customer preferences in a timely manner, +our business, financial condition, results of operations and competitive position would be materially and +adversely affected; (ii) we have a limited operating history, which makes it difficult to evaluate our business +and prospects, and our historical growth may not be indicative of our future performance; (iii) we have been +and intend to continue investing significantly in R&D, which may not generate the results we expect and +therefore may adversely affect our short-term cash flow, liquidity and profitability; (iv) the development of +our industry and market demand for our products may fall short of expectations, which could materially and +adversely affect our business, financial condition and results of operations; (v) the industry in which we +operate is highly competitive. If our differentiated business model fails to gain broad market acceptance, or if +we are unable to compete effectively, our business, financial condition and results of operations may be +materially and adversely affected; (vi) we recorded a net loss and had net operating cash outflows during the +Track Record Period; (vii) if we fail to attract new customers, retain existing customers or increase customer +spending in a cost-effective manner or expand into new geographical markets or industry sectors, our +business and growth prospects may be materially and adversely affected; (viii) we may not be able to fully +maintain quality control over our products. Any undetected defects or serious errors contained in our +products could result in accidents, reduce market adoption, damage our brand image, subject us to product +recalls or expose us to product liability and other claims that could materially and adversely affect our +business; (ix) if we are unable to deliver high-quality products on schedule, our business may be materially +and adversely affected; (x) we are subject to risks relating to the engagement of third-party manufacturers for +the production and testing of our products; (xi) we may not be able to protect our intellectual property rights +globally, and our ability to compete could be harmed if our intellectual property rights are infringed by third +parties; and (xii) we may be deemed a Covered Foreign Person under the Final Rule, thus U.S. persons may +have an obligation to notify the U.S. Treasury when acquiring our equity interests. However, an exception +allows U.S. persons to invest in our publicly traded securities as long as the investment made does not afford +a U.S. person certain rights that are not standard minority shareholder protections. Such regulatory hurdles +may to an extent adversely affect our ability to attract U.S. investors and raise capital from the U.S. market. +See “Risk Factors” for details. +OUR PRE-IPO INVESTORS +We have completed four rounds of financings as of the Latest Practicable Date since our establishment +and raised a total of approximately RMB282.7 million from our Pre-IPO Investments for our business +development (including investments from our Sophisticated Independent Investors). For further details of the +identity and background of the Pre-IPO Investors and our Sophisticated Independent Investors, see “History, +Development and Corporate Structure — Pre-IPO Investments.” +SUMMARY +–1 1– + + +--- page 20 --- +Pursuant to a series of Shareholders’ agreements and share subscription agreements with various +Pre-IPO Investors from September 2020 to April 2025, our Company issued ordinary Shares to the Pre-IPO +Investors and granted the Pre-IPO Investors redemption rights, anti-dilution rights and liquidation preferences +rights. There was no exercise of redemption rights, anti-dilution rights or liquidation preferences rights +throughout the Track Record Period. +On May 19, 2025, the Company and the Pre-IPO Investors entered into a supplemental agreement +agreeing that the redemption rights, anti-dilution rights and liquidation preferences rights granted by the +Company to Pre-IPO Investors have been irrecoverably terminated and shall be void ab initio . Taking into +account the legal and regulatory framework of the Company’s jurisdiction and the governing law of the +supplemental agreements, the Directors considered that it is appropriate to present the Pre-IPO Investments +as equity throughout the Track Record Period. +Had the redemption rights, anti-dilution rights or liquidation preferences rights granted by the Company +to the Pre-IPO Investors been accounted for as financial liabilities measured at present value of the +redemption amount prior to entering into the supplemental agreement, (i) the redemption financial liabilities, +total current liabilities, net current (liabilities)/assets and net (liabilities)/assets would have been: +As of December 31, +2023 2024 2025 +(RMB in thousands) +Redemption financial liabilities ................ 379,957 418,062 — +Total current liabilities ..................... 541,342 638,928 329,042 +(Net current liabilities)/net current assets .......... (284,033) (324,097) 141,692 +(Net liabilities)/net assets ................... (271,811) (320,306) 148,988 +; and (ii) the finance costs associated with the redemption financial liabilities, the net loss for the year, basic +and dilutive loss per share would have been: +For the Y ear Ended December 31, +2023 2024 2025 +(RMB in thousands) +Finance costs associated with the redemption financial +liabilities ........................... (34,187) (38,105) (16,170) +Total net loss .......................... (81,891) (80,413) (63,236) +Basic loss per share ...................... (0.92) (0.87) (0.65) +See Note 30 to the Accountants’ Report for details of the financial impacts. +OUR CONTROLLING SHAREHOLDERS GROUP +As of the Latest Practicable Date, Mr. Zhao, chairman of the Board, executive Director, and chief +executive officer of the Company, was entitled to exercise approximately 52.89% of the voting rights in the +Company through: (i) 17,050,617 Shares (representing approximately 17.05% of the voting rights in the +Company) directly held by him; and (ii) 35,835,081 Shares (representing approximately 35.84% of the voting +rights in the Company) held by Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu, Shanghai Xianliu, +Shanghai Xianqi, Suzhou Xianwu No. 1 and Suzhou Xianwu No. 2, with Mr. Zhao being the general partner +of each. Therefore, Mr. Zhao, Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu, Shanghai Xianliu, +Shanghai Xianqi, Suzhou Xianwu No. 1 and Suzhou Xianwu No. 2 constitute a group of Controlling +Shareholders of the Company (“ Controlling Shareholders Group ”). +Immediately after completion of the Global Offering, the Controlling Shareholders Group will continue +to control approximately 47.86% of the voting rights in the Company (assuming that the Offer Size +Adjustment Option and the Over-allotment Option are not exercised) or approximately 46.44% of the voting +rights in the Company (assuming that the Offer Size Adjustment Option and the Over-allotment Option are +exercised in full). Accordingly, the Controlling Shareholders Group will remain a group of controlling +shareholders of the Company upon the completion of the Global Offering. +DIVIDENDS +We did not declare or pay any dividend during the Track Record Period and up to the Latest Practicable +Date. We currently intend to retain all available funds and earnings, if any, to fund the development and +expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. +Investors should not purchase our ordinary shares with the expectation of receiving cash dividends. +We have not formulated a dividend policy and any future determination to pay dividends will be made +at the discretion of our Directors according to our Articles of Association and applicable laws and +regulations. Our Directors will decide whether to pay dividends 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 our Directors may deem relevant. We do not have a pre-determined +SUMMARY +–1 2– + + +--- page 21 --- +dividend payout ratio. As advised by our PRC Legal Advisor, regulations in the PRC currently permit +payment of dividends of a PRC company only out of accumulated distributable after-tax profits less any +recovery of accumulated losses and appropriations to statutory and other reserves that the PRC company is +required to make, as determined in accordance with its articles of association and the accounting standards +and regulations in China. As a result, we may not have sufficient or any distributable profits to make +dividend contributions to our Shareholders, even if we become profitable. See “Financial Information — +Dividends” for details. +RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGE +Despite the continuous growth in our business scale, we anticipate continuing to record a net loss for +the year ending December 31, 2026, primarily because (i) we expect an increase in our administrative +expenses primarily attributable to professional service fees related to the Global Offering and an increase in +staff costs in line with our overall business growth, (ii) we expect an increase in our selling and distribution +expenses as we continuously invest in marketing systems and brand promotion in order to develop new +customers, and (iii) we expect an increase in research and development expenses as we continue to attract +and retain research and development talent. We also anticipate continuing to have net cash used in operating +activities for the year ending December 31, 2026. Our Directors have confirmed that there has been no +material adverse change in our financial or trading position or prospects since December 31, 2025, which is +the end date of our latest consolidated financial statements as set out in “Appendix I — Accountants’ Report” +to this prospectus, and up to the date of this prospectus. +OFFERING STATISTICS +All statistics in the following table are based on the assumptions that (i) the Global Offering has been +completed and 10,497,300 H Shares are issued pursuant to the Global Offering; (ii) the Offer Size +Adjustment Option and the Over-allotment Option are not exercised; and (iii) 110,497,300 H Shares are in +issue following the completion of the Global Offering. +Based on an Offer Price of +HK$101.60 per Offer Share +Market capitalization following the completion of the Global Offering (1) ............ HK$11,226,525,680 +Unaudited pro forma adjusted consolidated net tangible assets attributable to Shareholders of +our Company per share (2) ...................................... HK$10.70 +Notes: +(1) The calculation of market capitalization is based on 110,497,300 H Shares expected to be in issue upon completion of the Global +Offering (assuming that the Offer Size Adjustment Option and the Over-allotment Option are not exercised at all). +(2) The unaudited pro forma adjusted consolidated net tangible assets of our Group attributable to Shareholders per H Share is arrived +at by dividing the unaudited pro forma adjusted net tangible assets attributable to Shareholders of our Company by 110,497,300 H +Shares, which is the number of shares expected following the completion of the Global Offering, and does not take into any shares +which may be issued upon the exercise of the Offer Size Adjustment Option and the Over-allotment Option. +LISTING EXPENSES +Listing expenses represent professional fees, underwriting commissions, and other fees incurred in +connection with the Global Offering. The estimated total listing expenses for the Global Offering are +approximately RMB61.9 million (equivalent to approximately HK$71.2 million), accounting for +approximately 6.7% of our gross proceeds from the Global Offering. The estimated total listing expenses +consist of (i) underwriting-related expenses (including but not limited to commissions and fees) of +approximately RMB36.6 million (approximately HK$42.0 million), and (ii) non-underwriting related +expenses of approximately RMB25.3 million (approximately HK$29.2 million), which consist of fees and +expenses of legal advisors and Reporting Accountants of approximately RMB16.6 million (approximately +HK$19.1 million), and other fees and expenses of approximately RMB8.7 million (approximately HK$10.1 +million). Approximately RMB36.7 million (equivalent to approximately HK$42.2 million) of the estimated +listing expenses is directly attributable to the issue of new Shares to the public and will be accounted for as a +deduction from equity upon completion of the Global Offering. Approximately RMB15.4 million (equivalent +to approximately HK$17.7 million) has been charged in profit or loss during the Track Record Period, and +the remaining amount of approximately RMB9.8 million (equivalent to approximately HK$11.3 million) is +expected to be charged in profit or loss before or upon completion of the Global Offering. This calculation is +subject to adjustment based on the actual amount incurred or to be incurred. The listing expenses above are +the best estimate as of the Latest Practicable Date and are for reference only. The actual amount may differ +from such an estimate. +FUTURE PLANS AND USE OF PROCEEDS +We estimate that we will receive net proceeds from the Global Offering of approximately HK$995.4 +million, after deducting estimated underwriting commissions, fees and expenses payable by us in connection +with the Global Offering, assuming an Offer Price of HK$101.60 per Share, and assuming the Offer Size +Adjustment Option and the Over-allotment Option are not exercised. +SUMMARY +–1 3– + + +--- page 22 --- +We currently intend to apply the net proceeds from the Global Offering for the following purposes: (i) +approximately 50.0% of the net proceeds, or HK$497.9 million, will be used to advance the research and +development of our technologies and infrastructure; (ii) approximately 20.0% of the net proceeds, or +HK$199.1 million, will be allocated to the establishment of a multifunctional center that integrates research +and development, operation, assembly and testing functions to strengthen our capabilities to develop and +scale intelligent robots; (iii) approximately 15.0% of the net proceeds, or HK$149.3 million, will be used to +pursue acquisition and investment opportunities across the upstream and downstream segments of the +robotics value chain that may support the acquisition of advanced technologies and strengthen our ecosystem, +particularly in areas such as sensing systems, execution systems and integration solutions; (iv) approximately +9.7% of the net proceeds, or HK$96.6 million, will be used to establish a global sales system to increase +market presence and support international growth, which focuses on strengthening brand recognition, +expanding marketing channels and building a strong customer support network worldwide; and (v) +approximately 5.3% of the net proceeds, or HK$52.5 million, is expected to be used for working capital and +general corporate purposes. See “Future Plans and Use of Proceeds” for details. +SUMMARY +–1 4– + + +--- page 23 --- +In this prospectus, unless the context otherwise requires, the following terms and expressions +shall have the meanings set out below. Certain other terms are explained in “Glossary of Technical +Terms.” +“Accountants’ Report” the accountants’ report of the Company, the text of which is +set out in “Appendix I” +“affiliate(s)” with respect to any specified person, any other person, directly +or indirectly, controlling or controlled by or under direct or +indirect common control with such specified person +“AFRC” Accounting and Financial Reporting Council of Hong Kong +“Articles of Association” or +“Articles” +the articles of association of the Company conditionally +adopted on May 12, 2025 with effect from the Listing Date, as +amended, supplemented or otherwise modified from time to +time, a summary of which is set out in “Appendix V — +Summary of Articles of Association” +“associate(s)” has the meaning ascribed to it under the Listing Rules +“Audit Committee” the audit committee of the Board +“BIS” U.S. Department of Commerce, Bureau of Industry and +Security +“Board” or “Board of Directors” the board of Directors of the Company +“Business Day” a day on which banks in Hong Kong are generally open for +normal business to the public and which is not a Saturday, +Sunday or public holiday in Hong Kong +“Capital Market Intermediary(ies)” has the meaning ascribed to it under the Listing Rules, and +unless the context requires otherwise, refers to the capital +market intermediary(ies) as set out in “Directors and Parties +Involved in the Global Offering” +“CCASS” the Central Clearing and Settlement System established and +operated by HKSCC +“China”, “Chinese Mainland” or +“PRC” +the People’s Republic of China and for the purpose of this +prospectus only and for geographical reference only, except +where the context requires, references in this prospectus to +“China” and the “PRC” do not apply to Hong Kong SAR, +Macau Special Administrative Region and Taiwan Region +“CIC” or “Industry Consultant” China Insights Industry Consultancy Limited, our industry +consultant, an independent market research and consulting +company +“Civil Code” Civil Code of the People’s Republic of China ( ʕശɛ͏΍ձ +Պ) +“close associate(s)” has the meaning ascribed to it under the Listing Rules +DEFINITIONS +–1 5– + + +--- page 24 --- +“Commercial Company” has the meaning ascribed to it under the Listing Rules +“Companies Ordinance” Companies Ordinance (Chapter 622 of the Laws of Hong +Kong), as amended, supplemented or otherwise modified from +time to time +“Companies (Winding Up and +Miscellaneous Provisions) +Ordinance” +Companies (Winding Up and Miscellaneous Provisions) +Ordinance (Chapter 32 of the Laws of Hong Kong), as +amended, supplemented or otherwise modified from time to +time +“Company” or “the Company” or +“our Company” +Shanghai Seer Intelligent Technology Co., Ltd. ( ɪऎ̀ʈ౽ঐ +ʮ̡ ), a limited liability company established +under the laws of the PRC on April 22, 2020 and converted +into a joint stock company with limited liability on March 24, +2025, and if the context requires, includes its predecessor +“Compliance Adviser” Gram Capital Limited +“Comprehensively Sanctioned +Countries” +any country or territory subject to a general and +comprehensive export, import, financial or investment +embargo under sanctions related law or regulation of the +Relevant Jurisdiction, currently Cuba, Iran, North Korea, +Syria, the Crimea Region of Russia/Ukraine, the +self-proclaimed Luhansk People’s Republic (LPR) and +Donetsk People’s Republic (DPR) regions and Zaporizhzhia +and Kherson regions +“connected person(s)” has the meaning ascribed to it under the Listing Rules +“Controlling Shareholder(s)” or +“Controlling Shareholders Group” +has the meaning ascribed to it under the Listing Rules and +unless the context otherwise requires, refers to Mr. Zhao, +Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu, +Shanghai Xianliu, Shanghai Xianqi, Suzhou Xianwu No. 1 and +Suzhou Xianwu No. 2, further details of which are set out in +“Relationship with the Controlling Shareholders” +“core connected person(s)” has the meaning ascribed to it under the Listing Rules +“Corporate Governance Code” the Corporate Governance Code as set out in Appendix C1 to +the Listing Rules +“CSDC” China Securities Depositary and Clearing Corporation Limited +(ப΂ʮ̡ ) +“CSRC” China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ၍ଣ +ึ) +“Director(s)” the director(s) of the Company +“Domestic Share(s)” ordinary share(s) in the share capital of the Company with a +nominal value of RMB1.00 each, which is/are subscribed for +and paid up in Renminbi, held by domestic investors and not +listed or traded on any stock exchange +“EIT” enterprise income tax +“EIT Law” Enterprise Income Tax Law of the PRC ( ʕശɛ͏΍ձ਷Ά +‘), as amended, supplemented or otherwise +modified from time to time +DEFINITIONS +–1 6– + + +--- page 25 --- +“Exchange Participant” a person (a) who, in accordance with the Listing Rules, may +trade on or through the Stock Exchange; and (b) whose name +is entered in a list, register or roll kept by the Stock Exchange +as a person who may trade on or through the Stock Exchange +“Extreme Conditions” the occurrence of “extreme conditions” as announced by any +government authority of Hong Kong due to serious disruption +of public transport services, extensive flooding, major +landslides, large-scale power outage or any other adverse +conditions before Typhoon Signal No. 8 or above is replaced +with Typhoon Signal No. 3 or below +“FINI” Fast Interface for New Issuance, an online platform operated +by HKSCC that is mandatory for admission to trading and, +where applicable, the collection and processing of specified +information on subscription in and settlement for all new +listings +“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 Offering and the International Offering +“Group”, “we” or “us” the Company and its subsidiaries from time to time +“Guide” the Guide for New Listing Applicants issued by the Stock +Exchange, as amended, supplemented or otherwise modified +from time to time +“H Share(s)” ordinary share(s) in the share capital of the Company with a +nominal value of RMB1.00 each, which will be subscribed for +and traded in Hong Kong dollars and listed on the Stock +Exchange +“H Share Registrar” Computershare Hong Kong Investor Services Limited +“HK$” or “Hong Kong dollars” or +“HK dollars” +Hong Kong dollars, the lawful currency of Hong Kong +“HKSCC” Hong Kong Securities Clearing Company Limited, a +wholly-owned subsidiary of Hong Kong Exchanges and +Clearing Limited +“HKSCC EIPO ” the application for the Hong Kong Offer Shares to be issued in +the name of HKSCC Nominees and deposited directly into +CCASS to be credited to your designated HKSCC Participant’s +stock account through causing HKSCC Nominees to apply on +your behalf, including by instructing your broker or +custodian who is a HKSCC Participant to give electronic +application instructions via HKSCC’s FINI system to apply +for the Hong Kong Offer Shares on your behalf +“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary of +HKSCC +DEFINITIONS +–1 7– + + +--- page 26 --- +“HKSCC Operational Procedures” the operational procedures of HKSCC, containing the +practices, procedures and administrative or other requirements +relating to HKSCC’s services and the operations and functions +of CCASS, FINI or any other platform, facility or system +established, operated and/or otherwise provided by or through +HKSCC, as from time to time in force +“HKSCC Participant” a participant admitted to participate in CCASS as a direct +clearing participant, a general clearing participant or a +custodian participant +“Hong Kong”, “HK” or +“Hong Kong SAR” +the Hong Kong Special Administrative Region of the PRC +“Hong Kong Offer Shares” the 524,900 H Shares being initially offered by the Company +for subscription pursuant to the Hong Kong Public Offering +(subject to reallocation as described in “Structure of the +Global Offering”) +“Hong Kong Public Offering” the offering of the Hong Kong Offer Shares for subscription +by the public in Hong Kong at the Offer Price on and subject +to the terms and conditions as set out in “Structure of the +Global Offering — The Hong Kong Public Offering” +“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 June 12, 2026 relating to the +Hong Kong Public Offering entered into by the Company, the +Controlling Shareholders, the Sole Sponsor and the Hong +Kong Underwriters, as further described in “Underwriting — +Underwriting Arrangements and Expenses — The Hong Kong +Public Offering — Hong Kong Underwriting Agreement” +“independent third party(ies)” entity(ies) or person(s) which, to the best of the Directors’ +knowledge, information, and belief having made all reasonable +enquiries, is/are not a connected person(s) of the Company +within the meaning of the Listing Rules +“International Offer Shares” the 9,972,400 H Shares initially offered by the Company for +subscription at the Offer Price pursuant to the International +Offering together with, where relevant, any additional H +Shares which may be issued by the Company pursuant to the +exercise of the Offer Size Adjustment Option and the +Over-allotment Option, as further described in “Structure of +the Global Offering” +“International Offering” the conditional placing of the International Offer Shares by the +International Underwriters at the Offer Price outside the +United States in offshore transactions in reliance on +Regulation S or any other available exemption from +registration under the U.S. Securities Act in each case on and +subject to the terms and conditions described “Structure of the +Global Offering” +DEFINITIONS +–1 8– + + +--- page 27 --- +“International Sanctions” all applicable laws and regulation to economic sanctions, +export controls, trade embargoes and wider prohibitions and +restrictions on international trade and investment related +activities, including those adopted, administered and enforced +by the U.S. Government, the EU and its member states, UN or +Government of Australia +“International Sanctions Legal +Advisor” +Hogan Lovells, our legal advisor as to International Sanctions +law in connection with the Listing +“International Underwriters” the group of international underwriters, led by the Overall +Coordinators that is expected to enter into the International +Underwriting Agreement to underwrite the International +Offering +“International Underwriting +Agreement” +the underwriting agreement expected to be entered into on or +about June, 22, 2026 by, among other parties, the Company, +the Controlling Shareholders, the Sole Sponsor, the Overall +Coordinators, and the International Underwriters, as further +described in “Underwriting — Underwriting Arrangements and +Expenses — The International Offering” +“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 Global Offering” +“Joint Lead Managers” the joint lead managers as named in “Directors and Parties +Involved in the Global Offering” +“Latest Practicable Date” June 8, 2026, being the latest practicable date for the purpose +of ascertaining certain information contained in this +prospectus prior to its publication +“Listing” the listing of the H Shares on the Main Board of the Stock +Exchange +“Listing Committee” the Listing Committee of the Stock Exchange +“Listing Date” the date expected to be on or about Wednesday, June 24, 2026, +on which the H Shares are listed and from which dealings +therein are permitted to take place on the Main Board of the +Stock Exchange +“Listing Rules” the Rules Governing the Listing of Securities on The Stock +Exchange of Hong Kong Limited, as amended, supplemented +or otherwise modified from time to time +“Main Board” the stock exchange (excluding the option market) operated by +the Stock Exchange which is independent from and operated +in parallel with GEM of the Stock Exchange +“Mr. Zhao” Mr. Zhao Yue ( Ⴛ൳), founder of the Group, chairman of the +Board, executive Director, and chief executive officer of the +Company +“Nomination Committee” the nomination committee of the Board +DEFINITIONS +–1 9– + + +--- page 28 --- +“Offer Price” HK$101.60, the final price per Offer Share in Hong Kong +dollars (exclusive of brokerage of 1.0%, AFRC transaction +levy of 0.00015%, SFC transaction levy of 0.0027% and Stock +Exchange trading fee of 0.00565%) at which the Offer Shares +are to be subscribed for pursuant to the Global Offering, to be +determined in the manner further described in “Structure of +the Global Offering — Pricing and Allocation” +“Offer Share(s)” the Hong Kong Offer Share(s) and the International Offer +Share(s), together with, where relevant, any additional H +Shares which may be issued by the Company pursuant to the +exercise of the Offer Size Adjustment Option and the +Over-allotment Option +“Offer Size Adjustment Option” the option granted by the Company to the International +Underwriters, exercisable by the Overall Coordinators (for +themselves and on behalf of the International Underwriters) +pursuant to the International Underwriting Agreement, +pursuant to which our Company may be required to allot and +issue up to an aggregate of 1,574,550 additional H Shares, +representing not more than 15.00% of the Offer Shares +initially available under the Global Offering, at the Offer Price +to, among other things, cover any excess market demand in +the International Offering (without being subject to any +reallocation mechanism), if any, further details of which are +described in “Offer Size Adjustment Option” in the section +headed “Structure of the Global Offering” in this prospectus +“Over-allotment Option” the option granted by the Company to the International +Underwriters, exercisable by the Overall Coordinators (for +themselves and on behalf of the International Underwriters) +pursuant to the International Underwriting Agreement, +pursuant to which our Company may be required to allot and +issue up to an aggregate of 1,574,550 additional H Shares, +representing not more than 15.00% of the Offer Shares +initially available under the Global Offering (assuming the +Offer Size Adjustment Option is not exercised at all) or up to +1,810,750 additional H Shares (representing in aggregate +approximately 15.0% of the Offer Shares being offered under +the Global Offering assuming the Offer Size Adjustment +Option is exercised in full), at the Offer Price to, among other +things, cover over-allocations in the International Offering, if +any, further details of which are described in “— +Over-allotment Option” and “— Stabilization” in the section +headed “— Structure of the Global Offering” in this +prospectus +“Overall Coordinators” the overall coordinators as named in “Directors and Parties +Involved in the Global Offering” +“Overseas Listing Trial Measures” or +“Trial Measures” +the Trial Administrative Measures of Overseas Securities +Offering and Listing by Domestic Companies ( ྤʫΆุྤ̮ +‘) promulgated by the CSRC +on February 17, 2023 +“Pathfinder SII(s)” has the meaning ascribed to it in Chapter 2.5 of the Guide +“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ ), the central bank +of the PRC +DEFINITIONS +–2 0– + + +--- page 29 --- +“PRC Company Law” Company Law of the PRC (‘), as +amended, supplemented or otherwise modified from time to +time +“PRC Legal Advisor” AllBright Law Offices, our legal advisor as to PRC law +“Pre-IPO Investment(s)” the investment(s) in the Company undertaken by the Pre-IPO +Investors, the details of which are set out in “History, +Development and Corporate Structure” +“Pre-IPO Investor(s)” the investor(s) as set out in “History, Development and +Corporate Structure” +“prospectus” this prospectus being issued in connection with the Hong +Kong Public Offering +“R&D” research and development +“Regulation S” Regulation S under the U.S. Securities Act +“Relevant Persons” means the Company, together with its investors and +shareholders and persons who might directly or indirectly, be +involved in permitting the listing, trading, clearing and +settlement of its shares including the Stock Exchange and +related group companies +“Relevant Sanction Jurisdiction” any jurisdiction that is relevant to the Company and has +sanctions related law or regulation restricting, among other +things, its nationals and/or entities which are incorporated or +located in that jurisdiction from directly or indirectly making +assets or services available to or otherwise dealing in assets of +certain countries, governments, person or entities targeted by +such law or regulation. For the purpose of this prospectus, +Relevant Jurisdictions include the United States, the European +Union, the United Kingdom, the United Nations and Australia +“Remuneration Committee” the remuneration committee of the Board +“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC +“SAFE” State Administration of Foreign Exchange of the PRC ( ʕശɛ +̮ි၍ଣ҅ ) +“Sanctioned Person” certain person(s) and identity(ies) listed on OFAC’s Specially +Designated Nationals and Blocked Persons List or other +restricted parties lists maintained by the United States, the +European Union, the United Kingdom, the United Nations or +Australia +“Sanctioned Target” any person or entity (i) designated on any list of targeted +persons or entities issued under the sanctions-related law or +regulation of a Relevant Jurisdiction; (ii) that is, or is owned +or controlled by, a government of a Comprehensively +Sanctioned Countries; or (iii) that is the target of sanctions +under the law or regulation of a Relevant Jurisdiction because +of a relationship of ownership, control, or agency with a +person or entity described in (i) or (ii) +“Securities and Futures Ordinance” or +“SFO” +Securities and Futures Ordinance (Chapter 571 of the Laws of +Hong Kong), as amended, supplemented or otherwise modified +from time to time +DEFINITIONS +–2 1– + + +--- page 30 --- +“SFC” Securities and Futures Commission of Hong Kong +“Share(s)” ordinary share(s) in the share capital of the Company with a +nominal value of RMB1.00 each, comprising Domestic +Share(s) and H Share(s) +“Shareholder(s)” holder(s) of the Share(s) +“Shanghai Stock Exchange” the Shanghai Stock Exchange (ה׸) +Shanghai Xianliu” Shanghai Xianliu Enterprise Management Partnership (Limited +Partnership) ( ɪऎ̀ʬΆุ၍ଣΥྫΆุ (Υྫ)), a +limited partnership established in the PRC on February 8, +2021 +“Shanghai Xianqi” Shanghai Xianqi Enterprise Management Partnership (Limited +Partnership) ( ɪऎ̀ɖΆุ၍ଣΥྫΆุ (Υྫ)), a +limited partnership established in the PRC on February 8, +2021 +“Shanghai Xiansan” Shanghai Xiansan Enterprise Management Partnership +(Limited Partnership) ( ɪऎ̀ɧΆุ၍ଣΥྫΆุ (Υ +ྫ)), a limited partnership established in the PRC on +December 25, 2020 +“Shanghai Xianwu” Shanghai Xianwu Enterprise Management Partnership +(Limited Partnership) ( ɪऎ̀ʞΆุ၍ଣΥྫΆุ (Υ +ྫ)), a limited partnership established in the PRC on October +8, 2021 +“Shanghai Xianyi” Shanghai Xianyi Enterprise Management Partnership (Limited +Partnership) ( ɪऎ̀ɓΆุ၍ଣΥྫΆุ (Υྫ)), a +limited partnership established in the PRC on December 30, +2020 +“Shenzhen Stock Exchange” the Shenzhen Stock Exchange (ה׸) +Sole Sponsor” and “Sponsor-Overall +Coordinator” +China International Capital Corporation Hong Kong Securities +Limited +“Sophisticated Independent +Investor(s)” +has the meaning ascribed to it under the Listing Rules +“Specialist Technology Company” has the meaning ascribed to it under the Listing Rules +“Stabilizing Manager” China International Capital Corporation Hong Kong Securities +Limited +“State Council” State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫ ) +“Stock Exchange” or “Hong Kong +Stock Exchange” +The Stock Exchange of Hong Kong Limited, a wholly owned +subsidiary of Hong Kong Exchanges and Clearing Limited +“subsidiary(ies)” has the meaning ascribed to it under the Listing Rules +“substantial Shareholder(s)” has the meaning ascribed to it under the Listing Rules +“Suzhou Xianwu No. 1” Suzhou Xianwu No. 1 Enterprise Management Partnership +(Limited Partnership) ( ᘽψ̹̀ͼɓΆุ၍ଣΥྫΆุ (ࠢ +Υྫ)), a limited partnership established in the PRC on July 7, +2025 +DEFINITIONS +–2 2– + + +--- page 31 --- +“Suzhou Xianwu No. 2” Suzhou Xianwu No. 2 Enterprise Management Partnership +(Limited Partnership) ( ᘽψ̹̀ͼɚΆุ၍ଣΥྫΆุ (ࠢ +Υྫ)), a limited partnership established in the PRC on July +11, 2025 +“Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs +issued by the SFC, as amended, supplemented or otherwise +modified from time to time +“Track Record Period” the three financial years ended December 31, 2025 +“treasury shares” has the meaning ascribed to it under the Listing Rules +“U.S.” or “United States” the United States of America, its territories and possessions, +any State of the United States, and the District of Columbia +“U.S. dollar” or “US$” United States dollar, the lawful currency of the United States +“U.S. Securities Act” United States Securities Act of 1933 and the rules and +regulations promulgated thereunder, as amended, +supplemented or otherwise modified from time to time +“Underwriters” the Hong Kong Underwriters and the International +Underwriters +“Underwriting Agreements” the Hong Kong Underwriting Agreement and the International +Underwriting Agreement +“V AT” value-added tax +“White Form eIPO ” the application for Hong Kong Offer Shares to be issued in the +applicant’s own name by submitting applications online +through the designated website of White Form eIPO Service +Provider at www.eipo.com.hk +“White Form eIPO Service +Provider” +Computershare Hong Kong Investor Services Limited +For ease of reference, the names of Chinese laws and regulations, governmental authorities, +institutions, natural persons or other entities (including certain of our subsidiaries) have been included +in this prospectus in both the Chinese and English languages and in the event of any inconsistency, the +Chinese versions shall prevail. +For the purpose of this prospectus, references to “provinces” of China include provinces, +municipalities under direct administration of the central government and provincial-level autonomous +regions. +Certain amounts and percentage figures included in this prospectus have been subject to +rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation +of the figures preceding them. Any discrepancies in any table or chart between the total shown and the +sum of the amounts listed are due to rounding. +DEFINITIONS +–2 3– + + +--- page 32 --- +This glossary contains definitions of certain technical terms used in this prospectus in +connection with us and our business. These may not correspond to standard industry definitions and +may not be comparable to similar terms adopted by other companies. +“adaptive learning” an educational method which uses computer algorithms as +well as artificial intelligence to orchestrate the interaction with +the learner and deliver customized resources and learning +activities to address the unique needs of each learner +“AGI” artificial general intelligence, the representation of generalized +human cognitive abilities in artificial intelligence so that, +when faced with any unfamiliar task that a human being is +capable of, it could find a solution to perform such task +“AGV” automated guided vehicle, automated, custom-made vehicles +that are able to transport packets, materials and/or products in +a logistical or production factory environment +“AMR” autonomous mobile robot, a category of robots designed to +navigate environments without human intervention using +advanced sensors and algorithms +“autonomous decision-making +capabilities” +the ability to make decisions leveraging algorithms and +mathematical models, without human intervention +“axis” or “axes” a degree of freedom, where increasing the number of axes +allows the robot to access a greater amount of space by giving +it more degrees of freedom +“BoM” bill of materials, an extensive list of raw materials, +components, and instructions required to construct, +manufacture, or repair a product or service +“CAGR” compound annual growth rate +“CE” Conformité Européenne, a mandatory conformity marking +indicating that a product complies with all applicable +European Union legislation concerning health, safety and +environmental protection requirements +“CE-EMC” Electromagnetic Compatibility Directive under the CE +marking system, which regulates electromagnetic interference +of electrical and electronic equipment +“CE-LVD” Low V oltage Directive under the CE marking system, which +defines which products fall within its field of application, +provides the essential (safety) requirements that electrical +equipment and components covered by it must comply with, +and outlines the conformity assessment procedure the +manufacturer must apply in order to ensure compliance with +the essential requirements +“CE-MD” Machinery Directive under the CE marking system, which +concerns machinery and certain parts of machinery and +combines mandatory specifications in health and safety with +voluntary harmonized standards +GLOSSARY OF TECHNICAL TERMS +–2 4– + + +--- page 33 --- +“control system” or “robotic control +system” +a system that manages, commands and regulates the behavior +of a robot to achieve desired outcomes, which includes an +embedded controller within the robot itself and cloud-based +software +“controller” or “robotic controller” a device or system that integrates intelligent algorithms, while +managing various sensors and actuators to enable autonomous +operation of the robot +“degree of freedom” the count of independent axis of motion that a robotic system +can autonomously manipulate to perform tasks +“embodied AI” an intelligent system that interacts with the environment +through physical forms (e.g., robots), capable of +environmental perception, information cognition, autonomous +decision-making, and action execution, while achieving +continuous intelligence growth and behavioral adaptation +through experiential feedback +“end-effector” a device attached to the end of a robot arm that directly +interacts with the environment to perform a specific task, such +as a gripper, welder, or spray gun +“end-to-end navigation” methods of generating control signals for mobile autonomous +devices directly from external sensors +“EtherCAT” Ethernet for Control Automation Technology, a real-time +Industrial Ethernet fieldbus system, which was introduced in +2003 and has been an international standard since 2007 +“execution system” the core software and hardware components responsible for +interpreting programmed instructions and orchestrating the +robot’s resources to accomplish its tasks +“FMS” fleet management system, a software system used to +coordinate and optimize the operation of a fleet of AMRs. It +handles dynamic task assignment, path planning, traffic +control, battery management, and status monitoring to ensure +the safe and efficient operation of robots in logistics or +manufacturing environments +“intelligent robot” a robot that exhibits intelligent behavior by using technologies +such as AI, machine learning and computer vision to simulate +human cognition and physical coordination +“LiDAR” a remote sensing method that uses light to measure the +distance or range of objects +“mobile manipulator” a robotic system that combines a mobile base with one or +more robotic arms (or manipulators), enabling it to navigate +through environments and perform complex manipulation +tasks +“multi-model configuration” a robot system’s ability to store and switch between different +pre-programmed settings or “models” for handling various +parts or tasks without manual reconfiguration +“orchestrating sensor and actuator” the process of coordinating and synchronizing the input from +sensors with the output to actuators to enable complex and +adaptive robot behaviors +GLOSSARY OF TECHNICAL TERMS +–2 5– + + +--- page 34 --- +“PCT” Patent Cooperation Treaty, an international treaty that +simplifies the process of filing patent applications in multiple +countries for a new invention +“physical AI” the integration of sophisticated AI algorithms into tangible, +interactive systems, which makes autonomous systems like +robots, self-driving cars and smart spaces perceive, understand +and perform complex actions in the real (physical) world +“QR Code” quick response code, a machine-readable optical label +containing information about the item to which it is attached +“RDS” Resource Dispatching System, a type of FMS developed +in-house by the Group +“reinforcement learning” a machine learning technique that trains software to make +decisions to achieve the most optimal results. It mimics the +trial-and-error learning process that humans use to achieve +their goals +“robot” a programmable, actuated mechanism capable of movement +with a certain degree of autonomy, designed to operate in +specific environments to perform predefined tasks +“RTK” real-time kinematic, a satellite navigation technique used to +enhance the precision of position data derived from +satellite-based positioning systems +“sensing systems” a type of integrated components that collect data from the +robot’s environment and its own state, providing necessary +information for control and decision-making +“SLAM” simultaneous localization and mapping, a computational +technique used by autonomous robots and vehicles to build or +update a map of an unknown environment while +simultaneously determining their own location within that map +“UL” Underwriters Laboratories, a leading product safety testing +and certification organization +“visual-language mapping” a multi-layer map that combines visual perception, semantic +understanding and 3D point cloud data +“visual-semantic recognition” the process of understanding and interpreting visual +information, such as images or videos, by connecting it with +relevant semantic knowledge or textual information +“VLA” vision-language-action, an AI model that integrates visual +perception, natural language understanding and action +planning. It enables robots or agents to interpret human +instructions (language), perceive the environment (vision), and +perform appropriate physical actions +“VSLAM” visual simultaneous localization and mapping, a specific type +of SLAM that leverages 3D vision to perform localization and +mapping functions when neither the environment nor the +location of the sensor is known +GLOSSARY OF TECHNICAL TERMS +–2 6– + + +--- page 35 --- +“WCS” warehouse control system, a real-time software system +responsible for directing the physical movement of goods +within warehouses and distribution centers. It interfaces +directly with automation hardware (such as shuttle systems, +stacker cranes and conveyor systems), executing instructions +from higher-level systems such as warehouse execution system +or WMS +“wheeled humanoid robot” a robot that combines a humanoid upper body with a wheeled +base for locomotion +“WMS” warehouse management system, a software that controls and +administers warehouse operations, including inventory +tracking, order fulfillment, shipping and receiving +“world model” a type of generative AI models that understand the dynamics +of the real world, including physics and spatial properties +GLOSSARY OF TECHNICAL TERMS +–2 7– + + +--- page 36 --- +This prospectus contains, and the documents incorporated by reference herein may contain, +forward-looking statements representing our goals, beliefs, expectations, intentions or predictions for +the future. These forward-looking statements are contained principally in “Summary,” “Risk Factors,” +“Industry Overview,” “Business,” “Financial Information” and “Future Plans and Use of Proceeds.” +Forward-looking statements typically can be identified by the use of words such as “aim,” “anticipate,” +“aspire,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goals,” “intend,” “may,” +“objective,” “ought to,” “outlook,” “plan,” “potential,” “project,” “schedules,” “seek,” “should,” +“target,” “vision,” “will,” “would” and other similar terms. Forward-looking statements reflect the +current views of the Directors with respect to future events, operations, liquidity and capital resources, +some of which may not materialize or may change. These statements are subject to certain risks, +uncertainties and assumptions, including those listed in “Risk Factors,” which are beyond our control +and may cause our actual results, performance or achievements to be materially different from any +future results, performance or achievements expressed or implied by the forward-looking statements. +Our forward-looking statements have been based on assumptions and factors concerning future +events that may prove to be inaccurate. Those assumptions and factors are based on information +currently available to us about the businesses that we operate. The risks, uncertainties and other factors, +many of which are beyond our control, that could influence actual results include, but are not limited +to: + our operations and business prospects; + our business and operating strategies and our ability to implement such strategies; + our future business development, financial condition and results of operations; + our ability to develop and manage our operations and business; + our ability to control costs and expenses; + our capital expenditure plan; + our expectations regarding demand for and market acceptance of our products and services; + our expectations regarding our relationships with customers, suppliers and other partners to +conduct our business; + our planned use of proceeds; + future developments, trends and competitive landscape in the industries and markets in +which we operate or plan to operate; + relevant government policies and regulations relating to our industry; and + capital market developments. +By their nature, certain disclosures relating to these and other risks are only estimates. Should one +or more of these risks or uncertainties, among others, materialize, or should the underlying assumptions +prove to be incorrect, actual results may vary materially from those estimated, anticipated or projected, +as well as from historical results. Accordingly, you should not place undue reliance on any +forward-looking statements. +Any forward-looking statement speaks only as of the date on which such statement is made. +Except as required by applicable laws, rules and regulations, including the Listing Rules, we undertake +no obligation to update any forward-looking statement to reflect events or circumstances after the date +on which such statement is made or to reflect the occurrence of unanticipated events. Statements of, or +references to, our intentions or those of any of the Directors are made as of the date of this prospectus. +Any such intentions may change in light of future developments. +All forward-looking statements in this prospectus are expressly qualified by reference to this +cautionary statement. +FORW ARD-LOOKING STATEMENTS +–2 8– + + +--- page 37 --- +An investment in our H Shares involves a high degree of risk. You should carefully consider the +following information about risks, together with the other information contained in this prospectus, +including our consolidated financial statements and related notes, before you decide to buy our H +Shares. If any of the circumstances or events described below actually arises or occurs, our +business, results of operations, financial condition and prospects would likely suffer . In any such +case, the market price of our H Shares could decline and you may lose all or part of your +investment. This prospectus also contains forward-looking information that involves risks and +uncertainties. Our actual results could differ materially from those anticipated in these +forward-looking statements as a result of many factors, including the risks described below. +RISKS RELATING TO OUR BUSINESS AND INDUSTRY +If we are unable to develop and introduce new products that adapt to changing market demand +and customer preferences in a timely manner, our business, financial condition, results of +operations and competitive position would be materially and adversely affected. +Our long-term success depends on our ability to develop, refine and launch innovative robotic +controllers and robots incorporating the latest technological advancements and meeting the evolving +customer preferences. The intelligent robot industry is characterized by rapid technological evolution, +shifting use-case requirements and intensifying competition. To remain competitive, we must +consistently introduce new products and upgrade existing offerings in a timely and cost-effective +manner. +Developing new products requires substantial investment in research and development and +involves numerous technical, operational and market-related risks. We may encounter unforeseen design +or engineering challenges in our research and development process. To maintain our market position, +we must: (i) design innovative, accurate and safety-enhancing functions that differentiate us from those +of our competitors; (ii) continuously improve the reliability of our current technology stack; (iii) follow +and respond effectively to technological advancements and new product launches; and (iv) quickly and +cost-effectively adjust to evolving customer demands, market conditions and industry trends. +Failure to anticipate or respond to market shifts or customer expectations in a timely manner +could result in diminished customer satisfaction, reduced market share and lost revenue opportunities. If +we are unable to successfully develop and launch new products or upgrade existing offerings, or if +these products fail to gain sufficient market acceptance, our business, financial condition, results of +operations and competitive position could be materially and adversely affected. +We have a limited operating history, which makes it difficult to evaluate our business and +prospects, and our historical growth may not be indicative of our future performance. +We began operations in 2020. Since our inception, our efforts have primarily focused on product +research and development and the initial commercialization of our offerings. We only started the sales +of controllers, robots, software and accessories in 2020. As a result, we have limited experience in +scaling our operations, managing large-scale deployments, and maintaining long-term commercial +relationships. Given the rapidly evolving nature of the intelligent robot industry, our limited track +record makes it difficult to evaluate our business, financial condition, results of operations and +prospects with a high degree of certainty. +Our ability to successfully commercialize future products may involve more inherent risks, require +longer lead times and incur higher costs than companies with more established operating histories. +While we have invested significantly in building our technological capabilities and product portfolio, +our ability to translate these efforts into consistent commercial success remains unproven. +Commercializing new and advanced robotics products requires significant resources, market knowledge, +and a technically capable sales and marketing team to educate and engage customers across diverse +industries. Due to our limited commercialization experience, we cannot assure you that our products +will achieve widespread adoption, meet internal or external sales forecasts, or deliver the expected +RISK FACTORS +–2 9– + + +--- page 38 --- +customer satisfaction. Any failure to achieve sustained market acceptance, meet evolving customer +needs, or maintain product quality could result in reputational harm, lower sales, and a material and +adverse effect on our business, financial condition and results of operations. +We have been and intend to continue investing significantly in R&D, which may not generate the +results we expect and therefore may adversely affect our short-term cash flow, liquidity and +profitability. +We have made, and expect to continue to make, substantial investments in research and +development to drive innovation and sustain our competitive edge in the rapidly-evolving intelligent +robot industry. During the Track Record Period, we recorded research and development expenses of +RMB63.7 million, RMB71.3 million and RMB79.2 million in 2023, 2024 and 2025, respectively, +representing 25.6%, 21.0% and 17.9% of our revenue, respectively. Given the pace of technological +advancement and shifting customer demands, continuous research and development is critical to +enhancing our current product portfolio and expanding into new product areas. Accordingly, we expect +to continue incurring significant research and development expenditures in the foreseeable future. +However, given the complex technological requirements and sophisticated algorithms involved in +intelligent robotic products, the outcomes of research and development initiatives are inherently +uncertain and may not produce the desired commercial or technical results. Despite our efforts, we may +fail to develop viable products, or we may encounter technical or regulatory challenges that delay or +prevent commercialization. In some cases, new technologies or market trends may emerge that render +our ongoing research and development efforts obsolete, potentially impairing our ability to recover +investments. +Moreover, even if our research and development initiatives result in successful product +innovations, the financial benefits may not materialize for several years, or at all. The timing and +magnitude of returns from research and development can be unpredictable and there is no assurance +that our efforts will generate sufficient revenues to offset costs. If we are unable to effectively translate +research and development into market-ready products or fail to achieve expected levels of adoption, our +business, financial condition and results of operations could be materially and adversely affected. +The development of our industry and market demand for our products may fall short of +expectations, which could materially and adversely affect our business, financial condition and +results of operations. +We operate in the intelligent robot industry, which is characterized by rapid technological +advancement, emerging applications and evolving customer demands. Our business growth depends +heavily on the continued expansion of the industry and the increasing adoption of intelligent robotic +products across diverse sectors. According to CIC, the size of the global intelligent robot market +increased from RMB130.2 billion in 2021 to RMB307.4 billion in 2025, representing a CAGR of 24.0% +from 2021 to 2025, and is projected to reach RMB850.0 billion by 2030, representing a CAGR of +24.6% from 2026 to 2030. However, given the nascent and dynamic nature of the market, the prediction +of the pace and scale of development, customer acceptance, and the overall size of our addressable +market may not be accurate. Our industry forecasts and internal estimates are based on publicly +available sources, third-party reports, and our own assumptions regarding factors such as technology +penetration, customer readiness, and macroeconomic trends. These projections involve significant +uncertainty and may be affected by variables beyond our control, such as slower-than-expected adoption +of automation technologies, delayed transformation by industrial customers, and fluctuations in +government incentives or regulatory support. If our underlying assumptions prove inaccurate or the +market evolves differently than anticipated, our business opportunities could be significantly narrower +than projected. +In addition, the commercialization cycle for intelligent robotic products often involves long lead +times, extensive customer education and customization. Even if our products offer competitive +advantages in terms of performance or pricing, many target customers, particularly those in early stages +of automation, may delay purchasing decisions due to budget constraints, organizational readiness, or +RISK FACTORS +–3 0– + + +--- page 39 --- +preference for existing systems. Any delay in market development or lower-than-expected customer +demand could limit our revenue growth and profitability, and materially and adversely affect our +business, financial condition and results of operations. +The industry in which we operate is highly competitive. If our differentiated business model fails +to gain broad market acceptance, or if we are unable to compete effectively, our business, +financial condition and results of operations may be materially and adversely affected. +The intelligent robot industry is rapidly emerging and evolving, characterized by a wide variety of +market participants with different business models, technological focuses and commercialization +strategies. According to CIC, there are more than 3,000 robotics enterprises in the industrial intelligent +robot industry, whose market size amounted to RMB307.4 billion in 2025 in terms of revenue. While +the market offers significant growth potential, it remains at an early stage of development with no +universally established business model or dominant competitive framework. We compete primarily with +other companies that focus on the development and commercialization of intelligent robots and robotic +solutions. We operate in a differentiated business model which we believe is well-positioned to address +the growing complexity of industrial automation needs. However, there can be no assurance that our +business model will be widely accepted by the market or preferred over alternative models. If +customers fail to recognize the value of our business model, we may lose competitive advantages or +face difficulties in customer acquisition and retention. +Moreover, some of our competitors have longer operating histories, stronger brand recognition, +broader customer bases, more established sales networks and significantly greater financial resources +than we do. These advantages may allow them to respond more quickly and effectively to new +technologies, shifting customer preferences, regulatory changes and emerging market opportunities. As +a result, we may face challenges in gaining or sustaining market share if we are unable to match or +exceed the pace of innovation and customer engagement set by these established players. There can be +no assurance that we will maintain or strengthen our competitive position in this fast-changing market. +Failure to do so could materially and adversely affect our business, financial condition and results of +operations. +We recorded a net loss and had net operating cash outflows during the Track Record Period. +In 2023, 2024 and 2025, we recorded a net loss of RMB47.7 million, RMB42.3 million and +RMB47.1 million, respectively. These losses reflect our strategic focus on scaling our operations in the +rapidly growing intelligent robot market and continuously investing in research and development. As +we continue to expand our business, we may continue to incur net loss, because we expect our costs +and expenses, particularly those related to research and development as well as sales and marketing +efforts, to increase further. In addition, we expect to incur substantial costs and expenses as a result of +being a public company. Our ability to generate profit will depend on our ability to launch new +products, enhance existing technologies, attract and retain customers, improve operational efficiency +and effectively respond to competitive pressures. Accordingly, we cannot assure you that we can +achieve or sustain profitability in the foreseeable future. +We recorded net cash used in operating activities of RMB25.0 million and RMB27.8 million in +2024 and 2025, respectively. We recorded net cash flows from operating activities of RMB10.3 million +in 2023. See “Financial Information — Liquidity and Capital Resources — Cash Flows” for details. We +cannot assure you that we will be able to generate positive cash flows from operating activities in the +future. If we continue to record net operating cash outflows in the future, our working capital may be +constrained, which in turn affects our ability to fund day-to-day operations, pursue strategic initiatives +or respond to market opportunities. Our liquidity primarily depends on our ability to generate adequate +operating cash inflows and access external financing through equity offerings and debt instruments. +These external sources of funding may not be available to us on favorable or commercially reasonable +terms, or at all. If we fail to obtain sufficient funding in a timely manner and on reasonable terms, or at +all, our business, financial condition and results of operations may be adversely affected. +RISK FACTORS +–3 1– + + +--- page 40 --- +If we fail to attract new customers, retain existing customers or increase customer spending in a +cost-effective manner or expand into new geographical markets or industry sectors, our business +and growth prospects may be materially and adversely affected. +Our ability to attract new customers in a cost-effective manner is essential to our long-term +growth and profitability. We sell our products directly to customers, including both integrators and end +customers, and we expect to continue increasing our investments in marketing, brand promotion and +customer acquisition to drive growth. However, these efforts require significant resources and may not +always yield the expected return. If our marketing activities do not resonate with our target audience or +do not convert awareness into actual sales, our growth may be adversely affected. Additionally, we may +not be able to retain or recruit a sufficient number of experienced sales and marketing personnel, or to +train newly hired sales and marketing personnel, which could undermine our sales and marketing +strategies and adversely affect our profitability. +We generally do not enter into long-term contracts with our major customers. As a result, +customer demands for our products may fluctuate significantly depending on their internal project +cycles, budgets or evolving automation strategies. There is no assurance that our existing customers +will place repeat orders, increase their purchases or continue to use our products at the same level, or at +all. If we fail to continuously meet or exceed customer expectations, enhance our product offerings or +provide reliable technical support, our existing customers may turn to alternative providers with broader +product portfolios, more competitive pricing or longer track records. +To drive growth, we also need to increase customer spending on our products. Customer spending +in the intelligent robot industry is influenced by a variety of factors, including customer satisfaction +with product performance, service responsiveness, cost-effectiveness and the ability to deliver value in +new application scenarios. If customer acceptance plateaus, or if the expansion of use cases across +industries slows, our ability to generate recurring revenue or upsell to customers may be impaired. +Inability to drive deeper engagement from our customer base could materially and adversely affect our +business, financial condition and results of operations. +We serve customers in over 35 countries and regions and intend to continue to expand our +customer base both domestically and internationally. However, our efforts to expand into new +geographical markets or industry sectors may be hindered by local regulatory barriers, cultural or +operational differences, or limited market readiness for intelligent robotics products. If we are unable to +tailor our strategies to the unique needs of different geographic regions or industry sectors, or fail to +anticipate customer preferences and purchasing behaviors, our acquisition costs may rise without a +corresponding increase in revenue, which could materially and adversely affect our revenue growth and +overall business prospects. +We may experience quality issues in relation to our products, which could result in accidents, +reduce market adoption, damage our brand image, subject us to product recalls or expose us to +product liability and other claims that could materially and adversely affect our business. +The quality of our products depends on the effectiveness of our quality assurance measures, +including the quality and reliability of components used in our products and our ability to ensure that +third-party manufacturers adhere to our quality assurance protocols and product specifications. The +development and manufacturing of intelligent robotic products, particularly those involving complex +control systems, navigation models and embedded software, can present technical challenges, especially +as we rely on third-party manufacturers for manufacturing processes. Some defects or errors arising +from the manufacturing processes of our third-party manufacturers may not be identified until after the +products have been delivered and used in real-world environments, in which case we may incur +significant additional development costs and product recall, repair, replacement costs, or compensation. +As advised by our PRC Legal Advisor, we shall be liable for damages arising from defects in our +products. Our reputation or brand may be damaged as a result of these problems and customers may be +reluctant to buy our products, which could adversely affect our ability to retain existing customers and +attract new end customers and could adversely affect our financial results. Although we attempt to +remedy any issues we observe in our products as effectively and rapidly as possible, such efforts may +not be timely, may hamper production or may not be to the satisfaction of our customers. +RISK FACTORS +–3 2– + + +--- page 41 --- +Furthermore, product defects, whether actual or perceived, could significantly harm our brand +image and undermine customer trust, especially as we scale our presence across different markets and +industries. Even isolated incidents may receive heightened scrutiny or negative publicity, particularly in +sectors where safety, reliability and stability are paramount. If we are unable to detect and address such +issues promptly, or if our remedies fail to meet customer expectations, we may suffer a loss of +reputation, reduced customer retention and diminished competitive positioning, which could materially +and adversely affect our business, financial condition, results of operations and growth prospects. +If we are unable to deliver high-quality products on schedule, our business may be materially and +adversely affected. +Our ability to meet customer demand, maintain customer satisfaction and grow our business +depends heavily on the consistent, efficient and timely operation of our production through third-party +manufacturers. Any disruption to their manufacturing capabilities or our logistics operations could delay +the delivery of our products, damage customer relationships and negatively affect our reputation in the +market. Our supply chain and logistics operations are vulnerable to a variety of risks, including natural +disasters such as earthquake, fire, drought, flood and pandemic. In particular, extended outage of +critical utilities or transportation systems could materially impact our ability to fulfill orders. +Consistently delivering high-quality products at volume requires ongoing coordination with our +ecosystem partners, stable procurement of components and robust quality control measures. If we are +unable to maintain quality standards or meet delivery schedules, we may face order cancellations, +financial penalties, loss of customer trust or reputational harm, all of which could materially and +adversely affect our business, financial condition, results of operations and growth prospects. +We are subject to risks relating to the engagement of third-party manufacturers for the +production and testing of our products. +We collaborate with third-party manufacturers to manufacture all of our robots and robotic +controllers. As a result, the loss or unavailability of our third-party manufacturers, even temporarily, +could have a negative impact on our business, financial condition and results of operations. Replacing +third-party manufacturers may be time-consuming and costly. We may also be required to seek out +additional manufacturers in response to increased demand for our products, as our current +manufacturers may not have the capacity to increase production. If we fail to receive a substantial +portion of the products made by our manufacturers, or if we fail to shift to new ones, our sales and +profitability could be significantly reduced. +We outsource the production of our products to our suppliers, exercising quality control +throughout the production process. See “Business — Supply Chain Management” and “Business — +Quality Control” for details. Nevertheless, we may not have effective control over whether our +manufacturers would strictly follow our specifications and instructions as to, for example, components +to be used in the production of our products. There is always a risk that one or more of our third-party +manufacturers will not comply with our requirements, and that we may not be able to discover such +non-compliance immediately or at all. As such, the use of third-party manufacturers may expose us to +product liability claims, administrative penalties, confiscation or destruction of certain products and +their revenue, the revocation of our business license, or the imposition of other administrative or +criminal liabilities. If defective products are manufactured and sold, it would result in damage to our +reputation, product recall, product liability claims and other consequences that could materially and +adversely affect our business. +We are susceptible to supply shortages and increased costs of components, which may materially +and adversely affect our business, financial condition and results of operations. +Our ability to meet production targets and customer demand depends on the timely and sufficient +supply of components, such as chips, sensors and batteries, from third-party suppliers. Any disruption +or delay in supply, whether due to logistics issues or supply-side constraints, may impede our ability to +manufacture products on schedule and in required quantities. Natural or man-made events, including +adverse weather, industrial accidents, labor shortages or strikes, may damage infrastructure, disrupt +RISK FACTORS +–3 3– + + +--- page 42 --- +transportation networks or impair the operations of our suppliers. These events could also hinder the +delivery of our products to customers. Continued or repeated disruptions may result in delayed order +fulfillment, lost sales opportunities and reputational harm. +Furthermore, we face risks of component price volatility. As demand for intelligent robotic +products increases, shortages in components may drive up procurement costs. Disruptions caused by +natural disasters or global events, such as the COVID-19 pandemic, have also highlighted supply chain +vulnerability. If we are unable to secure key inputs on commercially reasonable terms or at all, or are +forced to procure at elevated prices without the ability to pass on increased costs to our customers, our +margins and profitability may be materially impacted. If we fail to mitigate these supply chain risks or +secure sufficient quantities of components in a timely and cost-effective manner, our business, financial +condition, results of operations and growth prospects could be materially and adversely affected. +We may face pricing pressures from our customers, which could affect our business, financial +condition and results of operations. +As the intelligent robot industry evolves, we are exposed to increasing pricing pressures driven by +intensified competition, greater product standardization and heightened customer expectations. Many of +our customers, including integrators and end customers, possess substantial bargaining power due to +their size, procurement scale and access to alternative suppliers. These customers may demand more +favorable commercial terms, including price concessions, volume discounts, flexible payment and +delivery arrangements. +Our historical pricing models are still evolving and may not remain effective as we expand into +new verticals, geographical markets, or customer segments. Competitive dynamics, such as aggressive +pricing strategies by established players or new entrants, may force us to reduce prices and profitability. +Additionally, our ability to command premium pricing may be constrained if customers perceive limited +differentiation in our offerings or if we are unable to demonstrate a clear return on investment. In +response to customer demand or market shifts, we may be required to adjust our pricing strategies, +extend credit periods, or offer value-added services at little or no additional cost. Although such +measures may help sustain customer relationships, they could adversely affect our business, financial +condition and results of operations, and compromise our ability to generate sustainable profitability. +We cannot guarantee that our growth strategies will be successfully implemented or bring about +outcomes as we expected. +We continue to execute a number of strategies to expand our business. See “Business — Our +Strategies” and “Future Plans and Use of Proceeds” for details. However, expanding our business +involves risks and challenges. These business initiatives are new and evolving, some of which may +prove unsuccessful. It may also take a longer time than expected for us to develop the technologies and +build market acceptance of our products, and we may not have sufficient experience in executing these +new business initiatives effectively. We cannot assure you that any of these new business initiatives will +achieve our expected market acceptance and generate the desired outcome. If our efforts fail to enhance +our monetization abilities, we may not be able to maintain or increase our revenues or recover any +associated costs, and our business, financial condition and results of operations may be materially and +adversely affected. +Our ability to conduct business in major developed and emerging markets may be adversely +affected by legal, regulatory, political and economic risks. +We serve customers spanning over 35 countries and regions, including major developed and +emerging markets. In 2023, 2024 and 2025, revenue from markets outside of China was RMB47.6 +million, RMB49.2 million and RMB76.4 million, respectively, accounting for 19.1%, 14.5% and 17.3% +of our total revenue in the same years, respectively. As these markets are expected to be a significant +contributor to our long-term growth, we intend to continue to expand our geographic footprint through +increased investment in overseas sales channels, marketing efforts and customer support services. +However, our expansion entails a number of inherent challenges and risks, including: (i) challenges in +complying with a wide range of complex and evolving regulatory requirements across jurisdictions; (ii) +RISK FACTORS +–3 4– + + +--- page 43 --- +geopolitical instability, trade protection or adverse changes in government policies; (iii) operational +complexity and high resource demand; (iv) currency fluctuations; and (v) difficulties in gaining brand +recognition and customer trust in new markets. +Failure to successfully navigate these risks or to adapt our business model to local market needs +could limit our ability to grow internationally, adversely affect our global competitiveness and +materially affect our reputation, business, financial condition and results of operations. +We may incur additional expenses to obtain, maintain or renew the necessary approvals. +We are required to obtain and maintain the requisite licenses and approvals for our business in +China and other jurisdictions where we operate our business. The intelligent robot industry and the +various industries of our clients to whom we provide our products are subject to the regulatory +oversight of a number of governmental authorities. Obtaining, renewing or maintaining the necessary +permits, licenses and certificates required for our business could lead to considerable time and financial +costs, which could have a material adverse effect on our business, financial condition and operating +results. The adoption of any new laws and regulations or any update to regulatory environment, may +restrain our ability to expand our business. Furthermore, as we develop and expand our business, we +may need to obtain additional permits and licenses and incur additional compliance costs. +If we fail to manage our inventory effectively, our business, financial condition, results of +operations and liquidity may be materially and adversely affected. +We had inventories of RMB85.3 million, RMB94.9 million and RMB107.1 million as of +December 31, 2023, 2024 and 2025, respectively. In 2023, 2024 and 2025, our inventory turnover days +were 263 days, 186 days and 167 days, respectively. As of December 31, 2023, 2024 and 2025, +impairment of inventories was RMB2.3 million, RMB4.9 million and RMB6.2 million, respectively. As +the intelligent robot industry is characterized by evolving technologies, increasing competition, +changing industry standards and changing market demands, our products may quickly become outdated +due to fast-changing trends and constant technological advancements. Any mismanagement of inventory +could lead to increased impairment directly impacting our profitability, tied-up capital in slow-moving +inventory, reduced liquidity, and higher storage and handling costs pressuring our margins, which may +adversely and materially affect our business, financial condition and results of operations. +Any failure to offer high-quality after-sales services for our customers may harm our relationships +with them and, consequently, our business. +Our ability to retain existing customers and attract new ones depends significantly on the quality +of our after-sales services. As our customer base continues to grow and we expand into new geographic +markets, we must scale our after-sales support network to meet rising and diverse customer +expectations. We generally provide a warranty period of 14 months from the date of delivery or 12 +months from the date of acceptance, whichever is earlier. However, we may face challenges in +recruiting and retaining a sufficient number of qualified personnel with the experience and technical +knowledge necessary to support our products effectively. If we are unable to respond promptly to +customer inquiries or service requests, particularly during periods of heightened demand, our customers +may experience dissatisfaction, leading to reduced trust in our brand and damage to our reputation. +Additionally, expanding our service network into international markets may expose us to higher +operating costs and compliance risks due to varying consumer protection laws and regional service +standards. +Moreover, if we fail to adapt the scope or delivery of our after-sales services to evolving customer +needs or to match the capabilities of our competitors, we may lose business opportunities. A perception +of inadequate support, whether or not justified, could negatively affect customer satisfaction and reduce +repeat business and referrals, ultimately impacting our revenue, profitability and growth prospects. +RISK FACTORS +–3 5– + + +--- page 44 --- +Our business development benefited from a favorable regulatory environment and supportive +policies for the intelligent robot industry and government grants. Any future reductions or +withdrawal of governmental support or grants could materially and adversely affect our business, +financial condition and results of operations. +Our growth and business development have benefited, and are expected to continue to benefit, +from supportive government policies that promote the advancement of the intelligent robot industry. +However, there can be no assurance that such regulatory support will continue at the current level or at +all. Any reduction, modification, or withdrawal of these policies due to changes in government +priorities, budget constraints, shifts in political landscape, or macroeconomic conditions, may result in +reduced demand for our products and adversely impact our business. +In 2023, 2024 and 2025, we recorded government grants of RMB3.7 million, RMB8.5 million and +RMB8.5 million, respectively. If governmental authorities decide to reduce or cancel such government +grants, or require us to repay part or all of the government grants we previously received pursuant to +applicable laws and regulations, our business, financial condition and results of operations may be +adversely affected. As these government grants are provided typically on a one-off basis, there is no +guarantee that we will continue to receive or to benefit from them in the future. In addition, we may +not be able to successfully or timely obtain government grants that may become available to us in the +future, and such failure could adversely affect our business, financial condition and results of +operations. +We are subject to supplier concentration risk during the Track Record Period. +We depend on a limited number of suppliers to provide us with components and manufacturing +services. In 2023, 2024 and 2025, our five largest suppliers in each year during the Track Record +Period accounted for, in the aggregate, 40.1%, 38.7% and 32.6%, respectively, of our total cost of sales +for the same years, and our single largest supplier in each year during the Track Record Period alone +accounted for 14.5%, 15.8% and 10.1%, respectively, of our total cost of sales for the same years. Our +business operations may be materially and adversely affected if any of our major suppliers were to +experience disruptions, increase prices significantly, reduce supply volumes, or cease to cooperate with +us. In particular, if we are unable to identify and qualify alternative suppliers in a timely and +cost-effective manner, we may face delays in delivery, increased procurement costs or challenges in +meeting customer demand, any of which could negatively impact our business, financial condition and +results of operations. Although we have been working to diversify our supply base, there is no +assurance that we will be able to reduce our reliance on major suppliers or effectively mitigate the risks +associated with supplier concentration. +If we fail to obtain or generate sufficient capital to maintain our operations and finance our +growth strategies, or fail to do so on favorable or commercially acceptable terms to us, our +operations and prospects could be negatively affected. +Our business and future strategies are capital-intensive and require substantial investments in +areas including research and development and products promotion and marketing. As we scale our +operations and pursue growth opportunities, our capital expenditure may increase significantly. +Although we plan to fund these needs through internally-generated cash flows and external financing, +our future capital requirements are subject to uncertainty and may exceed our current expectations. If +we fail to obtain sufficient capital in a timely manner or on acceptable terms, or at all, we may be +required to significantly reduce our spending, delay or cancel our planned activities, or substantially +change our corporate strategy, which may materially and adversely affect our business, financial +condition, results of operations and growth prospects. +In addition, our future capital needs and other business reasons could require us to issue +additional equity or debt securities or obtain a credit facility. The issuance of additional equity or +equity-linked securities could dilute our shareholders’ interest and decrease the dividend per share. The +incurrence of indebtedness would result in an increase in debt service obligations and could result in +operating and financing covenants that would restrict our operations or our ability to pay dividends to +our shareholders. +RISK FACTORS +–3 6– + + +--- page 45 --- +We may not be able to protect our intellectual property rights globally, and our ability to compete +could be harmed if our intellectual property rights are infringed by third parties. +Our success depends in large part on our ability to protect our proprietary technologies as well as +our products from competition by obtaining, maintaining and enforcing our intellectual property rights. +If we are not able to adequately protect or enforce the intellectual property rights relating to our robotic +controllers, robots, software and other technologies, competitors could be able to access and use them, +and our operations and financial condition could be adversely affected. We currently attempt to protect +our technology through a combination of patent, copyright, trademark and trade secret laws, employee +and third-party nondisclosure agreements and similar means. As of the Latest Practicable Date, we had +195 registered patents and filed 31 patent applications which were pending approval in China. See +“Business — Intellectual Property Rights” for details. +However, our ability to obtain, maintain and enforce intellectual property protection is subject to +various limitations and risks, especially in light of our operational model. In particular, we outsource +the entire manufacturing process to third-party manufacturing partners, and cooperate with external +parties for certain research and development activities. While we implement contractual safeguards, +including confidentiality and IP assignment clauses, these arrangements may not be sufficient to prevent +the unauthorized use or misappropriation of our proprietary technologies by such third parties. There is +a risk that our manufacturing or R&D partners may use our trade secrets or technologies for their own +benefit, disclose them to competitors, or fail to adequately safeguard them, intentionally or +unintentionally. Any such breach may be difficult to detect or prove and could result in the dilution or +outright loss of our intellectual property rights. +Moreover, our patent portfolio may not provide comprehensive protection for all aspects of our +technology in all jurisdictions. The patent application process may be expensive and time-consuming, +and we may not be able to file and prosecute all necessary or desirable patent applications at a +reasonable cost or in a timely manner, if at all. We may not have adequate intellectual property rights in +certain proprietary technology in jurisdictions that are important to the business or that one day may +become important to the business where we do not currently own any issued or applied-for patents. In +addition, the laws of some foreign countries do not protect our intellectual property rights as fully as do +the laws of other countries, and our ability to protect our intellectual property rights will differ per +jurisdiction. In addition, we may fail to identify patentable aspects of our research and development +outputs before it is too late to obtain patent protection. As a result, we may not be able to prevent +competitors from developing and commercializing competitive products in all such fields. +Patents may be invalidated, and patent applications may be denied for several reasons, including +known or unknown deficiencies in the patent application or the lack of novelty in the underlying +invention or technology. Even if our patent applications are successfully granted, the scope of +protection may be limited and may not effectively prevent competitors from developing similar or +alternative technologies or products without infringing our rights. As a result, granted patents may not +offer meaningful protection or competitive advantage. Our patents may also be challenged in courts or +by patent offices in China and other jurisdictions, and the grant of a patent does not guarantee its +validity, scope, enforceability or rightful inventorship. +Further, the life of a patent and the protection it affords are limited. We may face competition for +any approved products even if we successfully obtain patent protection once the patent life expires for +such products. Any of the foregoing could materially and adversely affect our business, financial +condition, results of operations and competitive position. +If third parties claim that we infringe upon their intellectual property rights, we may incur +liabilities and redesign or discontinue selling relevant products. +Some of our competitors have large patent portfolios and may claim that the commercial use of +our products has infringed upon their patents. These patents have broad claims, so it might be alleged +that certain features of our products fall within the claims of such patents. Therefore, our competitors +may initiate legal proceedings alleging that we are infringing upon, misappropriating or otherwise +violating their intellectual property rights in connection with the commercialization of relevant +RISK FACTORS +–3 7– + + +--- page 46 --- +products. We cannot assure you that we or our products will not infringe any intellectual property rights +held by third parties in the future. We may face claims of infringement of third parties’ proprietary +rights or claims for indemnification resulting from infringement arising from our operations or the +design, development and distribution of our products. In addition, we may be unaware of intellectual +property registrations or applications relating to our products or business operations that may give rise +to potential infringement claims against us. There may also be technologies licensed to and relied on by +us that are subject to infringement or other corresponding allegations or claims by third parties. +Companies in the intelligent robot industry may use intellectual property litigation to gain a +competitive advantage. Whether a product infringes upon a patent involves an analysis of complex legal +and factual issues. We may hire employees who have previously worked for our competitors or other +companies in relevant industries. We cannot guarantee that such employees will not use their previous +employers’ proprietary know-how or trade-secrets in their work for us, which could result in litigation +against us. Our competitors may also have filed for patent protection which is not as yet a matter of +public knowledge or claim trademark rights that have not been revealed through our searches of +relevant public records. Our efforts to identify and avoid infringing upon third parties’ intellectual +property rights may not always be successful. Any claims of patent or other intellectual property +infringement, regardless of their merit, could: (i) be expensive and time-consuming to defend; (ii) cause +us to pay substantial damages to third parties; (iii) forbid us from making or selling products that +incorporate the challenged intellectual property; (iv) require us to redesign, re-engineer or re-brand our +products; (v) cause us to enter into royalty or licensing agreements in order to obtain the right to use a +third-party intellectual property, which may not be available on terms acceptable to us or at all; (vi) +divert the attention of our management; or (vii) result in customers terminating, deferring or limiting +their purchase of the affected products until resolution of the litigation. +We may from time to time in the ordinary course of our business be confronted with claims or +allegations relating to intellectual property infringement. Such claims may or may not escalate to legal +proceedings, the outcomes of which are unpredictable. In case of any disputes or lawsuits, there can be +no assurance that we will be able to prevail in our defense or reverse any unfavorable judgment, ruling +or decision against us. Any of these or future proceedings or actions or claims, with or without merit, +could be costly and distract our management from day-to-day operations. We may incur substantial +legal expenses in defending against such infringement claims, regardless of their merits. If we fail to +successfully defend against these claims or do not prevail in such proceedings, we may be prohibited +from using certain intellectual property rights, subject to substantial amounts of damages, fines or +penalties or ordered to cease operations of certain aspects of our business, which may in turn have a +material and adverse effect on our business, financial condition and results of operations, as well as +cause negative publicity and tarnish our reputation. +Obtaining and maintaining our patent protection depends on compliance with various procedural, +documentary, fee payment and other requirements imposed by governmental patent agencies, and +our patent protection could be reduced or eliminated for non-compliance with these requirements. +The China National Intellectual Property Administration and various governmental patent agencies +in other jurisdictions require compliance with a number of procedural, documentary, fee payment and +other similar provisions during the patent application process and over the lifetime of the patent. +Non-compliance events, including non-payment of periodic maintenance fees, and failure to properly +legalize and submit formal documents, can result in abandonment or lapse of the patent or patent +application, leading to partial or complete loss of patent rights in the relevant jurisdictions. In any such +event, our competitors might be able to enter the market, which would materially and adversely affect +our business, financial condition and results of operations. +Failure to fulfill our obligations in respect of contract liabilities could adversely affect our +liquidity and financial condition. +Our contract liabilities mainly represent cash collections in advance of fulfilling performance +obligations. We recorded contract liabilities of RMB45.2 million, RMB46.1 million and RMB37.1 +million as of December 31, 2023, 2024 and 2025. See “Financial Information — Discussion of Certain +Key Items on Consolidated Statements of Financial Position” for details. There is no assurance that we +RISK FACTORS +–3 8– + + +--- page 47 --- +will be able to fulfill our obligations in respect of contract liabilities as the fulfillment of our +performance obligations is subject to various factors that are beyond our control. If we are not able to +fulfill our obligations with respect to our contract liabilities, the amount of contract liabilities will not +be recognized as revenue, and we may have to refund the advance payment made by our customers. As +a result, our liquidity and financial condition may be adversely affected. +We are exposed to credit risk related to defaults of our customers and the recoverability of our +trade and notes receivables. If we fail to collect trade and notes receivables from our customers in +a timely manner, our business, financial condition and results of operations may be materially and +adversely affected. +We are exposed to credit risks related to delays in payment and defaults of our customers or +related parties. As of December 31, 2023 and 2024 and 2025, we had trade and notes receivables of +RMB53.7 million, RMB109.0 million and RMB169.6 million, respectively. Our trade receivables +turnover days were 61 days, 81 days and 111 days in 2023, 2024 and 2025, respectively. We may not be +able to collect all such trade and notes receivables due to various factors that are beyond our control, +including the long payment cycle of certain of our suppliers, adverse operating conditions and financial +condition of our customers. If our customers delay or default on their payments to us, we may have to +make impairment provisions and write off the relevant receivables, and our liquidity and financial +condition would be adversely affected. +We are subject to risk related to the prolonged cash conversion cycle. +During the Track Record Period, we experienced fluctuations in turnover days of inventories, +which are 263 days, 186 days and 167 days in 2023, 2024 and 2025, respectively. In addition, our trade +receivables turnover days were 61 days, 81 days and 111 days in 2023, 2024 and 2025, respectively. +However, our trade payables turnover days were 82 days, 96 days and 127 days in 2023, 2024 and +2025, respectively. The mismatch between our cash inflows and outflows could adversely impact our +liquidity and financial stability, resulting in the need to seek additional financing or use of working +capital to cover operational expenses, potentially leading to increased financial costs or strain on our +resources. Although we have made efforts to improve the collection of trade receivables and the +turnover days by collecting and discussing repayment schedules with our customers, these efforts may +not be successful. If our inventory turnover days and our trade receivables turnover days continue to +increase or remain relatively high, it may lead to a longer cash conversion cycle, which could further +add pressure to our cash flow and working capital. Our financial position, business and results of +operations might be materially and adversely impacted. +We may be subject to the risks associated with international trade policies, geopolitics and trade +protection measures, including imposition of trade restrictions and sanctions, and our reputation, +business, financial condition and results of operations could be adversely affected. +We are exposed to risks associated with evolving international trade policies, geopolitical +developments and trade protection measures. International trade policies, laws and regulations, +including tariffs, trade restrictions, sanctions, export controls and other measures driven by national +security or foreign policy considerations, are subject to changes. These measures are often shaped by +broader geopolitical dynamics, including changes in the overall relationship between China and other +countries and regions such as the United States. Any deterioration in such relationships, or the adoption +of new or more restrictive trade-related measures, could disrupt global supply chains, increase costs of +raw materials, components or technologies, reduce cross-border trade, investment and technology +exchange, and affect our business prospects, business partners, suppliers, customers and access to +capital. Such developments may also adversely affect global economic conditions, financial market +stability and the trading price of our H Shares. +In addition, on October 28, 2024, the U.S. Department of the Treasury issued a final rule on +outbound investment (the “ Final Rule ”) to implement the executive order of August 9, 2023, which +became effective on January 2, 2025. The Final Rule imposes investment prohibition and notification +requirements on U.S. persons (as defined in the Final Rule) for a wide range of investments in entities +associated with China (including Hong Kong and Macau), collectively defined as “covered foreign +RISK FACTORS +–3 9– + + +--- page 48 --- +persons,” that are engaged in activities relating to three sectors: (i) semiconductors and +microelectronics, (ii) quantum information technologies, and (iii) AI systems. U.S. persons subject to +the Final Rule are prohibited from making, or required to report, certain investments in covered foreign +persons, which are defined as “covered transactions,” and include certain acquisitions of an equity +interest, certain debt financing, joint ventures, and certain investments as a limited partner in a +non-U.S. person pooled investment fund. However, the Final Rule contains exceptions for certain +investments, including the Publicly Traded Securities Exception (the “ PTSE”). The PTSE allows U.S. +persons to purchase our publicly traded securities, as long as the investment made does not afford a +U.S. person rights beyond standard minority shareholder protections. +As we are engaged in the development of AI systems used for the control of robotic systems, our +activities may be viewed as falling within the scope of activities relating to AI systems under the Final +Rule, and we may therefore be deemed a covered foreign person. Consequently, acquisition of our +equity interests by U.S. persons may constitute a notifiable transaction, which imposes an obligation on +U.S. persons to make a notification to the U.S. Department of the Treasury pursuant to the Final Rule. +Although investments in our publicly traded H Shares, including purchasing our H Shares in this Global +Offering, may fall within the PTSE, investors should consult their legal counsel regarding any potential +notification obligations or other obligations as required by the Final Rule. +The Final Rule and other U.S. policies and regulations relating to outbound investment may +continue to evolve, which may introduce new hurdles and uncertainties for cross-border collaborations, +investments and financing activities involving China-based issuers, including us. On February 21, 2025, +U.S. President Donald Trump issued a memorandum titled “America First Investment Policy,” +indicating that U.S. Executive Order 14105 is under review and that the U.S. administration will +consider new or expanded restrictions, including by broadening the scope of covered sectors. We cannot +rule out the possibility that the scope, interpretation or enforcement of the Final Rule or similar +regulations may be expanded or otherwise modified in the future, or that we may become subject to +additional restrictions or notification requirements as a result of such developments. Any such +developments could adversely affect our ability to attract U.S. investors, raise capital from the U.S. +market, pursue cross-border collaborations or strategic transactions involving U.S. persons, or otherwise +access international capital markets. +As of the Latest Practicable Date, escalating U.S.-China tensions had not had a material adverse +effect on our operations. However, given the rapidly evolving nature of relevant policies and regulatory +measures, we cannot assure you that such developments will not materially and adversely affect our +business, financial condition, results of operations, prospects or the trading price of our H Shares in the +future. +Confidentiality agreements and non-compete covenants with employees may not adequately +protect our proprietary rights. +We have taken multiple measures to protect our technology and know-how, including entering into +confidentiality agreements and non-compete covenants with employees. There is no assurance that these +agreements will not be breached, that we will have adequate remedies for any breach in time or at all, +or that our self-developed technology, know-how or other intellectual property will not otherwise +become known to third parties. In addition, others may independently discover trade secrets and +proprietary information, limiting our ability to assert any proprietary rights against such parties. Costly +and time-consuming litigation could be necessary to enforce and determine the scope of our trade +secrets and proprietary rights, and failure to obtain or maintain trade secret and proprietary information +protection could adversely affect our competitive position. +Our success relies on key management and other highly qualified personnel with specialized skills. +Attracting and retaining key individuals, such as key management, technical staff, qualified +executives and sales personnel, are critical to our business, research and development endeavors and the +successful commercialization of our products. The expertise of our senior leadership and management +RISK FACTORS +–4 0– + + +--- page 49 --- +team plays a vital role in our achievements. Competition for highly skilled employees in our industry is +increasingly intense. Any changes in our management team could disrupt our operations, as we cannot +predict whether key personnel will leave or whether we will be able to find qualified replacements. +We intend to hire additional qualified employees to support our business operations and planned +expansion. Competition for qualified talent is intense. We compete with many other companies for +engineers and research and development professionals with meaningful experience in designing and +developing our products, as well as for skilled marketing, operations and support service professionals, +and we may not be successful in attracting and retaining the professionals, qualified staff or other +highly skilled employees to achieve our strategic objectives. If we fail to do so, our ability to achieve +our strategic objectives may be adversely impacted and our business, financial condition and results of +operations may be harmed. +If we are unable to maintain a diverse, inclusive and attractive working environment, or if our +compensation and culture cease to be seen as competitive, our ability to attract and retain talent could +be materially and adversely affected, which in turn would impact our business, financial conditions and +results of operations. +Our business and prospects depend on our ability to build our brand and reputation, which could +be harmed by negative publicity regarding our brand, Directors, employees, or products, whether +warranted or not. +We believe that maintaining and enhancing our brand is of significant importance to the success +of our business. Since we operate in a highly competitive market, brand maintenance and enhancement +directly affect our ability to maintain our market position. The successful promotion of our brand will +depend on the effectiveness of our marketing efforts and the number of word-of-mouth referrals we +receive from satisfied customers. We may incur extra expenses in promoting our brand. However, we +cannot assure you that these activities are and will be successful or that we can achieve the brand +promotion effect we expect. In addition, negative publicity about our brand, Directors, employees, or +products, whether warranted or not, may adversely affect our brand, reputation and business. Certain of +such negative publicity may come from malicious harassment or unfair competition acts by third +parties, either of which is beyond our control. +Our legal rights to some leased properties may be challenged. +We may not be able to successfully extend or renew our leases upon expiration of the current term +on commercially reasonable terms, or at all, and may therefore be forced to relocate our affected +operations. This could disrupt our operations and result in significant relocation expenses, which could +adversely affect our business, financial condition and results of operations. In addition, we compete +with other businesses for premises at certain locations or of desirable sizes. As a result, even though we +could extend or renew our leases, rental payments may significantly increase as a result of the high +demand for the leased properties. In addition, we may not be able to locate desirable alternative sites +for our facilities as our business continues to grow, and failure in relocating our affected operations +could adversely affect our business and results of operations. +As of the Latest Practicable Date, we were unable to file the lease agreements for registration +with respect to four of our leased properties in China due to the lessors’ failure to provide us with valid +property ownership certificates or other necessary documents required for the registration. If these +lessors are not the legal owners or have not obtained the proper authorization from the legal owners of +such premises, the legal owners of such premises or third-party tenants that have leased from the legal +owners will have ground to challenge the validity of our leasehold interest in the affected premises. +Under the relevant PRC laws and regulations, the parties to a lease agreement have the obligation to +register and file the executed lease agreement. According to the relevant PRC regulations, we may be +ordered by the relevant government authorities to register the relevant lease agreements within a +prescribed period, and we may be subject to a fine ranging from RMB1,000 to RMB10,000 for each +non-registered lease agreement if we fail to comply. We estimate that the maximum penalty we may be +subject to for these unregistered lease agreements will be approximately RMB40,000, which we believe +RISK FACTORS +–4 1– + + +--- page 50 --- +is immaterial. As advised by our PRC Legal Advisor, the validity and enforceability of the lease +agreements are not affected by the failure to register or file the lease agreements with the relevant +government authorities. +Additionally, if disputes or government actions due to title challenges arise, we may encounter +difficulties in continuing to lease such properties and may be required to relocate. If any of our leases +are terminated or voided as a result of challenges from third parties or government agencies, we would +need to seek alternative premises and incur relocation costs. We cannot assure you that we will be able +to relocate such operations to suitable alternative premises, and any such relocation may result in +disruption to our business operations and result in loss of earnings. We also cannot assure you that we +will be able to effectively mitigate the possible adverse effects that may be caused by such disruption, +including loss and costs. Any such disruption, loss or costs could materially and adversely affect our +business, financial condition and results of operations. +We may incur additional expenses to detect fraudulent or illegal activities or other misconduct by +our employees, customers, suppliers or other third parties. +We are exposed to fraudulent or illegal activities or other misconduct by our employees, +customers, suppliers or other third parties, which could subject us to liabilities, fines and other penalties +imposed by government authorities and negative publicity. Monitoring and detecting such activities +could lead to considerable time and financial costs, which could have a material adverse effect on our +business, financial condition and operating results. Any illegal, fraudulent, corrupt or collusive activity +by our employees, customers, suppliers or other third parties, including, but not limited to, violations of +anti-corruption or anti-bribery laws, could subject us to negative publicity which could severely damage +our brand and reputation and, if conducted by our employees, further subject us to significant financial +and other liabilities to third parties and fines and other penalties imposed by government authorities. +We have granted, and may continue to grant, certain awards under our share incentive plans, +which may result in increased share-based compensation expenses. +We have established share incentive plans to grant awards to our employees and other designated +persons for the purpose of attracting and retaining suitable personnel to enhance our development. We +recorded share-based payments expenses of RMB26.8 million, RMB31.7 million and RMB28.8 million +in 2023, 2024 and 2025, respectively. We believe such share-based awards are important to our business +development, and we may continue to grant share-based awards in the future. As a result, our +share-based payment expenses may increase, which may further increase our share-based payments +expenses, adversely affect our financial performance, and dilute existing Shareholders’ stake. If we +reduce the amount of share-based compensation awards, we may not be able to attract or retain key +personnel by offering them incentives linked to the value of our Shares. +We are subject to the evolving regulatory requirements regarding the end markets of our +products. +The intelligent robot industry is subject to relevant regulatory landscape in the jurisdictions in +which we operate. These include, but are not limited to, regulations relating to product safety, data +privacy and cybersecurity, labor standards, export controls and environmental protection. As the +adoption of intelligent robotic products and solutions expands across industries and geographies, +regulatory authorities may introduce new standards or tighten existing requirements to address emerging +concerns regarding automation, human-robot interaction, or ethical and safety considerations. +Given the rapid development of the industry, applicable regulations may be evolving, we may +incur substantial costs to comply with new regulatory requirements, or face delays or barriers in +product development, certification or deployment. In particular, increased scrutiny of AI-related +technologies, cross-border data flows or autonomous system safety could affect the design, production +and sale of our products. +RISK FACTORS +–4 2– + + +--- page 51 --- +Failure to timely adapt to or comply with evolving regulatory standards may result in penalties, +business interruptions, or reputational damage, which could in turn materially and adversely affect our +business, financial condition, results of operations and growth prospects. +Our business growth and results of operations may be affected by changes in global and regional +macroeconomic conditions, natural disasters, health epidemics and pandemics, and social +disruption and other outbreaks. +Uncertainties about global economic conditions and regulatory changes and other factors, +including fluctuation of interest rates, inflation level, unemployment, labor and healthcare costs, access +to credit, consumer confidence and other macroeconomic factors may pose risks, and materially and +adversely affect demand for our products. In addition, natural disasters such as floods, earthquakes, +sandstorms, snowstorms, fire or drought, the outbreak of a widespread health epidemic or any severe +epidemic disease such as SARS, Ebola, Zika or COVID-19, acts of war, terrorism or other force +majeure events beyond our control may disrupt our research and development, manufacturing and +commercialization activities and business operations, all of which could adversely affect our business, +financial condition, results of operations and growth prospects. +We may be involved in legal proceedings and disputes, which could materially and adversely +affect our reputation, business, financial condition and results of operations. +We may be involved in legal proceedings and commercial or contractual disputes in the ordinary +course of our business. We cannot assure you that we will not be involved in various legal and other +disputes in the future, which may expose us to additional risks and losses. In addition, we may have to +pay legal costs associated with such disputes, including fees relating to appraisal, auction, execution +and legal advisory services. Litigation and other disputes may lead to inquiries, investigations and +proceedings by regulatory authorities and other governmental agencies and may result in damage to our +reputation, additional operating costs and diversion of resources and management’s attention from our +core business. The disruption of our business due to judgment, arbitration and legal proceedings against +us or adverse adjudications in proceedings against our Directors, senior management or key employees +may materially and adversely affect our reputation, business, financial condition and results of +operations. +We have limited insurance coverage, which could expose us to operational risks. +Any uninsured occurrence of business disruption, litigation or natural disaster, or significant +damages to our uninsured equipment or facilities could have a material adverse effect on our results of +operations. Our current insurance coverage may not be sufficient to prevent us from any loss and there +is no certainty that we will be able to successfully claim our losses under our current insurance policy +on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies, or the +compensated amount is significantly less than our actual loss, our business, financial condition and +results of operations could be materially and adversely affected. If such risks materialize, we may also +suffer substantial losses. +Strategic alliances, investments or acquisitions may have a material and adverse effect on our +business, financial condition and results of operations. +We may in the future enter into strategic alliances with various third parties. Strategic alliances +with third parties could subject us to a number of risks, including risks associated with sharing +proprietary information, non-performance by the counterparty, and an increase in expenses incurred in +establishing new strategic alliances, any of which may materially and adversely affect our business. We +may have little ability to control or monitor their actions. To the extent strategic third parties suffer +negative publicity or harm to their reputation from events relating to their business, we may also suffer +negative publicity or harm to our reputation by virtue of our association with such third parties. +In addition, we may acquire additional assets, technologies or businesses that are complementary +to our existing businesses. Future acquisitions and the subsequent integration of new assets, +technologies and businesses into our own would require significant attention from our management and +RISK FACTORS +–4 3– + + +--- page 52 --- +could result in a diversion of resources from our existing businesses, which in turn could adversely +affect our business. Acquired assets, technologies or businesses may not generate the financial or +operating results we expect. In addition, acquisitions could result in the use of substantial amounts of +cash, dilutive issuances of equity securities, incurrence of debt, incurrence of significant goodwill +impairment charges, amortization expenses for other intangible assets and exposure to potential +unknown liabilities of the acquired business. +Our information technology networks and systems may encounter malfunctions, unexpected +system failure, interruption, insufficiency or security breaches which could materially and +adversely affect our reputation, business, financial condition and results of operations. +We rely on our information technology and software systems to effectively manage various +customers’ and suppliers’ data, research and development data, and financial and human resources data. +Any significant failure in our information technology and software systems could result in transaction +errors, processing inefficiencies and loss of sales and customers, or lead to loss or leakage of +confidential information. We may collect the business contact information from customers or suppliers, +or process other business information that does not contain personal information. Any security and +privacy breaches of customer information may damage our customer relations and our reputation and +may expose us to legal liability. +Our information technology and software systems may be subject to damage or interruption, +primarily due to unexpected emergency circumstances beyond our control, including power outages, +fire, natural disasters, systems failures, security breaches, unauthorized access to our information +systems, hackings intended to cause malfunctions, loss or corruption of data, software, hardware or +other computer equipment, intentional or inadvertent transmission of computer viruses and other similar +events. We may also encounter problems when upgrading our systems, which could disrupt our +operations and adversely affect our results of operations. +The data privacy and data security laws in the jurisdictions where we operate are subject to rapid +and evolving changes, imposing significant compliance requirements on us, and concerns about +our practices or policies with respect to the processing of data, could materially and adversely +affect our reputation, business, financial condition and results of operations. +During our business operation, we may possess business information and contact information from +our customers, suppliers and other business partners. As a result, our operations are subject to laws and +regulations on data privacy and security. Compliance with the evolving data protection laws in the PRC, +as well as data security and privacy laws in jurisdictions where we intend to operate, may increase our +compliance burden and require us to devote additional resources. Any actual or perceived inadequacy in +our data privacy and security practices, including concerns from our customers, suppliers and other +business partners with whom we conduct business, could damage our reputation and operating results. +If we were to expand our business globally, we would increasingly become subject to various laws, +regulations and standards, as well as contractual obligations relating to data privacy and security in the +jurisdictions in which we were to operate. The regulatory and legal frameworks regarding data privacy +and security issues in many jurisdictions are constantly evolving and developing and can be subject to +significant changes from time to time, including in ways that may result in conflicting requirements +among various jurisdictions. Interpretation and implementation standards and enforcement practices are +similarly in a state of flux and are likely to remain uncertain for the foreseeable future. As a result, we +may not be able to comprehensively assess the scope and extent of our compliance responsibility at a +global level, and may fail to fully comply with the applicable data privacy and security laws, +regulations and standards. Moreover, these laws, regulations and standards may be interpreted and +applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be +interpreted and applied in ways that may be inconsistent with our existing practices. We will need to +maintain heightened internal control and risk management policies to ensure sound compliance with +such evolving policies, which requires significant resources and efforts. The theft, loss, or misuse of +data to run our business or by our partners could result in significantly increased security costs, damage +to our reputation, regulatory proceedings, litigation, fines, investigations, remediation efforts, +indemnification expenditures, disruption of our business activities or other increased costs related to +defending legal claims. +RISK FACTORS +–4 4– + + +--- page 53 --- +In recent years, government authorities across the world have been increasingly focusing on +privacy and data protection. Particularly in China, the substantial base of our business operations, the +PRC government has enacted a series of laws and regulations on the protection of data and personal +information. For instance, the PRC Cybersecurity Law (‘) came into +effect on June 1, 2017, the Standing Committee of the National People’s Congress of China +promulgated the PRC Data Security Law (‘) came into effect on +September 1, 2021, and the Measures on Data Export Security Assessment (‘) +came into effect on February 15, 2022. See “Regulatory Overview — Regulations on Information +Security and Privacy Protection” for details. +We may be subject to laws and regulations regarding privacy and data protection in China and +other areas and jurisdictions, if applicable. In addition, as our customers expand their footprints +globally, they may leverage our products in other countries or territories outside China and are thus +required to comply with laws and regulations regarding privacy and data protection in such +jurisdictions. As a result, we may be required to upgrade our products to help them comply with such +laws and regulations. As of the Latest Practicable Date, we had not been subject to any inspection, +action, compulsory administrative measure or penalty from the PRC authorities or any other relevant +regulatory bodies in relation to our compliance with privacy and data protection laws and regulations. +We have adopted various measures to ensure legal compliance. See “Business — Data Security +and Privacy” for details. We cannot assure you that our privacy and data protection measures are, and +will be, always considered sufficient under applicable laws and regulations. +In addition to government regulation, privacy advocates and industry groups have and may in the +future propose self-regulatory standards from time to time. These and other industry standards may +legally or contractually apply to us, or we may elect to comply with such standards. We expect that +there will continue to be new proposed laws and regulations concerning data privacy and security, and +we cannot yet determine the impact such future laws, regulations and standards may have on our +business. New laws, amendments to or reinterpretations of existing laws, regulations, standards and +other obligations may require us to incur additional costs and restrict our business operations. If so, in +addition to the possibility of fines, lawsuits, regulatory investigations, public censure, other claims and +penalties, and significant costs for remediation and damage to our reputation, we could be materially +and adversely affected if legislation or regulations are expanded to require changes in our data +processing practices and policies or if governing jurisdictions interpret or implement their legislation or +regulations in ways that negatively impact our business, financial condition and results of operations. +Any inability to adequately address data privacy or security-related concerns, even if unfounded, or to +comply with applicable laws, regulations, standards and other obligations relating to data privacy and +security, could require significant resources and efforts, which can have a material effect on our +business, financial condition and results of operations. +While we strive to comply with our published privacy policy as well as all applicable data privacy +and security laws and regulations, and contractual obligations in respect of all data (including personal +data), there is no assurance that we are able to comply with these laws, regulations and contractual +obligations in all respects. Any actual or perceived failure by us, our customers or business partners to +comply may result in investigations, proceedings or actions against us, including fines and penalties or +enforcement orders (including orders to cease processing activities) being levied on us by government +agencies or proceedings or actions against us by our business partners or customers, including class +action litigation in certain jurisdictions, which could damage our reputation and discourage current and +future business partners and/or customers from using our products. +We are subject to cybersecurity risks to our products and customer data processed by us or +third-party vendors or suppliers, and any material weakness, interruption, cyber event, incident +or breach of security could prevent us from effectively operating our business. +Our products feature complex information systems. We have designed and implemented security +measures intended to prevent cybersecurity breaches and unauthorized access to our information +technology systems, and we intend to introduce additional security measures as needed. Nevertheless, +there is a possibility that hackers and other malicious actors might attempt to gain unauthorized access +RISK FACTORS +–4 5– + + +--- page 54 --- +in the future, seeking to modify, alter or manipulate our products’ software or access data stored within +or generated by our products. Errors and vulnerabilities within our information technology systems may +be subject to probing by third parties and could be exposed and exploited in the future, and remediation +of such breaches may not be prompt or entirely successful. +Unauthorized access or control of our information systems, or any breach of data security, could +result in various risks including harm to our customers, unsafe operational conditions or product failure, +which could result in interruptions in our business, legal claims or proceedings that may not result in +our favor and could subject us to significant liability. Moreover, regardless of their veracity, reports of +unauthorized access to our information technology systems or data, as well as any perception that our +products or systems are vulnerable to hacking or lack adequate safety controls, could have a material +adverse effect on our business, financial condition, results of operations, growth prospects and cash +flows. +Our operating and financial results are subject to seasonal fluctuations. +Many of our customers formulate their annual procurement plans in the first quarter of each year. +Their actual purchases of our products usually generate revenue for us in the second half of each year. +The degree of seasonality may vary from year to year due to conditions in the industry and other +factors, which makes it difficult for us to predict the level of demand with precision. If seasonal +demand exceeds our expectation, we may not have sufficient stock or arrange for timely production and +delivery. If seasonal demand is lower than our expectation, we could be left with excess inventory, +higher working capital and liquidity requirements, as well as the risk of impairment losses on our +inventory. We expect to continue to experience seasonal fluctuations in our revenue, results of +operations and financial condition, which could result in volatility and adversely affect the price of our +H Shares. +The wide variety of payment methods that we accept subjects us to third-party payment +processing-related risks. +The number of customers who settled payments through third-party channels, referred to as +“Third-Party Settled Customers,” was two, three and one in 2023, 2024 and 2025. We have ceased +accepting any third-party payment as of August 31, 2025. See “Business — Third-party Payment +Arrangement” for details. We are subject to the risks relating to such third-party payments, including +potential money laundering risks as we have limited knowledge about the source and purpose of the +funds utilized by the third-party payers. In the event of any claims or legal actions, whether civil or +criminal, initiated against us by third-party payers or their liquidators regarding third-party payments or +for violation or non-compliance of laws and regulations, we would need to allocate significant financial +and managerial resources to defend ourselves, and we may be forced to comply with the court ruling +and return the payment for the products that we sold and services that we provided, and our business, +financial condition, results of operations, growth prospects and cash flows may be adversely affected. +We face exposure to foreign currency exchange rate fluctuations, and such fluctuations could +adversely affect our financing arrangements, business, financial condition and results of +operations. +Fluctuations in the exchange rate of Renminbi against Hong Kong dollar, U.S. dollar, Euros and +other foreign currencies are affected by, among other things, the changes in China’s and international +political and economic conditions. The proceeds from the Global Offering will be denominated in Hong +Kong dollars. As a result, any appreciation of Renminbi against U.S. dollar, Hong Kong dollar or any +other foreign currencies may result in a decrease in the value of our foreign currency-denominated +assets and our proceeds from the Global Offering. Conversely, any depreciation of Renminbi may +adversely affect the value of, and any dividends payable on, our H Shares in foreign currencies. We +have not utilized, and may not in the future utilize, any instrument to reduce our foreign currency risk +exposure. All of these factors could affect our business, results of operations, financial condition and +prospects, and could affect the value of, and dividends payable on, our H Shares in foreign currencies. +RISK FACTORS +–4 6– + + +--- page 55 --- +We are subject to changing laws and regulations regarding regulatory matters, corporate +governance and public disclosure that have increased both our costs and the risk of +non-compliance. +We are or will be subject to rules and regulations by various governing bodies, including, for +example, once we have become a public company, the Stock Exchange and the SFC, which are charged +with the protection of investors and the oversight of companies whose securities are publicly traded, as +well as the various regulatory authorities in China, and to new regulatory measures under applicable +law. Our efforts to comply with new laws and regulations have resulted in, and are likely to continue to +result in, increased general and administrative expenses and a diversion of management time and +attention from revenue-generating activities to compliance activities. Any difficulties or delays in +adapting to these regulations and any subsequent changes may increase our compliance costs, expose us +to regulatory inquiries or actions, and adversely affect our business. +Expectations relating to environmental, social and governance considerations and related +reporting obligations expose us to potential liabilities, increased costs, reputational harm, and +other adverse effects on our business. +To identify, manage, and mitigate ESG risks, we may incur additional costs and expenses which +could impact our financial performance. Given the nature of our business, we do not produce any +material amount of emissions and wastes and we do not cause heavy pollutions. Nonetheless, we +monitor environmental and climate-related risks that may impact our business, strategy and financial +performance and evaluate the magnitude of the resulting impact over the short-, medium- and long-term +horizons. We monitor a wide range of indicators such as power consumption, emission of greenhouse +gas, water consumption and waste generation to manage our environmental and climate-related risks +arising from our operations and are committed to providing adequate support to our employees to +nurture a friendly and inspirational corporate culture. This commitment may entail incurring substantial +additional costs and would potentially impact our profitability. See “Business — Environmental, Social +and Governance” for details. +In addition, the increasing ESG-related regulatory requirements, including various ESG disclosure +mandates in the jurisdictions where we operate, may lead to rising compliance costs. Failure to adapt to +new regulations or meet evolving industry expectations and standards could result in consumers +choosing products from other companies, which may materially and adversely affect our business, +financial condition and results of operations. +Failure to make adequate contributions to various employee benefit plans as required by +regulations may subject us to penalties. +In accordance with the PRC Social Insurance Law (‘) and the +Regulations on the Administration of Housing Fund (၍ଣૢԷ‘) and other relevant laws +and regulations, China has established a social insurance system, including basic pension insurance, +basic medical insurance, work-related injury insurance, unemployment insurance, maternity insurance +and housing fund system. An employer is required to make contributions to the statutory social +insurance and housing fund for its employees in accordance with the rates provided under relevant +regulations and withhold the contribution amounts to be paid by the employees themselves. However, +during the Track Record Period and up to the Latest Practicable Date, we had not made social insurance +and housing provident fund contributions for some of our employees in full in accordance with the +relevant PRC laws and regulations. During the Track Record Period, the shortfall in social insurance +contributions amounted to approximately RMB1,392 thousand, RMB1,402 thousand and RMB1,234 +thousand, and the shortfall in housing provident fund contributions amounted to approximately +RMB176 thousand, RMB432 thousand and RMB254 thousand. In addition, we engaged third-party +human resource agencies to pay social insurance and housing provident funds for certain of our +employees. Relevant PRC authorities might determine that we shall make up for social insurance and +housing fund contributions or that we are subject to fines and legal sanctions in relation to our failure +to make social insurance and housing fund contributions in full for our employees. During the Track +RISK FACTORS +–4 7– + + +--- page 56 --- +Record Period and up to the Latest Practicable Date, we had not been subject to any penalties for the +social insurance non-compliances and therefore did not incur any administrative penalties. See +“Business — Employees” for details. +On July 31, 2025, the Supreme People’s Court promulgated the Interpretation (II) of the Supreme +People’s Court on Issues Concerning the Application of Law in the Trial of Labor Dispute Cases ( ௰ +༆ᙑ (ɚ)‘) (the “ Interpretation ”), which came +into effect on September 1, 2025, pursuant to which our employees may initiate litigations against us +for our failure to make full social insurance and housing provident fund contributions. Our Directors +believe that the Interpretation will not have a material adverse impact on our business or financial +performance, having considered that (i) as advised by our PRC Legal Advisor, the Interpretation does +not constitute a law or administrative regulation in the field of social insurance management, and +therefore social insurance authorities are not expected to proactively rely on it as a basis for imposing +administrative penalties, (ii) as further advised by our PRC Legal Advisor, the Interpretation does not +contain provisions relating to housing provident funds and does not impose additional obligations on +enterprises with respect to housing provident fund contributions, and (iii) our independent auditor and +PRC Legal Advisor are of the view that no provision is required to be made in respect of the +Interpretation. For our measures to fully comply with the Interpretation and relevant laws and +regulations, see “Business — Employees” for details. +However, we cannot assure you that the relevant government authorities will not require us to pay +the outstanding amount and impose late fees or fines on us. If we are otherwise subject to +investigations related to non-compliance with labor laws and are imposed severe penalties or incur +significant legal fees in connection with labor law disputes or investigations, our business, financial +condition, results of operations and cash flows may be adversely affected. +Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic +events, global pandemics and interruptions by man-made problems, such as network security +breaches, computer viruses or terrorism. Material disruptions of our business or information +systems resulting from these events could adversely affect our business, financial condition and +results of operations. +A significant natural disaster, such as an earthquake, fire, flood or pandemic, occurring at our +headquarters, at one of our local offices and facilities or where a business partner is located could +adversely affect our business, financial condition and results of operations. Further, if a natural disaster +or man-made problem were to affect our service providers, this could adversely affect the ability of our +customers to use our products. In addition, natural disasters and acts of terrorism could cause +disruptions in our or our customers’ businesses, national economies or the world economy as a whole, +as was the case with the COVID-19 pandemic. We also rely on our network and third-party +infrastructure and enterprise applications and internal technology systems for our engineering, sales and +marketing, and operations activities. In the event of a major disruption caused by a natural disaster or +man-made problem, we may be unable to continue our operations and may endure system interruptions, +reputational harm, delays in our development activities, lengthy interruptions in service, breaches of +data security and loss of critical data, any of which could adversely affect our business, financial +condition and results of operations. +In addition, computer malware, viruses and computer hacking, fraudulent use attempts and +phishing attacks have become more prevalent in our industry and may occur on our platform in the +future. Any failure to maintain performance, reliability, security, integrity and availability of our +products and services and technical infrastructure, including third-party infrastructure and services upon +which we rely, may expose us to significant consequences, including legal and financial exposure and +loss of customers, and give rise to litigation, consumer protection actions, or harm to our reputation, +and as a result, may hinder our ability to retain existing customers and attract new customers. +RISK FACTORS +–4 8– + + +--- page 57 --- +RISKS RELATING TO DOING BUSINESS IN THE COUNTRIES AND REGIONS WHERE WE +OPERATE +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 vast majority of our revenue is derived from our businesses in the PRC during the Track Record +Period. Accordingly, our financial condition, results of operations and prospects are, to a material +extent, subject to economic, political, and legal developments in the PRC. Demand for our products and +our ability to maintain operations are subject to the influence of macroeconomic conditions in China. +China’s economy has experienced significant growth over the past decades since the +implementation of reform and opening-up policy. In recent years, the PRC government has implemented +measures emphasizing the utilization of market forces in economic reform and the establishment of +sound corporate governance practices in business enterprises. The economic reform measures may be +adaptively adjusted from industry to industry or across different regions of the country in the future. If +the business environment changes, our business may also be materially and adversely affected. +Y ou may have limited resources in effecting services of legal process or enforcing overseas +judgments against us, our Directors and our senior management. +Substantially all of our business and operations are located in the PRC. In addition, substantially +all of our Directors and officers reside in China and substantially all of their assets are located in +China. It may be difficult for investors to effect service of process upon those persons residing in China +or to enforce against us or them in China any judgments obtained from non-PRC courts. The PRC does +not have treaties providing for the reciprocal recognition and enforcement of judgments of courts of +most other jurisdictions. As a result, recognition and enforcement in the PRC of judgments of a court in +any of these jurisdictions outside China may be difficult or even impossible. +On July 14, 2006, the Supreme People’s Court of the PRC and the Government of the Hong Kong +Special Administrative Region signed an Arrangement on Reciprocal Recognition and Enforcement of +Judgments in Civil and Commercial Matters (ʝႩ̙ +τર‘ ) (the “ Arrangement ”). Under the Arrangement, a +party with an enforceable final court judgment rendered by any designated people’s court of China or +any designated Hong Kong court requiring payment of money in a civil and commercial case according +to a written choice of court agreement, may apply for recognition and enforcement of the judgment in +the relevant people’s court of China or Hong Kong court. A written choice of court agreement is +defined as any agreement in writing entered into between parties after the effective date of the +Arrangement in which a Hong Kong court or a PRC court is expressly designated as the court having +sole jurisdiction for the dispute. Therefore, it may not be possible to enforce a judgment rendered by a +Hong Kong court in China if the parties in the dispute did not agree to enter into a choice of court +agreement in writing. As a result, it may be difficult or impossible for investors to effect service of +process against certain of our assets or Directors in China in order to seek recognition and enforcement +of foreign judgments in China. +On January 18, 2019, the Supreme People’s Court of the PRC and Hong Kong entered into an +agreement regarding the scope of judgments which may be enforced between China and Hong Kong +(τર‘) (the “ New Arrangement ”). +The New Arrangement will broaden the scope of judgments that may be enforced between China and +Hong Kong under the Arrangement. Whereas a choice of jurisdiction needs to be agreed in writing in +the form of an agreement between the parties for the selected jurisdiction to have exclusive jurisdiction +over a matter under the Arrangement, the New Arrangement provides that the court where the judgment +was sought could apply jurisdiction in accordance with certain rules without the parties’ agreement. The +New Arrangement will replace the Arrangement when the former becomes effective. The New +Arrangement became effective on January 29, 2024, both in China and in Hong Kong. Under the New +Arrangement, any party concerned may apply to the relevant PRC court or Hong Kong court for +recognition and enforcement of the effective judgments in civil and commercial cases subject to the +conditions set forth in the New Arrangement. +RISK FACTORS +–4 9– + + +--- page 58 --- +We may be subject to additional regulatory requirements relating to new laws and regulations in +connection with overseas securities offerings and listings. +On July 6, 2021, the relevant PRC government authorities issued the Opinions on Strictly +Cracking Down Illegal Securities Activities in Accordance with the Law (ج +จԈ‘). These opinions emphasized the need to strengthen the administration over illegal +securities activities and the supervision on overseas listings by China-based companies and proposed to +take effective measures, such as promoting the construction of relevant regulatory systems to deal with +the risks and incidents faced by China-based overseas-listed companies. See “Regulatory Overview — +Regulations on Securities and Overseas Listings” for details. +On February 24, 2023, the CSRC and other relevant government authorities published the +Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities +Offering and Listing by Domestic Companies (੗ձᏦ +‘) (the “ Archives Rules ”), which came into effect on March 31, 2023. The Archives +Rules require that, in relation to the overseas securities offering and listing activities of domestic +enterprises, either in direct or indirect form, such domestic enterprises, as well as securities companies +and securities service institutions providing relevant securities services, are required to strictly comply +with relevant requirements on confidentiality and archives management, establish a sound +confidentiality and archives system, and take necessary measures to implement their confidentiality and +archives management responsibilities. Failure to comply with relevant rules may materially affect our +business, results of operations or financial conditions. +Policies regarding foreign currency conversion may affect our foreign exchange transactions and +our ability to pay dividends and meet other obligations. +The net proceeds from the Global Offering are expected to be deposited in currencies other than +Renminbi until we obtain necessary approvals from relevant PRC regulatory authorities to convert these +proceeds into onshore Renminbi. If we cannot convert the net proceeds into onshore Renminbi in a +timely manner, our ability to deploy these proceeds efficiently may be affected as we will not be able to +invest these proceeds in Renminbi-denominated assets onshore or deploy them in uses onshore where +Renminbi is required, which could affect our business, results of operations, financial condition and +prospects. +Payment of dividends or gains from the sale or other disposition of our H Shares is subject to +taxation under PRC law. +Non-Chinese resident individual holders of H Shares whose names appear on the register of +members of H Shares (“ Non-Chinese Resident Individual Holders ”) are subject to Chinese individual +income tax on dividends received from us. Pursuant to the Circular on Questions Concerning the +Collection of Individual Income Tax Following the Repeal of Guo Shui Fa [1993] No. 045 (Guo Shui +Han [2011] No. 348) (਷೼೯ [1993]045ٝ( ਷೼Ռ +[2011]348 ໮)) dated June 28, 2011, and issued by the State Tax Administration (the “ SAT”), the tax +rate applicable to dividends paid to Non-Chinese Resident Individual Holders of H Shares varies from +5% to 20% (usually 10%), depending on whether there is any applicable tax treaty between China and +the jurisdiction in which the Non-Chinese Resident Individual Holder of H Shares resides, as well as +the tax arrangement between China and Hong Kong. Non-Chinese Resident Individual Holders who +reside in jurisdictions that have not entered into tax treaties with the PRC are subject to a 20.0% +withholding tax on dividends received from us. See “Regulatory Overview — Regulations on Taxation” +for details. In addition, under the Individual Income Tax Law of the PRC (੻೼ +جthe “ Individual Income Tax Law ”) and its implementation regulations, Non-Chinese Resident +Individual Holders of H Shares are subject to individual income tax at a rate of 20% on gains realized +upon the sale or other disposition of H Shares. However, pursuant to the Circular Declaring that +Individual Income Tax Continues to be Exempted over Income of Individuals from Transfer of Shares +(ٝissued by the Ministry of Finance and the +SAT on March 30, 1998, gains of individuals derived from the transfer of listed shares of enterprises +may be exempt from individual income tax. As of the Latest Practicable Date, none of the aforesaid +provisions had expressly provided whether individual income tax shall be levied from non-Chinese +RISK FACTORS +–5 0– + + +--- page 59 --- +Mainland resident individual holders on the transfer of shares in Chinese Mainland resident enterprises +listed on overseas stock exchanges. To the best of our knowledge, the Chinese tax authorities have not +in practice sought to collect individual income tax on such gains. If such tax is collected in the future, +the value of such individual holders’ investments in H Shares may be materially and adversely affected. +Under the EIT Law and its implementation regulations, a non-Chinese resident enterprise is +generally subject to enterprise income tax at a rate of 10% with respect to its income sourced from +China, including dividends received from a Chinese company and gains derived from the +disposition of equity interests in a Chinese company. This rate may be reduced under any special +arrangement or applicable treaty between the China and the jurisdiction in which the non-Chinese +resident enterprise resides. Pursuant to the Circular on Questions Concerning Withholding of +Enterprise Income Tax for Dividends Distributed by Resident Enterprises in China to Non-resident +Enterprises Holding H-shares of the Enterprises (Guo Shui Han [2008] No. 897) (͏ +ΆุΣྤ̮ Hٝ( ਷೼Ռ [2008]897 ໮)) +promulgated by the SAT on November 6, 2008, we intend to withhold tax at 10% from dividends +payable to non-Chinese resident enterprise holders of H Shares (including HKSCC Nominees). +Non-Chinese resident enterprises that are entitled to be taxed at a reduced rate under an applicable +income tax treaty or arrangement will be required to apply to the Chinese tax authorities for a +refund of any amount withheld in excess of the applicable treaty rate, and payment of such refund +will be subject to the Chinese tax authorities’ approval. See “Regulatory Overview — Regulations +on Taxation” for details. There are uncertainties as to the interpretation and implementation of the +EIT Law and its implementation rules by the Chinese tax authorities, including whether and how +enterprise income tax on gains derived upon the sale or other disposition of H Shares will be +collected from non-Chinese resident enterprise holders of H Shares. If such tax is collected in the +future, the value of such non-Chinese resident enterprise holders’ investments in H Shares may be +materially and adversely affected. +Any uncertainties embedded in the legal systems of certain geographic markets where we operate +could affect our business, financial condition and results of operations. +The legal systems of the jurisdictions where we operate vary significantly. Some jurisdictions +have a civil law system based on written statutes and others are largely based on common law. Unlike +common law systems where the case laws have binding effects, prior court decisions under civil law +systems may be cited for reference but have limited precedential value. We are based in China and our +business in China is governed by PRC laws and regulations. The PRC legal system is a civil law system +based on written statutes. Failure to comply with relevant rules may affect the legal protections and +remedies that are available to us and our investors. +Our payment of dividends is subject to restrictions under applicable laws and regulations. +Under PRC law, dividends may be paid only out of distributable profits. Distributable profits are +defined as our profits after taxes as determined under PRC GAAP less any recovery of accumulated +losses and appropriations to statutory and other reserves that we are required to make. As a result, we +may not have sufficient, if any, distributable profits to enable us to make dividend distributions to our +Shareholders in the future, including periods for which our financial statements indicate that our +operations have been profitable. Any distributable profits not distributed in a given year are retained +and available for distribution in subsequent years. +Moreover, because the calculation of distributable profits under PRC GAAP is different from the +calculation under IFRSs in certain respects, our subsidiaries may not have distributable profits as +determined under PRC GAAP, even if they have profits for that year as determined under IFRSs, or +vice versa. Accordingly, we may not receive sufficient distributions from our subsidiaries. Failure by +our subsidiaries to pay dividends to us could have a negative impact on our cash flow and our ability to +make dividend distributions to our Shareholders in the future, including those periods in which our +financial statements indicate that our operations have been profitable. +RISK FACTORS +–5 1– + + +--- page 60 --- +Our operations are subject to, and may be affected by, development in tax laws and regulations in +the countries and regions where we operate. +We are subject to periodic examinations on fulfillment of our tax obligations under the PRC tax +laws and regulations by PRC tax authorities. We cannot assure you that we will maintain full +compliance with all applicable PRC tax laws and regulations in the future, nor can we guarantee that +our Directors, officers or employees will not be subject to any tax-related contingencies. If we or our +Directors, officers or employees fail to comply with relevant tax laws and regulations in the future, we +or the relevant persons may be subject to investigations by the PRC tax authorities in respect of the +non-compliance, which may result in fines, other penalties or action that could adversely affect our +business, financial condition and results of operations, as well as our reputation. +Under the Individual Income Tax Law, foreign nationals who have domiciles in the PRC, or have +no domicile in China but have resided in the PRC for one year or more, would be subject to PRC +individual income tax at progressive rates on their income gained within or outside the PRC. The +Standing Committee of NPC has approved the amendment of the Individual Income Tax Law, which +became effective on January 1, 2019. Under the Individual Income Tax Law, foreign nationals who have +no domicile in China but have resided in the PRC for a total of 183 days or more in a tax year would +be subject to PRC individual income tax on their income gained within or outside the PRC. Our +business, financial condition and results of operations may be affected by such evolving laws and +regulations. +Discontinuation of any government grants or preferential tax treatments could affect our business, +financial condition and results of operations. +The provision for corporate income tax in China is based on the statutory rate of 25% of the +taxable profits determined in accordance with the EIT Law. Our Company and one of our PRC +subsidiaries are qualified as High-tech Enterprise and were entitled to a preferential income tax rate of +15% during the Track Record Period. Certain of our PRC subsidiaries which are small- and micro-profit +enterprises with annual taxable income up to RMB1 million are entitled to a reduced corporate income +tax rate of 20% and are permitted to calculate their income tax based on 12.5% of their taxable income, +lowering their effective tax rate to 2.5%. See “Financial Information — Key Components of Our +Consolidated Statements of Profit or Loss — Income Tax Expense” for details. We cannot assure you +that the current preferential tax treatments we enjoy or will be entitled to enjoy will not be canceled. +Moreover, we cannot assure you that our PRC subsidiaries will be able to renew the same preferential +tax treatments upon expiration. If any such change, cancellation or discontinuation of preferential tax +treatment occurs, the relevant PRC subsidiaries will be subject to the PRC enterprise income tax, or +EIT, at a rate of 25% on taxable income. As a result, the increase in our tax charge could materially and +adversely affect our results of operations. +We are subject to regulatory requirements in labor-related laws and regulations. +Pursuant to the PRC Labor Contract Law, or the Labor Contract Law, that became effective in +January 2008 and was amended in December 2012, and its implementing rules that became effective in +September 2008, employers are subject to stricter requirements in terms of signing labor contracts, +minimum wages, paying remuneration, determining the term of employees’ probation and unilaterally +terminating labor contracts. We believe our current practice complies with the Labor Contract Law and +its amendments. However, the relevant governmental authorities may take a different view and impose +fines on us. +In accordance with relevant PRC laws and regulations, an employer shall pay basic pension +insurance, basic medical insurance, work-related injury insurance, unemployment insurance, maternity +insurance and housing provident fund (collectively, the “ Employee Benefits ”) for its employees in +accordance with the rates and bases provided under relevant regulations and shall withhold the +Employee Benefits that should be assumed by its employees. During the Track Record Period, we used +third-party service providers to pay the Employee Benefits for some of our employees. Under the +agreements between the third-party service providers and us, the third-party service providers have the +obligation to pay the Employee Benefits for our relevant employees. +RISK FACTORS +–5 2– + + +--- page 61 --- +As advised by our PRC Legal Advisor, considering, among others, the facts stated above, based on +the compliance certificates we have obtained, as well as the fact that we have not received any notice +or inquiry from relevant government authorities, if the competent social insurance and housing +provident fund authorities order us or any of our subsidiaries to rectify their non-compliance with the +laws and regulations relating to social insurance and housing provident fund within a prescribed time +limit and pay the late payment fee (if any), and if such entities complete the rectification and pay the +late payment fee (if any) within the prescribed time limit as required by the competent social insurance +and housing provident fund authorities, the risk of us being fined by such authorities is remote. As +such, such matters would not have a material and adverse impact on our business, financial condition +and results of operations. +Our employment practices could inadvertently violate labor-related laws and regulations in China, +which may subject us to labor disputes or government investigations. If we are deemed to have violated +relevant labor laws and regulations, we could be required to provide additional compensation to our +employees and our business, financial condition and results of operations could be materially and +adversely affected. +RISKS RELATING TO THE GLOBAL OFFERING +There has been no prior public market for our H Shares and the liquidity and market price of our +H Shares may be volatile. +Prior to the Global Offering, there has been no public market for our H Shares. The Offer Price +for our H Shares was the result of negotiations between us and the Overall Coordinators on behalf of +the Underwriters, and the Offer Price may differ significantly from the market price for our H Shares +following the Global Offering. We have applied for listing of, and permission to deal in, our H Shares +on the Stock Exchange. A listing on the Stock Exchange, however, does not guarantee that an active +and liquid trading market for our H Shares will develop, or if it does develop, that it will be sustained +following the Global Offering or that the market price of our H Shares will not decline following the +Global Offering. Furthermore, the market price and trading volume of our H Shares may be volatile. +The following factors may affect the trading volume and market price of our H Shares: (i) actual or +anticipated fluctuations in our operating performance and revenue; (ii) our failure to execute our +strategies; (iii) an unexpected business interruption resulting from operational breakdowns, natural +disasters, or major changes in our key personnel or senior management; (iv) adverse market reaction to +any indebtedness that we may incur or securities that we may issue in the future; (v) announcements of +competitive developments, acquisitions or strategic alliances in our industry; (vi) potential litigation or +regulatory investigations; (vii) general market conditions or other developments affecting us or our +industry; (viii) changes or proposed changes in laws or regulations, or differing interpretations thereof, +affecting our ability to obtain or maintain regulatory approval for our products; (ix) inadequate +protection of our intellectual property rights or legal proceedings brought against us for infringement of +third parties’ intellectual property rights; (x) the operating and stock price performance of other +companies in our industry, and other events or factors beyond our control; and (xi) the release of +lock-up or other transfer restrictions on our outstanding H Shares or sales or perceived sales of H +Shares by us or other Shareholders. +Moreover, the capital market has from time to time experienced significant price and trading +volume fluctuations that were unrelated or not directly related to the operating performance of the +underlying companies in the market. These broad market and industry fluctuations may have a material +and adverse effect on the market price and trading volume of our H Shares. +An active and liquid trading market for our H Shares may not develop. +Prior to the Global Offering, our H Shares were not traded on any other market. We cannot assure +you that an active and liquid trading market for our H Shares will be developed or be maintained after +the Global Offering. Liquid and active trading markets usually result in less price volatility and more +efficiency in carrying out investors’ purchase and sale orders. The market price of our H Shares could +RISK FACTORS +–5 3– + + +--- page 62 --- +vary significantly as a result of a number of factors, some of which are beyond our control. In the event +of a drop in the market price of our H Shares, you could lose a substantial part or all of your +investment in our H Shares. +Because the Offer Price of our H Shares is substantially higher than the consolidated net tangible +book value per share, purchasers in the Global Offering may experience immediate dilution. +As the Offer Price of our H Shares is higher than the consolidated net tangible assets per H Share +immediately prior to the Global Offering, purchasers of our H Shares in the Global Offering will +experience an immediate dilution in pro forma adjusted consolidated net tangible assets. Our existing +Shareholders will receive an increase in the pro forma adjusted consolidated net tangible asset value per +share of their shares. See Appendix II to this prospectus for details. In addition, holders of our Shares +may experience further dilution of their interest if the Underwriters exercise the Offer Size Adjustment +Option or the Over-allotment Option or if we issue additional shares in the future to raise additional +capital. +The market price and trading volume of our H Shares may be volatile, which could result in +substantial losses for investors that purchase our H Shares in the Global Offering. +Factors such as fluctuations in our revenue, earnings, cash flows, new investments, regulatory +developments, additions or departures of key personnel, or actions taken by competitors could cause the +market price of our H Shares or the trading volume of our H Shares to change substantially and +unexpectedly. In addition, stock prices have been subject to significant volatility in recent years. Such +volatility has not always been directly related to the performance of the specific companies whose +shares are traded. Such volatility, as well as general economic conditions, may materially and adversely +affect the prices of shares, and as a result investors in our H Shares may incur substantial losses. +Future sales or perceived sales of substantial amounts of our H Shares in the public market could +have a material adverse effect on the prevailing market price of our H Shares and our ability to +raise additional capital in the future, or may result in dilution of your shareholding. +Future sales of substantial amounts of our H Shares or other securities relating to our H Shares in +the public market, or the issuance of new H Shares or other securities relating to our H Shares, or the +perception that such sales or issuances may occur could all cause a decline in the market price of our H +Shares. Future sales, or perceived sales, of substantial amounts of our securities or other securities +relating to our H Shares, including part of any future offerings, could also materially and adversely +affect the prevailing market price of our H Shares and our ability to raise capital in the future at a time +and at a price which we deem appropriate. +Although our existing shareholders are subject to restrictions on their sales of H Shares within 12 +months from the Listing Date as described in “History, Development and Corporate Structure,” future +sales of a significant number of our H Shares by our Controlling Shareholders or other existing +shareholders in the public market after the Global Offering, or the perception that these sales could +occur, could cause the market price of our H Shares to decline and could materially impair our future +ability to raise capital through offerings of our H Shares. We cannot assure you that our Controlling +Shareholders, or other existing shareholders, will not dispose of H Shares held by them or that we will +not issue H Shares upon the expiration of restrictions set out above. +We cannot assure you when, if and in what form or size we will pay dividends in the future. +We cannot guarantee when and in what form dividends will be paid on our H Shares following the +Global Offering. The declaration of dividends is proposed by the Board and is based on, and limited by, +various factors, including without 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 — Dividends” +for details. +RISK FACTORS +–5 4– + + +--- page 63 --- +If securities or industry analysts do not publish research reports about us, or if they adversely +change their recommendations regarding our H Shares, the market price and trading volume of +our H Shares may decline. +The trading market of our H Shares may be influenced by research reports that industry or +securities analysts publish about us or our business. If one or more analysts who cover us downgrade +our H Shares or publish negative opinions about us, the market price of our H Shares would likely +decline regardless of the accuracy of the information. If one or more of these analysts cease coverage +of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which, +in turn, could cause the market price or trading volume of our H Shares to decline. +We cannot guarantee the accuracy of facts, forecasts and other statistics obtained from official +government sources contained in this prospectus. +This prospectus includes industry data and forecasts extracted from the report prepared by CIC, +which was commissioned by us, and from various official governmental publications. 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. However, we cannot assure you of the accuracy or +completeness of information obtained from these sources. We have not independently verified any of +the data, forecasts and other statistics from such sources, nor have we ascertained the underlying +economic assumptions relied upon in those sources. The information from official government sources +has not been independently verified by us or any other parties involved in the Global Offering, or any +of our or their respective directors, senior management, representatives, advisers or any other persons +involved in the Global Offering and no representation is given as to its accuracy. Moreover, such facts, +forecasts and other statistics may not be prepared on the same basis or with the same degree of +accuracy (as the case may be) in other publications or jurisdictions. For these reasons, the information +from various government publications contained in this prospectus may not be accurate and should not +be given undue reliance as a basis for making your investment in our H Shares. You should therefore +not place undue reliance on such information. In addition, we cannot assure you that such information +is stated or compiled on the same basis or with the same degree of accuracy as similar statistics +presented elsewhere. In any event, you should consider carefully the importance placed on such +information or statistics. +Forward-looking statements contained in this prospectus are subject to risks and uncertainties. +This prospectus contains forward-looking statements with respect to our business strategies, +operating efficiencies, competitive positions, growth opportunities for existing operations, plans and +objectives of management, certain pro forma information and other matters. +The words “anticipate,” “believe,” “could,” “potential,” “continue,” “expect,” “intend,” “may,” +“plan,” “seek,” “will,” “would,” “should” and the negative of these terms and other similar expressions +identify a number of these forward-looking statements. These forward-looking statements, including, +among others, those relating to our future business prospects, capital expenditure, cash flows, working +capital, liquidity and capital resources, are necessary estimates reflecting the best judgment of our +Directors and senior management and involve a number of risks and uncertainties that could cause +actual results to differ materially from those suggested by the forward-looking statements. As a result, +these forward-looking statements should be considered in light of various important factors, including +those set out in “Risk Factors” in this prospectus. Accordingly, such statements are not a guarantee of +future performance, and you should not place undue reliance on any forward-looking information. All +forward-looking statements in this prospectus are qualified by reference to this cautionary statement. +RISK FACTORS +–5 5– + + +--- page 64 --- +Y ou should read the entire prospectus carefully and we strongly caution you not to place any +reliance on the information in press articles or other media coverage regarding us and the Global +Offering. +Prior to the publication of this prospectus, there has been and there may also be, subsequent to the +date of this prospectus but prior to the completion of the Global Offering, press and media coverage +regarding us, our business, our industries and the Global Offering, which contained, among other +things, certain financial information, projections, valuations and other forward-looking information +about us and the Global Offering. We have not authorized the disclosure of any such information in the +press or media and do not accept responsibility for the accuracy or completeness of such press articles +or other media coverage. We make no representation as to the appropriateness, accuracy, completeness +or reliability of any of such projections, valuations or other forward-looking information about us. To +the extent such statements are inconsistent with, or conflict with, the information contained in this +prospectus, we disclaim responsibility for them. Accordingly, prospective investors are cautioned to +make their investment decisions on the basis of the information contained in this prospectus only and +should not rely on any other information. +RISK FACTORS +–5 6– + + +--- page 65 --- +In preparation for the Listing, we have sought the following waivers from strict compliance with +the relevant provisions of the Listing Rules: +MANAGEMENT PRESENCE IN HONG KONG +Pursuant to Rule 8.12 and Rule 19A.15 of the Listing Rules, a new applicant applying for a +primary listing on the Stock Exchange must have a sufficient management presence in Hong Kong. This +normally means that at least two of the new applicant’s executive directors must be ordinarily resident +in Hong Kong. Rule 19A.15 of the Listing Rules further provides that the requirement in Rule 8.12 may +be waived by having regard to, among other considerations, the applicant’s arrangements for +maintaining regular communication with the Stock Exchange. +The Company’s headquarters, management, business operations and assets are primarily located in +the PRC. The executive Directors are based in the PRC as the Board believes it would be more +effective and efficient for its executive Directors to be based in a location where the Company’s +significant operations are located. The executive Directors are not or will not be ordinarily resident in +Hong Kong upon the proposed Listing. The Directors consider that relocation of the executive Directors +to Hong Kong will be burdensome and costly for the Company, and it may not be in the best interests +of the Company and the Shareholders as a whole to appoint additional executive Directors who are +ordinarily resident in Hong Kong. +Accordingly, pursuant to Rule 19A.15 of the Listing Rules, the Company has applied to the Stock +Exchange for, and the Stock Exchange has granted the Company, a waiver from strict compliance with +the requirements under Rule 8.12 and Rule 19A.15 of the Listing Rules, provided that the Company +implements the following arrangements: +(a) pursuant to Rule 3.05 of the Listing Rules, the Company has appointed and will continue to +maintain two authorized representatives (the “ Authorized Representatives ”), namely Ding +Xia ( ɕᒳ) and Au Yeung Lai Yee ( ᆄජᘆᄃ). The Authorized Representatives are +authorized to communicate on the Company’s behalf with the Stock Exchange. Each of the +Authorized Representatives will be available to meet with the Stock Exchange in Hong Kong +within a reasonable time frame upon the request of the Stock Exchange and will be readily +contactable by telephone and email. As and when the Stock Exchange wishes to contact the +Directors on any matters, each of the Authorized Representatives will have means to contact +all of the Directors promptly at all times. The Company will inform the Stock Exchange +promptly in respect of any change in the Authorized Representatives; +(b) the Company has provided the contact details of each Director (such as mobile phone +numbers, office phone numbers and email addresses) to each of the Authorized +Representatives and to the Stock Exchange. This will ensure that the Authorized +Representatives and the Stock Exchange will have the means to contact any of the Directors +(including the independent non-executive Directors) promptly as and when required, +including means to communicate with the Directors when they are travelling; +(c) the Company confirms and will ensure that all Directors who are not ordinarily resident in +Hong Kong possess or can apply for valid travel documents to visit Hong Kong and will be +able to meet with the Stock Exchange within a reasonable period of time when required; and +(d) the Company has appointed Gram Capital Limited as its Compliance Adviser, pursuant to +Rule 3A.19 of the Listing Rules. The Compliance Adviser will have access at all times to the +Authorized Representatives, Directors and senior management of the Company, and will act +as an additional channel of communication between the Stock Exchange and the Company +for the period commencing on the Listing Date and ending on the date on which the +Company complies with Rule 13.46 of the Listing Rules in respect of its financial results for +the first full financial year commencing after the Listing Date. The Compliance Adviser will +maintain constant contact with the Authorized Representatives, Directors and senior +management of the Company through various means, including regular meetings and +telephone discussions whenever necessary. The Authorized Representatives, Directors and +W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES +–5 7– + + +--- page 66 --- +other officers will provide promptly such information and assistance as the Compliance +Adviser may reasonably require in connection with the performance of the Compliance +Adviser’s duties as set forth in Chapter 3A of the Listing Rules. +JOINT COMPANY SECRETARIES +Rule 8.17 of the Listing Rules provides that the issuer must appoint a company secretary who +satisfies the requirements under Rule 3.28 of the Listing Rules. Rule 3.28 of the Listing Rules provides +that the issuer must appoint as its company secretary an individual who, by virtue of his academic or +professional qualifications or relevant experience, is, in the opinion of the Stock Exchange, capable of +discharging the functions of company secretary. +Paragraph 13 of Chapter 3.10 of the Guide provides that the Stock Exchange will consider waiver +applications in relation to Rules 3.28 and 8.17 of the Listing Rules based on the specific facts and +circumstances. Factors that will be considered by the Stock Exchange include: (a) whether the applicant +has principal business activities primarily outside Hong Kong; (b) whether the applicant is able to +demonstrate the need to appoint a person who does not have the Acceptable Qualification (as defined +under paragraph 11 of Chapter 3.10 of the Guide) nor Relevant Experience (as defined under paragraph +11 of Chapter 3.10 of the Guide) as a company secretary; and (c) why the directors consider the +proposed company secretary to be suitable to act as the applicant’s company secretary. +Further, pursuant to Chapter 3.10 of 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 under 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 material breaches of the Listing Rules by the issuer. +The Group’s principal business operations are in the PRC. The Company considers that apart from +being able to meet the professional qualification or the relevant experience requirements under the +Listing Rules, its company secretary also needs to have (i) experience relevant to the Company’s +operations; (ii) nexus to the Board; and (iii) close working relationship with the management of the +Company, in order to perform the function of a company secretary and to take the necessary actions in +the most effective and efficient manner. It is for the benefit of the Company to appoint a person who is +familiar with the Company’s business and affairs as a company secretary. +The Company has appointed Mr. Fan Siqi (ᄁ)( “ Mr. Fan ”), who is the secretary to the +Board, head of the security affairs and director of investment and financing department of the +Company, as one of its joint company secretaries. The Company believes that Mr. Fan has extensive +experience in business management and corporate governance matters, as well as a thorough +understanding of the daily operations, internal administration and financial management of the Group +accumulated since his joining the Group. However, Mr. Fan currently does not possess any of the +qualifications under Rules 3.28 and 8.17 of the Listing Rules, and may not be able to solely fulfill the +requirements of the Listing Rules. Therefore, the Company has appointed Ms. Au Yeung Lai Yee ( ᆄජ +ᘆᄃ)( “ Ms. Au Y eung ”), a Chartered Secretary, a Chartered Governance Professional, an associate +member of both The Hong Kong Chartered Governance Institute and The Chartered Governance +Institute in the United Kingdom, and a full member of Hong Kong Investor Relations Association, who +fully meets the requirements stipulated under Rules 3.28 and 8.17 of the Listing Rules to act as the +other joint company secretary and to provide assistance to Mr. Fan for an initial period of three years +from the Listing Date to enable Mr. Fan to acquire the “relevant experience” under Note 2 to Rule 3.28 +of the Listing Rules so as to fully comply with the requirements set forth under Rules 3.28 and 8.17 of +the Listing Rules. For details on Mr. Fan’s and Ms. Au Yeung’s qualifications and experience, see +“Directors and Senior Management.” +W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES +–5 8– + + +--- page 67 --- +Given Ms. Au Yeung’s professional qualification and experience, she will be able to explain to +both Mr. Fan and the Company the relevant requirements under the Listing Rules and other applicable +Hong Kong laws and regulations. Ms. Au Yeung will also assist Mr. Fan in organizing Board meetings +and Shareholders’ meetings of the Company as well as other matters of the Company which are +incidental to the duties of a company secretary. Ms. Au Yeung is expected to work closely with Mr. Fan +and will maintain regular contact with Mr. Fan, the Directors and the senior management of the +Company. In addition, Mr. Fan 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 from the Listing Date. Mr. Fan will also be assisted by the Company’s compliance adviser and +its legal advisors as to the Hong Kong laws on matters in relation to the Company’s ongoing +compliance with the Listing Rules and the applicable laws and regulations. +Since Mr. Fan does not possess the formal qualifications required of a company secretary under +Rule 3.28 of the Listing Rules, the Company has applied to the Stock Exchange for, and the Stock +Exchange has granted, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17 +of the Listing Rules such that Mr. Fan may be appointed as a joint company secretary of the Company. +The waiver is valid for an initial period of three years from the Listing Date on the conditions that (a) +Mr. Fan must be assisted by Ms. Au Yeung who possesses the qualifications and experience required +under Rule 3.28 of the Listing Rules and is appointed as a joint company secretary throughout the +Waiver Period; and (b) the waiver will be revoked immediately if and when Ms. Au Yeung ceases to +provide such assistance during the three-year period, and this waiver is subject to revocation in the +event of any material breaches of the Listing Rules by the Company. Prior to the end of the three-year +period, the Company will demonstrate and seek the confirmation from the Stock Exchange that Mr. Fan, +having had the benefit of Ms. Au Yeung during the three years, has attained the relevant experience and +is capable of discharging the functions of our company secretary. +W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES +–5 9– + + +--- page 68 --- +DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS +This prospectus, for which the Directors (including any proposed Director who is named as such +in this prospectus) collectively and individually accept full responsibility, includes particulars given in +compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities +and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) and the Listing +Rules for the purpose of giving information to the public with regard to the Group. The Directors, +having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the +information contained in this prospectus is accurate and complete in all material respects and not +misleading or deceptive, and there are no other matters the omission of which would make any +statement herein or this prospectus misleading. +CSRC FILING +According to the Trial Measures, we are required to complete the filing procedures with the CSRC +in connection with the proposed Listing. The Company has received a notification from the CSRC on +the Company’s completion of such filing on May 15, 2026. No other approvals from the CSRC are +required to be obtained for the Listing. +INFORMATION ON THE GLOBAL OFFERING +This prospectus is published solely in connection with the Hong Kong Public Offering, which +forms part of the Global Offering. The Global Offering comprises the Hong Kong Public Offering of +initially 524,900 Offer Shares and the International Offering of initially 9,972,400 Offer Shares (subject +to, in each case, reallocation on the basis as set out in “Structure of the Global Offering” and, in case +of the International Offering, any exercise of the Offer Size Adjustment Option and the Over-allotment +Option). +The Hong Kong Offer Shares are offered solely on the basis of the information contained and +representations made in this prospectus and on the terms and subject to the conditions set out herein +and therein. No person is authorized to give any information in connection with the Global Offering or +to make any representation not contained in this prospectus, and any information or representation not +contained herein must not be relied upon as having been authorized by the Company, the Sole Sponsor, +the Sponsor-Overall Coordinator, the Overall Coordinators, the Joint Global Coordinators, the Joint +Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Underwriters, any of our +or their respective directors, officers, employees, advisors, agents or representatives, or any other +persons or parties involved in the Global Offering. +Neither the delivery of this prospectus nor any offering, sale, delivery subscription or acquisition +made in connection with the Offer Shares should, under any circumstances, constitute a representation +or create any implication that there has been no change or development in our affairs since the date of +this prospectus or that the information in this prospectus is correct as of any date subsequent to the date +of this prospectus. +Details of the structure of the Global Offering, including its conditions, are set out in “Structure +of the Global Offering”, and the procedures for applying for Hong Kong Offer Shares are set out in +“How to Apply for Hong Kong Offer Shares.” +INFORMATION ON THE CONVERSION OF DOMESTIC SHARES INTO H SHARES +The Company has applied for the conversion of 100,000,000 Domestic Shares held by 17 +Shareholders into H Shares and see “History, Development and Corporate Structure” and “Share +Capital” in this prospectus for details of their interests in the Company and relevant procedures for the +conversion of Domestic Shares into H Shares. Such H Shares to be converted from Domestic Shares are +restricted from trading for a period of one year after the Listing. The Company has filed with the CSRC +for the conversion of Domestic Shares into H Shares on May 29, 2025 and has received a notification +from the CSRC on the Company’s completion of such filing on May 15, 2026. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–6 0– + + +--- page 69 --- +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/its acquisition of the Hong Kong Offer Shares to, confirm that +he/she/it is aware of the restrictions on the offer and sale of the Hong Kong Offer Shares described in +this prospectus and that he/she/it is not acquiring, and has not been offered, any Offer Shares in +circumstances that contravene any such restrictions. +No action has been taken to permit a public offering of the Offer Shares outside Hong Kong or +the distribution of this prospectus in any jurisdiction other than Hong Kong. Accordingly, and without +limitation to the following, this prospectus may not be used for the purpose of, and does not constitute, +an offer or invitation in any jurisdiction or in any circumstances where such an offer or invitation is not +authorized or to any person to whom it is unlawful to make such an offer or invitation for subscription. +The distribution of this prospectus and the offering and sale of the Offer Shares in other jurisdictions +are subject to restrictions and may not be made except as permitted under the applicable securities laws +of such jurisdictions pursuant to registration with or authorization by the relevant securities regulatory +authorities or an exemption therefrom. In particular, the Offer Shares have not been offered and sold, +and will not be offered and sold, directly or indirectly, in the PRC. +Potential investors for Offer Shares should consult their financial advisors and take legal advice, +as appropriate, to inform themselves of, and to observe, all applicable laws and regulations of any +relevant jurisdiction. Potential investors for the Offer Shares should inform themselves as to the +relevant legal requirements of applying for the Offer Shares and any applicable exchange control +regulations and applicable taxes in the countries of their respective citizenship, residence or domicile. +UNDERWRITING +The Listing is sponsored by the Sole Sponsor and the Global Offering is managed by the Overall +Coordinators. Pursuant to the Hong Kong Underwriting Agreement, the Hong Kong Public Offering is +fully underwritten by the Hong Kong Underwriters under the terms and conditions of the Hong Kong +Underwriting Agreement. The International Offering is expected to be fully underwritten by the +International Underwriters and subject to the terms and conditions of the International Underwriting +Agreement. For further details on the Underwriters and the underwriting arrangements, see +“Underwriting.” +APPLICATION FOR LISTING OF THE H SHARES ON THE STOCK EXCHANGE +The Company has applied to the Stock Exchange for the granting of the listing of, and permission +to deal in, the H Shares to be issued by us pursuant to the Global Offering (including any H Shares +which may be issued pursuant to the exercise of the Offer Size Adjustment Option and the +Over-allotment Option) and the H Shares to be converted from the Domestic Shares. +Dealings in the H Shares on the Stock Exchange are expected to commence on Wednesday, June +24, 2026. No part of our Shares is listed or dealt in on any other stock exchange, and no such listing or +permission to list is being or proposed to be sought on any other stock exchange as of the date of this +prospectus. +Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, +any allotment made in respect of any application will be invalid if the listing of, and permission to deal +in, the H Shares on the Stock Exchange pursuant to this prospectus has been refused before the +expiration of three weeks from the date of the closing of the application lists, or such longer period (not +exceeding six weeks) as may, within the said three weeks, be notified to the Company by or on behalf +of the Stock Exchange. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–6 1– + + +--- page 70 --- +H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS +Subject to the granting of the listing of, and permission to deal in, the H Shares on the Stock +Exchange and compliance with the stock admission requirements of HKSCC, the H Shares will be +accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect +from the date of commencement of dealings in the H Shares on the Stock Exchange or on any other +date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange +is required to take place in CCASS on the second settlement day after any trading day. All activities +under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational Procedures in +effect from time to time. All necessary arrangements have been made enabling the H Shares to be +admitted into CCASS. Investors should seek the advice of their stockbrokers or other professional +advisors for details of the settlement arrangements as such arrangements may affect their rights and +interests. +H SHARE REGISTER AND STAMP DUTY +All H Shares issued pursuant to applications made in the Global Offering and converted from +Domestic Shares will be registered on our H Share register of members to be maintained in Hong Kong +by our H Share Registrar, Computershare Hong Kong Investor Services Limited. Our principal register +of members will be maintained by us at our head office in the PRC. +Dealings in the H Shares registered in our H Share register will be subject to Hong Kong stamp +duty. +DIVIDENDS PAYABLE TO HOLDERS OF H SHARES +Unless determined otherwise by the Company, dividends payable in Hong Kong dollars in respect +of our H Shares will be paid to the Shareholders as recorded on our H Share register of members in +Hong Kong and sent by ordinary post, at the Shareholders’ risk, to the registered address of each +Shareholder. Cash dividends to domestic investors of H-share “full circulation” shall be distributed +through CSDC. An H-share listed company shall transfer RMB cash dividends to the designated bank +account of the Shenzhen subsidiary of CSDC, who shall complete the clearing of cash dividends by +distributing the cash dividends to investors through domestic securities companies. +REGISTRATION OF SUBSCRIPTION, PURCHASE AND TRANSFER OF H SHARES +We have instructed our H Share Registrar, and it has agreed not to register the subscription, +purchase or transfer of any H Shares in the name of any particular holder unless and until the holder +delivers a signed form to our H Share Registrar in respect of those H Shares bearing statements to the +effect that the holder: + agrees with us and each of our Shareholders, and we agree with each Shareholder, to observe +and comply with the PRC Company Law and our Articles of Association; + agrees with us and each of our Shareholders that the H Shares are freely transferable by the +holders thereof; and + authorizes us to enter into a contract on his or her behalf with each of the Directors, +managers and officers whereby such Directors, managers and officers undertake to observe +and comply with their obligations to our Shareholders as stipulated in our Articles of +Association. +Persons applying for or purchasing H Shares under the Global Offering are deemed, by their +making an application or purchase, to have represented that they are not close associates of any of the +Directors, or an existing Shareholder or a nominee of any of the foregoing. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–6 2– + + +--- page 71 --- +PROFESSIONAL TAX ADVICE RECOMMENDED +You should consult your professional advisors if you are in any doubt as to the taxation +implications of subscribing for, purchasing, holding, disposal of, dealing in or the exercise of any rights +in relation to the H Shares. None of the Company, the Sole Sponsor, the Sponsor-Overall Coordinator, +the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead +Managers, the Capital Market Intermediaries, the Underwriters, any of our or their respective directors, +officers, employees, advisors, agents or representatives, or any other persons or parties involved in the +Global Offering accepts responsibility for any tax effects on, or liabilities of, any person resulting from +the subscription, purchase, holding, disposal of, dealing in, or the exercise of any rights in relation to, +the H Shares. +LANGUAGE +If there is any inconsistency between the English version of this prospectus and the Chinese +translation of this prospectus, the English version of this prospectus shall prevail unless otherwise +stated. However, if there is any inconsistency between the names of any of the entities mentioned in the +English prospectus that are not in the English language and are English translations, the names in their +respective original languages shall prevail. For ease of reference, the names of the Chinese laws and +regulations, government authorities, institutions, natural persons or other entities (including certain of +our subsidiaries) have been included in this prospectus in both the Chinese and English languages. +ROUNDING +Certain amounts and percentage figures, such as share ownership and operating data, included in +this prospectus may have been subject to rounding adjustments. Accordingly, figures shown as totals in +certain tables may not be an arithmetic aggregation of the figures preceding them. +EXCHANGE RATE CONVERSION +Solely for your convenience, this prospectus contains translations among certain amounts +denominated in Renminbi, Hong Kong dollars and U.S. dollars at specified rates. +Unless otherwise specified, the translation of Renminbi into Hong Kong dollars, of Renminbi into +U.S. dollars and of Hong Kong dollars into U.S. dollars, and vice versa, in this prospectus was made at +the following rates: +RMB0.8705 to HK$1.00 +RMB6.8198 to US$1.00 +HK$7.8345 to US$1.00 +The RMB to HK$ and US$ to RMB exchange rates are quoted by the PBOC for foreign exchange +transactions prevailing on the Latest Practicable Date. 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. +OTHER +Unless otherwise specified, all references to any shareholdings in the Company following the +completion of the Global Offering assume that the Offer Size Adjustment Option and the +Over-allotment Option are not exercised. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–6 3– + + +--- page 72 --- +DIRECTORS +Name Address Nationality +Executive Directors +Zhao Yue ( Ⴛ൳) Room 701, 7/F, Unit 17, Huizhi-Yunjing, +Pudong New Area, Shanghai, PRC +Chinese +Ding Xia ( ɕᒳ) Room 701, 7/F, Unit 17, Huizhi-Yunjing, +Pudong New Area, Shanghai, PRC +Chinese +Ye Yangsheng ( ໢เ୍) Room 702, Building 18, Zhangshengyuan, Lane +738, Shengxia Road, Pudong New Area, +Shanghai, PRC +Chinese +Wang Qun ( ˮ໊) Room 901, Unit 2, Building 3, Shoukai Longhu +Yunzhu Phase III, No. 811, Yuyan Road, +Shuangliu District, Chengdu, Sichuan Province, +PRC +Chinese +Independent Non-executive Directors +Cheng Lin (؍Room 1001, Building 11, No. 777, Biyun Road, +Pudong New Area, Shanghai, PRC +Canadian +Liu Yong (ۇNo. 506, Unit 3, Building 1, Qiushi New +Village, Xihu District, Hangzhou, Zhejiang +Province, PRC +Chinese +Chen Fei (࠭Room F, 15/F, Block 10, Park Avenue Tower, 18 +Hoi Ting Road, Kowloon, Hong Kong +Chinese (Hong +Kong) +For more information on the Directors, see “Directors and Senior Management.” +PARTIES INVOLVED IN THE GLOBAL OFFERING +Sole Sponsor and Sponsor-Overall +Coordinator +China International Capital Corporation +Hong Kong Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +Overall Coordinators China International Capital Corporation Hong +Kong Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +CMB International Capital Limited +45/F, Champion Tower +3 Garden Road +Central +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 4– + + +--- page 73 --- +Joint Global Coordinator, Bookrunner, +Lead Manager and Capital Market +Intermediaries +China International Capital Corporation Hong +Kong Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +CMB International Capital Limited +45/F, Champion Tower +3 Garden Road +Central +Hong Kong +Soochow Securities International Brokerage +Limited +Level 17, Three Pacific Place, +1 Queen’s Road East, +Hong Kong +Joint Bookrunners, Joint Lead Managers +and Capital Market Intermediaries +China International Capital Corporation Hong +Kong Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +CMB International Capital Limited +45/F, Champion Tower +3 Garden Road +Central +Hong Kong +Soochow Securities International Brokerage +Limited +Level 17, Three Pacific Place, +1 Queen’s Road East, +Hong Kong +BOCI Asia Limited +26/F, Bank of China Tower, +1 Garden Road, Central, +Hong Kong +Futu Securities International (Hong Kong) Limited +34/F, United Centre +No. 95 Queensway Admiralty +Hong Kong +Tiger Brokers (HK) Global Limited +23/F, Li Po Chun Chambers, +189 Des V oeux Road +Central, Hong Kong +Zheshang International Financial Holdings Co., +Limited +Room 1703−06, 17th floor Infinitus Plaza +199 Des V oeux Road Central +Sheung Wan +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 5– + + +--- page 74 --- +ABCI Capital Limited +(in the capacity as a Joint Bookrunner only) +11/F, Agricultural Bank of China Tower +50 Connaught Road Central +Hong Kong +ABCI Securities Company Limited +(in the capacity as a Joint Lead Manager only) +10/F, Agricultural Bank of China Tower +50 Connaught Road Central +Hong Kong +Legal Advisors to the Company As to Hong Kong and United States law: +Cooley HK +35/F, Two Exchange Square +8 Connaught Place +Central +Hong Kong +As to PRC law: +AllBright Law Offices +11, 12/F, Shanghai Tower +No. 501, Yincheng Middle Road +Pudong New Area +Shanghai +PRC +As to International Sanctions law: +Hogan Lovells +11th Floor, One Pacific Place +88 Queensway +Hong Kong +Legal Advisors to the Sole Sponsor and +the Underwriters +As to Hong Kong and United States law: +DLA Piper Hong Kong +25/F, Three Exchange Square +8 Connaught Place +Central +Hong Kong +As to PRC law: +Fangda Partners +24/F, HKRI Centre Two +HKRI Taikoo Hui +288 Shi Men Yi Road +Shanghai +PRC +Reporting Accountants and Independent +Auditor +Certified Public Accountants +Registered Public Interest Entity Auditor +Ernst & Y oung +27/F, One Taikoo Place +979 King’s Road +Quarry Bay +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 6– + + +--- page 75 --- +Industry Consultant China Insights Industry Consultancy Limited +10F, Block B, Jing’an International Center +88 Puji Road +Jing’an District +Shanghai +PRC +Compliance Adviser Gram Capital Limited +Room 1209, 12/F, Nan Fung Tower +88 Connaught Road Central/ +173 Des V oeux Road Central +Central +Hong Kong +Receiving Banks CMB Wing Lung Bank Limited +14/F, CMB Wing Lung Bank Building +45 Des V oeux Road +Central +Hong Kong +Bank of China (Hong Kong) Limited +1 Garden Road +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 7– + + +--- page 76 --- +Registered Office No. 11, Lane 2777, Jinxiu East Road +Pilot Free Trade Zone +Shanghai +PRC +Headquarters and Principal Place of +Business in the PRC +Building 3, 799 Dan Gui Road +Pudong New Area +Shanghai +PRC +Principal Place of Business in +Hong Kong +40/F, Dah Sing Financial Centre, +248 Queen’s Road East, Wanchai, Hong Kong +Company’s Website www.seer-robotics.ai +(The information contained on this website does not +form part of this prospectus) +Joint Company Secretaries Fan Siqi (ᄁ) +No. 11, Lane 2777, Jinxiu East Road +Pilot Free Trade Zone +Shanghai +PRC +Au Y eung Lai Y ee ( ᆄජᘆᄃ ) +An associate member of both The Hong Kong +Chartered Governance Institute and The Chartered +Governance Institute in the United Kingdom +40/F, Dah Sing Financial Centre +248 Queen’s Road East +Wanchai +Hong Kong +Authorized Representatives Ding Xia ( ɕᒳ) +No. 11, Lane 2777, Jinxiu East Road +Pilot Free Trade Zone +Shanghai +PRC +Au Y eung Lai Y ee ( ᆄජᘆᄃ ) +40/F, Dah Sing Financial Centre +248 Queen’s Road East +Wanchai +Hong Kong +Audit Committee Cheng Lin (؍)Chairman) +Liu Yong (ۇ) +Chen Fei (࠭) +Nomination Committee Zhao Yue ( Ⴛ൳) (Chairman) +Ding Xia ( ɕᒳ) +Cheng Lin (؍) +Liu Yong (ۇ) +Chen Fei (࠭) +Remuneration Committee Liu Yong (ۇ)Chairman) +Zhao Yue ( Ⴛ൳) +Cheng Lin (؍) +CORPORATE INFORMATION +–6 8– + + +--- page 77 --- +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 China Merchants Bank Corporation Shanghai +Pilot Free Trade Zone Branch +No. 56, Bohang Road +Pudong New Area +Shanghai +PRC +CORPORATE INFORMATION +–6 9– + + +--- page 78 --- +OVERVIEW +The Group’s history can be traced back to the establishment of Company’s predecessor, Shanghai +Seer Intelligent Technology Limited Corporation (ʮ̡ )( “ Shanghai Seer Ltd. ”) +in April 2020 under the PRC Company Law. On March 24, 2025, the Company was converted from a +limited liability company into a joint stock limited company with its corporate name changed to +Shanghai Seer Intelligent Technology Co., Ltd. (ʮ̡ ). As of the Latest +Practicable Date, the registered capital of the Company was RMB100,000,000, divided into +100,000,000 Shares, with a nominal value of RMB1.00 each. +MILESTONES +The following sets out a summary of our key development milestones: +Y ear Milestone(s) +2020 The predecessor of the Company, Shanghai Seer Ltd., was established +Launched lifting robot, robot controller SRC-2000 and intelligent forklifts +2021 Officially launched our overseas operations at scale +Full range of software hit the market, completing the software product matrix layout +2022 Drove commercialization of 3D SLAM technology +2023 Launched the SRC-3000FS (Forklift Edition) and SRC-2000-F(S) robot controllers, and +the SRC-880 robot controller; introduced new carton transfer and cleaning robots; +launched the 3D robot visualization software Meta-Map Pro, setting a benchmark in +robot visualization +2024 Introduced the all-in-one M4 smart scheduling and management system, which greatly +enhances the convenience of robot operation +Launched the Nebula system, an innovative robot configuration model that +significantly lowers the barrier to robot adoption +Released the controller integrating embodied AI, SRC–5000, marking the industry’s +first achievement of whole-body-control +2025 We ranked first globally in terms of robotic controller sales volume for three +consecutive years, according to CIC +First applied VLA and end-to-end navigation models to both intelligent forklifts and +wheeled humanoid robots +Introduced a new line of embodied intelligent robots based on the SRC-5000 +controllers; introduced the SRC-1000 series robot controllers to cover more robot types +such as legged robots +Accredited as a National-Level Specialized and New Key “Little Giant” Enterprise ( ਷ +ᓃ˜ʃ̶ɛ™Άุ) +OUR MAJOR SUBSIDIARY +Shanghai Seer Soft Information Technology Co., Ltd. (ʮ̡ )( “ Shanghai +Seer Soft ”) is our major subsidiary. Incorporated in Shanghai, PRC on April 28, 2018, Shanghai Seer +Soft is a wholly-owned subsidiary of the Company, with a registered capital of RMB1,000,000. +Shanghai Seer Soft primarily engages in the development and sales of robots and software for robot +controllers. For details of other subsidiaries, see Note 1 of the Accountants’ Report set out in Appendix +I to this prospectus. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–7 0– + + +--- page 79 --- +ESTABLISHMENT AND CORPORATE DEVELOPMENT +Establishment and Early-stage Developments +On April 22, 2020, the predecessor of the Company, Shanghai Seer Ltd. was established under +the laws of the PRC with a registered capital of RMB1,000,000 by Shanghai Xianban Enterprise +Management Partnership (Limited Partnership) ( ɪऎ̀फΆุ၍ଣΥྫΆุ (Υྫ )) +(“Shanghai Xianban ”) (an entity controlled by Mr. Zhao), Mr. Zhao, Mr. Dai Xiaohe ( ᏖጽО ), Mr. +Ye Yangsheng ( ໢เ୍ ) and Mr. Wang Qun ( ˮ໊), holding approximately 56.20%, 25.03%, 6.26%, +6.26% and 6.26% of the Company’s then registered capital, respectively. On July 13, 2020, the +Company’s registered capital was increased from RMB1,000,000 to RMB2,000,000 and the +increased amount was subscribed by our founding Shareholders proportionally at nominal value. +Our co-founders possessed substantial prior industry experience and technical expertise in +robotics, and had identified clear development directions and key R&D priorities prior to the +Company’s establishment, enabling the Group to commence product development immediately upon +incorporation. +The Group has also benefited from favorable industry developments since 2020, including +increasing demand for automation and supportive government policies, such as the “14th Five-Year +Plan” for Robot Industry Development encouraging the applications of the robots in manufacturing +sectors, which has accelerated the adoption of our products and supported our growth and market +positioning. +Series A Financing +The Company underwent series A financing through capital increases and equity transfers (the +“Series A Financing ”). +Pursuant to the capital contribution agreement (“ Series A Financing Agreement ”) dated +September 16, 2020, entered into among the Company, the Series A Financing investors set forth below +and our then Shareholders, the Series A Financing investors agreed to subscribe the increased registered +capital of the Company and acquire certain registered capital of the Company from Shanghai Xianban +(“Shanghai Xianban Transfers ”): +Subscribers/Transferees +Registered capital +subscribed for +Consideration paid +for subscription +Registered capital +acquired from +Shanghai Xianban +Consideration paid +for share transfer (1) +(RMB) (RMB) (RMB) (RMB) +Zhuhai Yinshan Modern Logistics Industry Equity Investment +Fund (Limited Partnership) (ᛆҳ +ږ(Υྫ)) (“ Zhuhai Yinshan ”) +245,734 (2) 28,998,130 203,799 24,049,634 +Ningbo Meishan Bonded Port Area Huilidaoqin Investment +Management Center (Limited Partnership) (೼ಥ +ਜිл༸ාҳ༟၍ଣʕː (Υྫ)) (“ Ningbo +Huilidaoqin ”) +166,493 (2) 19,647,273 138,081 16,294,489 +Ecovacs (Hainan) Investment Co., Ltd. (Ӝ౶(ی)ࠢ +ʮ̡)( “ Ecovacs Investment Hainan ”) (formerly known as +Ecovacs Robotics (Suzhou) Co., Ltd. (Ӝ౶ዚኜɛ (ᘽ +ψ)ʮ̡)) +87,638 (3) 10,341,936 115,739 13,657,940 +Pingtan Huiyin Equity Investment Partnership (Limited +Partnership) (ᛆҳ༟ΥྫΆุ (Υྫ)) +(“Huiyin Investment ”) +/ / 98,204 11,588,721 +Suzhou Hanhai Haoxing Investment Management Co., Ltd. ( ᘽ +ʮ̡ )( “ Suzhou Hanhai ”) +42,371 (4) 5,000,000 / / +(1) The consideration of Shanghai Xianban Transfers was fully settled on November 30, 2020. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–7 1– + + +--- page 80 --- +(2) Included Zhuhai Yinshan’s and Ningbo Huilidaoqin’s subscriptions by way of converting their respective loans to the +Company of RMB19,486,729 and RMB13,202,958 to the Company’s increased registered capital of RMB165,133 and +RMB111,883, respectively, at the price based on Company’s valuation in Series A Financing pursuant to a convertible bond +agreement entered among Zhuhai Yinshan, Ningbo Huilidaoqin, the Company and its then shareholders dated April 26, +2020 and the Series A Financing Agreement. +(3) Included Ecovacs Investment Hainan’s subscription by way of converting its loan to the Company of RMB4,852,769 to the +Company’s increased registered capital of RMB41,123, at the price based on Company’s valuation in Series A Financing +pursuant to a convertible bond agreement entered among Ecovacs Investment Hainan, the Company and its then +shareholders dated April 30, 2020 and the Series A Financing Agreement. +(4) Included Suzhou Hanhai’s subscription by way of converting its loan to the Company of RMB1,836,715 to the Company’s +increased registered capital of RMB15,565, at the price based on Company’s valuation in Series A Financing pursuant to a +convertible bond agreement entered among Suzhou Hanhai, the Company and its then shareholders dated April 23, 2020 +and the Series A Financing Agreement. +Capitalization of capital reserve in 2020 +On November 23, 2020, the registered capital of the Company was increased from RMB2,542,236 +to RMB10,000,000 as a result of capitalization of RMB7,457,764 from Company’s capital reserve. +Share Transfers prior to Series A+ Financing +Pursuant to an equity transfer agreement dated November 25, 2020, Mr. Dai Xiaohe transferred all +of his equity interests in the Company to Shanghai Xianban, at a consideration of RMB14,567,200 and +ceased to be a Shareholder. The consideration was determined with reference to the Company’s +valuation in its Series A Financing and was fully settled on December 7, 2020. +In December 2020, Shanghai Xianyi was established as an employee incentive platform of the +Company and Shanghai Xiansan was established as a holding vehicle for the co-founders (i.e. Mr. Zhao, +Mr. Ye Yangsheng and Mr. Wang Qun), with Mr. Zhao being the general partner of each. Pursuant to an +equity transfer agreement dated December 30, 2020, Shanghai Xianban transferred its approximately +18.27% and 9.00% equity interests in the Company to Shanghai Xianyi and Shanghai Xiansan, at a +consideration of RMB5,481,802 and RMB2,700,026, respectively, and ceased to be a Shareholder. The +consideration was determined with reference to Company’s valuation in its Series A Financing, taking +into account the fact that such transfers were conducted for employees incentive purpose and in +recognition of the co-founders’ contributions to the Company, and the consideration was fully settled on +March 31, 2021. +In February 2021, Shanghai Xianliu and Shanghai Xianqi were established as holding vehicles for +Mr. Wang Qun and Mr. Ye Yangsheng, respectively, with Mr. Zhao being the general partner of each. +Pursuant to equity transfer agreements dated March 1, 2021 and supplemental agreements thereto dated +December 1, 2022, Mr. Wang Qun and Mr. Ye Yangsheng transferred all of their respective equity +interests in the Company to Shanghai Xianliu and Shanghai Xianqi for a consideration of +RMB2,386,224.31 each. The consideration was determined with reference to Company’s then net assets. +Shanghai Xianliu and Shanghai Xianqi Restructuring was undertaken for the wealth planning purposes +of Mr. Wang Qun and Mr. Ye Yangsheng. +Series A+ Financing +Pursuant to the investment agreement dated March 31, 2021, entered into among the Company, +Tianjin Dehui Investment Management Partnership (Limited Partnership) (ᅃሾҳ༟၍ଣΥྫΆ +ุ(Υྫ)) (“ Tianjin Dehui ”) and our then Shareholders, Tianjin Dehui agreed to acquire +RMB105,263 of the Company’s registered capital held by Shanghai Xianliu for a consideration of +RMB4,000,000 (“ Shanghai Xianliu Transfer ”), and to subscribe for RMB526,316 of increased +registered capital of the Company for a consideration of RMB32,000,000 (the “ Series A+ Financing ”). +The consideration of Shanghai Xianliu Transfer was fully settled on April 7, 2021. +Series B Financing +The Company underwent series B financing through capital increases and equity transfers (the +“Series B Financing ”). +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–7 2– + + +--- page 81 --- +Subscription of increased registered capital in Series B Financing +Pursuant to the capital contribution agreement dated December 22, 2021, entered into among the +Company, the Series B Financing investors set forth below and our then Shareholders, the following +Series B Financing investors agreed to subscribe the increased registered capital of the Company: +Subscribers +Registered capital +subscribed for Consideration +(RMB) (RMB) +Nanjing SAIF Equity Investment Fund (L.P.) (ږ( Υ +ྫ)) (“ Nanjing SAIF ”) 212,985 44,000,000 +Jiaxing Tengyuan Investment Partnership (Limited Partnership) ( ྗጳᙜʩҳ༟Υ +ྫΆุ(Υྫ)) (“ Jiaxing Tengyuan ”) 29,043 6,000,000 +Hangzhou Fuyang SAIF Yi’an Equity Investment Partnership (Limited +Partnership) (ᛆҳ༟ΥྫΆุ (Υྫ)) (“ SAIF +Yi’an”) 96,811 20,000,000 +Nanjing SAIF Yulin Equity Investment Partnership Enterprise (Limited +Partnership) (ᛆҳ༟ΥྫΆุ +(Υྫ)) (“ SAIF Yulin ”) 48,406 10,000,000 +Hangzhou Xiaoshan Haolan Equity Investment Fund Partnership Enterprise +(Limited Partnership) (ΥྫΆุ (Υྫ)) +(“Hangzhou Haolan ”) 145,217 30,000,000 +Tianjin Dehui 32,270 6,666,667 +Equity Transfers in Series B Financing +Pursuant to the equity transfer agreement dated March 8, 2023, entered into among SAIF Yi’an, +the Company, our co-founders and their holding vehicles, our employee incentive platforms, and +relevant transferors set forth below, SAIF Yi’an agreed to acquire registered capital of the Company, +and the consideration was fully settled on April 12, 2023: +Transferors Transferee +Registered capital +acquired Consideration Basis of consideration +(RMB) (RMB) +Mr. Zhao SAIF Yi’an 43,275 8,940,000 Determined based on arm’s length +negotiations among the relevant parties +with reference to Company’s valuation +in its Series B Financing +Shanghai Xianliu SAIF Yi’an 11,617 2,400,000 +Shanghai Xianqi SAIF Yi’an 10,456 2,160,000 +Capital Increase in June 2022 +In October 2021, Shanghai Xianwu was established as an employee incentive platform of the +Company. For employees incentive purpose and in recognition of the co-founders’ contributions to the +Company, on June 23, 2022, Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu, Shanghai Xianliu, +Shanghai Xianqi and Mr. Zhao subscribed for RMB91,363, RMB45,000, RMB247,542, RMB19,349, +RMB24,612 and RMB98,450 of the increased registered capital of the Company, respectively, all at +nominal value (“ Capital Increase in June 2022 ”). +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–7 3– + + +--- page 82 --- +Yuanqiao Transfers in January 2024 +Pursuant to the equity transfer agreements dated January 29, 2024 entered into between +Hangzhou Yuanqiao Zhixing Venture Capital Partnership Enterprise (Limited Partnership) (ψჃ +዗౽Б௴ุҳ༟ΥྫΆุ (Υྫ )) (“ Hangzhou Yuanqiao ”) and relevant transferors set forth +below, Hangzhou Yuanqiao agreed to acquire registered capital of the Company from Huiyin +Investment and Suzhou Hanhai: +Transferors Transferee +Registered +capital acquired Consideration Basis of consideration +(RMB) (RMB) +Suzhou Hanhai Hangzhou +Yuanqiao +166,667 21,519,554 Determined based on arm’s length negotiations +among the relevant parties taking into account +the timing of the transfers and exit plan of +Suzhou Hanhai and Huiyin Investment +Huiyin Investment Hangzhou +Yuanqiao +386,290 49,876,500 +The consideration was fully settled on May 23, 2024 and upon completion of the Yuanqiao +Transfers, Suzhou Hanhai and Huiyin Investment ceased to be Shareholders. +Conversion into a Joint Stock Company +On March 24, 2025, the Company was converted into a joint stock company with its corporate +name changed to Shanghai Seer Intelligent Technology Co., Ltd. (ʮ̡ ). +Upon the completion of the conversion, the registered capital of the Company became RMB11,617,364, +divided into 11,617,364 Shares with a nominal value of RMB1.00 each. +Series C Financing +Pursuant to the capital contribution agreement dated April 20, 2025 entered into among the +Company, our then Shareholders and the series C financing investors set forth below, the following +series C financing investors agreed to subscribe for newly issued Shares (the “ Series C Financing ”): +Subscribers +Number of Shares +subscribed for Consideration +(RMB) +Wuxi Liangxi Science and Technology City Hongtai Xinzhi Investment +Partnership Enterprise (Limited Partnership) +(इอ౽ҳ༟ΥྫΆุ (Υྫ)) (“ Hongtai +Investment ”) 189,745 50,000,000 +Nanjing SAIF 75,898 20,000,000 +Capital Increase in May 2025 +On May 6, 2025, Shanghai Xiansan, Shanghai Xianwu, Mr. Zhao, Shanghai Xianqi and Shanghai +Xianliu subscribed for RMB42,815, RMB350,977, RMB91,700, RMB22,943 and RMB17,881 of the +increased registered capital of the Company, respectively, all at nominal value (“ Capital Increase in +May 2025 ”) for employees incentive purpose and in recognition of the co-founders’ contributions to the +Company. +Capitalization of capital reserve in 2025 +On May 6, 2025, the registered capital of the Company was increased to RMB100,000,000 as a +results of capitalization of RMB87,590,677 from the Company’s capital reserve. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–7 4– + + +--- page 83 --- +Tax Payment for Historical Equity Transfers +In 2021 and 2023, our Company underwent equity changes in its share capital (“ Historical +Equity Transfers ”). During the Historical Equity Transfers, our Company’s staff in charge of tax +filings who assisted Mr. Zhao, Mr. Ye Yangsheng and Mr. Wang Qun (the “ Relevant Directors ”) in +their tax affairs miscalculated the personal income taxes required to be paid by the Relevant Directors +due to their unfamiliarity with PRC tax regulations. As a result, the Relevant Directors underpaid a +portion of their individual income taxes. In preparation for the proposed Listing, the Relevant Directors +conducted a review of their tax compliance and identified the underpayment of individual income taxes +derived from the Historical Equity Transfers. Despite the fact that no relevant tax authority has issued +notifications to demand payment of the aforementioned outstanding taxes, each of Mr. Zhao, Mr. Ye +Yangsheng and Mr. Wang Qun, on a voluntary basis, paid the outstanding taxes and late payment +surcharges to the relevant tax authority in May 2025, in the aggregate amount of RMB40.36, +RMB685,139.91 and RMB2,006,134.84, respectively. +The Company has adopted and implemented enhanced internal control measures based on the +internal control consultant’s advice, including formulating and implementing the Policy for Tax +Management, stipulating the requirements on tax registration, filing, payments, planning and record +keeping. +The Directors are of the view that the late payments by Mr. Zhao, Mr. Ye Yangsheng and Mr. +Wang Qun in connection with the Historical Equity Transfers (the “ Incident ”) have not negatively +impugned the suitability of the Relevant Directors under Rules 3.08 and 3.09 based on the following +reasons: +(a) The late payments of the relevant taxes in the Incident were inadvertent as a result that the +relevant personnel who assisted the Relevant Directors with their tax affairs miscalculated +their personal income taxes required to be paid in connection with Historical Equity +Transfers; +(b) The Relevant Directors had paid the outstanding taxes and late payment surcharges to the +competent tax authority on May 23, 2025 which is evident by tax payment receipts issued by +the Shanghai Pudong New Area Taxation Bureau of State Taxation Administration (the +“Bureau ”) to the Relevant Directors in connection with the tax payments; +(c) The Company and its PRC Legal Advisor consulted with a staff representative from the +Bureau, a competent authority as confirmed by the Company’s PRC Legal Advisor and the +staff representative is authorized to accept the consultation on behalf of the competent +authority. The staff representative confirmed that no administrative penalties have been or +would be imposed on the Relevant Directors in connection with the Historical Equity +Transfers; +(d) The Company’s PRC Legal Advisor is of the view that, based on the opinion issued by the +tax advisor and taking into account the consultation with the Bureau and given the Relevant +Directors’ voluntary payments of the aforementioned taxes and late payment surcharges, the +risk of the Relevant Directors being subject to administrative penalties by PRC tax +authorities is remote; +(e) After consulting with our internal control consultant, our directors believe that the enhanced +internal control measures are adequate and effective to prevent recurrence of similar +incidents; and +(f) None of the Relevant Directors has any record of violating laws and no tax authority has +concluded that their late tax payments in the Incident constituted violation of PRC tax laws. +Based on the consultation with the Bureau, the view of the Company’s PRC Legal Advisor, and +the Sole Sponsor’s independent due diligence, nothing has come to the Sole Sponsor’s attention that +would cause it to reasonably cast doubt on the Directors’ view as stated above. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–7 5– + + +--- page 84 --- +MAJOR ACQUISITIONS, DISPOSALS AND MERGERS +During the Track Record Period and up to the Latest Practicable Date, we did not conduct any +acquisitions, disposals and mergers that we consider to be material to us. +PRE-IPO INVESTMENTS +Summary of Pre-IPO Investments +The following table sets forth a summary of the details of the Pre-IPO Investments: +Series A Financing Series A+ Financing Series B Financing Series C Financing +Amount of registered capital or number of Shares subscribed for RMB542,236 RMB526,316 RMB564,732 265,643 Shares +Amount of consideration paid RMB63,987,339 RMB32,000,000 RMB116,666,667 RMB70,000,000 +Pre-money valuation of the Company RMB236,012,661 RMB568,000,000 RMB2,283,333,333 RMB3,200,000,000 +Post-money valuation of the Company RMB300,000,000 RMB600,000,000 RMB2,400,000,000 RMB3,270,000,000 +Date of payment of full consideration November 26, 2020 April 7, 2021 January 18, 2022 April 30, 2025 +Cost per Share paid under the Pre-IPO Investment (approximate) RMB118.01 (1) RMB60.80 (1)(2) RMB206.59 (1) RMB263.51 +Adjusted cost per Share paid under +the Pre-IPO Investment (3) (approximate) +RMB3.72 (1) RMB7.18 (1) RMB25.64 (1) RMB32.70 +Discount to the Offer Price (4) 95.79% 91.88% 71.01% 63.03% +Basis of consideration The consideration for each round of the Pre-IPO Investments were determined based on arm’s length negotiations among the relevant parties taking +into consideration the timing of the investments and the Company’s development stage. +Use of proceeds and whether they have been fully utilized We utilized the proceeds from the Pre-IPO Investments for our principal business, including but not limited to the growth and expansion of our +Company’s business and general working capital purposes. As of the Latest Practicable Date, all net proceeds from the Pre-IPO Investments had +been utilized. +Reasons for fluctuations in valuation in the Pre-IPO Investments The increase in valuation from the Series A Financing to the Series A+ Financing was mainly due to our launch of lifting robot, robot controller +SRC-2000 and intelligent forklifts, which raised our market visibility. +The increase in valuation from the Series A+ Financing to the Series B Financing was mainly due to (i) official launch of our overseas operations on +a significant scale; (ii) our full range of software (including MWMS Smart Logistics Management System, RDS and Meta Series Visualization +Software) hitting the market, completing our software product matrix layout; and (iii) our rapid growth of revenue during the stage of Series B +Financing, indicating our commercialization potential. +The increase in valuation from the Series B Financing to the Series C Financing was mainly due to (i) expansion of our product portfolio, including +but not limited to, launch of SRC-3000FS (Forklift Edition) and SRC-2000-F(S) robot controllers for forklifts, the SRC-880 robot controller for +lifting robots, new carton transfer and cleaning robots and the 3D robot visualization software Meta-Map Pro; and (ii) our rapid growth of revenue +during the stage of Series C Financing, indicating our commercialization potential. +The increase in valuation upon the Listing from the Series C Financing was mainly due to further business expansion we made, alongside achieving +further key business milestones including, among others, (i) release of the controller integrating embodied AI, SRC-5000, which, through its +gradual commercialization, marked the industry’s first achievement of whole-body-control; (ii) first application of advanced end-to-end naviga tion +model and VLA to both intelligent forklifts and wheeled humanoid robots; and (iii) introduction of a new line of embodied intelligent robots +including wheeled humanoid robots based on the SRC-5000 controllers and the SRC-1000 series robot controllers to cover more robot types such +as legged robots, reflecting our efforts to further grow our business and commercialize our services. +Strategic benefits At the time of the Pre-IPO Investments, the Directors were of the view that (i) the Company would benefit from the additional capital provided by +the Pre-IPO Investors and their market influence, knowledge and experience and (ii) the Pre-IPO Investments demonstrated the Pre-IPO Investors’ +confidence in our operation and development. +(1) Taking into account of the Company’s conversion into a joint stock limited company on March 24, 2025. +(2) The decrease in the cost per Share in the Series A+ Financing, despite an increase in the Company’s valuation, was due to +the capitalization of capital reserve prior to the Series A+ Financing, which significantly increased the Company’s +registered capital. See “— Establishment and Corporate Development — Capitalization of capital reserve in 2020” for +details. +(3) The adjusted cost per Share is adjusted with reference to the capitalization of capital reserve of the Company in 2020 and +2025 as set out in the section headed “ Establishment and Corporate Development” above. +(4) Calculated based on the Offer Price of HK$101.60, as compared with the adjusted cost per Share. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–7 6– + + +--- page 85 --- +Rights of the Pre-IPO Investors +The Pre-IPO Investors were granted certain special rights, including but not limited to redemption +rights, pre-emptive rights, director nomination rights, rights to be consented prior to certain corporate +actions, anti-dilution rights and information right. All special rights granted to our Pre-IPO Investors +have been terminated in compliance with Chapter 4.2 of the Guide. No Pre-IPO investor exercised +redemption rights during the Track Record Period. For details, please refer to note 30 of the +Accountants’ Report. +Except for the redemption rights, anti-dilution rights and liquidation preference granted by the +Company, all the other special rights shall be restored if the Listing does not take place, including but +not limited to any such failure as a result of the withdrawal, rejection, return or lapse of a listing +application. +Article 143 of the Civil Code stipulates that a civil legal act is valid if it is conducted by parties +with the requisite capacity for civil conduct, is based on genuine intent, and does not contravene +mandatory provisions of laws, administrative regulations, or public order and morals. Adhering to the +principle of autonomy of will, the supplemental agreement dated May 19, 2025, pursuant to which all +parties agreed that the redemption rights previously granted by the Company have been irrevocably +terminated and shall be void ab initio , represents a consensual rescission arrangement among all +relevant parties. Such retrospective termination arrangement does not contravene any mandatory +provisions under PRC laws or administrative regulations, and should be legally binding on the parties. +Based on the above, the PRC Legal Advisor is of the view that the redemption rights agreed upon by +the Company and the Pre-IPO Investors have been irrevocably terminated and shall be deemed void ab +initio . +Sole Sponsor’s Confirmation +On the basis that (i) the consideration for the Pre-IPO Investments was irrevocably settled no less +than 120 clear days before the Listing Date, and (ii) all the special rights granted to the Pre-IPO +Investors as set out above have been terminated prior to the date of first filing of the listing application +with the Stock Exchange and no special rights of the Pre-IPO Investors will exist after the Listing, the +Sole Sponsor confirms that the Pre-IPO Investments are in compliance with Chapter 4.2 of the Guide. +The Sole Sponsor has conducted the following due diligence on the accounting treatment of the +redemption rights adopted by the Reporting Accountants: +(i) the Sole Sponsor reviewed the Pre-IPO Investment Agreements and the supplemental +agreement for termination of Pre-IPO Investors’ special rights and noted that all the +redemption rights granted by the Company to the relevant Pre-IPO Investors have been +irrevocably terminated and shall not be restored; +(ii) the Sole Sponsor reviewed Note 30 to the Accountants’ Report to assess the rationale for and +reasonableness of presenting the redemption rights as equity instead of financial liabilities; +(iii) the Sole Sponsor conducted expert due diligence interview with the Reporting Accountants +to evaluate the knowledge, skill and experience of the Reporting Accountants, the adequacy +of the underlying bases for its opinions, and the reasonableness of the assumptions and +qualifications adopted; +(iv) the Sole Sponsor discussed with our Company’s PRC Legal Advisor, which confirmed that +the redemption rights had been terminated irrevocably pursuant to the supplemental +agreement for termination of Pre-IPO Investors’ special rights; and +(v) the Sole Sponsor discussed this matter with its own PRC legal advisor, who concurs with the +view of our Company’s PRC Legal Advisor as stated above. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–7 7– + + +--- page 86 --- +Information about our Pre-IPO Investors +The background information of our Pre-IPO Investors (including Sophisticated Independent +Investors (all being Pathfinder SIIs)) is set out below. +Our Pathfinder SIIs and Sophisticated Independent Investors +Zhuhai Yinshan +Zhuhai Yinshan is a limited partnership established in the PRC, primarily engaged in equity +investment, investment management and asset management. It has two general partners, namely GLP +(Zhuhai) Equity Investment Management Co., Ltd. (౶(मऎ)ʮ̡ )( “ GLP +(Zhuhai) ”) and Zhuhai Puyou Investment Consulting Co., Ltd. (ʮ̡ )( “ Zhuhai +Puyou ”). GLP (Zhuhai) is wholly-owned by Unity CMC Holdings Limited (“ Unity CMC ”), which is +indirectly controlled by GLP Pte. Ltd. (“ GLP”), a leading global thematic investor and business builder +focusing on sectors with large addressable markets and strong secular growth drivers, including +logistics, digital infrastructure, and renewable energy. Zhuhai Puyou is wholly-owned by Shanghai +Yinshan Puheng Enterprise Management Co., Ltd. (ʮ̡ )( “ Shanghai +Yinshan ”), which is in turn owned as to 65.00% by Unity CMC and 35.00% by Zhuhai Yinshan +Lingchuang Investment Consulting Co., Ltd. (ʮ̡ )( “ Zhuhai Yinshan +Lingchuang ”), respectively. Zhuhai Yinshan Lingchuang is owned as to 40.00% by Dong Zhonglang +(໨ʕई), who has extensive experience in logistics investment, and 40.00% by Zhuhai Dongfang Zeyu +Business Consulting Co., Ltd. (ʮ̡ )( “ Zhuhai Dongfang Zeyu ”), +respectively. Zhuhai Dongfang Zeyu is wholly-owned by HIGASHI MICHIHIRO (˙ख), an +experienced industry expert with extensive experience in logistics and strategy consulting. Zhuhai +Yinshan has 32 limited partners, with its largest limited partner, Zhuhai Puyin Logistics Industry Equity +Investment Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ (Υྫ)) +(“Zhuhai Puyin ”), holding approximately 34.19% of the partnership interests. Zhuhai Puyin is managed +by its general partner Shanghai Yinyuan Enterprise Management Co., Ltd. (ʮ +̡), which is wholly-owned by Shanghai Yinshan and in turn ultimately controlled by GLP as +mentioned above. None of the other 31 limited partners directly holds more than 13.10% of the +partnership interests. +The Company established a relationship with Zhuhai Yinshan through its financing activities, with +Zhuhai Yinshan initiating contact for potential investment opportunities. Zhuhai Yinshan will be a +substantial shareholder of the Company upon the Listing, and therefore a connected person of the +Company under the Listing Rules. +The assets under management (“ AUM”) of GLP was over US$89 billion and US$120 billion as of +June 30, 2020 +(1) and December 31, 2024 (2), respectively. As the general managers that manage Zhuhai +Yinshan are ultimately controlled by GLP, whose AUM meets the threshold set out in Chapter 2.5 of the +Guide, and the investment decisions of Zhuhai Yinshan are ultimately controlled and managed by GLP +through the investment committee, where GLP representatives hold all the seats in the investment +committees of Zhuhai Yinshan and the resolutions can be passed by a simple majority of the committee +members, Zhuhai Yinshan qualifies as a Sophisticated Independent Investor. In compliance with Rule +18C.05 of the Listing Rules, Zhuhai Yinshan held approximately 14.25% and 15.22% of the total issued +share capital of our Company of May 27, 2025 (being the date of submission of the Company’s first +listing application) and throughout the pre-application 12-month period, respectively. +Ecovacs Investment Hainan +Ecovacs Investment Hainan is a limited liability company established in the PRC, primarily +engaged in investments, and is wholly owned by Ecovacs Robotics Co., Ltd. (ʮ +̡)( “ Ecovacs ”, a company listed on the Shanghai Stock Exchange (stock code: 603486)). Ecovacs +stands as a leader and pioneer in the service robot and high-end smart appliances industries with a +strong focus on independent research and development towards robot and AI innovation. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–7 8– + + +--- page 87 --- +The Company established a relationship with Ecovacs Investment Hainan through its financing +activities, with Ecovacs Investment Hainan initiating contact for potential investment opportunities. To +the best knowledge of the Directors, each of Ecovacs Investment Hainan and its ultimate beneficial +owners is an independent third party and has no relationship with any connected persons of the +Company. +According to CIC, in terms of gross merchandise volume from home service robots sales in the +PRC, Ecovacs ranked first in the first half of 2020 and in 2024, and was a key participant in the +downstream service robot industry of the Company as of June 30, 2020 +(1) and December 31, 2024 (2), +respectively, with the top three players collectively accounting for approximately 70.0% market share in +2024 and market size reaching approximately RMB19 billion. In compliance with Rule 18C.05 of the +Listing Rules, Ecovacs Investment Hainan held approximately 6.45% and 6.89% of the total issued +share capital of our Company of May 27, 2025 (being the date of submission of the Company’s first +listing application) and throughout the pre-application 12-month period, respectively. +SAIF SIIs +Nanjing SAIF, SAIF Yi’an, SAIF Yulin and Jiaxing Tengyuan (collectively, “ SAIF SIIs ”) are +limited partnerships established in the PRC, primarily engaged in equity investment and venture capital. +Nanjing SAIF is managed by Nanjing SAIF Equity Investment Management Center (Limited +Partnership) (ᛆҳ༟၍ଣʕː (Υྫ)), which is in turn managed by Tianjin SAIF +Shengyuan Investment Management Center (Limited Partnership) (ᒄబସʩҳ༟၍ଣʕː (Υ +ྫ)) (“ Tianjin SAIF ”), which is mainly engaged in private equity investment management. Nanjing +SAIF has 12 limited partners with none of them holding more than 19.61% of the partnership interests. +SAIF Yi’an is managed by Hangzhou Fuyang SAIF Jiayuan Equity Investment Partnership +Enterprise (Limited Partnership) (ᛆҳ༟ΥྫΆุ (Υྫ)), which is in turn +managed by Tianjin SAIF. SAIF Yi’an has two limited partners, being Hangzhou Fuyang Xinmingjian +Equity Investment Partnership Enterprise (Limited Partnership) (ᛆҳ༟ΥྫΆุ (Ϟ +Υྫ)) (“ Hangzhou Fuyang Xinmingjian ”) and Hangzhou Fuyang Bitwang Equity Investment +Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ (Υྫ)) (“ Fuyang +Bitwang ”), holding approximately 69.44% and 27.78% of the partnership interests, respectively. +Hangzhou Fuyang Xinmingjian is managed by its general partner Gongqingcheng Xinmingjian +Investment Co., Ltd. (ʮ̡ ), which is in turn ultimately controlled by Li +Xiaoming (׼Fuyang Bitwang is managed by its general partner, Qingtian Wangte Enterprise +Management Partnership (Limited Partnership) (तΆุ၍ଣΥྫΆุ (Υྫ)), which is in +turn managed by its general partner, Shan Erte ( ఊဧत). +SAIF Yulin is managed by Nanjing SAIF Yulin Equity Investment Management Center (Limited +Partnership) (ᛆҳ༟၍ଣʕː (Υྫ)) (“ Nanjing SAIF Yulin ”), which is in turn +managed by Tianjin SAIF. SAIF Yulin has two limited partners, being Nanjing SAIF Jinfu Equity +Investment Partnership Enterprise (Limited Partnership) (ᛆҳ༟ΥྫΆุ (Υྫ)) +(“Nanjing SAIF Jinfu ”) and Nanjing Qilin Entrepreneurship Investment Co., Ltd. (ԯᘅ᜝௴ุҳ༟ +ʮ̡)( “ Nanjing Qilin Entrepreneurship ”), holding 65.00% and 30.00% of the partnership +interests, respectively. Nanjing SAIF Jinfu is managed by its general partner Nanjing SAIF Yulin, which +is in turn managed by Tianjin SAIF. Nanjing Qilin Entrepreneurship is ultimately controlled by Nanjing +Municipal People’s Government State-owned Assets Supervision and Administration Commission (ԯ +ึ ). +Jiaxing Tengyuan is managed by Tianjin SAIF and has one limited partner, being Andrew Y . Yan +(ᎅ⇴), holding approximately 98.94% of the partnership interests. Tianjin SAIF is managed by Tianjin +Xima Laya Investment Co., Ltd. (ʮ̡ ), which is in turn owned as to +50.00% and 50.00% by Zhao Jun ( Ⴛඓ) and Li Jia ( ҽԳ), respectively. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–7 9– + + +--- page 88 --- +The Company established a relationship with SAIF SIIs through its financing activities, with SAIF +SIIs initiating contact for potential investment opportunities. To the best knowledge of the Directors, +each of SAIF SIIs and their ultimate beneficial owners is an independent third party and has no +relationship with any connected persons of the Company. +The AUM of Tianjin SAIF was over RMB17.79 billion and RMB18.55 billion as of June 30, +2021 +(1) and December 31, 2024 (2), respectively. Each of the SAIF SIIs is ultimately managed by Tianjin +SAIF, which directs the investment decisions of such funds through their respective investment +committees or as the executive partner. To be specific, (i) Tianjin SAIF representatives hold all the +seats in the investment committees of Nanjing SAIF and SAIF Yi’an; (ii) Yulin SAIF’s investment +decisions shall be approved by three or more (out of five) of the investment committee members in +accordance with its partnership agreement, where Tianjin SAIF representatives hold three seats and the +resolutions can be passed by a simple majority of the committee members; and (iii) Jiaxing Tengyuan’s +investment decisions are entirely directed by Tianjin SAIF as its executive partner. As a result, the +different shareholding entities are purely different funds managed by the same fund manager and should +be aggregated as one Pathfinder SII pursuant to Chapter 2.5 of the Guide. In compliance with Rule +18C.05 of the Listing Rules, the SAIF SIIs held approximately 4.26% and 3.90% of the total issued +share capital of our Company of May 27, 2025 (being the date of submission of the Company’s first +listing application) and throughout the pre-application 12-month period, respectively. +(1) Being a date not more than six months prior to the date of signing of the first definitive agreement for their investment in +the Company. +(2) Being a date not more than six months prior to the first listing application of the Company. +Our other Pre-IPO Investors +Ningbo Huilidaoqin +Ningbo Huilidaoqin is a limited partnership established in the PRC, primarily engaged in +investment management and consulting, and is managed by its general partners Ningbo Meishan +Bonded Port Area Minheng Qizhi Investment Management Center (Limited Partnership) (೼ +ಥਜ͏㛬䥊౽ҳ༟၍ଣʕː (Υྫ)) (“ Ningbo Minheng Qizhi ”) and Ningbo Meishan Bonded Port +Hengmin Information Consulting Co., Ltd. (ʮ̡ )( “ Ningbo +Hengmin ”). Ningbo Minheng Qizhi is managed by Xizang Dazi Zhiyuan Huicai Investment +Management Co., Ltd. (ʮ̡ )( “ Xizang Zhiyuan Huicai ”). Xizang +Zhiyuan Huicai is owned as to 51.00% and 49.00% by Wu Haiyan ( юऎዲ) and Wang Daoping ( ˮ༸ +̻), respectively. Ningbo Hengmin is owned as to 90.00% by Li Lianzhu ( ҽᑌम). Ningbo Huilidaoqin +has 48 limited partners, with its largest limited partner, Ningbo Meishan Bonded Port Area Ruizhao +Mingyuan Investment Management Center (Limited Partnership) (Ⴣҳ༟၍ଣ +ʕː(Υྫ)) (“ Ningbo Ruizhao Mingyuan ”), holding approximately 89.65% of the partnership +interests. Ningbo Ruizhao Mingyuan is managed by its general partner Ningbo Minheng Qizhi. +To the best knowledge of the Directors, each of Ningbo Huilidaoqin and its ultimate beneficial +owners is an independent third party and has no relationship with any connected persons of the +Company. +Tianjin Dehui +Tianjin Dehui is a limited partnership established under the laws of the PRC, primarily engaged in +investment management, with Shenzhen Yueqi Enterprise Management Partnership (Limited +Partnership) ( ଉέ൳փΆุ၍ଣΥྫΆุ (Υྫ)) (“ Shenzhen Yueqi ”) being its general partner. +The general partner of Shenzhen Yueqi is Xizang Yueqi Enterprise Management Co., Ltd. ( Гᔛ൳փΆ +ʮ̡ )( “ Xizang Yueqi ”). The ultimate beneficial owners of Xizang Yueqi are Niu Kuiguang +(Έ), Li Jianguang (Έ) and Wang Jingbo (تTianjin Dehui has two limited partners, +being Suzhou Hexie Chaoyue Phase II Investment Center (Limited Partnership) ( ᘽψձፓ൴൳ɚಂҳ +༟ʕː(Υྫ)) (“ Suzhou Hexie Chaoyue Phase II Center ”) and Shenzhen Hexie Chaoyue Phase +II Equity Investment Fund Partnership (Limited Partnership) (ΥྫΆ +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 0– + + +--- page 89 --- +ุ(Υྫ)) (“ Shenzhen Hexie Chaoyue Phase II Fund ”), holding approximately 60.39% and +39.61% of the partnership interests, respectively. Both of Suzhou Hexie Chaoyue Phase II Center and +Shenzhen Hexie Chaoyue Phase II Fund are managed by their respective general partner Shenzhen +Yueqi. +To the best knowledge of the Directors, each of Tianjin Dehui and its ultimate beneficial owners +is an independent third party and has no relationship with any connected persons of the Company or +other Pre-IPO Investors. +Hangzhou Yuanqiao +Hangzhou Yuanqiao is a limited partnership established in the PRC, primarily engaged in venture +capital, and is managed by Hangzhou Yuanqiao Zhengming Private Fund Management Co., Ltd. (ψ +ʮ̡ )( “ Hangzhou Yuanqiao Zhengming ”). Hangzhou Yuanqiao +Zhengming is respectively owned as to approximately 51.00% and 36.38% by Zhou Xiaole ( մወᆀ) +and Yuanqiao Investment (Suzhou) Co., Ltd. ( Ⴣ዗ҳ༟(ᘽψ)ʮ̡), which is ultimately controlled +by Zhou Xiaole. Hangzhou Yuanqiao has six limited partners, with its largest limited partner, Jiaxing +Zhiyu Equity Investment Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ (Υྫ)) +(“Jiaxing Zhiyu ”), holding approximately 55.25% of the partnership interests. Jiaxing Zhiyu is +managed by its general partner Hangzhou Yuanqiao Zhengming. None of the other five limited partners +holds more than 21.75% of the partnership interests. +To the best knowledge of the Directors, each of Hangzhou Yuanqiao and its ultimate beneficial +owners is an independent third party and has no relationship with any connected persons of the +Company or other Pre-IPO Investors. +Hangzhou Haolan +Hangzhou Haolan is a limited partnership established in the PRC, primarily engaged in equity +investment, and is managed by Shanghai Senrui Investment Management Co., Ltd. ( ɪऎಌቚҳ༟၍ଣ +ʮ̡)( “ Shanghai Senrui ”). Shanghai Senrui is owned as to 40.00% by Shanghai Shiyu Enterprise +Management Partnership (Limited Partnership) (๬Άุ၍ଣΥྫΆุ (Υྫ)) and as to +60.00% by two other shareholders each holding not more than 30.00% of the equity interests. Shanghai +Shiyu Enterprise Management Partnership (Limited Partnership) is managed by Chen Yu ( ௓ᝨ). +Hangzhou Haolan has nine limited partners, with its largest limited partner, Zhuji Haoyue Equity +Investment Partnership Enterprise (Limited Partnership) (ᛆҳ༟ΥྫΆุ (Υྫ)) +(“Zhuji Haoyue ”), holding approximately 35.20% of the partnership interests. Zhuji Haoyue is +managed by its general partner Shanghai Senrui. None of the other eight limited partners holds more +than 16.81% of the partnership interests. +To the best knowledge of the Directors, each of Hangzhou Haolan and its ultimate beneficial +owners is an independent third party and has no relationship with any connected persons of the +Company or other Pre-IPO Investors. +Hongtai Investment +Hongtai Investment is a limited partnership established in the PRC, primarily engaged in venture +capital, and is managed by Wuxi Xingxin Co Creation Investment Co., Ltd. (ࠢ +ʮ̡), which is in turn wholly-owned by Qingdao Xinchen Science and Technology Innovation Industry +Co., Ltd. (ʮ̡ ). Qingdao Xinchen Science and Technology Innovation Industry +Co., Ltd. is directly owned as to 60.00% by Sheng Xitai ( ସҎइ) and as to 40.00% by four other +shareholders each holding not more than 20.00% of the equity interests. Hongtai Investment has two +limited partners, being Wuxi Keyi Investment Development Group Co., Ltd. (ණྠ +ʮ̡)( “ Wuxi Keyi Investment ”), and Wuxi Liangxi Science and Technology City Innovation +Investment Co., Ltd. (ʮ̡ )( “ Wuxi Liangxi Technology ”), each +holding approximately 49.92% of the partnership interests. Wuxi Keyi Investment is ultimately +controlled by Wuxi Liangxi District People’s Government State-owned Assets Supervision and +Administration Office (܃“() Wuxi Liangxi SASAO ”). +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 1– + + +--- page 90 --- +Wuxi Liangxi Technology is ultimately owned as to approximately 38.54% by Wuxi Liangxi SASAO +and as to approximately 28.90% by Wuxi Municipal People’s Government State-owned Assets +Supervision and Administration Commission (ึ ), respectively. +To the best knowledge of the Directors, each of Hongtai Investment and its ultimate beneficial +owners is an independent third party and has no relationship with any connected persons of the +Company or other Pre-IPO Investors. +Meaningful Investment from Sophisticated Independent Investors +We have received meaningful investments from three Sophisticated Independent Investors (all +being Pathfinder SIIs), each having invested in the Group for at least 12 months prior to the first +submission of our listing application to the Stock Exchange. In accordance with Chapter 2.5 of the +Guide, each of the Pathfinder SIIs held more than 3%, and in aggregate more than 10%, of the issued +share capital of the Company as of the date of our listing application and throughout the pre-application +12-months period. +As of the Latest Practicable Date, our Sophisticated Independent Investors held, in aggregate, +approximately 24.95% in the total issued share capital of the Company. Upon the Listing, such +Sophisticated Independent Investors will hold, in aggregate, no less than 20% in the total issued share +capital of the Company. +LOCK-UP PERIOD +Pursuant to the applicable PRC law, within the 12 months following the Listing Date, all existing +Shareholders (including our Pre-IPO Investors) are prohibited from disposing of any of the Shares held +by them. +The following Shares will also be subject to disposal restrictions pursuant to Rules 18C.13 and +18C.14 of the Listing Rules at the time of the Listing: +Name Capacity +Aggregate number of +Shares held +immediately following +the completion of the +Global Offering (1) +Aggregate shareholding +in the total issued share +capital of our Company +following the +completion of the +Global Offering (1) +Lock-up period for a +Commercial Company +Key persons (2) and their close associates/Controlling Shareholders Group +Mr. Zhao Founder, chairman of the Board, executive +Director and chief executive officer of the +Company +17,050,617 15.43% Commencing on the date of +this prospectus and ending +on expiry of 12 months +from the Listing Date +Shanghai Xianyi Employee Incentive Platform managed by Mr. +Zhao where the Company’s senior management +and core R&D team members hold limited +partnership interest +15,461,117 13.99% +Shanghai Xiansan Holding vehicle controlled and managed by Mr. +Zhao where Mr. Ye Yangsheng and Mr. Wang +Qun hold limited partnership interest +7,960,265 7.20% +Shanghai +Xianwu +(3) +Employee Incentive Platform managed by Mr. +Zhao where the Company’s senior management +and core R&D team members hold limited +partnership interest +4,823,140 4.36% +Shanghai Xianliu Holding vehicle controlled and managed by Mr. +Zhao where Mr. Wang Qun hold limited +partnership interest +3,324,871 3.01% +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 2– + + +--- page 91 --- +Name Capacity +Aggregate number of +Shares held +immediately following +the completion of the +Global Offering (1) +Aggregate shareholding +in the total issued share +capital of our Company +following the +completion of the +Global Offering (1) +Lock-up period for a +Commercial Company +Shanghai Xianqi Holding vehicle controlled and managed by Mr. +Zhao where Mr. Ye Yangsheng hold limited +partnership interest +4,265,688 3.86% +Pathfinder SIIs +Zhuhai Yinshan Pathfinder SII 14,249,432 12.90% Commencing on the date of +this prospectus and ending +on expiry of six months +from the Listing Date +Ecovacs +Investment +Hainan +Pathfinder SII 6,446,709 5.83% +SAIF SIIs Pathfinder SII 4,258,822 3.85% +(1) Assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised. +(2) The Company determined the key personnel, namely Mr. Zhao, Mr. Wang Qun, Mr. Ye Yangsheng, Dr. Huang Qiangsheng +and Dr. Zhang Tengyu, based on their roles and expertise in leading the development of our core technologies in relation to +the Specialist Technology Products and their seniority within the R&D department of the Company. These key personnel +play critical roles in driving the Company’s product innovation and overall business development. See “Business — +Research and Development — R&D Team and Core Members” for further details of their biographies. The key personnel +directly or indirectly hold the Shares through Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu, Shanghai Xianliu, +Shanghai Xianqi, Suzhou Xianwu No. 1 and Suzhou Xianwu No. 2, and all the respective ultimate beneficial interests in +these platforms held by the key personnel shall be subject to disposal restrictions pursuant to Rules 18C.14 of the Listing +Rules at the time of the Listing. +(3) Suzhou Xianwu No. 1 and Suzhou Xianwu No. 2 are two limited partners of Shanghai Xianwu, and Mr. Zhao acted as the +general partner of each of them. +PREVIOUS ENTREPRENEURIAL ENDEA VOR BY OUR CO-FOUNDERS +Establishment and Deregistration of Shanghai Seer Robotics +Before the Company’s establishment in April 2020, our co-founders (i.e. Mr. Zhao, Mr. Ye +Yangsheng and Mr. Wang Qun), together with other two business partners, started up business in the +robot industry by founding Shanghai Seer Robotics Co., Ltd. (ʮ̡ ) +(“Shanghai Seer Robotics ”) in 2015 as first entrepreneurial endeavor. Shanghai Seer Robotics focused +on robot and robot controller R&D and only recorded sales on no significant scale. +During the development of Shanghai Seer Robotics, differences and disagreements gradually +developed among founders over the corporate management and development philosophy, which is not +uncommon for startup teams. Such differences and disagreements affected the pace of Shanghai Seer +Robotics’ business development and reduced the efficiency of its internal operations and management. +In addition, it also led to difficulties for Shanghai Seer Robotics to secure financing, which became +even more pressing given Shanghai Seer Robotics’ precarious financial condition. As a result, the +shareholders of Shanghai Seer Robotics resolved to liquidate and deregister the company at a +shareholders’ meeting held in March 2020. Subsequently, our co-founders decided to embark on a new +business venture by launching the Company in April 2020. +During the deregistration process of Shanghai Seer Robotics, to maximize shareholders value, +Shanghai Seer Robotics transferred all its intangible assets (primarily being intellectual properties, +including 46 trademarks, 24 patents, 11 copyrights and one domain name, some of which were pending +registration) and fixed assets (primarily being office equipment such as computers) and a portion of +inventories (primarily being spare parts) to its subsidiary, Shanghai Seer Soft, for cash consideration of +approximately RMB6.6 million. The cash was later distributed to the then shareholders of Shanghai +Seer Robotics. The consideration for such transfer was determined with reference to a valuation report +prepared by an independent valuer for the purpose of deregistration. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 3– + + +--- page 92 --- +Shanghai Seer Soft was later acquired and became a subsidiary of the Company. However, the +material granted patents for our core technologies in relation to our Specialist Technology Products +were independently developed by the Company, none of which were derived from Shanghai Seer Soft’s +existing intellectual properties. Our co-founders all come from professional backgrounds relevant to the +Company’s practice. See “Directors and Senior Management.” Leveraging the accumulated experience, +expertise and know-how in the robotics industry, the development of the Company as a new venture has +progressed smoothly since its establishment, with product development and commercialization +advancing in an orderly manner. In addition, the rapid growth of the robotics industry in recent years +has further fueled the Company’s expansion, enabling it to reach its current scale. +Save as disclosed below, there were no other relationships (including business, financing or +otherwise) between the Group and Shanghai Seer Robotics: +(a) Certain historical investors of Shanghai Seer Robotics (i.e., Huiyin Investment and Ecovacs +Investment Hainan) demonstrated strong confidence in our co-founders and subsequently +invested in the Company; +(b) There was a certain degree of personnel overlap between Shanghai Seer Robotics and the +Company. Such overlap arose from employees voluntarily joining the new venture based on +their professional trust in our co-founders, rather than as a result of any coordinated transfer +or planned continuation of employment between the two entities; +(c) There was a certain degree of overlap in customers and/or suppliers between Shanghai Seer +Robotics and the Company. This overlap is attributable to the fact that both companies +operate in the same industry segment, resulting in some common upstream and downstream +counterparties. However, unlike the Company, which serves over 2,000 downstream +integrators and end customers, Shanghai Seer Robotics primarily provided customized, +project-based services with much smaller customer base. Therefore, the Company’s +customers overlap with Shanghai Seer Robotics is limited; and +(d) As mentioned above, during the deregistration process, Shanghai Seer Robotics transferred +all its intangible assets and fixed assets and a portion of inventories to Shanghai Seer Soft. +Tax Incidents of Shanghai Seer Robotics +Shanghai Seer Robotics has been involved in certain tax incidents as set out below (the “ Tax +Incidents ”). The Tax Incidents were not attributable to our co-founders, nor did it arise from any +willful intent to commit tax evasion. +(a) Underpaid Individual Income Tax: From March 2016 to December 2018, to alleviate the +personal income tax burden for employees and at their request, Shanghai Seer Robotics’ +human resources department adopted a salary-splitting arrangement under which a portion of +employee compensation was paid through a third-party agency. This arrangement was +implemented without knowledge of its non-compliance. Such tax underpayment occurred +multiple times in small amounts within about three years. Our co-founders were not involved +in or aware of such arrangements in respect of such small amounts in any capacity. +(b) Underpaid VAT: In 2019, an individual customer purchased products from Shanghai Seer +Robotics and, without prior communication, made payment of RMB100,000 directly to Mr. +Zhao Yue (Shanghai Seer Robotics’s general manager at that time), who, in good faith, +passed the amount to personnel in the sales and project departments, believing they would +properly handle the funds. Unfortunately, such personnel erroneously used the amount as a +contingency fund, and as a result, such funds were not recognized as revenue and +consequently, the company failed to declare and pay the applicable V AT. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 4– + + +--- page 93 --- +In October 2020, the Shanghai Tax Bureau issued a tax treatment decision and an administrative +penalty decision to Shanghai Seer Robotics, ordering it to (i) make up the underpaid individual income +tax of RMB558,062.47 and the associated late payment interest; (ii) pay the underpaid V AT of +RMB16,000 and V AT surcharge, along with the corresponding late payment interest; and (iii) pay a fine +of RMB287,111.24 (representing 50% of the aforesaid underpaid tax). As of October 16, 2020, all the +relevant taxes and late payment fees in the total amount of RMB866,393.47 had been fully settled. +As confirmed by our PRC Legal Advisor, (i) the making up of underpaid taxes and the associated +late payment interest required in the tax treatment decision do not constitute an administrative penalty; +and (ii) the fine imposed on Shanghai Seer Robotics in the administrative penalty decision was at the +minimum level of the statutory penalty range. +PUBLIC FLOAT +Pursuant to Rule 19A.13A(1) of the Listing Rules, assuming that the Offer Size Adjustment +Option and the Over-allotment Option are not exercised, based on the Offer Price of HK$101.60 per +Offer Share, our expected market capitalization upon the Listing is HK$11.23 billion, and the minimum +prescribed public float percentage applicable to our Shares is 15.0%. +Apart from 67,135,130 H Shares held by Mr. Zhao, Shanghai Xianyi, Shanghai Xiansan, Shanghai +Xianwu, Shanghai Xianliu, Shanghai Xianqi and Zhuhai Yinshan to be converted from the Domestic +Shares, all the H Shares will be counted towards the public float for the purpose of Rule 8.08 of the +Listing Rules upon completion of the Global Offering and conversion of the Domestic Shares into H +Shares, assuming that the Offer Size Adjustment Option and the Over-allotment Option are not +exercised. +Upon completion of the Global Offering and conversion of the Domestic Shares into H Shares, +assuming that (i) 10,497,300 H Shares being issued in the Global Offering; (ii) the Offer Size +Adjustment Option and the Over-allotment Option are not exercised; (iii) 100,000,000 Domestic Shares +being converted to H Shares; and (iv) 110,497,300 Shares are issued and outstanding in the share +capital of the Company upon completion of the Global Offering, 43,362,170 Shares, representing +approximately 39.24% of the total issued Shares, will be counted towards the public float and is in +compliance with the requirement under Rule 19A.13A(1) of the Listing Rules. +FREE FLOAT +Rule 19A.13C of the Listing Rules provides that, where a new applicant is a PRC issuer with no +other listed shares at the time of listing, this will normally mean that the portion of H shares for which +listing is sought that are held by the public and not subject to any disposal restrictions (whether under +contract, the Listing Rules, applicable laws or otherwise), at the time of listing, must: (a) represent at +least 10% of the total number of issued shares in the class to which H shares belong at the time of +listing (excluding treasury shares), with an expected market value at the time of listing of not less than +HK$50,000,000; or (b) have an expected market value at the time of listing of not less than +HK$600,000,000. +Take into consideration the number of issued share capital of the Company, Offer Shares to be +issued under the Global Offering, the Shares held by the existing Shareholders subject to lock-up +requirement under the PRC laws and regulations, and the Shares to be allocated to cornerstone +investors, the expected market value of the H Shares being held by the public and not subject to any +disposal restrictions (whether under contract, the Listing Rules, applicable laws or otherwise) at the +time of Listing would amount to approximately HK$604.31 million (on the basis of the Offer Price of +HK$101.60 per Offer Share, and the Offer Size Adjustment Option and the Over-allotment Option are +not exercised). Accordingly, our Company will comply with the free float requirement under Rule +19A.13C of the Listing Rules at the time of the Listing. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 5– + + +--- page 94 --- +CAPITALIZATION OF THE COMPANY +The following table is a summary of the capitalization of the Company: +Shareholder +As at the +Latest Practicable Date +Immediately following the completion of the Global Offering and conversion of the Domestic Shares into H +Shares (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised) +Number of +Shares +Shareholding in +the Shares +Number of +Domestic +Shares +Shareholding in +the Domestic +Shares +Number of H +Shares +Shareholding in +the H Shares +Number of +Total Shares +Shareholding in +the Total Issued +Share Capital +Mr. Zhao 17,050,617 17.05% — — 17,050,617 15.43% 17,050,617 15.43% +Shanghai Xianyi 15,461,117 15.46% — — 15,461,117 13.99% 15,461,117 13.99% +Shanghai Xiansan 7,960,265 7.96% — — 7,960,265 7.20% 7,960,265 7.20% +Shanghai Xianwu 4,823,140 4.82% — — 4,823,140 4.36% 4,823,140 4.36% +Shanghai Xianliu 3,324,871 3.32% — — 3,324,871 3.01% 3,324,871 3.01% +Shanghai Xianqi 4,265,688 4.27% — — 4,265,688 3.86% 4,265,688 3.86% +Sub-total 52,885,698 52.89% — — 52,885,698 47.86% 52,885,698 47.86% +Zhuhai Yinshan 14,249,432 14.25% — — 14,249,432 12.90% 14,249,432 12.90% +Ningbo Huilidaoqin 9,654,483 9.65% — — 9,654,483 8.74% 9,654,483 8.74% +Ecovacs Investment Hainan 6,446,709 6.45% — — 6,446,709 5.83% 6,446,709 5.83% +Tianjin Dehui 5,349,599 5.35% — — 5,349,599 4.84% 5,349,599 4.84% +Hangzhou Yuanqiao 4,455,980 4.46% — — 4,455,980 4.03% 4,455,980 4.03% +Nanjing SAIF 2,327,951 2.33% — — 2,327,951 2.11% 2,327,951 2.11% +SAIF Yi’an 1,306,751 1.31% — — 1,306,751 1.18% 1,306,751 1.18% +Hangzhou Haolan 1,170,225 1.17% — — 1,170,225 1.06% 1,170,225 1.06% +SAIF Yulin 390,078 0.39% — — 390,078 0.35% 390,078 0.35% +Jiaxing Tengyuan 234,042 0.23% — — 234,042 0.21% 234,042 0.21% +Hongtai Investment 1,529,052 1.53% — — 1,529,052 1.38% 1,529,052 1.38% +Sub-total 47,114,302 47.11% — — 47,114,302 90.50% 47,114,302 90.50% +Investors taking part in the Global Offering ———— 1 0 , 4 97,300 9.50% 10,497,300 9.50% +Total 100,000,000 100% — — 110,497,300 100% 110,497,300 100% +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 6– + + +--- page 95 --- +CORPORATE STRUCTURE +Corporate Structure Immediately before Completion of the Global Offering +The following chart illustrates the shareholding structure and simplified corporate structure of the +Group immediately prior to the completion of the Global Offering and conversion of the Domestic +Shares into H Shares: +Controlling Shareholders: 52.89% +Mr. Zhao(1) +Shanghai(1) +Xianyi +(PRC) +Our Company +(PRC) +17.05% 15.46% 7.96% 4.82% 3.32% 4.27% 47.11% +100% +Other +Subsidiaries(2) +Shanghai +Seer Soft +(PRC) +Shanghai(1) +Xiansan +(PRC) +Shanghai(1) +Xianwu +(PRC) +Shanghai(1) +Xianliu +(PRC) +Shanghai(1) +Xianqi +(PRC) +Other +Pre-IPO +Investors +(1) Mr. Zhao, Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu, Shanghai Xianliu, Shanghai Xianqi, Suzhou Xianwu No. +1 and Suzhou Xianwu No. 2 are a group of Controlling Shareholders. Shanghai Xianyi and Shanghai Xianwu are employee +incentive platforms of our Group with Mr. Zhao being the general partner of each. None of limited partners holds more +than 10% limited partnership interests in Shanghai Xianyi. Shanghai Xianwu has three limited partners, namely Mr. Ye +Yangsheng, Suzhou Xianwu No. 1 and Suzhou Xianwu No. 2, holding approximately 0.02%, 37.36% and 49.34% limited +partnership interests, respectively. Mr. Zhao is the general partner of Suzhou Xianwu No. 1 and Suzhou Xianwu No. 2, +respectively. +Shanghai Xiansan, Shanghai Xianliu and Shanghai Xianqi are holding vehicles for Mr. Zhao, Mr. Wang Qun and Mr. Ye +Yangsheng, with Mr. Zhao as their respective general partner holding approximately 55.56%, 0.01% and 0.01% partnership +interest, respectively. Shanghai Xiansan has two limited partners, namely Mr. Ye Yangsheng and Mr. Wang Qun, holding +approximately 22.22% limited partnership interests, respectively. Shanghai Xianliu has one limited partner, namely Mr. +Wang Qun, holding approximately 99.99% limited partnership interests. Shanghai Xianqi has one limited partner, namely +Mr. Ye Yangsheng, holding approximately 99.99% limited partnership interests. +Pursuant to the respective partnership agreements of Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu, Shanghai +Xianliu and Shanghai Xianqi, Mr. Zhao, as the general partner of each of these partnerships, has full authority to control +and direct their decision-making processes. None of the limited partners has any authority to participate in the management +of the partnerships, nor are the limited partners involved in the execution of partnership affairs. +(2) We also have other seven wholly-owned subsidiaries including two operating subsidiaries engaged in robot sales business +and five subsidiaries with no actual business operation. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 7– + + +--- page 96 --- +Corporate Structure Immediately Following Completion of the Global Offering +The following chart illustrates the shareholding structure and simplified corporate structure of the +Group immediately following the completion of the Global Offering and conversion of the Domestic +Shares into H Shares (assuming the Offer Size Adjustment Option and the Over-allotment Option are +not exercised): +Controlling Shareholders: 47.86% +Mr. Zhao(1) +Shanghai(1) +Xianyi +(PRC) +Our Company +(PRC) +15.43% 13.99% 7.20% 4.36% 3.01% 3.86% 42.64% 9.50% +100% +Other +Subsidiaries(2) +Shanghai +Seer Soft +(PRC) +Shanghai(1) +Xiansan +(PRC) +Shanghai(1) +Xianwu +(PRC) +Shanghai(1) +Xianliu +(PRC) +Shanghai(1) +Xianqi +(PRC) +Other +Pre-IPO +Investors +Global +Offering +Investors +(1)–(2) Please see the details contained in the preceding pages. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 8– + + +--- page 97 --- +The information and statistics set out in this section and other sections of this prospectus were +extracted from different official government publications, available sources from public market +research and other sources from independent suppliers, and the independent industry report +prepared by CIC. We engaged CIC to prepare an independent industry report in connection with the +Global Offering (the “ CIC Report ”). The information from official government sources has not been +independently verified by us, the Sole Sponsor , Overall Coordinators, Joint Global Coordinators, +Joint Bookrunners, Joint Lead Managers, any of the Underwriters, any of their respective directors +and advisers, or any other persons or parties involved in the Global Offering, and no representation +is given as to its accuracy. +OVERVIEW OF THE INTELLIGENT ROBOT INDUSTRY +Introduction of Robots +A robot refers to a programmable machine built with mechanical components that allow +movement across two or more axes. Starting from the 2010s, the robot industry has been rapidly +progressing from fixed-function machines to intelligent robots capable of perception and +decision-making, driven by advances in AI, machine learning and large-scale data processing. The +evolution of robots is categorized into four generations, each of which is defined by the progression of +software-hardware integration and contextualization. +Key +Technical +Characteristic +Typical +Products +Fixed-Function Task Automation +Intelligence-Enhanced Robots +Advanced Intelligence +Generalized Intelligence +R1.0 — Software-Hardware +Products Integration +R2.0 — Contextualized +Software and Hardware +R3.0 — Generalized Software +and Contextualized Hardware +R4.0 — Generalized +Software and Hardware +No Sensors +Fixed Navigation +SLAM +AI Algorithms +Multimodal Large Models +VLA models & +Reinforcement Learning etc. +AGI +High Degree of Autonomy +• Mobile robots using magnetic or +QR code-based navigation + Traditional industrial robots and +cobots with 4 axes + Intelligent mobile robots + Cobots with 6 or more axis + Mobile manipulators + Wheeled humanoid robots + Embodied AI forklifts + General-purpose humanoid robot +capable of handling a wide range of +tasks in both production and daily +life +Evolution of Global Robot Industry +Source: CIC +The table below sets forth the characteristics of robots from each generation: +R1.0 — Software-Hardware Products +Integration +R2.0 — Contextualized Software and +Hardware +R3.0 — Generalized Software and +Contextualized Hardware +R4.0 — Generalized Software and +Hardware +Technical +Characteristics .. +Relied entirely on rigid programming, +following hardcoded instructions with no +ability to adjust behavior after +deployment and with no sensors, +perception, or learning ability. +Navigation followed predetermined +routes, and their execution logic was +mechanical and inflexible, making them +incapable of handling variability, +complexity, or irregular inputs. +Introduced sensors and basic AI algorithms +to perceive and respond to their +surroundings. The ability to detect +environmental changes and adjust +movements improved accordingly. They +gained basic decision-making capabilities +and could vary their responses based on +context. +Marked a shift toward cross-task +adaptability by leveraging knowledge +acquired from prior experiences in other +settings. With large-scale multimodal +data, including inputs from vision, +speech, touch and movement, robots +gained deeper environmental +understanding. VLA and end-to-end +navigation models enable perception, +decision-making and execution to operate +within a single AI framework, advancing +cross-task learning and task transfer in +embodied AI. +R4.0 represents a forward-looking phase of +technological evolution in which robots +are envisioned to achieve full +autonomous reasoning, continuous +self-optimization, and generalized +adaptability in both software and +hardware. +INDUSTRY OVERVIEW +–8 9– + + +--- page 98 --- +R1.0 — Software-Hardware Products +Integration +R2.0 — Contextualized Software and +Hardware +R3.0 — Generalized Software and +Contextualized Hardware +R4.0 — Generalized Software and +Hardware +Application +Scenarios .... +Limited to controlled environments and +highly repetitive, low-complexity tasks. +Incapable of adapting beyond predefined +instructions. +Deployed in a wider range of commercial, +industrial and public service +environments. Capable of operating +autonomously in specific scenarios and +managing moderately complex tasks +within trained parameters. +Capable of handling diverse tasks across +structured and unstructured settings, from +factories and warehouses to healthcare +facilities and outdoor service +environments. Robots can support more +specialized workflows by adapting to +specific user preferences, organizational +requirements or localized environmental +conditions, enabling autonomous +operation with enhanced generalization +across varied real-world scenarios. +In this future stage, such robots are +expected to exhibit universal +applicability across nearly all business +and consumer-facing contexts, enabling +collaboration with humans and real-time +adaptation to diverse scenarios. +The global robot market has seen significant growth as it transitions from R2.0 to R3.0. In terms +of revenue, the size of the global robot market increased from RMB267.6 billion in 2021 to RMB456.6 +billion in 2025, representing a CAGR of 14.3% from 2021 to 2025, and is projected to reach +RMB1,037.3 billion by 2030, representing a CAGR of 19.4% from 2026 to 2030. In terms of sales +volume, the size of the global robot market grew from 1,180 thousand units in 2021 to 2,084 thousand +units in 2025, representing a CAGR of 15.3% from 2021 to 2025. The market is projected to expand +further to reach 5,214 thousand units by 2029, representing a CAGR of 21.4% from 2026 to 2030. +Introduction of Intelligent Robots +Intelligent robots emerged during what is referred to as the R2.0 generation, where hardware and +software are developed in close alignment to create intelligence-enabled robotic systems. An intelligent +robot refers to a robot that exhibits intelligent behavior by using technologies such as AI, machine +learning and computer vision to simulate human cognition and physical coordination, according to the +2023 White Paper on Intelligent Robot Technology and Industry Development . +Intelligent robots can be categorized by functionality and use case into several types, including (i) +AMRs, which are primarily used for indoor transport of goods, (ii) cobots with six or more axes, which +are designed to work safely alongside humans, (iii) humanoid robots, which are built to replicate human +movement and interaction, (iv) commercial service robots, which assist with tasks such as customer +service, delivery, cleaning or healthcare tasks in public settings, and (v) others, which mainly refer to +specialized robots. +Intelligent robots are typically equipped with advanced technologies such as SLAM, multi-modal +sensing and decision-making algorithms, enabling them to navigate complex spaces, make real-time +operational decisions and collaborate with humans. Representative examples include AMRs used in +smart factories and logistics centers, which can dynamically plan routes and avoid obstacles in real +time, as well as six-axis or seven-axis collaborative robotic arms that work alongside human operators +in assembly or inspection tasks without the need for physical barriers. +In contrast, non-intelligent robots rely on predefined rules and fixed navigation systems and +typically lack environmental awareness or adaptive decision-making capabilities. For example, mobile +robots that use magnetic strips or QR codes for moving along fixed tracks using visual markers, or +four-axis robotic arms used for repetitive sorting tasks, fall into this category. These robots are suitable +for structured environments with limited variability but cannot respond autonomously to changes in +surroundings or task requirements. +As AI technologies mature, particularly in the areas of perception, motion planning and +autonomous decision-making, robots are increasingly capable of operating in complex, unstructured +environments. The global penetration rate of intelligent robots increased from 43% in 2021 to 64% in +2025, and is projected to reach 81% by 2030, reflecting the growing demand for robots that can +perform complex, dynamic tasks beyond repetitive, pre-programmed operations. +Driven by advancements in AI and rising demand for automation across sectors, which is +primarily fueled by increasing labor costs, continued shortages of skilled workers, and the heightened +need among enterprises to improve operational efficiency, productivity, and process reliability, the +global intelligent robot industry has entered a period of rapid growth. In terms of revenue, the size of +INDUSTRY OVERVIEW +–9 0– + + +--- page 99 --- +the global intelligent robot market increased from RMB130.2 billion in 2021 to RMB307.4 billion in +2025, representing a CAGR of 24.0% from 2021 to 2025, and is projected to reach RMB850.0 billion +by 2030, representing a CAGR of 24.6% from 2026 to 2030. In terms of sales volume, the size of the +global intelligent robot market grew from 506.2 thousand units in 2021 to 1,341.1 thousand units in +2025, representing a CAGR of 27.6% from 2021 to 2025. The market is projected to expand further to +reach 4,237.9 thousand units by 2030, representing a CAGR of 27.4% from 2026 to 2030. +Global Robot Market Size, by Intelligent Robots and Non-Intelligent Robots, in Terms of Sales Revenue, 2021–2030E +137.4 152.8 148.3 141.0 149.3 158.4 167.4 176.2 183.4 187.3 +130.2 +172.6 208.9 277.8 307.4 352.4 +416.3 +513.3 +639.7 +850.0 +2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E +267.6 +325.4 357.2 +418.8 +456.6 +510.7 +583.7 +689.4 +823.1 +1,037.3 +2030E +CAGR CAGR +2021–2025 2026–2030E +Intelligent Robots 24.0% 24.6% +Non-Intelligent Robots 2.1% 4.3% +Total 14.3% 19.4% +Billion RMB +Sources: IFR, Mobile Robot and AGV/AMR Industry Alliance, CIC +Introduction of Industrial Intelligent Robots +Industrial scenarios have now become one of the key application scenarios for intelligent robots. +Typical industrial sectors where intelligent robots are widely deployed include, among others, (i) 3C, +(ii) automotive, (iii) automation equipment, (iv) new energy, (v) semiconductors, (vi) construction +machinery, and (vii) biopharmaceuticals. +Industrial intelligent robots refer to intelligent robots applied in the industrial scenarios. Industrial +intelligent robots, primarily AMRs and cobots, are increasingly deployed in manufacturing +environments to support functions such as precision assembly and quality inspection. The projected +growth of the industrial intelligent robot market is supported by both supply-side advancements and +demand-side momentum. On the supply side, for example, according to China’s National Bureau of +Statistics, the production volume of industrial robots in China increased by 28.0% from 2024 to 2025, +reflecting strong manufacturing activity and rising automation penetration. On the demand side, sectors +such as 3C electronics and automotive manufacturing are driving adoption. In 2025, global 3C product +sales (including smartphones, tablets, and computers) exceeded 1.7 billion units, and are projected to +grow to over 1.8 billion units by 2030, propelled by continued innovation and replacement cycles. +As these industries continue to integrate robotic solutions, industrial intelligent robots are playing +a crucial role in streamlining operations and improving precision. In terms of revenue, the size of the +global industrial intelligent robot market increased from RMB10.0 billion in 2021 to RMB28.6 billion +in 2025, representing a CAGR of 29.9% from 2021 to 2025, and is projected to reach RMB198.5 billion +by 2030, representing a CAGR of 48.6% from 2026 to 2030. In terms of sales volume, the size of the +industrial intelligent robot market grew from 51.2 thousand units in 2021 to 160.9 thousand units in +2025, representing a CAGR of 33.1% from 2021 to 2025. The market is projected to expand further to +reach 994.8 thousand units by 2030, representing a CAGR of 44.9% from 2026 to 2030. The growth of +the global industrial intelligent robot market has outpaced that of the non-industrial segment, which +recorded a CAGR of 26.9% from 2021 to 2025 and is projected to be 23.8% from 2026 to 2030 +respectively. +INDUSTRY OVERVIEW +–9 1– + + +--- page 100 --- +Industrial and non-industrial application scenarios for intelligent robots differ primarily in terms +of application environments, operational objectives, performance requirements and safety standards. + Industrial application scenarios refer to manufacturing environments such as automotive, +electronics and machinery, where intelligent robots, such as AMRs and cobots, are deployed +to execute tasks autonomously. For example, in an automotive plant, AMRs navigate factory +floors to transport components between welding and assembly stations, replacing manual +carts and improving workflow efficiency. Cobots are deployed on electronic production lines +to assist in high-precision screw fastening, component insertion or visual inspection, +working alongside human operators while meeting safety standards. As for application +scenarios in 2025, 3C, automotive, semiconductor and new energy application scenarios hold +dominant positions. 3C accounted for around 30% of the global industrial intelligent robot +market. In terms of the sales revenue, the global market for 3C industrial intelligent robots +reached RMB9.3 billion in 2025 and is projected to grow to RMB61.4 billion by 2030, +representing a CAGR of 50.2% from 2026 to 2030. Automotive represents another major +application scenario, accounting for over 15% of the global market share in 2025. The global +market for automotive industrial intelligent robots reached RMB4.5 billion in 2025 and is +expected to grow to RMB44.6 billion by 2030, with a CAGR of 64.5% from 2026 to 2030. +Semiconductor and new energy are emerging as key growth drivers, demonstrating +substantial application potential. Their respective market sizes in 2025 were RMB3.0 billion +and RMB2.5 billion, and they are projected to reach RMB31.6 billion and RMB15.3 billion +by 2030. + Non-industrial application scenarios refer to logistics and commercial environments, +including distribution centers, hotels, hospitals and other public spaces. Intelligent robots in +these environments focus on service delivery, dynamic navigation and frequent interaction +with humans. For instance, in an e-commerce fulfillment center, AMRs autonomously +retrieve inventory bins and deliver them to picking stations. In hotels or office buildings, +delivery robots are used to carry items between floors, using elevators, avoiding obstacles +and interacting with users via voice or touchscreen interfaces. In terms of sales revenue, the +global market for business and hospitality service intelligent robots reached RMB13.1 billion +in 2025 and is projected to grow to RMB124.3 billion by 2030. Driven by continuous growth +in e-commerce penetration and the intelligent transformation of new retail and third-party +logistics, the warehouse logistics +1 sector has maintained steady growth. The global market +for intelligent robots in this segment reached RMB16.3 billion in 2025 and is expected to +expand to RMB72.2 billion by 2030. Furthermore, supported by accelerated +industry−academia collaboration and increased R&D investment in cutting-edge technologies +such as humanoid robots, the scientific research and education sector also demonstrates +strong demand. Its market size reached RMB8.8 billion in 2025 and is anticipated to grow to +RMB70.4 billion by 2030. Driven by accelerated digital transformation, rising labor costs, +and the growing demand for service quality and operational efficiency, intelligent robots are +increasingly penetrating non-industrial domains. +1. Warehouse logistics focus on managing the distribution pipeline for goods, primarily encompassing warehouse scenarios in +industries such as e-commerce, apparel and footwear, FMCG, and third-party logistics. +INDUSTRY OVERVIEW +–9 2– + + +--- page 101 --- +Global Industrial Intelligent Robot Market Size, in Terms of Sales Volume, by China and Overseas, 2021–2030E +25.4 46.6 54.4 61.2 81.0 108.9 151.9 227.1 +343.1 +549.8 +31.2 45.9 56.6 79.9 +117.0 +167.6 +240.7 +326.6 +445.0 +2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E +51.2 77.8 100.3 117.9 +160.9 +225.8 +319.6 +467.8 +669.7 +994.8 +25.8 +CAGR CAGR +2021-2025 2026-2030E +32.6% 39.7% +33.6% 49.9% +Total 33.1% 44.9% +Thousand Units +10.1% 12.1% 12.7% 10.9% 12.0% 14.1% 16.3% 18.8% 21.2% 23.5% +Proportion of global sales volume of industrial intelligent robots as of total intelligent robots, % +Overseas +China +Sources: IFR, Mobile Robot and AGV/AMR Industry Alliance, CIC +China represents a critical hub for the global intelligent robot industry. In terms of sales revenue, +the Chinese intelligent robot market reached RMB114.3 billion in 2025 and is projected to grow to +RMB287.2 billion by 2030, reflecting a CAGR of 21.7% from 2026 to 2030. During this period, China +accounted for over 30% of the global intelligent robot market. Particularly in the industrial intelligent +robot sector, China’s market demonstrates even stronger growth momentum. The market size reached +RMB9.8 billion in 2025 and is expected to expand to RMB67.4 billion by 2030, representing a CAGR +of 43.7% from 2026 to 2030, leading global growth in this sector. This expansion is driven by the +accelerated intelligent transformation of China’s industrial industry, supportive government policies for +advanced manufacturing, and the continuous enhancement of industrial chain synergies. China will +maintain approximately 34% of the global industrial intelligent robot market during the next five years. +Entry Barriers for Industrial Intelligent Robots + Proprietary core technologies and continuous innovation. Industrial intelligent robots are complex +integrated systems involving mechanical design, AI algorithms, and software engineering. Leading +companies must possess end-to-end capabilities, from core algorithms to hardware design, to +enable precise motion control, dynamic perception, and multi-modal interaction. + High reliability and system intelligence. Industrial environments demand long-term, high-intensity +operations under complex and diverse conditions. Robots must be dust-proof, shock-resistant, and +capable of sustained high-load performance with minimal downtime. Through long-term +deployment, market players accumulate a hybrid real-simulation dataset for continuous algorithm +training, driving system-level intelligence and adaptability. + Comprehensive product portfolio and market responsiveness. Industrial application scenarios are +highly fragmented, and a single product type cannot meet the diverse needs of all use cases. Robot +companies must therefore build a diverse product matrix encompassing multiple types and +specifications to address various industries and application settings. Companies need to adopt a +modular design approach to create standardized hardware platforms and reusable functional +modules, enabling fast adaptation to customer-specific requirements and continuous product +upgrades. + Trust forged by brand equity and industry certification. End customers are extremely cautious +when selecting suppliers and typically favor those with strong industry reputations and proven +deployment success. By obtaining quality and safety certifications, leading companies gradually +build a trusted professional image and technological. +INDUSTRY OVERVIEW +–9 3– + + +--- page 102 --- +Threats and Challenges for Industrial Intelligent Robots +Industrial intelligent robots present a high degree of complexity and development challenges, +rendering it likely that technological advancements will not proceed as anticipated. Small and +medium-sized enterprises, with limited funds, may worry about an overly long payback period or not +achieving expected returns, which in turn affects the development progress of this field to certain +extent. +Value Chain of the Intelligent Robot Industry +The intelligent robot industry can be broken down into three primary segments within the value +chain: (i) the development of components, encompassing controllers, sensors and chips; (ii) the design +and development, manufacturing, assembly and integration of complete robotic systems; and (iii) the +application of robotic systems into specific industries and end customers. These segments are +underpinned by a range of algorithms and software which drive iterative progress across the value +chain. +The intelligent robot industry is undergoing rapid transformation driven by both technological +advancement and evolving market needs. In this shifting landscape, industry players are no longer +confined to narrowly defined roles. Many players participate across multiple segments of the value +chain, and such convergence has introduced additional complexity and diversity into the robotics supply +chain, leading to the emergence of differentiated and personalized applications. +Pain Points in the Intelligent Robot Industry +The intelligent robot industry is experiencing rapid growth but continues to face structural +challenges, including fragmented customer demand, complex application environments and limited +interoperability between hardware and software systems. These challenges increase integration costs, +lengthen development cycles and constrain cross-platform collaboration. Moreover, the need for +significant multidisciplinary capabilities and capital investment creates high entry barriers, particularly +for smaller integrators, thereby slowing broader industry adoption and technological diffusion. +Key Drivers for the Intelligent Robot Industry + Advancements in AI. The rapid development of AI is revolutionizing the intelligent robot +industry. By integrating deep learning, reinforcement learning, natural language processing +and computer vision, AI has significantly enhanced robot autonomy, learning and +decision-making capabilities, enabling intelligent robots to transition from specialized robots +to general-purpose robots. + Mature Supply Chains and Cost Savings. With the localization of hardware and the scale-up +of production, hardware costs have significantly decreased, and lead times have shortened. +On the software side, the rapid iteration of algorithms and the rise of open-source +ecosystems have improved the stability of intelligent robots and lowered development costs. + Upgraded Demand for Customization. As the demand for intelligent robots grows, +integrators and end customers are shifting from seeking single-function machines to +full-scale, customizable solutions. Integrators nowadays require more efficient tools to +streamline deployment and maintenance processes, while end customers seek highly +intelligent and bespoke services. + Government Support. Governments worldwide are providing significant support to the +intelligent robot industry through favorable policies and initiatives. For instance, China’s +“14th Five-Year Plan” prioritizes intelligent manufacturing, the United States promotes +robotics innovation through the “National Robotics Initiative,” and the European Union’s +“Horizon 2020” program provides substantial funding for robotics research. The “14th +Five-Year Plan” for Intelligent Manufacturing, jointly issued by eight ministries, including +the Ministry of Industry and Information Technology (“ MIIT”), emphasizes accelerating +INDUSTRY OVERVIEW +–9 4– + + +--- page 103 --- +innovation and achieving technological breakthroughs in industrial robotics and other smart +equipment. Similarly, the “14th Five-Year Plan” for Robot Industry Development, sets clear +targets to double the robot density in China’s manufacturing sector by 2025 and cultivate a +number of internationally competitive leading enterprises. The “Robot+” Application Action +Plan, introduced by seventeen departments, focuses on ten key sectors, including +manufacturing, healthcare, and logistics. It aims to develop over 200 typical application +scenarios, achieve breakthroughs in over 100 innovative robotic application technologies and +solutions, support foundation of model robotic enterprises, establish application experience +centers, and pilot verification centers to accelerate the commercialization. +OVERVIEW OF ROBOTIC CONTROL SYSTEM INDUSTRY +Introduction of Robotic Control System +The control system is the core of an intelligent robot, often referred to as its “brain.” It consists of +two key parts: the embedded controller inside the robot and cloud-based software that manages +coordination and task assignment, which together enable the robot to operate autonomously and adapt +to its environment. From perception to execution, the control system underpins every major function, +making it a critical component in the development of intelligent robots. The embedded controller +integrates essential algorithms for motion control, localization (such as SLAM) and sensor management, +allowing the robot to perceive its surroundings and move with accuracy. The cloud-based software uses +intelligent scheduling and optimization to distribute tasks and coordinate multiple robots as a fleet. +Such hybrid architecture supports both individual autonomy and collaborative efficiency. +Evolution of Robotic Control System +Early robotic control systems used simple technologies such as microcontrollers and +programmable logic controllers (“ PLCs”) for basic industrial tasks. In the 1970s, first-generation ACC +series vehicle controllers enabled magnetically guided robots to operate in more structured +environments. Around 2016, SLAM-based control systems were introduced to allow robots to perceive +and localize themselves in dynamic environments with improved autonomy. Since 2024, advancements +in AI have led to control systems that incorporate foundation models and advanced reasoning +capabilities, moving robots toward cognitive-level autonomy where they can understand goals, adapt to +changing conditions and collaborate with other systems. +Global Market of Robotic Controller +As robots become more autonomous and widespread, global demand for high-performance control +systems has been rising and is expected to continue growing. The global total addressable market for +robotic control systems is estimated to be RMB100.0 billion in 2025, based on the assumption that +robotic control systems comprise 10% to 20% of a robot’s total bill of materials (“ BoM”). Controllers, +as the physical components of robotic control systems, are offered by providers through two sales +models: (i) embedded within robots and (ii) sold as standalone products. Under the second sales model, +controller providers typically generate revenue through providing integrated robotic solutions +(combining hardware, software and controllers, all of which are integral to a bundled package) rather +than individual controller sales (functioning as a separate revenue stream). +The market’s expansion is primarily driven by two structural forces: (i) the increased deployment +of intelligent robots across industrial and non-industrial sectors and (ii) the growing complexity and +intelligence requirements of robotic tasks. The penetration rate of global robotic controllers, defined as +the aggregate amount of commercially sold robotic controllers by providers engaged in standalone +robotic controller sales, has increased from 1.2% in 2021 to 3.7% in 2025, and is projected to reach +7.3% by 2030. This shift reflects the growing importance of control systems not just as enablers of +basic functionality, but as differentiators in terms of intelligence and reliability. +In the global robotic controller market, the number of controllers supplied by providers engaged +in standalone controller sales increased from 6.0 thousand units in 2021 to 49.7 thousand units in 2025, +with a CAGR of 69.8% from 2021 to 2025, and is expected to reach 308.3 thousand units by 2030, with +INDUSTRY OVERVIEW +–9 5– + + +--- page 104 --- +a CAGR of 41.6% from 2026 to 2030. In terms of revenue, the market size of global robotic controllers +increased from RMB0.7 billion in 2021 to RMB2.4 billion in 2025, with a CAGR of 36.8% from 2021 +to 2025, and is expected to reach RMB8.4 billion by 2030, with a CAGR of 28.8% from 2026 to 2030. +China stands at the forefront of the global robotic controller market, demonstrating leadership in terms +of market adoption. The number of controllers supplied by providers engaged in standalone controller +sales in China increased from 25.7 thousand units in 2025 and is projected to grow to 151.0 thousand +units by 2030, reflecting a CAGR of 40.2% from 2026 to 2030. Throughout this period of rapid growth, +China has consistently maintained a dominant position in the global market, accounting for +approximately 50% of the total robotic controller market share. +Note: The robotic control system market size includes only commercially sold controller units by third -party providers, excluding controllers used internally by robot manufacturers. +Global Robotic Controller Market Size, in Terms of Sales Revenue, 2021–2030E +0.7 +1.2 +1.8 2.0 2.4 +3.1 +4.0 +5.2 +6.6 +8.4 +2022 2023 2024 2025 2026E 2027E 2028E 2029E2021 2030E +CAGR CAGR +2021–2025 2026–2030E +Robotic Controller 36.8% 28.8% +Billion RMB +Note: +(1) Represents the aggregate sales of (a) controllers installed on robots and (b) robotic controllers sold as standalone products, +which are sold by providers engaged in standalone controller sales. The robotic controller market size includes only +revenue generated from commercially sold controller units by providers engaged in standalone controllers, excluding +controllers used internally by robot manufacturers. +Sources: Mobile Robot and AGV/AMR Industry Alliance, CIC +Entry Barriers for Robotic Controllers + Advanced algorithm capabilities and system-level technical barriers. Leading players must +possess sustained R&D capabilities in key algorithm domains, including dynamic path planning, +multi-sensor fusion, and adaptive decision-making, enabling robots to operate reliably in complex, +changing environments. Furthermore, the development of proprietary real-time operating systems +and control frameworks is essential to ensure overall system stability and performance. + Ecosystem interoperability. Robotic controllers must support a broad range of communication +protocols and hardware interfaces to ensure compatibility with a wide array of sensors, actuators, +and automation components. +Threats and Challenges for Robotic Controllers +The robotic controller market faces challenges in keeping pace with the evolving demands of +intelligent robotics, particularly due to technical rigidity and fragmented ecosystems. In addition, the +absence of unified development frameworks across different robot types may increase integration +complexity and, to some extent, constrain the market’s development potential. +INDUSTRY OVERVIEW +–9 6– + + +--- page 105 --- +Key Drivers and Trends for the Robotic Controller Industry + Decentralization of Application Scenarios. The diverse demands across a variety of +industries make it difficult for a single company to develop customized control systems that +cater to all these varying needs. Many manufacturers are opting to purchase mature +controllers and control systems from external suppliers, which allows for faster product +iteration and easier adaptation to different application scenarios. + Maturity of Supply Chain and Breakthroughs in Core Technologies. With the stabilization +of raw material costs and ongoing advancements in production processes, the hardware +manufacturing costs of controllers are expected to continue declining. Additionally, +breakthroughs in core technologies, particularly the integration of AGI into control system +algorithms, have significantly enhanced the intelligence and collaborative capabilities of +robots. +COMPETITIVE LANDSCAPE OF INDUSTRIAL INTELLIGENT ROBOT AND ROBOTIC +CONTROLLER INDUSTRIES +The global robot market remains fragmented. Industrial scenarios have now become one of the +key application scenarios for intelligent robots. In terms of revenue from sales of industrial intelligent +robots in 2025, the Company ranked seventh globally in 2025, according to CIC. In terms of the +number of industrial intelligent robots equipped with their controllers in 2025, the Company ranked +second globally among the industrial intelligent robotic enterprises, according to CIC. In the robotic +controller industry, the Company ranked first globally in terms of robotic controller sales volume in +2025, according to CIC. +Rank Company +Revenue from sales of +industrial intelligent +robots in 2025, Global +(Hundred million RMB) +Market share +1 Company A (1) 13.0 4.6% +2 Company B (2) 11.8 4.1% +3 Company C (3) 4.0 1.4% +4 Company D (4) 3.7 1.3% +5 Company E (5) 3.4 1.2% +Subtotal of Top 5 12.6% +7 The Company 3.0 1.1% +Notes: +(1) Founded in 2005 and headquartered in Denmark, Company A, a subsidiary of a company listed on the New York Stock +Exchange, is a global leader in collaborative robots, used across a wide range of industries. +(2) Founded in 2016 and headquartered in China, Company B, a subsidiary of a company listed on the Shenzhen Stock +Exchange, is a global leader in machine vision and mobile robot products and solutions, primarily serving industrial +applications. +(3) Founded in 2017 and headquartered in China, Company C, a privately owned company, is a global leader in autonomous +mobile robotic solutions, primarily serving photovoltaic sector. +(4) Founded in 2015 and headquartered in Taiwan, Company D, is a subsidiary of a company listed on the Emerging Stock +Market in Taiwan, is a global leader in cobots with embedded visual systems, software and application-based solutions to +the market. +INDUSTRY OVERVIEW +–9 7– + + +--- page 106 --- +(5) Founded in 2015 and headquartered in China, Company E, a privately owned company, is a global leader in collaborative +robots, used across a wide range of industries. +Sources: Mobile Robot and AGV/AMR Industry Alliance, annual reports of industry players, expert interviews, and CIC +The Company, Company B and Company C mainly focus on AMRs within the industrial +intelligent robot industry, whereas other competitors predominantly focus on collaborative robots. In +2025, the Company achieved ±2mm SLAM positioning accuracy with its robots and maintained a +38.4% gross product margin. By comparison, Company B reached ±5mm SLAM accuracy and an +approximate 35.0% gross margin for its robotic offerings. +The table below sets forth the top five robotics enterprises in the global industrial intelligent robot +industry, ranked by the number of industrial intelligent robots equipped with their controllers, according +to CIC. The number of industrial intelligent robots equipped with controllers supplied by these five +enterprises accounted for approximately 32.3% of all industrial intelligent robots in 2025. +Rank Company +Number of industrial +intelligent robots in 2025(1), +Global +(units in thousands) +Market share(2) +1 Company B 15.0 9.3% +2 The Company (3) 12.3 7.7% +3 Company A 8.7 5.4% +4 Company F +(4) 8.5 5.3% +5 Company C 7.4 4.6% +Subtotal 52.0 32.3% +Notes: +(1) Represents the total number of industrial intelligent robots equipped with controllers supplied by the respective enterprises. +(2) The market share is calculated based on the total number of industrial intelligent robots globally, being 160.9 thousand +units in 2025. +(3) Represents 7,924 of standalone robotic controllers and 4,421 of robotic controllers integrated into robots and robotic +chargers, which generated a total revenue of RMB385.1 million in 2025. +(4) Founded in 2019 and headquartered in China, Company F, a privately owned company, is a global leader in collaborative +robots, primarily serving industrial applications. +Sources: Annual reports of industry players, expert interviews, and CIC +INDUSTRY OVERVIEW +–9 8– + + +--- page 107 --- +The table below sets forth the top five providers of industrial intelligent robots in the industrial +intelligent robot industry in China. According to CIC, in China, the Company ranked third in terms of +revenue from sales of industrial intelligent robots in 2025, and second in terms of the number of +industrial intelligent robots equipped with controllers supplied by the respective enterprises in 2025. +Rank Company +Revenue from sales of +industrial intelligent +robots in 2025, China +(Hundred million RMB) +Market share +1 Company B 7.8 8.0% +2 Company C 3.8 3.9% +3 The Company 2.5 2.5% +4 Company E 2.4 2.4% +5 Company G(1) 2.2 2.3% +Note: +(1) Founded in 2014 and headquartered in China, Company G, a privately owned company, is a global leader in collaborative +robots, used across a wide range of industries. +Rank Company +Number of industrial +intelligent robots in 2025(1), +China +(units in thousands) +Market share(2) +1 Company B 13.5 16.9% +2 The Company 11.6 14.6% +3 Company F 7.4 9.2% +4 Company C 7.2 9.0% +5 Company E 4.8 6.0% +Notes: +(1) Represents the total number of industrial intelligent robots equipped with controllers supplied by the respective enterprises. +(2) The market share is calculated based on the total number of industrial intelligent robots in China, being 79.9 thousand +units in 2025. +Sources: Annual reports of industry players, expert interviews, and CIC. +INDUSTRY OVERVIEW +–9 9– + + +--- page 108 --- +The table below sets forth the top five providers of robotic controllers in the global robotic +control system industry, who engage in standalone robotic controller sales, according to CIC. In terms +of sales volume of controllers for industrial intelligent robots in 2025, the Company ranked first both +globally and in China, according to CIC. +Rank Company +Sales volume of +controllers for intelligent +robots in 2025(1) +(units in thousands) +Market share(2) +1 The Company 12.3 24.8% +2 Company H(3) 9.2 18.5% +3 Company I(4) 4.5 9.1% +4 Company J(5) 1.5 3.0% +5 Company K(6) 1.0 2.0% +Subtotal 28.5 57.4% +Notes: +(1) Represents the aggregate amount of (a) controllers installed on intelligent robots, and (b) robotic controllers sold as +standalone products. +(2) The market share is calculated based on total robotic controller sales volume of providers engaged in standalone controller +sales, being 49.7 thousand units in 2025. +(3) Founded in 1916 and headquartered in the U.S., Company H, a subsidiary of a company listed on the New York Stock +Exchange, is a global leader in motion control systems and components, providing robotic controllers for mobile robots. +(4) Founded in 2020 and headquartered in China, Company I, a privately owned company, is a global leader in robotic +controllers and integrated solution. +(5) Founded in 2001 and headquartered in Switzerland, Company J, a privately owned company, is a global leader in robotic +controllers, specializing in the development of natural feature navigation technology for mobile robots. +(6) Founded in 2005 and headquartered in France, Company K, a privately owned company, is a global leader in intelligent +robots, specializing in logistics and warehouse automation solutions. +Sources: Annual reports of industry players, expert interviews, and CIC +The Company’s robotic controller leads the industry as the first to achieve functional safety +certification, and its controllers offer compatibility with over 400 component types, around four times +the capacity of competitors such as Companies H, I, J and K, which support no more than 100 +component types. +The following table +(1) illustrates the key performance parameters of the top five players: +SLAM positioning +accuracy (2) +Functional safety +certifications (3) +Number of compatible +component types (4) +The Company ............ ±2 mm ~ ±5 mm Yes 400+ +Company H ............. ±2 mm ~ ±10 mm No N/A +Company I .............. ±5 mm ~ ±10 mm Yes 100+ +Company J ............. ±10 mm N/A N/A +Company K ............. N/A N/A N/A +Notes: +(1) The above information is based on the release of the companies as of December 31, 2025. N/A refers to not available or +not applicable for public release, whereas no indicates the absence of such a configuration. +(2) The positioning accuracy of SLAM technology is of vital importance to the autonomy and reliability of robots. It directly +determines whether robots can safely and efficiently complete tasks in unknown environments. High-precision positioning +ensures that robots can accurately perceive their real-time positions and postures in the environment. This not only relates +to the accuracy of the robot’s navigation path, avoiding collisions or getting lost, but is also the foundation for its +execution of all advanced tasks. +INDUSTRY OVERVIEW +– 100 – + + +--- page 109 --- +(3) Functional safety certification serves as a key metric for robotic reliability and safety, representing a systematic, +internationally standardized safety assurance framework. This certification proves that the robot’s design and control +system can automatically enter a predefined safe state in the event of a malfunction, thereby minimizing the risk of harm +to personnel, equipment, or the environment. +(4) The number of compatible component types directly determines the integration capability and application scope of the +system. A wide range of compatibility means that the controller can interact with more types of sensors, actuators, and +peripheral devices, thereby significantly enhancing the flexibility of system construction and reducing the complexity of +integration. This not only reduces the need for customized development for specific components, but also facilitates future +system expansion and upgrade. Therefore, the number of compatible types is a key technical indicator for evaluating the +universality, scalability, and overall value of the controller. The information of the Company is as of December 31, 2025. +Sources: Public information, expert interviews, and CIC +COST ANALYSIS OF MAJOR COMPONENTS OF INTELLIGENT ROBOTS +The rapid growth of the intelligent robot industry is closely related to the capabilities and +development of its component supply chain. The cost structure of industrial intelligent robots can be +categorized into perception systems, control systems, actuation systems, power systems, and other +components. Taking AMRs as a representative example, the combined cost of perception, control, +actuation, and power systems accounts for over 70% of the total. As component technologies advance, +the supply chain for industrial intelligent robots has been significantly strengthened. The cost of key +components, such as navigation LiDAR, has continued to decline, with the average price dropping from +RMB10.6 thousand in 2021 to RMB5.7 thousand in 2025, and is expected to continue to decline to +RMB3.8 thousand by 2030. This downward trend is largely driven by mature technology, +well-established and standardized production processes, highly integrated modules and scaled domestic +production. +Cost Structure of AMR’s Core +Components, 2025 +28% +20% +16% +10% +26% +Perception System +Control System +Actuation System +Power System +Others +% +Note: Others include structural components, communication modules, and other parts. +INDUSTRY OVERVIEW +– 101 – + + +--- page 110 --- +Historical and Projected Trends of the Average Price of the Core Components in Intelligent Robot Industry, +2021–2030E (Taking AMR as an example) +CAGR 2021–2025 CAGR 2026–2030E +-14.3% -7.2% +-6.7% -0.9% +-5.8% -3.5% +10.6 +2021 +5.7 +2025 +3.8 +2030E +Navigation LiDAR +Thousand RMB +1.7 +2021 +1.1 +2025 +0.8 +2030E +1.7 +2021 +1.3 +2025 +1.0 +2030E +Reducer +Servo Motor +Sources: Mobile Robot and AGV/AMR Industry Alliance, CIC +The robotic control system serves as the “brain” of intelligent robots, and every robot is equipped +with a control system as an essential component. The control system accounts for 10% to 20% of the +robot’s total BoM cost. Robotic control systems depend on a wide array of electronic components, such +as printed circuit boards (“ PCB”), integrated circuit (“ IC”) chips, transistors, resistors and capacitors. +In the cost structure of controllers, the PCB accounts for over 30% of the BoM cost, making it one of +the key raw materials. Chinese Mainland, as the world’s largest PCB production base, contributes more +than 50% of the global output value. The product range is comprehensive, and prices vary significantly +depending on the technical complexity, material costs, and process requirements of different PCB types. +Technological advancements have led to improvements in production efficiency and reductions in unit +material costs, further creating room for price decreases. The average unit price of PCB in China has +declined from RMB913 per square meter in 2021 to RMB738 per square meter in 2025. The +fluctuations in the average price of PCB between 2021 and 2026 were primarily driven by volatility in +raw materials due to pandemic, and expansion of demand from downstream applications such as +embodied intelligence, AI servers, automotive electronics among others. Looking ahead, the average +PCB price is expected to stabilize and decline steadily as demand and supply normalize, supplemented +by expanded production capacity, and is expected to further decrease to RMB641 per square meter by +2030. +Historical and Projected Trends of +the Average Price of the Core Components in Robotic Controller Industry, 2021–2030E +(Using PCB as an Example) +913 +851 +702 689 +738 750 721 693 666 641 +2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E +RMB per square meter CAGR CAGR +2021–2025 2026–2030E +PCB -5.2% -3.9% +Sources: Prismark, CIC +INDUSTRY OVERVIEW +– 102 – + + +--- page 111 --- +SOURCE OF THE INDUSTRY INFORMATION +CIC was commissioned to conduct an analysis of, and to report on the global robot industry at a +fee of RMB750,000. The commissioned report has been prepared by CIC, independent of the influence +of the Company and other interested parties. CIC’s services include, among others, industry consulting, +commercial due diligence and strategic consulting. +CIC conducted both primary and secondary research using a variety of resources. Primary +research involved conducting consumer surveys and interviewing key industry experts and leading +industry participants. Secondary research involved analyzing data from various publicly available data +sources, such as the National Bureau of Statistics of China, information released by other Chinese +government authorities, annual reports published by industry participants, industry organizations, as +well as CIC’s internal database. +The market projections in the commissioned report are based on the following key assumptions: +(i) that the overall global social, economic and political environment is expected to maintain a stable +trend over the next decade; (ii) that related key industry drivers are likely to continue driving growth in +the industry during the forecast period; and (iii) that there is no extreme force majeure or set of +industry regulations in which the market situation may be affected either dramatically or fundamentally. +Our Directors confirm that, after making reasonable enquiries, there is no material adverse change +in the market information since the date of the CIC Report which may qualify, contradict or have an +impact on the information in this section. +INDUSTRY OVERVIEW +– 103 – + + +--- page 112 --- +This section provides an overview of the major PRC laws, regulations and rules relevant to our +business. The information contained herein shall not be interpreted as a comprehensive summary of all +laws and regulations applicable to us. +REGULATIONS AND POLICIES ON ROBOTS +In accordance with the “14th Five-Year Plan” for Robot Industry Development (“ɤ̬ʞ”ዚኜɛ +஝ྌ‘) promulgated by the Ministry of Industry and Information Technology (the “ MIIT”) on +December 21, 2021 and came into effect on the same date, the strategic objectives for robotics +development aim to establish China as a global hub for robotics innovation, a high-end manufacturing +cluster, and a new frontier for integrated applications by 2025. The plan emphasizes coordinated efforts +across industry regulators, science and technology, fiscal, and financial authorities to pool resources and +strengthen policy support for the innovative advancement of the robotics industry. +The MIIT promulgated the Industrial Robot Industry Specification Standards (2024 Edition) (ʈ +ุዚኜɛБุ஝ᇍૢ΁ (2024و)‘) (the “ Specification Standards ”) and the Implementation Measures +for the Management of Industrial Robot Industry Specification Standards (2024 Edition) (ʈุዚኜɛ +ج2024و)‘) (the “ Implementation Measures ”) on July 29, 2024, with an +effective date of August 1, 2024. The Specification Standards focus on raising industry entry thresholds, +clarifying basic requirements for enterprises in technological R&D, product quality, and safety +management. The Implementation Measures stipulate that MIIT will implement announcement-based +management for qualified industrial robot enterprises, with applications processed on a voluntary basis, +while refining application procedures, dynamic evaluations, and exit mechanisms to ensure compliance. +The Specification Standards and the Implementation Measures are industry guidance documents aimed +at promoting technological advancement and standardized development within the sector. They do not +serve as a precondition for administrative approval nor carry mandatory force. Enterprises may +voluntarily apply for compliance announcements based on these provisions. We are in the process of +proactively seeking recognition of our products under the Specification Standards. +Among the national standards applicable to the robotics industry, there are two categories: +Recommended National Standards (GB/T) and Mandatory National Standards (GB). Recommended +standards are not mandatory for compliance. We meet all applicable mandatory national standards, +including: Robots for industrial environments — Safety requirements — Part 1: Robot ( ʈุᐑྤ͜ዚ +ኜɛ —Ӌ — ୋ 1 ௅ʱjዚኜɛ‘ ) and Electromagnetic compatibility +(EMC) — Generic standards — Part 4: Emission for industrial environments (࢙ࡒ— ஷ͜ᅺ๟ +— ୋ4‘). +In accordance with the Guiding Catalogue for Industrial Structure Adjustment (2024 Edition) (ପ +ኬͦ፽ (2024 ϋ͉)‘) promulgated by the National Development and Reform Commission +on December 27, 2023 and came into effect on February 1, 2024, robots and integrated systems are +under the encouraged category. +REGULATIONS ON INFORMATION SECURITY AND PRIV ACY PROTECTION +In accordance with the State Security Law of the PRC (‘) +promulgated by the SCNPC on July 1, 2015 and came into effect on the same date, the PRC +government shall safeguard the sovereignty, security and development interests of the state cyberspace, +and shall establish a review and regulation system and mechanism for State security, and carry out State +security review against foreign investment, specific items and key technologies and network +information technology products and services that affect or may affect State security, projects relating +to State security matters and other material matters and events. +On November 7, 2016, the SCNPC promulgated the PRC Cybersecurity Law ( ʕശɛ͏΍ձ਷ၣ +‘) which was amended on October 28, 2025 and became effective on January 1, 2026 and +applies to the construction, operation, maintenance and use of networks as well as the supervision and +administration of cybersecurity in the PRC. +REGULATORY OVERVIEW +– 104 – + + +--- page 113 --- +In accordance with the Data Security Law of the PRC (‘) (the +“Data Security Law ”) promulgated by the SCNPC on June 10, 2021 and came into effect on +September 1, 2021, any data processing activities and security supervision and regulation of such +activities within the territory of the PRC shall be governed by the Data Security Law. The Data +Security Law mainly sets forth regulations on the establishment of data security systems, including +categorized and classified system, risk assessment system, monitoring and early warning system, and +emergency disposal system. +In accordance with the Measures for Cybersecurity Review (‘) promulgated +and revised by the Cyberspace Administration of China (the “ CAC”) and other twelve PRC regulatory +authorities on December 28, 2021 and came into effect on February 15, 2022, (i) a CIIO procurement of +any network product and service or a network platform operator that engages in data processing +activities that affect or may affect national security shall be subject to the cybersecurity reviews applied +by the Cybersecurity Review Office, the department which is responsible for the implementation of +cybersecurity review under the CAC; (ii) a network platform operator with personal information of +more than one million users which seek to list in a foreign country is obliged to apply for a +cybersecurity review by the Cybersecurity Review Office; and (iii) the relevant regulatory authorities +may initiate cybersecurity review if such regulatory authorities determine that the issuer’s network +products or services, or data processing activities affect or may affect national security. +In accordance with the Administrative Measures for Data Security in the Industrial and +Information Technology Field (for Trial Implementation) (ج( ༊ +Б)‘) (the “ MIIT Data Security Measures ”), which was promulgated by the MIIT on December 8, +2022 and came into effect on January 1, 2023, data processing activities in the industrial and +information technology fields within the territory of the PRC are subject to these measures. These +activities include data collected and generated during the processes of research and development, +production and manufacturing, operation and management, operation and maintenance, and platform +operation in the industrial sector. +REGULATIONS ON FOREIGN INVESTMENT +In accordance with the Foreign Investment Law of the PRC (‘) +promulgated by the National People’s Congress on March 15, 2019 and taking effect on January 1, +2020, and the Implementation Rules for the Foreign Investment Law of the PRC (ʕശɛ͏΍ձ਷̮ਠ +ૢԷ‘) promulgated by the State Council on December 26, 2019 and taking effect on +January 1, 2020, the “foreign investment” refers to the investment activities in China carried out +directly or indirectly by foreign natural persons, enterprises or other organizations. +Investments activities in China by foreign investors are principally governed by the Encouraged +Industries Catalog for Foreign Investment (Catalog 2025 version) (ོᎸ̮ਠҳ༟ପุͦ፽ (2025 ϋ +و)‘) which was promulgated by the Ministry of Commerce and the National Development and Reform +Commission on December 15, 2025 and became effective on February 1, 2026, and the Special +Administrative Measures for Foreign Investment Access (Negative List 2024) (ɝतй၍ଣ +݄(૶ఊ)(2024و)‘) which were promulgated by the Ministry of Commerce and the National +Development and Reform Commission on September 6, 2024 and became effective on November 1, +2024. This catalog and negative list set forth the industries in which foreign investments are +encouraged, restricted and prohibited. Industries that are not listed in any of these three categories are +generally open to foreign investment unless otherwise specifically restricted by other PRC rules and +regulations. The Research and Development and application of artificial intelligence technologies, such +as intelligent devices and robotics, fall within the scope of the Catalog 2022 version , so the foreign +investors are encouraged to invest in our Group’s business. Our business does not fall within the +Negative List 2024 where foreign investment is restricted or prohibited. +In accordance with the Measures on Reporting of Foreign Investment Information (ڦ +‘), which was promulgated by the Ministry of Commerce and State Administration for +Market Regulation on December 30, 2019 and came into effect on January 1, 2020, foreign investors or +foreign investment enterprises shall submit investment information to the commerce administrative +authorities through the Enterprise Registration System and the National Enterprise Credit Information +REGULATORY OVERVIEW +– 105 – + + +--- page 114 --- +Publicity System. In accordance with the Measures for the Security Review of Foreign Investments (̮ +‘), which was promulgated by the National Development and Reform Commission +and Ministry of Commerce on December 19, 2020 and came into effect on January 18, 2021, the office +of the working mechanism for the security review of foreign investments is set up under the National +Development and Reform Commission, which is led by the National Development and Reform +Commission and the Ministry of Commerce to undertake he routine work of the security review of +foreign investments. +REGULATIONS ON LEASING +In accordance with 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 subleases the premises without the consent of the lessor. In +addition, if the ownership of the leased premises 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. +In accordance with the Administrative Measures on Leasing of Commodity Housing (ॡ +‘) promulgated by the Ministry of Housing and Urban-Rural Development on December 1, +2010 and became effective on February 1, 2011, the lessor and the lessee are required to complete +property leasing registration and filing formalities within 30 days from execution of the property lease +contract with the development authorities or real estate authorities of the municipality or county where +the leased property is located. If a company fails to do as aforesaid, it may be ordered to rectify within +a stipulated period, and if such company fails to rectify, a fine ranging from RMB1,000 to RMB10,000 +may be imposed on each lease agreement. +In accordance with the Interpretation of the Supreme People’ s Court on Several Issues concerning +the Application of Law in the Trial of Cases about Disputes Over Lease Contracts on Urban Buildings +(2020 version) (༆ +ᙑ(2020͍)‘), which took effect on January 1, 2021, if the ownership of the leased premises changes +during lessee’s possession in accordance with the terms of the lease contract, and the lessee requests the +assignee to continue to perform the original lease contract, the PRC court shall support it, except that +the mortgage right has been established before the lease of the leased premises and the ownership +changes due to the mortgagee’s realization of the mortgage right. +REGULATIONS ON INTELLECTUAL PROPERTY +Trademark +In accordance with the Trademark Law of the PRC (‘) promulgated by +SCNPC on August 23, 1982, most recently amended on April 23, 2019 and effective from November 1, +2019, and the Implementation Regulation of the Trademark Law of the PRC (ج +ૢԷ‘) promulgated by the State Council on August 3, 2002, later amended on April 29, 2014 and +effective from May 1, 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. +Copyright +In accordance with the Copyright Law of the PRC (‘) promulgated by +the SCNPC, which was latest amended in November 2020, and its related Implementing Regulations, +Chinese citizens, legal persons, or other organizations 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. Copyright owners of protected works enjoy personal +rights and property rights with respect to publication, authorship, alteration, integrity, reproduction, +REGULATORY OVERVIEW +– 106 – + + +--- page 115 --- +distribution, lease, exhibition, performance, projection, broadcasting, dissemination via information +network, production, adaptation, translation, compilation, and other rights shall be enjoyed by the +copyright owners. +In accordance with the Regulations on Computer Software Protection (ᚐૢԷ‘) +promulgated by the State Council on June 4, 1991 and latest amended on January 30, 2013, with the +latest revision effective on March 1, 2013, Chinese citizens, legal entities or other organizations enjoy +copyright in the software which they have developed, including the right of divulgation, the right of +developership, the right of alteration, the right of reproduction, the right of distribution, the right of +rental, the right of communication through information network, the right of translation and other rights +which shall be enjoyed by software copyright owners, regardless of whether such software has been +published. +Patent +In accordance with the Patent Law of the PRC (‘), promulgated by the +SCNPC, which was latest amended in October 17, 2020 and became effective on June 1, 2021, and its +Implementation Rule, patent is divided in to 3 categories, i.e., invention patent, design patent and utility +model patent. The duration of invention patent right, design patent right and utility model patent right +shall be 20 years, 15 years and 10 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 (‘) was +promulgated by the MIIT in 2017, which adopts “first to file” rule to allocate domain names to +applicants, and provide that the MIIT shall supervise the domain names services nationwide and +publicize 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 govern employment relationship are the Labor Law of +the PRC (‘), the Labor Contract Law and its implementation, which impose +stringent requirements on the employers in relation to entering into fixed-term employment contracts, +hiring of temporary employees and dismissal of employees. +The Labor Contract Law, which became effective on July 1, 2013, primarily aims at regulating +rights and obligations of employment relationships, including the establishment, performance, and +termination of labor contracts. Pursuant to the Labor Contract Law, labor contracts must be executed in +writing if labor relationships are to be or have been established between employers and employees. +Employers are prohibited 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. +Social Insurance +The Social Insurance Law of the PRC (‘) (the “ Social Insurance +Law”) issued by the SCNPC in 2010 and latest amended on December 29, 2018, has established social +insurance systems of basic pension insurance, basic medical insurance, work-related injury insurance, +unemployment insurance and maternity insurance and has elaborated in detail the legal obligations and +liabilities of employers who fail to comply with relevant laws and regulations on social insurance. +According to the Social Insurance Law and the Provisional Regulations on Collection and Payment of +REGULATORY OVERVIEW +– 107 – + + +--- page 116 --- +Social Insurance Premiums (ᎈ൬ᅄᖮᅲБૢԷ‘) promulgated by the State Council on January +22, 1999 and most recently amended on March 24, 2019 and effective from the same date, enterprises +shall register social insurance with local social insurance and pay or withhold relevant social insurance +for or on behalf 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 subject to a late fee. If the employer still fails to rectify the failure to make the relevant +contributions within the prescribed time, it may be subject to a fine ranging from one to three times the +amount overdue. +The “Interpretation (II) of the Supreme People’s Court on Issues Concerning the Application of +Law in the Trial of Labor Dispute Cases” (༆ +ᙑ(ɚ)‘) was promulgated by the Supreme People’s Court on July 31, 2025, and came into effect on +September 1, 2025. This Interpretation addresses common practices such as subcontracting, labor +outsourcing, nominal affiliation, mixed employment arrangements, and failure to contribute to social +insurance schemes. It aims to regulate unlawful behaviors whereby contractors, affiliated entities, or +nominally associated parties evade responsibilities by shifting liabilities to each other or to entities +without actual solvency. The interpretation safeguards workers’ fundamental rights, including +remuneration, occupational safety and health, and social insurance benefits, in accordance with the law. +Housing Provident Fund +In accordance with the Regulations on the Administration of Housing Provident Funds (ʮ +၍ଣૢԷ‘) promulgated by the State Council on April 3, 1999, and amended on March 24, 2002, +and March 24, 2019, enterprises must register at the designated administrative centers and open bank +accounts for depositing employees’ 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 preceding year in full and on time. In case of overdue payment or +underpayment by employers, orders for payment within a specified period will be made by the housing +fund management center. Where employers fail to make payment within such period, 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 center shall order employers to go through the formalities within a +specified period, where employers fail to do such formalities within the prescribed time, a fine of not +less than RMB10,000 nor more than RMB50,000 shall be imposed. +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 (ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ‘), most recently amended in +August 5, 2008. Under the PRC foreign exchange regulations, payments of current account items, such +as profit distributions, interest payments and trade and service-related foreign exchange transactions, +can be made in foreign currencies without prior approval from the 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 foreign currency and remitted out of +China to pay capital account items, such as direct investments, repayment of foreign +currency-denominated loans, repatriation of investments and investments in securities outside of China. +The SAFE issued the Circular on Reforming of the Management Method of the Settlement of +Foreign Currency Capital of Foreign-Invested Enterprises (̮ਠҳ༟Άุ̮ +‘) (the “ SAFE Circular 19 ”) on March 30, 2015, and it became +effective on June 1, 2015, which was partially repealed on December 30, 2019, and latest amended on +March 23, 2023. The SAFE Circular 19 expands a pilot reform of the administration of the settlement +of the foreign exchange capitals of foreign-invested enterprises nationwide. In June 2016, SAFE further +promulgated the Circular on the State Administration of Foreign Exchange on Reforming and +Standardizing the Foreign Exchange Settlement Management Policy of Capital Account (̮ි၍ +REGULATORY OVERVIEW +– 108 – + + +--- page 117 --- +‘ ) (the “ SAFE Circular 16 ”), which, 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 +registered 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 unless +otherwise permitted under its business scope. +According to the Circular on Optimizing Administration of Foreign Exchange to Support the +Development of Foreign-related Business (ஷ +‘) (the “ 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 provisions on use of +income under the capital account, eligible enterprises are allowed to make domestic 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 practice of SAFE Circular 28 and SAFE Circular 8 are still +subject to substantial uncertainties given they are newly issued regulations. +REGULATIONS ON TAXATION +Enterprise Income Tax +In accordance with the Enterprise Income Tax Law of the PRC (੻೼ +‘), which was promulgated by the SCNPC and was latest amended on December 29, 2018, and the +Regulation on the Implementation of the Enterprise Income Tax Law of the PRC (ʕശɛ͏΍ձ਷Ά +ૢԷ‘), which was promulgated by the State Council and was latest amended in +December 2024, collectively referred to as the Enterprise Income Tax Law, a uniform 25% enterprise +income tax rate is imposed to both foreign invested enterprises and domestic enterprises, except where +tax incentives are granted to special industries 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 reduced tax rate of 15% for Enterprise Income Tax. +Value-added Tax +According to the PRC Value-Added Tax Law (‘), which was +promulgated by the SCNPC on December 25, 2024 and effective on January 1, 2026, all entities and +individuals engaged in sale of goods or provision of processing, repair and maintenance services or +importation of goods in Chinese Mainland are subject to the Value-Added Tax (the “ VAT”). Unless +otherwise specified, the V AT rate is generally 13% in respect of the sale or importation of goods by +taxpayers. +Dividends Distribution +The principal laws, rules and regulations governing dividend distributions by foreign-invested +enterprises in the PRC are the Company Law, promulgated in 1993 and latest amended in 2023, and the +Foreign Investment Law and its Implementing Regulations. Under these requirements, foreign-invested +enterprises may 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 accumulated after-tax profits each year, if any, to fund certain capital reserve funds +until the aggregate amount of these reserve 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 have been offset. Profits retained from prior fiscal years may be distributed together with +distributable profits from the current fiscal year. +REGULATORY OVERVIEW +– 109 – + + +--- page 118 --- +Preferential Tax Policy for Software Industry +For taxpayers of the value-added tax who sell self-developed software products, the Ministry of +Finance and the State Taxation Administration issued the Notice of the Ministry of Finance and the +State Administration of Taxation on V alue-added Tax Policies for Software Products (೼ +‘ ), effective on January 1, 2011, which sets forth that the +refund-upon collection policy is applied to self-developed software products, which is typically the +portion of the taxpayers of the value-added tax actually paid that exceeds 3% of the taxpayers of the +value-added tax taxable income. +REGULATIONS ON SECURITIES AND OVERSEAS LISTINGS +Securities Laws and Regulations +The Securities Law of the PRC (‘), which was promulgated by the +SCNPC on December 29, 1998, and was latest amended on December 28, 2019 and took effect on +March 1, 2020, comprehensively regulating activities 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 regulatory authorities, etc. The Securities Law further +regulates that a domestic enterprise issuing securities 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 companies 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 market according to law, maintain order in the +market, and ensure the market operates 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 February 17, 2023, the CSRC released several regulations regarding the management of filings +for overseas offerings and listings by domestic companies, including the Overseas Listing Trial +Measures together with 5 supporting guidelines (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 application 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) such securities offering and listing is explicitly prohibited +by provisions in laws, administrative regulations 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 securities offering and listing, or its controlling shareholders and the actual controller, have +committed crimes such 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 securities offering and listing is suspected of committing crimes or +major violations of laws and regulations, 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 controlling shareholder or by other shareholders that are controlled by the +controlling shareholder and/or actual controller. Additionally, 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 thereof, (ii) investigations of or sanctions imposed on the issuer by overseas +securities regulators or relevant competent authorities, (iii) changes of listing status or transfers of +listing segment, and (iv) a voluntary or mandatory delisting. Overseas offering and listing by domestic +companies shall be made in strict compliance with relevant laws, administrative regulations and rules +concerning national security in spheres of foreign investment, cybersecurity, data security and etc., and +duly fulfill their obligations to protect national security. +REGULATORY OVERVIEW +–1 1 0– + + +--- page 119 --- +On February 24, 2023, the CSRC and three other relevant government authorities jointly promulgated +the Archives Rules. Pursuant to the Archives Rules, where a domestic enterprise provides or publicly +discloses any document or material that involving state secrets and working secrets of state agencies to the +relevant securities companies, securities service institutions, overseas regulatory authorities and other +entities and individuals, it shall report to the competent department with the examination and approval +authority for approval in accordance with the law, and submit to the secrecy administration department of +the same level for filing. +Regulations on the H-share Full Circulation +“Full circulation” refers to the circulation of domestically unlisted shares of H-share listed +companies on the stock exchange, including domestically unlisted shares held by domestic shareholders +prior to overseas listing, additional domestically unlisted shares issued after overseas listing and +unlisted shares held by holders of foreign shares, etc. On November 14, 2019, the CSRC issued the +Guidelines for the “Full Circulation” Program for Domestic Unlisted Shares of H-share Listed +Companies (H΅͡ሗ “ஷ”ˏ‘) (the “ Guidelines for the Full +Circulation ”), which was revised on August 10, 2023. +According to the Guidelines for the Full Circulation, shareholders of domestic unlisted shares may +determine by themselves through consultation the amount and proportion of shares, for which an +application will be filed for circulation, provided that the requirements laid down in the relevant laws +and regulations and set out in the policies for state-owned asset administration, foreign investment and +industry regulation are met, and the corresponding H-share listed company may be entrusted to file the +said application for full circulation. +On December 31, 2019, CSDC and the Shenzhen Stock Exchange jointly announced the Measures +for Implementation of H-share “Full Circulation” Business (Hٰ“ஷ”‘) (the +“Measures for Implementation ”). The businesses of cross-border transfer registration, maintenance of +deposit and holding details, transaction entrustment and instruction transmission, settlement, +management of settlement participants, services of nominal holders, etc. in relation to the H-share “full +circulation business”, are subject to the Measures for Implementation. +In order to fully promote the reform of H-shares “full circulation” and clarify the business +arrangement and procedures for the relevant shares’ registration, custody, settlement and delivery, the +Shenzhen subsidiary of CSDC issued the Guidelines for H-share “Full Circulation” Business of China +Securities Depository and Clearing Corporation Limited Shenzhen Branch in June 2025. which +specified the business preparation, account arrangement, cross-border share transfer registration and +overseas centralized custody, etc. In September 2024, China Securities Depository and Clearing (Hong +Kong) Co., Ltd. (“ CSDC (Hong Kong) ”) also promulgated the Guide to the Program for Full +Circulation of H-shares (ʕ਷ᗇՎ೮াഐၑ (ಥ)ʮ̡Hٰ“ஷ”‘), which specifies +the business preparation, account arrangement, cross-border share transfer registration and overseas +centralized custody, and other relevant matters. +PRC LA WS AND REGULATIONS ON THE IMPORT AND EXPORT OF GOODS +Foreign Trade Law of the People’s Republic of China and the Measures for the Filing and +Registration of Foreign Trade Operators +The Foreign Trade Law of the People’s Republic of China (‘) was +promulgated by the SCNPC on May 12, 1994, implemented on July 1, 1994, and most recently +amended on December 27, 2025 and implemented on March, 1, 2026, and the Measures for the Filing +and Registration of Foreign Trade Operators (‘) were issued by the +MOFCOM on June 25, 2004, implemented on July 1, 2004, and most recently issued and implemented +on May 10, 2021. As per these laws, regulations and measures, the state permits the free import and +export of goods and technology. +REGULATORY OVERVIEW +– 111 – + + +--- page 120 --- +Regulations on the Administration of the Filing of Customs Declaration Entities of the People’s +Republic of China +The Regulations on the Administration of the Filing of Customs Declaration Entities of the +People’s Republic of China (‘ ) were promulgated by the +General Administration of Customs on November 19, 2021, and implemented on January 1, 2022. +According to these regulations, consignees and consignors of import and export goods and customs +declaration enterprises shall obtain the qualifications of market entities if they apply for filing. +The Regulations on the Administration of the Import and Export of Goods of the People’s +Republic of China +In accordance with the Regulations on the Administration of the Import and Export of Goods of +the People’s Republic of China (ආ̈ɹ၍ଣૢԷ‘ ) issued by the State Council +on December 10, 2001, implemented on January 1, 2002, and most recently revised on March 10, 2024 +and implemented on May 1, 2024, goods that are prohibited from being imported are not allowed to be +imported, and goods that are prohibited from export are not allowed to be exported. +The Import and Export Commodity Inspection Law of the People’s Republic of China and the +Implementation Regulations of the Import and Export Commodity Inspection Law of the People’s +Republic of China +According to The Import and Export Commodity Inspection Law of the People’s Republic of +China (‘) promulgated by the SCNPC on February 21, 1989, and +most recently revised and implemented on April 29, 2021, and the Implementation Regulations of the +Import and Export Commodity Inspection Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷ආ +ૢԷ‘) issued by the former State Bureau of Import and Export Commodity +Inspection on October 23, 1992 and most recently amended on March 29, 2022 and implemented on +May 1, 2022 by the State Council, consignees or consignors of import and export commodities may +handle inspection procedures themselves or entrust an agent inspection application enterprise to do so. +When consignees or consignors of import and export commodities handle inspection procedures, they +must file with the entry-exit inspection and quarantine authorities in accordance with the law. +SANCTIONS LA WS AND REGULATIONS +United States +OFAC is the primary agency responsible for administering U.S. sanctions programmes against +targeted countries, entities, and individuals. “Primary” U.S. sanctions apply to “U.S. persons” or +activities involving a U.S. nexus (e.g., funds transfers in U.S. currency even if performed by non-U.S. +persons), and “secondary” U.S. sanctions apply extraterritorially to the activities of non-U.S. persons +even when the transaction has no U.S. nexus. Generally, U.S. persons are defined as entities organized +under U.S. law (such as companies and their U.S. subsidiaries); any U.S. entity’s domestic and foreign +branches (sanctions against Iran and Cuba also apply to U.S. companies’ foreign subsidiaries or other +non-U.S. entities owned or controlled by U.S. persons); U.S. citizens or permanent resident aliens +(“green card ” holders), regardless of their location in the world; individuals physically present in the +United States; and U.S. branches or U.S. subsidiaries of non-U.S. companies. +Depending on the sanctions program and/or parties involved, U.S. law also may require a U.S. +company or a U.S. person to “block” (freeze) any assets/property interests owned, controlled or held for +the benefit of a sanctioned country, entity, or individual when such assets/property interests are in the +United States or within the possession or control of a U.S. person. Upon such blocking, no transaction +may be undertaken or effected with respect to the asset/property interest — no payments, benefits, +provision of services or other dealings or other type of performance (in case of contracts/agreements) +— except pursuant to an authorization or license from OFAC. +REGULATORY OVERVIEW +–1 1 2– + + +--- page 121 --- +OFAC’s comprehensive sanctions programmes currently apply to Cuba, Iran, North Korea, Syria, +the Crimea region of Russia/Ukraine, and the self-proclaimed Luhansk People’s Republic (“ LPR”) and +Donetsk People’s Republic (“ DPR”) regions (the comprehensive OFAC sanctions programme against +Sudan was terminated on October 12, 2017). OFAC also prohibits virtually all business dealings with +persons and entities identified in the SDN List. Entities that a party on the SDN List owns (defined as a +direct or indirect ownership interest of 50% or more, individually or in the aggregate) are also blocked, +regardless of whether that entity is expressly named on the SDN List. Additionally, U.S. persons, +wherever located, are prohibited from approving, financing, facilitating, or guaranteeing any transaction +by a non-U.S. person where the transaction by that non-U.S. person would be prohibited if performed +by a U.S. person or within the United States. +United Nations +The United Nations Security Council (the “ UNSC”) can take action to maintain or restore +international peace and security under Chapter VII of the United Nations Charter. Sanctions measures +encompass a broad range of enforcement options that do not involve the use of armed force. Since +1966, the UNSC has established 30 sanctions regimes. +The UNSC sanctions have taken a number of different forms, in pursuit of a variety of goals. The +measures have ranged from comprehensive economic and trade sanctions to more targeted measures +such as arms embargoes, travel bans, and financial or commodity restrictions. The UNSC has applied +sanctions to support peaceful transitions, deter non-constitutional changes, constrain terrorism, protect +human rights and promote non-proliferation. +There are 14 ongoing sanctions regimes which focus on supporting political settlement of +conflicts, nuclear non-proliferation, and counter-terrorism. Each regime is administered by a sanctions +committee chaired by a non-permanent member of the UNSC. There are ten monitoring groups, teams +and panels that support the work of the sanctions committees. +United Nations sanctions are imposed by the UNSC, usually acting under Chapter VII of the +United Nations Charter. Decisions of the UNSC bind members of the United Nations and override other +obligations of United Nations member states. +European Union +Under European Union sanction measures, there is no “blanket” ban on doing business in or with +a jurisdiction targeted by sanctions measures. It is not generally prohibited or otherwise restricted for a +person or entity to do business (involving non-controlled or unrestricted items) with a counterparty in a +country subject to European Union sanctions where that counterparty is not a Sanctioned Person and +not engaged in prohibited activities, such as exporting, selling, transferring or making certain controlled +or restricted products available (either directly or indirectly) to, or for use in a jurisdiction subject to +sanctions measures, provided that no funds and economic resources are made available to the +Sanctioned Persons. +United Kingdom and United Kingdom overseas territories +As of January 1, 2021, the United Kingdom is no longer an EU member state. EU law including +EU sanctions measures continued to apply to and in the United Kingdom until December 31, 2020. EU +sanctions measures had also been extended by the United Kingdom on a regime-by-regime basis to +apply in the United Kingdom overseas territories, including the Cayman Islands. Starting from January +1, 2021, the United Kingdom applies its own sanctions programs and has extended its autonomous +sanctions regimes to apply to and in the United Kingdom overseas territories. +REGULATORY OVERVIEW +–1 1 3– + + +--- page 122 --- +Australia +The Australian restrictions and prohibitions arising from the sanctions laws apply broadly to any +person in Australia, any Australian anywhere in the world, companies incorporated overseas that are +owned or controlled by Australians or persons in Australia, and/or any person using an Australian flag +vessel or aircraft to transport goods or transact services subject to United Nations sanctions. +U.S. EXPORT CONTROLS +The United States has increased export controls restrictions through the Export Administration +Regulations (the “ EAR”), administered by the Bureau of Industry and Security of the U.S. Department +of Commerce (the “ BIS”). The EAR maintains a list of commodities, including items, software, and +technology, that are subject to export controls (the “ Commerce Control List ”), which set out the level +of restrictions that the listed commodities are subject to, based on the nature of the product, i.e. type of +commodity, software or technology and its respective technical parameters, as stated under each Export +Control Classification Number (“ ECCN”) in the Commerce Control List. The export restrictions can be +determined by the level of restrictions (i.e. the reason for such control) that the listed commodities are +subject to, for example anti-terrorism and regional stability. +During the Track Record Period, the Group procured certain types of products classified as +ECCNs 5A991 or 5A992.c. ECCN 5A991 covers certain listed telecommunications and information +security equipment. ECCN 5A992.c covers certain listed information security systems, equipment and +components that are classified as mass market encryption items. ECCN 5A991 and ECCN 5A992.c are +controlled for anti-terrorism reasons (“ AT Controlled Products ”). For AT Controlled Products, a +license application for exports to the following destinations or end-users is required: (i) any entity +designated on the Entity List, Denied Persons List, or Unverified List maintained by the U.S. +Department of Commerce’s BIS (collectively, the “ BIS Lists ”); and/or (ii) any entity headquartered in, +ordinarily resident in, or owned or controlled by governments of any Comprehensively Sanctioned +Countries, as well as Russia and Belarus. However, when ECCN 5A992.c items meet or exceed the +performance parameters defined in ECCN 3A090 (which covers certain listed integrated circuits) or +4A090 (which covers certain listed computers and certain related equipment, electronic assemblies and +components), they are categorised as ECCN 5A992.z, such as servers. Items categorised as ECCN +5A992.z are controlled for Regional Stability (“ RS”) and Anti-Terrorism (“ AT”) reasons. Under the RS +control, it imposes a license requirement for exports, reexports and transfers (in-country) to or within +China, and the license application is subject to presumption of denial, Under the AT control, these items +are prohibited (i) from exports, reexports and transfers (in-country) to Comprehensively Sanctioned +Countries, and (ii) entities designated on the BIS Lists. +U.S. TARIFFS +On May 14, 2024, the Office of the United State Trade Representative announced a plan to raise +the tariff rate applicable to U.S. imports of electric vehicles from China from 25% to 100%. On +September 13, 2024, the United States Trade Representative announced the final Section 301 tariff +increases on imports from China, which imposed a tariff rate of 100% effective from September 27, +2024. China responded with increased tariffs. Since February 2025, both countries raised reciprocal +tariffs on each other’s imported goods to 125%. However, on May 12, 2025, both the U.S. and China +modified these tariff measures: the U.S. removed the 125% tariff and temporarily reduced tariffs on +Chinese goods to 10% by suspending a 24% duty for 90 days. The PRC government announced the +same tariff adjustments, removing the 125% retaliatory tariff and cutting tariffs on U.S. goods from +34% to 10% for the same period. On August 12, 2025, both the U.S. and China announced to extend +these tariff measures for another 90 days. The applicable Section 301 Tariff rates on our products +imposed by the U.S. government are 7.5% or 25% (in addition to any of the applicable most favored +nation rate and reciprocal tariff rate, which are applied cumulatively). On November 1, 2025, the U.S. +government announced that the 10% reciprocal tariff will be maintained until November 10, 2026. +REGULATORY OVERVIEW +–1 1 4– + + +--- page 123 --- +OVERVIEW +We are an intelligent robotics company defined by our robotic control systems, or what we call +the “robot brain.” As a key differentiator of our business, our proprietary robotic control technologies +form the foundation of our intelligent robot offerings. Leveraging our market position and technology +in the robot brain, we develop and sell robots, controllers, software and accessories, enabling one-stop +development, acquisition and use of intelligent robots across real-world scenarios. +At the core of every intelligent robot is its control system, which consists of the embedded robotic +controller within the robot and the software deployed in the cloud. The controller governs core robotic +functions such as perception, positioning, decision-making and motion control, and operates through a +layered technology stack that includes VLA, reinforcement learning, end-to-end navigation models and +SLAM, orchestrating sensors and actuators to enable autonomous operation. The cloud-based software +uses advanced scheduling and optimization algorithms to assign tasks to a wide range of robots through +a unified communication interface, which coordinates robot actions among different robot types to +enable efficient execution at both individual and fleet levels. +AI accelerates the development of adaptive learning and autonomous decision-making capabilities +in intelligent robots, driving a new wave of growth throughout the global robot market. The size of the +global intelligent robot market exceeded RMB307.4 billion in 2025 and is projected to reach RMB850.0 +billion by 2030, representing a CAGR of 24.6% from 2026 to 2030. +Despite strong momentum, the intelligent robot industry continues to encounter structural barriers +to development, acquisition and use. These challenges are rooted in the complexity and variability of +industrial operating conditions, where requirements differ significantly across jobsites and use cases. In +the upstream supply chain, components such as LiDAR, cameras, motors and batteries are supplied by a +vast and diverse array of suppliers, whereas downstream, over 10,000 integrators serve end customers, +yet the lack of interoperability between robots from different suppliers in diverse deployment +environments hinders fleet coordination and reduces operational efficiency. +Founded on our expertise in robotic control systems and data accumulated from thousands of +distinct operating conditions, we enable integrators and end customers to adopt intelligent robots with +ease. We have built a broad customer base of over 2,000 integrators and end customers spanning more +than 35 countries and regions. In 2025, we generated 82.7% of our revenue in the Chinese Mainland, +with the remaining portion derived from overseas markets. Integrators incorporate our products into +broader automation solutions by adding components, software and custom engineering to meet their +BUSINESS +–1 1 5– + + +--- page 124 --- +clients’ specific application needs. End customers include enterprises in various industries. Serving both +segments allows us to stay attuned to evolving industrial demands, refine our products for diverse +applications, expand our market reach and deepen industry expertise. To date, more than 2,000 robot +models have been deployed through our platform in over 20 sectors, including 3C, automotive, +automation equipment, new energy, semiconductors, construction machinery and biopharmaceuticals. +Our Products +We offer controllers, software, robots and accessories all under one roof to simplify development, +acquisition and use for a wide spectrum of industries and applications. +Robotic Controllers +The SRC series controllers, developed in-house and embedded within the robot as the “brain,” +execute core functions such as perception, positioning, decision-making and motion control. They +support advanced capabilities such as SLAM, navigation in changing environments, obstacle avoidance, +visual-semantic recognition and robot and model parameter configuration. By integrating these core +functions within a unified architecture, our SRC series controllers orchestrate and execute substantially +all mission-critical functions of intelligent robots. With broad interface compatibility, the controllers +connect to a wide array of sensors and actuators and run a fusion of intelligent algorithms spanning +visual-language mapping, VLA, reinforcement learning and end-to-end navigation models to drive +autonomous behavior in intelligent robots. +Built to industrial-grade standards, each SRC series controller integrates chips and coprocessors +within a heterogeneous architecture that delivers high-stability, low-latency performance and strong +generalization for various deployment types. As of December 31, 2025, our controllers are compatible +with more than 400 component types, enabling customers to build their own robots like stacking +functional blocks without requiring in-depth knowledge of hardware compatibility or robotics +engineering and thereby accelerating development cycles. +Our robotic controllers achieved higher sales volumes and maintained substantially higher gross +margins than robots throughout the Track Record Period, with gross margins of 85.2%, 81.0% and +79.8% in 2023, 2024 and 2025, respectively. While robots contributed a larger portion of our revenue +BUSINESS +–1 1 6– + + +--- page 125 --- +due to their higher selling prices arising from the inclusion of mechanical structures and other physical +components, revenue contribution alone may not fully reflect the breadth of deployment and +technological value delivered through our robotic controllers. +Software +Our proprietary software, hosted on cloud servers and acting as the cloud-based “brain” of the +robot, functions as the central command system for robot fleet operations. It enables full-cycle digital +operations ranging from mission planning, project simulation, intelligent scheduling, decision support +and human−robot collaboration. Our software suite, typically deployed on customers’ private clouds, +includes the M4 smart scheduling and management system and the Meta series of visualization +software. It integrates with enterprise systems to receive operational instructions and connects with +robots to allocate tasks and report execution status. Using a unified communication interface and +standardized controller protocols, the suite enables centralized coordination among heterogeneous fleets +in varied use cases. +Our M4 system innovates to integrate the functions of FMS, WCS and WMS into an all-in-one +platform. M4 combines advanced scheduling algorithms, optimization algorithms and an easy-to-use +development framework, allowing large robot fleets to respond and execute promptly and adapt to +changing business needs. Meta-World, our flagship visualization software powered by 3D rendering and +visualization technologies, creates a synchronized, real-time virtual replica of physical environments, +enabling visualization of operational status and simulation of process adjustments, thereby enhancing +monitoring efficiency through real-time anomaly detection and improving control efficiency by +allowing pre-deployment testing of modifications in a secure environment. Additionally, we have +developed a simulation platform based on world models, which enables the construction of virtual +environments for intelligent robot operation and supports data generation within simulated scenarios. +Robots +Our Nebula system curates a catalog of over 1,000 robot models equipped with SRC series +controllers, covering wheeled humanoid robots, legged robots, lifting robots, pallet trucks, stacker +forklifts, counterbalanced forklifts, carton transfer autonomous robots, cleaning robots and all-terrain +robots. Each robot in our portfolio is equipped with our proprietary SRC series controllers, through +which we commercialize and scale our control technologies across diverse deployment scenarios. +Through a “what-you-see-is-what-you-get” interface, our customers configure robots by selecting +functions, components and appearance in real time, similar to vehicle customization. Once configured, +the system immediately generates corresponding pricing, lead time and lifecycle service details. +We coordinate with manufacturing partners within our robotic ecosystem to produce robots +featuring customer-selected configurations. In the case of our wheeled humanoid robots, for example, +our component arsenal includes key modules such as joint motors, vision sensors and dexterous hands. +Using a 3D visual configurator, our customers can complete a full humanoid configuration in a short +time. Our operational systems connect directly to the configured robots equipped with SRC series +controllers to enable real-time scheduling and command execution in on-site deployments. +The key features of our intelligent robots include: + Reliable navigation and positioning functions . Our intelligent robots support multiple +positioning and navigation technologies, including SLAM, 3D feature positioning and visual +simultaneous localization and mapping (“ VSLAM ”). Even in highly variable environments, +they are able to move accurately and stably by using natural features for spatial recognition. +These capabilities deliver reliable performance in real-world scenarios and support steady +and smooth operations in challenging and dynamic environments. + Fleet-wide collaboration . Empowered by the SRC series controllers and software, different +robot models can seamlessly interoperate within the same scenario. Customers can manage +multiple robots in parallel, which raises operational efficiency and reduces the cost of +automation. +BUSINESS +–1 1 7– + + +--- page 126 --- + Advanced visual perception and autonomous execution . Our intelligent robots leverage +2D/3D visual technologies to deliver real-time environmental intelligence, enabling +identification of pallets, material racks, QR codes and complex geometries through deep +learning-enhanced shape detection. We also support spatial intelligence such as visual +segmentation, object pose estimation and hand−eye calibration for accurate spatial +interaction, and autonomous execution of environment-aware operations after recognition +(such as grasping, placement, navigation adjustments) which minimizes customized, +environmental retrofits and manual intervention. +We enable our customers to build and deploy fully customized intelligent robots with a compact +team of electrical and mechanical engineers. Robots available through our Nebula system are applied in +over 20 sectors under distinct operating conditions, offering fast configuration, flexibility and reduced +technical constraints. +Accessories +To enhance the functionality and adaptability of our robotic controllers and robots, we provide a +wide range of peripheral accessories, including sensors, power modules and end-effectors. While these +accessories are developed and manufactured by third parties, we incur substantial technical costs to +ensure seamless interoperability with our robotic controllers and robots. We maintain a dedicated +technical team responsible for adaptation and integration, which includes setting specific technical +requirements for suppliers and adjusting our robotic systems to achieve optimal compatibility. The +configuration, customization and integration of these accessories are led by us to ensure system-level +consistency. In addition, we provide after-sales services for accessories, including installation support +and technical assistance, to help customers tailor robotic solutions adaptive to evolving operational +scenarios. +Beyond broadening application flexibility, our accessories also simplify the acquisition and use +processes. By delivering a comprehensive portfolio of ready-to-use accessories, we reduce integration +barriers, shorten lead times and streamline robot assembly, thereby strengthening our one-stop robotic +platform. +Our Technological Capabilities +Our products combine reliability, ease of use and cross-industry adaptability into a single robotic +control system. Our technological strengths are reflected in three key dimensions: reliability, usability +and generalization. +Reliability +High Precision We are the first in the intelligent robot industry to achieve SLAM accuracy at +±2 mm validated through deployment in diverse industrial conditions. Our +robotic control system supports a range of localization and navigation +technologies, including LiDAR-based SLAM, real-time kinematic (“ RTK”) +positioning for outdoor use, 3D feature-based localization and VSLAM, to +deliver high-precision results with as little as approximately 10% reference +points required in the environment. +High Efficiency Our proprietary software integrates multi-robot scheduling with enterprise +systems to enable coordinated management and task optimization within +heterogeneous fleets. In actual deployments, our software orchestrates robot +operations through distinct factory zones spanning production lines, line-side +storage and warehouses using a unified scheduling engine, which elevates +cross-functional task coordination and execution efficiency in multiple +deployment scenarios. +BUSINESS +–1 1 8– + + +--- page 127 --- +High Durability Our industrial-grade robotic controllers are technically validated through a +series of key international safety and performance standards, including +CE-EMC, CE-LVD, CE-MD and Underwriters Laboratories (“ UL”), which, +according to CIC, indicate that our controllers deliver superior usability and +operating stability in demanding industrial applications. These certifications +demonstrate the controllers’ robust durability by effectively mitigating +electromagnetic interference, protecting against electrical hazards, preserving +mechanical integrity and reducing unplanned downtime. Our robotic control +systems adapt flexibly to diverse configurations and deliver stable +performance under challenging operating conditions. +High Consistency Through our self-calibration algorithms which enable sensors to automatically +compute internal and external parameters by scanning environmental objects, +our robotic control system reduces systematic errors arising from variations in +configuration, mechanics and assembly. As a result, robots operating in the +same environment can deliver consistent performance, which elevates +uniformity among different models within a fleet. +High Safety According to CIC, our robotic control system is the first in the industry +globally to achieve functional safety certifications, including ISO 13849, IEC +61508 and IEC 62061, which validate its application in safety-critical +industrial scenarios. Our safety modules draw on validation across thousands +of diverse application scenarios supported by a software control layer to +simplify safety management. +Usability +Easy Development Our SRC series controllers are compatible with over 400 component types, +which offer customers significant flexibility in hardware selection. +Complemented by our Roboshop and Robocare software, integrators can +easily configure robots and perform development tasks (such as sensor +calibration, navigation path configuration and custom function setup) by +using simple graphical operations. This reduces customer dependency on +low-level programming and at the same time eliminates the need for +specialized expertise in control theories or algorithmic principles. +Furthermore, the open-script framework allows engineers to utilize +script-based interfaces for complex action customization and extend robot +functionality through secondary development modules, which effectively +reduces the development cycle. +Easy Acquisition Our proprietary Nebula system enables non-technical users of integrators and +end customers (such as procurement teams and production managers) to +quickly select and configure robots to their exact needs through intuitive +controls. Beyond core development tasks, Nebula simplifies the selection and +configuration of complete robots through user-friendly model selection, +hardware option matching and cosmetic feature customization. Customers +configure critical operational parameters such as shuttle width, payload +envelope dimensions and laser navigation settings in real time, seeing how +choices affect their configuration. This live-adjustment capability generates +deployment-ready robots with accelerated commissioning timelines. Nebula +also provides production-to-deployment tracking, which allows customers to +track progress at every milestone and accelerate field deployment of +intelligent robots. +BUSINESS +–1 1 9– + + +--- page 128 --- +Easy Use We offer a suite of proprietary software, such as the M4 smart scheduling and +management system and the Meta series of visualization software, built for +multi-environment deployment. These systems enable full-cycle digital +operations ranging from mission planning, project simulation and intelligent +scheduling to decision support and human−robot collaboration. Our software +accommodates both graphical low-code development and code-based +customization in any programming language. Customers can choose their +preferred development methods based on technical preferences to build +navigation paths and specialized features. Within a short training period, +technical teams can complete robot solution customization, which enhances +development efficiency compared to traditional workflows and thus makes it +easier to adopt customized robotic applications. +Generalization +High-Generalization +Capability +As the robot industry advances into the R3.0 generation, the shift toward +software generalization and hardware contextualization has become +increasingly pronounced. Generalization is thereby one of the core +technological capabilities of robotics companies. Drawing on deep experience +across sectors including 3C, automotive, automation equipment, new energy, +semiconductors, construction machinery and biopharmaceuticals, our high +generalization capability is manifested across robot and software domains. +Robots with High Generalization Capability. Our VLA architecture gives +different robot types access to a unified model backbone, allowing a single +model to support varied tasks across multiple environments. We train VLA +using data from intelligent forklifts and other mobile platforms, then extend +the model to higher-degree-of-freedom systems through transfer learning, +including humanoid robots. VLA-driven embodied forklifts are already +deployed in unstructured settings and can follow natural-language instructions +to complete material-handling tasks. Our wheeled humanoid robots are also +undergoing pilot runs at customer sites, collecting operational data that +further strengthens the model’s generalization capability. +Software System with High Generalization Capability. Our software stack +supports mixed scheduling of multi-brand, multi-model robots and enables +out-of-the-box deployment across different operating scenarios. The in-house +low-code engine uses a modular, building-block approach to help customers +build and adjust workflows and interfaces quickly as production conditions +change. With integrated large language model capability, the system interprets +natural-language descriptions of user needs and auto-generates low-code +modules, scripts and interfaces, increasing adaptability to varied business +scenarios. We also developed a world model-based simulation platform that +provides virtual operating environments for robot training, data generation +and data collection, accelerating generalization across different tasks and +conditions. +Our Business Model +We facilitate the sale of integrated robotic products, robotic components and accessories, +streamlining the development, acquisition and use of intelligent robots. We provide a wide range of +options to meet diverse customer needs, spanning building customized robots, selecting pre-configured +models, managing robotic operations and accessing toolchain and knowledge base for continuous +improvement. +BUSINESS +– 120 – + + +--- page 129 --- +We collaborate closely with integrators, end customers and suppliers to deliver comprehensive +robotics products spanning controllers, robots, software and accessories. Through these partnerships, we +gain deep insight into customer requirements and application environments, enabling precise definition +of technical parameters and tailored hardware configurations. Across all product categories, we retain +full ownership of designing, developing and integrating core technologies and engaging external +partners for manufacturing and component sourcing. For robotic controllers, we lead product +architecture and hardware design alongside proprietary software and algorithm development. +Manufacturing and assembly are outsourced to qualified partners under our strict quality verification +protocols. For robots, we lead product design, engineering solutions and industrial design, while +external manufacturers execute mechanical design, structural fabrication, and assembly under our +quality management oversight. Our software products, which are typically bundled with our controllers +and robots, are fully self-developed, covering design, software and algorithm development and testing. +For accessories such as LiDAR and cameras, we define technical parameters and conduct several +rounds of testing to ensure compatibility with our products. Only after passing this process are the +accessories made available for customer purchase. Throughout our integrated workflow, we sustain +active technical engagement and implement independent quality control to fulfill customer expectations. +Our Dual-Flywheel Strategy +We operate under the dual flywheels of “technology + product,” synergizing customer-specific +adaptation with scalable deployment across industries. Our business model has strengthened our ability +to commercialize robotics solutions in a wide range of industrial environments and operational settings. +Our technology flywheel strengthens the advancement of our AI-powered robotic brain. This cycle +begins with our high-reliability, AI-based control system, the “brain” underpinning all our intelligent +robots. The continuous refinement and optimization of our technology progressively lower both the +technical thresholds and deployment barriers for customers, enabling them to adopt robotic products +and solutions with ease. The wider adoption of our products across different application scenarios +generates operational data and customer feedback. We use these insights to improve our products and +technology, which enhances robotic performance and expands functionalities. These enhancements +further reduce barriers and encourage even broader deployment, further accelerating the momentum of +the flywheel. +BUSINESS +– 121 – + + +--- page 130 --- +Our product flywheel leverages the growing adoption of our products to empower the entire robot +industry value chain. By reducing acquisition costs and shortening delivery timelines, our technology +enables downstream stakeholders to rapidly deploy a wide array of intelligent robots. Stakeholders +efficiently integrate diverse functionalities into their chosen robots by utilizing our software and +toolchains for component selection, adaptation and collaborative co-development with third-party +manufacturers, which optimizes our supply chain network and enhances industry-wide production +efficiency, thereby stimulating product adoption and solidifying the virtuous cycle. +Case Study +Our AI-powered carton transfer autonomous robots can identify and grasp cartons using QR +code scanning, a capability that has already been successfully deployed in real-world scenarios. +However, as we expanded our customer base, we observed that end customers in manufacturing and +logistics industries could not always apply QR codes due to operational challenges, such as irregular +carton surfaces or dynamic workflows. In response, we developed a machine learning-based vision +system capable of QR code-free visual recognition and grasping, which eliminated dependency on +coded labels. This innovation allowed us to replace standard QR cameras with RGB cameras as the +default configuration, which enhanced flexibility and broadened applicability across more complex +environments. +To further simplify adoption, we introduced a data training module on Roboshop allowing end +customers to upload sample carton data prior to deployment. Based on such data, the module is +trained to recognize and handle diverse carton types, reducing the time required for deployment and +adaptation. Continuous optimization has since reduced deployment time while improving +pick-and-place accuracy, which reinforces our robots’ AI-powered adaptability. +By improving the generalization capability of our carton transfer autonomous robots, we not +only enriched our robot portfolio but also reinforced the broader supply chain ecosystem, driving +down procurement costs for automotive part integrators and end customers who operate in QR +code-free environments, cutting lead times for RGB-camera robot deployments and accelerating the +widespread adoption of codeless visual recognition technology in carton transfer autonomous robots. +Our commercialization capabilities are closely linked to the dual flywheels. Leveraging our +self-developed control system, we equip stakeholders within our ecosystem with robotic products and +solutions applicable for various sectors such as 3C, automotive, automation equipment, new energy, +semiconductors, construction machinery and biopharmaceuticals. Our solutions span various robotic +types, ranging from lifting robots and intelligent forklifts to wheeled humanoid robots, each featuring +unified communication interfaces that simplify deployment for different use cases. During the Track +Record Period, we experienced steady and strong growth. Our revenue increased from RMB249.0 +million in 2023 to RMB339.3 million in 2024, and further to RMB441.9 million in 2025, representing a +CAGR of 33.2% from 2023 to 2025. In 2023, 2024 and 2025, our gross profit margin was 49.2%, +45.9% and 47.4%, respectively. We recorded a net loss of RMB47.7 million, RMB42.3 million and +RMB47.1 million in 2023, 2024 and 2025, respectively, and our adjusted net loss (non-IFRS measure) +was RMB20.9 million, RMB10.6 million and RMB2.9 million, respectively. +OUR STRENGTHS +The Intelligent Robot Engine Built on Deep Technical Infrastructure +We enable one-stop development, acquisition and use of intelligent robots across real-world +scenarios. According to CIC, we ranked first globally in terms of robotic controller sales volume in +2025, with a market share of 24.8%. The number of customers from whom we generated revenue +increased from 587 in 2023 to 832 in 2024, and further to 1,150 in 2025, and we served over 2,000 +customers as of December 31, 2025, which underscores the continued momentum and value of our +platform. +BUSINESS +– 122 – + + +--- page 131 --- +According to CIC, we are the first in the intelligent robot industry to independently build a +full-process development toolchain for intelligent robots, which, together with our Nebula system and +data repository, forms the foundation of our business. Our toolchain powers the entire development +cycle, ranging from coding, simulation, performance analysis, debugging, testing, building, deployment +and operations, enabling developers to build, deploy and manage robots within a single platform. Our +Nebula system connects customers with upstream suppliers within our ecosystem and delivers them +workflow-ready robotic solutions. Our data repository complements these efforts by offering end-to-end +automation for data collection, cleaning, labeling, storage and management, creating a solid foundation +for model training and deployment that advances AI development and propels our technology flywheel. +Our knowledge base, built from operational experience and technical know-how gained through +deployments across varied industrial scenarios, is the first open-access, structured knowledge +framework in the intelligent robot industry, according to CIC. It empowers stakeholders within the +entire value chain and continuously evolves through robot log data generated by customers. With our AI +capabilities, we iteratively enhance our robotic control systems to deliver solutions that satisfy high +standards of reliability, usability and generalization. High reliability meets the precision and safety +demands of industrial use cases, usability allows customers to flexibly configure robotic applications +for specific tasks, and generalization supports deployment in more than 20 sectors, each with unique +technical and operational constraints. +By anchoring our ecosystem on a unified set of robotics capabilities, we bring efficiency to every +layer of the robotics value chain and accelerate innovation at scale. For integrators and end customers, +we significantly shorten development cycles and increase flexibility in robot design and deployment, +thereby making it easier for intelligent robot development, acquisition and use. For upstream +component suppliers, we aggregate fragmented hardware capabilities and connect them with our +advanced control systems and software, which expands access to enterprises in multiple industries and +fosters growth throughout the ecosystem. As our business scales and our technical capabilities advance, +our ecosystem continues to expand, amplify network effects and enable broader industrial adoption. +Strong Technological Capabilities Powering Robotics Innovation +We are widely recognized in the intelligent robot industry for our continuous innovation and +first-of-their-kind breakthroughs. +We are advancing and implementing physical AI to enhance how robots perceive, reason and act +within the physical world. According to CIC, we introduced the SRC-5000, the first controller +integrating embodied AI in the world, which addresses long-standing challenges in synchronizing +hand−eye−foot movements and introduces a complete perception, decision-making and execution +architecture. In May 2025, our debut of the world’s first embodied intelligent forklift brought embodied +AI from the robotic controller to an industrial machine. According to the same source, we are also +among the first in the intelligent robot industry to deploy large multimodal models onboard robots, +applying visual-language mapping, VLA and end-to-end navigation models in intelligent forklifts and +wheeled humanoid robots, which enables a closed technical loop. +We have advanced software capabilities in the intelligent robot industry. Our integrated software +is built around deep insights into frontline industrial use and brings together scheduling, operational +management and development tooling into a unified system. Adopted by global leaders in sectors +including 3C, automotive, automation equipment and new energy, our solutions have reduced material +handling labor demand by up to 50% compared to pre-deployment levels, which indicates a productivity +gain ranked among the highest in the industry, according to CIC. Powered by machine learning-driven +optimization, our operations system supports one of the broadest sets of deployment scenarios in the +intelligent robot industry, according to CIC. In addition, our low-code engine delivers industrial-grade +usability through a modern technical stack and interface framework, which enables workflow +customization and interface development at more than twice the speed of traditional models, according +to CIC. +BUSINESS +– 123 – + + +--- page 132 --- +Dual Flywheels Powering AI Capabilities and Commercial Success +Our dual-flywheel strategy driven by both technology and product flywheels has created a +self-reinforcing engine of growth. +The technology flywheel advances the foundation of our robotic control system, expanding +scenario coverage and enabling adaptive optimization at scale, which supports reliable task execution in +varied operational settings and promotes cross-industry generalization. Powered by deep learning and +adaptive algorithms, our “robot brain” delivers robust performance in demanding and variable +environments, which lowers deployment thresholds and extends the reach of intelligent robots within +industrial operations. +The product flywheel has accelerated ecosystem development through an open, modular +architecture. We offer an expanding portfolio of robot models, ranging from lifting robots and +intelligent forklifts to wheeled humanoids, each interoperable with a broad range of components. +Through selective integration and joint development with component suppliers, we have established a +supply chain network that reduces deployment costs, shortens time to deployment and increases access +to robotics solutions for more enterprises. The number of customers from whom we generated revenue +increased from 587 in 2023 to 1,150 in 2025, and our controllers are compatible with over 400 +component types as of December 31, 2025. Over the same period, applicable industrial scenarios +increased from around 1,000 in 2023 to several thousand in 2025, and the number of robot models +expanded from over 300 as of January 1, 2023, to over 2,000 as of December 31, 2025. +The compounding effect of this dual-flywheel strategy is reflected in our commercial +performance. Our revenue increased from RMB249.0 million in 2023 to RMB441.9 million in 2025, at +a CAGR of 33.2% from 2023 to 2025. Over the same period, our gross profit margin remained above +45.0%, which positioned us among the top players in the intelligent robot industry, according to CIC. +The convergence of deep technical capability and a scalable infrastructure has reinforced both near-term +business growth and long-term value creation. +Widespread Deployment by High-Profile Enterprises +As global demand for intelligent robots accelerates, the need for flexible, high-performance +robotic solutions continues to grow in major markets. In China, we continue to scale to provide +integrated solutions that combine robotic controllers, software and robots. Since 2021, we have +expanded our footprint beyond China into Europe, North America and Asia. Growing international +demand has created new opportunities for China-based robotics companies, although industry-wide +adoption remains constrained by the lack of standardized interfaces and limited interoperability among +robotics companies. Our modular, standards-aligned solutions built on core technical strengths have +helped overcome these constraints. We have obtained a series of key international certifications, +including CE-EMC, CE-LVD, CE-MD and UL, which reinforce product credibility and enable faster +global rollouts, positioning us as a leader in the global adoption of China-made intelligent robots, +according to CIC. Backed by high-reliability, high-usability and high-generalization capabilities, and +bolstered by a resilient nationwide supply chain, we have served customers in over 35 countries and +regions. As of December 31, 2025, we served over 2,000 customers spanning more than 20 sectors, +including 3C, automotive, automation equipment, new energy, semiconductors, construction machinery +and biopharmaceuticals. +During the Track Record Period, we have completed successful deployments for several global +industrial leaders. In the Netherlands, our intelligent forklifts are deployed at a Philips facility, where +they automate rack transfers, enhance warehouse efficiency and reduce manual labor requirements. For +Schneider Electric, we facilitated a smart factory upgrade through our Resource Dispatching System +(“RDS”), which allocates tasks in real time and coordinates robot movement, thereby contributing to +significant expected annual cost savings. With FAW-V olkswagen, we entered into a strategic partnership +to supply SRC series control systems for robotic development within its engine plant as part of its +broader digital transformation efforts. These projects reflect our ability to address sophisticated +industrial demands and reinforce our leadership in the global intelligent robot industry. +BUSINESS +– 124 – + + +--- page 133 --- +Seasoned Management with Technical Expertise over 15 Y ears and Market Insights +Our management team brings extensive experience in intelligent robots blending deep technical +knowledge with market foresight. Mr. Zhao, our founder and chief executive officer, holds a bachelor’s +degree in electronic information engineering and a master’s degree in control science and engineering, +both from Zhejiang University. He led the university’s team to two victories in 2013 and 2014 at the +RoboCup World Championship in robotic football. His experience spans system architecture and deep +learning, with a profound background across hardware and software systems. Mr. Zhao has been +recognized among Zhejiang University’s most influential alumni and has received honors including the +Shanghai Emerging Industry Talent and the Mingzhu Leading Talent Award for Pudong New Area. +Mr. Ye Yangsheng, our co-founder and head of product research and development, holds a +bachelor’s degree in control science and engineering (automation) and master’s degree in industrial +design engineering from Zhejiang University. He has extensive experience in robotic system +architecture, machine learning, task scheduling and software development. +Ms. Ding Xia, our head of strategy and marketing, holds a master’s degree from Soochow +University and is an EMBA candidate at China Europe International Business School. Prior to joining +our company, she served as an investment director at ECOV ACS Robotics (603486.SH) and a general +manager of the X-MAN Accelerator, where she gained broad exposure to both capital operations and +commercialization in robotics. +Our management team is among the most experienced and pioneering in China’s intelligent robot +industry. With a deep understanding of industry trends and potential opportunities, they have crafted a +long-term vision underpinned by an agile organizational model. Our management team makes decisions +based on real-time operational data, which allows them to quickly adjust to market changes and meet +customer demands. Their leadership in technology, business strategy and supplier networks fuels the +development of a scalable, globally competitive intelligent robotics company. +OUR STRATEGIES +Continue R&D Efforts to Drive Robotics Innovation +We intend to continue to invest in the development of robotic technologies, strengthening our +technological leadership and competitiveness. Our commitment to innovation is evident in the following +key initiatives. +Advance AI Technology +We are focused on advancing AI technology to drive our core competitiveness in the long run. Our +R&D efforts in AI are focused on the integration and application of multimodal models — combining +large language models and visual models — within robots with an aim to advance robots from task +execution to cognitive intelligence. Through our investments in AI technology, we are committed to +developing robots with autonomous decision-making and natural interaction capabilities, ultimately +realizing the possibility of achieving artificial general intelligence (“ AGI”). +As the robot industry advances into the R3.0 generation, we aim to lead the development of the +“robot brain” by leveraging our wealth of cross-scenario data and AI technology. We believe the +integration of software for different robot types and the consolidation of control systems into a single +framework provides a clear development path for the intelligent robot industry. +Enhance Intelligent Robot Infrastructure +We are building the foundational infrastructure and an end-to-end toolchain that will support the +development of the entire intelligent robot industry. We are investing in a highly reliable, easy-to-use +and adaptable toolchain that simplifies robot development and deployment for end customers. We aim +to make deployment intuitive and quick, offering an “out-of-the-box” experience even for robot users +without specialized training. By establishing industry benchmarks, we aim to simplify the acquisition +BUSINESS +– 125 – + + +--- page 134 --- +process, foster widespread growth, and create a de facto standard that shapes industry practices, which +will expand access to intelligent robots and unlock new opportunities for component suppliers, +integrators and end customers throughout the robotics value chain. +Our efforts center around scaling the deployment of our robotic controllers and expanding our +customer base. With key infrastructure such as the Nebula system, our end-to-end development +toolchain and a data repository, we are strengthening network effects and enhancing our value as robot +adoption grows. +Advance Embodied AI +We are committed to advancing core technologies for humanoid, bipedal, quadruped and wheeled +robots to establish a strong foundation in the field of embodied AI. Our R&D investments in embodied +AI are focused on enhancing the robot’s ability to operate in complex environments in the real world. +We achieved initial commercialization of embodied intelligent robots by beginning to receive customer +orders for our wheeled humanoid robots in April 2025. We aspire to advance human−robot collaboration +that combines perception, decision-making and execution, which enables future factories to operate as +interconnected systems of intelligent robots working side by side with humans to solve real-world +challenges. +By integrating interdisciplinary technologies, we aim to broaden robot applications from basic +material handling to higher-value industrial tasks, including intelligent manufacturing and precision +assembly. We plan to support this expansion through investment in our multifunctional center that +integrates R&D, operation, assembly and testing functions, as well as acquisitions of and investments in +enterprises in the upstream and downstream segments of the robotics value chain. We believe that our +first-mover advantage in this arena will create a deep AI moat and market advantages to reinforce our +competitive edge. +Build a Collaborative and Inclusive Robotics Ecosystem for Industry-wide Innovation +We are building an open and diversified robotics ecosystem to foster long-term collaboration +within the robotics value chain. Our platform connects hardware, software, application scenarios and +operational services into a unified framework, which enables the expansion of robot and service model +diversity while providing full-spectrum support for our partners. +Through cross-sector collaboration, we are exploring how robots can accelerate innovation in +various industries, including retail, healthcare, education, security and general services, which will +create solutions catering to distinct operational needs and promote the widespread adoption of robotics +across industries and use cases. By developing intelligent, sustainable solutions engineered for specific +sectors, we contribute to industrial transformation and social advancement. +We believe a strong, inclusive platform is key to driving industry-wide adoption and innovation. +To achieve this, we focus on strengthening the ecosystem surrounding our “robot brain” through +in-house developed products and services. We intend to pursue strategic investments and incubation +opportunities to empower the growth of emerging companies, particularly in fields such as sensing +systems, execution systems and integration solutions, which will foster deeper collaboration within the +ecosystem and accelerate its evolution. +Expand Our Product Portfolio and Market Presence +We are focused on expanding our product portfolio, transitioning from AMRs to embodied intelligent +robots, with a particular emphasis on humanoid, bipedal and quadruped robots. This strategic shift aligns with +the R3.0 generation of the robot industry, and we aspire to capitalize on emerging opportunities. For instance, +our wheeled humanoid robot, equipped with the SRC-5000 controller, panoramic cameras, 3D sensors and a +semantic segmentation model, supports multimodal perception, semantic understanding and sophisticated task +execution. Utilizing multiple cameras, the robot’s visual SLAM system allows for real-time mapping and +precise location pinpointing. Additionally, our proprietary visual-language mapping and VLA enable robots to +BUSINESS +– 126 – + + +--- page 135 --- +understand natural language, identify target positions and perform intricate tasks with +high-generalization capabilities. By deepening our involvement in the field of embodied AI, we aim to +solidify our leadership position and accelerate the widespread adoption of humanoid robots in various +industries. +We will continue to reinforce our market position in the industrial scenarios such as automation +equipment, 3C and new energy. At the same time, we are expanding into high-potential verticals, +including automotive, semiconductors and construction machinery. Our strategic push will diversify our +portfolio and increase our market share in rapidly growing sectors. To support these initiatives, we plan +to establish a multifunctional center for research and development, operation, assembly and testing, +which will enhance our ability to develop and scale intelligent robots. +Broaden Geographic Presence and Enhance Customer Support +We will continue to expand our global business to support customers in the intelligent and +unmanned transformation of their factories worldwide, while enhancing the global influence of our +brand. Our global strategy focuses on optimizing supply chain, sales and services based on specific +market demands and efficiency from a global perspective. We will focus on high-growth regions and +flagship customers, accelerate our penetration in Europe and North America as well as emerging +markets. Specifically, we plan to further strengthen our presence in markets such as the United States, +Germany, Japan, and Thailand. Our initial focus will be on building a global sales and service network. +Next, we will gradually develop localized supply chain systems in key markets. Finally, we will +establish localized product and R&D teams in major markets to better address the unique needs of +customers in those areas. +To enhance customer service experiences in China and globally, we will continue to enhance and +refine our operations and backend systems for intelligent robots while expanding our global after-sales +service network. By addressing obstacles to robot maintenance and after-sales support, we aim to +improve overall service efficiency. Simultaneously, we will optimize sales processes to reduce customer +response times and improve service quality, creating a more effective global customer support system. +Develop a Global Talent Network for Innovation and Growth +Talent is a cornerstone of our long-term development. By attracting, nurturing and retaining top +talent worldwide, we aim to build a robust team that drives ongoing progress. Our efforts will prioritize +recruiting leading technical experts, particularly in critical areas such as AI and robotic control. +Through a diverse, international research and development team, we will foster technological +advancements and sustain our competitive position within the industry. +As we expand globally, we will focus on local talent development and encourage collaboration +among international teams to form a global talent network. By implementing cross-cultural teamwork +practices, we will harness intellectual resources from various geographies, thereby enhancing our +competitiveness in international markets. +To drive long-term growth, we will enhance our incentive programs, including stock options, to +enable key personnel to share in our success and foster a strong sense of team cohesion. Our +transparent performance evaluation system will offer clear career development paths and growth +opportunities and motivate employees to realize their full creative potential and contribute with +enthusiasm. +OUR PLATFORM +We enable one-stop development, acquisition and use of intelligent robots across real-world +scenarios and throughout the entire robotics lifecycle. Our platform is underpinned by a suite of tools, +guidance materials and development resources, including our Nebula system, toolchain, technical +knowledge base and a curated library of industry use cases. Together, they contribute to streamlined and +user-friendly robot development experiences. +BUSINESS +– 127 – + + +--- page 136 --- +We operate in multiple segments along the industry value chain, encompassing component +development, design and development of robots and development of algorithms and software. In +addition to technical support, we offer a comprehensive product matrix spanning advanced robotic +controllers, robots, software and accessories, all designed for smooth integration, flexible configuration +and instant use. Backed by a reliable end-to-end supply chain, these off-the-shelf products enable +customers to assemble robots and scale robotic solutions in line with their operational requirements. +Whether customers are building robots from the ground up, sourcing ready-to-deploy models or +managing large-scale robot fleets, we are able to offer full-spectrum support. +Easy Development +We are committed to enabling our customers to build customized robots with ease, regardless of +their technical expertise or business size. Our platform offers a full suite of development tools and +resources, centered around four core pillars: + Robotic controller as the robot brain. Our SRC series robotic controllers function as the +robot brain, pre-integrated with core modules such as perception, positioning, +decision-making and motion control. Designed for general-purpose use and ease of +integration, our controllers are compatible with hundreds of components and enable +deployment across various application scenarios and industries. + Toolchain consisting of software such as Roboshop and Robocare. Our development +toolchain, including Roboshop and Robocare, streamlines the full development, operation +and maintenance cycle. Roboshop consolidates key workflows into a single intuitive +interface, effectively shortening development cycles. Robocare supports post-deployment +operations and maintenance through visualized log management, automated issue detection +and diagnostic tools. + Broad component compatibility. Our platform supports more than 400 component types, +giving customers the freedom to configure hardware based on functional requirements and +assemble robotic systems in a modular manner like building blocks. + Comprehensive knowledge base. Our platform provides a multilingual library of technical +documentation, frequently asked questions and case studies across over 20 sectors. Even if +customers are new to robotics, they can access step-by-step guidance during the development +process. +Easy Acquisition +We lower the barrier to robot acquisition through an integrated ecosystem that simplifies robot +selection, configuration and procurement. Built upon our robotic control system, our platform enables +customers to acquire their ideal robots without grappling with complex supply chains. + Nebula system. Our Nebula system curates a catalog of over 1,000 ready-to-deploy robot +models across diverse categories. With its user-friendly interface, customers input their +desired functions, components and design preferences. The system then instantly provides +detailed information of the optimal robot model, including pricing, lead times and full +lifecycle information, enabling informed decision-making and seamless procurement. + Robust supply chain capabilities. Our platform is supported by a mature and resilient supply +chain. We collaborate with component suppliers to secure stable access to over 400 +component types. In addition, we focus on the design and development of robots, and +partner with third-party manufacturers to produce high-quality robots that satisfy diverse +demands from our customers and deliver in a timely manner. Our supply chain management +system enables real-time coordination of inventory, logistics and production schedules, +ensuring faster delivery and reduced costs. +BUSINESS +– 128 – + + +--- page 137 --- +Easy Use +We make operating and managing robots simple with our software suite, particularly the M4 smart +scheduling and management system and the Meta series of visualization software. The software +supports end-to-end digital management from mission planning, project simulation and intelligent +scheduling to decision-making and human−robot interaction. + M4 smart scheduling and management system improves robot responsiveness. Our M4 smart +scheduling and management system unifies fleet management, warehouse control, and +warehouse management into a single system, providing all-in-one solutions to satisfy +customers’ diverse business needs. Featuring high-flexibility and low-code customization, +M4 enables customers to tailor workflows and interfaces to specific demands. + Meta series of visualization software simplifies robot monitoring and management. Powered +by 3D rendering and digital twin technologies, our Meta series of visualization software +delivers a real-time digital representation of real-world layouts and robot movements. +Customers are able to monitor robot status, task progress and inventory information within a +visual interface, which provides clear and real-time oversight. +Our platform unifies advanced technologies, practical tools and comprehensive resource that +support the full cycle of intelligent robots from development and acquisition to day-to-day use. By +lowering technical and operational barriers, it empowers customers across over 20 sectors to access and +benefit from robotics. +The following chart sets forth business collaboration flows among our customers, suppliers and +us. It generally takes approximately 100 days, 20 days, 130 days and 40 days from order placement to +acceptance for robots, robotic controllers, software and accessories, respectively. +Company- +responsible steps +Supplier- +responsible steps + Fund flow +Product +and service +flow +Integrators/End CustomersCustomers +6XUJ[IZ +JKYOMT +'RMUXOZNS +YULZ]GXK +JK\KRUVSKTZ +7[GROZ_ +OTYVKIZOUT +3GT[LGIZ[XOTM + 'YYKSHR_ +GTJZKYZ +7[GROZ_ +OTYVKIZOUT +6XUJ[IZ +JKYOMT ++TMOTKKXOTM +YUR[ZOUT +3KINGTOIGR +JKYOMT +8UHUZ HUJ_ +SGT[LGIZ[XOTM +'YYKSHR_ +GTJ ZKYZ +.GXJ]GXK +JKYOMT +/TJ[YZXOGR +JKYOMT +Robotic Controllers Robots Integrating SRC Series Controllers +:KYZ +6XUJ[IZ +JKYOMT +9ULZ]GXK +'RMUXOZNS +JK\KRUVSKTZ +Software +2O*'8IGSKXGGTJ +UZNKXIUSVUTKTZYSuppliers +Accessories +Provision of products +6GXGSKZKX +JKLOTOZOUT +)USVGZOHOROZ_ +UVZOSO`GZOUT +Payment +Sales of +products +Provide +manufacturing +services or +components +Payment +Manufacturing ServicesManufacturing Services +7[GROZ_ +OTYVKIZOUT +BUSINESS +– 129 – + + +--- page 138 --- +OUR PRODUCTS +We offer robotic controllers, robots integrating our SRC series controllers, software, and various +accessories through our platform. The following table sets forth a breakdown of our revenue by product +offerings for the years indicated: +For the Y ear Ended December 31, +2023 2024 2025 +Amount % Amount % Amount % +(RMB in thousands, except for percentages) +Robots .................. 148,667 59.8 235,763 69.5 299,911 67.9 +Robotic controllers ........... 66,059 26.5 57,413 16.9 85,165 19.3 +Software ................. 16,530 6.6 20,297 6.0 23,414 5.3 +Accessories (1) .............. 17,767 7.1 25,850 7.6 33,387 7.5 +Total ................... 249,023 100.0 339,323 100.0 441,877 100.0 +Note: +(1) Consists primarily of LiDARs, cameras and motors. +Robotic Controllers +We began our journey in the intelligent robot industry with a dedicated focus on developing +advanced robotic controllers, laying the technical foundation for our industry leadership. Our robotic +controllers are standardized products, playing a pivotal role in orchestrating robots’ core functions, +including perception, positioning, decision-making and motion control, enabling robots to respond +efficiently to complex real-world tasks. In 2023, 2024 and 2025, we sold 2,553, 4,055 and 7,924 robotic +controllers as standalone products, respectively. We believe our controllers outperform competing +products in the following key areas: + The robot brain. Our robotic controllers function as the brain of intelligent robots, +processing environmental data, interpreting sensory input and making decisions. They also +manage whole-body coordination, path planning and motion control. This integrated control +system empowers robots to perceive, decide and act seamlessly, delivering stable, adaptive +and intelligent performance across dynamic environments. + Industrial-grade architecture and performance. Our controllers adopt a multi-core +heterogeneous architecture and high-performance processors delivering real-time +responsiveness, powerful computing and stable performance in complex industrial +environments. This architecture supports modular scalability, robust safety features and +broad compatibility, making it adaptable to a wide range of applications. + Plug-and-play design for instant use. Designed for ease of use, our controllers are +compatible with over 400 types of components, including sensors and actuators. Supporting +multiple industrial bus protocols, our controllers enable customers to assemble and configure +robots as easy as building blocks. Our controllers support rapid setup and deployment for +different types of robots, which enable flexible adaption to varied scenarios. + Broad compatibility. Our robotic controllers are designed with open architecture and flexible +integration capabilities, enabling seamless compatibility with third-party software. Through +open application programming interface (“ API”), Python-based scripting and Codesys +plugins, our controllers can be connected with external scheduling or management software. +They also support multiple protocols including Modbus TCP and RTU and feature +transparent transmission scripting for connectivity with external devices. In addition, +customers are able to operate the robots via their own local area network, without +continuous connection to our proprietary operating system. +BUSINESS +– 130 – + + +--- page 139 --- +Robotic Controllers by Product Series +The following table sets forth an overview of our robotic controllers with different technical +requirements, supporting a wide spectrum of robotics use scenarios: +SRC-880 Series SRC-1000 Series SRC-2000 Series SRC-3000 Series SRC-5000 Series +Product Image +Positioning Entry-level controller for +differential wheeled robots +Cost-effective controller for +forklifts and +dual-steering-wheel robot +High-performance +general-purpose controller +Functional safety robotic +controller +Controller integrating +embodied AI +Navigation Mode (1) QR code, 2D SLAM 2D SLAM, 3D SLAM 2D SLAM, 3D SLAM and +RTK +2D SLAM, 3D SLAM, +RTK +3D SLAM, VSLAM and +end-to-end navigation +Sensor Support (2) Two LiDARs, and one 3D +obstacle avoidance camera +Three LiDARs, one 3D +obstacle avoidance camera +and one 3D recognition +camera +Four LiDARs, one 3D +obstacle avoidance camera +and one 3D recognition +camera +Three LiDARs, one 3D +obstacle avoidance camera +and one 3D recognition +camera +Five LiDARs, one 3D +obstacle avoidance camera, +one 3D recognition camera +and three VSLAM cameras +Certifications (3) CE-LVD, CE-EMC, ETL (4) CE-LVD, CE-EMC, ETL (4) CE-EMC CE-RED, CE-LVD, +CE-MD, ETL (4), FCC (5) +CE-LVD, CE-EMC +Maximum motors +supported (6) +4 8 8 12 64 +EtherCAT (7) / / +Notes: +(1) The type of navigation determines the controller’s adaptability to different environments. For instance, QR code-based +navigation requires environmental changes, such as placing QR markers on the ground. 3D SLAM offers stronger +adaptability to dynamic environments as compared to 2D SLAM. RTK supports high-precision navigation in outdoor +settings, while VSLAM enables automatic map updates in fully dynamic environments. End-to-end navigation is built on +semantic understanding of the environment and enables intelligent and path-free movement. +(2) The number and type of LiDARs and cameras directly determines the robot’s perception range and object recognition +capabilities. For example, the SRC-5000 series controller is equipped with five LiDAR units and three VSLAM cameras to +build multidimensional semantic maps and support dynamic obstacle avoidance and task planning. The SRC-2000 series +controller supports four LiDARs and two 3D cameras for nearly 360° perception, ensuring navigation safety and enabling +visual target recognition. The SRC-880 series controller features a “two LiDARs + one camera” configuration for basic +obstacle avoidance, balancing cost and functionality. +(3) The SRC-3000 series controller is among the first controllers globally to obtain CE-MD certification. It features full +integration of safety modules and core control system and supports dynamic safety zone management. The variance in +safety certifications across various robotic controllers is primarily attributable to different regulatory requirements in the +respective target markets. Functional safety certification is a prerequisite for sales in Europe. +(4) Electrical Testing Laboratories mark, proof of product compliance to North American safety standards. +(5) Federal Communications Commission certification, a compulsory certification indicating that a product complies with +Federal Communications Commission requirements and gain access to the U.S. market. +(6) The number of motors supported determines how many actuators a controller can manage. The SRC-5000 series robotic +controller supports up to 64 drivers, suitable for complex robots with a higher level of degree of freedom. The SRC-2000 +series controller supports up to eight drivers, supporting most robot models, while the SRC-880 series controller supports +four drivers and is designed for simpler differential-drive robots. +(7) EtherCAT capability allows for high-precision and real-time communication and coordination between different +components of robotic controllers with a 1 ms controller cycle and a 250 µs synchronization cycle. It enables compatibility +with higher-performance drivers, enhances motion control, and simplifies internal electrical architecture. Controllers not +supporting EtherCAT offer relatively lower levels of real-time responsiveness and motion control precision. +Robots +We focus on the R&D and design of our robots and work closely with third-party manufacturers to +support on-schedule delivery and reliable product quality. Built on our SRC series controllers, our +robots offer a high degree of flexibility, allowing customers to customize features such as navigation +mode, cameras, sensors, battery and payload. Built-in interfaces also support the connection of various +BUSINESS +– 131 – + + +--- page 140 --- +external devices, enabling adaptation to diverse applications. Over the years, we have developed an +extensive portfolio of robot models to meet the complex and evolving demands for intelligent +automation. Our robots have been adopted by global customers across more than 20 industries, +including 3C, automotive, automation equipment, new energy, semiconductors, construction machinery +and biopharmaceuticals, which reflects the breadth of our application capabilities. In 2023, 2024 and +2025, we sold 1,229, 2,576 and 3,168 robots fitted with our SRC series robotic controllers, respectively. +The key features of our robots include: + Comprehensive and modular design . We have deployed over 2,000 robot models which cover +all mainstream types and use cases. Each model is built on a modular architecture, enabling +customers to easily adjust parameters such as size, payload and functions to fit their specific +needs. The modular design simplifies robot configuration and acquisition, making them +readily accessible and scalable across diverse use cases. + Reliable navigation and positioning functions . Our robots support multiple positioning and +navigation technologies, including SLAM, 3D feature positioning and VSLAM. Even in +highly variable environments, they are able to move accurately and stably by using natural +features for spatial recognition. These capabilities deliver reliable performance in real-world +scenarios and support steady and smooth operations in challenging and dynamic +environments. + Fleet-wide collaboration . Empowered by our SRC series controllers and software, different +robot models can seamlessly interoperate within the same scenario. Customers can manage +multiple robots in parallel, which raises operational efficiency and reduces cost of +automation. + Advanced safety standards and certifications . Safety remains central to our robot design. All +robot models are equipped with industrial-grade sensors and intelligent safety algorithms for +obstacle recognition, emergency stop and dynamic security zone management. Many of our +robots are certified under international recognized standards, such as CE marking and ISO +3691-4. + High extensibility . Our robots support flexible secondary development through scripting and +protocol-level customization. With access to over 400 component types, customers can +expand robot functionality with our toolchain, adapt robots to specific needs and seamlessly +integrate robots into existing enterprise systems. +Key Product List of Robots +Lifting Robots +Our lifting robots are designed for high-intensity material handling and +transportation in flexible manufacturing and warehousing environments. Our +product portfolio includes standard, omnidirectional and ultra-thin lifting +robots, supporting payloads from 150 kg to 30 tons. They offer modular +configurations, high-precision positioning accuracy of up to ±5 mm and +extended operational runtimes. It achieves 360° protection with LiDAR and 3D +cameras and obtained CE certification and SGS TÜV SAAR functional safety +certification. +Intelligent Forklifts +Designed for autonomous transportation of materials, our intelligent forklifts are able to recognize +a variety of pallets, racks and cages, enabling load and unload with high precision. With multi-mode +navigation that delivers positioning accuracy of up to ±10 mm, our intelligent forklifts adapt seamlessly +to complex warehouses, production lines and outbound scenarios. They are equipped with +BUSINESS +– 132 – + + +--- page 141 --- +comprehensive safety features, including LiDAR, 3D cameras and proximity sensors to ensure 360° +protection. The following table sets forth the specifications of some of our most popular intelligent +forklift models. +Pallet Trucks Stacker Forklifts Counterbalanced Forklifts +Use scenarios ....... Flat transportation of stringer +pallets +Vertical stacking and +transportation of stringer +pallets +Vertical stacking and +transportation of stringer and +block pallets +Navigation ........ SLAM SLAM SLAM +Lifting heights ...... 70 ~ 230 mm 1,600 ~ 3,000 mm 3,000 ~ 4,000 mm +Turning radius ...... Small Medium Large +Load capacities ..... 300 ~ 3,000 kg 1,400 ~ 2,000 kg 1,000 ~ 3,000 kg +Incline .......... <3% ~ <5% <5% <3% ~ <5% +Carton Transfer Autonomous Robots +Designed for efficient carton transportation in warehouses and along +production lines, our carton transfer autonomous robots are able to recognize a +variety of cartons with high precision. With dual front and rear LiDAR for +comprehensive safety protection and robust passability, our carton transfer +autonomous robots ensure stable performance in demanding settings. The +number and color of carton racks can be flexibly customized, making them +suitable for a wide range of scenarios. +Cleaning Robots +Tailored for industrial environments, our cleaning robots deliver powerful +cleaning performance through fully automated operations. These robots +autonomously complete charging, water refilling and waste discharge, +minimizing manual intervention. Equipped with high-power motors, they can +navigate slopes of up to 8°, detect obstacles up to 30 meters away and operate +effectively on both hard and software surfaces. With a compact design and +minimum passable width of just 900 mm, they are ideally suited for factory +floors, production workshops, logistics hubs and warehouse cleaning. +All-Terrain Robots +Engineered for indoor and outdoor operations across complex terrains, our +all-terrain robots are equipped with independent suspension systems for +enhanced stability and smooth navigation under demanding conditions. With +omnidirectional four-wheel drive, they effortlessly traverse slopes of up to 15°, +while achieving precise positioning accuracy o f ± 2 cm. Multiple onboard +sensors provide 360° safety coverage. With water and dust resistance +capabilities, they perform reliably in harsh environments. The all-terrain robots +support rapid battery swapping with up to eight hours of runtime. Designed for +versatility, they can support applications scenarios such as material transport +and autonomous inspection. +BUSINESS +– 133 – + + +--- page 142 --- +New Business Initiatives +To strengthen our leadership in the intelligent robot industry and capture emerging opportunities, +we are actively expanding into new product categories that complement our existing product lines. As +part of our new business initiatives, we have launched three robot models: wheeled humanoid robots, +legged robots and embodied intelligent forklifts. While still in the early stages of commercialization, +these models target rising demand for flexible and intelligent robots in increasingly complex and +dynamic use scenarios. +Wheeled Humanoid Robots +Powered by our advanced SRC-5000 series robotic controller, our wheeled humanoid robots offer +high reliability and high-generalization capability. With intelligent material recognition and task-level +grasping functions, they are able to perform complex tasks such as loading and unloading, sorting, +maintenance and transportation. In addition, our wheeled humanoid robots feature 20+ degrees of +freedom, dual-arm payload capacity of up to 25 kg, total body load capacity exceeding 100 kg, and a +vertical lift range up to 40 cm. They are built with full-body sensor coverage for safety, dual-battery +systems for extended runtime and coordination capabilities for multi-robot operation, allowing them to +adapt to high-intensity environments with consistent performance. +Legged Robots +Our legged robots offer high mobility and intelligence, integrating 3D autonomous navigation, +teleoperation capability and advanced embodied AI technologies. With our toolchain, customers can +quickly develop and deploy legged robots. Their active disturbance rejection algorithms, based on +reinforcement learning, allow them to maintain balance even in rough terrain or unpredictable +environments. These features make them well-suited for a wide range of scenarios, including education +and research, autonomous inspections and outdoor operations. +Legged Robots in Different Execution Modes +BUSINESS +– 134 – + + +--- page 143 --- +Embodied Intelligent Forklifts +Our embodied intelligent forklifts are powered by our latest SRC-5000 series robotic controller, +delivering a new level of generalization and intelligence to robotic systems. Through multi-layer +semantic mapping, our embodied intelligent forklifts interpret task instructions and complete actions +through natural language interactions. VLA and end-to-end navigation models enable the forklifts to +avoid obstacles, navigate freely and execute complex tasks across different scenarios and environments. +With rule-free control, customers can quickly configure and deploy the forklifts. The embodied +intelligent forklifts make a significant advancement in perception, decision-making and execution, and +deliver consistently adaptable performance in real-world applications. +Embodied Intelligent Forklift from Different Angles +These new initiatives reflect our continued investment in R&D and our ability to bring highly +adaptable intelligent robots to the market. With a comprehensive and evolving robot portfolio, we are +well-positioned to serve evolving demands from customers across industrial sectors. +Software +Our software suite is built to simplify the deployment, coordination and management of robots +across a wide range of industrial scenarios. With a strong focus on scalability and ease of use, this suite +lowers the technical barriers to automation, whether for a single robot or a large robot fleet, and helps +customers capture the full value of robotic automation. Within this suite, we currently charge service +fees and primarily generate revenue from three software series: the M4 smart scheduling and +management system, the Meta series of visualization software, and RDS. While the software is +available for standalone purchase, customers generally acquire software together with our robotic +controllers or robots, since it is designed for seamless integration with our proprietary products. Our +software is also compatible with third-party robots that are equipped with our SRC series controllers. In +2023, 2024 and 2025, the sales volume of our software amounted to 668, 701 and 759, respectively. +M4 Smart Scheduling and Management System +Our M4 smart scheduling and management system is an integrated system developed for +warehousing and logistics automation, primarily used by customers’ automation engineers and other +technical personnel. By unifying dispatching and business operations, it supports coordinated +management across diverse warehouse scenarios, including single robot deployment, robot fleet +coordination and warehouse management. The M4 smart scheduling and management system supports +intelligent task assignment, route planning, traffic control and inventory management, allowing +enterprises to improve automation efficiency and streamline warehouse operations. + M4 QuickGo. M4 QuickGo is a lightweight intelligent dispatching system designed for +single-robot scheduling without complex traffic management requirements. Designed to +enhance operational agility, it allows customers to monitor robot status and assign tasks in +real time via smart devices such as smartphones, tablets and computers, without the need to +deploy servers. It supports open-loop motion control, adjustable speed settings, and +mechanism-specific actions, such as lifting, loading and unloading, for various robot types +such as intelligent forklifts, lifting robots and carton transfer autonomous robots. +BUSINESS +– 135 – + + +--- page 144 --- +M4 QuickGo is pre-installed on our SRC series controllers and is compatible with all of our +robot models. It is particularly suited for single-robot control, offline environments and +material loading and unloading, offering an accessible yet powerful solution for various +industrial settings. +Interface for Single-Robot Intelligent Dispatching + M4 QuickStore. M4 QuickStore is a warehouse and logistics distribution management system +designed to support intelligent robot-assisted automation. Seamlessly integrating WMS and +WCS functionalities, it enables full-process material flow management across inbound, +storage, transfer and outbound tasks. Its operation and maintenance dashboards visualize +inventory, task statuses and robot actions in real time. Leveraging AI-driven operational +optimization algorithms, M4 QuickStore optimizes storage, sorting and outbound processes +based on parameters such as batch, frequency, inventory level and order priority. The system +supports both fully automated and hybrid human−robot operations and leverages real-time +perception and navigation capabilities for intelligent material handling. With cross-platform +support for mobile and industrial terminals and compatibility with all robot models equipped +with our SRC series controllers, M4 QuickStore enhances logistics responsiveness and +delivers a comprehensive warehouse-to-distribution automation solution. +BUSINESS +– 136 – + + +--- page 145 --- +Interface for Intelligent Warehouse Management + M4 QuickFleet . Based on our existing RDS software, we developed M4 QuickFleet, a +new-generation multi-robot dispatching system designed for efficient coordination among +various types of robots in dynamic industrial settings. It retains all the functions of RDS +while delivering upgrades in performance. M4 QuickFleet supports AI-driven task +assignment, globally optimized path planning, traffic control, deadlock avoidance, dynamic +order batching, automated charging and cross-floor scheduling. Leveraging intelligent +multi-agent collaboration algorithms, M4 QuickFleet enables seamless multi-robot operation +across multiple areas and floors, ensuring smooth traffic flow and task continuity even under +high-congestion scenarios. It also features a robust script-based extension mechanism for +deep integration with third-party factory equipment, such as elevators, automatic doors and +PLC systems. Fully compatible with robots equipped with our SRC series controllers, +including humanoid wheeled robots, legged robots, and intelligent forklift, M4 QuickFleet +enhances scalability and responsiveness for automated logistics and production +environments. +Interface for Multi-Robot Intelligent Dispatching +BUSINESS +– 137 – + + +--- page 146 --- +Meta Series of Visualization Software +We offer a comprehensive visualization software suite, including Meta-Map, Meta-Map Pro, and +Meta-World, designed to recreate real-world industrial environments in a virtual space using advanced +2D and 3D modeling and rendering technologies, and primarily used by customers’ automation +engineers and other technical personnel. These tools enable customers to gain holistic operational +visibility and support them to make informed and data-driven decisions by replicating accurate +representation of physical settings. + Meta-Map. Meta-Map is an industrial-grade 2D visualization software designed to replicate +factory layouts and monitor robotic operations across complex environments. Based on data +imported from our SRC series controllers, Meta-Map provides intuitive visual +representations of robot statuses, movement trajectories and material or inventory locations. +It features interactive functions such as map scaling, multi-screen display, floor switching, +and area positioning to support dynamic monitoring needs. Meta-Map highlights abnormal +events with alerts and diagnostic information. It also offers standard data visualization tools, +including pie charts, bar graphs, and trend lines, to illustrate robot utilization, task efficiency +and faults. Compatible with various standard industrial communication protocols and with +minimum hardware requirement, Meta-Map can be flexibly deployed in both our proprietary +robots or third-party devices to enable cost-effective robot management. + Meta-Map Pro. Meta-Map Pro advances factory visualization through 2.5D mapping +technologies that offer a more detailed and layered representation of facility layouts. +Integrating real-time data from our SRC series controllers, it visualizes robot movements, +task execution and on-site status across various floors and zones with enhanced spatial +awareness. The software enables customers to monitor robot operations with high precision, +quickly identify and respond to abnormal conditions and maintain high efficiency in complex +industrial environments. +BUSINESS +– 138 – + + +--- page 147 --- + Meta-World. Meta-World leverages advanced 3D modeling and digital twin technologies to +create an immersive replica of real-world factory environments. It synchronizes in real time +with physical conditions, including robot tasks, inventory positions and equipment status, +enabling large-screen visualization and swift diagnosis of abnormal issues. Through +high-precision 3D rendering, it offers an immersive interface, allowing customers to virtually +navigate the facility, monitor robot trajectories and material flow and analyze operational +data such as task progress and execution efficiency. Seamlessly compatible with robots +equipped with our SRC series controllers, Meta-World supports digital management of +factories. +Resource Dispatching System +Our RDS is a resource dispatching platform that enables unified scheduling and coordination +across multiple robot types, zones and automation equipment such as elevators, conveyor lines and +stackers. Designed for complex industrial environments and primarily used by customers’ automation +BUSINESS +– 139 – + + +--- page 148 --- +engineers and other technical personnel, RDS supports real-time task scheduling, path planning and +dynamic traffic control. It enhances resource dispatching efficiency through ride-sharing and task +pre-assignment mechanisms. Fully integrated with robots equipped with our SRC series controllers, +RDS enables real-time decision-making and execution based on robots’ perception. It works seamlessly +with Roboshop and Meta series of visualization software to support immersive monitoring and +management of factories. +Together, this powerful software suite forms an integrated digital backbone that works seamlessly +with our robotic controllers and robots. It enables customers to efficiently plan, operate, and scale +intelligent robotic operations across their factories. With strong compatibility and adaptability, the +software allows customers to respond quickly to dynamic business operations, enhance efficiency, and +realize advanced automation. +Case Study +Company X is a prominent player in the new energy materials sector, specializing in +lithium-ion battery R&D and full lifecycle management of power batteries. To strengthen its market +leadership, Company X established a disassembly line capable of processing used vehicle power +batteries. However, Company X faced growing operational challenges stemming from traditional +manual workflows, particularly in managing the complexity and scale of its disassembly and +warehousing operations. In 2023, Company X partnered with us to implement a comprehensive +automation solution comprising 27 intelligent robots, including lifting robots and intelligent forklifts, +supported by a fully integrated software suite. This collaboration enabled end-to-end automation and +significantly improved operational efficiency. +Our software played a critical role in this transformation: + M4 QuickStore was seamlessly integrated with Company X’s manufacturing execution +system to deliver unified management of warehousing, logistics and production. Through +dynamic storage allocation and intelligent task dispatching, customers coordinate key +processes such as raw material inbounding, disassembly operations and product sorting +with M4 QuickStore. + Meta-Map delivers real-time transparency into robot status and task execution via an +interactive data dashboard, supporting data-driven decision-making and fast response to +on-site conditions. + M4 QuickFleet enables intelligent scheduling and coordination across diverse robot +models through deep integration with our SRC series robotic controllers. Lifting robots +were tasked with material transfer in buffer and handover zones, while intelligent forklifts +handled pallet movements and automated stacking in sorting areas. +Key outcomes: + Efficiency and cost saving: Labor demand in material handling was largely reduced, +resulting in significant operational cost reduction. + Scalable standardization: The solution served as a replicable model for standardized +multi-robot deployment across diverse operational scenarios, supporting rollout across +other Company X’s facilities. + Technology synergy: The integration of our solutions with Company X’s self-developed, +high-performance lithium batteries expanded our robotics component library and +promoted intelligent automation. +Accessories +To enhance the functionality and adaptability of our robotic controllers and robots, we provide a +wide range of peripheral accessories, including sensors, power modules and end-effectors. Our +accessories are primarily sold to integrators and end customers for replacing and upgrading components +BUSINESS +– 140 – + + +--- page 149 --- +of existing robots. While these accessories are developed and manufactured by third parties, we incur +substantial technical costs to ensure seamless interoperability between our robotic controllers, robots +and accessories. We maintain a dedicated technical team responsible for screening, adapting and +integrating of these accessories. Customers receive accessories that are already prevalidated and are +fully compatible with our robots. In addition, we provide after-sales services for accessories, including +maintenance, replacement of accessories and upgrading on-device software drivers during the warranty +period, to help customers tailor robotic solutions adaptive to evolving operational scenarios. During the +Track Record Period, we sold 68,937, 78,919 and 255,046 accessories, respectively. +Beyond broadening application flexibility, our accessories also simplify the acquisition and use +processes. By delivering a comprehensive portfolio of ready-to-use accessories, we reduce integration +barriers, shorten lead times and streamline robot assembly, thereby strengthening our one-stop robotic +platform. +Our Major Contracts +The following table sets forth the details of our top five completed contracts in terms of sales +volume as of December 31, 2025. +Contract Products Provided Associated Technologies +Use Scenarios of the +Products Customer Background Contract Value +(RMB in thousands) +Contract A ..... Robotic controllers and +accessories +(i) AI technologies, (ii) robotic control +technologies, (iii) positioning and +navigation technologies, (iv) machine +vision technologies and (v) functional +safety technologies +Industrial factory An integrator mainly offer products for the +automobile manufacturing industry +16,996 +Contract B .... Robotic controllers, software and +accessories +(i) AI technologies, (ii) positioning and +navigation technologies, (iii) machine +vision technologies, and (iv) functional +safety technologies +Industrial factory An integrator mainly offer products for the +factory automation industry +8,138 +Contract C ..... Robotic controllers and +accessories +(i) AI technologies, (ii) robotic control +technologies, (iii) positioning and +navigation technologies, (iv) machine +vision technologies and (v) functional +safety technologies +Industrial factory An integrator mainly offer products for 3C +and new energy industries +4,988 +Contract D ..... Robotic controllers, software and +accessories +(i) AI technologies, (ii) robotic control +technologies, (iii) positioning and +navigation technologies, (iv) machine +vision technologies and (v) functional +safety technologies +Industrial factory An integrator mainly offer products for the +3C and new energy industries +3,400 +Contract E ..... Robotic controllers and +accessories +(i) AI technologies, (ii) robotic control +technologies, (iii) positioning and +navigation technologies, (iv) machine +vision technologies and (v) functional +safety technologies +Industrial factory An integrator mainly offer products for 3C +industry +2,100 +The following table sets forth the details of our top five on-going contracts in terms of sales +volume as of December 31, 2025. +Contract Products Provided Associated Technologies +Use Scenarios of the +Products Customer Background Milestone Backlog Contract Value +(in units) +(RMB in +thousands) +Contract F .... Robots and accessories (i) AI technologies, (ii) positioning and +navigation technologies, (iii) machine +vision technologies, and (iv) functional +safety technologies +Industrial factory An integrator mainly offer +products for the +manufacturing automation +industry +Partially fulfilled 787 51,300 +BUSINESS +– 141 – + + +--- page 150 --- +Contract Products Provided Associated Technologies +Use Scenarios of the +Products Customer Background Milestone Backlog Contract Value +(in units) +(RMB in +thousands) +Contract G .... Robots, software and +accessories +(i) AI technologies, (ii) positioning and +navigation technologies, (iii) machine +vision technologies, (iv) functional safety +technologies, and (v) software system +architecture +Industrial factory An integrator mainly offer +products for the textile +industry +Partially fulfilled 272 14,075 +Contract H .... Robotic controllers and +accessories +(i) AI technologies, (ii) robotic control +technologies, (iii) positioning and +navigation technologies, (iv) machine +vision technologies and (v) functional +safety technologies +Industrial factory An integrator mainly offer +products for 3C and new +energy industries +Partially fulfilled 290 6,000 +Contract I .... Robotic controllers and +accessories +(i) AI technologies, (ii) robotic control +technologies, (iii) positioning and +navigation technologies, (iv) machine +vision technologies and (v) functional +safety technologies +Industrial factory An integrator mainly offer +products for 3C and new +energy industries +Partially fulfilled 295 3,250 +Contract J .... Robotic controllers and +accessories +(i) AI technologies, (ii) robotic control +technologies, (iii) positioning and +navigation technologies, (iv) machine +vision technologies and (v) functional +safety technologies +Industrial factory An integrator mainly offer +products for 3C and new +energy industries +Partially fulfilled 194 1,980 +OUR INFRASTRUCTURE AND TOOLCHAIN +We have developed our proprietary infrastructure and toolchain to support our customers across +the entire intelligent robotic lifecycle from robot development and acquisition to use. Our key offerings +include the Nebula system, Roboshop and Robocare, each designed to reduce technical barriers, and +improve efficiency and accessibility of robotic automation. +The Nebula system serves as our infrastructure, and Roboshop, Robocare and other software +comprise our toolchain. The infrastructure and toolchain together make it easy to develop and acquire +robots and elevate customer experience across various scenarios. Integrated with our robotic controllers, +robots, software and accessories, the infrastructure and toolchain strengthen our scalability and enhance +our ability to satisfy diverse customer needs. +Nebula System +Launched in September 2024, our Nebula system is a cloud-based, one-stop digital tool designed +to address the growing complexity of customer needs and the limitations of the traditional supply chain +in the intelligent robot industry. Tailored for customers across more than 20 sectors, the Nebula system +curates a library of over 1,000 field-proven robot models selected from our more than 2,000 models +historically deployed by us, together with over 400 compatible components, enabling full-spectrum +services from model selection to deployment and maintenance. +At its core, the Nebula system features an intelligent recommendation engine powered by +advanced algorithms and extensive deployment data. Based on customers’ inputs, such as operating +environment, task complexity, payload and functional needs, it automatically matches optimal robot +models, each accompanied by detailed description. Customers can then enter a visual 3D configuration +interface, which allows them to select key modules such as sensors based on their preference, and +instantly generate a detailed specification report. This mechanism reduces the need for engineering +support and lowers the technical barriers for customers’ procurement staff and other non-technical +personnel when selecting robot models. Once configuration is completed, customers can obtain +real-time updates on production and logistics status in the Nebula system through multiple devices, +reducing project delays. +BUSINESS +– 142 – + + +--- page 151 --- +Working with our software suite, the Nebula system also enhances efficiency in robot +management. Users of M4 smart scheduling and management system may use configuration parameters +from Nebula system and 3D models generated by Meta-World for robot deployment and task +scheduling. Such data can also be imported into Roboshop for further customization via low-code tools. +The Nebula system serves as our infrastructure, working in tandem with other software to accelerate +widespread adoption of intelligent robots. +Robot Model +Library +Robot +Auto-Generated +Robot +ation of Lifting Robots +ation of Stacker Forklifts ation of +Wheeled Humanoid Robots +ation of +Carton Transfer Autonomous Robots +BUSINESS +– 143 – + + +--- page 152 --- +Roboshop +Roboshop is our proprietary one-stop robot development and deployment tool that supports robot +configuration, testing, deployment and maintenance, primarily used by customers’ automation engineers +and other technical personnel. Designed to serve robots equipped with our SRC series robotic +controllers, Roboshop integrates all essential features, including model configuration, map editing, path +planning, calibration, task scripting and real-time diagnostics, into a single interface, eliminating the +need for switching between multiple tools and significantly reducing technical barriers. +Roboshop supports drag-and-drop configuration of robot models and intuitive edit of operational +workflows via low-code scripting tools. Customers can customize over 400 types of components, +execute secondary development for specific functions and preview results in real time. Built-in +auto-calibration tools ensure deployment consistency across robots, while remote control and simulation +functions support debugging, task verification and remote monitoring through various devices. +Roboshop supports complex industrial scenarios with large-scale maps of up to 400,000 square meters. +It is compatible with multi-floor and multi-zone layouts and provides batch parameter management for +streamlined control. +Roboshop synchronizes configuration data with the M4 smart scheduling and management system, +and uses runtime data from the M4 system for diagnostics and optimization. It supports both our +proprietary robots and third-party robots integrating with SRC series controllers, accelerating robot +development. +Robot Model Editing Interface Map Editing Interface +Configuration and Control Interface for Wheeled Humanoid Robots +BUSINESS +– 144 – + + +--- page 153 --- +Robocare +Robocare is our post-deployment diagnostics and maintenance software developed to streamline +robot operation analysis and improve on-site troubleshooting efficiency, primarily used by customers’ +automation engineers and other technical personnel. Robocare supports automated issue identification, +visual playback of robot behavior, data visualization and multi-platform access, helping customers +quickly locate faults and restore operations with minimal downtime. At the core of Robocare is an +intelligent diagnostic engine that automatically analyzes robot operation logs voluntarily shared by our +customers when they encounter technical issues, and pinpoints issues, such as navigation errors, sensor +failures and task execution interruptions. Robocare generates structured reports containing causes and +recommended solutions tailored to robot models and configuration profiles, enhancing maintenance +efficiency. +Robocare features a high-resolution playback function that reconstructs the full spatial and +temporal trajectory of the robot’s actions. This visual record allows customers to trace abnormal +behavior, understand causes and evaluate robot performance in real-world environments. It also +converts key operational data, such as positioning accuracy, power usage and task completion +efficiency, into intuitive charts for performance monitoring and optimization. +Based on data stored in our SRC series controllers, including proprietary data generated from +robot operations in our testing center and in-house simulation environments, and data voluntarily shared +by customers with their consent, Robocare enables precise visualization of system performance and +helps refine control algorithms. Robocare uses configuration data from both Roboshop and the Nebula +system for analysis. Robocare’s diagnostic insights can also be fed back into Roboshop and the M4 +system to support iterative improvements of robots. +Case Study +Company Y is a major player in the electric vehicle, lithium battery and 3C electronics sectors, +with manufacturing facilities across Guangdong, Fujian and Jiangsu. Company Y had deployed +multiple robots, including lifting robots, forklifts and carton transfer autonomous robots. To address +system fragmentation, inefficient coordination and long robot development cycles, in 2023, Company +Y began working with us to establish a unified robot control infrastructure. Through the adoption of +our SRC series controllers, including the SRC-880 and SRC-2000, together with the supporting +toolchain software, Company Y was able to independently develop, deploy and manage customized +robots across its facilities. +Our software suite played a key role in this transformation: + Roboshop: With Roboshop’s drag-and-drop interface and Python-based customization +capabilities, Company Y customized parameters, navigation paths and workflows tailored +for battery workshops. + Robocare: Robocare provided automated diagnostics through a structured reporting +mechanism based on data collected by controllers. It identified root causes and suggested +resolutions for different robot types, enhancing maintenance efficiency and accuracy. +Key benefits to Company Y: + Easy management: Integration of our controllers and toolchain has enabled Company Y to +standardize robot development, deployment and maintenance across business lines, which +streamlined Company Y’s management of robots and its operations. + Scalable solution: Our solution has been extended to Company Y’s other production +bases, significantly improving deployment efficiency for new sites. + Enhanced in-house capabilities: Through our open controller architecture, Company Y has +independently developed multiple customized robots for specialized industrial use cases, +accelerating the digital transformation of its production systems. +BUSINESS +– 145 – + + +--- page 154 --- +COMMERCIALIZATION +We are seeking listing under Chapter 18C of the Listing Rules. We are primarily engaged in the design, development and commercialization +of robotic controllers, robots, software and accessories. All of our four product segments are designated Specialist Technology Products as define d +under Chapter 18C of the Listing Rules. Our Directors are of the view that our robotic controllers, robots, software and accessories fall within an +acceptable sector of a Specialist Technology Industry as defined under Chapter 18C of the Listing Rules as robotics and automation on the +following basis: (i) our robotic controllers integrate essential algorithms for perception, positioning, intelligent decision-making and motio n +control, (ii) our robots are programmable machines that exhibit intelligent behavior by using technologies such as AI, machine learning and +computer vision, (iii) our software, designed to streamline the deployment, coordination and management of robots, integrate dozens of programs +and algorithms for dispatching and factory automation, and (iv) our accessories involve the engineering of robots for the improved performance +and product compatibility in automation processes. We have adopted a transaction-based model for the sales of our products. The following table +sets forth a summary of how all of our products fall within an acceptable sector of a Specialist Technology Industry as defined under Chapter 18C +of the Listing Rules: +Specialist +Technology +Products +Specialist +Technology +Industry +Acceptable +Section Main Function Analysis +Major Customer Type and +Customer Demand Drivers +Robotic controllers Robotics and +automation (robot +technology) +Robotic controllers are the core of robot technology. Together with the software deployed in the cloud, they serve as the brain of robots, +integrating essential algorithms and executing core functions that are fundamental to the operation of intelligent robots. Our robotic +controllers integrate perception, positioning, decision-making and motion control algorithms, allowing robots to sense their environment, +determine their location, make intelligent decisions based on the input and execute precise movements. +For example, in a manufacturing setting, a robot equipped with our SRC series controllers can accurately pick and place components by +perceiving their shape and position, deciding on the appropriate grip, and moving to the correct location. The robotic controllers support +advanced capabilities like SLAM, navigation in changing environments, obstacle avoidance, visual-semantic recognition, and +multi-model configuration, which enables a single controller to be flexibly adapted and reconfigured for different types of robots and +application scenarios. SLAM enables robots to create a map of an unknown environment while simultaneously determining their own +location within it. This is crucial for autonomous navigation in dynamic settings such as factories where the layout may change +frequently. With broad interface compatibility, the controllers can connect to a wide array of sensors and actuators. This allows for the +collection of diverse data from the environment, which is then processed by a fusion of intelligent algorithms including reinforcement +learning and end-to-end navigation models. For instance, reinforcement learning algorithms can enable robots to learn from experience +and improve their performance over time, while end-to-end navigation models can simplify the control process and enhance the robot’s +ability to navigate complex paths. +Our customers operate across a diverse +range of industries, including, but not +limited to, manufacturing industries +covering automotive manufacturing, 3C +manufacturing, mechanical +manufacturing and semiconductor +fabrication. +According to the CIC, the development +of the intelligent robot industry is +primarily driven by several pivotal +factors. Technological innovations, +notably AI integration, elevate robot +capabilities and enable evolution from +task-specific to general-purpose robots. +The refinement and maturity of supply +chains drive down costs and streamline +production, while diverse industrial +demands and applications accelerate +market adoption and expansion. +BUSINESS +– 146 – + + +--- page 155 --- +Specialist +Technology +Products +Specialist +Technology +Industry +Acceptable +Section Main Function Analysis +Major Customer Type and +Customer Demand Drivers +Robots Robotics and +automation (robot +technology) +Our robots, equipped with AI, machine learning and computer vision technologies, are designed to meet the evolving demands of the +industrial “robotics and automation” sector. In industrial production, there is a growing need for robots that can handle complex tasks, +work collaboratively with human workers and adapt to changing production requirements. The robots are capable of satisfying these +demands. +Our robots support various positioning and navigation technologies such as SLAM, 3D feature positioning, and VSLAM. The integration +of advanced navigation technologies enables our robots to operate efficiently in dynamic environments shared with human workers and +other equipment while maintaining the precision needed for industrial applications such as assembly line feeding. The robots’ modular +design allows customization for specific payloads and operational requirements across different industrial scenarios. +Software Robotics and +automation (robot +technology) +Our software functions as the cloud-based “brain” of the robot by integrating programs for dispatching and factory automation, designed +to streamline robot deployment, coordination and management. The software enables full-cycle digital operations ranging from mission +planning, project simulation, intelligent scheduling, decision support, and human−robot collaboration. +In a manufacturing plant, mission planning can help optimize the production schedule, while project simulation can be used to test +different scenarios before implementation, reducing the risk of errors and downtime. Intelligent scheduling ensures that robots are +assigned tasks efficiently, maximizing their utilization. The software suite integrates FMS, WCS, and WMS functions. It combines +advanced scheduling algorithms, optimization algorithms, and a low-code development framework. This integration allows large robot +fleets to respond and execute promptly and adapt to changing business needs. The software works seamlessly with our robotic +controllers and robots, enabling customers to efficiently plan, operate, and scale intelligent robotic operations across their factories. It +also facilitates efficient robot teamwork, task allocation, and production process optimization. For instance, in a complex assembly line, +the software can coordinate the actions of multiple robots to ensure that components are assembled correctly and efficiently. +Accessories Robotics and +automation (robot +technology) +Accessories such as LiDARs, cameras, and motors are critical components that enhance robot capabilities and adaptability in +automation. They are an integral part of robot technology as they provide the necessary sensory and actuation capabilities for robots to +interact with their environment and perform tasks. LiDARs and cameras provide perception capability for object detection and task +execution. Motors are the driving forces behind robot movement. They enable robots to perform physical tasks such as picking, placing, +and moving objects. Engineered for compatibility with our products through technology integration, these accessories support diverse +configuration needs. Customers can tailor robotic solutions adaptive to evolving operational scenarios by incorporating different +accessories. +We devote significant efforts to ensure seamless interoperability between our robotic controllers, robots and accessories. We maintain a +dedicated technical team responsible for the screening, adapting and integrating of these accessories. Before any accessory reaches +customers, this team defines technical requirements and works closely with suppliers to enhance accessory functionality. All accessories +undergo internal adaptation and multiple rounds of testing to ensure plug-and-play usability with our robots. Through these efforts, +customers receive accessories that are already prevalidated and fully compatible with our robots. +* For more information on the tasks our products are capable of for the improved performance of tasks and automation processes, see “— Our Products” for details. For the +pricing of our Specialist Technology Products, see “— Our Revenue and Pricing Model — Pricing” for details. +Based on the above analysis, CIC confirms and our Directors are of the view that each of our robotic controllers, robots, software and +accessories fall within an acceptable sector of a Specialist Technology Industry as defined under Chapter 18C of the Listing Rules. Based on the +above analysis and the aforementioned view of CIC, nothing has come to the Sole Sponsor’s attention that would cause it to reasonably cast doubt +on the Directors’ view as stated above. +BUSINESS +– 147 – + + +--- page 156 --- +The following table sets forth the timeline of our commercialization of each of our Specialist +Technology Products: +Product Robotic controllers Robots Software Accessories +Commencement of revenue +generation ........ +June 2020 July 2020 July 2020 June 2020 +OUR REVENUE AND PRICING MODEL +Revenue Model +We have adopted a transaction-based model for sales of our products. A majority of our revenue is +derived from the sales of robots integrating our SRC series robotic controllers, which have +demonstrated a constant growth trend throughout the Track Record Period. In addition, a significant +portion of our revenue is generated from sales of robotic controllers. Furthermore, we generate a +smaller portion of the revenue from sales of software and accessories. The absolute amount of revenue +generated from software has been steadily increasing during the Track Record Period. We typically +charge one-off fees on a per-license basis for our software. Maintenance services are provided free of +charge during the warranty period of generally one year. Upgrade services, however, are not included +within the scope of free maintenance and, if requested by customers, are subject to additional fees +based on the working hours incurred. Accordingly, customers are required to pay for all upgrade +services. As a key complementary product to our robotic controllers and robots, software also plays a +critical role in boosting the sales of other products. In addition to these revenue-generating products, +we provide infrastructure and toolchain to customers, including the Nebula system, Roboshop and +Robocare. See also “Financial Information — Key Components of Our Consolidated Statements of +Profit or Loss — Revenue” for details. +Pricing +When determining the price for our robotic controllers, robots as well as accessories, we primarily +adopt a cost-plus approach to ensure coverage of development, procurement and outsourcing costs, +including component costs and third-party manufacturing expenses. We also reference prevailing market +prices of and the pricing strategies for comparable products offered by local and international +competitors to ensure our offerings remain competitive. Within these parameters, our sales team is +authorized to exercise pricing flexibility, factoring in the procurement volume and the length of +collaboration with specific customers. We apply a tiered pricing structure to offer more favorable terms +to customers with larger order volumes or long-term partnerships. +For our software, we adopt a pricing strategy based on the specific features and functionalities +selected by each customer and the number of robots to be managed or controlled under each software +module. Pricing is guided by market benchmarks, customer expectations and the value our solutions +deliver. We also consider actual cost input, particularly staff costs associated with development and +support, to determine the price of our software. +RESEARCH AND DEVELOPMENT +Our ability to develop new technologies, design new products and solutions, and enhance existing +products and solutions is critical to maintaining our market position. We have established +interdisciplinary research and development capabilities that draw upon a diverse range of fields, such as +software engineering, electronic engineering, control science, AI, computer vision and machine +learning. Our in-house research and development team strives to expand the available functionalities +and use cases of our controllers, robots and software to accommodate specific needs of various sectors. +During the Track Record Period, our research and development expenses were RMB63.7 million, +RMB71.3 million and RMB79.2 million, respectively, representing 25.6%, 21.0% and 17.9% of our +revenue in the respective years. All of these expenses were solely related to our Specialist Technology +Products. Of these amounts, research and development expenses in connection with outsourced R&D +activities, which are solely standard and supporting functions, accounted for 1.5%, 0.4% and 0.2% of +our total research and development expenses, respectively. Such outsourced activities primarily +BUSINESS +– 148 – + + +--- page 157 --- +involved the provision of standardized design and engineering services performed strictly in accordance +with our instructions. For example, we engaged certain third parties to assist with basic PCB layout +work, specifically fundamental steps like component placement and trace routing. These activities did +not involve any of our core technologies. +R&D Team and Core Members +Established in 2020, our in-house R&D department currently consists of a robotic controller R&D +center and a digitalized R&D center, with 193 personnel as of December 31, 2025, a vast majority of +whom hold a bachelor’s degree or above. The robotic controller R&D center focuses on foundational +technologies such as robotic control systems, motion control navigation algorithms, and software +integrated into our controllers, while the digitalized R&D center focuses on upper-layer software +development, including intelligent scheduling, visualization and resource dispatching software. Both +centers are structured by technical disciplines and product modules, and R&D projects are executed +through flexible, project-designated teams that may span across or reside within the two centers +depending on the technical requirements. For projects involving both hardware and software integration, +such as robotic controllers bundled with M4, Meta or RDS, dedicated cross-functional teams are formed +to coordinate efforts across the centers, ensuring efficient collaboration. Our research and development +team is led by five core members, with details set forth in the following table: +Core Research and +Development +Members Portfolio +Mr. Zhao Mr. Zhao is our founder and chief executive officer, bringing approximately 15 years of +experience in robotic system architecture and deep learning algorithms, which aligns with our +ongoing efforts to realize the possibility of integrating AGI algorithms into robotic controllers. +He obtained his bachelor’s degree in electronic information engineering and master’s degree in +control science and engineering from Zhejiang University and has been recognized among +Zhejiang University’s most influential alumni. Mr. Zhao twice led the Zhejiang University team +as captain to victory in the RoboCup World Championship. He spearheaded the development of +our SRC series controllers, holding 43 invention patents as of December 31, 2025. His +visionary leadership has driven multiple technological innovations and forward-looking +technological deployments, setting the direction for our future R&D activities. +Mr. Zhao has received numerous prestigious awards, including Shanghai Emerging Industry +Talent, Shanghai Oriental Talent Program, Mingzhu Leading Talent Award for Pudong New +Area, Keeping Miracle s—X3 6 under 36 Class S Entrepreneurs and the Fortune China 40 +Under 40 Business Elite. +Mr. Wang Qun Mr. Wang Qun is our co-founder, with approximately 15 years of experience in software and +hardware design of robotic controllers and systematic solutions, which aligns with our ongoing +development of robotic controllers. He obtained his bachelor’s degree in electrical engineering +and automation and master’s degree in electrical engineering from Zhejiang University. As a +core team member, Mr. Wang contributed to winning the RoboCup World Championship. As a +key developer, Mr. Wang played a critical role in the development of our SRC series +controllers, the Robokit operating system and our RDS. He also led the team in launching our +intelligent forklift solution, machine vision-based warehouse management and Nebula system. +His contributions have been instrumental in driving the commercialization of our products. +Mr. Wang was recognized as a member of the Shanghai Oriental Talent — Youth Program. +Mr. Ye Yangsheng Mr. Ye Yangsheng is our co-founder, possessing approximately 12 years of experience in robotic +system architecture, machine learning and software engineering. Mr. Ye’s experience supports +our R&D focus on cloud-based software, a significant component of robot control system, and +Nebula system. He obtained his bachelor’s degree in control science and engineering +(automation) and master’s degree in industrial design engineering from Zhejiang University. As +a core team member, Mr. Ye contributed to winning the RoboCup World Championship twice. +As a core R&D leader, he spearheaded the development of our key software, including Robokit +operating system, Roboshop, RDS, M4 smart scheduling and management system, Meta series +of visualization software and Nebula system. His contributions established the foundation for +our software product matrix and set direction for our R&D activities. +BUSINESS +– 149 – + + +--- page 158 --- +Core Research and +Development +Members Portfolio +Mr. Ye was selected as Mingzhu Elite Talent for Pudong New Area and the Emerging Figure of +the Year in China’s Robotics Industry at the Vico Cup  OF week 2020 Awards. +Dr. Huang Qiangsheng Dr. Huang Qiangsheng is our senior algorithm expert, holding a bachelor’s degree in +information engineering and a Ph.D. in optical engineering from Zhejiang University. Dr. Huang +possesses approximately nine years of experience in robotic motion control and multi-robot +collaboration, which supports our ongoing efforts to realize the possibility of integrating AGI +algorithms into robotic controllers. During his doctoral studies, he published five SCI papers +and multiple EI conference articles. Dr. Huang served as a distinguished associate researcher at +Shanghai Institute for Advanced Study of Zhejiang University, focusing on advanced +technologies in robotic motion control and multi-robot collaboration. +Dr. Huang led our R&D team in the development and iteration of advanced navigation planning +algorithms, driving breakthroughs in key areas such as sensor fusion, path optimization, +dynamic obstacle avoidance, end-to-end navigation model and VLA. His contributions have +solidified our leadership in these technologies. Additionally, Dr. Huang served as a key expert +in drafting the national standard for Technical Requirements for Robotic Adaptive Capabilities +(GB/T 44589-2024). +Dr. Zhang Tengyu Dr. Zhang Tengyu is our senior algorithm expert, holding a bachelor’s degree in survey +engineering from Wuhan University and a Ph.D. in astrometry and celestial mechanics from the +University of Science and Technology of China, with primary research focus on global +positioning, navigation and related applications. Dr. Zhang possesses approximately nine years +of experience in sensor fusion and semantic mapping algorithms, which aligns with our R&D +focus on AGI technologies applied in controllers. During his doctoral studies, he published five +SCI papers and multiple EI conference articles. +As the core developer of our SLAM technology, Dr. Zhang has specialized in fusion algorithms +for 2D/3D lasers and visual sensors. He successfully implemented high-precision mapping +technologies for large-scale industrial applications. Through visual-language mapping +technologies, he significantly enhanced our robots’ capabilities in environmental perception and +understanding. Under his leadership, our positioning and navigation technologies achieved +millimeter-level accuracy in complex environments, providing essential technical support for +autonomous robotic mobility and solidifying our market position in this field. +To retain our core R&D members and mitigate the impact of potential departures, we have +implemented a multifaceted talent management strategy. We provide share-based compensation to key +R&D personnel to align their long-term interests with our growth. To sustain motivation and +innovation, we rotate core R&D staff through different managerial positions and project responsibilities, +encouraging continued technical advancement and personal achievement. We are also committed to +expanding our R&D team and cultivating a strong talent pipeline by actively recruiting and developing +future R&D leaders. In each major technical domain, we assign multiple team members to conduct +parallel research and regularly consolidate their progress, ensuring that critical knowledge and +outcomes are not concentrated in the hands of a single individual. In addition, we adopt a modular +approach to R&D, under which no individual holds access to all codes or technical materials, thereby +reducing risks associated with employee turnover. +The salient terms of agreements with management and R&D staff are set out below: + Non-Conflict of Interest. During employment, the employee is prohibited from engaging in +any form of employment, whether full-time or part-time, with third parties without our +consent, especially in companies or roles that compete with our business. + Inventions Arrangement. All intellectual property, including inventions, designs, know-how +and trade secrets developed during the term of employment, belong solely to us. The +employee shall disclose these inventions promptly and ensure all rights are transferred to us. +BUSINESS +– 150 – + + +--- page 159 --- + Proprietary information arrangement. All our proprietary information, including all business, +technical and financial information, as well as customer and employee data, that the +employee learns or develops during their employment shall be kept confidential and only +used for our business purposes. + Confidentiality. Employees shall maintain the confidentiality of the employer’s technical +secrets, trade secrets and any confidential business information both during and after +employment. + No Competition. We have the right to enforce a non-competition period of six to 24 months +after the termination of employment. During this period, the employee is not allowed to +work for competitors listed in the agreement, start competing businesses, or solicit our +customers and suppliers. +Our Ongoing R&D Projects +We are committed to investing in research and development to strengthen our technological +leadership across core areas of robotics, including end-to-end navigation, functional safety and +human−robot interaction. Our current initiatives include a mix of internal innovation and strategic +academic collaborations. All projects involved collaborations with independent third parties do not +involve our material technologies. +We are developing an end-to-end and real-time autonomous navigation system for forklifts. This +R&D project focuses on the construction of a deep neural network capable of autonomous control and a +panoramic fisheye camera-based mapping model. Additionally, we are integrating large language +models into the system to allow customers to control forklifts through natural language instructions, +thereby improving accessibility and operational intuitiveness. +We are also developing a functional safety controller to meet evolving safety requirements. This +initiative focuses on research into safety-compliant industrial bus technologies and system architecture +integrating advanced safety mechanisms. This controller will incorporate modular safety features +compliant with the latest functional safety regulations. We are working on creating safety configuration +software to support flexible and safe robot deployment for multiple types of robots. +In collaboration with a prestigious university, we are working on semantic model and navigation +technologies combining visual-language mapping with SLAM. The technologies enable controllers to +generate dynamic multi-layer semantic maps containing object semantics, states and spatial +relationships in real time, which support task planning and management through semantic-level +understanding. +These projects reflect our ongoing commitment to advancing the intelligent robot industry through +both foundational research and application-oriented innovation. +Our In-house R&D Process +Our R&D process follows a structured development framework that integrates technology research +with product application scenarios and commercialization considerations, and is tailored to different +types of products, robotic controllers, robots and software. +Our R&D cycles vary depending on the technical complexity and development needs of each +product. Typically, robotic controllers require a development cycle of approximately of six to 12 +months. Development of a robot usually requires a period of time ranging from one and half months to +three months, and the iteration of the major version of software usually takes three months. From initial +research to full-scale commercialization, we take a holistic approach to innovation: +This collaborative process helps validate that our innovations are market-ready and aligned with +customer expectations. +BUSINESS +– 151 – + + +--- page 160 --- +Conceptual Design Development, Testing and Validation Commercialization and Lifecycle +Maintenance +Hardware +(Robotic Controllers) +(R&D Cycle of +6 to 12 Months) +Existing +products +adopting new +technologies +Existing +technologies +used in new +products +Hardware (Robots) +(R&D Cycle of 1.5 +to 3 Months) +Analysis of needs and technology +and conceptual solution +Software +(Significant Iteration +Generally +Takes 3 Months) +Review by cross-functional team +Establishment of project +development team +Product definition +Assessment of performance +Project review +Prototype design +Project proposal +Product development +PCB design +Prototype test and validation +Development of the entire device +Test and validation of the +entire device +Manufacturing +Customer pilot trial +Product launch +Product lifecycle management +Iteration and optimization +Review +Team review +Engineering prototype +development +Development of market-ready +prototype +Test and iteration +Review before product launch +Test and iteration +Coding +Test +Integration +High-fidelity design draft +NO +NO +NO +NO +NO +NO +NO +NO +The following table sets forth a breakdown of the number of our research and development +personnel by product types for the years indicated. +As of December 31, +2023 2024 2025 +Amount % Amount % Amount % +Robotic controller ........... 52 46.0 56 36.4 63 32.6 +Robot .................. 15 13.3 28 18.2 68 35.2 +Software ................. 38 33.6 63 40.9 57 29.5 +Accessories ............... 8 7.1 7 4.5 5 2.6 +Total ................... 113 100.0 154 100.0 193 100.0 +BUSINESS +– 152 – + + +--- page 161 --- +OUR TECHNOLOGY +Leveraging our interdisciplinary research and development capabilities, we have developed +proprietary technologies that cover all the key aspects in the intelligent robotic life cycle. Our core +technology capabilities can be broadly categorized into seven technology clusters, including (i) AI +technologies, (ii) robotic control technologies, (iii) positioning and navigation technologies, (iv) +machine vision technologies, (v) functional safety technologies, (vi) electronic circuit design, and (vii) +software system architecture. +AI Technologies +Our AI technologies are built on an advanced multimodal model, data-driven deep learning +frameworks and high-performance edge AI systems. Core innovations in our AI technologies include +multi-layer semantic mapping, end-to-end navigation, VLA and reinforcement learning technologies. + Our multi-layer semantic mapping integrates a 3D point cloud layer and an environmental +semantic layer, which enable natural language task interactions and precise perception in +diverse environments, thereby supporting generalization and industrial-grade reliability. + We developed the first end-to-end navigation model in the intelligent robot industry, which +integrates perception, prediction, planning and control into a unified model. It enables robots +to directly translate raw sensor inputs to control commands, allowing for real-time +navigation in indoor environments. + Our VLA and reinforcement learning technologies combine VLA with reinforcement learning +and data collected from real-world operations to enable autonomous task optimization, +improving robots’ success rate in recognition, picking and handling scenarios. +We have also built a data-driven R&D framework, covering standardized data collection and +annotation and model training and deployment. Our teleoperation system is compatible with multiple +robot types, enabling efficient collection of diverse real-world operation data and providing a strong +data foundation for imitation learning. In addition, we developed world models generation technology +based on 3D Gaussian algorithms for simulation, data collection and annotation purposes, accelerating +the generalization of our algorithms. +Robotic Control Technologies +We have developed a high-performance and modular robot control framework consisting of +advanced motion control and whole-body control technologies, which enable precise, stable and +efficient robot operation across a wide range of robotic configurations, from conventional AMRs to +intelligent forklifts and complex humanoid robots. +Motion Control +Our robotic controllers are built to support a comprehensive range of mainstream motion models, +such as two-wheel and four-wheel differential drives, single- and multi-steering wheels and triple +omni-wheels. In addition, our controllers support multi-degree-of-freedom motion in 3D space, such as +movement of multi-axis robotic arms, torso posture adjustment and coordinated joint control, which +enables robots to execute complex spatial tasks with precision. +With multi-core heterogeneous architecture, our controllers achieve hardware-level real-time task +management scheduling, which enables rapid response to control commands. We formed a deterministic +and low-latency control network optimized for high-speed and high-precision robotic operations based +on EtherCAT industrial real-time communication bus. +BUSINESS +– 153 – + + +--- page 162 --- +Whole-Body Control +Our advanced whole-body control system is engineered to support complex robot models, such as +wheeled humanoid robots, that require high-performance coordination across multiple limbs. Built on +our integrated controller framework, the system synchronizes sensor inputs and actuator commands +across the robot’s head, arms, torso and chassis. Our real-time task management and scheduling +mechanism ensures all actuators operate precisely and harmoniously. +The architecture supports multimodal perception, including vision and force, allowing for overall +optimization of environment perception, path planning and task execution. The central controller +orchestrates all modules in real time, enabling coordinated motion planning, adaptive posture, and safe +human−robot interaction in collaborative scenarios. The intelligent and real-time algorithms allow for +rapid adaptation to different scenarios while maintaining safety and efficiency. +Machine Vision Technology +Machine vision is one of the core technologies applied in our robots. Our proprietary vision +recognition algorithms based on machine learning enhance robots’ environment perception, object +detection and decision-making capabilities, significantly improving system intelligence and operational +efficiency. Equipped with such technology, robots are able to accurately detect and determine the +position and posture of target objects and adjust their own positions to efficiently perform tasks such as +lifting, forking, transporting and grasping. +We also have developed advanced material and position recognition technology for robots with +robotic arms. By collecting material data through visual sensors and analyzing data through deep +learning models, our robots are capable of recognizing different material types, thereby enabling +flexible grasping and improving automation and adaptability across various scenarios. Our visual +servoing capabilities allow robots to dynamically adjust motion paths in real time based on visual +feedback, enhancing both adaptability and precision during operations. +Furthermore, we have established a machine vision R&D framework covering data collection, +annotation, training, deployment and optimization. Through quantization, pruning and edge deployment +techniques, we significantly improve the efficiency of our machine vision system to deliver stable and +low-latency performance of robots. Such advancements not only enhance the generalization capabilities +of robotic operations, but also help our customers reduce costs and improve efficiency. +Positioning and Navigation Technologies +We have developed a robust and versatile suite of navigation technologies focused on reliability, +stability, safety and ease of use, especially in highly dynamic and complex environments: + Our proprietary SLAM technology delivers superior usability and stability, achieving stable +navigation without artificial markers by identifying fixed environmental features. + Our globally advanced 3D SLAM and feature positioning technology leverages multi-line +LiDARs to identify stable environmental features, enabling high-precision, high-robustness +localization even in changing environments with only approximately 10% fixed reference +points, greatly enhancing deployment flexibility. + Our VSLAM is a pure vision-based positioning method that complements LiDAR-based +SLAM and performs well in dynamic, repetitive, or open environments. Built on this +technology, we have achieved automatic map updates even in totally dynamic environments. + Supported by efficient self-calibration algorithms and strict calibration processes, our robots +achieve an outstanding repeatable positioning accuracy of ±2 mm, thereby ensuring +consistent and repeatable accuracy across different robots. +BUSINESS +– 154 – + + +--- page 163 --- + Our full-perception fusion technology uses data from multiple types of sensors to enhance +robots’ ability to perceive and understand their environment, laying a foundation for +autonomous decision-making and operation. + Our navigation algorithms employ a proprietary multi-layer decision-making framework that +adapts to changes in robot form, load size and environmental conditions. The algorithm +automatically adjusts the robot’s collision detection model when the robot’s shape or load +dimensions change, ensuring that the robot avoids obstacles and arrives at destinations fast +and safely. + Our distributed multi-agent coordination algorithms synchronize localization and status data +among multiple robots, and support real-time negotiation of navigation paths, enabling them +to autonomously follow traffic rules and queuing logic without relying on centralized +dispatch systems. This significantly enhances deployment flexibility in certain application +scenarios and expands the boundaries of robotic applications. +Functional Safety Technologies +We have developed a smart, cost-effective safety module integrated into our SRC-3000FS +controller to meet stringent functional safety standards. By embedding safety features directly into the +controller and allowing configuration through software interfaces, we have significantly reduced the +cost and complexity of deploying safety functions in robotic applications. +The safety system is built on a dual-MCU architecture that complies with international safety +standards such as IEC 61508 SIL2 and ISO 13849-1 Category 3. It includes cross-monitoring, +dual-channel signal processing and feedback mechanisms to maintain reliable performance. Key safety +functions include: + Dynamic Safety Zoning. Our robots are typically equipped with safety-grade components +such as laser scanners, encoders and safety-related input and output modules to adjust the +scope of warning and protection zones around the robot in real time. For example, the +protective area expands when the robot moves at higher speeds and contracts when it flows +down with reduced false alarms. With 12 digital input/output channels, the system allows +switching between eight predefined protective areas. + Emergency Stop. The system supports Category 0 emergency stops, which cut off power +immediately within 5 milliseconds. It uses dual safety relays or a safe torque-off signal to +immediately disable the robot’s motors without shutting down the entire system. + Obstacle Avoidance. The obstacle avoidance function uses a Category 3-compliant laser to +detect nearby obstacles and triggers an instant safe shutdown to provide quick response to +unexpected situations. + Redundant Speed and Position Monitoring. The system uses dual-encoder interfaces to track +wheel speeds and relies on dual proximity switches to monitor mechanical limits, which +helps prevent unsafe movements or structural overreach. +Our system delivers a high level of safety with a performance level d under ISO 13849-1 (“ PLd”) +and a probability of dangerous failure per hour below 1×10 +-6, making us among the few players in the +intelligent robot industry that have achieved the PLd safety performance level. All key signal channels +are protected against overcurrent, short circuits and overheating. The safety software adopts a layered +design that strictly isolates safety logic from non-safety functions and uses multiple integrity checks to +verify data accuracy and maintain system stability. +BUSINESS +– 155 – + + +--- page 164 --- +Electronic Circuit Design +We design and integrate complex electronic systems independently, with capabilities covering +circuit design, embedded platforms, system integration, thermal and electromagnetic compatibility +design. These capabilities are widely applied in autonomous mobile robots and wheeled humanoid +robots that require high reliability, fast processing and real-time control. +We have built a modular and scalable embedded platform consisting of both microcontroller-based +platform and high-performance computing platform that supports robotic control, sensing and +decision-making tasks. Our advanced circuit board design is able to handle complex systems with +multiple communication protocols and comprehensive bus design. With high-speed interface design, we +achieve rapid data transmission across modules. To adapt to industrial and electromagnetically complex +environments, we developed anti-electromagnetic interference and electromagnetic compatibility, +covering component layout, shielding and protection strategies. +To ensure product reliability and consistency, we have built four specialized testing platforms +covering communication, sensors, electrostatic discharge, and environmental adaptability. These +platforms enable automated testing, stress simulation, and pre-mass production screening for product +consistency from R&D to delivery. +Software System Architecture +With years of experience in software architecture, we have developed a suite of software, +including the M4 smart scheduling and management system, Meta series of visualization software, RDS +and Nebula system, which have been deployed across thousands of industrial scenarios. Our software +stack consists of: + Metadata Modeling. Our architecture adopts metadata-driven design, enabling dynamic data +model configuration, reducing hardcoded logic, increasing development flexibility and +supporting complex system designs. + Low-Code Engine. Our engine allows users to quickly build workflows and user interfaces +using drag-and-drop tools with minimal scripting. Users can monitor task execution visually +and adapt the system easily to changing business demands. + Script Engine. We have developed a flexible script engine that supports multiple +programming languages, such as Python, JavaScript, TypeScript and Go. It enables seamless +integration with external systems and supports the development of custom logic through +open-API. + Intelligent Scheduling Algorithms. Based on advanced multi-agent pathfinding algorithms, +our system supports path planning that avoids deadlocks, produces optimal results, and +manages spatial conflicts dynamically. It also enables free detour planning without relying +on predefined routes. These features allow for highly efficient coordination among robots. + Smart Task Assignment. Using a range of optimization algorithms, we enable intelligent and +flexible real-time task allocation. Features such as dynamic batching, ridesharing for tasks +and priority-based assignment allow the system to make decisions based on real-time +inventory and robot status, improving operational efficiency significantly. + 3D Rendering & Reconstruction. We apply real-time 3D rendering technologies for realistic +digital twin applications. Combined with 3D Gaussian reconstruction, we can quickly +recreate the operating environment, enabling simulation and AI training based on world +models. +BUSINESS +– 156 – + + +--- page 165 --- + All-in-One Architecture. We integrate complex systems such as FMS, WCS, and WMS into a +unified architecture. This architecture allows customers to manage their entire operations +with a single system, simplifying the use of software and ensuring consistent user experience +across various business scenarios. +Through this technology framework, we have established a solid technological foundation that +supports the development and deployment of robots across diverse industrial environments. Through +continuous investment in proprietary innovation and by leveraging the scalability of our platform +model, we are well-positioned to drive innovations in the intelligent robot industry. +OUR CUSTOMERS +Over the years, we have cultivated a broad and geographically diversified customer base spanning +over 35 countries and regions, with a strong presence in both China and international markets. We sell +our products exclusively through direct sales by members of our Group based in Chinese Mainland, +which allows us to maintain close relationships with our customers and promote a high level of service +and responsiveness. We identify and engage with prospective customers through a variety of +approaches, including participating industry exhibitions and through online platforms. In addition, we +are gradually strengthening our overseas sales capabilities and maintaining our relationships with +overseas customers by exploring localized talent recruitment. Our sales team plays a critical role in +shaping our brand image by directly engaging with customers to present product features, address +inquiries and gather real-time feedback. Equipped with deep product knowledge, our sales force also +communicates with customers to understand their evolving preferences, quality expectations and +emerging market demands, contributing insights that feed directly into our product development and +marketing strategies. +In 2023, 2024 and 2025, we generated revenue from 587, 832 and 1,150 customers, respectively. +Our customers comprise: (i) integrators, who integrate our products into broader automation solutions +by adding components, software and custom engineering to serve the end applications of their clients, +and (ii) end customers, which include corporate customers across a range of industries such as 3C, +automotive, automation equipment, new energy, semiconductors, construction machinery and +biopharmaceuticals. Generally, end users of our integrator customers are not directly involved in the +selection of our products. However, in some cases, end users may play an active role, such as by +requesting the use of specific brands for key components or accessories. By serving both integrators +and end customers, we are able to remain attuned to the evolving needs of complex industrial scenarios +and refine products to address diverse market demands, thereby expanding our market reach and +deepening our industry exposure. +The following table sets forth certain operating metrics by customer type for the years indicated: +For the Y ear Ended December 31, +2023 2024 2025 +Revenue (RMB in thousands) +— Integrators ......................... 195,451 263,531 366,375 +— End customers ....................... 53,572 75,792 75,502 +Revenue contribution (%) +— Integrators .......................... 78.5 77.7 82.9 +— End consumers ....................... 21.5 22.3 17.1 +Gross profit (RMB in thousands) +— Integrators ......................... 100,526 120,284 179,700 +— End customers ....................... 21,900 35,401 29,595 +Gross profit margin (%) +— Integrators ......................... 51.4 45.6 49.0 +— End customers ....................... 40.9 46.7 39.2 +The gross profit margin from integrators decreased from 51.4% in 2023 to 45.6% in 2024, +primarily due to the decrease in revenue contribution from robotic controllers, which carry a higher +gross profit margin. The gross profit margin from integrators increased from 45.6% in 2024 to 49.0% in +BUSINESS +– 157 – + + +--- page 166 --- +2025, primarily due to (i) the increase in the gross profit margin of robots, which accounted for a +significant portion of revenue from integrators, and (ii) the increase in revenue contribution from +robotic controllers. +The gross profit margin from end customers increased from 40.9% in 2023 to 46.7% in 2024, +primarily due to the increase in the gross profit margin of robots, which accounted for a significant +portion of revenue from end customers. The gross profit margin from end customers decreased from +46.7% in 2024 to 39.2% in 2025, primarily due to (i) the decrease in revenue contribution from +intelligent forklifts, which carry a higher gross profit margin, and (ii) the decrease in the gross profit +margin of lifting robots, whose revenue contribution increased during the same period. +The following table sets forth the movement of the outstanding contract value of our project +backlog during the Track Record Period: +As of/For the Y ear Ended December 31, +2023 2024 2025 +(RMB in thousands) +Balance as of the beginning of the year ........... 126,707 187,960 243,165 +Addition ............................. 335,734 432,297 612,353 +Completed ............................ 274,481 377,092 494,838 +Balance as of the end of the year ............. 187,960 243,165 360,680 +Note: The contract value of our project backlog is calculated based on the outstanding balance as of the end of the relevant year +and does not take into account any subsequent adjustments to the underlying contracts. +Key terms of our agreements with customers include: + Product Delivery. We are responsible for delivering products to the customer’s designated +location. + Product Acceptance. Customers must inspect and accept the products within a period as +agreed in the contract. + Payment Terms. Customers make full payment or pay in installments based on milestones +such as contract signing, shipment, delivery and final acceptance. + Liability . We assume full liability for quality issues and related customer claims. + Warranty. Products are covered by a standard warranty of 14 months from delivery or 12 +months from acceptance, whichever is earlier. + Termination. We have the right to terminate the agreement if a customer’s payment is +overdue for a specified period or a customer commits a material breach of the agreement +terms. +Our Major Customers +Over the years, we have forged relationships with companies across over 20 industries. We have +built up a broad and geographically diversified customer base in China and globally, spreading across +over 35 countries and regions. In 2023, 2024 and 2025, our aggregate revenue from the five largest +customers in each year during the Track Record Period was RMB51.7 million, RMB63.3 million and +RMB68.2 million, respectively, accounting for 20.8%, 18.6% and 15.4% of our total revenue, +respectively. In the same years, our revenue from the single largest customer in each year during the +Track Record Period was RMB18.2 million, RMB35.5 million and RMB19.1 million, accounting for +7.3%, 10.4% and 4.3% of our total revenue, respectively. +BUSINESS +– 158 – + + +--- page 167 --- +The following tables set forth the details of our top five customers in each year during the Track +Record Period: +Customer Products provided +Y ear of +commencement of +business relationship Payment method Settlement method Customer type Revenue +Percentage +of total +revenue +(RMB’000) +For the year ended December 31, 2023 +Customer A (1) Robotic controllers, +robots, software and +accessories +2023 Prepayment Wire transfer or +accepted bill +Integrator 18,170 7.3% +Customer B +(2) Robotic controllers, +robots, software and +accessories +2021 Prepayment Wire transfer or letter of +credit +Integrator 11,821 4.7% +Customer C +(3) Robotic controllers, +robots, software and +accessories +2022 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +Integrator 9,604 3.9% +Customer Group D +(4) Robotic controllers, +robots, software and +accessories +2022 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +End customer 6,156 2.5% +Customer Group E +(5) Robotic controllers, +robots, software and +accessories +2021 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +Integrator 5,950 2.4% +Total 51,701 20.8% +Notes: +(1) A private company providing manufacturing automation solutions. It is incorporated in South Korea. +(2) A private company focusing on the design and manufacture of industrial vehicles. It is incorporated in Spain. +(3) A private company focusing on industrial robot manufacture based in Suzhou, Jiangsu Province. Its registered capital +amounted to RMB52.5 million. +(4) A powertrain system manufacturing group with operations in Tianjin; Wuxi, Jiangsu Province; Xuzhou, Jiangsu Province; +Wujiang, Jiangsu Province; and Suzhou, Jiangsu Province. All of the group members having business relationships with us +are private entities. The registered capital of the holding company of the group is US$150.0 million. +(5) A private manufacturing automation equipment provider with operations in Wuxi, Jiangsu Province and Shenzhen, +Guangdong Province. Its registered capital is RMB1,000.0 million. +Customer Products provided +Y ear of +commencement of +business relationship Payment method Settlement method Customer type Revenue +Percentage +of total +revenue +(RMB’000) +For the year ended December 31, 2024 +Customer C Robotic controllers, +robots, software and +accessories +2022 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +Integrator 35,523 10.4% +Customer Group F +(1) Robotic controllers, +robots, software and +accessories +2021 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +Integrator 7,449 2.2% +Customer Group G +(2) Robots, software and +accessories +2021 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +End customer 7,131 2.1% +Customer Group H +(3) Robotic controllers, +robots, software and +accessories +2020 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +Integrator 7,110 2.1% +Customer I +(4) Robots, software and +accessories +2023 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +Integrator 6,042 1.8% +Total 63,255 18.6% +BUSINESS +– 159 – + + +--- page 168 --- +Notes: +(1) A private tobacco machinery manufacturer with operations across Shanghai and Suzhou, Jiangsu Province. Its registered +capital amounted to RMB1,295.1 million. +(2) A public company listed on Shenzhen Stock Exchange, providing integrated circuit packaging services, headquartered in +Shanghai. Its registered capital amounted to RMB320.4 million. +(3) A private company focusing on industrial robot manufacture based in Shenzhen, Guangdong Province. Its registered capital +amounted to RMB5.6 million. +(4) A private company providing internet of things technology service based in Chongqing. Its registered capital amounted to +RMB5.0 million. +Customer Products provided +Y ear of +commencement of +business relationship Payment method Settlement method Customer type Revenue +Percentage +of total +revenue +(RMB’000) +For the year ended December 31, 2025 +Customer Group J (1) Robotic controllers, +robots, software and +accessories +2021 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +End customer 19,057 4.3% +Customer C Robots, software and +accessories +2022 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +Integrator 16,395 3.7% +Customer K +(2) Robotic controllers, +robots, software and +accessories +2020 Prepayment Wire transfer or +accepted bill +Integrator 12,582 2.9% +Customer L +(3) Robot controllers, robots +and accessories +2023 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +Integrator 10,103 2.3% +Customer M +(4) Robotic controllers, +robots, software and +accessories +2024 Prepayment Wire transfer or +accepted bill +Integrator 10,076 2.3% +68,213 15.4% +Notes: +(1) A state-owned group focusing on industrial components and machine manufacture based in Jinan, Shandong Province. Its +registered capital amounted to RMB3.0 billion. +(2) A private company providing information technology services based in Suzhou, Jiangsu Province. Its registered capital +amounted to RMB52.4 million. +(3) A private company providing intelligent technology and robotics solutions, based in Shanghai. Its registered capital +amounted to RMB50.0 million. +(4) A private company providing automation solutions mainly in the automotive industry. It is incorporated in India. +To the best of our knowledge, all of our five largest customers in each year during the Track +Record Period were independent third parties. As of the Latest Practicable Date, none of our Directors, +their associates or any of our Shareholders (who or which to the knowledge of the Directors owned +more than 5% of our issued share capital) had any interest in any of our five largest customers in each +year during the Track Record Period. +After-Sales Services +We strive to deliver all-round after-sales services that cater to the evolving needs of our +customers. Our after-sales services include: + Warranty-based repair and maintenance. During the warranty period, we provide free repair +services in accordance with customers’ requests, including two complementary maintenance +services. + Post-warranty services. After the warranty expires, we continue to provide responsive and +reliable support. While replacement parts are charged at cost, labor remains free. +BUSINESS +– 160 – + + +--- page 169 --- + 24/7 support. Our after-sales service team operates around the clock to ensure uninterrupted +support. We respond to customer requests within 24 hours, and complete repairs within +seven calendar days. + Technical consultation and support. We offer ongoing technical support through technical +manuals, online lectures and on-site visits, helping customers better understand and use our +products. +These services reflect our long-term commitment to supporting customers beyond the point of +sale. By ensuring reliable, responsive and cost effective after-sales support, we help customers reduce +operational disruptions and derive sustained value from our products. +SUPPLY CHAIN MANAGEMENT +Our suppliers primarily consist of (i) providers of components for the development and production +of our robot and robotic controllers and (ii) third-party manufacturers to produce our robotic controllers +and robots. We select leading suppliers in the relevant sectors in order to promote the availability and +quality of such components and services. Our procurement process is under constant review for higher +efficiency and cost-control purposes without jeopardizing the quality of deliverables. +Components +Currently, we only procure components in our supply chain, including key sensors, batteries, +drivers, motors and other components of robotic controllers. We generally require the suppliers to +develop and manufacture the components based on our specifications with quality standards satisfactory +to us. +To ensure the quality, reliability and efficiency of our component supply, we adopt a rigorous +supplier selection and evaluation process. We assess each supplier’s technical capabilities, including +their ability to meet our product specifications and offer customized solutions. We also evaluate their +quality management systems, delivery reliability, service responsiveness, pricing competitiveness and +financial health. Only those suppliers who can demonstrate consistent performance across all these +dimensions are selected. This stringent process enables us to build a resilient and high-performing +supply chain that underpins the quality and delivery standards of our products. +We place purchase orders with suppliers on a case-by-case basis. Key terms of our agreements for +the purchase of components include: + Quality Control. All components must comply with applicable national and industry +standards as well as our technical specifications. We conduct inspections upon delivery and +reserve the right to reject, rework or return non-compliant goods. + Delivery. Suppliers are generally responsible for delivering the components to our designated +locations in accordance with the agreed delivery schedule. + Payment. Payments are subject to satisfactory completion of our inspection process and +formal acceptance of the delivered components. + After-Sales Service. Suppliers are required to provide warranty coverage for generally 12 +months from the date of acceptance. + Liability. Suppliers assume full responsibility for any damages or claims resulting from +defects or delayed delivery of components. + Confidentiality . Suppliers must keep all technical and commercial information confidential, +both during and after the term of the agreement. +BUSINESS +– 161 – + + +--- page 170 --- + Termination. We have the right to terminate the supply agreement under specific +circumstances, such as force majeure and a breach of material terms by the supplier. +Third-Party Manufacturers +During the Track Record Period, we outsourced the entire manufacturing process of our robotic +controllers and robots to third-party manufacturers. According to CIC, it is not uncommon for players +in the intelligent robot industry to outsource their manufacturing process. For robotic controllers, we +mainly procure core components including integrated circuits, Ethernet transceivers and industrial +control board modules, while other components provided by the third-party manufacturers. For robots, +except for our SRC series robotic controllers and major components such as LiDARs, our third-party +manufacturers are responsible for sourcing components. As of December 31, 2023, 2024 and 2025, we +had cooperated with 28, 34 and 42 third-party manufacturers, respectively. We maintained business +relationships with such third-party manufacturers for an average of over four years. +We mainly evaluate and select these manufacturers through a comprehensive process focused on +six key dimensions: technical capabilities, quality control, supply chain and delivery capability, +commercial terms, service support and financial stability. We prioritize third-party manufacturers with +proven experience in assembling similar products, the ability to interpret technical documents and the +flexibility to support design optimization and engineering changes based on our requirements. We also +require them to operate under established quality systems, such as ISO 9001, and demonstrate sound +inspection procedures and issue-resolution mechanism. Only those with strong production capability, +consistent delivery performance, responsive after-sales service and sound financial conditions are +selected to ensure long-term and sustainable partnerships. +We maintain strong relationships with our third-party manufacturers through frequent and open +communication. There was no material delay in delivery of services by third-party manufacturers during +the Track Record Period. Key terms of our agreements with third-party manufacturers included: + Manufacturing . We engage third-party manufacturers to produce and/or assemble robots and +robotic controllers based on our proprietary designs and specifications. In many cases, we +provide the manufacturers with certain key components to be used in the manufacturing +process, such as modules and printed circuit board assembly used in manufacturing robotic +controllers, and robotic controllers and LiDARs used in manufacturing robots. Other than the +components and/or materials provided by us, the manufacturers need to procure the +remaining components to be used in producing controllers and/or robots based on our +requirements. + Pricing . The unit price that is agreed by the third party manufacturers and us for the items to +be manufactured usually is a combination of (i) the costs of components and packaging +materials that the manufacturers purchase and use in manufacturing the items required by us +(excluding the components and/or materials supplied by us) and (ii) the costs of their +manufacturing services. + Product Quality . Final products are required to meet applicable national and industry +standards, as well as our requirements. We conduct inspections upon delivery and reserve the +right to reject, request repairs or return any non-conforming goods. + Delivery . Third-party manufacturers are responsible for delivering the finished goods to us +or directly to our customers. + Term. Our agreements with third-party manufacturers are generally project-based and may be +renewed or terminated based on performance and evolving business needs. + Intellectual Property . All intellectual property, including designs and technical +documentation, remains our sole property. Third-party manufacturers are not permitted to use +or share any related intellectual properties without our written consent. +BUSINESS +– 162 – + + +--- page 171 --- + Warranty . Core components as specified in the agreements sourced from third-party +suppliers carry a two-year warranty, while other parts carry a one-year warranty. Third-party +suppliers are responsible for providing repairs, replacements, and 24/7 technical support +during the warranty period. + Liability . Third-party manufacturers assume full liability for quality issues, delivery delays, +and related customer claims. + Confidentiality . Third-party manufacturers must keep all technical and commercial +information strictly confidential, both during and after the term of the agreement. + Termination. We have the right to terminate the supply agreement under specific +circumstances, such as force majeure, a breach of material terms by the third-party +manufacturer or mutual consent. +Our Major Suppliers +Our major suppliers are manufacturing services and components providers, all of which are +located in Chinese Mainland. In 2023, 2024 and 2025, our aggregate purchase from the five largest +suppliers in each year during the Track Record Period was RMB50.7 million, RMB71.0 million and +RMB75.8 million, respectively, accounting for 40.1%, 38.7% and 32.6% of our total cost of sales, +respectively. For the same years, our purchase from the single largest supplier in each year during the +Track Record Period amounted to RMB18.4 million, RMB29.0 million and RMB23.4 million, +accounting for 14.5%, 15.8% and 10.1%, respectively, of our total cost of sales. +The following tables set forth the details of our top five suppliers in each year during the Track +Record Period: +Supplier +Products/services +provided +Y ear of +commencement of +business +relationship Payment method Settlement method Purchase +Percentage +of total cost +of sales +(RMB’000) +For the year ended December 31, 2023 +Supplier A (1) Manufacturing +services +2020 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +18,392 14.5% +Supplier Group B +(2) Manufacturing +services +2020 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +12,714 10.0% +Supplier C +(3) Components 2020 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +6,830 5.4% +Supplier D +(4) Manufacturing +services +2020 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +6,505 5.2% +Supplier E +(5) Components 2021 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +6,283 5.0% +Total 50,724 40.1% +Notes: +(1) A private company focusing on material handling equipment manufacture based in Jiaxing, Zhejiang Province. Its +registered capital amounted to RMB42.0 million. +(2) A private company focusing on industrial robot manufacture based in Shenzhen, Guangdong Province. Its registered capital +amounted to RMB5.6 million. +(3) A private company focusing on electronic component manufacture based in Guangzhou, Guangdong Province. Its +registered capital amounted to 䓁1.2 million. +BUSINESS +– 163 – + + +--- page 172 --- +(4) A private company focusing on industrial robot manufacture based in Suzhou, Jiangsu Province. Its registered capital +amounted to RMB5.0 million. +(5) A private company focusing on electronic component manufacture based in Shanghai. Its registered capital amounted to +䓁4.0 million. +Supplier +Products/services +provided +Y ear of +commencement of +business +relationship Payment method Settlement method Purchase +Percentage +of total cost +of sales +(RMB’000) +For the year ended December 31, 2024 +Supplier A Manufacturing +services +2020 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +29,005 15.8% +Supplier Group B Manufacturing +services +2020 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +16,315 8.9% +Supplier Group F +(1) Manufacturing +services +2021 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +10,467 5.7% +Supplier G +(2) Manufacturing +services +2020 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +7,721 4.2% +Supplier H +(3) Manufacturing +services +2024 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +7,520 4.1% +Total 71,028 38.7% +Notes: +(1) A private company focusing on forklift and relevant component manufacture based in Hefei, Anhui Province. Its registered +capital amounted to RMB5.0 million. +(2) A private company focusing on industrial equipment manufacture based in Shanghai. Its registered capital amounted to +RMB5.0 million. +(3) A private company focusing on industrial robot manufacture based in Wuxi, Jiangsu Province. Its registered capital +amounted to RMB1.5 million. +Supplier +Products/services +provided +Y ear of +commencement of +business +relationship Payment method Settlement method Purchase +Percentage +of total cost +of sales +(RMB’000) +For the year ended December 31, 2025 +Supplier A Manufacturing +services +2020 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +23,428 10.1% +Supplier C Components 2020 Monthly installment Wire transfer or +accepted bill +16,933 7.3% +Supplier I +(1) Manufacturing +services +2023 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +11,937 5.1% +Supplier Group B Manufacturing +services +2020 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +11,891 5.1% +Supplier J +(2) Manufacturing +services +2023 Payment by installments +within a three-month +period +Wire transfer or +accepted bill +11,659 5.0% +Total 75,848 32.6% +BUSINESS +– 164 – + + +--- page 173 --- +Notes: +(1) A private company focusing on forklift and relevant component manufacture based in Hefei, Anhui Province. Its registered +capital amounted to RMB5.0 million. +(2) A private company providing intelligent factory solutions and logistics robots, based in Suzhou, Jiangsu Province. Its +registered capital amounted to RMB22.0 million. +We have proactively diversified our supply chain by engaging multiple suppliers for all key +components, each offering comparable terms and cost structures. These alternative sources allow us to +maintain stable supply chain or source key components or manufacturing services from other suppliers +without material impact on pricing, continuity or quality in the event of any supply disruption. Based +on the foregoing, although our top five suppliers for each year during the Track Record Period +accounted for a considerable portion of our total cost of sales for the same years, our Directors are of +the view that we do not rely on any single supplier. +Our Directors confirm that we had not experienced any significant material fluctuation in prices +set by our suppliers, material breach of contract on the part of our suppliers or delay in delivery of our +orders from our suppliers during the Track Record Period. As of the Latest Practicable Date, none of +our Directors, their associates nor any of our Shareholders (who or which to the knowledge of the +Directors owned more than 5% of our issued share capital) had any interest in any of our top five +suppliers in each year during the Track Record Period. +SALES AND MARKETING +We employ a comprehensive, multi-channel marketing strategy to enhance brand visibility, engage +with customers and drive adoption of our products across both domestic and international markets: + Online Marketing. Our digital marketing efforts are tailored to resonate with regional +audiences. In China, we leverage platforms such as Baidu for sustained brand visibility and +utilize content-driven channels such as Zhihu, Bilibili and Toutiao to engage potential +customers. For international outreach, we deploy targeted campaigns through Google Ads to +capture global search traffic and use LinkedIn for strategic engagement. + Offline Engagement. We actively participate in key industry exhibitions across North +America, Asia and Europe, including ProMat, Automate, LogiMAT, China International +Industry Fair, CeMAT Asia and the South China International Industry Fair. We also have +established a showroom providing immersive experiences, allowing visitors to interact with +our products firsthand and reinforcing our brand’s credibility. + Industry Advocacy. We actively contribute to the development of widely recognized industry +publications and technical standards. Notably, we participated in the formulation of the +national standard Technical Requirements for Robot Adaptability (GB/T 44589-2024), and +we are currently contributing to the drafting of the national standard Data Interface +Requirements for Industrial Mobile Robot Dispatch Systems. We also served as co-editor of +the 2022 Blue Book on Industrial Mobile Robot (AGV/AMR) Controllers, a frequently cited +reference across the sector. Through the continuous delivery of professionally curated +content, we seek to enhance customer confidence and reinforce global brand recognition. +THIRD-PARTY PAYMENT ARRANGEMENT +During the Track Record Period, we accepted payments made by third parties to settle the +amounts that several customers owed to us in connection with their purchases of our products. The +customers who settled payments through third-party channels are referred to as “Third-Party Settled +Customers.” We accepted third-party payments primarily to facilitate our collection of trade receivables. +The third parties who made the payments to us under these third-party payment arrangements during the +Track Record Period, referred to as “Third-Party Payers,” were primarily (i) the entities that had +existing business relationships with the Third-Party Settled Customers, and (ii) individuals who are the +controlling shareholders of Third-Party Settled Customers who initially purchased the products from us +or family members of such Third-Party Settled Customers. In 2023, 2024 and 2025, the aggregate +amount settled through such third-party payments was RMB77.6 thousand, RMB790.8 thousand and +BUSINESS +– 165 – + + +--- page 174 --- +RMB10.1 thousand, respectively, representing less than 0.1% of our total revenue for the corresponding +periods. The number of Third-Party Settled Customers was two, three and one in 2023, 2024 and 2025, +respectively. The amount of third-party payment increased from 2023 to 2024 primarily due to our +business growth. We have ceased accepting any third-party payment as of August 31, 2025, which +resulted in a decrease in the amount of third-party payment in 2025. According to CIC, it is not +uncommon that enterprises in the intelligent robot industry engage in third-party payment arrangements. +As advised by our PRC Legal Advisor, our Directors are of the view that the cessation of the +third-party payment arrangements would not have any material adverse impact on us. After consulting +with the internal control consultant, the Directors are of the view that our enhanced internal control +measures are adequate to prevent recurrence of third-party payment arrangements. Based on the views +of the Company’s PRC Legal Advisor and industry consultant and the consultation with the internal +control consultant, as well as the Sole Sponsor’s independent due diligence, nothing has come to the +Sole Sponsor’s attention that would cause it to reasonably cast doubt on the Directors’ view as stated +above. +We identified the relationships between the Third-Party Payers and the Third-Party Settled +Customers and the legality of the arrangements through publicly available online information, +verification by sales personnel and supporting documents provided by the customers. +During the Track Record Period and up to the Latest Practicable Date, (i) we had not encountered +any disputes with, nor received any refund request from, any Third-Party Settled Customer or +Third-Party Payer, (ii) we had not been subject to any administrative penalties by any PRC government +authorities with respect to the third-party payment arrangements, and (iii) the pricing, payment and +other salient terms of the agreements we entered into with the Third-Party Settled Customers were in +line with our other customers not involved in the Third-Party Payment Arrangement. +During the Track Record Period and up to the Latest Practicable Date, (i) the third-party payments +we accepted were not intended to circumvent any applicable PRC tax laws and regulations or other +applicable PRC laws and regulations, (ii) all payments we received from the Third-Party Payers had +been duly recorded according to the accounting procedures and policies, (iii) we had fully paid all taxes +applicable to the payments we received from the Third-Party Payers according to applicable PRC tax +laws and regulations, and (iv) we had not been subject to any inquiry, investigation or administrative +penalties by the competent government authorities concerning the PRC tax laws and regulations as a +result of the third-party payments we received. Based on the foregoing, as advised by our PRC Legal +Advisor, the third-party payments we accepted during the Track Record Period were in compliance with +imperative provisions of applicable PRC laws or regulations. +To the best knowledge of our Directors, during the Track Record Period and up to the Latest +Practicable Date, (i) our third-party payments are backed by legitimate transaction and commercially +reasonable arrangements, and there is no concealment or misrepresentation of the origin or nature of +any criminal proceeds or income derived from such proceeds, which means these payments do not +constitute money laundering, nor do they involve any situation that would lead to criminal liability +under applicable PRC laws and regulations; (ii) we have established internal control systems to ensure +the authenticity, legality and compliance of business activities involving third-party payments, including +entering into tripartite payment agreements with both Third-Party Settled Customers and payers; and +(iii) we have not engaged in any activities that would violate Article 191 of the Criminal Law of the +PRC, which pertains to the concealment or misrepresentation of the origin and nature of criminal +proceeds. +To manage the potential risks associated with third-party payments, we have implemented an +account receivable management policy with clear guidelines to manage third-party payments, such as +prohibiting unauthorized third-party payments, requiring the use of entrusted payment agreements, and +establishing evaluation and monitoring procedures for third-party transactions. We require all parties +involved in third-party payment arrangements, including Third-Party Payers and Third-Party Settled +Customers, to sign an entrusted payment agreement with us. Under this agreement, the Third-Party +Payer, acting on behalf of the Third-Party Settled Customer, will pay us the amounts owed by the +Third-Party Settled Customer. Our finance department is responsible for evaluating the reasonableness +and necessity of any third-party payments, examining whether the payment amounts to be paid +BUSINESS +– 166 – + + +--- page 175 --- +accurately reflect the outstanding amounts owed to us, verifying the authenticity of the payments, and +deciding on the authorization of the third-party payment arrangement. They promptly report any +unauthorized or unusual payments made by Third-Party Payers on behalf of Third-Party Settled +Customers to the sales department and senior management. After consulting with our internal control +consultant, our Directors believe internal control measures are sufficient to prevent the recurrence of +third-party payments. +See “Risk Factors — Risks Relating to Our Business and Industry — The wide variety of payment +methods that we accept subjects us to third-party payment processing related risks” for details. +INTELLECTUAL PROPERTY RIGHTS +Intellectual property rights are important to our business. Our future commercial success depends, +in part, on our ability to obtain and maintain patents and other intellectual property rights and +proprietary protections for commercially important technologies, inventions and know-how related to +our business, defend and enforce our patents, preserve the confidentiality of our trade secrets, and +operate without infringing, misappropriating or otherwise violating the intellectual property rights of +third parties. +As of the Latest Practicable Date, we owned 195 registered patents in China and four registered +patents in Japan, among which 67 are invention patents. As of the same date, we had 31 patent +applications in China and eight PCT applications, which were pending approval. We believe there are +no material impediments to the grant of such patent applications. As of the Latest Practicable Date, we +had 53 software copyrights in China and 174 registered trademarks globally. +We acquire patents through self-development. During the Track Record Date and as of the Latest +Practicable Date, we owned all our patents as well as patent applications and had no co-ownership or +co-sharing arrangements of our patents and patent applications with third parties. +The table below sets out the portfolio of material granted patents for our core technologies in +relation to our Specialist Technology Products as of the Latest Practicable Date, for which we are the +registered owner: +No. Name of patent Type Covered region Registered owners +Related specialist +technology product +Patent registration +number Date of grant Expiry date +1 Multi-line laser positioning method and +positioning device, computer equipment, +storage medium ......... +Invention Patent China Our Company Robotic controller ZL 2022 1 +1496783.8 +April 7, 2023 November 27, 2042 +2 An automatic map update method and +system, and storage medium ..... +Invention Patent China Our Company Robotic controller ZL 2023 1 +0277053.7 +July 4, 2023 March 20, 2043 +3 Calibration method and system for +steering wheel installation position of +mobile robots, and storage medium .. +Invention Patent China Our Company Robotic controller ZL 2023 1 +0275078.3 +July 4, 2023 March 20, 2043 +4 Joint parameter calibration method, +system, device, and storage medium for +mobile robots .......... +Invention Patent China Our Company Robotic controller ZL 2023 1 +0317609.0 +July 4, 2023 March 28, 2043 +5 A transportation dispatch task scheduling +method, system, and storage medium .. +Invention Patent China Our Company Software ZL 2023 1 +0641298.3 +October 31, 2023 May 31, 2043 +6 A cross-regional path planning method, +system, and storage medium ..... +Invention Patent China Our Company Software ZL 2023 1 +0882244.6 +October 31, 2023 July 17, 2043 +7 A 2D laser localization quality evaluation +method, system, and storage medium .. +Invention Patent China Our Company Robotic controller ZL 2023 1 +0964885.6 +October 31, 2023 August 1, 2043 +8 A method and system for planning robot +detour paths on a navigation route .. +Invention Patent China Our Company Robotic controller ZL 2023 1 +0832043.5 +October 31, 2023 July 6, 2043 +BUSINESS +– 167 – + + +--- page 176 --- +No. Name of patent Type Covered region Registered owners +Related specialist +technology product +Patent registration +number Date of grant Expiry date +9 A method, system, and storage medium +for detecting 2D laser localization loss . +Invention Patent China Our Company Robotic controller ZL 2023 1 +1098384.0 +November 24, 2023 August 28, 2043 +10 A path planning method for an +autonomous driving device ..... +Invention Patent China Our Company Robotic controller ZL 2021 1 +0748031.5 +December 15, 2023 June 30, 2041 +11 A calibration method and system for +robotic arm calibration data, and storage +medium ............ +Invention Patent China Our Company Robotic controller ZL 2023 1 +1472397.X +January 23, 2024 November 6, 2043 +12 A 3D grasping method and system for +composite robots based on object plane +features ............ +Invention Patent China Our Company Robotic controller ZL 2022 1 +0746771.X +March 19, 2024 June 27, 2042 +13 A recognition and localization method and +system based on neural networks, and a +storage medium ......... +Invention Patent China Our Company Robotic controller ZL 2023 1 +1608176.0 +March 19, 2024 November 28, 2043 +14 A 3D hand-eye calibration method and +device for mobile robots ...... +Invention Patent China Our Company Robotic controller ZL 2021 1 +0689530.1 +March 26, 2024 June 20, 2041 +15 A 3D moving object tracking method, +system, and storage medium ..... +Invention Patent China Our Company Robotic controller ZL 2024 1 +0048656.4 +April 9, 2024 January 11, 2044 +16 A multi-robot cooperative freight control +method, system, and storage medium .. +Invention Patent China Our Company Software ZL 2024 1 +0013110.5 +April 9, 2024 January 3, 2044 +17 An automatic map updating method and +device for mobile robots ...... +Invention Patent China Our Company Robotic controller ZL 2021 1 +0688684.9 +April 9, 2024 June 20, 2041 +18 A laser SLAM method based on phase +correlation and factor graph, and +readable storage medium ...... +Invention Patent China Our Company Robotic controller ZL 2021 1 +0689529.9 +April 30, 2024 June 20, 2041 +19 Degenerate splicing method, device, and +storage medium for trajectories +containing straight path segments ... +Invention Patent China Our Company Robotic controller ZL 2021 1 +1151249.9 +May 3, 2024 September 28, 2041 +20 A multi-agent path planning method based +on floating resources, navigation server, +and readable storage medium .... +Invention Patent China Our Company Software ZL 2021 1 +1595537.3 +August 13, 2024 December 23, 2041 +21 Deviation correction method, system, and +storage medium for cargo picking and +placing by box-type handling robots .. +Invention Patent China Our Company Robotic controller ZL 2024 1 +1107295.2 +October 15, 2024 August 12, 2044 +22 A collaborative robot motion path +planning method, system, and storage +medium ............ +Invention Patent China Our Company Robotic controller ZL 2024 1 +1290700.9 +February 14, 2025 September 13, 2044 +23 Map stitching method, storage medium, +and electronic device ....... +Invention Patent China Our Company Robotic controller ZL 2025 1 +0075142.2 +May 6, 2025 January 16, 2045 +24 A robot TCP calibration method, system +and storage medium based on primitive +geometric elements ........ +Invention Patent China Our Company Robotic controller ZL 2023 1 +0570842.X +May 19, 2023 May 18, 2043 +25 A method, system and storage medium for +ensuring multi-robot consensus ... +Invention Patent China Our Company Robotic controller ZL 2025 1 +0500560.1 +April 21, 2025 April 20, 2045 +26 A method and system for pallet +identification and positioning based on +a 3D sensor .......... +Invention Patent China Our Company Robotic controller ZL 2022 1 +0750713.4 +June 28, 2022 June 27, 2042 +27 A steering angle compensation calibration +method and system for +multi-steering-wheel robotic mobile +chassis ............ +Invention Patent China Our Company Robotic controller ZL 2026 1 +0044364.2 +April 7, 2026 January 13, 2046 +BUSINESS +– 168 – + + +--- page 177 --- +No. Name of patent Type Covered region Registered owners +Related specialist +technology product +Patent registration +number Date of grant Expiry date +28 A robot calibration method, system, and +storage medium based on optical motion +capture ............ +Invention Patent China Our Company Robotic controller ZL 2026 1 +0038565.1 +April 21, 2026 January 12, 2046During the Track Record Period and up to the Latest Practicable Date, we had not been involved +in any material legal, arbitral, or administrative proceedings or claims of infringement of any +intellectual property rights, in which we may be a claimant or a respondent. Our Directors confirm that +they are not aware of any material legal, arbitral or administrative proceedings for infringement of any +third party’s intellectual property rights by us as of the Latest Practicable Date. +LOGISTICS AND INVENTORY MANAGEMENT +We engage third-party logistics service providers for delivery services. Robotic controllers and +robots that have passed quality inspections are delivered by the logistics service providers directly to +locations specified by our customers. +Our inventories include (i) raw materials, consisting primarily of components and consumables +used on robots; (ii) work in progress, representing products that are still in the manufacturing or +assembly process and not yet ready for sale; (iii) finished goods, consisting primarily of products that +have not been sold to customers and (iv) goods in transit, consisting primarily of products that have +been shipped to customers. As of December 31, 2023, 2024 and 2025, our inventories were RMB85.3 +million, RMB94.9 million and RMB107.1 million, respectively. See “Financial Information — +Discussion of Certain Key Items on Consolidated Statements of Financial Position — Assets — +Inventories” for details. We have a strict inventory control policy to monitor our inventory levels to +minimize obsolete inventory. Through close coordination with our customers and our third-party +manufacturers, we are able to carry fewer components and in-process inventories and lower our +inventory risk. +To prevent future occurrences of significant write-down of inventories, we have implemented the +following inventory management measures: (i) conduct more detailed sales forecasts taking into +consideration factors such as sales strategy, historical sales data, industry changes, inventory levels and +supply chain risks; (ii) strengthen the review process of the key terms in relation to our agreements +with customers to mitigate inventory risks which may arise from such agreements; and (iii) +communicate more frequently with customers to obtain a better understanding of market demand. +QUALITY CONTROL +We are committed to maintaining the highest level of quality in our products and have established +a robust quality control system covering all stages of our operations, from production to after-sales +services. We have delegated most production and testing processes to third-party manufacturers while +retaining full control over the final quality acceptance of robotic controllers and robots. +We have a dedicated testing and quality control department consisting of 19 personnel responsible +for establishing standardized inspection protocols across the supply chain as of December 31, 2025. In +2024, we implemented a digitalized quality verification process to enhance traceability and +transparency. Under this system, third-party manufacturers are required to upload images and data of +finished goods to our centralized system, evidencing compliance with our quality standards. Our testing +and quality control department independently reviews these submissions and only approves shipments +that meet our criteria. This online verification system ensures 100% quality acceptance of outbound +products with a more traceable and efficient process. +We also monitor the quality of incoming components, generally requiring our suppliers to provide +warranties of 12 months. At the procurement stage, we conduct thorough sample testing and enter into +quality assurance agreements with suppliers. +BUSINESS +– 169 – + + +--- page 178 --- +We typically provide a 14-month warranty from the date of delivery or a 12-month warranty from +the date of inspection and acceptance. The warranty covers defects or failures that fall below our +contractual quality standards. For product failure within the warranty period, we offer repair or +replacement services for free. After the warranty period, we may continue to provide maintenance +services for a reasonable fee. As a result of our adherence to quality control procedures, we did not +experience any material product recalls, sales returns or legal claims arising from product safety or +quality issues during the Track Record Period and up to the Latest Practicable Date. +MARKET OPPORTUNITY AND COMPETITION +The global intelligent robot industry, as measured by revenue, has grown from RMB130.2 billion +in 2021 to RMB307.4 billion in 2025, at a CAGR of 24.0%, and is expected to reach RMB850.0 billion +in 2030, at a CAGR of 24.6% from 2026 to 2030. The rapid growth of the intelligent robot market is +primarily driven by advancements in AI, mature supply chains and lower costs, upgraded demand for +customization, government support and major applications in industrial scenarios. As a result, the +industrial intelligent robot industry has emerged as a key growth area within the broader intelligent +robot industry. +We operate in multiple segments along the industry value chain, encompassing component +development, design and development of robots and development of algorithms and software. +According to CIC, we ranked second globally in 2025 in terms of the number of industrial intelligent +robots equipped with the controllers supplied by the relevant robotics companies. According to the +same source, we ranked first globally by robotic controller sales volume in 2025. In terms of revenue +from sales of industrial intelligent robots in 2025, we ranked seventh globally in 2025, according to +CIC. Leveraging our leading laser SLAM positioning technology, we were the first in the industry to +achieve positioning accuracy of ±2mm. In 2025, our gross margin reached 47.4%, outperforming our +peers within the industrial intelligent robot industry. +OVERLAPPING OF CUSTOMERS AND SUPPLIERS +According to CIC, the intelligent robot industry comprises multiple specialized segments, +including component design and manufacturing, robot design and development, manufacturing, +assembly and integration, and algorithm and software development. To satisfy the evolving demands of +end customers, enterprises in the industry often procure products or services from peers to deliver +comprehensive solutions. As a result, it is common for upstream and downstream enterprises within the +intelligent robot industry to engage in transactions with each other as both suppliers and customers. +Our platform for intelligent robots is centered around control systems. On the one hand, we +procure manufacturing services and components from other industry participants to support our product +offerings. On the other hand, these enterprises may also procure our products, including controllers, +robots and software to enhance their own solutions. This overlap between customers and suppliers +reflects the highly interconnected nature of the intelligent robotics ecosystem. In 2023, 2024 and 2025, +our sales to customers who also served as our suppliers (“ Overlapped Business Partners ”) amounted +to RMB48.3 million, RMB82.1 million and RMB75.3 million, accounting for 19.4%, 24.2% and 17.0% +of our total revenue. During the same years, our purchases from Overlapped Business Partners +amounted to RMB60.7 million, RMB113.0 million and RMB111.9 million, accounting for 47.9%, +61.5% and 48.2% of our total cost of sales, respectively. In 2023, 2024 and 2025, gross profit +attributable to Overlapped Business Partners amounted to RMB21.6 million, RMB26.8 million and +RMB33.9 million, accounting for 17.6%, 17.2% and 16.2% of our total gross profit, respectively. The +relatively high contribution by Overlapped Business Partners to our revenue and cost on an aggregate +basis were primarily due to the asymmetric nature of certain transactions during the Track Record +Period, where the amount of purchases or sales between us and an Overlapped Business Partner was +significantly larger than the corresponding sales or purchases. As our calculation methodology includes +the full amount of both sales and purchases for such partners, the proportion of overlapped transactions +in total revenue or cost is amplified. +BUSINESS +– 170 – + + +--- page 179 --- +Customer C, our third-largest customer in 2023, largest customer in 2024 and second-largest +customer in 2025, was also our supplier in 2023, 2024 and 2025. We mainly provided robotic +controllers, robots, software and accessories to Customer C, and Customer C mainly provided +components for us. In 2023, 2024 and 2025, our sales to Customer C amounted to RMB9.6 million, +RMB35.5 million and RMB16.4 million, accounting for 3.9%, 10.4% and 3.7% of our total revenue, +respectively. In 2023, 2024 and 2025, our purchases from Customer C amounted to RMB4.1 million, +RMB1.5 million and RMB3.5 thousand, accounting for 3.2%, 0.8% and less than 0.1% of our total cost +of sales, respectively. +Customer Group E, our fifth-largest customer in 2023, was also our supplier during the Track +Record Period. We mainly provided robotic controllers, robots, software and accessories to Customer +Group E, and Customer Group E mainly provided manufacturing services for us. In 2023, 2024 and +2025, our sales to Customer Group E amounted to RMB5.9 million, RMB0.9 million and RMB0.2 +million, accounting for 2.4%, 0.3% and 0.1% of our total revenue, respectively. In 2023, 2024 and +2025, our purchases from Customer Group E amounted to RMB0.3 million, RMB41.0 thousand and +RMB30.0 thousand, accounting for 0.3%, 0.02% and less than 0.1% of our total cost of sales, +respectively. +Customer Group H, our fourth-largest customer in 2024, was also Supplier Group B, our +second-largest supplier in 2023, 2024 and fourth-largest supplier in 2025. We mainly provided robotic +controllers, robots, software as well as accessories to Customer Group H, and Customer Group H +mainly provided manufacturing services for us. In 2023, 2024 and 2025, our sales to Customer Group H +amounted to RMB5.2 million, RMB7.1 million and RMB9.9 million, accounting for 2.1%, 2.1% and +2.2% of our total revenue, respectively. During the same years, our purchases from Customer Group H +amounted to RMB12.7 million, RMB16.3 million and RMB11.9 million, accounting for 10.0%, 8.9% +and 5.1% of our total cost of sales, respectively. +Customer K, our third-largest customer in 2025, was also our supplier in 2025. We mainly +provided robotic controllers to Customer K, and Customer K mainly provided manufacturing services +for us. In 2023, 2024 and 2025, our sales to Customer K amounted to RMB5.6 million, RMB3.9 million +and RMB12.6 million, accounting for 2.2%, 1.2% and 2.8% of our total revenue, respectively. In 2025, +our purchase from Customer K amounted to RMB1.2 million, accounting for 0.5% of our total cost of +sales. +Although Customer C, Customer Group E, Customer Group H and Customer K also have in-house +robotic manufacturing capabilities, their purchases from us primarily related to robotic products beyond +their production scope. The robotics category encompass a broad range of product types, and these +customers generally focus on selected robotic products for internal manufacturing. Their procurement +from us reflects commercial needs for specific products to complement their own product portfolios. +Supplier A, our largest supplier in 2023, 2024 and 2025, was also our customer in 2023, 2024 and +2025. We mainly provided robotic controllers and accessories to Supplier A, and Supplier A mainly +provided manufacturing services for us. In 2023, 2024 and 2025, our sales to Supplier A amounted to +RMB70.0 thousand, RMB0.1 million and RMB4.8 million, accounting for 0.0%, 0.0% and 1.1% of our +total revenue, respectively. During the Track Record Period, our purchases from Supplier A amounted to +RMB18.4 million, RMB29.0 million and RMB23.4 million, accounting for 14.5%, 15.8% and 10.1% of +our total cost of sales, respectively. +Supplier D, our fourth-largest supplier in 2023, was also our customer during the Track Record +Period. We mainly provided robotic controllers, robots, software and accessories to Supplier D, and +Supplier D mainly provided manufacturing services for us. In 2023, 2024 and 2025, our sales to +Supplier D amounted to RMB4.6 million, RMB4.0 million and RMB1.6 million, accounting for 1.8%, +1.2% and 0.4% of our total revenue, respectively. During the same years, our purchases from Supplier +D amounted to RMB6.5 million, RMB1.8 million and RMB0.5 million, accounting for 5.1%, 1.0% and +0.2% of our total cost of sales, respectively. +BUSINESS +– 171 – + + +--- page 180 --- +Supplier Group F, our third-largest supplier in 2024, was also our customer during the Track +Record Period. We mainly provided robotic controllers, robots, software and accessories to Supplier +Group F, and Supplier Group F mainly provided manufacturing services for us. In 2023, 2024 and 2025, +our sales to Supplier Group F amounted to RMB2.4 million, RMB4.4 million and RMB3.6 million +accounting for 1.0%, 1.3% and 0.8% of our total revenue, respectively. During the same years, our +purchases from Supplier Group F amounted to RMB3.6 million, RMB10.5 million and RMB10.8 +million, accounting for 2.8%, 5.7% and 4.7% of our total cost of sales, respectively. +Supplier G, our fourth-largest supplier in 2024, was also our customer during the Track Record +Period. We mainly provided robotic controllers, robots, software and accessories to Supplier G, and +Supplier G mainly provided manufacturing services for us. In 2023, 2024 and 2025, our sales to +Supplier G amounted to RMB0.3 million, RMB0.3 million and RMB0.5 million, accounting for 0.1%, +0.1% and 0.1% of our total revenue, respectively. During the same years, our purchases from Supplier +G amounted to RMB2.7 million, RMB7.7 million and RMB10.2 million, accounting for 2.2%, 4.2% and +4.4% of our total cost of sales, respectively. +Supplier H, our fifth-largest supplier in 2024, was also our customer during the Track Record +Period. We mainly provided robotic controllers, software and accessories to Supplier H, and Supplier H +mainly provided manufacturing services for us. In 2023, 2024 and 2025, our sales to Supplier H +amounted to RMB0.5 million, RMB0.2 million and RMB0.1 million, accounting for 0.2%, 0.1% and +less than 0.1% of our total revenue, respectively. In 2024 and 2025, our purchases from Supplier H +amounted to RMB7.5 million and RMB4.1 million, accounting for 4.1% and 1.8% of our total cost of +sales, respectively. +Supplier I, our third-largest supplier in 2025, was also our customer during the Track Record +Period. We mainly provided robotic controllers to Supplier I, and Supplier I mainly provided +manufacturing services for us. In 2023, 2024 and 2025, our sales to Supplier I amounted to RMB0.4 +million, RMB0.2 million and RMB42 thousand, accounting for 0.2%, less than 0.1% and less than 0.1% +of our total revenue, respectively. In 2023, 2024 and 2025, our purchases from Supplier I amounted to +RMB0.7 million, RMB5.0 million and RMB11.9 million, accounting for 0.6%, 2.7% and 5.1% of our +total cost of sales, respectively. +Supplier J, our fifth-largest supplier in 2025, was also our customer during the Track Record +Period. We mainly provided robotic controllers to Supplier J, and Supplier J mainly provided +manufacturing services for us. In 2023, 2024 and 2025, our sales to Supplier J amounted to RMB0.1 +million, RMB0.3 million and RMB0.8 million, accounting for less than 0.1%, 0.1% and 0.2% of our +total revenue, respectively. During the same years, our purchases from Supplier J amounted to RMB0.1 +million, RMB3.1 million and RMB11.7 million, accounting for 0.1%, 1.7% and 5.0% of our total cost +of sales, respectively. +Negotiations of the terms of our sales to and purchases from the overlapping customer and +supplier were conducted on a project-by-project basis, and purchases were neither interconnected nor +inter-conditional with each other. Our Directors confirmed that all of our sales to and purchases from +these overlapping customers and suppliers were entered into after due consideration taking into account +the prevailing purchase and selling prices at the relevant times, conducted in the ordinary course of +business under normal commercial terms and on an arm’s length basis. +ANALYSIS ABOUT U.S. TRADE- AND INVESTMENT-RELATED LA WS AND REGULATIONS +U.S. SANCTIONS +During the Track Record Period and up to the Latest Practicable Date, we do not have any sales to +countries subject to International Sanctions. +BUSINESS +– 172 – + + +--- page 181 --- +U.S. Export Controls Laws and Regulations +The United States has increased export controls restrictions on China through the Export +Administration Regulations (the “ EAR”), administered by the Bureau of Industry and Security of the +U.S. Department of Commerce (the “ BIS”). See “Regulatory Overview — U.S. Export Controls” for +details. +Historically, on November 9, 2022, as requested by a China-based customer in the purchase order, +we sold one product that was subject to the EAR and classified as ECCN 5a992.z to such customer due +to the lack of awareness to the export restrictions applied to such product. The aggregate revenue +generated from such one-off sale was RMB15,000, or approximately US$2,103. For the definition of +ECCN 5a992.z, see “Regulatory Overview — U.S. Export Controls” for details. As advised by our +International Sanctions Legal Advisor, such 5A992.z items are controlled for regional stability reason +(“RS Controlled Items ”), thus are subject to a license requirement for the export to any entity, located +in China regardless of whether such entity is designated on the Entity List, including in-country +transfer. As advised by our International Sanctions Legal Advisor, our sale of this particular product +represented a violation of the applicable U.S. export controls and the monetary penalty for such +inadvertent one-off violation is estimated to be US$10,000 if the BIS decided to pursue an enforcement, +and the risk that our current business activities resulting in any material sanctions designation risk to +the Relevant Persons is also low, on the basis that (i) the procurement and the subsequent sale were +one-off and nominal in nature; (ii) we have implemented comprehensive internal control measures, +including (a) screening potential sales and procurement transactions to identify whether the relevant +products are subject to export control restrictions and, where potential restricted items are identified, +consulting the internal legal function prior entering into such transactions; (b) at the contract-approval +stage, if a sales or procurement team intends to enter into an agreement with a customer or supplier +identified as high-risk, requiring the transaction to undergo enhanced due diligence and a compliance +review conducted by the relevant corporate functions; and (c) conducting periodic, dynamic screening +of our existing customer and supplier base to identify any changes in sanctions status after onboarding; +(iii) we have no existing contractual obligations to fulfill that would require us to procure RS +Controlled Items; and (iv) we have suspended all procurements from the said supplier, the risk is low +that the BIS would impose significant fines or pursue significant non-monetary penalties against us. +After consulting with our internal control consultant, our Directors believe that the above internal +control measures are sufficient and effective to prevent the recurrence of similar incidents. Therefore, +based on the aforementioned advice of our International Sanctions Legal Advisor, our Directors are of +the view, concurred by our Sole Sponsor, that the foregoing would not give rise to any sanction risks +that would materially affect the Group’s business operations or financial performance. +During the Track Record Period, we procured certain types of products classified as ECCN 5A991 +and ECCN 5A992.c that are controlled for anti-terrorism reasons (“ AT Controlled Products ”). Given +that our procurement, use, sale of such AT Controlled Products did not involve any Sanctioned Targets, +and did not involve exports or transactions to any (i) entities designated on the BIS Entity List, Denied +Persons List, or Unverified List including the Relevant Entities; and/or (ii) entities headquartered in, +ordinarily resident in, or owned or controlled by governments of any Comprehensively Sanctioned +Countries, as well as Russia and Belarus (collectively, “ AT Restrictions Sanctioned Targets ”). As +advised by our International Sanctions Legal Advisor, during the Track Record Period and up to the +Latest Practicable Date, our business activities did not represent a violation of the applicable U.S. +export controls (including the U.S. Export Controls restrictions on AT Controlled Products), as we did +not sell AT Controlled Products to any AT Restrictions Sanctioned Targets. +Therefore, based on the aforementioned advice of our International Sanctions Legal Advisor and +taking into account their view, our Directors are of the view that during the Track Record Period and up +to the Latest Practicable Date, our business activities had not been affected by the U.S. export control +laws in any material respect. +BUSINESS +– 173 – + + +--- page 182 --- +U.S. Outbound Investment Screening Program +On October 28, 2024, the U.S. Department of the Treasury issued a final rule on U.S. outbound +investment (the “ Final Rule ”), which became effective on January 2, 2025. The Final Rule imposes +investment prohibition and notification requirements on U.S. persons for a wide range of investments in +entities associated with China (including Hong Kong and Macau) that are engaged in activities relating +to three sectors: (i) semiconductors and microelectronics, (ii) quantum information technologies, and +(iii) artificial intelligence systems, collectively defined as “Persons.” As advised by our International +Sanctions Legal Advisor after performing the procedures they consider necessary, we are likely to be +deemed a “Covered Foreign Person” engaged in activities described in the definition of “Notifiable +Transaction” — namely the development of an AI system intended to be used for the control of robotic +systems but not those described in the definition of “Prohibited Transaction” under the Final Rule such +as developing any AI system that is designed to be exclusively used for: (i) military end use; or (ii) +government intelligence or mass-surveillance end use. If we are deemed a “covered foreign person,” +and if U.S. persons engages in “Notifiable Transactions” (each as defined under the Final Rule) that +involve the acquisition of our equity interests, such U.S. persons could be required to make a +notification pursuant to the Final Rule. However, under the PTSE, U.S. persons are allowed to invest in +our publicly traded securities, as long as (i) the investment does not afford the U.S. person rights +beyond standard minority shareholder protections (such standard protections including the power to +prevent the sale or pledge of all assets of an entity, the power to prevent an entity from entering into +contracts with majority investors and the power of prevent the change of existing legal rights or +preferences of the particular class of stock held by minority investors) with respect to the covered +foreign person; and (ii) the shares are officially available for public trading after the initial public +offering. Based on the aforementioned advice of our International Sanctions Legal Advisor, our +Directors are of the view that, the Final Rule is not expected to have any material impact on our +operations or financial performance because such rule only pose restrictions on U.S. persons’ +investments instead of our routine business operation. Our Directors and our International Sanctions +Legal Advisor are also of the view that, although U.S. persons could be subjected to a notification +requirement when acquiring our equity interest by taking part in the Global Offering, given the +aforementioned PTSE applicable to our publicly traded securities, which allow U.S. persons to invest in +our publicly traded securities as long as the investment does not afford a U.S. person rights beyond +standard minority shareholder protections, the Final Rule is not expected to have material adverse +impact to our investment prospect. See “Risk Factors — Risks Relating to Our Business and Industry +— We may be subject to the risks associated with international trade policies, geopolitics and trade +protection measures, including imposition of trade restrictions and sanctions, and our reputation, +business, financial condition and results of operations could be adversely affected” for details. +U.S. Tariffs +We sell our robotic controllers and robots to customers who are located in the U.S.. For a majority +of our sales to the United States, the U.S. customers, instead of our Company, are responsible for the +customs, duties, levies and tariffs. The applicable Section 301 Tariff rates on our products imposed by +the U.S. government are 7.5% (for example, certain accessories of our robots) or 25% (for example, +certain of our robots) (in addition to any of the applicable most favored nation rate and the 10% +reciprocal tariff rate). In 2023, 2024 and 2025, our revenue generated from sales to the United States +was RMB3.2 million, RMB11.2 million and RMB17.4 million, respectively, accounting for 1.3%, 3.3% +and 3.9% of our total revenue, respectively. To our Directors’ best knowledge, a substantial majority of +our products are sold to and ultimately used in non-US territories, and the Company’s non-US +customers do not rely on export sales to the U.S. with respect to the Company’s products. On +November 1, 2025, the U.S. government announced that the 10% reciprocal tariff will be maintained +until November 10, 2026. Since the United States proposed to impose multiple rounds of tariffs on a +wide range of goods imported from China from February 2025 and up to the Latest Practicable Date, +we have not experienced order cancellations, requests to suspend delivery of products or requests to +reduce the purchase prices from or by our U.S. customers nor have we experienced a material decrease +in the sales volume of robots and robotic controllers sold to U.S. customers. Therefore, on the basis that +BUSINESS +– 174 – + + +--- page 183 --- +the sales to the United States did not contribute a material portion of our total revenue in each year +during the Track Record Period, it is of the view of the Directors that the changes in U.S. tariffs on our +products would not have a material adverse impact on our business, operating results or financial +position. +DATA SECURITY AND PRIV ACY +We are headquartered in the PRC and sell our products in approximately 35 countries and regions +worldwide. In the ordinary course of our business, we do not collect or access customers’ personal +information, such as identification documents, or sensitive data, such as their production schedules. We +do not provide data collected from our customers to any third parties or engage in any cross-border +transmission of data. +During the customer acquisition stage, we may collect basic customer contact information through +our website or marketing events. During the service and after-sales phase, we communicate with +customers to understand their service needs and provide support. Similarly, we collect only basic +contact information from suppliers. In delivering these products, we engage in certain data-related +activities to support the functionality, efficiency and security of our products, promote transparency +with customers and obtain their prior consent before proceeding. Specifically, we may access certain +non-personal operational data, such as device location and environmental parameters of deployment +sites, including warehouse facilities’ conditions, technical specifications, and product-related +information for operational and fault analysis purposes. The environmental parameters are stored in +customers’ local servers and are only shared with us when they encounter technical issues that require +our support. +We train our AI models on proprietary data generated from robot operations in our testing center +and in-house simulation environments. In circumstances where customers voluntarily share +environmental parameters with us in connection with technical issues, such data may also be +incorporated into our AI model training. +We have implemented a comprehensive internal framework for data security and privacy and +promote regulatory compliance, under which we shall obtain customers’ prior consent and authorization +for the collection of data. The collected data is generally retained for three years and is used solely for +operational analysis, product optimization and customer support. To prevent unauthorized access to or +leakage of data, we set up an access control system for information in our internal system so that it +cannot be viewed without proper authorization or exported in bulk. We set up firewalls to prevent +information loss or leakage caused by cyber-attacks. In addition, we from time to time examine the +security of our data storage system. We strictly restrict the range of data that our employees are +authorized to access based on their title and function. We have entered into confidentiality agreements +with our employees to prevent improper use or disclosure of information. +In addition, we continue to pay close attention to the legislative and regulatory developments in +cybersecurity and data protection and conduct routine cybersecurity and data protection compliance +checks and rectification to keep pace with regulatory developments. In particular, we have established a +comprehensive set of internal cybersecurity and data protection rules and policies. We have also +formulated the data security management policy, personal information security guidance and +information security governance policy, which provide the principal management rules on cybersecurity +and data protection. As advised by our PRC Legal Advisor, we have been in compliance with the +relevant PRC laws and regulations in all material aspects in respect of data security and privacy during +the Track Record Period and up to the Latest Practicable Date. +During the Track Record Period and up to the Latest Practicable Date, we did not experience any +material data leakage or data loss, nor did we experience any material unauthorized use of customers’ +personal information. During the same years, our information technology and software systems had not +encountered any malfunction, unexpected system failure, interruption or security breach. +BUSINESS +– 175 – + + +--- page 184 --- +EMPLOYEES +As of December 31, 2025, we had 527 full-time employees, with approximately 98.5% based in +Chinese Mainland and 1.5% based overseas. The following table sets forth the number of our +employees by function: +Employee Function +Number of +Employees % of Total +Research and development ................................ 193 36.6 +Sales and marketing .................................... 246 46.7 +General administration and management ........................ 88 16.7 +Total ............................................. 527 100.0 +Our success deeply rests with our ability to attract, retain and motivate qualified talents, and we +believe that our high-quality talent pool is one of our core strengths and competitive advantages. We +recruit with high standards and rigorous procedures and through various methods, including campus +recruitment, online recruitment, internal referral programs and third-party recruiters, to select the +best-fit personnel for the corresponding positions in response to our various talent demands. +We invest in continuing education and training programs, including regular and tailor-made +internal and external training, for our employees to improve their professional knowledge, and +management skills, upgrade their skill sets and keep abreast of the industry standards in their respective +positions. We also organize activities to provide our employees with a deeper understanding of our +culture. +In line with PRC laws, we participate in government-mandated employee benefit plans, including +social insurance for pensions, medical care, unemployment, work-related injury, maternity and housing +funds. We are required by PRC law to contribute to employee benefit plans at specific rates based on +employee salaries, bonuses, and certain allowances, up to limits set by local regulations. During the +Track Record Period, we met these requirements in all material respects without incurring any +significant administrative fines or penalties. +We believe we have a positive working relationship with our employees. We have not established +a labor union. Throughout the Track Record Period and up to the Latest Practicable Date, we +experienced no strikes, work stoppages, or labor disputes that materially affected our business +operations. +During the Track Record Period and up to the Latest Practicable Date, we had not made social +insurance and housing provident fund contributions for some of our employees in full in accordance +with the relevant PRC laws and regulations, because such employees prefer to make contributions to +social insurance and housing provident funds based on the minimum standards according to the relevant +PRC laws and regulations. During the Track Record Period, the shortfall in social insurance +contributions amounted to approximately RMB1,392 thousand, RMB1,402 thousand and RMB1,234 +thousand, and the shortfall in housing provident fund contributions amounted to approximately +RMB176 thousand, RMB432 thousand and RMB254 thousand. See “Risk Factors — Risks Relating to +Our Business and Industry — Failure to make adequate contributions to various employee benefit plans +as required by regulations may subject us to penalties” for details. +During the Track Record Period and up to the Latest Practicable Date, we engaged three +third-party human resource agencies to pay social insurance and housing provident funds for certain of +our employees in certain locations where they work, primarily attributable to the preference of these +employees to participate in local social insurance and housing provident fund schemes in their places of +residency. Pursuant to the agreements entered into between the third-party agencies and us, the +third-party agencies have an obligation to pay social insurance and/or housing provident funds for our +relevant employees. +BUSINESS +– 176 – + + +--- page 185 --- +Those employees, for whom we engaged third-party agencies to pay social insurance and housing +provident fund contributions, have provided written confirmations stating that they had authorized us to +engage third-party agencies, and that we had fulfilled the obligation to make social insurance and +housing provident fund contributions on their behalf, and that they would not have any disputes with us +or the relevant third-party agencies in connection with such arrangements. +We intend to terminate such arrangements prior to June 30, 2028, and will instead make social +insurance and housing provident fund contributions for the relevant employees directly through our +branches or other appropriate arrangements in accordance with applicable laws and regulations. +According to the Social Insurance Law and the Administration of Housing Provident Funds ( И +၍ଣૢԷ‘), employers shall apply for registration on behalf of the employees and pay on +time and in full social insurance contributions and housing provident funds, but the aforementioned +regulations do not explicitly stipulate the legal consequences and potential liability of using such +agency agreements. As advised by our PRC Legal Advisor, the risk is remote that relevant local social +insurance and housing provident funds authorities will impose administrative penalty on us, and the +incident described above would not have a material adverse effect on our business and results of +operations. However, if local authorities subsequently determine that the use of third-party human +resource agencies is non-compliant, or if such agencies fail to fulfill their obligations regarding social +insurance or housing provident fund contributions for employees as required by Chinese laws and +regulations, we may be required to take corrective measures. This could include paying late payment +surcharges or penalties to address any non-compliance with social insurance and housing provident fund +obligations. See “Risk Factors — Risks Relating to Our Business and Industry — Failure to make +adequate contributions to various employee benefit plans as required by regulations may subject us to +penalties” for details. +According to relevant PRC laws and regulations, (i) in respect of outstanding social insurance +contributions, the relevant PRC authorities may demand us to pay the outstanding social insurance +contributions within a stipulated deadline and we may be liable to a late payment fee equal to 0.05% of +the outstanding amount for each day of delay; if we fail to make such payments, we may be liable to a +maximum fine or penalty equivalent to three times the amount of the outstanding contributions; and (ii) +in respect of outstanding housing provident fund contributions, we may be ordered to pay the +outstanding housing provident fund contributions within a prescribed time period; if the payment is not +made within such period, the relevant authority relating to housing provident fund contributions may +apply to court for compulsory execution. We might be subject to additional contribution, late payment +fee and/or penalties imposed by the relevant PRC authorities if the third-party human resource agency +failed to pay the social insurance or housing provident funds for the relevant employees in full amount +and/or in a timely manner, or if the validity of such arrangements is challenged by competent PRC +authorities. +We believe the shortfall in social insurance and housing provident fund would not have a material +adverse effect on our business and results of operations, because (i) as of the Latest Practicable Date, +we have obtained the compliance certificates from local social insurance and housing provident fund +authorities, which are competent authorities as confirmed by our PRC Legal Advisor, stating that the +relevant subsidiary is not subject to any significant administrative penalty due to non-compliances with +the relevant laws and regulations concerning social insurance and labor rights and housing provident +funds during the Track Record Period; (ii) during the Track Record Period and up to the Latest +Practicable Date, we had not received any notification from the relevant PRC authorities requiring us to +pay any shortfall with respect to social insurance and housing provident funds or imposing any +administrative penalties on us; (iii) during the Track Record Period and up to the Latest Practicable +Date, we were not aware of any material employee complaints or involved in any material labor +disputes with our employees with respect to social insurance and housing provident fund; (iv) we +undertake to make contributions for our employees in a manner as required as soon as practicable once +we receive the notification from the relevant government authorities, if any, to require us to make +contribution for the outstanding amounts or to amend our policies or practice in this regard, so that we +will not receive administrative punishment from the relevant government authorities due to the failure +to make the contributions in time; (v) pursuant to the Urgent Notice on Enforcing the Requirement of +the General Meeting of the State Council and Stabilizing the Levy of Social Insurance Payment (஫ +BUSINESS +– 177 – + + +--- page 186 --- +ٝpromulgated on September 21, +2018 by the Ministry of Human Resources and Social Security, administrative enforcement authorities +are prohibited from organizing and conducting centralized collection of enterprises’ historical social +insurance arrears; and (vi) as advised by our PRC Legal Advisor, the risk is remote that relevant local +social insurance and housing provident funds authorities will impose administrative penalty on us. +Based on the foregoing, we did not make provision for the shortfall in social insurance and housing +provident fund contribution. +To monitor our compliance with relevant laws and regulations in respect of social insurance and +housing provident fund contributions, we have taken the following internal control measures: (i) we +have designated our human resources department to review and monitor the reporting and contributions +of social insurance and housing provident funds on a monthly basis; (ii) we undertake to gradually +increase the applicable payment base for the social insurance and housing provident funds for our +employees within the next available time period in each year as indicated by the competent government +authorities; and (iii) we will consult our PRC Legal Advisor on a regular basis for advice on relevant +PRC laws and regulations to keep us abreast of relevant PRC laws and regulatory developments. +INSURANCE +We believe we have adequate insurance coverage in connection with our business operations by +putting in place all the mandatory insurance policies required by PRC laws and regulations. As required +by PRC laws and regulations, our employee-related insurance includes pension insurance, maternity +insurance, unemployment insurance, work-related insurance and medical insurance. In addition, we +have purchased employer liability insurance and accidental injury insurance for employees. As of the +Latest Practicable Date, we had not purchased product liability insurance. As advised by our PRC Legal +Advisor, we shall be liable for damages arising from defects in our products. Any violation of the +Product Quality Law of the People’s Republic of China may subject us to fines, order to cease +production of non-compliant products, and confiscation of illegal gains. According to CIC, our +insurance coverage is in line with the market practice. During the Track Record Period and up to the +Latest Practicable Date, we did not make any material insurance claims in relation to our business. See +“Risk Factors — Risks Relating to Our Business and Industry — We have limited insurance coverage, +which could expose us to operational risks” for details. +ENVIRONMENTAL, SOCIAL AND GOVERNANCE +We are committed to fostering sustainable practices, promoting social responsibility, and +maintaining strong governance standards, reflecting our dedication to Environmental, Social, and +Governance (“ ESG”) principles. During the Track Record Period and up to the Latest Practicable Date, +as advised by our PRC Legal Advisor, we had complied with all applicable PRC laws and regulations in +relation to health, safety, and environmental matters in all material aspects, and we had not been subject +to any fines or other penalties due to non-compliance with social, health, safety or environmental laws +and regulations. +ESG Governance +We are committed to fostering an enduring and positive impact on the ESG aspects for our +customers, suppliers, and the communities influenced by our operations and are committed to operating +our business in a lawful, ethical and responsible way. Our Board and management place significant +emphasis on ESG issues and have established pertinent operational mechanisms to support sustainable +business practices. +To enhance ESG governance, we have engaged external consultant to provide targeted ESG +trainings to our Board. The training covers a wide range of ESG-related topics, including climate +scenario analysis and governance frameworks, climate risk management, methodologies for accounting +GHG emissions (Scope 3), and the allocation of ESG responsibilities among the Board and its +committees. Our Board regularly reviews our overall ESG performance to ensure our adherence to +sustainable practices. Such evaluation processes reference industry leaders and peers of comparable +sizes as benchmarks for continuous improvement. Additionally, our Board and management also closely +BUSINESS +– 178 – + + +--- page 187 --- +monitor the cooperation between different business divisions, ensuring that operations and practices +align with relevant ESG visions, approaches, strategies, and initiatives. To foster effective +communication, we established comprehensive communication channels across divisions to facilitate the +exchange of ESG-related issues, such as through regular meetings. Our Board takes the lead in +monitoring and tracking the plans, budgets, and expenditure related to ESG measures and initiatives. +ESG Strategy and Risk Management +The table below sets forth the material ESG-related issues we identified that have a significant +impact on our business: +ESG-related issue Impact period Our strategies Targets +Operational +compliance ..... +Long-term Compliance with laws and regulations underpins our operations and +reputation. We established comprehensive procurement and supplier +management procedures as well as a supplier admission and +performance review system, requiring suppliers to comply with +environmental protection laws and purchasing materials in a +responsible and sustainable manner. We also provide training on +product quality control and management to enhance employees’ +awareness of compliance. +We continue to strictly comply with +ESG-related laws and regulations at +the operational level. +Product quality +management .... +Long-term We have implemented a comprehensive set of policies to ensure +quality control throughout the entire procurement to after-sales +process. +We aim to achieve minimal accident +rate for our products. +Research and +development .... +Long-term As an innovative enterprise, we maintain a strong focus on research +and development. To standardize the product development and +project management efforts within our research and development +process, we have implemented effective controls for research and +development projects, new product development and design +processes. These controls are aimed at improving product +development quality and enhancing our competitive edge. +We will allocate a certain amount of +our revenue towards research and +innovation. +Intellectual property +protection ..... +Long-term As part of our commitment to protecting our technological +advancements, we actively pursue patent applications to safeguard +our achievements. We have established a series of policies related +to intellectual property management. +To demonstrate a commitment to +educating employees about +intellectual property, preventing +violations of rights, and actively +pursuing the development and +protection of patents, we have set the +following targets: + Conduct ongoing training on +intellectual property among +employees. + Ensure minimal incidents of +intellectual property rights +violations each year. +Employment +compliance ..... +Long-term We prioritize the protection of the lawful rights and interests of our +employees. To ensure compliance with employment regulations, we +have established policies related to recruitment, employment, +performance management, and attendance management. +To maintain employment compliance, +our target is to have no major +violations of employment regulations. +Global warming poses a wide range of risks to business operations. We actively identify and +monitor climate-related risks and opportunities that may affect our business, strategy and financial +performance. +BUSINESS +– 179 – + + +--- page 188 --- +Metrics and Targets +Environmental Protection +Responsible environmental management can lead to economic and environmental co-existence. To +protect the environment, we have set the following goals: +Aspect Target +Greenhouse gas (“ GHG”) emission ...... Reduce the total greenhouse gas emission per RMB revenue by 5% by 2029 +(with the year 2024 as the base year) +Electricity consumption ............. Reduce the electricity consumption per RMB revenue by 5% by 2029 (with the +year 2024 as the base year) +Water consumption ............... Reduce the water consumption per RMB revenue by 5% by 2029 (with the year +2024 as the base year) +Waste management ............... 100% compliant disposal of hazardous waste +We monitor the following metrics to assess and manage the environmental and climate-related +risks arising from our manufacturing processes: +The following table sets forth our GHG emissions during the Track Record Period, respectively: +For the Y ear Ended December 31, +2023 2024 2025 +Scope 1 direct GHG emission (t-CO 2e)(1) .......... N/A N/A N/A +Scope 2 indirect GHG emission (t-CO 2e)(2) ......... 520.9 565.3 633.6 +Scope 3 other indirect emission (t-CO 2e)(3) ......... 1.1 1.2 1.3 +(1) Because our operational activities do not involve the direct use of fossil fuels, we did not generate Scope 1 direct GHG +emissions during the Track Record Period. +(2) The calculation scope of GHG emissions (Scope 2) includes the purchased electricity used by our headquarters and testing +center. +(3) The calculation scope of GHG emissions (Scope 3) includes the emissions generated from the electricity used for fresh +water and sewage processing. +To reduce GHG emissions, we have implemented the following emission reduction measures: + implementing paper conservation strategies by optimizing computer and printer settings for +double-sided printing and ink-saving mode, promoting the use of electronic communication +technology, monitoring and setting print limits for users when applicable, and conducting +periodic paper usage audits to identify areas for improvement; and + promoting sustainable transportation practices among employees by encouraging the use of +public transportation, prioritizing direct flights for necessary business travel, and utilizing +video conferences as a viable alternative to non-essential international trips. +Resource Consumption — Electricity +During the Track Record Period, the majority of our electricity consumption was primarily +attributed to our headquarters and testing center, where we consumed electricity of 913,361 kWh, +1,053,494 kWh and 1,180,776 kWh in 2023, 2024 and 2025, respectively. We monitor our electricity +consumption levels at our offices, including conducting monthly electricity usage statistics to closely +track our energy consumption patterns. We have set it as our target to strengthen the promotion of +energy-saving measures and reduce electricity consumption. We reduce electricity usage through the +following measures: (i) completely turning off electronic devices during non-working hours; (ii) paying +attention to unplugging electric kettles and microwaves, especially before weekends and holidays, to +reduce power consumption in the office; and (iii) installing independently controllable lighting switches +in different lighting zones and using motion sensor or sound-activated lights in public areas. +BUSINESS +– 180 – + + +--- page 189 --- +Resource Consumption — Water +During the Track Record Period, the majority of our water consumption was primarily attributed +to our headquarters, where we consumed water of 1,336 m 3, 1,445 m 3 and 1,575 m 3 in 2023, 2024 and +2025, respectively. We monitor our water consumption levels at our offices and have implemented +various measures to promote water conservation. These include encouraging employees to turn off +faucets tightly to prevent water leakage, posting water-saving reminder stickers in restrooms to raise +awareness about responsible water usage, and promptly repairing any dripping faucets to minimize +water wastage. By implementing these initiatives, we have set it as our target to strengthen the +promotion of water-saving measures and reduce water consumption. +Waste Management +We are deeply aware of the environmental impact of waste generation and are committed to +minimizing it through diligent waste management practices. We have adopted a group-wide Waste +Management Policy that governs all stages of our value chain and outlines principles for lawful +disposal, minimization at source and resource recycling. +We classify waste into hazardous waste, recyclable materials and general waste in accordance with +applicable laws and regulations, including the Law on the Prevention and Control of Environmental +Pollution by Solid Waste of the PRC and the Administrative Measures for the Pollution Control of +Electronic Waste. Waste is required to be stored separately by category with clear labeling of contents +and disposal requirements. Hazardous waste must be collected, transported and treated by qualified +third-party service providers licensed by relevant government authorities. Records of such treatment are +maintained for regulatory inspection. +We do not extensively use hazardous or dangerous chemicals in our operations. Where technically +and economically feasible, we prioritize material recovery and reuse. Mixed disposal of different waste +categories and engagement of unlicensed disposal service providers are strictly prohibited. +We have implemented a regular monitoring and reporting mechanism to track waste generation +and disposal performance. In parallel, we actively promote internal awareness by encouraging waste +sorting at source, reducing single-use office supplies, and adopting digital workflows to reduce paper +consumption. +Social Responsibility +Labor Practices +We are committed to fostering a fair, respectful, and inclusive working environment and strictly +comply with applicable labor laws and regulations in the PRC, including the Labor Law of the People’s +Republic of China, the Labor Contract Law of the People’s Republic of China, the Law on the +Protection of Minors, and the Provisions on the Prohibition of Using Child Labor. We have adopted a +comprehensive Employee Recruitment and Employment Policy that governs key aspects of employment +management, including recruitment, compensation, benefits, and employee conduct. +Our policy applies to all full-time and part-time employees, and is overseen by the Board and +executed by senior management and human resources department. We embrace the principles of equal +employment opportunity and prohibit discrimination based on gender, age, race, ethnicity, religion, +disability, or any other legally protected characteristics. We do not tolerate any form of workplace +misconduct, including harassment, bullying, unauthorized disclosure of confidential information and +conflicts of interest. We are committed to supporting an accessible and inclusive workplace for +employees with disabilities and to protecting maternity rights for female employees. +BUSINESS +– 181 – + + +--- page 190 --- +We have established a robust employee benefits system, which includes paid leave and +supplementary medical coverage, and continued education subsidies. Flexible working arrangements are +also available to employees in technical roles. During the Track Record Period and up to the Latest +Practicable Date, our labor practices and employment policies are compliant with applicable laws and +regulations. +Employee Training and Development +Based on the needs of our business development and with the aim of further supporting +professional development, we engage in various kinds of training programs and procure training +resources relevant to specific job roles. This includes inviting external instructors, which is considered +one of the company’s welfare benefits. By providing opportunities for continuous learning and growth +to our employees, we aim to enhance their skills and knowledge, promoting their professional +advancement within our Group. +Occupational Health and Safety +Compliance with laws and regulations pertaining to employee health and safety is a priority for +our operations. To mitigate risks and ensure the well-being of our employees, we have developed +comprehensive internal policies and measures on occupational health and safety. These include safety +management plans and inspection schedules to identify and address potential hazards. During the Track +Record Period and up to the Latest Practicable Date, we maintained a strong safety record with no +significant accidents reported, and we were not aware of any material claims related to health and +occupational safety. +Supply Chain Management +We have implemented a Supplier Code of Conduct, which sets out clear expectations for suppliers +in key areas such as legal and regulatory compliance, business ethics, product and service quality, labor +rights, health and safety, environmental protection, data security and sustainable development. ESG +considerations are integrated into our supplier selection and management processes. We expect all +suppliers to uphold the highest standards of ethical conduct throughout their operations and to establish +robust internal compliance systems. Suppliers are required to adopt a zero-tolerance policy towards +misconduct, maintain effective internal and external whistleblowing mechanisms, and strictly prohibit +improper benefit transfers, such as bribery or abuse of position. +We view sustainability as a shared responsibility and expect our suppliers to actively support +environment protection efforts, including monitoring greenhouse gas emissions, setting reduction +targets, minimizing pollution at the source, and promoting resource recycling. Additionally, we require +suppliers to ensure strict compliance with data privacy obligations when handling personal information +during the ordinary course of business. +BUSINESS SUSTAINABILITY +Our revenue increased significantly during the Track Record Period, growing from RMB249.0 +million in 2023 to RMB339.3 million in 2024, and further to RMB441.9 million in 2025, representing a +CAGR of 33.2% from 2023 to 2025. Although we incurred net loss of RMB47.7 million, RMB42.3 +million and RMB47.1 million in 2023, 2024 and 2025, respectively, we have witnessed a decrease in +our adjusted net loss (non-IFRS measure) from RMB20.9 million in 2023 to RMB10.6 million in 2024, +and further to RMB2.9 million in 2025. Additionally, our net loss margin decreased from 19.2% in 2023 +to 12.5% in 2024 and further to 10.7% in 2025, and our adjusted net loss margin (non-IFRS measure), +representing adjusted net loss (non-IFRS measure) as a percentage of revenue, narrowed, decreasing +from 8.4% in 2023 to 3.1% in 2024, and further to 0.6% in 2025. See “Financial Information — Results +of Operations — Non-IFRS Measures” for details. +BUSINESS +– 182 – + + +--- page 191 --- +Background of Historical Loss-making +Our losses during the Track Record Period were primarily due to the following reasons: + Limited operating history. We began our business in 2020. As the intelligent robot industry +rapidly evolves, we have continuously adapted our product offerings in response to industry +advancement. Our limited operating history of designing and developing robots and robotic +controllers has necessitated a ramp-up period to achieve profitability. + Significant investments in R&D . The competitive intelligent robot markets require substantial +upfront investments in technology innovation and talent recruitment. We believe that +continually enhancing our technological capabilities is critical to improving our products and +solutions, establishing and maintaining our market position, and increasing revenue and +achieving profitability. To seize the industry opportunities and maintain our market position, +we have formulated and committed to a strategy of ongoing technological innovation and +invested considerable resources in our extensive R&D efforts aimed at fostering continuous +iteration in solutions and products. To attract and retain R&D talents capable of driving our +technological innovation and product evolution, we have offered competitive benefits and +incentives for our R&D personnel. As a result, we incurred R&D expenses of RMB63.7 +million, RMB71.3 million and RMB79.2 million in 2023, 2024 and 2025, respectively. Our +continual investment in R&D has yielded technological breakthroughs, paving the way for +our future profitability. + Selling and distribution efforts to expand market presence . To strengthen our market +presence and deepen customer relationships in the fierce intelligent robot industry, we have +made substantial investments in selling and distribution. Our efforts focus on building +market shares and improving penetration across diverse industrial sectors by growing our +sales force, expanding marketing initiatives and enhancing after-sales services. In 2023, +2024 and 2025, we recorded selling and distribution expenses of RMB72.3 million, +RMB89.0 million and RMB105.7 million, respectively, representing 29.0%, 26.2% and +23.9% of our total revenue for the same years. Although these investments placed pressure +on our profitability, they are critical to capturing market opportunities, driving growth and +establishing brand visibility in the global market. + Economies of scale are still materializing . Although we experienced rapid growth during the +Track Record Period, our business scale has not yet reached the level necessary to fully +enjoy cost advantages from economies of scale. We believe, as our business scale grows, we +can have a greater bargaining power with suppliers of components and obtain more favorable +pricing and payment terms from them, which will enable us to improve our profitability. +Furthermore, as our business continues to grow, we anticipate realizing the benefits from +economies of scale evidenced by a decrease in selling expenses and administrative expenses +as a percentage of our total revenue. +See “Financial Information — Major Factors Affecting Our Results of Operations” for details. +Strategies to Improve Our Performance +We believe that our strong customer base, robust technology and product capabilities, and a wide +range of ecosystem partners provide a solid foundation for our sustainable long-term growth. We plan +to achieve breakeven and profitability by achieving profitability primarily through implementing the +following strategies. +Capture Market Opportunity to Grow Business Scale +We are dedicated to offering a comprehensive intelligent robot product matrix spanning advanced +robotic controllers, robots, software and accessories, all designed for smooth integration, flexible +configuration and instant use, enabling us to continuously grow our business scale within the rapidly +expanding intelligent robot industry. The global intelligent robot industry is at an inflection point, +BUSINESS +– 183 – + + +--- page 192 --- +offering unprecedented opportunities for growth. According to CIC, in terms of revenue, the size of the +global intelligent robot market increased from RMB130.2 billion in 2021 to RMB307.4 billion in 2025, +representing a CAGR of 24.0% from 2021 to 2025, and is projected to reach RMB850.0 billion by +2029, representing a CAGR of 24.6% from 2026 to 2030. The penetration rate of intelligent robots in +terms of sales volume has also grown steadily from 43% in 2021 to 64% in 2025, and is expected to +reach 81% by 2030. As a leader in robotic control systems, our expertise in robotic control systems and +intelligent robots uniquely position us to capitalize on this growth and achieve profitability. +Continue to Invest in Technologies +We aim to strengthen our market competitiveness and seize the rapid global growth opportunities +in the intelligent robot industry by continuously increasing investments in advanced robotic +technologies with a strategic focus on three key areas: AI, infrastructure and toolchain development, +and embodied AI. These investments not only reinforce our core technological advantages but also +significantly improve our products’ performance and expand application scenarios — laying a solid +foundation for revenue growth and profit optimization. + AI. Our R&D efforts in AI are focused on applying large models within robots with an aim +to advance robots from task execution to cognitive intelligence. Our specific R&D plans +include: +(i) Multimodal Cognitive Engine. We plan to develop a multimodal AI system integrating +large language models and visual models for robots. By integrating large language +models (for understanding language) with visual models (for recognizing images), +robots can simultaneously analyze commands (e.g., “move the red box on the third +shelf”), images (the box location), and spatial data (aisle width). +(ii) Robot World Model. We plan to develop a robot world model, enabling robots to +understand the world around them, predict outcomes, and make informed decisions +about actions to take. We will build an “experience knowledge base” (storing +task-related patterns, such as “pushing a box requires adjusting the angle”), enabling +robots to anticipate the outcomes of actions (e.g., “taking route A will be blocked by a +forklift”). In complex warehousing scenario, this world model allows for rapid optimal +path planning; in flexible manufacturing, it helps predict assembly sequences, reducing +manual intervention. +(iii) Language Control + Self-Supervised Learning. We plan to develop natural language +control and self-supervised learning technologies to enable robots to complete complex +tasks with very few examples or purely language-based instructions. Users can describe +tasks in natural language (e.g., “sort parcels by address”), and the robot can execute +them with few or even zero examples, eliminating the need for reprogramming. When +switching orders in flexible manufacturing or adding new tasks in inspections, workers +can directly give verbal instructions, reducing customization costs. +(iv) Rapid Reinforcement Learning Architecture. We plan to develop software architecture +that enables rapid model training and deployment based on the operational data +collected from specific application scenarios. +Through the above technological investments, our robots have progressed from R2.0 (which +was defined by domain-specific autonomy for predefined and/or repetitive tasks within +structured environments with targeted functionality based on SLAM, motion control +algorithms and computer vision) into R3.0 (which achieves generalized autonomy and +transferable task execution across diverse, unstructured settings powered by multimodal AI +foundation models). This transformation has directly expanded the robots’ ability to cover +high value-added scenarios, such as complex warehousing, flexible manufacturing, and smart +inspection. This will, in turn, enhance the profitability of our robot products. +BUSINESS +– 184 – + + +--- page 193 --- + Infrastructure and toolchain development . We recognize that intelligent robot technology is +highly complex and requires a robust underlying software infrastructure. We plan to further +strengthen our platform capabilities in two aspects: +(i) Simulation Training & Digital Twin System. We plan to enhance our simulation training +and digital twin system, which essentially creates a parallel virtual world for robots. +Robots can simulate and train in these virtual environments in advance: testing +navigation, obstacle avoidance, and interaction capabilities in extreme or rare scenarios +that may not commonly occur in the real world. This allows for prompt validation of +product designs and algorithms’ effectiveness and reducing time and costs caused by +repeated experiments in real-world environments. Additionally, virtual testing results +can be intuitively presented to customers, enhancing the credibility of our solutions and +leading to more orders from customers; and +(ii) Low-Code Development & Task Orchestration Tools. Traditionally, robot functions had +to be coded by engineers. With low-code tools, users are provided with a visual library +of functional modules — they can simply drag and drop components like “Time +Trigger,” “Return to Standby Point,” or “Auto-Charge” to quickly configure the needed +features without any coding skills. We plan to enhance our low-code development and +workflow orchestration tools which offer visual configuration interface and predefined +templates to our customers. Low-code development and workflow orchestration tools +can simplify business process configuration and function expansion, lowering the +technical threshold for R&D for example, entry level developers can quickly get +started. From the product design perspective, these tools support flexible customization +based on customer-specific business scenarios. Additionally, our self-developed +low-code tools support multiple computer languages and are highly compatible, +enhancing team collaboration efficiency. +We have benefited from our current infrastructure, which has shortened product iteration +cycles and reduced deployment costs. We expect our continued investments to enhance our +engineering capabilities in large-scale delivery and complex scenarios, ultimately improving +our profitability and customer retention. + Embodied AI . Our R&D investments in embodied AI are focused on enhancing the robot’s +ability to operate in complex environments in the real world. Our specific R&D plans +include: +(i) Multi-Sensor Fusion & High-Precision Pose Perception System. Robots rely on +multiple “senses” to perceive their surroundings. These include vision cameras (to +detect shapes and colors), IMU (Inertial Measurement Units) (to sense tilt and +acceleration), force sensors (to detect pressure or force), and LiDAR (to scan 3D +space). By combining data from these diverse sensors, the robot can more accurately +determine where it is (pose) and what’s around it (environment awareness). This +technology will be integrated into our newly developed embodied forklift. Previously, +robots relying solely on vision or LiDAR struggled in environments with dense +shelving, rapid changes, or uneven flooring — leading to navigation errors or +collisions. With multi-sensor fusion, the robot’s localization becomes more stable, even +in dynamic and uneven environments. It can reliably identify shelf edges and aisle +widths, significantly reducing collision failures. Furthermore, this core technology +supports future products like commercial delivery robots, enabling advanced functions +such as climbing stairs, using elevators, or opening doors — thanks to integrated +perception from multiple sensor types. +(ii) High-Dynamic Control Architecture. A robot’s “body” may include different “organs” +like wheels (differential wheels for turning, steering wheels for straight movement), +and mechanical arms (for precise grasping). High-dynamic control acts as a smart +central brain that coordinates all these components in real time. It can instantly adjust +BUSINESS +– 185 – + + +--- page 194 --- +movements when the environment changes (e.g., an unexpected obstacle), allowing the +robot to move quickly but stably. This architecture directly upgrades our industrial +compound robots and wheeled humanoid robots. +(iii) Perception-Driven Behavior Mechanism. Traditional robots rely on manually coded +rules (e.g., “if A happens, do B”) to perform tasks like obstacle avoidance or object +grasping. In contrast, perception-driven behavior generation allows the robot to “learn +by experience.” By training on large volumes of real-world data, the robot can use its +visual and tactile inputs to calculate actions end-to-end — for example, seeing a fragile +glass cup and automatically adjusting its grip strength — without needing complex +pre-programmed rules. This technology can be applied to our wheeled humanoid robots +for factory component sorting. Traditional sorting robots, which rely on fixed rules, +struggle when parts are scattered, made of mixed materials, or when obstacles appear +on the conveyor. This often leads to shutdowns or the need to switch programs. With +perception-driven behavior generation, the robot can “adapt on the fly.” Trained on tens +of thousands of real sorting scenarios, it can recognize shifts in part positions, detect +surface roughness or material type, and simultaneously calculate the best arm +movements, gripper force, and navigation paths. +Expand Our Product Offerings +Our strong technological capabilities facilitate a rapid innovation cycle and the efficient launch of +new products and solutions. We will continue to extend our robotic controller product series, expand +into new categories of embodied AI, accelerate the commercialization of humanoid robots, and enhance +our software systems’ intelligence and ease of use. Below are our current plans for developing and +launching new products in the period from 2026 to 2027. + Robotic controllers. We aim to diversify robotic controller offerings to expand the +application of robotic technologies across a broader range of applications. We plan to launch +controllers designed for legged robots (such as quadrupeds and hexapods) and +wheeled-legged robots, enabling these robots to operate autonomously without the need for +remote controls. This will extend their capabilities and open up new opportunities in various +industries. Additionally, we plan to introduce controllers for palletizers, allowing them to +collaborate more effectively with robots and software systems in logistics scenarios. +To strengthen our product competitiveness and increase sales in international markets, we +plan to introduce (i) an entry-level functional safety controller that strikes a balance between +functionality and cost-effectiveness, catering to the growing demand in international markets +for compliant yet affordable solutions and lowering customers’ adoption barriers and (ii) a +functional safety controller for embodied intelligent robots, building on the safety features of +the SRC-5000. The development of both products reflects the increasing market demand for +controllers with enhanced functional safety features, particularly in overseas markets where +regulatory and certification requirements for robotic products are becoming more stringent. +According to CIC, functional safety has become not only a compliance requirement, but also +a necessary condition for enterprises to participate in global market competition. In +particular, overseas markets such as Europe have been progressively strengthening legal and +regulatory requirements relating to functional safety and product compliance, making safety +certification an increasingly important prerequisite for commercial deployment and market +entry. For example, the industrial robot safety standard EN ISO 10218:2025, which was +released in August 2025, and the EU Machinery Regulation 2023/1230, which will take +effect in January 2027, impose enhanced requirements on safety functions and product +compliance for machinery entering international markets, making safety function +certification an increasingly important prerequisite for commercial deployment and market +entry. +Against this backdrop, we believe there is growing customer demand for functional safety +controllers that can facilitate compliance with applicable safety standards while balancing +different operational and cost requirements. Such demand has been reflected in our customer +BUSINESS +– 186 – + + +--- page 195 --- +projects for globally renowned electrical and automation companies, where we were required +to comply with applicable local safety standards and incorporate safety designs such as +multi-level redundant obstacle avoidance mechanisms by reference to internationally +recognized robotic safety standards. By expanding our product portfolio with controllers +positioned at different price and functionality levels, we aim to address increasingly +diversified customer needs in international markets. +We are also in active communication with potential customers regarding their evolving +functional safety and certification requirements, which provides us with market insight and +supports the commercial relevance of our planned products. +Moreover, we intend to develop an entry-level embodied intelligence controller to capitalize +on the growing demand for embodied intelligent robots. We are focusing on entry-level +products to address the need for affordable solutions and quickly gain market share. + Robots. We plan to develop a broader range of robot models to meet customer demand +across more use cases. For dense, narrow-aisle warehouse environments, our goal is to +introduce various robots capable of offering increased flexibility and operational efficiency. +Planned products include omnidirectional stacker forklift, high-lift reach forward forklift, +high-lift three-direction forklift, and omnidirectional handling forklift. Additionally, we +intend to develop fully intelligent forklifts. With advanced electric motor control, these +forklifts will provide higher precision and control while reducing maintenance frequency. +Our aim is to transition the entire forklift lineup to electric, enhancing our product +competitiveness. According to CIC, in terms of sales revenue, the size of the global +intelligent forklift robot market increased from RMB15.4 billion in 2025 to RMB49.9 billion +by 2030, representing a CAGR of 25.6% from 2026 to 2030. +For industrial manufacturing environments, we plan to introduce a range of robots designed +for material delivery, factory monitoring, and complex task operations to boost factory +automation and operation efficiency. We plan to introduce robots capable of delivering +materials and goods indoors (within workshops) and outdoors (between workshops and +warehouses). Furthermore, we plan to develop legged robots that can seamlessly integrate +into the factory’s scheduling systems to perform automated inspections and legged robots +that are equipped with mechanical arms to handle dexterous tasks, such as maintenance. +Taking quadruped robots as an example, in terms of sales revenue, the size of the global +quadruped robot market increased from RMB2.4 billion in 2025 to RMB20.2 billion by +2030, representing a CAGR of 47.5% from 2026 to 2030. We intend to also launch wheeled +humanoid robots focused on material handling and loading/unloading tasks in industrial +manufacturing environments. We plan to develop a wheeled humanoid dexterous +manipulation robot capable of more complex tasks such as parts sorting, assembly, and +quality inspection, pushing the boundaries of factory automation. Moreover, we plan to +develop a bipedal humanoid robot for scenarios where wheeled humanoid robots face +limitations, such as climbing stairs, navigating more complex terrain, or accessing narrower +passageways. This will allow the robot to tackle a wider range of tasks within the factory. + Software. To further enhance the value of our robotic solutions, we will develop advanced +software products that streamline deployment and optimize operational efficiency. We plan +to introduce a simulation system that offers an intuitive simulation of business scenarios +with robots. This system will allow customers to visualize the robots’ operational +performance in their factory before deployment, increasing their confidence in adopting +intelligent robots and potentially increasing our sales of robots. We plan to develop a +distributed scheduling system, primarily aimed at small-scale scenarios involving fewer than +ten robots. This system will enable robots to self-organize into networks, eliminating the +need for a factory Wi-Fi network and reducing customer costs. +Furthermore, we plan to introduce a remote deployment system based on world models. +Engineers will be able to use handheld scanners to capture the factory environment and +upload the data to the cloud. In the cloud, technical staff will then edit and simulate the +BUSINESS +– 187 – + + +--- page 196 --- +environment, replicating the robot’s operations in the scenario. Once the robot arrives +on-site, it can be immediately powered on and used, eliminating on-site deployment time. +This will lower the cost and timeline for customers to adopt robots, leading to improved +robot sales. +Strengthen Collaborations with Existing Customers and Attracting New Customers +Our future growth depends on our ability to maintain and deepen relationships with existing +customers. We have built stable relationships with major customers, and many of them choose to +purchase from us again. The contribution rate of existing contracting customers was 50.9%, 54.9% and +60.6% in 2023, 2024 and 2025, respectively, maintaining relatively stable during the Track Record +Period. The recurring customer rate also remained stable during the Track Record Period, with 32.3% in +2023, 39.3% in 2024 and 44.9% in 2025. By expanding and enhancing these partnerships, we can boost +our product sales to end customers and integrators in the industry. In addition to maximizing the value +of existing customer relationships, we have been continually expanding our customer base. During the +Track Record Period, the number of our new contracting customers rapidly increased from 420 in 2023 +to 516 in 2024, and further to 614 in 2025. +We believe we can increase our revenue through our continual efforts to develop new customers +and strengthen our collaboration with existing customers. We plan to establish regional headquarters in +key industrial areas in Chinese Mainland, such as Suzhou, Wuhan, and Xi’an, to increase our +penetration in these areas. For each new regional headquarters, the Company plans to set up a dedicated +sales team of 10 to 20 people and will delegate local teams with decision-making authority to improve +responsiveness and adaptability to customers’ demand. We plan to further enhance our customer service +system, optimize sales processes, and improve responsiveness and service quality. For example, we will +promote the use of our Nebula system during the sales process, offering customers easy access to a +library of pre-designed robotic products, which can enhance our sales team’s efficiency. These efforts +will help increase customer loyalty and retention, creating more opportunities for upselling and +cross-selling to boost revenue. We will continue to build an open, diverse, and collaborative robotics +platform ecosystem by actively engaging forward-looking and innovative partners to jointly drive deep +integration of core technologies with industry applications, thereby attracting more robot integrators +and end customers to our platform. +Further Expand Overseas Markets +We plan to expand our business beyond China and bring our solutions to global partners. Our +initial focus will be on building our brand presence a global sales and service network as well as +securing key pilot projects. We plan to increase market penetration through online advertising, digital +media, industry publications, associations, trade shows, and other promotional activities to strengthen +our brand presence. Specifically, in 2025, we demonstrate our global reach by participating in 18 +offline expos and industry exhibitions across key international markets in the United States, the United +Kingdom, Germany, France, Italy, Australia, Thailand, Malaysia, Singapore, Japan and Indonesia. To +enhance customer service experiences, we will recruit sales and service personnel, and establish local +showrooms and spare parts centers. Next, we will gradually develop localized supply chain systems in +key markets. We aim to partner with leading integrator customers in Europe and North America to +co-develop high-quality, differentiated robotic models that cater to local market needs. This will help us +expand our product portfolio, increase product premium value, and meet the specific procurement +requirements of customers in these regions. Finally, we will establish localized product and R&D teams +in major markets to better address the unique needs of customers in those areas. We plan to set up +product management teams in both Europe and the United States to gain deep insights into the needs of +customers in developed markets, enabling us to define differentiated, high-value products. +We will focus on high-growth regions and flagship customers, accelerate our penetration in +Europe and North America as well as emerging markets. Specifically, we plan to further strengthen our +presence in markets such as the United States, Germany, Japan, and Thailand, for the following +commercial reasons: (1) the United States is a large, integrated consumer market, presenting immense +long-term potential demand for robots; (2) Germany, as a global leader in manufacturing, automotive, +logistics and industrial automation, offering not only business opportunities in a technologically +BUSINESS +– 188 – + + +--- page 197 --- +advanced country but also a strategic gateway to the European markets; (3) according to CIC, Japan is +the largest single developed market in the Asia-Pacific region with well-established industrial sector +and high acceptance of robots. Additionally, Japan’s influence extends throughout the Asia-Pacific +region, with many Japanese factories located in countries like Thailand. As a result, we have decided to +prioritize the development of the Japanese market, entering Japan’s domestic market while +simultaneously driving growth in the Southeast Asian market. +Specifically, the United States maintains its status as a key player in industrial automation, with +around 400 thousand industrial robots operating in factories. The U.S. government has launched the +2025 Project for the Advanced Robotics in Manufacturing Innovation and planned to enhance +investments to support technical projects in areas such as robotic agility and multi-robot collaboration. +In Europe, Germany leads the robot market, holding around 300 thousand industrial robots operating +currently. The German industrial intelligent robot market has maintained continuous growth, driven +mainly by the recovery of the automotive industry, the push for Industry 4.0, and demand from the +metal processing and electronics sectors. As for Japan, with nearly 450 thousand industrial robots +operating in factories, Japan maintains its position as one of the world’s most robotized countries. +Japan’s 2025 AI Robot Application Strategy explicitly identifies industrial production lines as a key +application area and aims to accelerate the deployment of advanced technologies, including industrial +robots. In the Southeast Asia market, although Thailand has the largest number of industrial robots +currently operating, less than 20% of the country’s nearly 150 thousand factories are using industrial +robots, signaling substantial untapped potential. Under the “Thailand 4.0” strategy, the Board of +Investment provides incentives such as tax benefits to attract high-end manufacturing, including +industrial intelligent robots. These targeted policies and significant demands across major economies +are promoting industrial automation upgrading and attracting high-end manufacturing, facilitating +overseas establishment for Chinese industrial intelligent robot companies. According to CIC, China’s +industrial robot exports exceeded RMB12.0 billion in 2025, representing a year-on-year increase of +48.7%, underscoring the continued expansion of its global market presence. +Maintain Strong Gross Margin +Our ability to maintain our strong gross margin is crucial to our business success and profitability. +We are currently implementing various measures to improve our overall cost-effectiveness and gross +margin, with a focus on expanding our operations and further enhancing our revenue streams, which is +crucial for reducing costs through economies of scale. +The main components for our robots and robotic controllers include sensors, batteries, motors, +electric motors. The fluctuations in the prices of components, as well as other production-related costs, +have affected and will continue to affect our profitability. We have stable, long-term relationships with +our major suppliers, enhancing the stability of our supply chain. During the Track Record Period, +supported by our supply chain capabilities, our gross margin remained relatively stable at 49.2%, 45.9% +and 47.4% in 2023, 2024 and 2025, respectively. +To ensure a stable supply and competitive prices, we have a dedicated procurement department +which monitors our overall procurement costs and takes proactive actions to negotiate prices and terms +with major suppliers. We are actively expanding our supplier network and broadening our sourcing +channels for certain key components to reduce reliance on certain suppliers. By expanding and +diversifying the supplier base, we secure more opportunities to negotiate and obtain better pricing of +components necessary for our production. +As our business scale grows, our bargaining power with suppliers of raw materials strengthens, +enabling us to secure more favorable pricing and payment terms from them, which in turn improves our +profitability. For example, reaching certain procurement thresholds may allow us to benefit from +favorable pricing terms offered by suppliers, thus lowering our raw material procurement costs. +Additionally, we have actively collaborated with leading domestic suppliers in China for key robot +components, such as LiDAR, transitioning our purchases from foreign suppliers. This shift has resulted +in significant cost savings. +BUSINESS +– 189 – + + +--- page 198 --- +Enhance Operating Leverage +During the Track Record Period, we incurred significant operating expenses, including research +and development, administrative, and selling expenses, to develop, manage, and promote our robotic +products. Moving forward, we aim to enhance the efficiency of our sales, marketing, and R&D efforts +by strengthening our product flywheel, implementing digital systems, and establishing robust +management frameworks. We will further refine our internal functions and processes to further improve +overall operational efficiency. +As our business continues to grow, we expect that we will improve operation efficiency from +economies of scale. At the end of each year, we formulate the annual budget for the following year, +estimating the revenue growth for the next year, which provides us with a baseline to plan the human +resources and various expenses. Thanks to our stringent budget control approach, our operating +expenses grew at a CAGR of 20.9% from 2023 to 2025, lower than the CAGR of our revenue of 33.2% +from 2023 to 2025. +During the Track Record Period, we made significant investments in both selling and distribution +activities and research and development efforts to support our market expansion and technological +advancement. In 2023, 2024 and 2025, our selling and distribution expenses amounted to RMB72.3 +million, RMB89.0 million and RMB105.7 million, respectively. To stay current with technology +development trend, we recorded R&D expenses of RMB63.7 million, RMB71.3 million and RMB79.2 +million in 2023, 2024 and 2025, respectively. Although we invested a large amount of manpower and +fund to contact and attract customers, while also iterating our existing technologies and developing new +ones to stay competitive, our selling and distribution expenses, as a percentage of our total revenue, +decreased from 29.0% in 2023 to 23.9% in 2025. Particularly, staff costs — the largest component in +our selling and distribution expenses — decreased as a percentage of our total revenue from 19.5% in +2023 to 16.6% in 2024, and further to 14.1% in 2025, demonstrating the increased efficiency of our +sales team. Other selling and distribution expense components, in aggregate, slightly increased from +9.5% of total revenue in 2023 to 9.8% in 2025, primarily due to our increased sales efforts to enhance +our penetration into overseas markets. With our established distribution network, the increasingly solid +customer base and the continuous enhancement of our brand awareness, we expect the proportion of +selling and distribution expenses of revenue will be reduced in the future. We will continue to strictly +control the ratio of marketing expenditures to revenue through budget management, and continuously +improve the per capita efficiency of our sales staff by setting clear performance targets. We set an upper +limit for sales-related expenses in the annual budget, requiring each sales team to achieve their +performance goals within the allocated budget. We also plan to further strengthen our customer +relationship management system to optimize the entire customer transaction process — from lead +generation and business negotiations to contract signing — thereby improving efficiency and control +throughout the sales cycle and supporting the achievement of sales targets. We also anticipate enhanced +efficiency in our research and development activities, while continuing to drive technological +innovation. +We also incurred a significant amount of administrative expenses during the Track Record Period. +In 2023 and 2024, our administrative expenses amounted to RMB36.8 million and RMB42.9 million, +respectively, representing 14.8% and 12.7% of our revenue, respectively, demonstrating increased +operating efficiency. In 2025, our administrative expenses accounted for 15.3% of revenue, primarily +due to the recognition of listing expenses of RMB15.4 million. Excluding the listing expenses, +administrative expenses would have accounted for 11.8% of revenue. Particularly, staff costs — the +largest component in our administrative expenses — decreased as a percentage of our total revenue +from 7.1% in 2023 and 2024, to 6.3% in 2025. We do not anticipate the number of management +personnel to grow in line with revenue. Instead, we set forth an upper limit for management headcount +based on the actual needs of each department, with regular evaluations to optimize the management +team structure. With the expansion of our business scale, we expect that the absolute amount of +administrative expenses will increase but the percentage of our revenue will decrease as we benefit +from economies of scale and improved operational efficiencies. We will strengthen our management +over operating expenses through meticulously budgeting, streamlining work processes and optimizing +human resources. +BUSINESS +– 190 – + + +--- page 199 --- +We believe that we can achieve our profitability by expanding the revenue scale, enhancing gross +margin and enhancing operating leverage. Based on our forecasts and estimates, we believe the +above-mentioned strategies to achieve profitability would not result in any material changes in our +revenue mix by end user industry, by use case or application scenario, nor would they cause any +material changes in our cost structure. During the Track Record Period, our adjusted net loss margin +(non-IFRS measure), representing adjusted net loss (non-IFRS measure) as a percentage of revenue, +continually narrowed, decreasing from 8.4% in 2023 to 3.1% in 2024, and further to 0.6% in 2025. Our +Directors believe that our business is sustainable. Taking into consideration financial resources +presently available to us, including cash and cash equivalents on hand, internally generated funds 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 at least for the next 12 months from the date +of this prospectus. +PROPERTIES +Our principal executive offices are located in Shanghai, China. According to section 6(2) of the +Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice, this +prospectus is exempted from compliance with the requirements of section 342(1)(b) of the Companies +(Winding Up and Miscellaneous Provisions) Ordinance in relation to paragraph 34(2) of the Third +Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance, which requires a +valuation report with respect to all our interests in land or buildings, for the reason that, as of the +Latest Practicable Date, none of the properties leased by us had a carrying amount of 15% or more of +our consolidated total assets. +We currently do not own any properties. As of the Latest Practicable Date, we primarily leased +four properties in China with an aggregate gross floor area of 21,805.41 sq.m. as our office and testing +center. We believe that there is sufficient supply of properties in Chinese Mainland, and we do not rely +on the existing leases for our business operations. We believe that our current facilities are adequate to +meet our current needs. +Pursuant to the applicable PRC laws and regulations, both lessors and lessees must register lease +agreements with the relevant authorities and obtain property leasing filing certificates. As of the Latest +Practicable Date, four of our lease agreements had not been registered with the relevant local +authorities due to the lack of certain required documents to be provided by such lessors. We are +actively communicating with the lessors and will complete the lease agreement registration procedure +once the required documents are available. As advised by our PRC Legal Advisor, failure to register an +executed lease agreement will not affect its legality, validity or enforceability. However, we may be +subject to a fine of no less than RMB1,000 and not exceeding RMB10,000 for each unregistered lease +agreement if the relevant PRC governmental authorities require us to rectify it but fail to do so within +the prescribed period. See “Risk Factors — Risks Relating to Our Business and Industry — Failure to +renew our leases or to comply with property-related laws and regulations regarding certain of our +leased properties could adversely affect our business” for details. We estimate that the maximum +penalty we may be subject to for these unregistered lease agreements will be approximately +RMB40,000, which we believe is immaterial. Therefore, we believe that the failure to register these +lease agreements will not have any material adverse effect on our results of operations or financial +condition. During the Track Record Period and up to the Latest Practicable Date, we had not received +any administrative penalties in this regard. +LICENSES, APPROV ALS AND PERMITS +We are required to maintain various licenses, permits and approvals in order to operate our +business. We continually monitor our compliance with the requirements related to licenses, permits and +approvals in order to ensure that we have all such licenses, permits and approvals which are necessary +to operate our business. As advised by our PRC Legal Advisor, during the Track Record Period and up +to the Latest Practicable Date, we had obtained all requisite licenses, approvals and permits from +relevant authorities in China that are material to the operation of our existing business. +BUSINESS +– 191 – + + +--- page 200 --- +The following table sets forth the details of the material licenses and permits necessary for our +business operations: +License/Permit +Entity Holding the +License/Permit Grant Date Expiration Date +Customs Record Receipt of Consignees and Consignors of Imported +and Exported Goods +(Ϋੂ ) +Our Company September 22, 2020 N/A +High and New Technology Enterprise Certificate +(ࣣ) +Our Company December 25, 2025 December 24, 2028 +High and New Technology Enterprise Certificate +(ࣣ) +Shanghai Seer Soft November 15, 2023 November 14, 2026 +LEGAL PROCEEDINGS AND COMPLIANCE +During the Track Record Period and up to the Latest Practicable Date, we had not been involved +in any actual or pending legal, arbitration or administrative proceedings (including any bankruptcy or +receivership proceedings) that we believe would have a material adverse effect on our business, results +of operations, financial condition or reputation. +According to our PRC Legal Advisor, the business operations we engaged in had been carried out +in compliance with applicable PRC laws and regulations in all material respects during the Track +Record Period and up to the Latest Practicable Date. +RISK MANAGEMENT AND INTERNAL CONTROL +We have established and currently maintain risk management and internal control systems +consisting of policies and procedures that we consider to be appropriate for our business operations. We +are dedicated to continuously improving these systems. We have adopted and implemented risk +management policies in various aspects of our business operations. Our Board of Directors is +responsible for the establishment and updating of our internal control systems, while our senior +management monitors the daily implementation of the internal control procedures and measures with +respect to each subsidiary and functional department. +We have engaged an internal control consultant to evaluate the effectiveness of our internal +controls related to our business processes, identify areas of improvement, propose remedial measures, +and review the implementation of these measures. Our Directors are of the view that we have adequate +and effective internal control procedures to ensure compliance with relevant laws and regulations going +forward. +Human Resource Risk Management +We have established internal control policies that cover all aspects of human resource +management, including recruitment, training, professional ethics, and legal compliance. Our industry is +in dire need of experienced employees, especially research and development personnel. The departure +of key personnel may have an adverse effect on us. For more information, please refer to “Risk Factors +— Risks Relating to Our Business and Industry — Our success relies on key management and other +highly qualified personnel with specialized skills.” +All our employees have entered into employment agreements with us containing confidentiality +and non-competition clauses. We also require employees to adhere to higher professional ethical +standards. We provide all employees with an employee handbook which includes a code of conduct that +each employee must adhere to. +BUSINESS +– 192 – + + +--- page 201 --- +Financial Reporting Risk Management +We have implemented a series of accounting policies for financial reporting risk management and +have established strict internal reimbursement, financial reporting management and approval policies. +Specifically, the finance department implements specific review and verification procedures for +invoices, drafts, bills, and other financial documents to ensure the authenticity of the original +documents we receive and use. The finance department also checks whether the amounts and times +shown on the documents are consistent with the relevant contracts. We have a strict internal approval +process, and almost all approval matters are completed online through the company’s internal platform, +which can achieve good results of full process monitoring while operating efficiently. +Our finance department is led by our chief financial officer. The chief financial officer has +extensive financial reporting and internal monitoring experience. Other senior staff in the finance +department also have experience in finance and accounting. Besides their professional expertise, we +continue to provide training to our financial personnel to ensure strict compliance and effective +implementation of financial reporting and risk management policies. +Information Technology Risk Management +We perform multiple backups of the data from our business operations and if an accident causes a +system crash or data loss, we can restore the original data on a timely basis. In the future, we will +continue to reserve talents for the research and development team, explore new technical directions, and +strengthen the security and compliance of the information system and data usage. In addition, we have +also formulated an information security management manual, which stipulates detailed regulations and +operation guidelines for network security, data security and personal information protection. +Legal Compliance and Intellectual Property Risk Management +Our operation risk management involves compliance with the PRC laws and regulations, +especially laws and regulations relating to the information service industry as well as protecting +intellectual property and avoiding liability for infringing third-party intellectual property rights. We +have a team of experienced legal professionals to ensure our compliance and control intellectual +property-related risks. Our legal department is responsible for approving contracts, monitoring updates +in the PRC laws and regulations, and ensuring that business operations continue to comply with the +relevant laws and regulations. Our legal department also assists in ensuring that we timely apply to the +relevant authorities for all necessary applications or filings for trademark, copyright and patent +registration. +International Sanctions Risk Management +We have undertaken to the Stock Exchange that we will not use the proceeds from the Global +Offering, as well as any other funds raised through the Stock Exchange, to finance or facilitate, directly +or indirectly, activities or business with, or for the benefit of, any Comprehensively Sanctioned +Countries +1 or any other government, individual or entity sanctioned by the U.S., the EU, the UN, the +U.K., U.K. overseas territories or Australia, including, without limitation, any government, individual +or entity that is specifically identified on the SDN List maintained by OFAC or other restricted parties +lists maintained by the U.S., the EU, the UN, the U.K., U.K. overseas territories and Australia that +1 “Comprehensively Sanctioned Countries” refers to any country or territory subject to a general and comprehensive export, +import, financial or investment embargo under sanctions related law or regulation of the Relevant Jurisdiction, currently +Cuba, Iran, North Korea, Syria, the Crimea Region of Russia/Ukraine, the self-proclaimed LPR and DPR regions and +Zaporizhzhia and Kherson regions. “Relevant Jurisdiction” refers to any jurisdiction that is relevant to the Company and +has sanctions related law or regulation restricting, among other things, its nationals and/or entities which are incorporated +or located in that jurisdiction from directly or indirectly making assets or services available to or otherwise dealing in +assets of certain countries, governments, person or entities targeted by such law or regulation. For the purpose of this +prospectus, Relevant Jurisdictions include the U.S., U.K., EU, UN and Australia. +2 “Sanctioned Target” refers to any person or entity (i) designated on any list of targeted persons or entities issued under the +sanctions-related law or regulation of a Relevant Jurisdiction; (ii) that is, or is owned or controlled by, a government of a +Comprehensively Sanctioned Countries; or (iii) that is the target of sanctions under the law or regulation of a Relevant +Jurisdiction because of a relationship of ownership, control, or agency with a person or entity described in (i) or (ii). +BUSINESS +– 193 – + + +--- page 202 --- +would cause us to violate International Sanctions. Further, we have undertaken not to use the proceeds +from the Global Offering to pay any damages for terminating or transferring any contract that violates +International Sanctions. In addition, we have undertaken not to enter into any future business that +would cause us, the Stock Exchange, HKSCC, HKSCC Nominees or our Shareholders and investors to +violate or become a target of international sanctions laws by the U.S., the EU, the UN, the U.K., U.K. +overseas territories or Australia. We will also disclose on the respective websites of the Stock Exchange +and our Group if we believe that the transactions our Group entered into in Countries subject to +International Sanctions or with Sanctioned Targets +2 would put our Group or our Shareholders and +investors to risks of being sanctioned, and in our annual reports or interim reports (i) details of any new +activities in Countries subject to International Sanctions or with Sanctioned Targets; (ii) our efforts on +monitoring our business exposure to sanctions risks; and (iii) the status of, and the anticipated plans for +any new activities in Countries subject to International Sanctions and with Sanctioned Targets. If we +were in breach of such undertakings to the Stock Exchange, we would be subject to the risk of possible +delisting of our Shares on the Stock Exchange. +A W ARDS AND RECOGNITIONS +During the Track Record Period and up to the Latest Practicable Date, we received awards and +recognition in respect of our products, technology and innovation, significant ones of which are set +forth below: +Award/Recognition Award Authority Award Y ear +Headquarter of Innovative Enterprises in Shanghai +(Άุᐼ௅ ) .............. +Shanghai Municipal Development and Reform +Commission +2026 +High and New Technology Enterprise +(৷อҦஔΆุ ) .................... +Shanghai Municipal Commission of Science and +Technology, Shanghai Municipal Finance Bureau, +Shanghai Tax Bureau of the State Taxation +Administration +2025 +National-level Specialized, Refined, Distinctive & +Innovative Key Little Giant Enterprise +(ᓃʃ̶ɛΆุ ) ......... +Ministry of Industry and Information Technology of +the PRC +2025 +Benchmark Intelligent Robotics Enterprise +(౽ঐዚኜɛᅺ૖Άุ ).............. +Shanghai Municipal Commission of Economy and +Informatization +2025 +Enterprises Complying with Industrial Robot +Industry Standards ( ʈุዚኜɛБุ஝ᇍΆุ ) .. +Ministry of Industry and Information Technology of +the PRC +2025 +Shanghai Technology Little Giant Enterprise +(Ҧʃ̶ɛΆุ ) ............... +Shanghai Municipal Commission of Science and +Technology, and Shanghai Municipal Commission +of Economy and Informatization +2025 +Strongest Brain of Humanoid Robot +(ɛҖዚኜɛ௰੶ɽ໘ ) ................ +TMTpost 2025 +National Level Specialized and Innovative Little +Giant Enterprise (ॴਖ਼ၚतอʃ̶ɛΆุ ) .. +Ministry of Industry and Information Technology of +the PRC +2024 +2023 Pudong New Area Innovation and +Entrepreneurship Award (2023อਜ௴อ +௴ุᆤ) ......................... +People’s Government of Pudong New Area, +Shanghai +2024 +Pudong New Area Research and Development +Institution (೯ዚ࿴ ) ........... +The Shanghai Pudong New Area Science and +Economy Commission +2024 +Private Enterprise Vitality Award (ɢᆤ ) . Jinqiao Economic Development Zone +Administration, Shanghai +2024 +Key Supported Unicorn (Potential) Enterprise in +Shanghai (ਕዹԉᖕ (ᆑɢ)Άุ) ... +Shanghai Small and Medium-sized Enterprise +Development Service Center +2024 +BUSINESS +– 194 – + + +--- page 203 --- +Award/Recognition Award Authority Award Y ear +Top Growing Brand List of Shanghai Small and +Medium-sized Enterprise (ڗ +೐࿮) ......................... +Shanghai Corporate Culture and Branding Institute 2024 +Shanghai Intelligent Robot Benchmark Enterprises +and Application Scenarios Recommendation +Directory ( ɪऎ̹౽ঐዚኜɛᅺ૖ΆุၾᏐ͜ఙ +౻પᑥͦ፽ ) ...................... +Shanghai Municipal Commission of Economy and +Informatization +2023 +Major Breakthrough Award for High-Growth +Enterprises (ॎᆤ ) ....... +Jinqiao Administration Bureau of China (Shanghai) +Pilot Free Trade Zone, Jinqiao Economic and +Technological Development Zone Administration +2023 +Pilot Enterprise for Patent Work in Shanghai +(ɪऎ̹Άԫุਖ਼лʈЪ༊ᓃఊЗ ) ......... +Shanghai Intellectual Property Administration 2023 +Innovative Small and Medium-sized Enterprise +(ʕʃΆุ ) ................... +Shanghai Municipal Commission of Economy and +Informatization +2023 +Specialized and New Small and Medium-sized +Enterprise ( ਖ਼ၚतอʕʃΆุ ) ........... +Shanghai Municipal Commission of Economy and +Informatization +2023 +BUSINESS +– 195 – + + +--- page 204 --- +OUR CONTROLLING SHAREHOLDERS GROUP +As of the Latest Practicable Date, Mr. Zhao, chairman of the Board, executive Director, and chief +executive officer of the Company, was entitled to exercise approximately 52.89% of the voting rights in +the Company through: (i) 17,050,617 Shares (representing approximately 17.05% of the voting rights in +the Company) directly held by him; and (ii) 35,835,081 Shares (representing approximately 35.84% of +the voting rights in the Company) held by Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu, +Shanghai Xianliu and Shanghai Xianqi, with Mr. Zhao being the general partner of each. Suzhou +Xianwu No. 1 and Suzhou Xianwu No. 2 were two limited partners of Shanghai Xianwu, and Mr. Zhao +acted as the general partner of each of them. Therefore, Mr. Zhao, Shanghai Xianyi, Shanghai Xiansan, +Shanghai Xianwu, Shanghai Xianliu, Shanghai Xianqi, Suzhou Xianwu No. 1 and Suzhou Xianwu No. +2 constitute a group of Controlling Shareholders of the Company (“ Controlling Shareholders +Group ”). +Immediately after completion of the Global Offering, the Controlling Shareholders Group will +continue to control approximately 47.86% of the voting rights in the Company (assuming that the Offer +Size Adjustment Option and the Over-allotment Option are not exercised) or approximately 46.44% of +the voting rights in the Company (assuming that the Offer Size Adjustment Option and the +Over-allotment Option are exercised in full). Accordingly, the Controlling Shareholders Group will +remain as a group of controlling shareholders of the Company upon the completion of the Global +Offering. +COMPETITION +Each member of the Controlling Shareholders Group has confirmed that he/it does not have any +interest in a business, apart from the business of the Group, which competes or is likely to compete, +directly or indirectly, with our business, which would require disclosure under Rule 8.10 of the Listing +Rules. +INDEPENDENCE FROM THE CONTROLLING SHAREHOLDERS GROUP +Having considered the following factors, the Directors are satisfied that we are capable of +carrying out our business independently of the Controlling Shareholders Group and their respective +close associates (other than the Group) after the Listing. +Management Independence +We are able to carry on our business independently from the Controlling Shareholders Group from +a management perspective. Upon the Listing, the Board will consist of four executive Directors and +three independent non-executive Directors. +The executive Directors and senior management team are responsible for the day-to-day +management of our operations. Notwithstanding the roles of Mr. Zhao in the Board, the Directors are of +the view that the Company is able to function independently from Mr. Zhao for the following reasons: +(a) all of the independent non-executive Directors are independent of Mr. Zhao, and decisions of the +Board require the approval of a majority vote from members of the Board; (b) each of the Directors is +aware of fiduciary duties of a director which require, among other things, that he/she must act for the +benefit and in the best interest of the Group and must not allow any conflict between his/her duties as a +Director and his/her personal interest; and (c) we have adopted a series of corporate governance +measures to manage conflicts of interest, if any, between the Group and the Controlling Shareholders +Group which would support our independent management. +Based on the above, the Directors are satisfied that the Board as a whole is able to perform the +management role in the Group independently from the Controlling Shareholders Group and their +respective close associates (other than the Group) after the Listing. +RELATIONSHIP WITH THE CONTROLLING SHAREHOLDERS +– 196 – + + +--- page 205 --- +Operational Independence +We have independent operating capabilities and management systems. We do not rely on any +operational or administrative resources of the Controlling Shareholders Group or their respective close +associates (other than the Group) for research and development, manufacturing, business development, +staffing and administration (including financial and accounting management, human resources and +information technology). We have independent access to suppliers and customers, and an independent +management team to handle our day-to-day operations. We also possess the necessary licenses, +certificates, facilities and intellectual property rights to carry on and operate our business, and we have +sufficient operational capacity in terms of capital and employees to operate independently. +Based on the above, the Directors are satisfied that we are able to operate independently from the +Controlling Shareholders Group and their respective close associates (other than the Group) after the +Listing. +Financial Independence +We have established our own finance department with a team of financial staff, who are +responsible for financial control, accounting, reporting, group credit and internal control functions of +the Company, independent from the Controlling Shareholders Group and their respective close +associates (other than the Group). We are able to make financial decisions independently and the +Controlling Shareholders Group and their respective close associates do not intervene with our financial +matters. We have also established an independent audit system, a standardized financial and accounting +system and a complete financial management system. +During the Track Record Period, certain of the Group’s bank loans were guaranteed by Mr. Zhao, +one of the Controlling Shareholders (the “ Guaranteed Loans ”). As of the Latest Practicable Date, all +of the Guaranteed Loans were fully repaid by the Group. As of April 30, 2026, we had unutilized +banking facilities of RMB182.5 million that are committed and unrestricted. For details on our bank +borrowings, see “Financial Information — Liquidity and Capital Resources” and Note 28 of the +Accountants’ Report set out in Appendix I to this prospectus. +Save as disclosed above, we confirm that there is no other financial assistance provided by our +Controlling Shareholders Group to our Group and vice versa. In addition, we are capable of obtaining +financing from third parties at reasonable costs without relying on any guarantee or security provided +by the Controlling Shareholders Group or their respective close associates (other than the Group). For +example, we had received a series of Pre-IPO Investments in an aggregate amount of approximately +RMB282.7 million from third-party investors independently as of the Latest Practicable Date. See +“History, Development and Corporate Structure — Pre-IPO Investments” for details of Pre-IPO +Investments. +Based on the above, the Directors are of the view that we are capable of carrying on our business +independently of, and do not place undue reliance on the Controlling Shareholders Group and their +respective close associates after the Listing. +CORPORATE GOVERNANCE MEASURES +The Company will comply with the provisions of the Corporate Governance Code, which sets out +principles of good corporate governance. +The Directors recognize the importance of good corporate governance in protecting the +Shareholders’ interests. We would adopt the following measures to promote good corporate governance +and to avoid potential conflict of interests between the Group and the Controlling Shareholders Group: +(a) where a Shareholders’ meeting is to be held for considering proposed transactions in which +the Controlling Shareholders Group or any of their respective associates has a material +interest, the Controlling Shareholders Group will not vote on the resolutions and shall not be +counted in the quorum in the voting; +RELATIONSHIP WITH THE CONTROLLING SHAREHOLDERS +– 197 – + + +--- page 206 --- +(b) the Company has established internal control mechanisms to identify connected transactions. +Upon Listing, if the Company enters into connected transactions with the Controlling +Shareholders Group or any of their respective associates, the Company will comply with the +applicable Listing Rules; +(c) the independent non-executive Directors will review, on an annual and independent basis, +whether there is any conflict of interests between the Group and the Controlling +Shareholders Group (the “ Annual Review ”) and provide impartial and professional advice to +protect the interests of minority Shareholders; +(d) the Controlling Shareholders Group will undertake to provide all information necessary, +including all relevant financial, operational and market information and any other necessary +information as required by the independent non-executive Directors for the Annual Review; +(e) the Company will disclose decisions (with basis) on matters reviewed by the independent +non-executive Directors either in its annual report or by way of announcements; +(f) where the Directors reasonably request the advice of independent professionals, such as +financial advisors, the appointment of such independent professionals will be made at the +Company’s expenses; and +(g) we have appointed Gram Capital Limited as our Compliance Adviser to provide advice and +guidance to us in respect of compliance with the Listing Rules, including various +requirements relating to corporate governance. +Based on the above, the Directors are satisfied that sufficient corporate governance measures have +been put in place to manage conflict of interests that may arise between the Group and the Controlling +Shareholders Group, and to protect minority Shareholders’ interests after the Listing. +RELATIONSHIP WITH THE CONTROLLING SHAREHOLDERS +– 198 – + + +--- page 207 --- +OVERVIEW +Upon listing, the Board will consist of seven Directors, including four executive Directors and +three independent non-executive Directors. The Directors serve for a term of three years and shall be +subject to re-election upon retirement. The Board is responsible for and has the general power over the +management and operation of our business, including determining our business strategies and +investment plans, implementing resolutions passed at our general meetings, and exercising other +powers, functions and duties as conferred by the Articles of Association. The Board also assumes the +responsibilities for developing and reviewing the policies and practices of the Company on corporate +governance, risk management, internal control and compliance with legal and regulatory requirements. +The senior management currently consists of five members who are responsible for our day-to-day +management and operations. +DIRECTORS +The following table sets forth the key information about the Directors: +Name Age Position Responsibilities +Date of the +appointment as a +Director +Date of joining the +Group +Mr. Zhao .......... 36 Chairman of the Board, +executive Director, and +chief executive officer of +the Company +Responsible for the overall +strategic planning and +making key business and +operational decisions of the +Group +April 22, 2020 April 22, 2020 +Ms. Ding Xia ( ɕᒳ) ..... 36 Executive Director, vice +president and head of the +Board office of the +Company +Responsible for the overall +strategic planning and +daily operations and +management of the Group +December 22, 2021 December 22, 2021 +Mr. Ye Yangsheng ( ໢เ୍).. 33 Executive Director and head +of the digital R&D center +of the Company +Responsible for hosting the +research and development +of robot products and +software of the Group +September 16, 2020 September 16, +2020 +(1) +Mr. Wang Qun ( ˮ໊) .... 36 Executive Director and head +of the product department +of the Company +Responsible for the product +development and +application of the Group +September 16, 2020 June 1, 2020 +(1) +Dr. Cheng Lin (؍).... 49 Independent non-executive +Director +Responsible for supervising +and providing independent +judgement to the Board +March 26, 2025 March 26, 2025 +Dr. Liu Yong (ۇ)..... 45 Independent non-executive +Director +Responsible for supervising +and providing independent +judgement to the Board +March 26, 2025 March 26, 2025 +Mr. Chen Fei (࠭)..... 42 Independent non-executive +Director +Responsible for supervising +and providing independent +judgement to the Board +March 26, 2025 March 26, 2025 +Note: +(1) Ye Yangsheng and Wang Qun were the founding shareholders of the Company and the date of joining the Group refers to +the starting date of their respective employment relationship with the Group. +Executive Directors +Mr. Zhao , aged 36, was appointed as the Director in April 2020 and the chairman of the Board in +September 2020. He has been serving as the chief executive officer of the Company since June 2020 +and also been serving as various positions in several subsidiaries within the Group. +DIRECTORS AND SENIOR MANAGEMENT +– 199 – + + +--- page 208 --- +Mr. Zhao has accumulated extensive experience in the field of robotics and intelligent technology. +From April 2015 to December 2015, he served as the general manager at Fubot Shanghai Robotics +Technology Co., Ltd. (ي(ɪऎ)ʮ̡ ). Subsequently, he held the position of chairman +of the board and general manager at Shanghai Seer Robotics Co., Ltd. (ʮ̡ ) +(“Shanghai Seer Robotics ”) from January 2016 to May 2020. Mr. Zhao obtained a bachelor’s degree in +electronic information engineering in July 2011 and a master’s degree in control science and +engineering in March 2015, both from Zhejiang University ( एϪɽኪ) in the PRC. +Mr. Zhao is the spouse of Ms. Ding Xia (an executive Director) and the cousin-in-law of Mr. Ye +Yangsheng (an executive Director). +Ms. Ding Xia ( ɕᒳ), aged 36, has been serving as the vice president of the Company since +January 2022 and the head of the Board office of the Company since January 2024. Ms. Ding was +appointed as the Director in December 2021. +Ms. Ding has significant experience in strategic market management and investment in the +robotics and intelligent technology sectors. Prior to joining the Group, she served as a project manager +and deputy director at the Investment Promotion Bureau of Suzhou Wuzhong Economic and +Technological Development Zone (ਠ҅ ) from July 2013 to June 2016. +Subsequently, she worked as an investment director and the accelerator general manager at Ecovacs +Robotics Co., Ltd. (ʮ̡ ) from July 2016 to February 2020, a company listed +on the Shanghai Stock Exchange (stock code: 603486). She then held the position of director of human +resources at Suzhou Harmontronics Automation Technology Co., Ltd. (ʮ +̡) from March 2020 to January 2022, a company listed on the Shanghai Stock Exchange (stock code: +688022). Ms. Ding obtained a bachelor’s degree in psychology from Xinyang Normal University (ජ +ᇍɽኪ) in July 2010 in the PRC and a master’s degree in applied psychology from Soochow +University ( ᘽψɽኪ) in June 2013 in the PRC. +Ms. Ding is the spouse of Mr. Zhao (chairman of the Board, executive Director, and chief +executive officer of the Company). +Mr. Y e Y angsheng ( ໢เ୍), aged 33, served as the head of the robotics division at the Company +from July 2021 to June 2023. He has been serving as the head of the digital R&D center of the +Company since July 2023. He was appointed as the Director in September 2020. +Mr. Ye has a rich professional background in robotics and software development. He once served +as the head of the software department at Shanghai Seer Robotics from October 2015 to April 2018, +overseeing software development. In addition to his roles at the Company, Mr. Ye has also been serving +as the executive director and general manager at Shanghai Seer Soft Information Technology Co., Ltd. +(ʮ̡ ) since April 2018, as a supervisor at Shanghai Xiangang Technology Co., +Ltd. (ʮ̡ ) since May 2023, and as a supervisor at Jiangsu Xianjue Intelligent +Technology Co., Ltd. (ʮ̡ ) since April 2020, respectively. Mr. Ye obtained a +bachelor’s degree in control science and engineering (automation) in July 2015 and a master’s degree in +industrial design engineering in September 2018, both from Zhejiang University in the PRC. +Mr. Ye is the cousin-in-law of Mr. Zhao (chairman of the Board, executive Director, and chief +executive officer of the Company). +Mr. Wang Qun ( ˮ໊), aged 36, was appointed as the Director in September 2020. He has been +serving as the head of the product department of the Company since June 2020. +Mr. Wang has extensive experience in product development in the robotics sector. He once worked +as a teaching assistant in the School of Optical-Electrical and Computer Engineering at the University +of Shanghai for Science and Technology (ၑዚʈ೻ኪ৫ ) from September +2015 to December 2016. He served as a director at Shanghai Seer Robotics from June 2018 to August +2023, where he was responsible for product development. Mr. Wang obtained a bachelor’s degree in +electrical engineering and automation in June 2012 and a master’s degree in electrical engineering in +March 2015, both from Zhejiang University in the PRC. +DIRECTORS AND SENIOR MANAGEMENT +– 200 – + + +--- page 209 --- +Independent Non-executive Directors +Dr. Cheng Lin (؍)has in-depth experience in academia and the finance industry. From +August 2012 to July 2019, he served as an assistant professor at the Eller College of Management at +University of Arizona and was promoted to an associate professor, serving from August 2019 to April +2022. Since February 2021, Dr. Cheng subsequently served as an associate professor, a professor and +head of the finance and accounting department at China Europe International Business School ( ʕᆄ਷ +ყʈਠኪ৫ ). +Dr. Cheng accumulated extensive accounting or related financial management experience through, +among others, his directorships and positions in audit committees of the following companies: +Company Name Position +Date of Appointment and +Resignation +Nanjing Sunlord Electronics Corporation Ltd. +(ʮ̡ ), a company +listed on the Shenzhen Stock Exchange +(stock code: 300975) .............. +Independent non-executive director and +member of the audit committee +February 2022 to June +2024 +Glodon Company Limited (΅Ϟ +ʮ̡), a company listed on the Shenzhen +Stock Exchange (stock code: 002410) .... +Independent non-executive director and +member of the audit committee +April 2023 to July 2024 +Jiangsu Xinchangzheng Microelectronics Group +Co., Ltd. (ࠢ +ʮ̡) ....................... +Independent non-executive director July 2022 to present +Shanghai Baosight Software Co., Ltd. ( ɪऎᘒ +ʮ̡ ), a company listed on +the Shanghai Stock Exchange (stock code: +600845) ...................... +Independent non-executive director and +member of the audit committee +August 2022 to present +Shang Gong Group Co., Ltd. ( ɪʈ͡Ԏ(ණ +ྠ)ʮ̡ ), a company listed on the +Shanghai Stock Exchange (stock code: +600843) ...................... +Independent non-executive director and +member of the audit committee +June 2023 to present +Industrial Securities Assets Management Co., +Ltd. (ʮ̡ ) ...... +Independent non-executive director January 2024 to present +Shanghai Huayi Group Corporation Limited +(ʮ̡ ), a company +listed on the Shanghai Stock Exchange +(stock code: 600623) .............. +Independent non-executive director and +member of the audit committee +June 2024 to present +Dr. Cheng obtained a bachelor’s degree in accounting from York University in June 2006 in +Canada, a master’s degree in accounting from The Ohio State University in August 2007 in the United +States, and a doctorate in accounting and management information systems from The Ohio State +University in August 2012 in the United States. +Dr. Liu Y ong (ۇ)has a distinguished career in academia and robotics technology. He began as +a lecturer at the College of Control Science and Engineering at Zhejiang University (ኪ +ၾʈ೻ኪ৫ ) from September 2007 to December 2010. He then advanced to an associate professor from +December 2010 to December 2016, and he has been serving as a professor at the College of Control +Science and Engineering at Zhejiang University since December 2016. Since March 2018, Dr. Liu has +been serving as the executive director at Hangzhou Dashu Yunzhi Technology Co., Ltd. (ψɽᅰථ౽ +ʮ̡ ), where he is responsible for the company’s strategic development and business planning. +Dr. Liu obtained a bachelor’s degree in computer science from Zhejiang University in June 2001 and a +doctorate in computer applications from Zhejiang University in June 2007 in the PRC. +Mr. Chen Fei (࠭)has in-depth experience in investment banking and financial management. +He began his career as an investment banker at The Hongkong and Shanghai Banking Corporation +Limited, where he worked from July 2008 to May 2010 and was primarily responsible for advising on +DIRECTORS AND SENIOR MANAGEMENT +– 201 – + + +--- page 210 --- +financings, mergers and acquisitions for domestic and foreign clients. He then served as an investment +banker at UBS AG Hong Kong Branch from May 2010 to May 2018, where he was primarily +responsible for providing advisory services for a series of financing and merger and acquisition +transactions. From May 2018 to April 2022, Mr. Chen served as the chief financial officer and board +secretary at Tubatu Group Co., Ltd. (ʮ̡ ), where he was primarily responsible +for overseeing the company’s financial and investment activities. +Mr. Chen has also been serving as an executive director since April 2022 and the chief financial +officer of YSB Inc. (ʮ̡ ) since May 2022, a company listed on the Stock Exchange +(stock code: 9885), where he has been primarily responsible for overseeing overall financial +management (including accounting, capital management, handling tax-related matters, preparing and +reviewing financial statements, and financial data analyses), internal audits and control, corporate +finance, investment activities and legal matters of the company. Since December 2023, Mr. Chen has +been serving as an independent non-executive director and the chairperson of the audit committee of +Shanghai Refire Group Limited (ʮ̡ ), a company listed on the Stock +Exchange (stock code: 2570), where he was primarily responsible for providing an independent view of +the effectiveness of its financial reporting process and overseeing the audit process. He has also been +serving as an independent director of Yangteng Innovation (Fujian) Information Technology Co., Ltd. +(౮ᙜ௴อ(ܔ)ʮ̡ ) since March 2025. +Mr. Chen obtained a bachelor’s degree in finance in July 2006 and a master’s degree in finance in +July 2008, both from Peking University ( ̏ԯɽኪ) in the PRC. He has been certified as a chartered +financial analyst by the CFA Institute since September 2012 and obtained a certificate of board +secretaries from the Shenzhen Stock Exchange in November 2020. +SENIOR MANAGEMENT +The following table sets forth the key information about the senior management of the Company. +Name Age Position Responsibilities +Date of the +appointment as +senior management +Date of joining the +Group +Mr. Zhao .......... 36 Chairman of the Board, +executive Director, and +chief executive officer of +the Company +Responsible for the overall +strategic planning and +making key business and +operational decisions of the +Group +June 1, 2020 April 22, 2020 +Ms. Ding Xia ( ɕᒳ) ..... 36 Executive Director, vice +president and head of the +Board office of the +Company +Responsible for the overall +strategic planning and +daily operations and +management of the Group +January 6, 2022 December 22, 2021 +Mr. Ye Yangsheng ( ໢เ୍).. 33 Executive Director and head +of the digital R&D center +of the Company +Responsible for hosting the +research and development +of robot products and +software of the Group +September 16, 2020 September 16, 2020 +Mr. Zhang Xing ( ੵጳ) .... 44 Chief financial officer of the +Company +Responsible for the overall +financial planning and +analysis and strategic +planning of the Group +June 1, 2020 June 1, 2020 +Mr. Fan Siqi (ᄁ) .... 29 Secretary to the Board, head +of the securities affairs and +director of investment and +financing department of the +Company +Responsible for corporate +governance matters, equity +investment and financing, +investor relations, and +other capital operation +matters of the Group +May 12, 2025 February 25, 2025 +For the biographical details of Mr. Zhao, Ms. Ding Xia and Mr. Ye Yangsheng, see “— Executive +Directors” in this section. +DIRECTORS AND SENIOR MANAGEMENT +– 202 – + + +--- page 211 --- +Mr. Zhang Xing ( ੵጳ), aged 44, was appointed as the chief financial officer of the Company in +June 2020. +Mr. Zhang has a diverse background in finance and business analysis, having worked in various +financial roles throughout his career. Prior to joining the Group, from April 2010 to August 2011, he +served as an operator at PETROPOWER (Shanghai) Holdings Co., Ltd. (ʮ̡ ). +He then served as a researcher at Orient Securities Futures Co., Ltd. (ʮ̡ ) from +June 2012 to July 2012. From June 2013 to May 2014, he served as a budget analyst at Pingda +Investment Co., Ltd. (ʮ̡ ). Mr. Zhang then served as a financial supervisor at +Shanghai Good Kids Children’s Products Co., Ltd. (ʮ̡ ) (currently known as +Shanghai Shaming Trading Co., Ltd. (ʮ̡ )) from June 2014 to March 2015. He then +served as a financial manager at Shanghai HIUV New Materials Co., Ltd. (ࠢ +ʮ̡) from April 2015 to March 2019, a company listed on the Shanghai Stock Exchange (stock code: +688680). He then served as the chief financial officer at Shanghai Seer Robotics from March 2019 to +April 2020. Mr. Zhang obtained a bachelor’s degree in accounting and finance in June 2007 and a +master’s degree in development finance in April 2009, both from the University of Manchester in the +United Kingdom. +Mr. Fan Siqi (ᄁ), aged 29, was appointed as one of our joint company secretaries in May +2025 with effect from the Listing Date. He has been serving as head of the securities affairs and +director of investment and financing department of the Company since February 2025 and secretary to +the Board since May 2025. +Prior to joining the Group, he subsequently served as an associate from July 2021 to January 2024 +and a senior associate from January 2024 to February 2025 in the investment banking department of +China International Capital Corporation Limited (ʮ̡ ), a company listed on the +Shanghai Stock Exchange (stock code: 601995) and the Stock Exchange (stock code: 3908). Mr. Fan +obtained a bachelor’s degree in financial engineering from Southeast University (ɽኪ) in June +2019 in the PRC, and a master’s degree of science in financial engineering from New York University +in May 2021 in the United States. +GENERAL +As of the Latest Practicable Date, to the best of the knowledge, information and belief of the +Directors after having made all reasonable enquiries, +(i) save as disclosed above, none of the Directors or senior management has held any +directorship in any public company the securities of which are listed on any securities +market in Hong Kong or overseas during the three years immediately preceding the date of +this prospectus; +(ii) save as disclosed above, none of the Directors or members of the senior management of the +Company was related to any other Directors and members of the senior management; +(iii) save as disclosed in “Statutory and General Information,” none of the Directors or chief +executive officer of the Company held any interest in the Shares which would be required to +be disclosed pursuant to Part XV of the Securities and Futures Ordinance; and +(iv) there was no additional matter with respect to the appointment of the Directors that needs to +be brought to the attention of the Shareholders, and there was no additional information +relating to the Directors that is required to be disclosed pursuant to Rule 13.51(2) of the +Listing Rules. +DIRECTORS AND SENIOR MANAGEMENT +– 203 – + + +--- page 212 --- +CONFIRMATION FROM OUR DIRECTORS +Rule 8.10 of the Listing Rules +As of the Latest Practicable Date, none of our Directors and their respective close associates had +any interest in any business which competes or is likely to compete, either directly or indirectly with +our Group’s business which would require disclosure under Rule 8.10 of the Listing Rules. +Rule 3.09D of the Listing Rules +Each of our Directors confirmed that he or she (i) had obtained the legal advice referred to under +Rule 3.09D of the Listing Rules on May 7, 2025; and (ii) understood his or her obligations as a director +of a listed issuer under the Listing Rules. +Rule 3.13 of the Listing Rules +Each of our independent non-executive Directors had confirmed (i) his or her independence as +regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules; (ii) that he or she +had no past or present financial or other interest in the business of the Company or its subsidiary or any +connection with any core connected person of the Company under the Listing Rules as of the Latest +Practicable Date; and (iii) that there were no other factors that may affect his or her independence at +the time of his or her appointments. Each of our independent non-executive Directors will inform us +and the Stock Exchange as soon as practicable if there is any subsequent change of circumstances +which may affect his or her independence. +JOINT COMPANY SECRETARIES +The Company has appointed Mr. Fan Siqi (ᄁ) as our joint company secretary on May 12, +2025, and Ms. Au Yeung Lai Yee ( ᆄජᘆᄃ) on March 31, 2026, with effect from the Listing Date. For +the biographical details of Mr. Fan Siqi, see “— Senior Management.” +Ms. Au Y eung Lai Y ee ( ᆄජᘆᄃ ), was appointed as one of our joint company secretaries in +March 2026. She currently serves as an assistant manager of SWCS Corporate Services Group (Hong +Kong) Limited. +Ms. Au Yeung is an assistant manager of SWCS Corporate Services Group (Hong Kong) Limited +and has over ten years of experiences in corporate secretarial field. She has been an associate member +of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the +United Kingdom. Besides, she obtained a bachelor’s degree in business administration from Hong Kong +Baptist University and a master degree of corporate governance from Hong Kong Metropolitan +University (formerly known as The Open University of Hong Kong). +BOARD COMMITTEES +We have established three Board Committees in accordance with the relevant PRC laws and +regulations, the Articles of Association and the Corporate Governance Code, namely the Audit +Committee, the Nomination Committee, and the Remuneration Committee. +Audit Committee +We have established an Audit Committee with written terms of reference in compliance with Rule +3.21 of the Listing Rules and paragraph D.3 of the Corporate Governance Code. The Audit Committee +consists of three Directors, namely Cheng Lin, Liu Yong and Chen Fei, with Cheng Lin currently +serving as the chairman. Cheng Lin has the appropriate professional experiences as required under +Rules 3.10(2) and 3.21 of the Listing Rules. The Audit Committee is primarily responsible for +proposing the appointment or replacement of external auditors to the Board while monitoring their +independence and performance. It acts to examine the Company’s financial information, reports, and +DIRECTORS AND SENIOR MANAGEMENT +– 204 – + + +--- page 213 --- +statements, and is tasked with overseeing the rationality, efficiency, and implementation of the financial +reporting, risk management, and internal control systems to make relevant recommendations to the +Board, in addition to dealing with other matters authorized by the Board. +The Company does not maintain a supervisory committee and the Audit Committee shall exercise +the powers and duties of the supervisory committee as stipulated in the PRC Company Law. +Nomination Committee +We have established a Nomination Committee with written terms of reference in compliance with +Rule 3.27A of the Listing Rules and paragraph B.3 of the Corporate Governance Code. The Nomination +consists of five Directors, namely Mr. Zhao, Ding Xia, Cheng Lin, Liu Yong and Chen Fei, with Mr. +Zhao currently serving as the chairman. The Nomination Committee conducts extensive searches to +provide suitable candidates for Directors, general managers, and senior management, while researching +and developing standards and procedures for their election. It is responsible for reviewing the Board’s +structure, size, and composition (covering diversity factors such as gender, skills, and experience) at +least annually to maintain a board skills matrix and recommend changes aligning with corporate +strategy. Furthermore, the committee assesses the independence of independent non-executive Directors, +supports the Board’s regular performance evaluation, and handles other authorized matters. +Remuneration Committee +We have established a Remuneration Committee with written terms of reference in compliance +with Rule 3.25 of the Listing Rules and paragraph E.1 of the Corporate Governance Code. The +Remuneration Committee consists of three Directors, namely Liu Yong, Mr. Zhao and Cheng Lin, with +Liu Yong currently serving as the chairman. The Remuneration Committee advises the Board on the +overall remuneration plan and structure for Directors and senior management, ensuring the +establishment of transparent and formal procedures for determining the Company’s remuneration policy. +Its duties also include making recommendations on individual remuneration packages for Directors and +senior management, monitoring the implementation of the remuneration system, and fulfilling any other +duties conferred by the Board. +CORPORATE GOVERNANCE CODE +The Company is committed to achieving a high standard of corporate governance with a view to +safeguarding the interests of our Shareholders. To accomplish this, the Company intends to comply with +the Corporate Governance Code set out in Appendix C1 to the Listing Rules and the Model Code for +Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules after +the Listing. +Pursuant to code provision C.2.1 of the Corporate Governance Code, companies listed on the +Stock Exchange are expected to comply with, but may choose to deviate from the requirement that the +responsibilities between the chairperson and the chief executive officer should be segregated and should +not be performed by the same individual. We do not have a separate chairperson and chief executive +officer and Mr. Zhao currently performs these two roles. The Board believes that vesting the roles of +both the chairperson and chief executive officer in the same person has the benefit of ensuring +consistent leadership within the Group and enables more effective and efficient overall strategic +planning and implementation of the Board’s decisions for the Group. The Board considers that the +balance of power and authority for the present arrangement will not be impaired and this structure will +enable the Company to make and implement decisions promptly and effectively. The Board will +continue to review and consider splitting the roles of the chairperson of the Board and the chief +executive officer of the Company if and when it is appropriate taking into account the circumstances of +the Group as a whole. +Save as disclosed above, the Company intends to comply with all code provisions under the +Corporate Governance Code after the Listing. +DIRECTORS AND SENIOR MANAGEMENT +– 205 – + + +--- page 214 --- +BOARD DIVERSITY POLICY +We have adopted the board diversity policy which sets out the objective and approach for +achieving and maintaining the diversity of the Board in order to enhance its effectiveness. In +accordance with the board diversity policy, the Company seeks to achieve board diversity by taking into +account a number of factors, including but not limited to gender, age, industry experience, cultural and +education background, professional experience, skills, knowledge and/or length of service. The ultimate +selection of Board candidates will be based on merit and potential contribution to our Board having due +regard to the benefits of diversity on the Board and also the specific needs of the Company without +focusing on a single diversity aspect. The Directors have a balanced mix of knowledge and skills, +including overall management and strategic development as well as knowledge and experience in areas +such as overall management and strategic development. They obtained degrees in various areas +including engineering, computer science, finance, accounting and psychology. Furthermore, our Board +has a diverse age and gender representation. Our Board currently comprises one female Director and six +male Directors, ranging from 32 years old to 48 years old. +With regard to gender diversity on the Board, we recognize the particular importance of gender +diversity. We have taken and will continue to take steps to promote and enhance gender diversity at all +levels of the Company, including but without limitation at our Board and senior management levels. We +will maintain a focus on gender diversity when recruiting staff at the mid to senior level so as to +develop a pipeline of potential female successors to our Board. The Group will also identify and select +several female individuals with a diverse range of skills, experience and knowledge in different fields +from time to time, and maintain a list of such female individuals who possess qualities to become our +Board members, which will be reviewed by the Nomination Committee periodically to maintain gender +diversity of our Board. Taking into account our existing business model and specific needs as well as +the different backgrounds of our Directors, the composition of our Board satisfies our board diversity +policy. +Upon the Listing, the Nomination Committee will from time to time discuss and agree on +expected goals to ensure board diversity, and review and, where necessary, update the board diversity +policy to ensure that the policy remains effective. The Company will disclose the biographical details of +each Director and report on the implementation of the board diversity policy (including whether we +have achieved board diversity) in its annual corporate governance report. +DIRECTORS’ AND SUPERVISORS’ REMUNERATION AND REMUNERATION OF THE FIVE +HIGHEST-PAID INDIVIDUALS +The Directors and senior management members who receive remuneration from the Company are +paid in the forms of salaries and other benefits in kind, discretionary bonuses, retirement benefit +scheme contributions and share-based payment. The remuneration of the Directors and senior +management members is determined with reference to the remuneration paid by comparable companies +and the achievement of major operating indicators of the Company. +The aggregate amount of remuneration (including salaries and other benefits in kind, discretionary +bonuses, retirement benefit scheme contributions and share-based payment) and other benefits in kind +paid to our Directors and former supervisors for the years ended December 31, 2023, 2024 and 2025 +amounted to RMB8.4 million, RMB9.4 million and RMB4.9 million, respectively. The aggregate +amount of remuneration (including salaries and other benefits in kind, discretionary bonuses, retirement +benefit scheme contributions and share-based payment) and other benefits in kind incurred by the five +highest-paid individuals (including one, one and Nil Director, respectively) of the Group for the years +ended December 31, 2023, 2024 and 2025 amounted to RMB17.8 million, RMB18.9 million and +RMB19.1 million, respectively. +Under the current compensation arrangement, we estimate the total compensation before taxation, +including estimated share-based compensation, to be accrued to our Directors for the year ending +December 31, 2026 to be approximately RMB3.4 million. The actual remuneration of our Directors for +2026 may be different from the expected remuneration. +DIRECTORS AND SENIOR MANAGEMENT +– 206 – + + +--- page 215 --- +For the years ended December 31, 2023, 2024 and 2025, there were one, one and nil Director +among the five highest paid individuals, respectively. The total emoluments for the remaining +individuals among the five highest paid individuals amounted to RMB13.2 million, RMB14.0 million +and RMB19.1 million, for the years ended December 31, 2023, 2024 and 2025, respectively. +We confirmed that during the Track Record Period, no remuneration was paid by the Company to, +or receivable by, our Directors, former supervisors or the five highest paid individuals as an inducement +to join or upon joining the Company or as compensation for loss of office in connection with the +management positions of the Company or any subsidiary of the Company. +During the Track Record Period, none of our Directors or former supervisors waived any +remuneration. Save as disclosed above, no other payments have been paid, or are payable, by the +Company or our subsidiary to our Directors, former supervisors or the five highest-paid individuals +during the Track Record Period. +COMPLIANCE ADVISER +The Company has appointed Gram Capital Limited as our Compliance Adviser in compliance with +Rules 3A.19 of the Listing Rules. The Compliance Adviser will provide us with guidance and advice as +to compliance with the Listing Rules and other applicable laws, rules, codes and guidelines. Pursuant to +Rule 3A.23 of the Listing Rules, the Compliance Adviser advises the Company in specific +circumstances, including before the publication of any regulatory announcement, circular, or financial +report, and where a contemplated transaction might constitute a notifiable or connected transaction, +such as share issues, transfers of treasury shares, or repurchases. Additionally, advice is required if the +use of Global Offering proceeds differs from the prospectus, if business activities or results deviate +from forecasts or estimates, or where the Stock Exchange makes an inquiry to the Company under Rule +13.10. +Pursuant to Rule 3A.24 of the Listing Rules, the Compliance Adviser will, on a timely basis, +inform the Company of any amendment or supplement to the Listing Rules that are announced by the +Stock Exchange. The Compliance Adviser will also inform the Company of any new or amended law, +regulation or code in Hong Kong applicable to us, and advise us on the continuing requirements under +the Listing Rules and applicable laws and regulations. +The term of the appointment will commence on the Listing Date and is expected to end on the +date on which the Company complies with Rule 13.46 of the Listing Rules in respect of our financial +results for the first full financial year commencing after the Listing. +CORE R&D TEAM MEMBERS +For further details of the experience of our core R&D team members, see “Business — Research +and Development” in this prospectus. +DIRECTORS AND SENIOR MANAGEMENT +– 207 – + + +--- page 216 --- +BEFORE THE COMPLETION OF THE GLOBAL OFFERING +As of the Latest Practicable Date, the issued share capital of the Company was RMB100,000,000 +comprising 100,000,000 Shares with a nominal value of RMB1.00 each. +UPON THE COMPLETION OF THE GLOBAL OFFERING +Immediately following the completion of the Global Offering and conversion of Domestic Shares +into H Shares, assuming that the Offer Size Adjustment Option and the Over-allotment Option are not +exercised, the share capital of the Company will be as follows: +Description of Shares Number of Shares +Approximate +percentage of the +total share capital +of the Company +(%) +Domestic Shares in issue ................................. —— +H Shares to be converted from Domestic Shares (1) .................. 100,000,000 90.50 +H Shares to be issued under the Global Offering .................... 10,497,300 9.50 +Total ............................................. 110,497,300 100.00 +(1) For details of the conversion of Domestic Shares into H Shares upon the Listing, see “History, Development and Corporate +Structure — Capitalization of the Company.” +Immediately following the completion of the Global Offering and conversion of Domestic Shares +into H Shares, assuming that the Offer Size Adjustment Option is fully exercised but the Over-allotment +Option is not exercised, the share capital of the Company will be as follows: +Description of Shares Number of Shares +Approximate +percentage of the +total share capital +of the Company +(%) +Domestic Shares in issue ................................. —— +H Shares to be converted from Domestic Shares (1) .................. 100,000,000 89.23 +H Shares to be issued under the Global Offering .................... 12,071,850 10.77 +Total ............................................. 112,071,850 100.00 +(1) For details of the identities of the Shareholders whose Shares will be converted into H Shares upon the Listing, see +“History, Development and Corporate Structure — Capitalization of the Company.” +Immediately following the completion of the Global Offering and conversion of Domestic Shares +into H Shares, assuming that the Offer Size Adjustment Option is not exercised and the Over-allotment +Option is fully exercised, the share capital of the Company will be as follows: +Description of Shares Number of Shares +Approximate +percentage of the +total share capital +of the Company +(%) +Domestic Shares in issue ................................. —— +H Shares to be converted from Domestic Shares (1) .................. 100,000,000 89.23 +H Shares to be issued under the Global Offering .................... 12,071,850 10.77 +Total ............................................. 112,071,850 100.00 +(1) For details of the conversion of Domestic Shares into H Shares upon the Listing, see “History, Development and Corporate +Structure — Capitalization of the Company.” +SHARE CAPITAL +– 208 – + + +--- page 217 --- +Immediately following the completion of the Global Offering and conversion of Domestic Shares +into H Shares, assuming that the Offer Size Adjustment Option and the Over-allotment Option are fully +exercised, the share capital of the Company will be as follows: +Description of Shares Number of Shares +Approximate +percentage of the +total share capital +of the Company +(%) +Domestic Shares in issue ................................. —— +H Shares to be converted from Domestic Shares (1) .................. 100,000,000 87.81 +H Shares to be issued under the Global Offering .................... 13,882,600 12.19 +Total ............................................. 113,882,600 100.00 +(1) For details of the identities of the Shareholders whose Shares will be converted into H Shares upon the Listing, see +“History, Development and Corporate Structure — Capitalization of the Company.” +OUR SHARES +The H Shares, to be issued following the completion of the Global Offering and converted from +the Domestic Shares, and the Domestic Shares are ordinary Shares in the share capital of the Company. +Apart from certain qualified domestic institutional investors in the PRC, qualified PRC investors under +the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect and other +persons entitled to hold H Shares pursuant to the relevant PRC laws and regulations or upon approval +by any competent authorities, H Shares generally may not be subscribed for by, or traded between, +investors of the PRC. H Shares may only be subscribed for and traded in Hong Kong dollars. +Domestic Shares and H Shares are regarded as one class of Shares under our Articles of +Association and will rank pari passu with each other in all other respects and, in particular, will rank +equally for all dividends or distributions declared, paid or made after the date of this prospectus. +Dividends in respect of our Shares may be paid by us in Hong Kong dollars or Renminbi, as the case +may be. In addition to cash, dividends may be distributed in the form of Shares. +CONVERSION OF DOMESTIC SHARES INTO H SHARES +The Domestic Shares are currently not listed or traded on any stock exchange. +According to the regulations by the CSRC and our Articles of Association, the holders of these +Domestic Shares may, at their own option, authorize the Company to apply to the CSRC for conversion +of their respective Domestic Shares to H Shares upon the Global Offering, and such converted Shares +may be listed and traded on an overseas stock exchange provided that the conversion, listing and +trading of such converted Shares have been approved by the securities regulatory authorities of the +State Council. Additionally, such conversion, trading and listing shall meet any requirement of internal +approval process and in all respects comply with the regulations prescribed by the securities regulatory +authorities of the State Council and the regulations, requirements and procedures prescribed by the +relevant overseas stock exchange. +If any of the Domestic Shares are to be converted, listed and traded as H Shares on the Stock +Exchange, the approvals of any internal approval process and/or the relevant PRC regulatory +authorities, including the CSRC, and the approval of the Stock Exchange are necessary for such +conversion. Based on the procedures for the conversion of Domestic Shares into H Shares as set forth +below, we will apply for the listing of all or any portion of the Domestic Shares on the Stock Exchange +as H Shares in advance of any proposed conversion after the Global Offering to ensure that the +conversion process can be completed promptly upon notice to the Stock Exchange and delivery of +Shares for entry on the H Share register. As the listing of additional Shares after the Listing on the +Stock Exchange is ordinarily considered by the Stock Exchange to be a purely administrative matter, it +does not require such prior application for listing at the time of our listing in Hong Kong. No +Shareholder voting is required for the conversion of such Shares or the listing and trading of such +SHARE CAPITAL +– 209 – + + +--- page 218 --- +converted Shares on an overseas stock exchange. Any application for listing of the converted shares on +the Stock Exchange after our initial listing is subject to prior notification by way of announcement to +inform our Shareholders and the public of any proposed conversion. +After all the requisite approvals have been obtained, the relevant Domestic Shares will be +withdrawn from the Share register, and the Company will re-register such Shares on the H Share +register maintained in Hong Kong and instruct the H Share Registrar to issue H Share certificates. +Registration on the H Share register of the Company will be on the conditions that (i) the H Share +Registrar lodges with the Stock Exchange a letter confirming the proper entry of the relevant H Shares +on the H Share register and the due dispatch of H Share certificates; and (ii) the admission of the H +Shares to be traded on the Stock Exchange complies with the Listing Rules and the General Rules of +HKSCC and the HKSCC Operational Procedures in force from time to time. Until the converted Shares +are re-registered on the H Share register of the Company, such Shares would not be listed as H Shares. +DOMESTIC PROCEDURES +The Shareholders who apply for H Share Full Circulation (“ Full Circulation Participating +Shareholders ”) may only deal in the Shares upon completion of the below arrangement procedures for +the registration, deposit and transaction settlement in relation to the conversion and listing: +(i) We will appoint CSDC as the nominal holder to deposit the relevant securities at CSDC +(Hong Kong), which will then deposit the securities at HKSCC in its own name. CSDC, as +the nominal holder of the Full Circulation Participating Shareholders, shall handle all +custody, maintenance of detailed records, cross-border settlement and corporate actions, etc. +relating to the converted H Shares for the Full Circulation Participating Shareholders; +(ii) We will engage a domestic securities company (the “ Domestic Securities Company ”) to +provide services such as the transmission of sale orders and trading messages in respect of +the converted H Shares. The Domestic Securities Company will engage a Hong Kong +securities company (the “ Hong Kong Securities Company ”) for settlement of share +transactions. We will make an application to CSDC, Shenzhen Branch for the maintenance of +a detailed record of the initial holding of the converted H Shares held by our Shareholders. +Meanwhile, we will submit applications for a domestic transaction commission code and +abbreviation, which shall be confirmed by CSDC, Shenzhen Branch as authorized by the +Shenzhen Stock Exchange; +(iii) The Shenzhen Stock Exchange shall authorize Shenzhen Securities Communication Co., Ltd. +to provide services relating to transmission of trading orders and trading messages in respect +of the converted H Shares between the Domestic Securities Company and the Hong Kong +Securities Company, and the real-time market forwarding services of the H Shares; +(iv) According to the Notice of the SAFE on Issues Concerning the Foreign Exchange +Administration of Overseas Listing (ஷ +‘), the Full Circulation Participating Shareholders that held Domestic Shares shall +complete the overseas shareholding registration with the local foreign exchange +administration bureau before the Shares are sold, and after the overseas shareholding +registration, open a specified bank account for the holding of overseas shares by domestic +investors at a domestic bank with relevant qualifications and open a fund account for the H +Share “Full Circulation” at the Domestic Securities Company. The Domestic Securities +Company shall open a securities trading account for the H Share “Full Circulation” at the +Hong Kong Securities Company; and +SHARE CAPITAL +– 210 – + + +--- page 219 --- +(v) The Full Circulation Participating Shareholders shall submit trading orders of the converted +H Shares through the Domestic Securities Company. Trading orders of the Full Circulation +Participating Shareholders for the relevant Shares will be submitted to the Stock Exchange +through the securities trading account opened by the Domestic Securities Company at the +Hong Kong Securities Company. Upon completion of the transaction, settlements between +each of the Hong Kong Securities Company and CSDC (Hong Kong), CSDC (Hong Kong) +and CSDC, CSDC and the Domestic Securities Company, and the Domestic Securities +Company and the Full Circulation Participating Shareholders, will all be conducted +separately. +As a result of the conversion, the shareholding of the relevant Full Circulation Participating +Shareholders in our share capital registered shall be reduced by the number of Domestic Shares +converted and increased by the number of H Shares so converted. +RESTRICTIONS OF SHARE TRANSFER +In accordance with the PRC Company Law, the shares issued prior to any public offering of +shares by a company cannot be transferred within one year from the date on which such publicly +offered shares are listed and traded on the relevant stock exchange. As such, the Shares issued by the +Company prior to the issue of H Shares will be subject to such statutory restriction on transfer within a +period of one year from the Listing Date. +The Directors and members of the senior management of the Company shall declare their +shareholdings in the Company and any changes in their shareholdings. Shares transferred by the +Directors and members of the senior management each year during their term of office shall not exceed +25% of their total respective shareholdings in the Company. The Shares that the aforementioned persons +held in the Company cannot be transferred within one year from the date on which the Shares are listed +and traded, nor within half a year after they leave their positions in the Company. The Articles of +Association may contain other restrictions on the transfer of the Shares held by the Directors and +members of senior management of the Company. +SHARE CAPITAL +–2 1 1– + + +--- page 220 --- +As far as the Directors are aware, immediately following the completion of the Global Offering +(assuming that the Offer Size Adjustment Option and the Over-allotment Option are not exercised) and +the conversion of the Domestic Shares into H Shares, the following persons will have an interest and/or +short position in the Shares or underlying Shares which will be required to be disclosed to the Company +pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO, or will be, directly or indirectly, +interested in 10% or more of the nominal value of any class of our share capital carrying rights to vote +in all circumstances at general meetings of the Company: +As of the Latest Practicable Date +Immediately following the +completion of the Global Offering +(assuming the Offer Size +Adjustment Option and the +Over-allotment Option are not +exercised) +Name of Shareholder Nature of interest +Number of +Domestic Shares +Approximate +percentage of +interest in the +Company +Number and +description of +the H Shares +Approximate +percentage of +interest in the +Company (1) +%% +Mr. Zhao ................ Beneficial owner 17,050,617 17.05 17,050,617 15.43 +Interest in controlled corporation (2) 35,835,081 35.84 35,835,081 32.43 +Shanghai Xianyi (2) ............ Beneficial owner 15,461,117 15.46 15,461,117 13.99 +Shanghai Xiansan (2) ........... Beneficial owner 7,960,265 7.96 7,960,265 7.20 +Zhuhai Yinshan (3) ............ Beneficial owner 14,249,432 14.25 14,249,432 12.90 +Zhuhai Yinshan Shareholders (3) ...... Interest in controlled corporation 14,249,432 14.25 14,249,432 12.90 +Ningbo Huilidaoqin (4) .......... Beneficial owner 9,654,483 9.65 9,654,483 8.74 +Ningbo Huilidaoqin Shareholders (4) .... Interest in controlled corporation 9,654,483 9.65 9,654,483 8.74 +Ecovacs Investment Hainan (5) ....... Beneficial owner 6,446,709 6.45 6,446,709 5.83 +Ecovacs (5) ................ Interest in controlled corporation 6,446,709 6.45 6,446,709 5.83 +(1) The calculation is based on the total number of 110,497,300 H Shares in issue upon Listing comprising (i) an aggregate of +100,000,000 H Shares to be converted from the Domestic Shares and (ii) 10,497,300 H Shares to be issued pursuant to the +Global Offering (without taking into account the H Shares which may be issued upon the exercise of the Offer Size +Adjustment Option and the Over-allotment Option). +(2) As of the Latest Practicable Date, Mr. Zhao was the respective general partner of Shanghai Xianyi, Shanghai Xiansan, +Shanghai Xianwu, Shanghai Xianliu and Shanghai Xianqi. As a result, Mr. Zhao is deemed to be interested in the +aggregate of 35,835,081 Shares held by Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu, Shanghai Xianliu and +Shanghai Xianqi under the SFO. +(3) As of the Latest Practicable Date, the general partners of Zhuhai Yinshan are GLP (Zhuhai) and Zhuhai Puyou. +As of the Latest Practicable Date, GLP (Zhuhai) was wholly-owned by Unity CMC, which was in turn wholly-owned by +Phoenix CMC. Phoenix CMC was wholly-owned by GLP Global FM, which was in turn wholly-owned by GLP Partners 2. +GLP Partners 2 was wholly-owned by GLP Partners 1, which was in turn wholly-owned by GLP Partners. GLPCP Humble +Limited was entitled to exercise 80.00% of voting rights in GLP Partners and was wholly-owned by GLP. +As of the Latest Practicable Date, Zhuhai Puyou was wholly-owned by Shanghai Yinshan, which was in turn owned as to +65.00% by Unity CMC and 35.00% by Zhuhai Yinshan Lingchuang, respectively. Zhuhai Yinshan Lingchuang was owned +as to 40.00% by Dong Zhonglang and 40.00% by Zhuhai Dongfang Zeyu, respectively. Zhuhai Dongfang Zeyu was +wholly-owned by HIGASHI MICHIHIRO . +As of the Latest Practicable Date, Zhuhai Puyin held approximately 34.19% limited partnership interests in Zhuhai +Yinshan. Zhuhai Puyin was managed by its general partner Shanghai Yinyuan, which was in turn wholly-owned by +Shanghai Yinshan. As of the Latest Practicable Date, GLP Shanghai held approximately 99.98% limited partnership +interests in Zhuhai Puyin, which was in turn wholly-owned by China Management Holdings. China Management Holdings +was controlled by China Management Holding Srl, which was in turn wholly-owned by GLP China Holdings Limited. GLP +China Holdings Limited was owned as to 84.30% by CLH Limited, which was in turn wholly-owned by GLP. +As a result, each of GLP (Zhuhai), Unity CMC, Phoenix CMC, GLP Global FM, GLP Partners 2, GLP Partners 1, GLP +Partners, GLPCP Humble Limited, GLP, Zhuhai Puyou, Shanghai Yinshan, Zhuhai Yinshan Lingchuang, Dong Zhonglang, +Zhuhai Dongfang Zeyu, HIGASHI MICHIHIRO, Zhuhai Puyin, Shanghai Yinyuan, GLP Shanghai, China Management +Holdings, China Management Holding Srl, GLP China Holdings Limited and CLH Limited (collectively, the “ Zhuhai +Yinshan Shareholders ”) is deemed to be interested in the 14,249,432 Shares held by Zhuhai Yinshan under the SFO. +(4) As of the Latest Practicable Date, Ningbo Huilidaoqin was managed by its general partners Ningbo Minheng Qizhi and +Ningbo Hengmin. Ningbo Minheng Qizhi was managed and owned as to 90.00% by its general partner Xizang Zhiyuan +Huicai, which was in turn owned as to 51.00% by Wu Haiyan and 49.00% by Wang Daoping, respectively. Ningbo +Hengmin was owned as to 90.00% by Li Lianzhu. +As of the Latest Practicable Date, Ruizhao Mingyuan Investment Management Center held approximately 89.65% limited +partnership interests in Ningbo Huilidaoqin. Ruizhao Mingyuan Investment Management Center was managed by its +general partner Ningbo Minheng Qizhi. +As a result, each of Ningbo Minheng Qizhi, Xizang Zhiyuan Huicai, Wu Haiyan, Wang Daoping, Ningbo Hengmin, Li +Lianzhu and Ruizhao Mingyuan Investment Management Center (collectively, the “ Ningbo Huilidaoqin Shareholders ”) is +deemed to be interested in the 9,654,483 Shares held by Ningbo Huilidaoqin under the SFO. +(5) As of the Latest Practicable Date, Ecovacs Investment Hainan was wholly-owned by Ecovacs (a company listed on the +Shanghai Stock Exchange (stock code: 603486)). As a result, Ecovacs is deemed to be interested in the 6,446,709 Shares +held by Ecovacs Investment Hainan under the SFO. +SUBSTANTIAL SHAREHOLDERS +– 212 – + + +--- page 221 --- +Save as disclosed above, the Directors are not aware of any person who will, immediately +following the completion of the Global Offering (assuming that the Offer Size Adjustment Option and +the Over-allotment Option are not exercised) and the conversion of the Domestic Shares into H Shares, +have any interest and/or short position in the Shares or underlying shares of the Company which will be +required to be disclosed to the Company pursuant to the provisions of Divisions 2 and 3 of Part XV of +the SFO, or who is, directly or indirectly interested in 10% or more of the nominal value of any class +of share capital carrying rights to vote in all circumstances at general meeting of the Company or any +other member of the Group. +SUBSTANTIAL SHAREHOLDERS +– 213 – + + +--- page 222 --- +The following discussion and our analysis should be read in conjunction with our consolidated +financial statements included in the Accountants’ Report in Appendix I, together with the +accompanying notes. Our consolidated financial statements have been prepared in accordance with +IFRS. +The following discussion and analysis contain forward-looking statements that reflect our +current views with respect to future events and financial performance. These statements are based on +our assumptions and analysis in light of our experience and perception of historical trends, current +conditions and expected future developments, as well as other factors we believe are appropriate +under the circumstances. However , whether actual outcomes and developments will meet our +expectations and predictions depends on a number of risks and uncertainties, and our actual results +may differ materially from those anticipated in these forward-looking statements as a result of +certain factors. In evaluating our business, you should carefully consider the information provided in +this prospectus, including but not limited to the sections headed “Risk Factors” and “Business.” +For the purposes of this section, unless the context otherwise requires, references to 2023, +2024 and 2025 refer to our fiscal years ended December 31 of such years, respectively. +OVERVIEW +We are an intelligent robotics company defined by our robotic control systems, or what we call +the “robot brain.” As a key differentiator of our business, our proprietary robotic control technologies +form the foundation of our intelligent robot offerings. Leveraging our market position and technology +in the robot brain, we develop and sell robots, controllers, software and accessories, enabling one-stop +development, acquisition and use of intelligent robots across real-world scenarios. In 2023, 2024 and +2025 consecutively, we ranked first in terms of robotic controller sales volume, according to CIC. +During the Track Record Period, we experienced steady and strong growth. Our revenue increased +from RMB249.0 million in 2023 to RMB339.3 million in 2024, and further to RMB441.9 million in +2025, representing a CAGR of 33.2% from 2023 to 2025. For 2023, 2024 and 2025, our gross profit +margin was 49.2%, 45.9% and 47.4%, respectively. We recorded a net loss of RMB47.7 million, +RMB42.3 million and RMB47.1 million in 2023, 2024 and 2025, respectively; our adjusted net loss +(non-IFRS measure) was RMB20.9 million, RMB10.6 million and RMB2.9 million in the respective +years. +BASIS OF PREPARATION AND PRESENTATION +For ordinary shares issued to Pre-IPO Investors, pursuant to the supplemental agreements entered +into between us and the Pre-IPO Investors in relation to the termination of certain of special rights +granted by us, including redemption rights, liquidation preferences and anti-dilution rights, which are +void ab initio as described in Note 30 to the Accountants’ Report included in Appendix I of this +prospectus, having taken into account the legal and regulatory framework of our jurisdiction and the +governing law of the supplementary agreements, the directors considered that it is appropriate to +present the Pre-IPO Investments as equity throughout the Relevant Periods. +The historical financial information has been prepared in accordance with all applicable +International Financial Reporting Standards (“ IFRS”). +The areas involving a higher degree of judgement or complexity, or areas where assumptions and +estimates are significant to the historical financial information, are disclosed in Note 3 to the +Accountants’ Report in Appendix I to this prospectus. +MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS +Our business, results of operations and financial condition have been, and are expected to +continue to be, materially affected by the following company-specific factors. +FINANCIAL INFORMATION +– 214 – + + +--- page 223 --- +Development of the Global and China’s Intelligent Robot Industry +We operate in the rapidly growing intelligent robot industry. Our business, financial performance, +and future growth are affected by the development of this industry, including the general factors +affecting the global and China’s intelligent robot market, macroeconomic conditions, regulatory +environment, as well as the market acceptance, adoption and demand of intelligent robot products, +robotic controllers and related services. +In particular, the rise of AI has enabled robots to acquire cross-domain learning and reasoning +capabilities. By integrating deep learning, reinforcement learning, natural language processing and +computer vision, AI significantly enhances robots’ autonomy, learning capacity, and decision-making +abilities, allowing them to operate flexibly and multifunctionally across various tasks and environments. +This has incentivized the adoption of robots in a wider range of application scenarios and use cases. +The continued development of companies within the industrial chain is generating new industry +demands and laying a solid foundation for the sector’s sustainable growth. +Our Technological Innovation and Product Development Capabilities +Our robots and robotic controllers are subject to diversified use cases and rapidly evolving +customer demands, and the global and China’s intelligent robot industry is characterized by constant +product innovation and technology advancement. To maintain our competitiveness in the global and +China’s intelligent robot industry and achieve sustainable growth, we must continuously enhance our +products to keep pace with these changes and implement new technologies into our products in a timely +and effective manner to meet the ever-changing needs of our customers. +We have been committed to in-house R&D of advanced robotics technologies since our inception +and have established a forward-looking technological layout in the industry. Technological leadership +requires sustained substantial investment in R&D, which may affect our short-term profitability, but is +vital to maintaining our long-term market competitiveness. +Our investments in R&D of new technologies have driven the continuous launch of new products, +addressing customer pain points in new scenarios and various industry sectors, thereby promoting our +revenue growth. We have a proven track record of developing robotics technologies into commercially +viable robot products and solutions, as demonstrated by our comprehensive product matrix catering to a +wide array of use cases. +Leveraging our expertise and know-how across various robot products and one-stop solutions for +robotics development, we have successfully expanded and will continue to expand our product +offerings. We plan to continue to increase investment in R&D to explore AI technologies, improve the +infrastructure and end-to-end toolchain for the intelligent robotics industry, and strengthen the +commercialization of our core technologies, positioning these as key drivers of our future core +competitiveness. +Our Ability to Attract Industry Participants to Build a Vibrant Ecosystem +The intelligent robot industry is increasingly shaped by collaborative development across multiple +stakeholders. We are working to connect R&D, manufacturing, and application stages of intelligent +robots, which can lower the entry barriers for enterprises and drive overall industry growth. Leveraging +our self-developed robotic control system, we equip stakeholders across our ecosystem with advanced +tools applicable to various sectors. +Attracting, engaging and retaining industry participants have been our key focuses since our +inception and our platform connects a wide range of stakeholders across the robotics ecosystem. We +enable downstream stakeholders to deploy a wide range of intelligent robots by integrating various +functions, such as component selection, adaptation and co-development, which not only enriches our +portfolio of available products but also strengthens our supplier ecosystem, thereby making robots more +accessible for enterprises, scaling our sales volume, speeding up delivery and creating a virtuous cycle. +FINANCIAL INFORMATION +– 215 – + + +--- page 224 --- +Effective Sales and Marketing to Grow Customer Base Globally +We have made proactive efforts in product commercialization and global market expansion, which +has contributed significantly to the expansion of our market reach and customer base, and, as a result, +the growth of our sales volume and revenue. +Our customers cover two main customer segments: (i) integrators, who integrate our products into +broader automation solutions by assembling components, software and custom engineering to serve the +application scenarios of their clients, and (ii) end customers, mainly including corporate customers +across a range of industries such as 3C, automotive, automation equipment, new energy, +semiconductors, construction machinery and biopharmaceuticals. Our ability to strengthen our customer +base, expand market reach, generate sales, and achieve business growth in the future will continue to +rely on the efficiency and breadth of our sales network. +In order to achieve continuous revenue growth, we have committed, and expect to continue to +commit, significant resources to our sales and marketing initiatives to deepen our market penetration +and enhance brand recognition, especially in the overseas markets, including the development of our +global sales team and brand marketing efforts such as attending global industry exhibitions and +technology forums. As we continue to scale up our business operations, we expect to achieve greater +cost efficiency with our sales and marketing initiatives. +During the Track Record Period, our overseas business developed rapidly. We have built up a +broad and geographically diversified customer base in China and globally, spreading across over 35 +countries and regions. In addition, due to differences in market conditions, pricing strategies, and other +factors across regions, our gross margin in overseas markets has generally been higher during the Track +Record Period. As such, changes in the domestic and overseas revenue mix may impact our overall +gross margin. Going forward, we intend to further expand our overseas business to enhance our +profitability. +Changes in Our Product Mix +During the Track Record Period, we primarily generated revenue from the sales of robots and +robotic controllers, and, to a lesser extent, from the sales of software and accessories. The gross profit +margins of different products tend to vary, and the gross profit margins of our products could change +with technology, product and manufacturing upgrades, and pricing factors. As a result, our revenue mix +has an impact on our overall gross profit margin. We may experience further fluctuations in the sales +contribution of each product category, and the gross margin of different product lines may continue to +vary, which may have an impact on our results of operations. +Cost Management and Operational Efficiency +Our ability to achieve profitability and sustainable growth depends in part on our management of +cost of sales. We have adopted an asset-light approach by outsourcing manufacturing, allowing us to +improve efficiency and focus on our core business. Leveraging our market position and platform +advantages, we have established a robust supply chain ecosystem and a sophisticated procurement +mechanism. +Changes in any major components of our cost of sales and our overall cost structure could have an +impact on our gross profit and gross margin. Specifically, the procurement costs for robot components +may fluctuate due to a number of factors beyond our control, such as supply chain disruptions and +inflation, and we are susceptible to significant changes in the availability, price and standard of robot +components. We have implemented risk management measures against such potential disruptions to our +supply chain. In addition, our cost of sales and gross margin may, from time to time, be affected by the +fluctuations in the value of obsolete or slow-moving inventories. +Our results of operations and profitability are also significantly affected by our operating +expenses, which primarily comprised selling and distribution expenses, administrative expenses and +research and development expenses during the Track Record Period. We expect our selling and +FINANCIAL INFORMATION +– 216 – + + +--- page 225 --- +distribution expenses and research and development expenses may continue to increase and account for +a significant portion of our total operating expenses. We expect that our administrative expenses will +remain relatively stable in relation to revenue. +Seasonality +Seasonality impacts our financial performance, driven by our customers’ purchasing practices and +the seasonality of the industries where they operate. Sales of robots constitute the largest component of +our revenue. Many of our customers purchasing our robots formulate their annual procurement plans in +the first quarter of each year, and enter into purchase contracts with us in the second and/or third +quarters of the year. It typically takes us one to two months to ship the robots to customers after the +contracts are signed and we can recognize the revenue for the shipped products within two months on +average. Therefore, a substantial portion of our sales of robots is recognized as our revenue in the +second half of each year. According to CIC, such seasonality is common across the industrial robotics +industry and is primarily attributable to the procurement and budget cycles of downstream industrial +customers and integration lead times commonly observed in industrial automation procurement +behavior. The degree of seasonality may vary from year to year due to conditions in the industry and +other factors, which makes it difficult for us to predict the level of demand with precision. If seasonal +demand exceeds our expectation, we may not have sufficient stock or arrange for timely delivery. If +seasonal demand is lower than our expectation, we could be left with excess inventory, higher working +capital and liquidity requirements, as well as the risk of impairment losses on our inventory. +In addition to the above, our results of operations and financial position have been and are +expected to be affected by a number of general factors, including global and China’s macroeconomic +conditions and legal, regulatory, and government policy support. +CRITICAL ACCOUNTING POLICIES AND ESTIMATES +We have identified certain accounting policies that are significant to the preparation of our +financial statements. In the application of our accounting policies, our management is required to make +judgments, estimates and assumptions that affect the application of accounting policies and reported +amounts of assets, liabilities, income and expenses. +We set forth below accounting policies that we believe involve the most significant estimates, +assumptions and judgements used in the preparation of our financial statements. See Notes 2.3 and 3 to +the Accountants’ Report in Appendix I to this prospectus for details. +Revenue Recognition +Revenue from contracts with customers is recognized when control of goods or services is +transferred to the customers at an amount that reflects the consideration to which we expect to be +entitled in exchange for those goods or services. +During the Track Record Period, we generated revenue primarily from sales of our products, +including robots, robotic controllers, software, and accessories. Revenues from the sale of robots and +the sale of robotic controllers are recognized at the point in time when control of the asset is transferred +to the customer, generally on delivery of the products or accepted by customers. Revenue from sale of +software is recognized at a point in time when the software is provided and accepted by the customer. +Revenue from the sale of accessories is recognized at the point in time when control of the asset is +transferred to the customer, generally on delivery of the products. Pursuant to certain contracts with +customers, we provide installation and commissioning services that are bundled together with the sale +of products to the customers. The installation and commissioning services significantly modify or +customize the goods; therefore, the products and the services are highly interrelated and instead +combined as one single performance obligation which is satisfied at a point in time. +FINANCIAL INFORMATION +– 217 – + + +--- page 226 --- +Inventories +Inventories are stated at the lower of cost and net realizable value. Cost is determined on the +weighted average basis and, in the case of work in progress and finished goods, comprises direct +materials, direct labour and an appropriate proportion of overheads. Net realizable value is based on +estimated selling prices less any estimated costs to be incurred upon completion and disposal. +For samples and defective products, we estimate the allowance for inventory obsolescence by +applying a historical loss ratio based on the aging of inventory and past experience of inventory +deterioration rates. This methodology reflects reasonable and supportable assumptions about historical +trends, current conditions, and forward-looking expectations. +Share-Based Payments +The cost of equity-settled transactions with employees is measured by reference to the fair value +of share awards on the date when they are granted. The fair value of share awards is determined by an +external valuer using a market model or the price of the recent transaction. See Note 31 to the +Accountants’ Report in Appendix I to this prospectus for details. +The cost of equity-settled transactions is recognized in employee benefit expense, together with a +corresponding increase in equity, over the period in which the performance and/or service conditions +are fulfilled. The cumulative expense recognized for equity-settled transactions at the end of each year +during the Track Record Period until the vesting date reflects the extent to which the vesting period has +expired and our best estimate of the number of equity instruments that will ultimately vest. The charge +or credit to profit or loss for a period represents the movement in the cumulative expense recognized as +at the beginning and end of that period. +Property, Plant and Equipment +Property, plant and equipment, other than construction in progress, are stated at cost less +accumulated depreciation and any impairment losses. The cost of an item of property, plant and +equipment comprises its purchase price and any directly attributable costs of bringing the asset to its +working condition and location for its intended use. +Depreciation is calculated on the straight-line basis to write off the cost of each item of property, +plant and equipment to its residual value over its estimated useful life. +Classification as equity and financial liabilities +Debt and equity instruments are classified as either financial liabilities or as equity in accordance +with the substance of the contractual arrangements and the definitions of financial liability and equity +instrument. A financial liability is any liability that is (a) a contractual obligation (i) to deliver cash or +another financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with +another entity under conditions that are potentially unfavourable to the entity; or (b) a contract that will +or may be settled in the entity’s own equity instruments and is: (i) a non-derivative for which the entity +is or may be obliged to deliver a variable number of the entity’s own equity instruments; or (ii) a +derivative that will or may be settled other than by the exchange of a fixed amount of cash or another +financial asset for a fixed number of the entity’s own equity instruments. An equity instrument is any +contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. +FINANCIAL INFORMATION +– 218 – + + +--- page 227 --- +RESULTS OF OPERATIONS +The following table sets forth a summary of our consolidated statements of profit or loss for the +years indicated. +For the Y ear Ended December 31, +2023 2024 2025 +Amount % of Revenue Amount % of Revenue Amount % of Revenue +(RMB in thousands, except for percentages) +Revenue ................... 249,023 100.0 339,323 100.0 441,877 100.0 +Cost of sales ................. (126,597) (50.8) (183,638) (54.1) (232,582) (52.6) +Gross profit ................. 122,426 49.2 155,685 45.9 209,295 47.4 +Other income and gains ............ 5,784 2.3 10,576 3.1 11,629 2.6 +Selling and distribution expenses ......... (72,279) (29.0) (88,985) (26.2) (105,667) (23.9) +Administrative expenses ............ (36,783) (14.8) (42,929) (12.7) (67,654) (15.3) +Research and development expenses ....... (63,749) (25.6) (71,311) (21.0) (79,168) (17.9) +Impairment losses on financial assets, net ..... (622) (0.2) (1,932) (0.6) (10,576) (2.4) +Other expenses ................ (200) (0.1) (98) (0.0) (1,540) (0.3) +Finance costs ................. (1,561) (0.6) (2,163) (0.6) (3,116) (0.7) +Loss before tax ............... (46,984) (18.9) (41,157) (12.1) (46,797) (10.6) +Income tax expense .............. (720) (0.3) (1,151) (0.3) (269) (0.1) +Loss for the year ............... (47,704) (19.2) (42,308) (12.5) (47,066) (10.7) +See Note 30 to the Accountants’ Report in Appendix I to this prospectus for details on the +accounting treatment of redemption rights, anti-dilution rights and liquidation preference rights of +Pre-IPO Investments. +Non-IFRS Measures +We define adjusted net loss (non-IFRS measure) as loss for the year adjusted for equity-settled +share-based payment expenses and listing expenses. We define adjusted net loss margin (non-IFRS +measure) as adjusted net loss (non-IFRS measure) expressed as a percentage of our total revenue. +Equity-settled share-based payment expenses consist of non-cash expenses arising from granting share +options and restricted share units to employees. See Note 31 to the Accountants’ Report in Appendix I +to this prospectus for details. Listing expenses mainly include professional fees incurred in relation to +the Listing and the Global Offering. The following table sets forth a reconciliation of our loss for the +year to adjusted net loss (non-IFRS measure) and adjusted net loss margin (non-IFRS measure) for the +years indicated. +For the Y ear Ended December 31, +2023 2024 2025 +(RMB in thousands, except for percentages) +Loss for the year ....................... (47,704) (42,308) (47,066) +Adjusted for: +Equity-settled share-based payment expenses ........ 26,797 31,677 28,799 +Listing expenses ........................ — — 15,402 +Non-IFRS measures: +Adjusted net loss for the year ............... (20,907) (10,631) (2,865) +Adjusted net loss margin (%) ............... (8.4) (3.1) (0.6) +FINANCIAL INFORMATION +– 219 – + + +--- page 228 --- +We use adjusted net loss (non-IFRS measure) and adjusted net loss margin (non-IFRS measure) as +additional financial measures, which are not required by, or presented in accordance with IFRS, to +supplement our consolidated financial statements which are presented under IFRS. We believe that such +non-IFRS measures facilitate comparisons of operating performance from year to year and company to +company by eliminating potential impact of certain items and provide 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 the adjusted net loss (non-IFRS measure) and +adjusted net loss margin (non-IFRS measure) may not be comparable to similarly titled measures +presented by other companies. The use of such non-IFRS measures has limitations as analytical tools, +and you should not consider them in isolation from, or as a substitute for, analysis of our results of +operations or financial condition as reported under IFRS. +KEY COMPONENTS OF OUR CONSOLIDATED STATEMENTS OF PROFIT OR LOSS +Revenue +The following table sets forth a breakdown of our revenue by product type for the years indicated. +For the Y ear Ended December 31, +2023 2024 2025 +Amount % Amount % Amount % +(RMB in thousands, except for percentages) +Robots ................... 148,667 59.8 235,763 69.5 299,911 67.9 +Robotic controllers .............. 66,059 26.5 57,413 16.9 85,165 19.3 +Software .................. 16,530 6.6 20,297 6.0 23,414 5.3 +Accessories (1) ................ 17,767 7.1 25,850 7.6 33,387 7.5 +Total revenue ................ 249,023 100.0 339,323 100.0 441,877 100.0 +(1) Consists primarily of LiDARs, cameras and motors. +The following table sets forth a breakdown of our revenue by geographic market for the years +indicated. +For the Y ear Ended December 31, +2023 2024 2025 +Amount % Amount % Amount % +(RMB in thousands, except for percentages) +Chinese Mainland ............... 201,417 80.9 290,079 85.5 365,483 82.7 +Overseas +South Korea ................ 19,315 7.8 3,945 1.2 5,094 1.2 +The United States .............. 3,222 1.3 11,172 3.3 17,402 3.9 +Others (1) ................. 25,069 10.0 34,127 10.0 53,898 12.2 +Subtotal ................. 47,606 19.1 49,244 14.5 76,394 17.3 +Total revenue ................ 249,023 100.0 339,323 100.0 441,877 100.0 +Note: +(1) Mainly include Spain, Indonesia, India, Japan and Brazil. +Cost of Sales +Our cost of sales consists primarily of costs of raw materials, staff costs, and other costs. +FINANCIAL INFORMATION +– 220 – + + +--- page 229 --- +The following table sets forth a breakdown of our cost of sales by nature, in absolute amounts and +as percentages of total revenue, for the years indicated. +For the Y ear Ended December 31, +2023 2024 2025 +Amount % of revenue Amount % of revenue Amount % of revenue +(RMB in thousands, except for percentages) +Costs of raw materials: +Outer shell ................. 79,073 31.8 135,322 39.9 165,891 37.5 +Sensors .................. 22,957 9.2 24,993 7.4 38,163 8.6 +Control boards (1) .............. 7,993 3.2 8,505 2.5 13,217 3.0 +Other raw materials (2) ............ 7,476 3.0 9,088 2.7 10,494 2.4 +Subtotal ................. 117,499 47.2 177,908 52.4 227,765 51.5 +Staff costs .................. 6,844 2.7 3,963 1.2 2,924 0.7 +Others (3) .................. 2,254 0.9 1,767 0.5 1,893 0.4 +Total .................... 126,597 50.8 183,638 54.1 232,582 52.6 +(1) Consists primarily of chips, printed circuit boards and electronic components. +(2) Consists of batteries, actuation systems and other materials. +(3) Consists primarily of logistics service fees, warehouse maintenance costs and low-value consumables. +The table below sets out the breakdown of cost of sales for standard components and for +customized items under outsourcing manufacturing, in absolute amounts and as percentages of cost of +raw materials, for the years indicated. +For the Y ear Ended December 31, +2023 2024 2025 +Amount % of total Amount % of total Amount % of total +(RMB in thousands, except for percentages) +Costs of raw materials: +Standard components +(1) ............ 44,976 38.3 43,631 24.5 64,196 28.2 +Customized items under outsourcing +manufacturing (2) .............. 70,806 60.3 130,451 73.3 159,188 69.9 +Others (3) .................. 1,717 1.5 3,826 2.2 4,381 1.9 +Total .................... 117,499 100.0 177,908 100.0 227,765 100.0 +(1) Consists primarily of the costs for purchasing standard components used in robotic controllers and robots, such as LiDAR, +electronic components, batteries, wires, IT equipment and others, which we purchase directly from the manufacturers of +these materials. +(2) Consists primarily of the costs for purchasing semi-finished and finished robotic controllers and robots manufactured by +third-party manufacturers based on our requirements. The purchase prices we pay the third-party manufacturers for such +items are typically determined based on the combination of (i) the costs of components and packaging materials that they +purchase and use in manufacturing the items required by us (excluding components and/or materials supplied by us) and +(ii) the costs of their manufacturing services. +(3) Consists primarily of low-value consumables, such as labels and packing materials. +Costs of raw materials consist primarily of components and consumables used in assembly of +robots, including, among others, robot bodies, LiDARs, cameras and motors. We purchase all of the +components used in our products from suppliers in China. +The proportion of sensor costs to total revenue decreased from 2023 to 2024, primarily due to +increased supply in the market that drove down overall prices for sensors, as well as cost savings +achieved through our R&D initiatives. The decrease in the proportion of control board costs from 2023 +to 2024 was mainly attributable to our cost-control measures, including streamlining the architecture +and adopting more cost-effective components. +Staff costs represent salaries, bonuses, social security and welfare of our operational staff. Our +staff costs decreased during the Track Record Period, mainly due to a decrease in the number of +operation staff responsible for production as a result of our increased engagement of third-party +FINANCIAL INFORMATION +– 221 – + + +--- page 230 --- +manufacturing services. We record raw materials and finished goods provided to third-party +manufacturers as materials set for outsourced processing in the inventory. Products manufactured by +third-party manufacturers are recognized as finished goods upon passing quality inspections and +meeting acceptance standards. Outsourcing costs are determined on the weighted average basis when +transferred to the cost of sales. +Gross Profit and Gross Margin +The following table sets forth a breakdown of our gross profit and gross margin by product type +for the years indicated. +For the Y ear Ended December 31, +2023 2024 2025 +Gross profit Gross margin Gross profit Gross margin Gross profit Gross margin +(%) (%) (%) +(RMB in thousands, except for percentages) +Robots ................... 50,649 34.1 85,038 36.1 115,200 38.4 +Robotic controllers .............. 56,251 85.2 46,490 81.0 67,955 79.8 +Software .................. 14,195 85.9 17,827 87.8 20,906 89.3 +Accessories (1) ................ 1,331 7.5 6,330 24.5 5,234 15.7 +Total .................... 122,426 49.2 155,685 45.9 209,295 47.4 +(1) Consists primarily of LiDARs, cameras and motors. +Other Income and Gains +Other income and gains consist primarily of (i) government grants, consisting of subsidies in +connection with certain acknowledgments or qualifications we receive from certain local government +authorities, (ii) interest income on our deposits with banks, and (iii) other interest income from +financial assets at fair value through profit or loss, relating to the structured deposits that we purchase +for cash management purposes. The following table sets forth a breakdown of our other income and +gains for the years indicated. +For the Y ear Ended December 31, +2023 2024 2025 +Amount % of revenue Amount % of revenue Amount % of revenue +(RMB in thousands, except for percentages) +Government grants .............. 3,709 1.5 8,526 2.5 8,524 1.9 +Bank interest income ............. 1,474 0.6 941 0.3 1,249 0.3 +Others (1) .................. 601 0.2 1,109 0.3 1,856 0.4 +Total .................... 5,784 2.3 10,576 3.1 11,629 2.6 +(1) Consists of exchange gain, non-operating income and other interest income from financial assets at fair value through +profit or loss. +Selling and Distribution Expenses +Our selling and distribution expenses consist primarily of (i) staff costs consisting primarily of +salaries, bonuses, social security and welfare, and equity-settled share-based payments for our sales and +marketing personnel and after-sale service staff, (ii) business development expenses in relation to our +customer acquisition activities, and (iii) travel expenses of sales and marketing personnel. +FINANCIAL INFORMATION +– 222 – + + +--- page 231 --- +The following table sets forth a breakdown of our selling and distribution expenses in absolute +amount and as a percentage of our total revenue for the years indicated. +For the Y ear Ended December 31, +2023 2024 2025 +Amount % of revenue Amount % of revenue Amount % of revenue +(RMB in thousands, except for percentages) +Staff costs .................. 48,574 19.5 56,294 16.6 62,512 14.1 +Business development expenses ......... 12,801 5.1 16,999 5.0 21,160 4.8 +Travel expenses ................ 8,645 3.5 13,374 3.9 18,527 4.2 +Others (1) .................. 2,259 0.9 2,318 0.7 3,468 0.8 +Total .................... 72,279 29.0 88,985 26.2 105,667 23.9 +(1) Consists primarily of depreciation of right-of-use assets, general office expenses, and other miscellaneous items. +Administrative Expenses +Our administrative expenses consist primarily of (i) staff costs consisting primarily of salaries, +bonuses, social security and welfare, and equity-settled share-based payments for our administrative and +management personnel, (ii) rental, depreciation and amortization expenses for office premises and +equipment, (iii) consultancy and other professional service fees incurred for our operations and +financing activities, as well as the listing expenses in connection with the Global Offering, (iv) travel +expenses in connection with business development and management activities by our management +personnel, and (v) utilities and office expenses. +The following table sets forth a breakdown of our administrative expenses in absolute amount and +as a percentage of our total revenue for the years indicated. +For the Y ear Ended December 31, +2023 2024 2025 +Amount % of revenue Amount % of revenue Amount % of revenue +(RMB in thousands, except for percentages) +Staff costs ................. 17,713 7.1 24,145 7.1 28,052 6.3 +Rental, depreciation and amortization expenses .. 6,852 2.8 6,435 1.9 7,015 1.6 +Consultancy and other professional service fees ... 5,142 2.1 4,624 1.4 24,145 5.5 +Travel and business development expenses .... 3,666 1.5 3,687 1.1 4,694 1.1 +Utilities and office expenses .......... 1,033 0.4 1,730 0.5 2,097 0.5 +Others (1) .................. 2,377 0.9 2,308 0.7 1,651 0.3 +Total .................... 36,783 14.8 42,929 12.7 67,654 15.3 +(1) Consists primarily of telecommunication expenses, tax and surcharges, and other miscellaneous expenses. +Research and Development Expenses +Our research and development expenses consist primarily of (i) staff costs consisting primarily of +salaries, bonuses, social security and welfare, and equity-settled share-based payments for our research +and development personnel, and (ii) costs of raw materials and consumables used in product designs +during research and development process. +FINANCIAL INFORMATION +– 223 – + + +--- page 232 --- +The following table sets forth a breakdown of our research and development expenses by nature +for the years indicated. +For the Y ear Ended December 31, +2023 2024 2025 +Amount % of revenue Amount % of revenue Amount % of revenue +(RMB in thousands, except for percentages) +Staff costs .................. 55,058 22.1 67,492 19.9 73,969 16.7 +Costs of raw materials and consumables ...... 7,864 3.2 2,979 0.9 4,700 1.1 +Others (1) .................. 827 0.3 840 0.2 499 0.1 +Total .................... 63,749 25.6 71,311 21.0 79,168 17.9 +(1) Consists primarily of (i) certification, review, and evaluation fees, (ii) trial product inspection fees, and (iii) maintenance +costs for instruments and equipment. +Impairment Losses on Financial Assets, Net +Our impairment loss on financial assets, net, mainly represents the loss in the estimated amounts +owing from trade receivables that might be uncollectible. We recorded impairment loss on trade +receivables of RMB622 thousand, RMB1,932 thousand and RMB10,576 thousand in 2023, 2024 and +2025, respectively. +Other Expenses +Our other expenses consist primarily of loss from disposal of plant, property and equipment and +foreign exchange differences. We recorded other expenses of RMB200 thousand, RMB98 thousand and +RMB1,540 thousand in 2023, 2024 and 2025, respectively. +Finance Costs +Our finance costs consist primarily of interest expenses on bank borrowings and interest expenses +on lease liabilities. We recorded finance costs of RMB1.6 million, RMB2.2 million and RMB3.1 million +in 2023, 2024 and 2025, respectively. +Loss before Tax +Though our revenue increased significantly during the Track Record Period, we recorded loss +before tax of RMB47.0 million, RMB41.2 million and RMB46.8 million in 2023, 2024 and 2025, +respectively. +Income Tax Expense +We recorded income tax expense of RMB720 thousand, RMB1,151 thousand and RMB269 +thousand in 2023, 2024 and 2025, respectively, primarily due to the profit generated by one of our +subsidiaries, Shanghai Seer Soft during these periods. +The provision for corporate income tax in China is based on the statutory rate of 25% of the +taxable profits determined in accordance with the EIT Law. Our Company and Shanghai Seer Soft are +qualified as a High-Tech Enterprise and were entitled to a preferential income tax rate of 15% during +the Track Record Period. From January 1, 2023 to the end of 2027, the annual taxable income of a +small low-profit enterprise with profit not more than RMB3 million will be recognized based on a tax +rate of 25% of income and be subject to the enterprise income tax of 20%, lowering their effective tax +rate to 5%. +Our subsidiary in Hong Kong is subject to income tax at a statutory rate of 16.5% on its +respective taxable income, and our subsidiary in Germany is subject to income tax at a statutory rate of +15% on its respective taxable income. +FINANCIAL INFORMATION +– 224 – + + +--- page 233 --- +See Note 11 to the Accountants’ Report in Appendix I to this prospectus for details on income tax. +YEAR-TO-YEAR COMPARISON OF RESULTS OF OPERATIONS +Y ear Ended December 31, 2025 Compared to Y ear Ended December 31, 2024 +Revenue +Our revenue increased by 30.2% from RMB339.3 million in 2024 to RMB441.9 million in 2025, +primarily attributable to an overall growth of our business. + Robots. Our revenue generated from sales of robots increased by 27.2% from RMB235.8 +million in 2024 to RMB299.9 million in 2025, primarily because the sales volume of our +robots rose from 2,576 units in 2024 to 3,168 units in 2025 due to an increase in robots +purchased by our existing customers and the increased number of new customers who started +to purchase our robots in 2025. This reflects our strengthened brand name in the intelligent +robot industry, as well as a stable and growing customer base. + Robotic controllers. Our revenue generated from sales of robotic controllers increased by +48.3% from RMB57.4 million in 2024 to RMB85.2 million in 2025, primarily because the +sales volume of our robotic controllers increased from 4,055 units in 2024 to 7,924 units in +2025, which was primarily driven by increased recurring purchases by existing customers. +This growth reflects a trend where our major customers continue to make repeat purchases, +highlighting our major customers’ satisfaction with our robotic controllers. + Software. Our revenue generated from sales of software increased by 15.4% from RMB20.3 +million in 2024 to RMB23.4 million in 2025, primarily due to increased customer demand +for our unified robot control, coordination and management software, in line with the +increased sales volume of our robots. + Accessories. Our revenue generated from sales of accessories increased by 29.2% from +RMB25.9 million in 2024 to RMB33.4 million in 2025, primarily driven by customers’ +increased purchases of accessories for backup and replacement purposes in line with the +increased sales of our robots and robotic controllers. +Cost of Sales +Our cost of sales increased by 26.7% from RMB183.6 million in 2024 to RMB232.6 million in +2025, primarily due to increased procurement of various raw materials, in line with the growth in our +sales volumes of robots, robotic controllers and accessories. The increase in cost of sales was partially +offset by a decrease in staff costs, primarily attributable to a decreased number of production personnel, +as we increasingly engaged third-party manufacturing services. +Gross Profit and Gross Margin +As a result of the foregoing, our gross profit increased by 34.4% from RMB155.7 million in 2024 +to RMB209.3 million in 2025. Our overall gross margin increased from 45.9% in 2024 to 47.4% in +2025, primarily due to increases in the respective gross margin of robots and software. The gross +margin of robots increased from 36.1% in 2024 to 38.4% in 2025, and the gross margin of software +increased from 87.8% in 2024 to 89.3% in 2025. These increases were primarily due to our continuous +cost reduction efforts, including reducing unit costs through bulk purchases as our procurement volume +increased, and improving our technologies and product compatibility to enable domestic substitution of +imported components, such as LiDAR, which helped lower procurement costs. The gross profit margin +of our robotic controllers remained relatively stable at 81.0% in 2024 and 79.8% in 2025. The gross +profit margin of our accessories decreased from 24.5% in 2024 to 15.7% in 2025, primarily due to the +industry-wide decrease in gross profit margin of sensors, which contributed the largest share of +accessories revenue. Such decrease in gross profit margin of sensors was mainly attributable to +FINANCIAL INFORMATION +– 225 – + + +--- page 234 --- +intensified market competition, which led to a decline in sensor prices. According to CIC, the decrease +in the gross profit margin of accessories during the Track Record Period was generally in line with the +industry trend. +Other Income and Gains +Our other income and gains increased by 10.0% from RMB10.6 million in 2024 to RMB11.6 +million in 2025, primarily due to an increase in other interest income from financial assets at fair value +through profit or loss. +Selling and Distribution Expenses +Our selling and distribution expenses increased by 18.7% from RMB89.0 million in 2024 to +RMB105.7 million in 2025, primarily due to an increase in staff costs, primarily due to the expansion +of our sales team driven by our business growth. In addition, our business development expenses and +travel expenses increased, driven by increased investments in our sales efforts. +Administrative Expenses +Our administrative expenses increased by 57.6% from RMB42.9 million in 2024 to RMB67.7 +million in 2025, primarily due to the recognition of listing expenses of RMB15.4 million in 2025 in +connection with the Global Offering. +Research and Development Expenses +Our research and development expenses increased by 11.0% from RMB71.3 million in 2024 to +RMB79.2 million in 2025, primarily due to (i) an increase in staff costs as a result of our continuous +investments in recruiting and retention of R&D talents, and (ii) an increase in costs of raw materials +and consumables in connection with our R&D activities. The increase in our research and development +expenses was partially offset by a decrease in other expenses, reflecting our enhanced operational +efficiency. +Impairment Losses on Financial Assets, Net +Impairment losses on financial assets, net, increased from RMB1.9 million in 2024 to RMB10.6 +million in 2025, primarily due to (i) increased provisions for uncollected trade receivables as their +aging became longer, and (ii) the provision made in line with the growth of our trade receivables. +Other Expenses +Other expenses increased from RMB98 thousand in 2024 to RMB1,540 thousand in 2025, +primarily due to the impact of fluctuations in exchange gains and losses. +Finance Costs +Our finance costs increased by 44.1% from RMB2.2 million in 2024 to RMB3.1 million in 2025, +primarily due to an increase in our interest expenses on bank borrowings from RMB1.5 million in 2024 +to RMB2.3 million in 2025. +Loss before Tax +As a result of the foregoing, our loss before tax increased by 13.7% from RMB41.2 million in +2024 to RMB46.8 million in 2025. +Income Tax Expense +We had an income tax expense of RMB1,151 thousand in 2024 and RMB269 thousand in 2025, +because Shanghai Seer Soft recorded profit. +FINANCIAL INFORMATION +– 226 – + + +--- page 235 --- +Loss for the Y ear +As a result of the foregoing, our net loss increased by 11.2% to RMB47.1 million in 2025 from +RMB42.3 million in 2024. +Y ear Ended December 31, 2024 Compared to Y ear Ended December 31, 2023 +Revenue +Our revenue increased by 36.3% from RMB249.0 million in 2023 to RMB339.3 million in 2024, +primarily attributable to an increase in our revenue generated from sales of robots, software, as well as +accessories, partially offset by a decrease in our revenue generated from sales of robotic controllers. + Robots. Our revenue generated from sales of robots increased by 58.6% from RMB148.7 +million in 2023 to RMB235.8 million in 2024, primarily because the sales volume of our +robots rose from 1,229 units in 2023 to 2,576 units in 2024, due to (i) our increased research +and development efforts that contributed to the improvements in the performance, +adaptability and efficiency of our robots, increasing popularity of our robots, in particular +lifting robots and intelligent forklifts, and (ii) an increase in the number of customers. + Robotic controllers . Our revenue generated from sales of robotic controllers decreased by +13.1% from RMB66.1 million in 2023 to RMB57.4 million in 2024, primarily due to +customer preferences in Chinese Mainland, where enterprises increasingly prioritize +cost-effectiveness when selecting robotic controllers. While the total number of robotic +controllers we sold increased from 2,553 units in 2023 to 4,055 units in 2024, the sales mix +shifted toward budget-friendly controller models such as the SRC-880 Series. Although these +models offer fewer features, their lower prices appealed to cost-sensitive customers, +resulting in higher sales volume but a decline in overall revenue. + Software . Our revenue generated from sales of software increased by 22.8% from RMB16.5 +million in 2023 to RMB20.3 million in 2024, primarily because of increased customers’ +demand for our self-developed software enabling unified robot control, coordination and +management, including M4 smart scheduling and management system, Meta series +visualization software and RDS. + Accessories. Our revenue generated from sales of accessories increased by 45.5% from +RMB17.8 million in 2023 to RMB25.9 million in 2024, primarily driven by increased robot +sales as customers tend to purchase accessories for backup and replacement purposes. +Cost of Sales +Our cost of sales increased by 45.1% from RMB126.6 million in 2023 to RMB183.6 million in +2024, primarily due to the increases in the sales volume of robots, robotic controllers and accessories, +which resulted in an increase in costs of raw materials. The increase in cost of sales was partially offset +by a decrease in staff costs, primarily attributable to a decreased number of production personnel, as we +increasingly engaged third-party manufacturing services. +Gross Profit and Gross Margin +As a result of the foregoing, our gross profit increased by 27.2% from RMB122.4 million in 2023 +to RMB155.7 million in 2024. However, our overall gross margin slightly decreased from 49.2% in +2023 to 45.9% in 2024, primarily because the proportion of robot sales increased while the proportion +of robotic controllers decreased. Since the gross margin of robots is lower than that of controllers, this +led to a decrease in our overall gross margin. +The gross profit margin of our robots increased from 34.1% in 2023 to 36.1% in 2024, primarily +due to the improvement in gross profit margin of our lifting robots, as a result of lower unit costs +achieved through bulk purchases as our procurement volume increased. The gross profit margin of our +FINANCIAL INFORMATION +– 227 – + + +--- page 236 --- +robotic controllers decreased from 85.2% in 2023 to 81.0% in 2024, mainly attributable to the increased +sales contribution of our entry-level SRC-880 series controllers, which have a relatively lower margin. +The gross profit margin of our software increased from 85.9% in 2023 to 87.8% in 2024, primarily due +to the steady increase in average unit price of our software, driven by (i) continuous product iteration +and functional enhancement, and (ii) growing customer stickiness, which enhanced user reliance on our +systems and increased willingness to pay. The gross profit margin of our accessories increased from +7.5% in 2023 to 24.5% in 2024, mainly attributable to the improvement in gross profit margin of +sensors, due to reduced procurement costs raising from bulk purchases. +Other Income and Gains +Our other income and gains increased by 82.8% from RMB5.8 million in 2023 to RMB10.6 +million in 2024, primarily attributable to an increase in government grants from RMB3.7 million in +2023 to RMB8.5 million in 2024, primarily reflecting (i) tax refund for our software products, and (ii) +the increased number of government subsidy projects that we are eligible for. +Selling and Distribution Expenses +Our selling and distribution expenses increased by 23.1% from RMB72.3 million in 2023 to +RMB89.0 million in 2024, primarily due to (i) an increase in staff costs, driven by both the expansion +of our sales team and larger performance-based bonuses as a reward for their enhanced sales +achievements in 2024, (ii) an increase in travel expenses attributable to our augmented marketing and +promotional endeavors, and (iii) an increase in business development expenses associated with our +brand marketing efforts such as attending industry exhibitions and technology forums. +Administrative Expenses +Our administrative expenses increased by 16.7% from RMB36.8 million in 2023 to RMB42.9 +million in 2024, primarily due to an increase in staff costs for our administrative and management +personnel as a result of the growing headcount. +Research and Development Expenses +Our research and development expenses increased by 11.9% from RMB63.7 million in 2023 to +RMB71.3 million in 2024, primarily due to an increase in staff costs as a result of the increased +compensation for our research and development team to retain and incentivize R&D talents. +Impairment Losses on Financial Assets, Net +Impairment losses on financial assets, net, increased from RMB622 thousand in 2023 to +RMB1,932 thousand in 2024, primarily due to expected credit loss in line with the growth of our trade +receivables. +Other Expenses +Other expenses decreased 51.0% from RMB200 thousand in 2023 to RMB98 thousand in 2024, +primarily due to a decrease in loss from disposal of plant, property and equipment. +Finance Costs +Our finance costs increased by 38.6% from RMB1.6 million in 2023 to RMB2.2 million in 2024, +primarily due to an increase in our interest expenses on bank borrowings from RMB0.7 million in 2023 +to RMB1.5 million in 2024 as a result of increased amount of our bank loans to support the cash needs +arising from our business operations. +FINANCIAL INFORMATION +– 228 – + + +--- page 237 --- +Loss before Tax +As a result of the foregoing, our loss before tax decreased by 12.4% from RMB47.0 million in +2023 to RMB41.2 million in 2024, reflecting our effective cost control while achieving a rapid growth +in overall business scale. +Income Tax Expense +Our income tax expense increased from RMB720 thousand in 2023 to RMB1,151 thousand in +2024, primarily attributable to the increased profit generated by Shanghai Seer Soft. +Loss for the Y ear +As a result of the foregoing, our net loss slightly decreased to RMB42.3 million in 2024 from +RMB47.7 million in 2023. After the adjustments for share-based compensation expenses, our adjusted +net loss (non-IFRS measure) in 2024 was RMB10.6 million, a 49.2% decrease from RMB20.9 million +in 2023. +DISCUSSION OF CERTAIN KEY ITEMS ON CONSOLIDATED STATEMENTS OF FINANCIAL +POSITION +The following table sets forth our consolidated balance sheets as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +ASSETS +Non-current assets +Property, plant and equipment ................ 5,706 4,518 5,668 +Right-of-use assets ....................... 15,603 19,809 27,885 +Other intangible assets ..................... 1,271 1,095 1,869 +Other long-term receivables .................. 1,560 1,312 1,224 +Equity investments designated at fair value through other +comprehensive income ................... — — 250 +Other non-current assets .................... 635 1,494 1,871 +Total non-current assets ................... 24,775 28,228 38,767 +Current assets +Inventories ........................... 85,285 94,898 107,123 +Trade and notes receivables ................. 53,741 108,973 169,569 +Debt instruments at fair value through other +comprehensive income ................... 7,907 4,353 3,494 +Prepayments, other receivables and other assets ...... 10,534 11,257 17,589 +Financial assets at fair value through profit or loss .... — 2,083 18,012 +Restricted bank deposits .................... 161 408 1,007 +Cash and cash equivalents .................. 99,681 92,859 153,940 +Total current assets ...................... 257,309 314,831 470,734 +Total assets .......................... 282,084 343,059 509,501 +FINANCIAL INFORMATION +– 229 – + + +--- page 238 --- +As of December 31, +2023 2024 2025 +(RMB in thousands) +LIABILITIES +Current liabilities +Trade and bills payables ................... 42,816 74,910 130,076 +Other payables and accruals ................. 35,503 41,342 50,872 +Contract liabilities ....................... 45,226 46,147 37,051 +Interest-bearing bank borrowings .............. 34,013 52,479 103,747 +Provision ............................ 624 860 1,116 +Tax payable .......................... 594 237 80 +Lease liabilities ........................ 2,609 4,891 6,100 +Total current liabilities .................... 161,385 220,866 329,042 +Net current assets ....................... 95,924 93,965 141,692 +Non-current liabilities +Interest-bearing bank borrowings ............... — 9,000 9,000 +Lease liabilities ......................... 12,553 15,437 22,471 +Total non-current liabilities ................. 12,553 24,437 31,471 +Total liabilities ......................... 173,938 245,303 360,513 +Net assets ............................ 108,146 97,756 148,988 +On the accounting treatment of redemption rights, anti-dilution rights and liquidation preference +rights of Pre-IPO Investments, see Note 30 to the Accountants’ Report for details. +Assets +Inventories +Our inventories mainly represent raw materials, work in progress, goods in transit and finished +goods. The following table sets forth our inventories as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Raw materials .......................... 21,929 21,529 39,120 +Work in progress ........................ 2,207 4,511 5,179 +Goods in transit ......................... 35,292 38,447 32,045 +Finished goods ......................... 25,857 30,411 30,779 +Total ............................... 85,285 94,898 107,123 +Our inventories increased by 12.9% from RMB94.9 million as of December 31, 2024 to +RMB107.1 million as of December 31, 2025, primarily due to the increases in raw materials and work +in progress, aligning with our continually increased product sales volume. Our inventories increased by +11.3% from RMB85.3 million as of December 31, 2023 to RMB94.9 million as of December 31, 2024, +primarily due to the increases in finished goods, goods in transit and work in progress, aligning with +our continually increased product sales volume. +The following table sets forth our inventories turnover days for the years indicated. +For the Y ear Ended December 31, +2023 2024 2025 +Inventories turnover days (1) ...................... 263 186 167 +Note: +(1) Average turnover days of inventories is equal to the average of the beginning and ending inventory balances of a year +divided by cost of sales for that year and multiplied by the number of days in that year. +FINANCIAL INFORMATION +– 230 – + + +--- page 239 --- +As of December 31, 2023, 2024 and 2025, the net amount of finished goods was RMB25.9 +million, RMB30.4 million and RMB30.8 million, respectively, while the net amount of goods in transit +was RMB35.3 million, RMB38.4 million and RMB32.0 million, respectively. The relatively high level +of goods in transit reflects the deployment of our robot products, which typically involve multiple +phases, including delivery, on-site installation, system integration, and formal customer acceptance. +Before all of these processes are completed, delivered robots continue to be carried as inventory on our +balance sheet, resulting in relatively longer inventories turnover days. We believe maintaining +appropriate levels of inventories dynamically helps us fully address our customers’ demand and achieve +customer satisfaction without adversely affecting our liquidity. We maintain a strategic level of finished +goods to support timely customer delivery. As our production planning capabilities and on-site +fulfillment efficiency have continued to improve, our inventories turnover days decreased from 263 +days in 2023 to 186 days in 2024, and further decreased to 167 days in 2025. According to CIC, the +level of turnover days of our inventories during the Track Record Period was in line with the industry +norm. We have also taken measures to enhance inventory management efficiency, such as regular +monitoring of inventory age, clearing of aged inventory, and enhanced efforts made by regional sales +teams to accelerate product delivery and acceptance. +The following table sets forth an aging analysis of our inventories as of the dates indicated. The +inventories aging within one year were RMB76.3 million, RMB87.6 million and RMB87.7 million as of +December 31, 2023, 2024 and 2025, respectively, representing 89.4%, 92.3% and 81.9% of the total +inventories, respectively. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Within 3 months ........................ 50,180 51,185 56,694 +3 to 6 months .......................... 11,733 16,323 18,418 +6 to 12 months ......................... 14,360 20,046 12,614 +Over 1 year ........................... 9,012 7,344 19,397 +Total ............................... 85,285 94,898 107,123 +As of April 30, 2026, RMB63.3 million, or 55.9% of our inventories outstanding as of December +31, 2025, had been subsequently settled. +The inventories aged over one year represented 10.6%, 7.7% and 18.1% of our total inventories as +of December 31, 2023, 2024 and 2025, respectively. Inventories aged over one year increased from +RMB7.3 million as of December 31, 2024 to RMB19.4 million as of December 31, 2025, primarily due +to (i) an increase in finished goods aged over one year consisting mainly of robots for trial use and +components for after-sales maintenance use, and (ii) an increase in goods in transit aged over one year +consisting mainly of robots under the contracts that require on-site deployment, with customer +inspection and acceptance only after deployment is completed. As deployment of robots often depends +on the physical conditions at the customer’s facilities, the inspection and acceptance process was +delayed for some robots after the shipment, resulting in extended inventory aging. We believe the risk +of significant impairment on inventories is low because, according to CIC, the key technology iteration +cycle in the intelligent robot industry is relatively long. The technical parameters of the current +inventory still meet market demand standards, and there are no signs of impairment due to the rapid +obsolescence of technology. We believe there is no impairment issue for inventories and sufficient +provision has been made. +FINANCIAL INFORMATION +– 231 – + + +--- page 240 --- +Trade and Notes Receivables +We had trade and notes receivables of RMB53.7 million, RMB109.0 million and RMB169.6 +million as of December 31, 2023, 2024 and 2025, respectively. The following table sets forth the details +of our trade and notes receivables as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Trade receivables ....................... 49,455 101,772 168,140 +Notes receivables ........................ 5,571 10,418 15,222 +Less: impairment ........................ (1,285) (3,217) (13,793) +Total ............................... 53,741 108,973 169,569 +The following table sets forth an aging analysis of our trade and notes receivables based on +invoice date and net of loss allowance as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Within six months ....................... 45,838 92,120 135,698 +Six to twelve months ..................... 3,186 13,030 22,011 +One to two years ........................ 4,717 1,635 11,860 +Over two years ......................... — 2,188 — +Total trade and notes receivables (net of loss +allowance) .......................... 53,741 108,973 169,569 +Fluctuations in Trade Receivables +The gross amount of our trade receivables increased from RMB49.5 million as of December 31, +2023 to RMB101.8 million as of December 31, 2024, and further to RMB168.1 million as of December +31, 2025, primarily due to our increased sales of robots. We typically request customers purchasing +robotic controllers to make prepayments prior to the shipment of our products, whereas customers +purchasing robots usually make installment payments. From 2023 to 2025, our revenue generated from +sales of robots increased by 58.6% from 2023 to 2024, and further increased by 27.2% in 2025, which +led to a higher ending balance of trade receivables as of December 31, 2024 and 2025. +Turnover Days of Trade Receivables +The following table sets forth our trade receivables turnover days for the years indicated. +For the Y ear Ended December 31, +2023 2024 2025 +Trade receivables turnover days (1) .............. 61 81 111 +(1) The trade receivables turnover days are calculated by dividing the arithmetic mean of the opening and ending balance of +our trade receivables in that year by revenue for the corresponding year and then multiplying by the number of days in that +year. +The credit period with our customers for sales on credit is generally 30 to 90 days. Our trade +receivables turnover days increased during the Track Record Period, primarily due to the rapid growth +in sales of robots. We typically allow customers who purchase our robots to pay in installments and +offer credit terms for their payments to be made after the products are shipped. According to CIC, the +robotic industry is rapidly expanding and participants in this industry therefore invest more in customer +acquisition than receivable collection efforts, leading to an increasing trend of trade receivables +turnover days in this industry. +FINANCIAL INFORMATION +– 232 – + + +--- page 241 --- +The installment payment arrangements under a robot purchase contract are typically structured as +follows: + Down payment . Customers are generally required to make a down payment within five to 30 +business days after the purchase contract comes into effect. The down payment ranges from +30% to 50% of the total contract price. + Payments upon shipment and/or acceptance of goods . Depending on the terms negotiated +with the customer, the second installment — between 30% and 50% of the contract price — +may be paid either prior to shipment of the goods or upon the customer’s acceptance. For +contracts that include installment payments at both shipment and acceptance stages, a third +installment payment, ranging between 20% and 50% of the contract price, is due within 10 +to 30 days after the completion of inspection and acceptance. + Quality guarantee . If a customer requires a quality guarantee 10% of the contract price will +be retained as a quality guarantee deposit. This amount is payable in full within 12 months +following the successful deployment and acceptance of the robots by customers. +When a customer purchases robots to be delivered in batches according to their scheduling needs, +they typically enter into a framework agreement with us and place individual orders for each batch. The +installment payment arrangements for such model are typically structured as follows: + Down payment . We require a down payment with a fixed amount, typically in hundreds of +thousands of Renminbi, within five to 30 business days after the framework contract comes +into effect. + Payment prior to shipment . The second installment, ranging from 50% to 100% of the +individual order price, must be paid no later than 10 business days prior to the scheduled +shipment date. + Payment upon shipment or acceptance : The third installment — ranging from 0% to 50% of +the order price — is required to be paid within 30 to 60 days after the shipment of the robots +or the customer acceptance of the goods. +Aging Analysis of Trade Receivables +The following table sets forth an aging analysis of our trade receivables based on invoice date +(without deducting the loss allowance) as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Within six months ....................... 40,728 82,595 122,934 +Six to 12 months ....................... 3,354 13,716 23,184 +One to two years ........................ 5,373 2,335 20,988 +Over two years ......................... — 3,126 1,034 +Total trade receivables ................... 49,455 101,772 168,140 +FINANCIAL INFORMATION +– 233 – + + +--- page 242 --- +The tables below set forth an aging analysis of our Group’s trade receivables (without deducting +the loss allowance) as of December 31, 2023, 2024 and 2025 by due date and type of customers and +their respective subsequent settlement amount as of April 30, 2026. +For trade receivables as of December 31, 2025 +Past due for +Current +One day to +six months +Six months +to one year +One year to +two years +Over two +years Total +(RMB in thousands) +Integrators +Balance as of December 31, 2025 ... 62,506 45,912 11,667 11,898 319 132,302 +Settlement amount as of April 30, +2026 .................. 20,212 18,672 4,979 6,180 93 50,136 +End customers +Balance as of December 31, 2025 ... 18,324 11,340 2,548 3,309 317 35,838 +Settlement amount as of April 30, +2026 .................. 4,507 4,167 1,592 830 317 11,413 +Settlement rate ............... 30.6% 39.9% 46.2% 46.1% 64.5% 36.6% +For trade receivables as of December 31, 2024 +Past due for +Current +One day to +six months +Six months +to one year +One year to +two years +Over two +years Total +(RMB in thousands) +Integrators +Balance as of December 31, 2024 ... 39,974 22,960 6,858 2,637 55 72,484 +Settlement amount as of April 30, +2026 .................. 31,888 22,960 6,838 2,410 55 64,151 +End customers +Balance as of December 31, 2024 ... 22,646 3,474 1,994 1,174 — 29,288 +Settlement amount as of April 30, +2026 .................. 17,161 1,728 1,084 1,174 — 21,147 +Settlement rate ............... 78.3% 93.4% 89.5% 94.0% 100.0% 83.8% +For trade receivables as of December 31, 2023 +Past due for +Current +One day to +six months +Six months +to one year +One year to +two years +Over two +years Total +(RMB in thousands) +Integrators +Balance as of December 31, 2023 ... 17,791 4,635 3,247 55 — 25,728 +Settlement amount as of April 30, +2026 .................. 17,791 4,600 3,049 55 — 25,495 +End customers +Balance as of December 31, 2023 ... 18,112 2,875 160 2,580 — 23,727 +Settlement amount as of April 30, +2026 .................. 18,112 2,875 86 2,580 — 23,653 +Settlement rate ............... 100.0% 99.5% 92.0% 100.0% —% 99.4% +Among the outstanding balance of trade receivables as of December 31, 2025, the total amount of +trade receivables overdue for more than six months amounted to RMB30.1 million due from 136 +customers. We have assessed the recoverability of these trade receivables and confirm that there are no +material impairment or recoverability issues, taking into consideration the reasons causing their late +payments to us and our recent discussions on settlement arrangement with the major customers. +FINANCIAL INFORMATION +– 234 – + + +--- page 243 --- +The delays in payments by these customers are typically due to the following reasons: +(i) Some customers — particularly state-owned enterprises, listed companies, or their +subsidiaries — have lengthy internal approval procedures, intra-group fund allocation limits, +and payment processes. As a result, the time of their payments to us often exceeds the credit +terms we have granted. +(ii) Some integrator customers’ payments to us are affected by payments from their downstream +end customers. Although, according to our sales contracts with integrator customers, our +right to collect payments is not conditional upon their receipt of payments from downstream +customers, in practice, the collection of our trade receivables has been affected if those end +customers fail to pay these integrators on time. +According to CIC, the above-mentioned situations are frequently observed reasons for delays in +the settlement of trade receivables in China’s robot industry. +We are proactively discussing with our 25 largest customers in terms of outstanding trade +receivables overdue for more than six months as of December 31, 2025, with the aim of improving our +trade receivables collection. As of December 31, 2025, the total amount of trade receivables overdue for +more than six months from these 25 customers accounted for 68.8% of the total amount of trade +receivables overdue for more than six months. For trade receivables as of December 31, 2025 from +these customers, as of May 20, 2026, (i) nine customers have paid us the full amount of the trade +receivables overdue more than six months due from them in the aggregate amount of RMB6,917 +thousand, (ii) seven customers have indicated that they expect to pay us the full amount of trade +receivables overdue more than six months due from them by July 31, 2026, with an aggregate amount +of RMB6,833 thousand, and (iii) two customers with a total balance of trade receivables overdue more +than six months of RMB3,178 thousand was settling in monthly installments, among which RMB50 +thousand had been paid. There are seven customers who have not indicated their plans for settlement as +of May 20, 2026 and our sales personnel are closely following up with them. Among these customers, +three are subsidiaries of established corporate groups or listed companies with strong industry positions +in advanced manufacturing, three have shareholders who are either large state-owned enterprises or +municipal governments, all of whom could receive financial support from their shareholders if +necessary, and one is high-tech enterprise specializing in drive motor controllers, with an established +industry position and business relationships with well-known electric vehicle manufacturers, which +support its payment capability. Based on desktop research and regular follow-ups by our sales team, we +are not aware of any circumstances indicating that the remaining seven customers are facing insolvency +or are otherwise completely unable to fulfill their payment obligations. As of the Latest Practicable +Date, we did not have any disputes with these 25 customers nor initiate any litigation against them. We +accommodated these customers’ late payments to us because we believe this helps maintain good +relationships with customers and helps us deepen collaborations with them. +Impairment Test for Trade Receivables +We perform an impairment analysis at the end of each year during the Track Record Period using +a provision matrix to measure the expected credit losses (“ ECLs”) for our trade receivables and assess +our credit risk exposure. The provision rates are based on revenue recognition date for groupings of +various customer segments with similar loss patterns. The calculation reflects the probability-weighted +outcome, the time value of money and reasonable and supportable information that is available at the +end of each year during the Track Record Period about past events, current conditions and forecasts of +future economic conditions. As of December 31, 2023, 2024 and 2025, we recorded loss allowance for +impairment of trade receivables of RMB1.3 million, RMB3.2 million and RMB13.8 million, +respectively. See Note 20 to the Accountants’ Report in Appendix I to this prospectus for details. +Measures to Enhance the Collections of Trade Receivables +We have adopted measures to monitor and manage our collection of trade receivables. Our sales +personnel will regularly track the trade receivables overdue and follow up on the collection progress, +taking appropriate measures as necessary. Our sales personnel are responsible for the initial discussion +FINANCIAL INFORMATION +– 235 – + + +--- page 244 --- +with the customers regarding the overdue trade receivables. If there is no progress after the discussion +for a certain time period, a formal reminder letter will be sent to urge the customer to settle the +payment promptly. If these measures fail and there is evidence showing that the customer intentionally +defaults, we will cease business with such customer and proceed with legal procedures, including +sending an attorney’s letter and initiating litigation. +We plan to adopt an incentive mechanism that links sales team’s performance-based bonuses +directly to their collections of trade receivables. This is intended to encourage sales team’s timely +follow-ups with customers after sales of product, thereby accelerating our trade receivables turnover +days. +We will strengthen our negotiations for contract settlement terms to optimize the schedule of +customers’ payments to us, such as increasing the proportion of down payments and payments upon +shipment, while reducing the proportion of payments upon acceptance and warranty deposits. This +approach will help reduce the occurrence of trade receivables with overdue payments. For the customer +with overdue trade receivables, we will form a special collection team responsible for monitoring the +customers’ financial condition, negotiations and/or initiating legal proceedings. During the Track +Record Period and up to the Latest Practicable Date, we did not encounter any recoverability issues and +have made sufficient provision for trade receivables. +Financial Assets at Fair Value through Profit or Loss +Our financial assets at fair value through profit or loss represent unlisted investments at fair value. +As of December 31, 2023, 2024 and 2025, we recorded financial assets at fair value through profit or +loss of nil, RMB2.1 million and RMB18.0 million, respectively. +Our investments classified as financial assets at fair value through profit or loss will be subject to +compliance with Chapter 14 of the Listing Rules after the Listing. We have adopted written policies and +internal control procedures governing our wealth management product investments. Our policies set out +the permitted investment scope, approval hierarchy, inquiry and selection process, purchase, +registration, redemption, accounting, record-keeping and risk control requirements. Our investment +strategy focuses on capital safety, liquidity matching, compliance and prudence, with the objective of +enhancing the utilization efficiency of idle funds while ensuring that sufficient funds remain available +to support our normal business operations. Pursuant to our policies, we are only permitted to use idle +funds that do not affect our normal operations to purchase low-risk wealth management products, +comprising R1 risk bank wealth management products, structured deposits and certificates of deposit +issued by large state-owned banks, listed banks or other reputable financial institutions. +We manage our wealth management product investments through inquiry, selection, approval, +registration, ongoing monitoring and redemption procedures. Our finance center is responsible for +liaising with banks, conducting inquiries on product quotas and expected yields, evaluating inquiry +results by reference to product risk, return and liquidity, submitting purchase applications through +online banking, maintaining management ledgers, tracking product status and carrying out accounting +and filing work. Purchase applications are approved by our general manager through the relevant bank’s +online banking system, with a focus on fund safety, the reasonableness of the inquiry process and +whether the proposed purchase would affect our normal fund operations. After purchase, our finance +center records key information including product name, product type, issuing institution, purchase +amount, term, yield and purchase date, monitors product maturity and returns, and updates the +management ledger upon redemption. We believe these measures enable us to manage investment risks +prudently and ensure that our investment activities are consistent with our liquidity needs, risk appetite +and business development plans. +FINANCIAL INFORMATION +– 236 – + + +--- page 245 --- +Prepayments, Other Receivables and Other Assets +Our prepayments, other receivables and other assets primarily consist of (i) prepayments, which +primarily consist of prepayments for robot components used in our products and third-party services for +our ordinary business operations, and (ii) deposits consisting primarily of deposits for leased properties +and deposits made for bidding customers’ procurement projects. The following table sets forth the +details of our prepayments, other receivables and other assets as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Prepayments ........................... 5,586 5,715 11,311 +Deposits and other receivables ................ 4,470 5,126 3,643 +Due from employees ...................... 478 416 461 +Listing expense ......................... — — 2,174 +Total ............................... 10,534 11,257 17,589 +Our prepayments, other receivables and other assets were RMB10.5 million and RMB11.3 million +as of December 31, 2023 and 2024, respectively, remaining at a relatively stable level. Our +prepayments, other receivables and other assets increased from RMB11.3 million to RMB17.6 million +as of December 31, 2024 and 2025, primarily due to the prepayments associated with listing expenses +to be capitalized and an increase in prepayments to our suppliers driven by increased procurement of +raw materials. +Cash and Cash Equivalents +Our cash and cash equivalents decreased from RMB99.7 million as of December 31, 2023 to +RMB92.9 million as of December 31, 2024, primarily reflecting the proceeds we received from our +bank borrowings. Our cash and cash equivalents increased from RMB92.9 million as of December 31, +2024 to RMB153.9 million as of December 31, 2025, primarily due to the proceeds from our series C +financing completed in May 2025. +Right-of-Use Assets +Our right-of-use assets primarily represent our leases of warehouses and office premises. Our +right-of-use assets increased from RMB15.6 million as of December 31, 2023 to RMB19.8 million as of +December 31, 2024, and further to RMB27.9 million as of December 31, 2025, primarily attributable to +our renewed and new leases, which are planned for research and development, and general office use. +Our non-financial assets mainly consisted of property, plant and equipment, right-of-use assets and +other intangible assets. These assets are reviewed by our management periodically to determine whether +there is any indication of impairment throughout the Track Record Period according to IAS 36. These +assets are tested for impairment whenever events or changes in circumstances indicate that their +recorded carrying amounts may not be recoverable at the end of each reporting period. We had +operating losses during the Track Record Period, which was mainly due to the fact that we carried out +strategic investments such as R&D, coupled with the inherent time lag in expanding the market and +gaining market recognition. Our operating performance during the Track Record Periods meets the +expectations and judgments of our management. Accordingly, our management did not consider +operating losses as an indication of the impairment for the non-financial assets, and no impairment for +the non-financial assets was recorded during the Track Record Period. +FINANCIAL INFORMATION +– 237 – + + +--- page 246 --- +Liabilities +Trade and Bills Payables +Our trade and bills payables include (i) trade payables due to third-party suppliers in our ordinary +course of business, and (ii) bills payables due to bank acceptance notes issued to our suppliers with a +maturity of six months. The following table sets forth the details of our trade and bills payables as of +the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Trade payables ......................... 36,756 60,000 102,389 +Bills payables .......................... 6,060 14,910 27,687 +Total ............................... 42,816 74,910 130,076 +Our trade and bills payables were RMB42.8 million, RMB74.9 million and RMB130.1 million as +of December 31, 2023, 2024 and 2025, respectively. The increase in our trade and bills payables was +primarily due to the increase in procurement as we scaled up product sales. +Our suppliers typically grant us credit periods of less than three months. The following table sets +forth our trade payables turnover days for the years indicated. +For the Y ear Ended December 31, +2023 2024 2025 +Trade payables turnover days (1) .................... 82 96 127 +(1) The trade payables turnover days are calculated by dividing the arithmetic mean of the opening and ending balance of +trade payables in that year by cost of sales for the corresponding year and then multiplying by the number of days in that +year. +Our trade payables turnover days were 82 days, 96 days and 127 days in 2023, 2024 and 2025, +respectively. The increase in our trade payables turnover days reflected our enhanced bargaining power +with suppliers as our procurement of raw materials continually grew. Our contracts with suppliers +usually provide payment terms of around 90 days and, during the Track Record Period, certain suppliers +agreed to extend our payment schedule based on our good relationships with them. +The following table sets forth an aging analysis of our trade and bills payables as of the dates +indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Within one year ......................... 42,653 73,026 124,975 +Over one year .......................... 163 1,884 5,101 +Total ............................... 42,816 74,910 130,076 +As of April 30, 2026, RMB81.1 million, or 62.4% of our trade and bills payables outstanding as +of December 31, 2025, had been subsequently settled. +FINANCIAL INFORMATION +– 238 – + + +--- page 247 --- +Contract Liabilities +Our contract liabilities primarily represent the prepayments we received from certain customers +for sales of our products. Our contract liabilities remained relatively stable as of December 31, 2023, +2024 and 2025, amounting to RMB45.2 million, RMB46.1 million and RMB37.1 million, respectively. +As of April 30, 2026, RMB15.1 million, or 40.7% of our contract liabilities as of December 31, 2025, +had been subsequently recognized as revenue. +Interest-Bearing Bank Borrowings +Interest-bearing bank borrowings consist primarily of loans from commercial banks in China. +Interest-bearing bank borrowings increased from RMB34.0 million as of December 31, 2023 to +RMB61.5 million as of December 31, 2024, and further to RMB112.7 million as of December 31, 2025, +reflecting our strengthened debt financing ability as a result of our business growth. See “— +Indebtedness” for details on our loans and borrowings. +SHARE CAPITAL AND TOTAL EQUITY +Pursuant to a series of Shareholders’ agreements and share subscription agreements with various +Pre-IPO Investors from September 2020 to April 2025, our Company issued ordinary Shares to the +Pre-IPO Investors and granted the Pre-IPO Investors redemption rights, anti-dilution rights and +liquidation preferences rights. There was no exercise of redemption rights, anti-dilution rights or +liquidation preferences rights throughout the Track Record Period. +On May 19, 2025, our Company and the Pre-IPO Investors entered into a supplemental agreement +agreeing that the redemption rights, anti-dilution rights and liquidation preferences rights granted by us +to Pre-IPO Investors have been irrecoverably terminated and shall be void ab initio . Taking into account +the legal and regulatory framework of our Company’s jurisdiction and the governing law of the +supplemental agreements, the Directors considered that it is appropriate to present the Pre-IPO +Investments as equity throughout the Track Record Period. +Had the redemption rights, anti-dilution rights or liquidation preferences rights granted by our +Company to the Pre-IPO Investors been accounted for as financial liabilities measured at the present +value of the redemption amount prior to entering into the supplemental agreement, (i) the redemption +financial liabilities, total current liabilities, net current (liabilities)/assets and net (liabilities)/assets +would have been: +As of December 31, +2023 2024 2025 +(RMB in thousands) +Redemption financial liabilities ................ 379,957 418,062 — +Total current liabilities ..................... 541,342 638,928 329,042 +(Net current liabilities)/net current assets .......... (284,033) (324,097) 141,692 +(Net liabilities)/net assets ................... (271,811) (320,306) 148,988 +; and (ii) the finance costs associated with the redemption financial liabilities, the net loss for the year, +basic and dilutive loss per share would have been: +For the Y ear Ended December 31, +2023 2024 2025 +(RMB in thousands) +Finance costs associated with the redemption financial liabilities ...... (34,187) (38,105) (16,170) +Total net loss ............................ (81,891) (80,413) (63,236) +Basic loss per share ......................... (0.92) (0.87) (0.65) +See Note 30 to the Accountants’ Report in this prospectus for details of the financial impacts. +FINANCIAL INFORMATION +– 239 – + + +--- page 248 --- +LIQUIDITY AND CAPITAL RESOURCES +Our primary uses of cash are to fund our procurement of raw materials, research and development +and sales activities, and other operational needs. During the Track Record Period, we financed our +capital expenditures and working capital requirements principally with funds from equity financing, +cash generated from our operations and bank borrowings. After the Global Offering, we believe that our +liquidity requirements will continue to be satisfied with a combination of these sources and net +proceeds from the Global Offering. As of December 31, 2023, 2024 and 2025 and April 30, 2026, we +had cash and cash equivalents of RMB99.7 million, RMB92.9 million, RMB153.9 million and +RMB126.9 million, respectively. As of December 31, 2023 and 2024, and 2025 and April 30, 2026 +(being the indebtedness statement date), we had a balance of interest-bearing bank borrowings of +RMB34.0 million, RMB61.5 million, RMB112.7 million and RMB127.5 million, respectively. As of +April 30, 2026, we had committed unutilized banking facilities of RMB182.5 million among our total +banking facilities of RMB355.8 million, all of which are not guaranteed by any member in the +Controlling Shareholders Group. These banking facilities are committed and unrestricted as they have +been approved and formally confirmed by the relevant banks in the relevant agreements. We can draw +down specific loans under these banking facilities if we meet certain conditions typically including (i) +the drawdown amount being within the upper limit under the credit facility agreements, (ii) no default +under the banking facilities agreements with the relevant lending banks, (iii) no material and significant +adverse changes in our operations and financial condition, (iv) if any guarantee or pledge is required by +the lending bank, the completion of the required procedures of such guarantee or pledge by us, and/or +(v) our compliance with the requirements of obtaining approvals, permits and/or registration with +competent government authorities (if applicable), which are based on the form agreements of these +banks. Therefore, our Directors are of the view that these banking facilities are highly certain. The +expiration dates for our banking facilities (i.e., the end of the periods specified in the relevant +agreements during which we can apply to utilize the credit facilities and withdraw funds) range from +2025 to 2026. The specific borrowing periods will generally be detailed in separate loan agreements +under these banking facilities. We typically will seek to renew these credit facilities upon expiration +considering our needs. Given our stable relationship with the banks and our historical track record of +compliance with no defaults and successful renewals, and drawdowns under multiple facilities from +multiple banks, our Directors are of the view that the likelihood of continued cooperation with these +banks is high. We do not anticipate any changes to the availability of financing to fund our operations +in the future. +We recorded a net loss and had net operating cash outflows during the Track Record Period. To +improve our operating cash flow, we plan to implement the following measures: + Enhance trade receivables collection . We plan to adopt an incentive mechanism that links +sales team’s performance-based bonuses directly to their collections of trade receivables. +This is intended to encourage sales team’s timely follow-ups with customers after sales of +product, thereby accelerating our trade receivables turnover days. + Control personnel-related costs . We will continue prudent headcount planning aligned with +our annual budget. Specifically, the grow rate of our sales personnel will be maintained at a +level below the projected revenue growth rate. For management personnel, headcount +ceilings will be set based on the development of each functional department. Recruitment of +R&D staff will be based on the specific needs of planned R&D projects to ensure a team +size suitable for R&D strategies. + Strengthen administrative expense control . We will continue to enforce strict budget +management. Annual administrative expense budgets will be reviewed and approved to +ensure that all planned expenditures are necessary, reasonable and aligned with operational +priorities. +FINANCIAL INFORMATION +– 240 – + + +--- page 249 --- +Cash Flows +The following table sets forth our selected cash flow data for the years indicated. +For the Y ear Ended December 31, +2023 2024 2025 +(RMB in thousands) +Net cash from/(used in) operating activities ............... 10,316 (24,962) (27,798) +Net cash used in investing activities .................. (3,615) (3,236) (19,561) +Net cash from financing activities ................... 13,293 20,964 109,470 +Net increase/(decrease) in cash and cash equivalents .......... 19,994 (7,234) 62,111 +Cash and cash equivalents at the beginning of the year .......... 79,525 99,681 92,859 +Effect of foreign exchange rate changes (net) .............. 162 412 (1,030) +Cash and cash equivalents at the end of the year ........... 99,681 92,859 153,940 +Net Cash from/(used in) Operating Activities +Net cash used in operating activities was RMB27.8 million in 2025, primarily due to loss before +tax of RMB46.8 million, as adjusted for (1) certain non-cash or non-operating items, primarily +including equity-settled share-based payments of RMB28.8 million, provision for impairment of +receivables of RMB10.6 million, depreciation of right of use assets of RMB6.2 million, and +depreciation of property, plant and equipment of RMB2.6 million, and (2) changes in the working +capital that negatively affected the cash flow from operating activities, primarily including (i) an +increase in trade and notes receivables of RMB71.2 million, and (ii) an increase in inventories of +RMB13.5 million. These were partially offset by changes in working capital that positively affected the +cash flow from operating activities, primarily including an increase in trade and bills payables of +RMB55.2 million and an increase in other payables and accruals of RMB9.1 million. +Net cash used in operating activities was RMB25.0 million in 2024, primarily due to loss before +tax of RMB41.2 million, as adjusted for (1) certain non-cash or non-operating items, primarily +including equity-settled share-based payments of RMB31.7 million, depreciation of right of use assets +of RMB5.5 million, depreciation of property, plant and equipment of RMB2.8 million, and provision for +inventories of RMB2.6 million, and (2) changes in the working capital that negatively affected the cash +flow from operating activities, primarily including (i) an increase in trade and notes receivables of +RMB57.2 million, and (ii) an increase in inventories of RMB12.3 million. These were partially offset +by changes in working capital that positively affected the cash flow from operating activities, primarily +including an increase in trade and bills payables of RMB32.1 million and an increase in other payables +and accruals of RMB5.8 million. +Net cash from operating activities was RMB10.3 million in 2023, primarily reflecting loss before +tax of RMB47.0 million, as adjusted for (1) certain non-cash or non-operating items, primarily +including equity-settled share-based payments of RMB26.8 million, depreciation of right of use assets +of RMB5.6 million, depreciation of property, plant and equipment of RMB3.4 million, and provision for +inventories of RMB1.1 million, and (2) changes in the working capital that positively affected the cash +flow from operating activities, primarily including (i) an increase in trade and bills payables of +RMB17.9 million, and (ii) a decrease in amounts due from related parties of RMB10.8 million. These +were partially offset by changes in working capital that negatively affected the cash flow from +operating activities, primarily including an increase in trade and notes receivables of RMB17.5 million +and an increase in debt instruments at fair value through other comprehensive income of RMB5.2 +million. +Net Cash Used in Investing Activities +Net cash used in investing activities was RMB19.6 million in 2025, primarily due to (1) purchases +of financial assets at fair value through profit and loss of RMB427.3 million representing our purchases +of structured deposits, and (2) purchases of property, plant and equipment of RMB3.8 million, partially +offset by proceeds from disposal of financial assets at fair value through profit and loss of RMB412.8 +million as we redeemed relevant deposits. +FINANCIAL INFORMATION +– 241 – + + +--- page 250 --- +Net cash used in investing activities was RMB3.2 million in 2024, primarily due to (1) purchases +of financial assets at fair value through profit and loss of RMB173.0 million representing our purchases +of structured deposits, and (2) purchases of property, plant and equipment of RMB2.5 million, partially +offset by proceeds from disposal of financial assets at fair value through profit and loss of RMB171.4 +million as we redeemed relevant deposits. +Net cash used in investing activities was RMB3.6 million in 2023, primarily due to (1) purchases +of financial assets at fair value through profit and loss of RMB271.5 million representing our purchases +of structured deposits, and (2) purchases of property, plant and equipment of RMB4.1 million, partially +offset by proceeds from disposal of financial assets at fair value through profit and loss of RMB271.8 +million as we redeemed relevant deposits. +Net Cash from Financing Activities +Net cash from financing activities was RMB109.5 million in 2025, primarily due to (1) new bank +borrowings obtained of RMB122.0 million, and (2) proceeds from capital injection of RMB69.1 +million, partially offset by (1) repayment of bank borrowing of RMB70.7 million, and (2) payments of +lease liabilities of RMB6.9 million. +Net cash from financing activities was RMB21.0 million in 2024, primarily due to new bank +borrowings obtained of RMB82.3 million, partially offset by (1) repayment of bank borrowing of +RMB54.8 million, and (2) payments of lease liabilities of RMB5.3 million. +Net cash from financing activities was RMB13.3 million in 2023, primarily due to new bank +borrowing obtained of RMB46.3 million, partially offset by (1) repayment of bank borrowing of +RMB25.8 million, and (2) payments of lease liabilities of RMB6.4 million. +Current Assets and Current Liabilities +The following table sets forth our current assets and current liabilities as of the dates indicated. +As of December 31, As of April 30, +2023 2024 2025 2026 +(RMB in thousands) +unaudited +Current assets: +Inventories ....................... 85,285 94,898 107,123 144,693 +Trade and notes receivables .............. 53,741 108,973 169,569 177,332 +Debt instruments at fair value through other +comprehensive income ............... 7,907 4,353 3,494 4,221 +Prepayments, other receivables and other assets .. 10,534 11,257 17,589 28,971 +Financial assets at fair value through profit or +loss .......................... — 2,083 18,012 30,000 +Restricted bank deposits ................ 161 408 1,007 3,945 +Cash and cash equivalents ............... 99,681 92,859 153,940 126,948 +Total current assets .................. 257,309 314,831 470,734 516,110 +Current liabilities: +Trade and bills payables ................ 42,816 74,910 130,076 162,826 +Other payables and accruals .............. 35,503 41,342 50,872 38,390 +Contract liabilities ................... 45,226 46,147 37,051 69,986 +Interest-bearing bank borrowings ........... 34,013 52,479 103,747 99,694 +Provision ........................ 624 860 1,116 1,116 +Tax payable ....................... 594 237 80 — +Lease liabilities ..................... 2,609 4,891 6,100 5,490 +Total current liabilities ................ 161,385 220,866 329,042 377,502 +Net current assets ................... 95,924 93,965 141,692 138,608 +FINANCIAL INFORMATION +– 242 – + + +--- page 251 --- +Our net current assets slightly decreased from RMB95.9 million as of December 31, 2023 to +RMB94.0 million as of December 31, 2024, primarily due to the continual increases in our +interest-bearing bank borrowings and trade and bills payables, which were partially offset by an +increase in trade and notes receivables. Our net current assets increased to RMB141.7 million as of +December 31, 2025, primarily due to increases in cash and cash equivalents and financial assets at fair +value through profit or loss primarily driven by the proceeds from our series C financing completed in +May 2025. Our net current assets slightly decreased from RMB141.7 million as of December 31, 2025 +to RMB138.6 million as of April 30, 2026, primarily due to increases in trade and bills payables and +contract liabilities, which more than offset the growth in inventories, trade and notes receivables, and +prepayments, other receivables and other assets. +CASH OPERATING COSTS +The following table sets forth key information relating to our cash operating costs for the years +indicated. +For the Y ear Ended December 31, +2023 2024 2025 +(RMB in thousands) +Research and development costs (1) ................... 8,663 3,767 5,105 +Workforce employment (2) ....................... 98,343 121,001 132,963 +Direct production costs, including materials (3) .............. 92,038 158,066 186,103 +Product marketing (4) ......................... 22,693 31,673 41,655 +Non-income taxes, royalties and other government charges ........ 549 662 1,519 +Total ................................ 222,286 315,169 367,345 +(1) Research and development costs under cash operating costs represent research and development expenses (excluding staff +costs and non-cash items under research and development expenses) adjusted by changes in working capital relating to +research and development activities as of the previous and current year end. +(2) Cash operating costs relating to workforce employment represent the sum of staff costs under cost of sales, research and +development expenses, selling and distribution expenses, and administrative expenses (excluding equity-settled share-based +payments expenses which are non-cash in nature) adjusted by changes in working capital relating to staff costs as of +previous and current year end under the cost of sales and operating expenses. +(3) Cash operating costs relating to direct production costs, including materials, represent the costs of sales (excluding staff +costs and non-cash items under cost of sales) adjusted by changes in working capital relating to production as of the +previous and current year end. +(4) Cash operating costs relating to product marketing represent the selling and distribution expenses (excluding staff costs +and non-cash items under selling and distribution expenses) adjusted by changes in working capital relating to sales and +distribution activities as of the previous and current year end. +INDEBTEDNESS +The following table sets forth a breakdown of our indebtedness as of the dates indicated. +As of December 31, As of April 30, +2023 2024 2025 2026 +(RMB in thousands) +unaudited +Current +Interest-bearing bank borrowings ........... 34,013 52,479 103,747 99,694 +Lease liabilities ..................... 2,609 4,891 6,100 5,490 +Subtotal ......................... 36,622 57,370 109,847 105,184 +Non-current +Interest-bearing bank borrowings ........... — 9,000 9,000 27,800 +Lease liabilities ..................... 12,553 15,437 22,471 23,970 +Subtotal ......................... 12,553 24,437 31,471 51,770 +Total .......................... 49,175 81,807 141,318 156,954 +FINANCIAL INFORMATION +– 243 – + + +--- page 252 --- +Interest-bearing Bank Borrowings +We had interest-bearing bank borrowings of RMB34.0 million, RMB61.5 million, RMB112.7 +million and RMB127.5 million as of December 31, 2023, 2024 and 2025 and April 30, 2026, +respectively, all of which were repayable by 2027. The effective interest rate of our interest-bearing +bank borrowings ranged between 0.95% and 3.10% during the Track Record Period. +Among the interest-bearing bank borrowings as of December 31, 2023, 2024 and 2025 and April +30, 2026, the bank borrowings amounting to RMB34.0 million, RMB14.0 million, nil and nil, +respectively, were guaranteed by Mr. Zhao and Ms. Ding Xia. +Our bank borrowings contain standard terms, conditions and covenants that are customary for +commercial bank loans in China. Our Directors confirmed that we did not experience any difficulty in +obtaining bank loans and other borrowings, default in payment of bank borrowings or breach of +covenants during the Track Record Period and up to the Latest Practicable Date. +Lease Liabilities +Our lease liabilities were primarily related to our office leases. Our lease liabilities were +RMB15.2 million, RMB20.3 million, RMB28.6 million and RMB29.5 million as of December 31, 2023, +2024 and 2025 and April 30, 2026, respectively, changes of which were primarily due to our new or +renewed office leases, partially offset by our lease payments. +Indebtedness Statement +Except as discussed above, as of April 30, 2026, being the indebtedness statement date, we did not +have any outstanding mortgages, charges, debentures, loan capital, debt securities, loans, bank +overdrafts or other similar indebtedness, finance lease or hire purchase commitments, liabilities under +acceptances (other than normal trade bills), acceptance credits, which are either guaranteed, +unguaranteed, secured or unsecured, or guarantees or other contingent liabilities. As of the Latest +Practicable Date, there was no material restrictive covenant in our indebtedness which could +significantly limit our ability to obtain future financing. As of April 30, 2026, we did not have plans for +other material external debt financing. +Our Directors confirm that (i) there has not been any material change in our indebtedness since +April 30, 2026 and up to the Latest Practicable Date, (ii) during the Track Record Period and up to the +date of this prospectus, we did not have any material default on our indebtedness or breach of covenant, +and (iii) during the Track Record Period and up to the date of this prospectus, we did not experience +any difficulty in obtaining bank loans and other borrowings. +CONTINGENT LIABILITIES +As of the Latest Practicable Date, we did not have any contingent liabilities or guarantees. +CAPITAL EXPENDITURE +Our capital expenditures during the Track Record Period were primarily related to purchase of +office equipment and intangible assets, and warehouse and office construction. Our capital expenditures +were RMB4.2 million, RMB2.5 million and RMB4.8 million, respectively, in 2023, 2024 and 2025. We +intend to fund our future capital expenditures with net proceeds from equity and debt financings and +our operating cash flows. +CAPITAL COMMITMENT +As of December 31, 2023, 2024 and 2025, we did not have any capital expenditures contracted for +but not yet recognized as liabilities. +FINANCIAL INFORMATION +– 244 – + + +--- page 253 --- +OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS +During the Track Record Period and up to the Latest Practicable Date, we did not have any +material off-balance sheet commitments or arrangements. +KEY FINANCIAL INDICATORS +The following table sets forth our selected financial indicators for the years and as of the dates +indicated. +For the Y ear Ended December 31, +2023 2024 2025 +Profitability indicators +Revenue growth rate ......................... 35.1% 36.3% 30.2% +Gross profit growth rate ....................... 41.9% 27.2% 34.4% +Gross margin (1) ........................... 49.2% 45.9% 47.4% +Net loss margin (2) .......................... (19.2)% (12.5)% (10.7)% +Adjusted net loss margin (3) (non-IFRS measure) ............. (8.4)% (3.1)% (0.6)% +As of December 31, +2023 2024 2025 +Liquidity indicators +Current ratio (4) ......................... 1.6 1.4 1.4 +Quick ratio (5) .......................... 1.1 1.0 1.1 +(1) Gross margin equals gross profit divided by revenue for the year. +(2) Net loss margin equals net loss for the year divided by revenue for the year. +(3) Adjusted net loss margin (non-IFRS measure) equals adjusted net loss (non-IFRS measure) divided by revenue for the year. +For the reconciliation of net loss for the year to adjusted net loss for the year (non-IFRS measure), see “— Results of +Operations — Non-IFRS Measures” for details. +(4) Current ratio is calculated by dividing current assets as of the year end by current liabilities as of the year end. +(5) Quick ratio is calculated by dividing current assets less inventories by current liabilities as of year end. +R&D EXPENDITURE AND TOTAL OPERATING EXPENDITURE +During the Track Record Period, we did not have capitalized research and development expenses. +The table below sets forth our annual and total R&D expenditure for the years indicated. +For the Y ear Ended December 31, +2023 2024 2025 +(RMB in thousands) +Research and development expenses ............ 63,749 71,311 79,168 +Adjustments: +Add: Intangible assets related to R&D software acquired +from third parties and capitalized ......... ——— +Less: Amortization expenses of capitalized intangible +assets included in R&D expenditure ........ ——— +Annual R&D expenditure .................. 63,749 71,311 79,168 +Total R&D expenditure for the three financial years +prior to the Listing .................... 214,228 +FINANCIAL INFORMATION +– 245 – + + +--- page 254 --- +The table below sets forth our annual and total operating expenditure for the years indicated. +For the Y ear Ended December 31, +2023 2024 2025 +(RMB in thousands) +Research and development expenses ............ 63,749 71,311 79,168 +Selling and distribution expenses .............. 72,279 88,985 105,667 +Administrative expenses ................... 36,783 42,929 67,654 +Adjustments: +Add: Intangible assets related to R&D software acquired +from third parties and capitalized ......... ——— +Less: Amortization expenses of capitalized intangible +assets included in R&D expenditure ........ ——— +Annual total operating expenditure ............ 172,811 203,225 252,489 +Total operating expenditure for the three financial +years prior to the Listing ................. 628,525 +The table below sets forth our annual R&D expenditure ratio and total R&D expenditure ratio for +the years indicated. +For the Y ear Ended December 31, +2023 2024 2025 +Annual R&D expenditure ratio (1) ............. 36.9% 35.1% 31.4% +Total R&D expenditure ratio (2) ............... 34.1% +(1) Calculated by dividing annual R&D expenditure by annual total operating expenditure. +(2) Calculated by dividing total R&D expenditure for the three financial years prior to the Listing by total operating +expenditure for the three financial years prior to the Listing. +MATERIAL RELATED PARTY TRANSACTIONS +We enter into transactions with our related parties from time to time. As of December 31, 2023, +2024 and 2025, we had amounts due from Shareholders of nil, nil and nil. See Note 35 to the +Accountants’ Report included in Appendix I to this prospectus and “Relationship with the Controlling +Shareholders” for details on our material related-party transactions. +Our Directors are of the view that each of the material related party transactions set out in Note +35 to the Accountants’ Report included in Appendix I to this prospectus was conducted in the ordinary +course of business on an arm’s length basis and with normal commercial terms between the relevant +parties. Our Directors are also of the view that our material-related party transactions during the Track +Record Period would not distort our track record results or cause our historical results to become +non-reflective of our future performance. +FINANCIAL RISKS +Our activities expose us to a variety of financial risks, including credit risk, liquidity risk, interest +rate risk, and currency risk. Our overall risk management procedures focus on the unpredictability of +financial markets and seek to minimize potential adverse effects on our financial performance. +Interest Rate Risk +Our interest rate risk arises primarily from bank loans. Borrowings issued at variable rates and at +fixed rates expose us to cash flow interest rate risk and fair value interest rate risk respectively. Our +policy is to manage our interest cost using a fixed-rate debt. We have not entered into any interest rate +hedging contracts or any other similar derivative financial instruments. We believe we have no +significant interest rate risk exposure. +FINANCIAL INFORMATION +– 246 – + + +--- page 255 --- +Foreign Currency Risk +We have transactional currency exposures. Such exposure arises from sales by operating units and +investing and financing activities by investment holding units in currencies other than the units’ +functional currencies. +The functional currency of our subsidiaries in Chinese Mainland is RMB. Almost all of our +operating activities are carried out in the Chinese Mainland with most of the transactions denominated +in RMB. We consider the risk of movements in exchange rates to be insignificant. +Credit Risk +We trade only with recognized and creditworthy third parties. It is our policy that all customers +who wish to trade on credit terms are subject to credit verification procedures. In addition, we monitor +the balance amount of receivables on an ongoing basis and our exposure to bad debts is not significant. +For transactions that are not denominated in the functional currency of the relevant operating unit, we +do not offer credit terms without the specific approval of the head of Credit Control department. +Further quantitative data in respect of our exposure to credit risk are disclosed in Note 39 to the +Accountants’ Report included in Appendix I to this prospectus. +Liquidity Risk +Our policy is to regularly monitor our liquidity requirements and our compliance with lending +covenants, to ensure that we maintain sufficient reserves of cash and adequate committed lines of +funding from major financial institutions to meet our liquidity requirements in the short and longer +term. Further quantitative data in respect of our exposure to liquidity risk arising is disclosed in Note +39 to the Accountants’ Report included in Appendix I to this prospectus. +DIVIDENDS +We did not declare or pay any dividend during the Track Record Period and up to the Latest +Practicable Date. We currently intend to retain all available funds and earnings, if any, to fund the +development and expansion of our business and we do not anticipate paying any cash dividends in the +foreseeable future. Investors should not purchase our ordinary shares with the expectation of receiving +cash dividends. +We have not formulated a dividend policy and any future determination to pay dividends will be +made at the discretion of our Directors according to our Articles of Association and applicable laws and +regulations. Our Directors will decide whether to pay dividends 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 our Directors may deem relevant. We do not have a +pre-determined dividend payout ratio. As advised by our PRC Legal Advisor, regulations in the PRC +currently permit payment of dividends of a PRC company only out of accumulated distributable +after-tax profits less any recovery of accumulated losses and appropriations to statutory and other +reserves that we are required to make, as determined in accordance with its articles of association and +the accounting standards and regulations in China. As a result, we may not have sufficient or any +distributable profits to make dividend contributions to our Shareholders, even if we become profitable. +WORKING CAPITAL +The Directors are of the opinion that, taking into account the financial resources available to us, +including (i) our future operating cash flows in respective years; (ii) cash and cash equivalents; (iii) +current financial assets at fair value through profit or loss; (iv) available bank facilities; and (v) the +estimated net proceeds from the Global Offering, we have sufficient working capital for our +requirements for at least the next 12 months from the date of this prospectus. +FINANCIAL INFORMATION +– 247 – + + +--- page 256 --- +Our cash burn rate refers to the average monthly (i) net cash used in operating activities, (ii) +purchases of property, plant and equipment, (iii) payments for intangible assets, and (iv) payments of +lease liabilities. We consider these items to be key indicators of our operational efficiency, reflecting +payments which can significantly impact our cashflow, such as our capital expenditures representing +significant cash outflows, our investment in intellectual property or technology, and the costs of +financing lease obligations, all of which may occur on a regular basis. Our historical cash burn rate was +RMB25 thousand, RMB2.7 million and RMB3.3 million in 2023, 2024 and 2025, respectively. We had +a low cash burn rate in 2023, primarily because we generated net cash flows from operating activities +in 2023. In 2024 and 2025, our operating cash flows were positively affected by certain changes in +operating assets and liabilities, including (i) an increase in trade and bills payables, reflecting that our +enhanced bargaining power with suppliers as our procurement of raw materials continually grew, (ii) a +decrease in amounts due from related parties because our Shareholders paid us the amount they owed to +us as of the end of 2022, (iii) a decrease in inventories because we applied enterprise resource planning +(ERP) software in inventory management, enhancing the turnover days of inventories. In 2024, we +incurred net cash outflows in operating activities primarily due to a rapid growth in our trade +receivables as a result of our enlarged business scale. We had cash and cash equivalents of RMB153.9 +million, financial assets at fair value through profit or loss of RMB18.0 million and unutilized banking +facilities of RMB175.5 million as of December 31, 2025. We estimate that we will receive net proceeds +of approximately HK$995.4 million (equivalent to RMB866.5 million) after deducting the estimated +underwriting commissions and other fees and expenses paid and payable by us in connection with the +Global Offering, assuming no Offer Size Adjustment Option and Over-allotment Option is exercised +and assuming an Offer Price of HK$101.6 per Offer Share. Assuming that the average monthly cash +burn rate going forward will be RMB3.3 million, similar to the cash burn rate level in 2025 based on +the underlying assumptions that (i) the number of our employees will not increase significantly; (ii) we +do not expect substantial capital investment; (iii) we do not expect significant acquisitions or +investments; and (iv) we can implement effective cost control based on our annual budget to manage +human resources and various expenses and other measures as mentioned in “Business — Business +Sustainability — Strategies to Improve Our Performance — Enhance Operating Leverage,” we estimate +that our cash and cash equivalents, financial assets at fair value through profit or loss and unutilized +banking facilities as of December 31, 2025 will be able to maintain our financial viability for +approximately 105.6 months or, if we take into account 5.3% of the estimated net proceeds from the +Global Offering (namely the portion allocated for our working capital and other general corporate +purposes), approximately 119.6 months or, if we take into account the estimated net proceeds from the +Global Offering, approximately 369.0 months. We will continue to closely monitor our cash flows from +operations and maintain our financial viability through a variety of means, including banking facilities +and external financing. +DISTRIBUTABLE RESERVES +As of December 31, 2025, we did not have any distributable reserves. +LISTING EXPENSES +Listing expenses represent professional fees, underwriting commissions, and other fees incurred in +connection with the Global Offering. The estimated total listing expenses for the Global Offering are +approximately RMB61.9 million (equivalent to approximately HK$71.2 million), accounting for +approximately 6.7% of our gross proceeds from the Global Offering. The estimated total listing +expenses consist of (i) underwriting-related expenses (including but not limited to commissions and +fees) of approximately RMB36.6 million (approximately HK$42.0 million), and (ii) non-underwriting +related expenses of approximately RMB25.3 million (approximately HK$29.2 million), which consist of +fees and expenses of legal advisors and Reporting Accountants of approximately RMB16.6 million +(approximately HK$19.1 million), and other fees and expenses of approximately RMB8.7 million +(approximately HK$10.1 million). Approximately RMB36.7 million (equivalent to approximately +HK$42.2 million) of the estimated listing expenses is directly attributable to the issue of new Shares to +the public and will be accounted for as a deduction from equity upon completion of the Global +Offering. Approximately RMB15.4 million (equivalent to approximately HK$17.7 million) has been +charged in profit or loss during the Track Record Period, and the remaining amount of approximately +RMB9.8 million (equivalent to approximately HK$11.3 million) is expected to be charged in profit or +FINANCIAL INFORMATION +– 248 – + + +--- page 257 --- +loss before or upon completion of the Global Offering. This calculation is subject to adjustment based +on the actual amount incurred or to be incurred. The listing expenses above are the best estimate as of +the Latest Practicable Date and are for reference only. The actual amount may differ from such an +estimate. +UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS +The unaudited pro forma statement of our adjusted consolidated net tangible assets prepared in +accordance with paragraph 4.29 of the Listing Rules is to illustrate the effect of the Share Offer on our +audited consolidated net tangible assets as of December 31, 2025, as if the Global Offering had taken +place on that date. +The unaudited pro forma statement of our adjusted consolidated net tangible assets has been +prepared for illustrative purposes only and, because of its hypothetical nature, it may not give a true +picture of the financial position of our Group had the Global Offering been completed as of December +31, 2025, or any future dates. It is prepared based on our Group’s consolidated net tangible assets +attributable to equity holders of our Company as of December 31, 2025 as set out in the Accountants’ +Report in Appendix I to this prospectus. +See “Appendix II — Unaudited Pro Forma Financial Information” for details. +NO MATERIAL ADVERSE CHANGE +Our Directors have confirmed that there has been no material adverse change in our financial or +trading position or prospects since December 31, 2025, being the end date of our latest consolidated +financial statements as set out in “Appendix I — Accountants’ Report” to this prospectus, and up to the +date of this prospectus. +DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES +Our Directors confirm that, as of the Latest Practicable Date, there are no circumstances that +would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules. +FINANCIAL INFORMATION +– 249 – + + +--- page 258 --- +FUTURE PLANS +See “Business — Our Strategies” for details of our future business plans and strategies. +USE OF PROCEEDS +We estimate that we will receive net proceeds from the Global Offering of approximately +HK$995.4 million, after deducting estimated underwriting commissions, fees and expenses payable by +us in connection with the Global Offering, assuming an Offer Price of HK$101.60 per Share, and +assuming no Offer Size Adjustment Option or the Over-allotment Option is exercised. +We currently intend to apply the net proceeds from the Global Offering for the following +purposes: + Approximately 50.0% of the net proceeds, or HK$497.9 million, will be used to advance the +research and development of our technologies and infrastructure for the next five years. We +aim to enhance the intelligence and adaptability of our robots to support the rapid +development and commercialization of humanoid robots and more advanced applications. +Specifically: +(i) Approximately 20.0% of the net proceeds, or HK$199.2 million, will be allocated to +the research and development of AI technology. Our R&D efforts in AI will be focused +on the integration and application of multi-modal models — combining large language +models and visual models — within robots with the aim of advancing robots from task +execution to cognitive intelligence through (a) procurement of hardware (including +servers and robot test bodies) and software (including cloud services) for AI +development, (b) collaboration with leading domestic and international large language +model and multi-modal AI teams, and (c) establishment of dedicated teams for AI +hardware and software development. We plan to purchase 30 to 70 units of hardware +and 22 to 100 sets of software each year from 2026 to 2030. See “Business — +Business Sustainability — Strategies to Improve Our Performance — Continue to +Invest in Technologies” for details on the specific R&D plans for AI technology. +(ii) Approximately 15.0% of the net proceeds, or HK$149.3 million, will be directed +toward the development of embodied AI. Our R&D investments in embodied AI are +focused on enhancing the robot’s ability to operate in dynamic, multi-layered +operational applications characterized by diverse industry-specific requirements, +logistical workflows and heterogeneous physical conditions, including: (a) procurement +of hardware, including robot components (such as sensors and actuators) and robot +bodies, for embodied AI research and development, and (b) formation of teams for +hardware and software development to support embodied AI research. Over the next +five years, we will follow a phased implementation plan, with resources deployed each +year to advance core product capabilities, improve operational precision and strengthen +engineering capacity. See “Business — Business Sustainability — Strategies to +Improve Our Performance — Continue to Invest in Technologies” for details on the +specific R&D plans for embodied AI. +(iii) Approximately 15.0% of the net proceeds, or HK$149.3 million, will be allocated to +enhancing the performance and the iteration of existing infrastructure and toolchain. +We recognize that intelligent robot technology is highly complex and requires a robust +underlying software infrastructure. Our plans include (a) procurement of software +(including cloud services) for new product development, and (b) establishment of +teams for development and iteration of infrastructure and toolchain. Over the next five +years, we will allocate investments on an annual basis scheduled to progressively build +technology foundations and improve development throughput. See “Business — +Business Sustainability — Strategies to Improve Our Performance — Continue to +Invest in Technologies” for details on the specific R&D plans for infrastructure and +toolchain development. +FUTURE PLANS AND USE OF PROCEEDS +– 250 – + + +--- page 259 --- +The table below sets forth our estimated investments in the R&D staff dedicated to three key +R&D areas, namely AI technology, embodied AI and robot infrastructure and toolchain, by 2030. We +plan to use the net proceeds to pay the remuneration of these R&D staff. +Purpose +Estimated +remuneration +Estimated total +number of +staff Qualification +(RMB in +millions) +AI Technology ....... 119.9 48 Software: candidates with a bachelor’s degree or higher in +computer science, specializing in deep learning and +machine learning, and with work experience in AI +development and foundational technologies +Hardware: candidates with a bachelor’s degree or higher in +electrical/electronics engineering, specializing in +electronic circuit design, and with work experience in AI +hardware development and foundational technologies +Embodied AI ........ 70.2 38 Software: candidates with a bachelor’s degree or higher in +computer science, specializing in deep learning and +machine learning, and with work experience in product +development +Hardware: candidates with a bachelor’s degree or higher in +electrical/electronics engineering, specializing in +electronic circuit design and with work experience in +product development +Infrastructure and +Toolchain ........ +98.4 47 Candidates with a bachelor’s degree or higher in computer +science and software engineering, and with work +experience in system architecture and software +engineering + Approximately 20.0% of the net proceeds, or HK$199.1 million, will be allocated to the +establishment of a multifunctional center that integrates research and development, +operation, assembly and testing functions to strengthen our capabilities to develop and scale +intelligent robots for the next five years. The establishment of our own multifunctional +center addresses critical business needs by: (a) eliminating our current reliance on leased +office spaces which lack integrated facilities for final-stage assembly and testing; (b) +creating operational synergies through co-location of R&D and production teams to +accelerate product development cycles; and (c) achieving progressive cost savings through +asset ownership as we amortize the investment over our production lifecycle. Specifically: +(i) Approximately 10.0% of the net proceeds, or HK$99.5 million, will be used for the +construction of the new center necessary to house integrated robotics functions, with +the expenditure expected to be incurred between 2027 and 2029. +(ii) Approximately 5.0% of the net proceeds, or HK$49.8 million, will be allocated for +interior fit-out and functional upgrades to accommodate research and development and +operational workflows, with the expenditure expected to be incurred between 2028 and +2030. +(iii) Approximately 3.8% of the net proceeds, or HK$37.3 million, will be used for land +acquisition to establish the new center, with the expenditure expected to be incurred +between 2026 and 2028. +(iv) Approximately 1.2% of the net proceeds, or HK$12.4 million, will be used to purchase +robot debugging and testing equipment to enhance quality control and testing precision, +with the expenditure expected to be incurred between 2028 and 2030. +FUTURE PLANS AND USE OF PROCEEDS +– 251 – + + +--- page 260 --- + Approximately 15.0% of the net proceeds, or HK$149.3 million, will be used to pursue +acquisition and investment opportunities across the upstream and downstream segments of +the robotics value chain that may support the acquisition of advanced technologies and +strengthen our platform ecosystem for the next five years, particularly in areas such as +sensing systems, execution systems and integration solutions. When evaluating potential +acquisitions or investments, we will focus on targets that demonstrate strong alignment with +our strategic objectives through a combination of technical, commercial and operational +criteria, including but not limited to, for component suppliers, (a) the compatibility of the +target’s products with our controllers, and (b) proven commercial viability; and, for robot +manufacturers and integrators, (a) competitive positioning in terms of pricing, delivery lead +times and product quality, (b) proven commercial viability, and (c) established customer +relationships in 3C, automotive or semiconductor industries, among others. According to +CIC, fewer than 10,000 target component manufacturers which primarily focus on key +robotics components, such as sensors, actuators and control systems, and fewer than 5,000 +target robot body manufacturers and integrators focusing on the 3C, automotive, or +semiconductor industries with sustainable business operations, are available in the market, +based on the information extracted from company incorporation databases and relevant +business descriptions. As of the Latest Practicable Date, we did not identify any investment +or acquisition target or enter into any definitive investment or acquisition agreement. + Approximately 9.7% of the net proceeds, or HK$96.6 million, will be used to establish a +global sales system to increase market presence and support international growth over the +next five years, focusing on strengthening brand recognition, expanding marketing channels +and building a strong customer support network worldwide. We will establish dedicated +overseas sales and after-sales service teams in four key strategic markets: the United States, +Germany, Japan and Thailand. According to CIC, China’s industrial robot exports exceeded +RMB12.0 billion in 2025, representing a year-on-year increase of 48.7%, reflecting the +continued expansion of Chinese industrial intelligent robot companies in overseas markets. +In identifying these markets and formulating our expansion strategy, we considered factors +including robotics adoption level, policy support, market potential, customer requirements +and strategic fit with our product offerings. We intend to adopt differentiated product +positioning and localized commercialization strategies in these markets: + United States. According to CIC, the United States remains a key industrial +automation market, with approximately 400 thousand industrial robots operating in +factories. The U.S. government has launched the 2025 Project for the Advanced +Robotics in Manufacturing Innovation and planned to enhance investments to support +technical projects in areas such as robotic agility and multi-robot collaboration. Given +the relatively advanced robotics adoption and customers’ higher requirements for +precision, intelligence and reliability, we intend to focus on advanced adaptive robotic +products and solutions for application scenarios with higher technical requirements. +See “Regulatory Overview — U.S. Tariffs” for details of the applicability of the U.S. +tariffs and “Risk Factors — Risks Relating to Our Business and Industry — We may be +subject to the risks associated with international trade policies, geopolitics and trade +protection measures, including imposition of trade restrictions and sanctions, and our +reputation, business, financial condition and results of operations could be adversely +affected” for details of the relevant impacts on our business expansion. +FUTURE PLANS AND USE OF PROCEEDS +– 252 – + + +--- page 261 --- + Germany. According to CIC, Germany is a leading robotics market in Europe, with +approximately 300 thousand industrial robots currently operating. Growth of the +German industrial intelligent robot market has been supported by the recovery of the +automotive industry, the advancement of Industry 4.0 and demand from the metal +processing and electronics sectors. In Germany, we intend to focus on advanced +adaptive robotic products and solutions for high-precision and complex industrial +automation scenarios, supported by localized customer engagement and technical +services. + Japan. According to CIC, Japan has nearly 450 thousand industrial robots operating in +its factories and remains one of the world’s most robotized countries. Japan’s 2025 AI +Robot Application Strategy identifies industrial production lines as a key application +area and aims to accelerate the deployment of advanced technologies, including +industrial robots. In Japan, we intend to focus on technically demanding manufacturing +and automation scenarios where our adaptive robotic products and solutions can +address customers’ requirements for precision, reliability and flexible deployment. + Thailand. According to CIC, Thailand has the largest number of operating industrial +robots in Southeast Asia, while less than 20% of its nearly 150 thousand factories are +using industrial robots, indicating substantial untapped automation potential. Under the +“Thailand 4.0” strategy, the Board of Investment provides incentives such as tax +benefits to attract high-end manufacturing, including industrial intelligent robots. In +Thailand and other Southeast Asian markets, where demand for productivity +improvement and labor efficiency remains significant, we intend to deploy +cost-efficient models for mid-market and manufacturing customers and leverage local +partnerships to enhance market access and after-sales service coverage. +Our competitive strategy is supported by our product differentiation, mature technologies +and proven deployment experience across diverse scenarios. We have achieved ±2mm SLAM +positioning accuracy with our robots, outperforming existing market peers which typically +achieve above ±5mm, demonstrating our precision control capabilities in complex physical +environments. Complementing this technical strength, our adaptive robotic products are +designed to address application scenarios involving physical interaction, variability and +process complexity, with an average delivery cycle of below three months that enables rapid +deployment and iterative optimization. We believe such capabilities, together with our +experience in adapting and replicating successful solutions, will support our localized +commercialization in overseas markets. In addition, our planned overseas teams and local +partnerships are expected to enhance local market access and after-sales service coverage. +We plan to recruit a total of over 20 specialized staff members, consisting of sales +professionals and after-sales support technicians across these regions. All new hires will be +required to possess a minimum of three years of overseas sales or technical support +experience in relevant markets, with demonstrated industry knowledge and local market +expertise. Sales team members must have established local customer networks and proven +track records in their respective markets. After-sales team members will require technical +certifications in robotics maintenance and multilingual capabilities to effectively serve our +international customers. +We intend to implement approximately 110 targeted activities over the five-year period, +combining digital campaigns with physical industry engagements. Our online marketing +efforts (approximately 60 promotional activities) will run on Google and LinkedIn platforms +to generate qualified leads, while offline initiatives (approximately 50 events) will include +participation in major industry exhibitions such as IREX (Japan), ProMat (USA), Automate +(USA/Germany), and LogiMAT (Germany) to showcase our offerings and establish direct +customer relationships. +FUTURE PLANS AND USE OF PROCEEDS +– 253 – + + +--- page 262 --- +Specifically: +(i) Approximately 4.9% of the net proceeds, or HK$48.8 million, will be allocated to the +development and expansion of our overseas sales teams to attract top talent, provide +regional market expertise and elevate our capacity to drive sales growth across multiple +regions. +(ii) Approximately 2.9% of the net proceeds, or HK$29.2 million, will be used to build and +strengthen our marketing and brand presence globally, with an emphasis on overseas +markets, to strengthen digital marketing, media partnerships and local outreach. +(iii) Approximately 1.9% of the net proceeds, or HK$18.7 million, will be allocated to +establishing an after-sales service team overseas to provide customer support in global +markets in order to enhance product satisfaction and foster long-term loyalty. + Approximately 5.3% of the net proceeds, or HK$52.5 million, is expected to be used for +working capital and general corporate purposes. +If the net proceeds of the Global Offering are not immediately applied to the above purposes, we +will only deposit those net proceeds into short-term interest-bearing accounts at licensed commercial +banks and/or other authorized financial institutions (as defined under the Securities and Futures +Ordinance or applicable laws and regulations in other jurisdictions). +If the Offer Size Adjustment Option and the Over-allotment Option are exercised in full, we will +receive additional net proceeds of approximately HK$331.9 million for 3,385,300 H Shares to be +allotted and issued upon the Over-allotment Option based on the Offer Price of HK$101.60 per Offer +Share, and after deducting the underwriting fees and commissions payable by our Company. The +additional amount raised will be applied to the above areas of use of proceeds on a pro rata basis. +If any part of our plan does not proceed as planned for reasons such as changes in government +policies that would render any of our plans not viable, or the occurrence of force majeure events, our +Directors will carefully evaluate the situation and may reallocate the net proceeds from the Global +Offering. +We will issue an appropriate announcement if there is any material change to the above proposed +use of proceeds. +FUTURE PLANS AND USE OF PROCEEDS +– 254 – + + +--- page 263 --- +THE CORNERSTONE INVESTMENTS +We have entered into cornerstone investment agreements (each a “ Cornerstone Investment +Agreement ”, and together the “ Cornerstone Investment Agreements ”) with the cornerstone investors +set out below (each a “ Cornerstone Investor ”, and together the “ Cornerstone Investors ”), pursuant to +which the Cornerstone Investors have agreed to, subject to certain conditions, subscribe for or cause +their designated entities (including qualified domestic institutional investor(s) (“ QDII(s) ”) in respect of +Splendid Zhonghe Investment as approved by the relevant PRC authorities) to subscribe for such +number of Offer Shares (rounded down to the nearest whole board lot of 50 H Shares) which may be +purchased at the Offer Price with an aggregate amount of US$59.00 million (or approximately +HK$462.24 million, calculated based on the exchange rate set out in the section headed “Information +about this Prospectus and the Global Offering — Exchange Rate Conversion” in this prospectus) +(exclusive of brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee) +(the “ Cornerstone Investment ”). +Based on the Offer Price of HK$101.60 per Offer Share, the total number of Offer Shares to be +subscribed for by the Cornerstone Investors (including those to be subscribed through QDII(s)) would +be 4,549,400. The table below reflects the shareholding percentage immediately after the completion of +the Global Offering. +Assuming the Offer Size Adjustment Option is not exercised Assuming the Offer Size Adjustment Option is exercised in full +Assuming the Over-allotment +Option is not exercised +Assuming the Over-allotment +Option is exercised in full +Assuming the Over-allotment +Option is not exercised +Assuming the Over-allotment +Option is exercised in full +Approximate % +of the Offer +Shares +Approximate % +of the total +issued share +capital +Approximate % +of the Offer +Shares +Approximate % +of the total +issued share +capital +Approximate % +of the Offer +Shares +Approximate % +of the total +issued share +capital +Approximate % +of the Offer +Shares +Approximate % +of the total +issued share +capital +43.34% 4.12% 37.69% 4.06% 37.69% 4.06% 32.77% 3.99% +The Company is of the view that, (i) the Cornerstone Investment will ensure a reasonable size of +solid commitment at the beginning of the marketing period of the Global Offering and will provide +confidence to the market; and (ii) the Cornerstone Investment demonstrates our Cornerstone Investors’ +confidence in the Company and its business prospect and it will help raise the profile of the Company. +The Company became acquainted with each of the Cornerstone Investors through the Overall +Coordinators or the other Capital Market Intermediaries, the business network of the Group, or through +its existing Shareholder and Directors. +The Cornerstone Investment will form part of the International Offering, and the Cornerstone +Investors and their respective close associates will not subscribe for any Offer Shares under the Global +Offering other than pursuant to the Cornerstone Investment Agreements. The Offer Shares to be +subscribed for by the Cornerstone Investors (including those to be subscribed through QDII(s)) will +rank pari passu in all respects with the fully paid H Shares in issue following the completion of the +Global Offering and to be listed on the Stock Exchange. The Offer Shares to be subscribed for by the +Cornerstone Investors (including those to be subscribed through QDII(s)) will be counted towards the +public float of the Company under Rule 8.08 (as amended and replaced by Rule 19A.13A) of the +Listing Rules. +Immediately following the completion of the Global Offering, (i) none of the Cornerstone +Investors or their respective close associates will become a substantial shareholder of the Company; (ii) +none of the Cornerstone Investors or their respective close associates will have any Board +representation in the Company solely by virtue of its cornerstone investment; and (iii) no more than +50% of the securities in public hands at the time of Listing can be beneficially owned by the three +largest public Shareholders for the purpose of Rule 8.08(3) of the Listing Rules. +To the best knowledge of the Company, (i) each of the Cornerstone Investors is an independent +third party; (ii) none of the Cornerstone Investors is accustomed to taking instructions from the +Company, the Directors, chief executive of the Company, the Controlling Shareholders, substantial +Shareholders or existing Shareholders or any of its subsidiaries or their respective close associates in +CORNERSTONE INVESTORS +– 255 – + + +--- page 264 --- +relation to the acquisition, disposal, voting, or other disposition of H Shares registered in its name or +otherwise held by it; and (iii) none of the subscription for the relevant Offer Shares by the Cornerstone +Investors is financed by the Company, the Directors, chief executive of the Company, the Controlling +Shareholders, substantial Shareholders or existing Shareholders or any of its subsidiaries or their +respective close associates for the purpose of subscription of the Offer Shares. +To the best knowledge of the Company and as confirmed by each of the Cornerstone Investors, +they made their own independent decisions to enter into the Cornerstone Investment Agreements, and +their subscriptions under the Cornerstone Investment would be financed by their own internal resources. +Except the shareholder of GF Fund Management, none of the Cornerstone Investors or their +shareholder(s) are listed on any stock exchanges. The Cornerstone Investors have also confirmed that +all necessary approvals have been obtained with respect to the Cornerstone Investment and that no +specific approval from any stock exchange (if relevant) or their shareholders is required for the +Cornerstone Investment. Other than a guaranteed allocation of the relevant Offer Shares at the final +Offer Price, the Cornerstone Investors do not have any preferential rights in the Cornerstone Investment +Agreements compared with other public Shareholders. Other than the Cornerstone Investment +Agreements, as confirmed by each of the Cornerstone Investors, there are no side agreements or +arrangements between us and the Cornerstone Investors or any benefit, direct or indirect, conferred on +the Cornerstone Investors by virtue of or in relation to the Listing, other than a guaranteed allocation of +the relevant Offer Shares at the Offer Price. +The total number of Offer Shares to be subscribed for by the Cornerstone Investors (including +those to be subscribed through QDII(s)) under the Cornerstone Investment may be affected by +reallocation of the Offer Shares between the International Offering and the Hong Kong Public Offering +in the event of over-subscription under the Hong Kong Public Offering, as described in the paragraphs +headed “Structure of the Global Offering — The Hong Kong Public Offering — Reallocation” in this +prospectus. The number of Offer Shares to be acquired by each Cornerstone Investor may be deducted +on a pro rata basis in accordance with the terms of the Cornerstone Investment Agreements for the +purpose of satisfying (i) Rule 8.08(3) of the Listing Rules which provides that no more than 50% of the +H Shares in public hands on the Listing Date can be beneficially owned by the three largest public +Shareholders; (ii) the minimum public float requirement under Rule 19A.13A of the Listing Rules or as +otherwise approved by the Stock Exchange; (iii) the minimum free float requirement under Rule +19A.13C of the Listing Rules; (iv) Rule 18C.08 to the Listing Rules which provides that at least 50% +of the total number of shares offered in the initial public offering (excluding any shares to be issued +pursuant to the exercise of any Offer Size Adjustment Option and Over-allotment Option) of a +Specialist Technology Company must be taken up by independent price setting investors in the placing +tranche (whether as cornerstone investors or otherwise); and (v) 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 June 23, 2026. +The Cornerstone Investors have agreed to fully pay for the relevant Offer Shares that they have +subscribed for before dealings in the Company’s H Shares commence on the Stock Exchange. Pursuant +to the Cornerstone Investment Agreements, the Overall Coordinators (for themselves and on behalf of +the International Underwriters) have the discretion to effect a delayed delivery of the Offer Shares to be +subscribed for by each of the Cornerstone Investors (including those to be subscribed through QDII(s)) +on a date later than the Listing Date, subject to the conditions contained therein. Such delayed delivery +arrangement is in place to facilitate the over-allocation in the International Offering. There will be no +delayed delivery if there is no over-allocation in the International Offering. Where delayed delivery +takes place, each of the Cornerstone Investor has agreed that it shall nevertheless pay for the relevant +Offer Shares before the Listing. As such, there will be no deferred settlement of the investment amount +for the Offer Shares to be subscribed by the Cornerstone Investors (including those to be subscribed +through QDII(s)) pursuant to the Cornerstone Investment Agreement. +CORNERSTONE INVESTORS +– 256 – + + +--- page 265 --- +The table below sets out details of the Cornerstone Investment: +Based on the Offer Price of HK$101.60 +Assuming the Offer Size Adjustment Option is not exercised Assuming the Offer Size Adjustment Option is exercised in full +Assuming the Over-Allotment +Option is not exercised +Assuming the Over-Allotment +Option is fully exercised +Assuming the Over-Allotment +Option is not exercised +Assuming the Over-Allotment +Option is fully exercised +Cornerstone +Investor Subscription amount (1) +Number of +Offer Shares +to be +acquired (2) +Approximate +%o ft h e +Offer Shares +Approximate +%o ft h e +issued share +capital +Approximate +%o ft h e +Offer Shares +Approximate +%o ft h e +issued share +capital +Approximate +%o ft h e +Offer Shares +Approximate +%o ft h e +issued share +capital +Approximate +%o ft h e +Offer Shares +Approximate +%o ft h e +issued share +capital +HHLRA .. US$15.00 million (or approximately +HK$117.52 million) +1,156,650 11.02% 1.05% 9.58% 1.03% 9.58% 1.03% 8.33% 1.02% +Yuanbao +Family +Office .. +US$15.00 million (or approximately +HK$117.52 million) +1,156,650 11.02% 1.05% 9.58% 1.03% 9.58% 1.03% 8.33% 1.02% +3W Fund . US$10.00 million (or approximately +HK$78.35 million) +771,100 7.35% 0.70% 6.39% 0.69% 6.39% 0.69% 5.55% 0.68% +GF Fund .. US$6.00 million (or approximately +HK$47.01 million) +462,650 4.41% 0.42% 3.83% 0.41% 3.83% 0.41% 3.33% 0.41% +Ruihua +Investment. . +US$5.00 million (or approximately +HK$39.17 million) +385,550 3.67% 0.35% 3.19% 0.34% 3.19% 0.34% 2.78% 0.34% +Zhonghe +Capital .. +US$3.00 million (or approximately +HK$23.50 million) +231,300 2.20% 0.21% 1.92% 0.21% 1.92% 0.21% 1.67% 0.20% +Yishao +Capital .. +US$3.00 million (or approximately +HK$23.50 million) +231,300 2.20% 0.21% 1.92% 0.21% 1.92% 0.21% 1.67% 0.20% +Nova Kerry +Inc. ... +US$2.00 million (or approximately +HK$15.67 million) +154,200 1.47% 0.14% 1.28% 0.14% 1.28% 0.14% 1.11% 0.14% +Total ... US$59.00 million (or approximately +HK$462.24 million) +4,549,400 43.34% 4.12% 37.69% 4.06% 37.69% 4.06% 32.77% 3.99%Notes: +(1) Calculated based on the exchange rate set out in the section headed “Information about this Prospectus and the Global +Offering — Exchange Rate Conversion” in this prospectus. +(2) Rounded down to the nearest whole board lot of 50 H Shares. +THE CORNERSTONE INVESTORS +The information about our Cornerstone Investors set forth below has been provided by the +Cornerstone Investors in connection with the Cornerstone Investment. +HHLRA +HHLR Advisors, Ltd. (“ HHLRA ”), part of the Hillhouse Group, is an exempted company +incorporated in the Cayman Islands that acts as the investment manager of investment funds +(collectively the “ HHLRA Funds ”), which are limited partnerships formed under the laws of the +Cayman Islands. There is no individual limited partner investor who holds an economic interest of 30% +or more in the HHLRA Funds. HHLRA intends to hold the Offer Shares through one of the HHLRA +Funds, namely HACF, L.P. +HHLRA collaborates with industry-defining enterprises, aiming to establish alignment with +sustainable, forward-thinking companies across industrial, consumer, healthcare and business services +sectors. HHLRA manages capital for global institutions, including non-profit foundations, endowments, +and pensions. HHLRA is entering the Cornerstone Investment Agreement with the Company in its +capacity as an investment manager and on behalf of the HHLRA Funds. +CORNERSTONE INVESTORS +– 257 – + + +--- page 266 --- +Yuanbao Family Office +Yuanbao Family Office Limited (“ Yuanbao Family Office (፬ )”) is a company +incorporated in Hong Kong. The principal investment objective of Yuanbao Family Office is to +maximize absolute return and seek long-term capital growth primarily through fundamental investment +principle with a value approach. Mr. Zhang Wei, founder and ultimate beneficial owner of Yuanbao +Family Office, holds 30% or more of the ownership interests therein. None of the other single +shareholders holds 30% or more of the interests in Yuanbao Family Office. +3W Fund +3W Fund Management Limited (“ 3W Fund ”) is incorporated in Hong Kong with limited liability +and licensed by the SFC to carry out type 9 (asset management) regulated activity. 3W Fund has agreed +to procure 3W Global Fund, over which 3W Fund has discretionary investment management power, to +subscribe for such number of the Offer Shares. 3W Global Fund pursues to maximize absolute return +and seek long-term capital growth primarily through fundamental investment principle with value +approach. 3W Fund is wholly owned by Mr. Wu Weiwei. No single investor holds 30% or more of the +interests in 3W Global Fund. +GF Fund +GF Fund Management Co., Ltd. (ʮ̡ )( “ GF Fund Management ”) and GF +International Investment Management Limited (ʮ̡ )( “ 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 exceeded RMB 2 trillion. It offers a comprehensive range of product offerings, +covering active equity, bonds, money market, overseas investments, passive investments, FOF, and +quantitative hedging, among others, to meet the diversified investment needs of domestic and +international clients. The controlling shareholder of GF Fund Management is GF Securities Co., Ltd. +(ʮ̡ )( “ GF Securities ”), a limited company listed on the Stock Exchange (stock +code: 1776) and the Shenzhen 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 SFC 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 and overseas markets. +Leveraging the investment and research capabilities of GF Fund Management and its competitive +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 Fund Management and GF Fund HK, each fund is an +independent third party, and no ultimate beneficial owner holds 30% or more of the interest. +Ruihua Investment +Ruihua (International) Investment Limited ( ๿ശ(਷ყ)ʮ̡ )( “ Ruihua Investment ”) is a +limited company incorporated in the British Virgin Islands and is principally engaged in equity +investment activities in global markets. Ruihua Investment is wholly owned by Hong Kong Ruihua +Investment Management Limited (“ Hong Kong Ruihua ”), which is ultimately controlled by Mr. Zhang +CORNERSTONE INVESTORS +– 258 – + + +--- page 267 --- +Jianbin (ⅳܔand is primarily engaged in securities market investments. Mr. Zhang Jianbin, who +holds 30% or more of the interest in Hong Kong Ruihua, is an independent third party. None of the +other single shareholders holds 30% or more of the interests in Hong Kong Ruihua. +Zhonghe Capital +Splendid Zhonghe (Tianjin) Investment Management Co., Ltd. ( ᎀᔐʕձ(ݵ)ʮ +̡)( “ Splendid Zhonghe Investment ”) is entering into the Cornerstone Investment Agreement with the +Company. Splendid Zhonghe Investment is a limited liability company incorporated in China on +January 17, 2017. It is a wholly-owned subsidiary of Splendid Zhonghe (Beijing) Capital Co., Ltd. ( ᎀ +ᔐʕձ(̏ԯ)ʮ̡ )( “ Zhonghe Capital ”), which is a full-industry-chain investment +platform incorporated in China on August 20, 2012, with cumulative assets under management +exceeding RMB29 billion. Leveraging its extensive experience in capital market investments, Zhonghe +Capital has completed strategic investments in more than 200 distinguished listed companies and +growth enterprises, and has developed profound industry expertise and robust resource integration +capabilities across its target sectors. As of the Latest Practicable Date, Zhonghe Capital has nine +shareholders in total. Mr. Zhang Jingting (ࢬan independent third party, beneficially owns +30.80% of the equity interests in Zhonghe Capital, and no other shareholder holds 30% or more of the +equity interest in Zhonghe Capital. +Yishao Capital +Yishao Capital Management (HK) Limited (“ Yishao Capital ”) is a company incorporated in Hong +Kong on July 10, 2018. Yishao Capital is investing on a proprietary basis. It is ultimately controlled by +Mr. Wang Ruxian ( ˮϧ΋) and no other shareholder holds 30% or more of the equity interest in Yishao +Capital. Yishao Capital is managed by senior investors with more than 18 years of experience in the +U.S. and Hong Kong equity markets, focusing on leading companies in innovation-driven sectors such +as advanced technology, biotechnology, semiconductor design and manufacturing, AI applications, and +robotics automation. The investment team is among the earliest Chinese investment professionals to +build deep positions in GPUs, semiconductor production, and global AI leaders — long before these +companies became some of the world’s largest by market capitalization. Yishao Capital maintains a +long-term conviction in the structural value of biotechnology, AI, semiconductor design and +manufacturing, automation, and robotics, and holds sustained positions in industry-leading companies +across these fields. +Nova Kerry Inc. +Nova Kerry Inc. is investing on a proprietary basis. It is a wholly-owned subsidiary of Advantage +China Consumer Fund (“ ACCF Capital ”). ACCF Capital is owned as to 90% by JW New Energy +Limited, which is wholly owned by Dr. Wang Jun, an experienced private equity investor in Asia. +ACCF Capital invests primarily in technology and consumer space. +CLOSING CONDITIONS +The subscription obligation of each of the Cornerstone Investors under the Cornerstone Investment +Agreements is subject to, among other things, the following closing conditions: +(a) the underwriting agreements for the Hong Kong Public Offering and the International +Offering being entered into and having become effective and unconditional (in accordance +with their respective original terms or as subsequently waived or varied by agreement of the +parties thereto) by no later than the time and date as specified in these underwriting +agreements, and neither of the aforesaid underwriting agreements having been terminated; +(b) the Offer Price having been agreed between the Company and the Overall Coordinators (for +themselves and on behalf of the underwriters of the Global Offering); +CORNERSTONE INVESTORS +– 259 – + + +--- page 268 --- +(c) the Listing Committee of the Stock Exchange having granted the approval for the listing of, +and permission to deal in, the H Shares (including the Investors Shares) 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) the CSRC having accepted the CSRC Filings and published the filing results in respect of +the CSRC Filings on its website, and such notice of acceptance and/or filing results +published not having otherwise been rejected, withdrawn, revoked or invalidated prior to the +commencement of dealings in the H Shares on the Stock Exchange; +(e) no laws shall have been enacted or promulgated by any governmental authority which +prohibits the consummation of the transactions contemplated in the Global Offering or +herein and there shall be no orders or injunctions from a court of competent jurisdiction in +effect precluding or prohibiting consummation of such transactions; and +(f) the respective agreements, representations, warranties, undertakings, acknowledgements and +confirmations of the Cornerstone Investor under the Cornerstone Investment Agreement are +true, accurate and complete in all respects and not misleading and that there is no material +breach of such Cornerstone Investment Agreement on the part of the Cornerstone Investor. +RESTRICTIONS ON DISPOSALS BY THE CORNERSTONE INVESTORS +Each of the Cornerstone Investors has agreed that it will not, whether directly or indirectly, at any +time during the period of six months from and including the Listing Date (the “ Lock-up Period ”), +dispose of any of the Offer Shares they have subscribed for pursuant to the relevant Cornerstone +Investment Agreement, save for in certain limited circumstances, such as transfers to any of its +wholly-owned subsidiaries who will be bound by the same obligations of such Cornerstone Investor, +including the Lock-up Period restriction. +CORNERSTONE INVESTORS +– 260 – + + +--- page 269 --- +HONG KONG UNDERWRITERS +China International Capital Corporation Hong Kong Securities Limited +CMB International Capital Limited +Soochow Securities International Brokerage Limited +BOCI Asia Limited +Futu Securities International (Hong Kong) Limited +Tiger Brokers (HK) Global Limited +Zheshang International Financial Holdings Co., Limited +ABCI Securities Company Limited +UNDERWRITING ARRANGEMENTS AND EXPENSES +The Hong Kong Public Offering +Hong Kong Underwriting Agreement +Pursuant to the Hong Kong Underwriting Agreement, our Company is offering initially 524,900 +Hong Kong Offer Shares (subject to reallocation) for subscription by the public in Hong Kong on and +subject to the terms and conditions of this prospectus at the Offer Price. +Subject to the Listing Committee granting approval for the listing of, and permission to deal in, +the H Shares to be issued pursuant to the Global Offering (including any H Shares which may be issued +pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option) and +certain other conditions set out in the Hong Kong Underwriting Agreement, the Hong Kong +Underwriters have agreed to severally (and not jointly or jointly and severally) to subscribe or procure +subscribers for their respective applicable proportions of the Hong Kong Offer Shares now being +offered which are not taken up under the Hong Kong Public Offering on and subject to the terms and +conditions of this prospectus and the Hong Kong Underwriting Agreement. +The Hong Kong Underwriting Agreement is conditional upon and subject to, among other things, +the International Underwriting Agreement having been signed and becoming unconditional and not +having been terminated in accordance with its terms. +Grounds for Termination +The 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 Listing Date: +(a) there develops, occurs, exists or comes into force: +(i) any new laws or any change or development involving a prospective change or any +event or series of events or circumstances likely to result in a change or a development +involving a prospective change in existing laws or regulations, or the interpretation or +application thereof by any court or any competent authority in or affecting Hong Kong, +the PRC, United States, the United Kingdom, the European Union (or any member +thereof), or other jurisdictions relevant to the Group’s business operations or the +Global Offering (each a “ Relevant Jurisdiction ” and collectively, the “ Relevant +Jurisdictions ”); or +(ii) any change or development involving a prospective change, or any event or series of +events or circumstances likely to result in a change or prospective change, in any local, +national, regional or international financial, political, military, industrial, economic, +fiscal, legal, regulatory, currency, credit or market conditions or sentiments, taxation, +equity securities or currency exchange rate or controls or any monetary or trading +settlement system, or foreign investment regulations (including, without limitation, a +devaluation of the Hong Kong dollar, United States dollar or Renminbi against any +UNDERWRITING +– 261 – + + +--- page 270 --- +foreign currencies, a change in the system under which the value of the Hong Kong +dollar is linked to that of the United States dollar or the Renminbi is linked to any +foreign currency or currencies) or other financial markets (including, without +limitation, conditions and sentiments in stock and bond markets, money and foreign +exchange markets, the inter-bank markets and credit markets) in or affecting any +Relevant Jurisdictions, or affecting an investment in the Offer Shares; or +(iii) any event or series of events, or circumstances in the nature of force majeure +(including, without limitation, any acts of government, declaration of a regional, +national or international emergency or war, calamity, crisis, economic sanctions, +strikes, labor disputes, other industrial actions, lock-outs, fire, explosion, flooding, +tsunami, earthquake, volcanic eruption, civil commotion, riots, rebellion, public +disorder, paralysis in government operations, acts of war, epidemic, pandemic, outbreak +or escalation, mutation or aggravation of diseases, accident or interruption or delay in +transportation, local, national, regional or international outbreak or escalation of +hostilities (whether or not war is or has been declared), act of God or act of terrorism +(whether or not responsibility has been claimed)) in or affecting any of the Relevant +Jurisdictions; or +(iv) the imposition or declaration of any moratorium, suspension or limitation (including +without limitation, any imposition of or requirement for any minimum or maximum +price limit or price range) on (i) the trading in shares or securities generally on the +Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the New +York Stock Exchange or the NASDAQ Global Market; or (ii) the trading in any +securities of the Company listed or quoted on a stock exchange or an over-the-counter +market; or +(v) the imposition or declaration of any general moratorium on banking activities in or +affecting any of the Relevant Jurisdictions or any disruption in commercial banking or +foreign exchange trading or securities settlement or clearing services, procedures or +matters in or affecting any of the Relevant Jurisdictions; or +(vi) other than with the prior written consent of the Overall Coordinators, the issue or +requirement to issue by our Company of a supplement or amendment to the prospectus +or other documents in connection with the offer and sale of the Offer Shares pursuant +to the Companies (Winding up and Miscellaneous Provisions) Ordinance or the Listing +Rules or upon any requirement or request of the Stock Exchange and/or the SFC; or +(vii) the commencement by any authority or other regulatory or political body or +organization of any public action or investigation against any member of our Group +(the “ Group Company ”) or a Director, or any senior management members named in +the prospectus or announcing an intention to take any such action; or +(viii) the imposition of sanctions or export controls in whatever form, directly or indirectly, +on any Group Company or any of the Controlling Shareholders or by or on any +Relevant Jurisdiction, or the withdrawal of trading privileges which existed on the date +of Hong Kong Underwriting Agreement, in whatever form, directly or indirectly, by, or +for, any Relevant Jurisdiction; or +(ix) any valid demand by creditors for payment or repayment of indebtedness of any +member of the Group or in respect of which any member of the Group is liable prior to +its stated maturity; or +(x) any non-compliance of the prospectus (or any other documents used in connection with +the con-templated offering, allotment, issue, subscription or sale of any of the Offer +Shares), the CSRC Filings (as defined in the Hong Kong Underwriting Agreement) or +any aspect of the Global Offering with the Listing Rules or any other applicable Laws; +or +UNDERWRITING +– 262 – + + +--- page 271 --- +(xi) any litigation, dispute, legal action or claim or regulatory or administrative +investigation or action being threatened, instigated or announced against any member +of our Group or any Controlling Shareholder or any Director or any senior management +members named in the prospectus; or +(xii) any contravention by any Group Company or any Director of the Listing Rules or +applicable laws; or +(xiii) any change or prospective change, or a materialization of, any of the risks set out in +the section headed “Risk Factors” in the prospectus, +which, in any such case individually or in the aggregate, in the sole and absolute opinion of +the Sole Sponsor and the Overall Coordinators (for themselves and on behalf of the Hong +Kong Underwriters): (A) has or will or may have a Material Adverse Effect (as defined in +the Hong Kong Underwriting Agreement); (B) has or will or may have a material adverse +effect on the success of the Global Offering or the level of applications under the Hong +Kong Public Offering or the level of indications of interest under the International Offering; +or (C) makes or will make or may make it impracticable, inadvisable, inexpedient or +incapable for any material part of the Hong Kong Underwriting Agreement, the Hong Kong +Public Offering or the Global Offering to be performed or implemented as envisaged, or for +the Hong Kong Public Offering and/or the Global Offering to proceed, or to market the +Global Offering, or the delivery or distribution of the Offer Shares on the terms and in the +manner contemplated by the Offering Documents (as defined in the Hong Kong +Underwriting Agreement); or (D) has or will or may have the effect of making any part of +the Hong Kong Underwriting Agreement (including underwriting) incapable of performance +in accordance with its terms or preventing the processing of applications and/or payments +pursuant to the Global Offering or pursuant to the underwriting thereof; or +(b) there has come to the notice of the Sole Sponsor and the Overall Coordinators (for +themselves and on behalf of the Hong Kong Underwriters) that: +(i) any statement contained in any of the Offering Documents, the CSRC Filings and/or +any notices, announcements, advertisements, communications issued by or on behalf of +our Company in connection with the Hong Kong Public Offering (including any +supplement or amendment thereto) (the “ Global Offering Documents ”) was, when it +was issued, untrue, incorrect, inaccurate in any material respect or misleading; or that +any estimate, forecast, expression of opinion, intention or expectation contained in any +such documents, was, when it was issued, unfair or misleading in any respect or based +on untrue, dishonest or unreasonable assumptions or given in bad faith; or +(ii) any matter has arisen or has been discovered which would, had it arisen or been +discovered immediately before the date of the prospectus, constitute a material +omission or misstatement in any Global Offering Document; or +(iii) any breach of, or any event or circumstance rendering untrue or incorrect or misleading +in any respect, any of the representations, warranties and undertakings given by our +Company or the Controlling Shareholders in the Hong Kong Underwriting Agreement +or in the International Underwriting Agreement; or +(iv) any event, act or omission which gives rise or is likely to give rise to any liability of +any of the Indemnifying Parties pursuant to the indemnities in the Hong Kong +Underwriting Agreement; or +(v) any material breach of any of the obligations or undertakings imposed upon any party +to Hong Kong Underwriting Agreement, the Cornerstone Investment Agreements, the +International Underwriting Agreement (other than upon any of the Hong Kong +Underwriters or the International Underwriters); or +UNDERWRITING +– 263 – + + +--- page 272 --- +(vi) any Material Adverse Change; or +(vii) that the Chairman of the Board, any Director or any member of senior management of +the Company named in the Prospectus seeks to retire, or is removed from office or +vacating his/her office; or +(viii) any Director or any member of senior management of our Company named in the +prospectus is being charged with an indictable offence or prohibited by operation of +law or otherwise disqualified from taking part in the management or taking directorship +of a company; or +(ix) our Company withdraws the prospectus (and/or any other documents used in +connection with the subscription or sale of any of the Offer Shares pursuant to the +Global Offering) or the Global Offering; or +(x) that the approval by the Listing Committee of the listing of, and permission to deal in, +the Shares in issue and to be issued pursuant to the Global Offering (including pursuant +to any exercise of the Over-allotment Option) is refused or not granted, other than +subject to customary conditions, on or before the Listing Date, or if granted, the +approval is subsequently withdrawn, cancelled, qualified (other than by customary +conditions), revoked or withheld; or +(xi) any expert specified in the prospectus (other than the Sole Sponsor) has withdrawn its +consent to the issue of the prospectus with the inclusion of its reports, letters and/or +legal opinions (as the case may be) and references to its name included in the form and +context in which it respectively appears; or +(xii) any prohibition on our Company for whatever reason from offering, allotting, issuing +or selling any of the Offer Shares pursuant to the terms of the Global Offering; or +(xiii) an order or petition is presented for the winding-up or liquidation of any member of +our Group, or any member of our Group makes any composition or arrangement with +its creditors or enters into a scheme of arrangement or any resolution is passed for the +winding-up of any member of our Group or a provisional liquidator, receiver or +manager is appointed over all or part of the assets or undertaking of any member of +our Group or anything analogous thereto occurs in respect of any member of our +Group; or +(xiv) (A) the notice of acceptance of the CSRC Filings issued by the CSRC and/or the +results of the CSRC Filings published on the website of the CSRC is rejected, +withdrawn, revoked or invalidated; or (B) other than with the prior written consent of +the Overall Coordinators, the issue or requirement to issue by our Company of a +supplement or amendment to the CSRC Filings pursuant to the CSRC Rules (as defined +in the Hong Kong Underwriting Agreement) or upon any requirement or request of the +CSRC; or (C) any non-compliance of the CSRC Filings with the CSRC Rules or any +other applicable Laws; or +(xv) that a material portion of the orders placed or confirmed in the bookbuilding process +have been withdrawn, terminated or cancelled, or with respect to which the payment of +the relevant orders and/or investment commitment has not been received or settled in +the stipulated time and manner or otherwise, +then, in each case, the Overall Coordinators (for themselves and on behalf of the Hong Kong +Underwriters) may, in their sole and absolute discretion and upon giving notice in writing to +the Company, terminate the Hong Kong Underwriting Agreement with immediate effect. +UNDERWRITING +– 264 – + + +--- page 273 --- +Undertakings to the Stock Exchange Pursuant to the Listing Rules +Undertakings by our Company +In accordance with 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 +(whether or not of a class already listed) may be issued or sold or transferred out of treasury or form +the subject of any agreement to such an issue, or sale or transfer out of treasury within six months from +the date on which the H Shares of our Company first commence dealing on the Stock Exchange +(whether or not such issue of shares or securities, or sale or transfer of treasury shares will be +completed within six months from the commencement of dealing), except for the issue of shares or +securities pursuant to the Global Offering (including the exercise of the Offer Size Adjustment Option +and the Over-allotment Option, if any) or for circumstances permitted under Rule 10.08 of the Listing +Rules. +Undertakings by our Controlling Shareholders +Pursuant to Rules 10.07 and 18C.13 of the Listing Rules, each of our Controlling Shareholders +has irrevocably and unconditionally undertaken to us and to the Stock Exchange that it/he, in the period +commencing on the date by reference to which disclosure of the shareholdings of its/his is made in this +prospectus and ending on the date which is 12 months from the Listing Date, except pursuant to the +Global Offering (including the exercise of the Offer Size Adjustment Option and the Over-Allotment +Option, if any), without the prior written consent of the Stock Exchange or unless otherwise in +compliance with the requirements of the Listing Rules, will not and will procure that the relevant +registered holders of the Shares in which it/he is beneficially interested will not, dispose of, nor enter +into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in +respect of, any of the Shares in respect of which they are shown by this prospectus that it/he is the +beneficial owners, provided that the above shall not prevent it/him from using Shares or securities of +the Company beneficially owned by it/him as security (including a charge or a pledge) in favor of an +authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) +for a bona fide commercial loan. +Each of our Controlling Shareholders has further irrevocably and unconditionally undertaken to us +and the Stock Exchange that, within the period commencing on the date by reference to which +disclosure of the shareholdings of its/his is made in this prospectus and ending on the date which is 12 +months from the Listing Date, it/he will: +(a) when it/he pledges or charges any Shares beneficially owned by it/him in favor of an +authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of +Hong Kong)) for a bona fide commercial loan pursuant to Note (2) to Rule 10.07(2) of the +Listing Rules, immediately inform us of such pledge or charge together with the number of +Shares so pledged or charged; and +(b) when it/he receives indications, either verbal or written, from the pledgee or chargee that +any of the pledged or charged Shares will be disposed of, immediately inform us of such +indications. +We will also inform the Stock Exchange as soon as we have been informed of the matters +mentioned in the paragraphs (a) and (b) above by any of our Controlling Shareholders and make a +public disclosure in relation to such information by way of an announcement in accordance with the +Listing Rules as soon as possible. +Undertakings by the Key Persons +Pursuant to Rule 18C.14(1) of the Listing Rules, each of the key persons of our Company and +their close associates (the “ Key Persons ”), as identified under “History, Development and Corporate +Structure — Lock-up Period,” has irrevocably and unconditionally undertaken to us and to the Stock +UNDERWRITING +– 265 – + + +--- page 274 --- +Exchange that it/he, in the period commencing on the date by reference to which disclosure of the +shareholdings of its/his is made in this prospectus and ending on the date which is 12 months from the +Listing Date, +(a) except pursuant to the Global Offering (including the exercise of the Offer Size Adjustment +Option and the Over-allotment Option, if any) or otherwise permitted under Rule 18C.15 and +18C.16 of the Listing Rules, will not and will procure that the relevant registered holders of +the Shares in which it/he is beneficially interested will not, dispose of, nor enter into any +agreement to dispose of or otherwise create any options, rights, interests or encumbrances in +respect of, any of the Shares in respect of which they are shown by this prospectus that it/he +is the beneficial owners; +(b) when it/he pledges or charges any Shares beneficially owned by it/him in favor of an +authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of +Hong Kong)) pursuant to Note 2 to Rule 10.07(2) as modified by Rule 18C.14 of the Listing +Rules, immediately inform us of such pledge or charge together with the number of Shares +so pledged or charged; and +(c) when it/he receives indications, either verbal or written, from the pledgee or chargee that +any of the pledged or charged Shares will be disposed of, immediately inform us of such +indications. +We will also inform the Stock Exchange as soon as we have been informed of the matters +mentioned in the paragraphs (b) and (c) above by any of the Key Persons and make a public disclosure +in relation to such information by way of an announcement in accordance with the Listing Rules as +soon as possible. +Undertakings by the Pathfinder SIIs +Pursuant to Rule 18C.14(2) of the Listing Rules, each of the Pathfinder SIIs has irrevocably and +unconditionally undertaken to us and to the Stock Exchange that it, in the period commencing on the +date by reference to which disclosure of the shareholdings of its is made in this prospectus and ending +on the date which is six months from the Listing Date, +(a) except pursuant to the Global Offering (including the exercise of the Offer Size Adjustment +Option and the Over-allotment Option, if any) or otherwise permitted under Rule 18C.15 and +18C.16 of the Listing Rules, will not and will procure that the relevant registered holders of +the Shares in which it is beneficially interested will not, dispose of, nor enter into any +agreement to dispose of or otherwise create any options, rights, interests or encumbrances in +respect of, any of the Shares in respect of which they are shown by this prospectus that it is +the beneficial owners; +(b) when it pledges or charges any Shares beneficially owned by it in favor of an authorized +institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) +pursuant to Note 2 to Rule 10.07(2) as modified by Rule 18C.14 of the Listing Rules, +immediately inform us of such pledge or charge together with the number of Shares so +pledged or charged; and +(c) when it receives indications, either verbal or written, from the pledgee or chargee that any of +the pledged or charged Shares will be disposed of, immediately inform us of such +indications. +We will also inform the Stock Exchange as soon as we have been informed of the matters +mentioned in the paragraphs (b) and (c) above by any of the Pathfinder SIIs and make a public +disclosure in relation to such information by way of an announcement in accordance with the Listing +Rules as soon as possible. +UNDERWRITING +– 266 – + + +--- page 275 --- +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 Capital Market Intermediaries, the Joint +Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters that except pursuant to the +Global Offering (including pursuant to the Offer Size Adjustment Option and the Over-allotment +Option), at any time after the date of the Hong Kong Underwriting Agreement up to and including the +date falling six months after the Listing Date (the “ First Six-Month Period ”), it will not, without the +prior written consent of the Sole Sponsor and the Overall Coordinators (for themselves and on behalf of +the Hong Kong Underwriters) and unless in compliance with the requirements of the Listing Rules: +(a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to +allot, issue or sell, assign, mortgage, charge, pledge, hypothecate, lend, grant or sell any +option, warrant, contract or right to subscribe for or purchase, grant or purchase any option, +warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose of or create +an Encumbrance (as defined in the Hong Kong Underwriting Agreement) over, or agree to +transfer or dispose of or create an Encumbrance over, either directly or indirectly, +conditionally or unconditionally, or repurchase, any legal or beneficial interest in the share +capital or any other securities of our Company or any interest in any of the foregoing +(including, without limitation, any securities convertible into or exchangeable or exercisable +for or that represent the right to receive, or any warrants or other rights to purchase any +share capital or other securities of our Company, as applicable), or deposit any share capital +or other securities of our Company, as applicable, with a depositary in connection with the +issue of depositary receipts; or +(b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of +the economic consequences of ownership (legal or beneficial) of the Shares or any other +securities of our 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 Shares); or +(c) enter into any transaction with the same economic effect as any transaction described in +paragraphs (a) or (b) above; or +(d) offer to or agree to do any of the foregoing specified in paragraphs (a), (b) or (c) or +announce any intention to do so, +in each case, whether any of the foregoing transactions is to be settled by delivery of share capital or +such other securities of our Company, in cash or otherwise (whether or not the issue of such share +capital or other equity securities will be completed within the First Six-Month Period). Our Company +further agrees that, in the event our Company is allowed to enter into any of the transactions described +in paragraphs (a), (b) or (c) above or offers to or agrees to or announces any intention to effect any +such transaction during the period of six months commencing on the date on which the First Six-Month +Period expires (the “ Second Six-Month Period ”), it will take all reasonable steps to ensure that such +an issue or disposal will not, and no other act of our Company will, create a disorderly or false market +for any Shares or other securities of our Company. +Our Controlling Shareholders have undertaken to each of the Sole Sponsor, the Sponsor-Overall +Coordinator, the Overall Coordinators, the Joint Global Coordinators, the Capital Market +Intermediaries, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters that +it/he shall procure our Company to comply with the undertakings. +UNDERWRITING +– 267 – + + +--- page 276 --- +Undertakings by our Controlling Shareholders +Each of our Controlling Shareholder has undertaken to each of our Company, the Sole Sponsor, +the Sponsor-Overall Coordinator, the Overall Coordinators, the Joint Global Coordinators, the Capital +Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong +Underwriters that, without the prior written consent of the Sole Sponsor and the Overall Coordinators +(for themselves and on behalf of the Hong Kong Underwriters) and unless in compliance with the +requirements of the Listing Rules: +(a) it/he will not, and will procure that the relevant registered holder(s), any nominee or trustee +holding on trust for it/him and the companies controlled by it/him will not, at any time +during the First Six-Month Period, (i) sell, offer to sell, accept subscription for, contract or +agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any +option, warrant, contract or right to purchase, grant or purchase any option, warrant, contract +or right to sell, or otherwise transfer or dispose of or create an Encumbrance over, or agree +to transfer or dispose of or create an Encumbrance over, either directly or indirectly, +conditionally or unconditionally, any Shares or other securities of our Company or any +interest therein (including, without limitation, any securities convertible into or exchangeable +or exercisable for or that represent the right to receive, or any warrants or other rights to +purchase, any Shares or any such other securities, as applicable or any interest in any of the +foregoing), or deposit any Shares or other securities of our Company with a depositary in +connection with the issue of depositary receipts, or (ii) enter into any swap or other +arrangement that transfers to another, in whole or in part, any of the economic consequences +of ownership (legal or beneficial) of any Shares or other securities of our Company or any +interest therein (including, without limitation, any securities convertible into or exchangeable +or exercisable for or that represent the right to receive, or any warrants or other rights to +purchase, any Shares or any such other securities, as applicable or any interest in any of the +foregoing), or (iii) enter into any transaction with the same economic effect as any +transaction specified in (i) or (ii) above, or (iv) offer to or agree to or announce any +intention to effect any transaction specified in (i), (ii) or (iii) above, in each case, whether +any of the transactions specified in (i), (ii) or (iii) above is to be settled by delivery of +Shares or other securities of our Company or in cash or otherwise, and whether or not the +transactions will be completed within the First Six-Month Period; and +(b) it/he will not, during the Second Six-Month Period, enter into any of the transactions +specified in paragraphs (a)(i), (ii) or (iii) above or offer to or agree to contract to or publicly +announce any intention to effect any such transaction if, immediately following any sale, +transfer or disposal or upon the exercise or enforcement of any option, right, interest or +Encumbrance pursuant to such transaction, it will cease to be a Controlling Shareholder or a +member of a group of our Controlling Shareholders or would together with the other +Controlling Shareholders cease to be “Controlling Shareholders” of our Company; and +(c) until the expiry of the Second Six-Month Period, in the event that it enters into any of the +transactions specified in paragraphs (a)(i), (ii) or (iii) or offer to or agrees to or contract to +or publicly announce any intention to effect any such transaction, it/he will take all +reasonable steps to ensure that such a disposal will not create a disorderly or false market in +the securities of our Company. +UNDERWRITING +– 268 – + + +--- page 277 --- +The restrictions above shall not prevent our Controlling Shareholders from (i) purchasing +additional Shares or other securities of our Company and disposing of such additional Shares or +securities of our Company in accordance with the Listing Rules, provided that any such purchase or +disposal does not contravene the lock-up arrangements with our Controlling Shareholders referred to +above or the compliance by our Company with the minimum public float requirements under the Listing +Rules, and (ii) using the Shares or other securities of our Company or any interest therein beneficially +owned by them as security (including a charge or a pledge) in favor of an authorized institution (as +defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) for a bona fide +commercial loan, provided that (a) the relevant Controlling Shareholder will immediately inform our +Company and the Overall Coordinators in writing of such pledge or charge together with the number of +Shares or other securities of our Company so pledged or charged if and when it/he or the relevant +registered holder(s) pledges or charges any Shares or other securities of our Company beneficially +owned by it/him, and (b) when the relevant Controlling Shareholder receives indications, either verbal +or written, from the pledgee or chargee of any Shares that any of the pledged or charged Shares or +other securities of our Company will be disposed of, it/he will immediately inform our Company and +the Overall Coordinators of such indications. +Our Company has undertaken to the Sole Sponsor, the Sponsor-Overall Coordinator, the Overall +Coordinators, the Joint Global Coordinators, the Capital Market Intermediaries, the Joint Bookrunners, +the Joint Lead Managers and the Hong Kong Underwriters that upon receiving such information in +writing from our Controlling Shareholders, it will, as soon as practicable and if required pursuant to the +Listing Rules, the SFO and/or any other applicable laws, notify the Stock Exchange and/or other +relevant authorities, and make a public disclosure in relation to such information by way of an +announcement. +Indemnity +Each of our Company and our Controlling Shareholders has agreed to indemnify, among others, +the Sole Sponsor, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the +Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters for certain +losses which they may suffer, including, amongst others, losses arising from their performance of their +obligations under the Hong Kong Underwriting Agreement and any breach by them, respectively of the +Hong Kong Underwriting Agreement or certain provisions thereof. +Sole Sponsor’s Fee +An amount of US$600,000 is payable by our Company as sponsor fees to the Sole Sponsor. +The International Offering +In connection with the International Offering, it is expected that our Company will enter into the +International Underwriting Agreement with, among others, the Overall Coordinators, the Joint Global +Coordinators, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters. +Under the International Underwriting Agreement, the International Underwriters will, subject to certain +conditions set out therein, severally and not jointly, agree to procure subscribers or purchasers for the +International Offer Shares (excluding, for the avoidance of doubt, the Offer Shares which are subject to +the Offer Size Adjustment Option and the Over-allotment Option), failing which they agree to subscribe +for or purchase their respective proportions of the International Offer Shares which are not taken up +under the International Offering. +Our Company is expected to grant to the International Underwriters the Over-allotment Option, +exercisable by the Overall Coordinators on behalf of the International Underwriters at any time from +the date of the International Underwriting Agreement until 30 days after the last day for the lodging of +applications under the Hong Kong Public Offering, to require our Company to issue and allot up to an +aggregate of 1,574,550 additional Offer Shares representing no more than 15.00% of the Offer Shares +initially available under the Global Offering (assuming the Offer Size Adjustment Option is not +exercised at all) or up to an aggregate of 1,810,750 H Shares, representing not more than 15.0% of the +UNDERWRITING +– 269 – + + +--- page 278 --- +number of Offer Shares available under the Global Offering (assuming the Offer Size Adjustment +Option is exercised in full), at the same price per Offer Share under the International Offering to cover, +among other things, over-allocations (if any) in the International Offering. +It is expected that the International Underwriting Agreement may be terminated on similar +grounds as the Hong Kong Underwriting Agreement. Potential investors should note that if the +International Underwriting Agreement is not entered into, or is terminated, the Global Offering will not +proceed. +Total Commission and Expenses +The Capital Market Intermediaries and the Underwriters will receive an underwriting commission +(the “ Fixed Fees ”) equals to 2.5% of the aggregate sale proceeds from the Global Offering (including +any proceeds arising from the exercise of any Offer Size Adjustment Option or Over-allotment Option) +(collectively the “ Gross Proceeds ”). Our Company may, at our sole and absolute discretion, pay to one +or more Capital Market Intermediaries or Underwriters an incentive fee up to 1% of the Gross Proceeds +(the “ Discretionary Fees ”). Assuming the Discretionary Fees are paid in full, the ratio of Fixed Fees +and Discretionary Fees payable to all Underwriters is 71.43%:28.57%. For unsubscribed Hong Kong +Offer Shares reallocated to the International Offering, we will pay an underwriting commission at the +rate applicable to the International Offering and such commission will be paid to the relevant +International Underwriters and not the Hong Kong Underwriters. +Assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised and +based on an Offer Price of HK$101.60, the aggregate commissions and fees, together with listing fees, +SFC transaction levy, AFRC transaction levy, Stock Exchange trading fee, legal and other professional +fees and other expenses, payable by our Company relating to the Global Offering are estimated to be +approximately HK$71.2 million in total. +Activities by Syndicate Members +We describe below a variety of activities that underwriters of the Hong Kong Public Offering and +the International Offering (together, referred to as “ Syndicate Members ”) and their affiliates may each +individually undertake and (as further described below) which do not form part of the underwriting or +the stabilizing process. +The Syndicate Members and their affiliates are diversified financial institutions with relationships +in countries around the world. These entities engage in a wide range of commercial and investment +banking, brokerage, funds management, trading, hedging, investing and other activities for their own +account and for the account of others. In the ordinary course of their various business activities, the +Syndicate Members and their respective affiliates may purchase, sell or hold a broad array of +investments and actively trade securities, derivatives, loans, commodities, currencies, credit default +swaps, and other financial instruments for their own account and for the accounts of their customers. +Such investment and trading activities may involve or relate to assets, securities and/or instruments of +our Company and/or persons and entities with relationships with our Company and may also include +swaps and other financial instruments entered into for hedging purposes in connection with our Group’s +loans and other debt. +In relation to the H Shares, the activities of the Syndicate Members and their affiliates could +include acting as agent for buyers and sellers of the H Shares, entering into transactions with those +buyers and sellers in a principal capacity, proprietary trading in the H Shares and entering into over the +counter or listed derivative transactions or listed and unlisted securities transactions (including issuing +securities such as derivative warrants listed on a stock exchange) which have the H Shares as their or +part of their underlying assets. Those activities may require hedging activity by those entities involving, +directly or indirectly, buying and selling the H Shares. All such activities could occur in Hong Kong +and elsewhere in the world and may result in the Syndicate Members and their affiliates holding long +and/or short positions in the H Shares, in baskets of securities or indices including the H Shares, in +units of funds that may purchase the H Shares, or in derivatives related to any of the foregoing. +UNDERWRITING +– 270 – + + +--- page 279 --- +In relation to issues by Syndicate Members or their affiliates of any listed securities having the H +Shares as their or part of their underlying assets, whether on the Stock Exchange or on any other stock +exchange, the rules of the relevant exchange may require the issuer of those securities (or one of its +affiliates or agents) to act as a market maker or liquidity provider in the security, and this will also +result in hedging activity in the H Shares in most cases. +All of these activities may occur both during and after the end of the stabilizing period described +in “— Over-allotment Option” and “— Stabilization” in “Structure of the Global Offering.” These +activities may affect the market price or value of the H Shares, the liquidity or trading volume in the H +Shares and the volatility of their share price, and the extent to which this occurs from day to day cannot +be estimated. +It should be noted that when engaging in any of these activities, the Syndicate Members will be +subject to certain restrictions, including the following: +(a) the Syndicate Members (other than the Stabilizing Manager, its affiliates or any person +acting for it) must not, in connection with the distribution of the Offer Shares, effect any +transactions (including issuing or entering into any option or other derivative transactions +relating to the Offer Shares), whether in the open market or otherwise, with a view to +stabilizing or maintaining the market price of any of the Offer Shares at levels other than +those which might otherwise prevail in the open market; and +(b) all of them must comply with all applicable laws, including the market misconduct +provisions of the SFO, the provisions prohibiting insider dealing, false trading, price rigging +and stock market manipulation. +Hong Kong Underwriters’ Interests in our Company +Save as otherwise disclosed in this prospectus and save for its obligations under the Hong Kong +Underwriting Agreement, none of the Hong Kong Underwriters has any shareholding interests in our +Company or the right or option (whether legally enforceable or not) to subscribe for or to nominate +persons to subscribe for securities in our Company. +Following the completion of the Global Offering, the Hong Kong Underwriters and their affiliated +companies may hold a certain portion of the Shares as a result of fulfilling their obligations under the +Underwriting Agreements. +Other Services to our Company +The Overall Coordinators and certain of the Underwriters or their respective affiliates have, from +time to time, provided and expect to provide in the future investment banking and other services to our +Company and our respective affiliates, for which such Overall Coordinators, Underwriters or their +respective affiliates have received or will receive customary fees and commissions. +Other Services Provided by the Underwriters +The Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead +Managers and the Underwriters may in their ordinary course of business provide financing to investors +subscribing for the Offer Shares offered by this prospectus. Such Overall Coordinators, Joint Global +Coordinators, Joint Bookrunners, Joint Lead Managers and Underwriters may enter into hedges and/or +dispose of such Offer Shares in relation to the financing which may have a negative impact on the +trading price of our H Shares. +Offer Size Adjustment Option +The Company has an Offer Size Adjustment Option under the Hong Kong Underwriting +Agreement, exercisable by the Company with the prior written agreement between the Company and the +Overall Coordinators (for themselves and on behalf of the Underwriters) on or before the second +UNDERWRITING +– 271 – + + +--- page 280 --- +Business Day prior to the Listing Date and will lapse immediately thereafter. Upon the exercise of the +Offer Size Adjustment Option, the Company may issue up to 1,574,550 additional Offer Shares (being +15.0% of the Offer Shares initially available under the Global Offering) at the Offer Price. The Offer +Size Adjustment Option provides flexibility to increase the number of Offer Shares available for +purchase under the Global Offering to cover additional market demand. +The exercise of the Offer Size Adjustment Option is not subject to the reallocation arrangement as +described in the paragraphs headed “— The Hong Kong Public Offering — Reallocation” in “Structure +of the Global Offering.” +Over-allotment Option and Stabilization +Details of the arrangements relating to the Over-allotment Option and the stabilization and are set +out in the paragraphs headed “— Over-allotment Option” and “— Stabilization” in “Structure of the +Global Offering.” +Independence of the Sole Sponsor +The Sole Sponsor satisfied the independence criteria set out in Rule 3A.07 of the Listing Rules. +UNDERWRITING +– 272 – + + +--- page 281 --- +THE GLOBAL OFFERING +This prospectus is published in connection with the Hong Kong Public Offering as part of the +Global Offering. China International Capital Corporation Hong Kong Securities Limited is the Sole +Sponsor, the Sponsor-Overall Coordinator and one of the Overall Coordinators of the Global Offering. +The Listing is sponsored by the Sole Sponsor. The Sole Sponsor has made an application on +behalf of our Company to the Stock Exchange for the listing of, and permission to deal in, the H Shares +in issue and to be issued or sold pursuant to the Global Offering (including any additional H Shares that +may be issued pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment +Option). +10,497,300 Offer Shares will initially be made available under the Global Offering comprising: + the Hong Kong Public Offering of 524,900 H Shares (subject to reallocation) in Hong Kong +as described in the paragraph headed “— The Hong Kong Public Offering” in this section +below; and + the International Offering of 9,972,400 H Shares (subject to reallocation, the Offer Size +Adjustment Option and the Over-allotment Option) outside the United States (including to +professional and institutional investors within Hong Kong) in offshore transactions in +reliance on Regulation S, as described in the paragraph headed “— The International +Offering” in this section below. +Investors may either (i) apply for Hong Kong Offer Shares under the Hong Kong Public Offering; +or (ii) apply for or indicate an interest for International Offer Shares under the International Offering, +but may not do both. +The Offer Shares will represent approximately 9.5% of the enlarged issued share capital of our +Company immediately following the completion of the Global Offering, assuming the Offer Size +Adjustment Option and the Over-allotment Option are not exercised. If the Over-allotment Option is +exercised in full, the Offer Shares will represent approximately 10.77% of the enlarged issued share +capital of our Company (assuming the Offer Size Adjustment Option is not exercised at all) or +approximately 12.19% of the enlarged issued share capital of our Company (assuming the Offer Size +Adjustment option is exercised in full) immediately following the completion of the Global Offering. +References in this prospectus to applications, application monies or the procedure for applications +relate solely to the Hong Kong Public Offering. +THE HONG KONG PUBLIC OFFERING +Number of Offer Shares Initially Offered +Our Company is initially offering 524,900 Offer Shares (subject to reallocation) for subscription +by the public in Hong Kong at the Offer Price, representing approximately 5.00% of the total number of +Offer Shares initially available under the Global Offering. The number of Offer Shares initially offered +under the Hong Kong Public Offering, subject to any reallocation of Offer Shares between the +International Offering and the Hong Kong Public Offering, will represent approximately 0.48% of the +enlarged issued share capital of our Company immediately following the completion of the Global +Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised). +The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to +institutional and professional investors. Professional investors generally include brokers, dealers, +companies (including fund managers) whose ordinary business involves dealing in shares and other +securities and corporate entities that regularly invest in shares and other securities. +Completion of the Hong Kong Public Offering is subject to the conditions set out in the paragraph +headed “— Conditions of the Global Offering” in this section below. +STRUCTURE OF THE GLOBAL OFFERING +– 273 – + + +--- page 282 --- +Allocation +Allocation of 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 could mean that some +applicants may receive a higher allocation than others who have applied for the same number of Hong +Kong Offer Shares, and those applicants who are not successful in the ballot may not receive any Hong +Kong Offer Shares. +For allocation purposes only, the total number of Hong Kong Offer Shares available under the +Hong Kong Public Offering (after taking into account any reallocation referred to below) will be +divided equally (to the nearest board lot) into two pools: pool A and pool B (with any odd lots being +allocated to pool A). The Hong Kong Offer Shares in pool A will be allocated on an equitable basis to +applicants who have applied for Hong Kong Offer Shares with an aggregate subscription price of HK$5 +million (excluding the brokerage, the SFC transaction levy, the AFRC transaction levy and the Stock +Exchange trading fee payable) or less. The Hong Kong Offer Shares in pool B will be allocated on an +equitable basis to applicants who have applied for Hong Kong Offer Shares with an aggregate +subscription price of more than HK$5 million (excluding the brokerage, the SFC transaction levy, the +AFRC transaction levy and the Stock Exchange trading fee payable) and up to the total value in pool B. +Investors should be aware that applications in pool A and applications in pool B may receive +different allocation ratios. If any Hong Kong Offer Shares in one (but not both) of the pools are +unsubscribed, such unsubscribed Hong Kong Offer Shares will be transferred to the other pool to +satisfy demand in that other pool and be allocated accordingly. For the purpose of the immediately +preceding paragraph only, the “price” for Hong Kong Offer Shares means the price payable on +application therefor. Applicants can only receive an allocation of Hong Kong Offer Shares from either +pool A or pool B and not from both pools. Multiple or suspected multiple applications under the Hong +Kong Public Offering and any application for more than 262,450 Hong Kong Offer Shares (being 50% +of the 524,900 Offer Shares initially available under the Hong Kong Public Offering) is liable to be +rejected. +Reallocation +The allocation of Offer Shares between the Hong Kong Public Offering and the International +Offering is subject to reallocation under the Listing Rules. Paragraph 4.2 of Practice Note 18 of the +Listing Rules (as modified by Rule 18C.09 of the Listing Rules) requires a clawback mechanism to be +put in place which would have the effect of increasing the number of Offer Shares under the Hong +Kong Public Offering to a certain percentage of the total number of Offer Shares offered under the +Global Offering if the International Offer Shares are fully subscribed or over-subscribed and certain +prescribed total demand levels are reached. In accordance with paragraph 4.2 of Practice Note 18 of the +Listing Rules (as modified by Rule 18C.09 of the Listing Rules), if the number of Shares validly +applied for under the Hong Kong Public Offering represents (i) 10 times or more but less than 50 times, +and (ii) 50 times or more, of the number of Offer Shares initially available under the Hong Kong Public +Offering, the total number of Offer Shares available under the Hong Kong Public Offering will be +increased to 1,049,750 Offer Shares and 2,099,500 Offer Shares, respectively, representing 10.0% (in +the case of (i)) and 20.0% (in the case of (ii)), respectively, of the total number of Offer Shares initially +available under the Global Offering (before any exercise of the Offer Size Adjustment Option and the +Over-allotment Option). In each case, the number of Offer Shares to be allocated to the International +Offering will be correspondingly reduced and the additional Offer Shares will be allocated between +Pool A and Pool B in such manner as the Overall Coordinators deem appropriate. +The Overall Coordinators may, at their discretion, reallocate Offer Shares initially allocated for +the International Offering to the Hong Kong Public Offering to satisfy valid applications in Pool A and +Pool B in accordance with Chapter 4.14 of the Guide as follows: if (i) the International Offer Shares +are undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed +irrespective of the number of times; or (ii) the International Offer Shares are fully subscribed or +oversubscribed and the Hong Kong Offer Shares are oversubscribed by less than 10 times of the +STRUCTURE OF THE GLOBAL OFFERING +– 274 – + + +--- page 283 --- +number of Offer Shares initially available under the Hong Kong Public Offering, then up to 524,900 +Offer Shares may be reallocated to the Hong Kong Public Offering from the International Offering, so +that the total number of the Offer Shares available under the Hong Kong Public Offering will be +increased to 1,049,800 Offer Shares, representing twice the number of the Offer Shares initially +available under the Hong Kong Public Offering. +The Offer Shares to be offered in the Hong Kong Public Offering and the International Offering +may be reallocated as between these offerings at the discretion of the Overall Coordinators (for +themselves and on behalf of the Underwriters). The Overall Coordinators may reallocate Offer Shares +from the International Offering to the Hong Kong Public Offering to satisfy valid applications under the +Hong Kong Public Offering, in such proportions as the Overall Coordinators may, in its sole and +absolute discretion, determine, subject to the requirements under Chapter 4.14 of the Guide. +If the Hong Kong Public Offering is not fully subscribed, the Overall Coordinators may reallocate +all or any unsubscribed Hong Kong Offer Shares to the International Offering, in such proportions as +the Overall Coordinators may, in its sole and absolute discretion, determine. +Where the International Offer Shares are undersubscribed, if the Hong Kong Offer Shares are also +undersubscribed, the Global Offering will not proceed unless the Underwriters would subscribe or +procure subscribers for their respective applicable proportions of the Offer Shares being offered which +are not taken up under the Global Offering on the terms and conditions of this prospectus and the +Underwriting Agreements. +Applications +Each applicant under the Hong Kong Public Offering will be required to give an undertaking and +confirmation in the application submitted by him/her/it that he/she/it and any person(s) for whose +benefit he/she/it is making the application has not applied for or taken up, or indicated an interest for, +and will not apply for or take up, or indicate an interest for, any International Offer Shares under the +International Offering. Such applicant’s application under the International Offering is liable to be +rejected if such undertaking and/or confirmation is/are breached and/or untrue (as the case may be). +Applicants under the Hong Kong Public Offering may be required to pay, on application (subject +to application channel), the Offer Price in addition to the brokerage, the SFC transaction levy, the +AFRC transaction levy and the Stock Exchange trading fee payable on each Offer Share, amounting to +a total of HK$5,131.24 for one board lot of 50 Offer Shares. See “How to Apply for Hong Kong Offer +Shares — D. Despatch/Collection of H Share Certificates and Refund of Application Monies” for +details. +THE INTERNATIONAL OFFERING +Number of Offer Shares Offered +The International Offering will consist of 9,972,400 Offer Shares (subject to reallocation, the +Offer Size Adjustment Option and the Over-allotment Option), representing approximately 95.00% of +the total number of Offer Shares initially available under the Global Offering. The number of Offer +Shares initially offered under the International Offering, subject to any reallocation of Offer Shares +between the International Offering and the Hong Kong Public Offering, will represent approximately +9.03% of the enlarged issued share capital of our Company immediately following the completion of +the Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not +exercised). +Allocation +The International Offering will include selective marketing of Offer Shares to institutional and +professional investors and other investors anticipated to have a sizeable demand for such Offer Shares +in Hong Kong and other jurisdictions outside the United States in reliance on Regulation S. +Professional investors generally include brokers, dealers, companies (including fund managers) whose +STRUCTURE OF THE GLOBAL OFFERING +– 275 – + + +--- page 284 --- +ordinary business involves dealing in shares and other securities and corporate entities that regularly +invest in shares and other securities. Allocation of Offer Shares pursuant to the International Offering +will be effected in accordance with the “book-building” process described in “— Pricing and +Allocation” in this section below and based on a number of factors, including the level and timing of +demand, the total size of the relevant investor’s invested assets or equity assets in the relevant sector +and whether or not it is expected that the relevant investor is likely to buy further Offer Shares and/or +hold or sell its Offer Shares after the Listing. Such allocation is intended to result in a distribution of +the Offer Shares on a basis which would lead to the establishment of a solid professional and +institutional shareholder base to the benefit of our Group and the Shareholders as a whole. In addition, +pursuant to Rule 18C.08 of the Listing Rules, at least 50% of the total number of Shares offered in the +Global Offering (excluding any Shares to be issued pursuant to the exercise of the Offer Size +Adjustment Option and the Over-allotment Option) will be taken up by independent price setting +investors, as defined under the Listing Rules, in the International Offering. +The Overall Coordinators (for themselves and on behalf of the Underwriters) may require any +investor who has been offered Offer Shares under the International Offering and who has made an +application under the Hong Kong Public Offering to provide sufficient information to the Overall +Coordinators so as to allow them to identify the relevant applications under the Hong Kong Public +Offering and to ensure that they are excluded from any allocation of Offer Shares under 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 clawback arrangement described in the paragraph headed “— The Hong Kong Public +Offering — Reallocation” in this section above, and the exercise of the Offer Size Adjustment Option +and the Over-allotment Option in whole or in part and/or any reallocation of unsubscribed Offer Shares +originally included in the Hong Kong Public Offering. +OFFER SIZE ADJUSTMENT OPTION +In order to provide the Company with the flexibility to increase the number of Offer Shares +available under the Global Offering to cover additional demand, the Company has an Offer Size +Adjustment Option which will allow the Company to issue up to 1,574,550 additional Offer Shares +(representing 15.0% of the Offer Shares initially being offered under the Global Offering) (the “Offer +Size Adjustment Option Shares”) at the Offer Price. The Offer Size Adjustment Option may be +exercised on or before the second Business Day prior to the Listing Date and will lapse immediately +thereafter. +The Offer Size Adjustment Option is contained in the Hong Kong Underwriting Agreement and is +exercisable by the Company with the prior written agreement between the Company and the Overall +Coordinators (for themselves and on behalf of the Underwriters) on or before the second Business Day +prior to the Listing Date. If it is not exercised by such time, then the Offer Size Adjustment Option will +lapse. In considering whether to exercise the Offer Size Adjustment Option, the Company and the +Overall Coordinators will take into account a number of factors, including, among other things: +(a) whether the level of interest expressed by prospective professional and institutional investors +during the book-building process under the International Offering is sufficient to cover: +(i) the total number of Offer Shares, which represents the aggregate of the Offer Shares +initially available under the Global Offering and the additional Offer Shares upon any +exercise of the Offer Size Adjustment Option; and +(ii) the corresponding number of H Shares under the Over-allotment Option; +(b) the prices at which prospective professional and institutional investors have indicated they +would be prepared to acquire the Offer Shares in the course of the book-building process; +STRUCTURE OF THE GLOBAL OFFERING +– 276 – + + +--- page 285 --- +(c) the quality of investors, with a view to establishing a solid professional institutional and +investor shareholder base to the benefit of the Company and its Shareholders as a whole; +(d) the level of subscriptions by the valid applications in the Hong Kong Public Offering; and +(e) general market conditions. +If the Offer Size Adjustment Option is exercised in full, the additional Offer Shares to be issued +pursuant thereto will represent approximately 1.40% of our enlarged issued share capital immediately +following the completion of the Global Offering (assuming the Over-allotment Option is not exercised). +The dilution effect of the Offer Size Adjustment Option (assuming the Over-allotment Option is not +exercised) is set out below: +Number of H Shares issued +under the Global Offering +before the exercise of the +Offer Size Adjustment +Option (the “Original +Subscribers”) +Approximate percentage of +total issued share capital +held by the Original +Subscribers before the +exercise of the Offer Size +Adjustment Option +Number of H Shares issued +under the Global Offering +after the exercise of the +Offer Size Adjustment +Option in full +Approximate percentage of +total issued share capital +held by the Original +Subscribers after the +exercise of the Offer Size +Adjustment Option in full +10,497,300 9.5% 12,071,850 10.77% +The Offer Size Adjustment Option will not be used for price stabilization purposes and will not be +subject to the provisions of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the +Laws of Hong Kong). The Offer Size Adjustment Option will be in addition to the Over-allotment +Option. +The Company will disclose in its allotment results announcement if and to what extent the Offer +Size Adjustment Option has been exercised, the final allocation of Offer Shares between the Hong +Kong Public Offering and the International Offering and the use of the additional proceeds received, or +will confirm that if the Offer Size Adjustment Option has not been exercised by the second Business +Day prior to the Listing Date, it will lapse and cannot be exercised at any future date. +OVER-ALLOTMENT OPTION +In connection with the Global Offering, our Company is expected to grant the Over-allotment +Option to the International Underwriters, exercisable by the Overall Coordinators (on behalf of the +International Underwriters). +Pursuant to the Over-allotment Option, the International Underwriters will have the right, +exercisable by the Overall Coordinators (on behalf of the International Underwriters) at any time from +the date of the International Underwriting Agreement until 30 days after the last day for lodging +applications under the Hong Kong Public Offering, to require us to issue up to an aggregate of +1,574,550 additional H Shares (representing not more than 15.00% of the Offer Shares initially +available under the Global Offering (assuming the Offer Size Adjustment Option is not exercised at all) +or up to an aggregate of 1,810,750 H Shares, representing not more than 15.0% of the number of Offer +Shares available under the Global Offering (assuming the Offer Size Adjustment Option is exercised in +full)) at the Offer Price, to cover over-allocations in the International Offering, if any. +If the Offer Size Adjustment Option is not exercised and the Over-allotment Option is exercised in +full, the additional Offer Shares to be issued pursuant to the Over-allotment Option will represent +approximately 1.40% of the enlarged issued share capital of our Company immediately following the +completion of the Global Offering. If the Offer Size Adjustment Option and the Over-allotment Option +are exercised in full, the additional Offer Shares to be issued pursuant to the Over-allotment Option will +represent approximately 1.60% of the enlarged issued share capital of our Company immediately +following the completion of the Global Offering. If the Over-allotment Option is exercised, an +announcement will be made. +STRUCTURE OF THE GLOBAL OFFERING +– 277 – + + +--- page 286 --- +STABILIZATION +Stabilization is a practice used by underwriters in some markets to facilitate the distribution of +securities. To stabilize, the underwriters may bid for, or purchase, the securities in the secondary market +during a specified period of time, to retard and, if possible, prevent a decline in the initial public +market price of the securities below the offer price. Such transactions may be effected in all +jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and +regulatory requirements, including those of Hong Kong. In Hong Kong, the price at which stabilization +is effected is not permitted to exceed the offer price. +In connection with the Global Offering, the Stabilizing Manager (or any person acting for it), on +behalf of the Underwriters, may make purchases, over-allocate or effect transactions in the market or +otherwise take such stabilizing action(s) with a view to supporting the market price of the H Shares at a +level higher than that which might otherwise prevail for a limited period after the Listing Date. +However, there is no obligation on the Stabilizing Manager (or any person acting for it) to conduct any +such stabilizing action. Such stabilizing action, if taken, (i) will be conducted at the sole and absolute +discretion of the Stabilizing Manager (or any person acting for it) and in what the Stabilizing Manager +reasonably regards as the best interest of our Company, (ii) may be discontinued at any time and (iii) is +required to be brought to an end within 30 days after the last day for lodging applications under the +Hong Kong Public Offering. +Stabilization action permitted in Hong Kong pursuant to the Securities and Futures (Price +Stabilizing) Rules of the SFO includes (i) over-allocating for the purpose of preventing or minimizing +any reduction in the market price of the H Shares, (ii) selling or agreeing to sell the H Shares so as to +establish a short position in them for the purpose of preventing or minimizing any reduction in the +market price of the H Shares, (iii) purchasing, or agreeing to purchase, the H Shares pursuant to the +Over-allotment Option in order to close out any position established under paragraph (i) or (ii) above, +(iv) purchasing, or agreeing to purchase, any of the H Shares for the sole purpose of preventing or +minimizing any reduction in the market price of the H Shares, (v) selling or agreeing to sell any H +Shares in order to liquidate any position established as a result of those purchases and (vi) offering or +attempting to do anything as described in clauses (ii), (iii), (iv) or (v) above. +Specifically, prospective applicants for and investors in the Offer Shares should note that: + the Stabilizing Manager (or any person acting for it) may, in connection with the stabilizing +action, maintain a long position in the H Shares; + there is no certainty as to the extent to which and the time or period for which the +Stabilizing Manager (or any person acting for it) will maintain such a long position; + liquidation of any such long position by the Stabilizing Manager (or any person acting for it) +and selling in the open market may have an adverse impact on the market price of the H +Shares; + no stabilizing action can be taken to support the price of the H Shares for longer than the +stabilization period, which will begin on the Listing Date, and is expected to expire on +Saturday, July 18, 2026, being the 30th day after the last day for lodging applications under +the Hong Kong Public Offering. After this date, when no further stabilizing action may be +taken, demand for the H Shares, and therefore the price of the H Shares, could fall; + the price of the H Shares cannot be assured to stay at or above the Offer Price by the taking +of any stabilizing action; and + stabilizing bids or transactions effected in the course of the stabilizing action may be made +at any price at or below the Offer Price and can, therefore, be done at a price below the +price paid by applicants for, or investors in, the Offer Shares. +STRUCTURE OF THE GLOBAL OFFERING +– 278 – + + +--- page 287 --- +In effecting stabilization actions, the Stabilizing Manager (or any person acting for it) may +arrange cover up to an aggregate of 1,574,550 additional H Shares, representing not more than 15.00% +of the Offer Shares initially available under the Global Offering (assuming the Offer Size Adjustment +Option is not exercised at all) or up to an aggregate of 1,810,750 H Shares, representing not more than +15.0% of the number of Offer Shares available under the Global Offering (assuming the Offer Size +Adjustment Option is exercised in full), through delayed delivery arrangements with investors who have +been offered Offer Shares under the International Offering. Both the size of such cover and the extent +to which the Over-allotment Option can be exercised will depend on whether sufficient number of H +Shares will be made available under delayed delivery arrangements. There will be no stabilization +actions and no exercise of the Over-allotment Option should no investors be willing to enter into such +delayed delivery arrangements. +Our Company will ensure that an announcement in compliance with the Securities and Futures +(Price Stabilizing) Rules of the SFO will be made within seven days of the expiration of the +stabilization period. +Over-Allocation +Following any over-allocation of the H Shares in connection with the Global Offering, the +Stabilizing Manager (or any person acting for it) may cover such over-allocations by, among other +methods, exercising the Over-allotment Option in full or in part, using the H Shares purchased by the +Stabilizing Manager (or any person acting for it) in the secondary market at prices that do not exceed +the Offer Price or a combination of these means. +PRICING AND ALLOCATION +Pricing of the Offer Shares +The Offer Price will be HK$101.60 per Offer Share, unless otherwise announced, as further +explained below. Applicants under the Hong Kong Public Offering may be required to pay, on +application (subject to application channel), the Offer Price plus brokerage of 1.0%, SFC transaction +levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%, +amounting to a total of HK$5,131.24 for one board lot of 50 Offer Shares. +The International Underwriters will be soliciting from prospective investors’ indications of interest +in acquiring Offer Shares in the International Offering. Prospective professional and institutional +investors will be required to specify the number of Offer Shares under the International Offering they +would be prepared to acquire either at different prices or at a particular price. This process, known as +“book-building,” is expected to continue up to, and to cease on or about, the last day for lodging +applications under the Hong Kong Public Offering. +The Overall Coordinators (for themselves and on behalf of the Underwriters) may, where it deems +appropriate, based on the level of interest expressed by prospective investors during the book-building +process in respect of the International Offering, and with the consent of our Company, reduce the +number of Offer Shares offered below and/or the Offer Price as stated in this prospectus at any time on +or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. +In such a case, we will, as soon as practicable following the decision to make such reduction, and in +any event not later than the morning of the last day for lodging applications under the Hong Kong +Public Offering, cause to be published on the websites of our Company and the Stock Exchange at +www.seer-robotics.ai +and www.hkexnews.hk , respectively, notices of the reduction. Our Company will +also, as soon as practicable following the decision to make such change, issue a supplemental +prospectus updating investors of the change in the number of Offer Shares being offered under the +Global Offering and/or the Offer Price. The Global Offering must first be canceled and subsequently +relaunched on FINI pursuant to the supplemental prospectus. Upon the issue of such a notice and +supplemental prospectus, the revised number of Offer Shares and/or the Offer Price will be final and +conclusive and the Offer Price, if agreed upon by the Overall Coordinators (for themselves and on +behalf of the Underwriters) and our Company, will be fixed within such revised Offer Price. +STRUCTURE OF THE GLOBAL OFFERING +– 279 – + + +--- page 288 --- +Before submitting applications for the Hong Kong Offer Shares, applicants should have regard to +the possibility that any announcement of a reduction in the number of Offer Shares and/or Offer Price +may not be made until the last day for lodging applications under the Hong Kong Public Offering. Such +notice will also include confirmation or revision, as appropriate, of the working capital statement and +the Global Offering statistics as currently set out in this prospectus, and any other financial information +which may change as a result of any such reduction. In the absence of any such notice so published, the +number of Offer Shares will not be reduced and/or the Offer Price, if agreed upon by the Overall +Coordinators (for themselves and on behalf of the Underwriters) and our Company, will under no +circumstances be set outside the Offer Price as stated in this prospectus. +If there is any change to the offer size due to change in the number of Offer Shares offered in the +Global Offering (other than pursuant to the reallocation mechanism as disclosed in this prospectus), or +change to the Offer Price which leads to the resulting price falling outside the indicative Offer Price as +stated 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 significant new matter has arisen, the inclusion of +information in respect of which would have been required to be in this prospectus if it had arisen +before this prospectus was issued, after the issue of this prospectus and before the commencement of +dealings in our H Shares as prescribed under Rule 11.13 of the Listing Rules, our Company is required +to cancel the Global Offering and issue a supplemental prospectus or a new prospectus and +subsequently relaunched on FINI pursuant to the supplemental prospectus. +Announcement of Final Pricing of the Offer Shares +The final pricing of the Offer Shares, the level of indications of interest in the International +Offering, the level of applications in the Hong Kong Public Offering, the basis of allocations of the +Hong Kong Offer Shares and the results of allocations in the Hong Kong Public Offering are expected +to be made available through a variety of channels in the manner described in “How to Apply for Hong +Kong Offer Shares — B. Publication of Results.” +UNDERWRITING +The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the +terms and conditions of the Hong Kong Underwriting Agreement and is subject to, among other things, +the Overall Coordinators (for themselves and on behalf of the Underwriters) and our Company agreeing +on the Offer Price. +Our Company expects to enter into the International Underwriting Agreement relating to the +International Offering on or around June 22, 2026. +These underwriting arrangements, including the Underwriting Agreements, are summarized in +“Underwriting.” +CONDITIONS OF THE GLOBAL OFFERING +Acceptance of all applications for Offer Shares will be conditional on: + the Stock Exchange granting approval for the listing of, and permission to deal in, the H +Shares in issue and to be issued pursuant to the Global Offering (including any additional H +Shares that may be issued pursuant to the exercise of the Offer Size Adjustment Option and +the Over-allotment Option), on the Main Board of the Stock Exchange and such approval not +subsequently having been withdrawn or revoked prior to the Listing Date; + the pricing of the Offer Shares having been agreed between the Overall Coordinators (for +themselves and on behalf of the Underwriters) and our Company; + the execution and delivery of the International Underwriting Agreement on or around June +22, 2026; and +STRUCTURE OF THE GLOBAL OFFERING +– 280 – + + +--- page 289 --- + the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting +Agreement and the obligations of the International Underwriters under the International +Underwriting Agreement becoming and remaining unconditional and not having been +terminated in accordance with the terms of the respective agreements, +in each case on or before the dates and times specified in the 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. +The consummation of each of the Hong Kong Public Offering and the International Offering is +conditional upon, among other things, the other offering becoming unconditional and not having been +terminated in accordance with its terms. +If the above conditions are not fulfilled or waived prior to the dates and times specified, the +Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of the lapse of +the Hong Kong Public Offering will be published by our Company on the websites of our Company and +the Stock Exchange at www.seer-robotics.ai +and www.hkexnews.hk , respectively, on the next day +following such lapse. In such a situation, all application monies will be returned, without interest, on +the terms set out in “How to Apply for Hong Kong Offer Shares — D. Despatch/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 banks or other bank(s) in Hong Kong licensed under the +Banking Ordinance (Chapter 155 of the Laws of Hong Kong). +H Share certificates for the Offer Shares will only become valid evidence of title at 8:00 a.m. on +Wednesday, June 24, 2026, provided that the Global Offering has become unconditional in all respects +at or before that time. +DEALINGS IN THE H SHARES +Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in +Hong Kong on Wednesday, June 24, 2026, it is expected that dealings in the H Shares on the Stock +Exchange will commence at 9:00 a.m. on Wednesday, June 24, 2026. +The H Shares will be traded in board lots of 50 H Shares each and the stock code of the H Shares +will be 06106. +STRUCTURE OF THE GLOBAL OFFERING +– 281 – + + +--- page 290 --- +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.seer-robotics.ai +. +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; and + have a Hong Kong address ( for the White Form eIPO service only ). +Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the Stock +Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the person(s) for whose +benefit you are applying for: + are an existing Shareholder or 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 Monday, June 15, 2026 and end +at 12:00 noon on Thursday, June 18, 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 .. Website: +www.eipo.com.hk +Applicants 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 Monday, June 15, +2026 to 11:30 a.m. on Thursday, +June 18, 2026, Hong Kong time. The +latest time for completing full +payment of application monies will +be 12:00 noon on Thursday, June 18, +2026, Hong Kong time. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 282 – + + +--- page 291 --- +Application Channel Platform Target Investors Application Time +HKSCC EIPO channel ... Your broker or custodian who is a +HKSCC Participant will submit +electronic application instructions +on your behalf through HKSCC’s +FINI system in accordance with your +instruction +Applicants who would not like to +receive a physical H Share +certificate. Hong Kong Offer Shares +successfully applied for will be +allotted and issued in the name of +HKSCC Nominees, deposited +directly into CCASS and credited to +your designated HKSCC +Participant’s stock account. +Contact your broker or custodian for +the earliest and latest time for giving +such instructions, as this may vary +by broker or custodian . +The White Form eIPO service and the HKSCC EIPO channel are facilities subject to capacity +limitations and potential service interruptions and you are advised not to wait until the last day of the +application period to apply for Hong Kong Offer Shares. +For those applying through the White Form eIPO service, once you complete payment in respect +of any application instructions given by you or for your benefit through the White Form eIPO service +to make an application for Hong Kong Offer Shares, an actual application shall be deemed to have been +made. If you are a person for whose benefit the electronic application instructions are given, you +shall be deemed to have declared that only one set of electronic application instructions has been +given for your benefit. If you are an agent for another person, you shall be deemed to have declared +that you have only given one set of electronic application instructions for the benefit of the person +for whom you are an agent and that you are duly authorized to give those instructions as an agent. +For the avoidance of doubt, giving an application instruction under the White Form eIPO service +more than once and obtaining different application reference numbers without effecting full payment in +respect of a particular reference number will not constitute an actual application. +If you apply through the White Form eIPO service, you are deemed to have authorized the +White Form eIPO Service Provider to apply on the terms and conditions in this prospectus, as +supplemented and amended by the terms and conditions of the White Form eIPO service. +By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf +through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly and +severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees (acting as +nominee for the relevant HKSCC Participants) to apply for Hong Kong Offer Shares on your behalf and +to do on your behalf all the things stated in this prospectus and any supplement to it. +For those applying through HKSCC EIPO channel, an actual application will be deemed to have +been made for any application instructions given by you or for your benefit to HKSCC (in which case +an application will be made by HKSCC Nominees on your behalf) provided such application instruction +has not been withdrawn or otherwise invalidated before the closing time of the Hong Kong Public +Offering. +HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC +Nominees shall be liable to you or any other person in respect of any actions taken by HKSCC or +HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any breach of the terms +and conditions of this prospectus. +3. Information Required to Apply +You must provide the following information with your application: +For Individual/Joint Applicants For Corporate Applicants + Full name(s) (2) as shown on your identity document  Full name(s) (2) as shown on your identity document + Identity document’s issuing country or jurisdiction  Identity document’s issuing country or jurisdiction +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 283 – + + +--- page 292 --- +For Individual/Joint Applicants For Corporate Applicants + Identity document type, with order of priority:  Identity document’s issuing country or jurisdiction: +i. HKID card; or i. LEI registration document; or +ii. National identification document; or ii. Certificate of incorporation; or +iii. Passport; and iii. Business registration certificate; or +iv. Other equivalent document; and + Identity document number  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 Hong Kong ID number, +you must confirm that you do not hold a Hong Kong ID card. +(2) The applicant’s full name as shown on their identity document must be used and the surname, given name, middle and +other names (if any) must be input in the same order as shown on the identity document. If an applicant’s identity +document contains both an English and Chinese name, both English and Chinese names must be used. Otherwise, either +English or Chinese names will be accepted. The order of priority of the applicant’s identity document type must be strictly +followed and where an individual applicant has a valid Hong Kong ID card (including both Hong Kong Residents and +Hong Kong Permanent Residents), the Hong Kong ID number must be used when making an application to subscribe for +Hong Kong Offer Shares. Similarly for corporate applicants, a LEI number must be used if an entity has a LEI certificate. +(3) If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will be required. If the +applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the asset management company or +the individual fund, as appropriate, which has opened a trading account with the broker will be required, as above. +(4) The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice. +(5) If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document), the identity +document’s issuing country or jurisdiction, the identity document type; and (ii) the identity document number, for each of +the beneficial owners or, in the case(s) of joint beneficial owners, for each joint beneficial owner. If you do not include +such information, the application will be treated as being made for your benefit. +(6) If you are applying as an unlisted company and (i) the principal business of that company is dealing in securities; and (ii) +you exercise statutory control over that company, then the application will be treated as being for your benefit and you +should provide the required information in your application as stated above. + “Unlisted company” means a company with no equity securities listed on the Stock Exchange or any other stock +exchange. + “Statutory control” means you: + control the composition of the board of directors of the company; + control more than half of the voting power of the company; or + hold more than half of the issued share capital of the company (not counting any part of it which carries no +right to participate beyond a specified amount in a distribution of either profits or capital). +For those applying through HKSCC EIPO channel, and making an application under a power of +attorney, we and the Overall Coordinators, as our agents, have discretion to consider whether to accept +it on any conditions we or they think fit, including evidence of the attorney’s authority. +Failing to provide any required information may result in your application being rejected. +4. Permitted Number of Hong Kong Offer Shares for Application +Board lot size : 50 H Shares +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 284 – + + +--- page 293 --- +Permitted number of Hong Kong Offer +Shares for application and amount +payable on application/successful +allotment +: Hong Kong Offer Shares are available for +application in specified board lot sizes only. +Please refer to the amount payable associated +with each specified board lot size in the table +below. +The Offer Price is HK$101.60 per Offer Share. +If you are applying through the HKSCC EIPO +channel, your broker or custodian may require +you to pre-fund your application in such +amount as determined by the broker or +custodian , based on the applicable laws and +regulations in Hong Kong. You are responsible +for complying with any such pre-funding +requirement imposed by your broker or +custodian with respect to the Hong Kong Offer +Shares you applied for. +By instructing your broker or custodian to +apply for the Hong Kong Offer Shares on your +behalf through the HKSCC EIPO channel, you +(and, if you are joint applicants, each of you +jointly and severally) are deemed to have +instructed and authorized HKSCC to cause +HKSCC Nominees (acting as nominee for the +relevant HKSCC Participants) to arrange +payment of the Offer Price, brokerage, SFC +transaction levy, the Stock Exchange trading +fee and the AFRC transaction levy by debiting +the relevant nominee bank account at the +designated bank for your broker or custodian . +If you are applying through the White Form +eIPO service, you may refer to the table below +for the amount payable for the number of Offer +Shares you have selected. You must pay the +respective amount payable on application in +full upon application for Hong Kong Offer +Shares. +No. of Hong Kong +Offer Shares +applied for +Amount payable (2) +on application +No. of Hong Kong +Offer Shares +applied for +Amount payable (2) +on application +No. of Hong Kong +Offer Shares +applied for +Amount payable (2) +on application +No. of Hong Kong +Offer Shares +applied for +Amount payable (2) +on application +HK$ HK$ HK$ HK$ +50 5,131.24 600 61,574.78 4,000 410,498.54 40,000 4,104,985.45 +100 10,262.46 700 71,837.25 4,500 461,810.86 50,000 5,131,231.80 +150 15,393.69 800 82,099.70 5,000 513,123.18 60,000 6,157,478.15 +200 20,524.93 900 92,362.18 6,000 615,747.81 70,000 7,183,724.52 +250 25,656.17 1,000 102,624.63 7,000 718,372.45 80,000 8,209,970.88 +300 30,787.39 1,500 153,936.95 8,000 820,997.09 90,000 9,236,217.25 +350 35,918.62 2,000 205,249.27 9,000 923,621.72 100,000 10,262,463.60 +400 41,049.86 2,500 256,561.59 10,000 1,026,246.35 150,000 15,393,695.40 +450 46,181.08 3,000 307,873.91 20,000 2,052,492.72 200,000 20,524,927.20 +500 51,312.32 3,500 359,186.22 30,000 3,078,739.08 262,450 +(1) 26,933,835.72 +Notes: +(1) Maximum number of Hong Kong Offer Shares you may apply for. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 285 – + + +--- page 294 --- +(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction +levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) +and the SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange +(in the case of the SFC transaction levy, collected by the Stock Exchange on behalf of the SFC; and in the case of the +AFRC transaction levy, collected by the Stock Exchange on behalf of the AFRC). +5. Multiple Applications Prohibited +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. Applications for Hong Kong Offer Shares — +3. Information Required to Apply” in this section. If you are suspected of submitting or cause to submit +more than one application, all of your applications will be rejected. +Multiple applications made either through (i) the White Form eIPO service, (ii) HKSCC EIPO +channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have made an +application through the White Form eIPO service or HKSCC EIPO channel, you or the person(s) for +whose benefit you have made the application shall not apply for any International Offer Shares. +6. Terms and Conditions of An Application +By applying for Hong Kong Offer Shares through the White Form eIPO service or HKSCC +EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things on your +behalf): +(i) undertake to execute all relevant documents and instruct and authorise us and/or the Overall +Coordinators (or their agents or nominees), as our agents, to execute any documents for you +and to do on your behalf all things necessary to register any Hong Kong Offer Shares +allocated to you in your name or in the name of HKSCC Nominees as required by the +Articles of Association, and (if you are applying through the HKSCC EIPO channel) to +deposit the allotted Hong Kong Offer Shares directly into CCASS for the credit of your +designated HKSCC Participant’s stock account on your behalf; +(ii) confirm that you have read and understand the terms and conditions and application +procedures set out in this prospectus and the designated website of the White Form eIPO +service (or as the case may be, the agreement you entered into with your broker or +custodian ), and agree to be bound by them; +(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements, +undertakings and warranties under the participant agreement between your broker or +custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC +Operational Procedures for giving application instructions to apply for Hong Kong Offer +Shares; +(iv) confirm that you are aware of the restrictions on the Global Offering set out in this +prospectus and they do not apply to you, or the person(s) for whose benefit you have made +the application; +(v) confirm that you have read this prospectus and any supplement to it and have relied only on +the information and representations contained therein in making your application (or as the +case may be, causing your application to be made) and will not rely on any other +information or representations; +(vi) agree that the Sole Sponsor, the Overall Coordinators, the Joint Global Coordinators, the +Joint Bookrunners, the Joint Lead Managers, the Underwriters and the Capital Market +Intermediaries, their or our Company’s respective directors, officers, employees, partners, +agents, advisers and any other parties involved in the Global Offering (the “ Relevant +Persons ”), the H Share Registrar and HKSCC will not be liable for any information and +representations not in this prospectus and any supplement to it; +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 286 – + + +--- page 295 --- +(vii) agree to disclose the details of your application and your personal data and any other +personal data which may be required about you and the person(s) for whose benefit you have +made the application to us, the Relevant Persons, the H Share Registrar, HKSCC, HKSCC +Nominees, the Stock Exchange, the SFC and any other statutory regulatory or governmental +bodies or otherwise as required by laws, rules or regulations, for the purposes under the +paragraphs headed “— G. Personal Data — 3. Purposes” and “— G. Personal Data — 4. +Transfer of Personal Data” in this section; +(viii) agree (without prejudice to any other rights which you may have once your application (or +as the case may be, HKSCC Nominees’ application) has been accepted) that you will not +rescind it because of an innocent misrepresentation; +(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous +Provisions) Ordinance, any application made by you or HKSCC Nominees on your behalf +cannot be revoked once it is accepted, which will be evidenced by the notification of the +result of the ballot by the H Share Registrar by way of publication of the results at the time +and in the manner as specified in the paragraph headed “— B. Publication of Results” in this +section; +(x) confirm that you are aware of the situations specified in the paragraph headed “— C. +Circumstances In Which You Will Not Be Allocated Hong Kong Offer Shares” in this +section; +(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it and the +resulting contract will be governed by and construed in accordance with the laws of Hong +Kong; +(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and +Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any place +outside Hong Kong that apply to your application and that neither we nor the Relevant +Persons will breach any law inside and/or outside Hong Kong as a result of the acceptance +of your offer to purchase, or any action arising from your rights and obligations under the +terms and conditions contained in this prospectus; +(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not +financed directly or indirectly by our Company, any of the Directors, chief executive of our +Company, substantial Shareholder(s) or existing Shareholder(s) or any of its subsidiaries or +any of their respective close associates; and (b) you are not accustomed or will not be +accustomed to taking instructions from our Company, any of the Directors, chief executive +of our Company, substantial Shareholder(s) or existing Shareholder(s) or any of its +subsidiaries or any of their respective close associates in relation to the acquisition, disposal, +voting or other disposition of the H Shares registered in your name or otherwise held by +you; +(xiv) warrant that the information you have provided is true and accurate; +(xv) confirm that you understand that we and the Overall Coordinators will rely on your +declarations and representations in deciding whether or not to allocate any Hong Kong Offer +Shares to you and that you may be prosecuted for making a false declaration; +(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to you +under the application; +(xvii) declare and represent that this is the only application made and the only application intended +by you to be made to benefit you or the person for whose benefit you are applying; +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 287 – + + +--- page 296 --- +(xviii) (if the application is made for your own benefit) warrant that no other application has been +or will be made for your benefit by giving electronic application instructions to HKSCC +directly or indirectly or through the application channel of the H Share Registrar or by any +one as your agent or by any other person; and +(xix) (if you are making the application as an agent for the benefit of another person) warrant that +(1) no other application has been or will be made by you as agent for or for the benefit of +that person or by that person or by any other person as agent for that person by giving +electronic application instructions to HKSCC; and (2) you have due authority to give +electronic application instructions on behalf of that other person as its agent. +B. PUBLICATION OF RESULTS +Results of Allocation +You can check whether you are successfully allocated any Hong Kong Offer Shares through: +Platform Date/Time +Applying through White Form eIPO service or HKSCC EIPO channel: +Website ...... The designated results of allocation at www.iporesults.com.hk +(alternatively: www.eipo.com.hk/eIPOAllotment ) with a “search by ID” +function. +24 hours, from 11:00 p.m. on Tuesday, +June 23, 2026 to 12:00 midnight on +Monday, June 29, 2026 (Hong Kong +time) +The full list of (i) wholly or partially successful applicants using the +White Form eIPO service and HKSCC EIPO channel, and (ii) the +number of Hong Kong Offer Shares conditionally allotted to them, +among other things, will be displayed on the “Allotment Results” page +of the White Form eIPO service at www.iporesults.com.hk +(alternatively: www.eipo.com.hk/eIPOAllotment ). +The Stock Exchange’s website at www.hkexnews.hk and our website at +www.seer-robotics.ai which will provide links to the abovementioned +websites of the H Share Registrar. +No later than 11:00 p.m. on Tuesday, +June 23, 2026 (Hong Kong time) +Telephone +852 2862 8555 — the allocation results telephone enquiry line +provided by the H Share Registrar +between 9:00 a.m. and 6:00 p.m. on +Wednesday, June 24, 2026, +Thursday, June 25, 2026, +Friday, June 26, 2026 and +Monday, June 29, 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 Monday, June 22, 2026 (Hong Kong time). +HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on Monday, +June 22, 2026 (Hong Kong time) on a 24-hour basis and should report any discrepancies on allotments +to HKSCC as soon as practicable. +Allocation Announcement +We expect to announce the level of indications of interest in the International Offering, the level +of applications in the Hong Kong Public Offering and the basis of allocations of Hong Kong Offer +Shares on the Stock Exchange’s website at www.hkexnews.hk +and our website at www.seer-robotics.ai +by no later than 11:00 p.m. on Tuesday, June 23, 2026 (Hong Kong time). +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 288 – + + +--- page 297 --- +C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER +SHARES +You should note the following situations in which Hong Kong Offer Shares will not be allocated +to you or the person(s) for whose benefit you are applying for: +1. If your application is revoked: +Your application or the application made by HKSCC Nominees on your behalf may be revoked +pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. +2. If we or our agents exercise our discretion to reject your application: +We, the Overall Coordinators, the H Share Registrar and their respective agents and nominees +have full discretion to reject or accept any application, or to accept only part of any application, +without giving any reasons. +3. If the allocation of Hong Kong Offer Shares is void: +The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not grant +permission to list the H Shares either: + within three weeks from the closing date of the application lists; or + within a longer period of up to six weeks if the Stock Exchange notifies us of that longer +period within three weeks of the closing date of the application lists. +4. If: + you make multiple applications or suspected multiple applications. 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 that by accepting your application, it or we would +violate applicable securities or other laws, rules or regulations. +5. If there is money settlement failure for allotted H Shares: +Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants will +be required to hold sufficient application funds on deposit with their designated bank before balloting. +After balloting of Hong Kong Offer Shares, the receiving bank will collect the portion of these funds +required to settle each HKSCC Participant’s actual Hong Kong Offer Share allotment from their +designated bank. +There is a risk of money settlement failure. In the extreme event of money settlement failure by +a HKSCC Participant (or its designated bank), who is acting on your behalf in settling payment for +your allotted shares, HKSCC will contact the defaulting HKSCC Participant and its designated bank to +determine the cause of failure and request such defaulting HKSCC Participant to rectify or procure to +rectify the failure. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 289 – + + +--- page 298 --- +However, if it is determined that such settlement obligation cannot be met, the affected Hong +Kong Offer Shares will be reallocated to the International Offering. Hong Kong Offer Shares applied +for by you through the broker or custodian may be affected to the extent of the settlement failure. In +the extreme case, you will not be allocated any Hong Kong Offer Shares due to the money settlement +failure by such HKSCC Participant. None of us, the Relevant Persons, the H Share Registrar and +HKSCC is or will be liable if Hong Kong Offer Shares are not allocated to you due to the money +settlement failure. +D. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF +APPLICATION MONIES +You will receive one H Share certificate for all Hong Kong Offer Shares allotted to you under the +Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO channel +where the H Share certificates will be deposited into CCASS as described below). +No temporary document of title will be issued in respect of the H Shares. No receipt will be +issued for sums paid on application. +H Share certificates will only become valid evidence of title at 8:00 a.m. on Wednesday, June 24, +2026 (Hong Kong time), provided that the Global Offering has become unconditional and the right of +termination described in “Underwriting” has not been exercised. Investors who trade H Shares prior to +the receipt of H Share certificates or the H Share certificates becoming valid evidence of title do so +entirely at their own risk. +The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus +application monies pending clearance of application monies. +The following sets out the relevant procedures and time: +White Form eIPO service HKSCC EIPO channel +Despatch/collection of H Share certificate (1) +For application of 200,000 Hong Kong +Offer Shares or more ........ +Collection in person from H Share Registrar, +Computershare Hong Kong Investor Services +Limited, at Shops 1712−1716, 17th Floor, Hopewell +Centre, 183 Queen’s Road East, Wan Chai, Hong +Kong +H Share certificate(s) will be issued in the name of +HKSCC Nominees, deposited into CCASS and +credited to your designated HKSCC Participant’s +stock account +Time: 9:00 a.m. to 1:00 p.m. on Wednesday, June 24, +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 200,000 +Hong Kong Offer Shares ....... +Your H Share certificate(s) will be sent to the address +specified in your application instructions by +ordinary post at your own risk +Time: Tuesday, June 23, 2026 +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 290 – + + +--- page 299 --- +White Form eIPO service HKSCC EIPO channel +Refund mechanism for surplus application monies paid by you +Date .................. Wednesday, June 24, 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 between you +and it through multiple bank +accounts ............... +Refund cheque(s) will be despatched to the address as +specified in your application instructions by +ordinary post at your own risk +Note: +(1) Except in the event of a No. 8 typhoon warning signal or above, a black rainstorm warning signal and/or an “extreme +conditions” as announced by the Hong Kong Government in the morning on Tuesday, June 23, 2026 rendering it +impossible for the relevant H Share certificates to be despatched to HKSCC in a timely manner, our Company shall +procure the H Share Registrar to arrange for delivery of the supporting documents and H Share certificates in accordance +with the contingency arrangements as agreed between them. You may refer to the paragraph headed “— 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 Thursday, June 18, 2026 if, there is/are: + a No. 8 typhoon warning signal or above; + a black rainstorm warning signal; 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 Thursday, June 18, 2026. +Instead they will open between 11:45 a.m. and 12:00 noon and close at 12:00 noon on the next +business day which does not have Severe Weather Signals in force at any time between 9:00 a.m. and +12:00 noon. +Prospective investors should be aware that a postponement of the opening/closing of the +application lists may result in a delay in the Listing Date. Should there be any changes to the dates +mentioned in “Expected Timetable,” an announcement will be made and published on the Stock +Exchange’s website at www.hkexnews.hk +and our website at www.seer-robotics.ai of the revised +timetable. +If a Severe Weather Signal is hoisted on Tuesday, June 23, 2026, the H Share Registrar will make +appropriate arrangements for the delivery of the H Share certificates to the CCASS Depository’s service +counter so that they would be available for trading on Wednesday, June 24, 2026. +If a Severe Weather Signal is hoisted on Wednesday, June 24, 2026, for application of 200,000 +Hong Kong Offer Shares or more, you may collect any refund cheque (where applicable) and/or share +certificates in person from the H Share Registrar’s office after the Severe Weather Signal is lowered or +cancelled (e.g. in the afternoon of Wednesday, June 24, 2026 or on Thursday, June 25, 2026). +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 291 – + + +--- page 300 --- +If a Severe Weather Signal is hoisted on Tuesday, June 23, 2026, for the application of less than +200,000 Hong Kong Offer Shares, the despatch of physical H Share certificate(s) 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 cancelled (e.g. in the afternoon of Tuesday, June 23, 2026 or on +Wednesday, June 24, 2026). +Prospective investors should be aware that if they choose to receive physical H Share +certificates issued in their own name, there may be a delay in receiving the H Share certificates. +F. ADMISSION OF THE H SHARES INTO CCASS +If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the Stock +Exchange and we comply with the stock admission requirements of HKSCC, the H Shares will be +accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect +from the date of commencement of dealings in the H Shares or any other date HKSCC chooses. +Settlement of transactions between Exchange Participants is required to take place in CCASS on the +second settlement day after any trading day. +All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC +Operational Procedures in effect from time to time. +All necessary arrangements have been made enabling the H Shares to be admitted into CCASS. +You should seek the advice of your broker or other professional advisor for details of the +settlement arrangement as such arrangements may affect your rights and interests. +G. PERSONAL DATA +The following Personal Information Collection Statement applies to any personal data collected +and held by our Company, the H Share Registrar, the receiving banks and the Relevant Persons about +you in the same way as it applies to personal data about applicants other than HKSCC Nominees. This +personal data may include client identifier(s) and your identification information. By giving application +instructions to HKSCC, you acknowledge that you have read, understood and agree to all of the terms +of the Personal Information Collection Statement below. +1. Personal Information Collection Statement +This Personal Information Collection Statement informs the applicant for, and holder of, Hong +Kong Offer Shares, of the policies and practices of 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 its agents and the H Share Registrar is accurate and +up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into or +out of their names or in procuring the services of the H Share Registrar. +Failure to supply the requested data or supplying inaccurate data may result in your application +for Hong Kong Offer Shares being rejected, or in the delay or the inability of our Company or the H +Share Registrar to effect transfers or otherwise render their services. It may also prevent or delay +registration or transfers of Hong Kong Offer Shares which you have successfully applied for and/or the +despatch of H Share certificate(s) to which you are entitled. +It is important that applicants for and holders of Hong Kong Offer Shares inform our Company +and the H Share Registrar immediately of any inaccuracies in the personal data supplied. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 292 – + + +--- page 301 --- +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, verification of compliance with the terms and application +procedures set out in this prospectus and announcing results of allocation of Hong Kong +Offer Shares; + compliance with applicable laws and regulations in Hong Kong and elsewhere; + registering new issues or transfers into or out of the names of the holders of the H Shares +including, where applicable, HKSCC Nominees; + maintaining or updating the register of members of our Company; + verifying identities of applicants for and holders of the H Shares and identifying any +duplicate applications for the H Shares; + facilitating Hong Kong Offer Shares balloting; + establishing benefit entitlements of holders of the H Shares, such as dividends, rights issues, +bonus issues, etc.; + distributing communications from our Company and its subsidiaries; + compiling statistical information and profiles of the holder of the H Shares; + disclosing relevant information to facilitate claims on entitlements; and + any other incidental or associated purposes relating to the above and/or to enable our +Company and the H Share Registrar to discharge their obligations to applicants and holders +of the H Shares and/or regulators and/or any other purposes to which applicants and holders +of the H Shares may from time to time agree. +4. Transfer of personal data +Personal data held by 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 necessary for achieving any of the above purposes, disclose, obtain or +transfer (whether within or outside Hong Kong) the personal data to, from or with any of the following: + our Company’s appointed agents such as financial advisers, receiving banks and overseas +principal share registrar; + HKSCC or HKSCC Nominees, who will use the personal data and may transfer the personal +data to the H Share Registrar for the purposes of providing its services or facilities or +performing its functions in accordance with its rules or procedures and operating FINI and +CCASS (including where applicants for the Hong Kong Offer Shares request a deposit into +CCASS); + any agents, contractors or third-party service providers who offer administrative, +telecommunications, computer, payment or other services to our Company or the H Share +Registrar in connection with their respective business operation; +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 293 – + + +--- page 302 --- + the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies or +otherwise as required by laws, rules or regulations, including for the purpose of the Stock +Exchange’s administration of the Listing Rules and the SFC’s performance of its statutory +functions; and + any persons or institutions with which the holders of Hong Kong Offer Shares have or +propose to have dealings, such as their bankers, solicitors, accountants or brokers etc. +5. Retention of personal data +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 which is no longer required will be destroyed or dealt with in accordance +with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong). +6. Access to and correction of personal data +Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether 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 processing 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 +“Corporate information” or as notified from time to time, for the attention of the company secretary, or +the H Share Registrar for the attention of the privacy compliance officer. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 294 – + + +--- page 303 --- +ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE +DIRECTORS OF SHANGHAI SEER INTELLIGENT TECHNOLOGY CO., LTD. AND CHINA +INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED +Introduction +We report on the historical financial information of Shanghai Seer Intelligent Technology Co., +Ltd. (the “ Company ”) and its subsidiaries (together, the “ Group ”) set out on pages I-3 to I-62, which +comprises the consolidated statements of profit or loss, statements of comprehensive income, statements +of changes in equity and statements of cash flows of the Group for each of the years ended 31 +December 2023, 2024 and 2025 (the “ Relevant Periods ”), and the consolidated statements of financial +position of the Group and the statements of financial position of the Company as at 31 December 2023, +2024 and 2025 and material accounting policy information and other explanatory information (together, +the “ Historical Financial Information ”). The Historical Financial Information set out on pages I-3 to +I-62 forms an integral part of this report, which has been prepared for inclusion in the prospectus of the +Company dated 15 June 2026 (the “ Prospectus ”) in connection with the initial listing of the shares of +the Company on the Main Board of The Stock Exchange of Hong Kong Limited (the “ Stock +Exchange ”). +Directors’ responsibility for the Historical Financial Information +The directors of the Company are responsible for the preparation of the Historical Financial +Information that gives a true and fair view in accordance with the basis of preparation set out in note +2.1 to the Historical Financial Information and for such internal control as the directors determine is +necessary to enable the preparation of the Historical Financial Information that is free from material +misstatement, whether due to fraud or error. +Reporting accountants’ responsibility +Our responsibility is to express an opinion on the Historical Financial Information and to report +our opinion to you. We conducted our work in accordance with Hong Kong Standard on Investment +Circular Reporting Engagements 200 Accountants’ Reports on Historical Financial Information in +Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants (“ HKICPA”). +This standard requires that we comply with ethical standards and plan and perform our work to obtain +reasonable assurance about whether the Historical Financial Information is free from material +misstatement. +Our work involved performing procedures to obtain evidence about the amounts and disclosures in +the Historical Financial Information. The procedures selected depend on the reporting accountants’ +judgement, including the assessment of risks of material misstatement of the Historical Financial +Information, whether due to fraud or error. In making those risk assessments, the reporting accountants +consider internal control relevant to the entity’s preparation of the Historical Financial Information that +gives a true and fair view in accordance with the basis of preparation set out in note 2.1 to the +Historical Financial Information in order to design procedures that are appropriate in the circumstances, +but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. +Our work also included evaluating the appropriateness of accounting policies used and the +reasonableness of accounting estimates made by the directors, as well as evaluating the overall +presentation of the Historical Financial Information. +We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for +our opinion. +APPENDIX I ACCOUNTANTS’ REPORT +– I-1 – + + +--- page 304 --- +Opinion +In our opinion, the Historical Financial Information gives, for the purposes of the accountants’ +report, a true and fair view of the financial position of the Group and the Company as at 31 December +2023, 2024 and 2025 and of the financial performance and cash flows of the Group for each of the +Relevant Periods in accordance with the basis of preparation set out in note 2.1 to the Historical +Financial Information. +Report on matters under the Rules Governing the Listing of Securities on the Stock Exchange and +the Companies (Winding Up and Miscellaneous Provisions) Ordinance +Adjustments +In preparing the Historical Financial Information, no adjustments to the Underlying Financial +Statements as defined on page I-3 have been made. +Dividends +We refer to note 12 to the Historical Financial Information which states that no dividends have +been paid by the Company in respect of the Relevant Periods. +Certified Public Accountants +Hong Kong +15 June 2026 +APPENDIX I ACCOUNTANTS’ REPORT +– I-2 – + + +--- page 305 --- +I. HISTORICAL FINANCIAL INFORMATION +Preparation of Historical Financial Information +Set out below is the Historical Financial Information which forms an integral part of this +accountants’ report. +The financial statements of the Group for the Relevant Periods, on which the Historical Financial +Information is based, were audited by Ernst & Young in accordance with Hong Kong Standards on +Auditing issued by the HKICPA (the “ Underlying Financial Statements ”). +The Historical Financial Information is presented in Renminbi (“ RMB”) and all values are +rounded to the nearest thousand (RMB’000) except when otherwise indicated. +(A) Consolidated Statements of Profit or Loss +Notes +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Revenue ............................ 5 249,023 339,323 441,877 +Cost of sales ......................... (126,597) (183,638) (232,582) +Gross profit .......................... 122,426 155,685 209,295 +Other income and gains ................... 6 5,784 10,576 11,629 +Selling and distribution expenses .............. (72,279) (88,985) (105,667) +Administrative expenses ................... (36,783) (42,929) (67,654) +Research and development expenses ............ (63,749) (71,311) (79,168) +Impairment losses on financial assets, net ......... (622) (1,932) (10,576) +Other expenses ........................ (200) (98) (1,540) +Finance costs ......................... 8 (1,561) (2,163) (3,116) +LOSS BEFORE TAX .................... 7 (46,984) (41,157) (46,797) +Income tax expense ..................... 11 (720) (1,151) (269) +LOSS FOR THE YEAR .................. (47,704) (42,308) (47,066) +Attributable to: +Owners of the parent ................... (47,704) (42,308) (47,066) +LOSS PER SHARE ATTRIBUTABLE TO ORDINARY +EQUITY HOLDERS OF THE PARENT +Basic and diluted (RMB) ................. 13 (0.53) (0.46) (0.48) +For the details of Pre-IPO Investments, please refer to Note 30 to this report. +(B) Consolidated Statements of Comprehensive Income +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +LOSS FOR THE YEAR ................... (47,704) (42,308) (47,066) +OTHER COMPREHENSIVE (LOSS)/INCOME +Other comprehensive (loss)/income to be reclassified to +profit or loss in subsequent periods: +Exchange differences on translation of foreign +operations .......................... — (6) 382 +OTHER COMPREHENSIVE (LOSS)/INCOME FOR +THE YEAR, NET OF TAX ................ — (6) 382 +TOTAL COMPREHENSIVE LOSS FOR THE YEAR . (47,704) (42,314) (46,684) +Attributable to: +Owners of the parent .................... (47,704) (42,314) (46,684) +APPENDIX I ACCOUNTANTS’ REPORT +– I-3 – + + +--- page 306 --- +(C) Consolidated Statements of Financial Position +Notes +31 December +2023 +31 December +2024 +31 December +2025 +RMB’000 RMB’000 RMB’000 +NON-CURRENT ASSETS +Property, plant and equipment ............... 14 5,706 4,518 5,668 +Right-of-use assets ...................... 15 15,603 19,809 27,885 +Other intangible assets .................... 16 1,271 1,095 1,869 +Other long-term receivables ................. 17 1,560 1,312 1,224 +Equity investments designated at fair value through +other comprehensive income ............... — — 250 +Other non-current assets ................... 18 635 1,494 1,871 +Total non-current assets ................... 24,775 28,228 38,767 +CURRENT ASSETS +Inventories .......................... 19 85,285 94,898 107,123 +Trade and notes receivables ................. 20 53,741 108,973 169,569 +Debt instruments at fair value through other +comprehensive income .................. 21 7,907 4,353 3,494 +Prepayments, other receivables and other assets ..... 22 10,534 11,257 17,589 +Financial assets at fair value through profit or loss ... 23 — 2,083 18,012 +Restricted bank deposits ................... 24 161 408 1,007 +Cash and cash equivalents .................. 24 99,681 92,859 153,940 +Total current assets ...................... 257,309 314,831 470,734 +CURRENT LIABILITIES +Trade and bills payables ................... 25 42,816 74,910 130,076 +Other payables and accruals ................. 26 35,503 41,342 50,872 +Contract liabilities ...................... 27 45,226 46,147 37,051 +Interest-bearing bank borrowings .............. 28 34,013 52,479 103,747 +Provision ........................... 29 624 860 1,116 +Tax payable .......................... 594 237 80 +Lease liabilities ........................ 15 2,609 4,891 6,100 +Total current liabilities .................... 161,385 220,866 329,042 +NET CURRENT ASSETS .................. +95,924 93,965 141,692 +TOTAL ASSETS LESS CURRENT LIABILITIES .... 120,699 122,193 180,459 +NON-CURRENT LIABILITIES +Interest-bearing bank borrowings .............. 28 — 9,000 9,000 +Lease liabilities ........................ 15 12,553 15,437 22,471 +Total non-current liabilities ................. 12,553 24,437 31,471 +NET ASSETS ......................... 108,146 97,756 148,988 +EQUITY +Paid-in capital ........................ 30 11,370 11,617 — +Share capital ......................... 30 — — 100,000 +Reserves ............................ 32 96,776 86,139 48,988 +Total equity .......................... 108,146 97,756 148,988 +For the details of Pre-IPO Investments, please refer to Note 30 to this report. +APPENDIX I ACCOUNTANTS’ REPORT +– I-4 – + + +--- page 307 --- +(D) Consolidated Statements of Changes in Equity +Attributable to owners of the parent +Paid-in capital Other reserves * +Exchange +fluctuation * +Accumulated +loss* Total +Note RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +At 1 January 2023 .................. 10,465 237,771 — (119,143) 129,093 +Loss for the year .................. — — — (47,704) (47,704) +Total comprehensive loss for the year .......... — — — (47,704) (47,704) +Capital injection .................. 905 — — — 905 +Business combination under common control ....... 33 — (945) — — (945) +Equity-settled share-based payments of the Company ... — 26,797 — — 26,797 +At 31 December 2023 ................ 11,370 263,623 — (166,847) 108,146 +At 31 December 2023 and 1 January 2024 ........ 11,370 263,623 — (166,847) 108,146 +Loss for the year .................. — — — (42,308) (42,308) +Other comprehensive loss for the year: +Exchange differences on translation of foreign operations .. — — (6) — (6) +Total comprehensive loss for the year .......... — — (6) (42,308) (42,314) +Capital injection .................. 247 — — — 247 +Equity-settled share-based payments of the Company ... — 31,677 — — 31,677 +At 31 December 2024 ................ 11,617 295,300 (6) (209,155) 97,756 +Attributable to owners of the parent +Paid-in capital Share capital Other reserves * +Exchange +fluctuation * +Accumulated +loss* Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +At 31 December 2024 and 1 January 2025 ....... 11,617 — 295,300 (6) (209,155) 97,756 +Loss for the year ................. ———— (47,066) (47,066) +Other comprehensive income for the year: +Exchange differences on translation of foreign operations . — — — 382 — 382 +Total comprehensive loss for the year ......... — — — 382 (47,066) (46,684) +Conversion into a joint stock company ........ (11,617) 11,617 (246,376) — 246,376 — +Issue of new shares ................ — 792 68,325 — — 69,117 +Other reserve converted into share capital ....... — 87,591 (87,591) — — — +Equity-settled share-based payments of the Company .. — — 28,799 — — 28,799 +At 31 December 2025 ............... — 100,000 58,457 376 (9,845) 148,988 +* The reserve accounts comprise the consolidated reserves of RMB96,776,000, RMB86,139,000 and RMB48,988,000 in the +consolidated statements of financial position as at the end of each of the Relevant Periods, respectively. +(E) Consolidated Statements of Cash Flows +Notes +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +CASH FLOWS FROM +/(USED IN) OPERATING ACTIVITIES +Loss before tax ........................ (46,984) (41,157) (46,797) +Adjustments for: +Finance costs ......................... 8 1,561 2,163 3,116 +Other interest income from financial assets at fair value +through profit or loss ................... 6 (332) (436) (1,418) +Loss/(gain) on disposal of items of property, plant and +equipment and right of use assets ............ 98 (4) 26 +Depreciation of items of property, plant and equipment . 14 3,426 2,781 2,613 +Depreciation of right of use assets ............. 15 5,587 5,546 6,241 +Amortization of intangible assets .............. 16 196 176 238 +APPENDIX I ACCOUNTANTS’ REPORT +– I-5 – + + +--- page 308 --- +Notes +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Impairment losses of trade and notes receivables .... 7 622 1,932 10,576 +Write-down of inventories to net realizable value .... 7 1,122 2,638 1,279 +Foreign exchange differences ................ (162) (418) 1,412 +Equity-settled share-based payment expenses ....... 7 26,797 31,677 28,799 +(8,069) 4,898 6,085 +Decrease/ (increase) in inventories ............. 7,599 (12,251) (13,504) +Increase in trade and notes receivables .......... (17,499) (57,164) (71,172) +Decrease in amounts due from related parties ...... 10,781 — — +(Increase)/decrease in debt instruments at fair value +through other comprehensive income .......... (5,221) 3,554 859 +Decrease/(increase) in prepayments, other receivables +and other assets ...................... 1,345 (723) (4,158) +Decrease/(increase) in restricted bank deposits ...... 1,018 (247) (599) +Decrease in other long-term receivables .......... 248 248 88 +Decrease/(increase) in other non-current assets ...... 660 (859) (377) +Increase in trade and bills payables ............ 17,861 32,094 55,166 +(Decrease)/increase in contract liabilities ......... (612) 921 (9,096) +Increase in provision ..................... 163 236 256 +Increase in other payables and accruals .......... 2,170 5,839 9,080 +Cash generated from/(used in) operations ......... 10,444 (23,454) (27,372) +Taxes paid ........................... (128) (1,508) (426) +Net cash flows from/(used in) operating activities .... 10,316 (24,962) (27,798) +CASH FLOWS USED IN INVESTING ACTIVITIES +Purchases of items of property, plant and equipment .. (4,119) (2,526) (3,788) +Purchase of other intangible assets ............. (71) — (1,012) +Purchase of financial assets measured at fair value +through profit or loss ................... (271,461) (173,040) (427,312) +Disposal of financial assets measured at fair value +through profit or loss ................... 271,793 171,393 412,801 +Proceeds from disposal of items of property, plant and +equipment ......................... 243 937 — +Purchase of equity investments designed at fair value +through other comprehensive income ......... — — (250) +Net cash flows used in investing activities ........ (3,615) (3,236) (19,561) +CASH FLOWS FROM FINANCING ACTIVITIES +New bank borrowings .................... 46,280 82,250 122,000 +Repayment of bank loans .................. (25,800) (54,830) (70,696) +Interest paid .......................... (722) (1,417) (2,346) +Proceeds from capital injection ............... 905 247 69,117 +Payment of lease liabilities ................. (6,425) (5,286) (6,880) +Payment of business combination under +common control ...................... 33 (945) — — +Payment of listing expense ................. — — (1,725) +Net cash flows from financing activities ......... 13,293 20,964 109,470 +NET INCREASE/(DECREASE) IN CASH AND +CASH EQUIV ALENTS ................. 19,994 (7,234) 62,111 +Cash and cash equivalents at beginning of year ..... 79,525 99,681 92,859 +Effect of foreign exchange rate changes, net ....... 162 412 (1,030) +CASH AND CASH EQUIV ALENTS +AT END OF YEAR ................... 99,681 92,859 153,940 +APPENDIX I ACCOUNTANTS’ REPORT +– I-6 – + + +--- page 309 --- +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +ANALYSIS OF BALANCES OF CASH AND CASH +EQUIV ALENTS +Cash and bank balances ................... 99,842 93,267 154,947 +Less: Restricted bank deposits ............... 161 408 1,007 +Cash and cash equivalents as stated in the consolidated +statements of financial position and the consolidated +statements of cash flows ................. 99,681 92,859 153,940 +(F) STATEMENT OF FINANCIAL POSITION OF THE COMPANY +Notes +31 December +2023 +31 December +2024 +31 December +2025 +RMB’000 RMB’000 RMB’000 +NON-CURRENT ASSETS +Property, plant and equipment ............... 14 5,689 4,498 4,369 +Right-of-use assets ...................... 15 15,603 19,809 14,944 +Other intangible assets .................... 16 969 845 1,671 +Investments in subsidiaries ................. 10 484 13,254 +Other long-term receivables ................. 17 600 400 200 +Equity investments designated at fair value through +other comprehensive income ............... — — 250 +Other non-current assets ................... 18 635 1,494 1,871 +Total non-current assets ................... 23,506 27,530 36,559 +CURRENT ASSETS +Inventories .......................... 19 94,510 111,358 122,261 +Trade and notes receivables ................. 20 53,683 108,915 175,086 +Debt instruments at fair value through other +comprehensive income .................. 21 7,907 4,353 3,494 +Prepayments, other receivables and other assets ..... 22 10,055 10,975 17,720 +Financial assets at fair value through profit or loss ... 23 — 2,083 18,012 +Restricted bank deposits ................... 24 161 408 1,007 +Cash and cash equivalents .................. 24 97,022 92,311 139,627 +Total current assets ...................... 263,338 330,403 477,207 +CURRENT LIABILITIES +Trade and bills payables ................... 25 71,526 122,434 195,578 +Other payables and accruals ................. 26 30,894 36,458 43,750 +Contract liabilities ...................... 27 43,102 46,147 36,973 +Interest-bearing bank borrowings .............. 28 34,013 50,179 98,019 +Provisions ........................... 29 624 860 1,116 +Lease liabilities ........................ 15 2,609 4,891 5,316 +Total current liabilities .................... 182,768 260,969 380,752 +NET CURRENT ASSETS .................. +80,570 69,434 96,455 +TOTAL ASSETS LESS CURRENT LIABILITIES .... 104,076 96,964 133,014 +NON-CURRENT LIABILITIES +Interest-bearing bank borrowings .............. 28 — 9,000 9,000 +Lease liabilities ........................ 15 12,553 15,437 9,887 +Total non-current liabilities ................. 12,553 24,437 18,887 +NET ASSETS ......................... 91,523 72,527 114,127 +EQUITY +Paid-in capital ........................ 30 11,370 11,617 — +Share capital ......................... 30 — — 100,000 +Reserves ............................ 32 80,153 60,910 14,127 +Total equity .......................... 91,523 72,527 114,127 +APPENDIX I ACCOUNTANTS’ REPORT +– I-7 – + + +--- page 310 --- +II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION +1. CORPORATE AND GROUP INFORMATION +Shanghai Seer Intelligent Technology Co., Ltd. is a limited liability company incorporated in +Shanghai. The registered office of the Company is located at Building 11, Lane 2777, Jinxiu East Road, +China (Shanghai) Pilot Free Trade Zone. +During the Relevant Periods, the Group provided one-stop robotics solutions through their +platform by integrating robotic controllers, robot integrating their proprietary robotic controllers and +software. The Group mainly generates revenue from sales of robots and robotic controllers, along with +fees charged for proprietary software. +The Company has been converted into a joint stock company with limited liability on 24 March +2025. +As at the end of the Relevant Periods, the Company had direct interests in its subsidiaries, the +particulars of which are set out below: +Information about subsidiaries +Name +Date and place of +incorporation/ +registration +Nominal value of issued +ordinary/ +registered share capital +Percentage of equity +attributable to the Company +Principal activitiesDirect Indirect +Shanghai Seer Soft Information +Technology Co., Ltd. (a)(b)(c) . +28 April 2018 +Chinese Mainland +RMB1,000,000 100% — Services of information and +intelligent technology +Jiangsu Xianjue Intelligent +Technology Co., Ltd. (a)(b) .. +16 April 2020 +Chinese Mainland +RMB10,000,000 100% — Manufacture and sales of +industrial products +Shanghai Xiangang Technology +Co., Ltd. (a)(b) ........ +5 March 2023 +Chinese Mainland +RMB1,000,000 100% — Manufacture and sales of +industrial products +SEER Intelligent HK Holding +Limited (d) .......... +14 November 2023 +Hong Kong +HKD10,000 100% — Investment holding +Seer Robotics Europe GmbH (d) . 16 October 2024 +Germany +EUR100,000 100% — Manufacture and sales of +industrial products +Wuxi Seer Intelligent Technology +Co., Ltd. (d) ......... +22 April 2025 +Chinese Mainland +RMB10,000,000 100% — Manufacture and sales of +industrial Products +Shanghai Seer Robot Co., Ltd. +(d) .............. +15 October 2025 +Chinese Mainland +RMB1,000,000 100% — Manufacture and sales of +industrial Products +(a) The statutory financial statements of these entities for the year ended 31 December 2023, prepared in accordance with +Chinese Mainland’s Accounting Standards for Business Enterprises and regulations have been audited by Shanghai Branch, +Baker Tilly International Certified Public Accountants, a certified public accounting firm registered in the PRC. +(b) The statutory financial statements of these entities for the year ended 31 December 2024, prepared in accordance with +Chinese Mainland’s Accounting Standards for Business Enterprises and regulations have been audited by Shanghai Branch, +Gongzheng Tianye Certified Public Accountants, a certified public accounting firm registered in the PRC. +(c) The statutory financial statements of this entity for the year ended 31 December 2025, prepared in accordance with +Chinese Mainland’s Accounting Standards for Business Enterprises and regulations have been audited by Shanghai Jinhang +Certified Public Accountants Co., Ltd., a certified public accounting firm registered in the PRC. +(d) No audited financial statements have been prepared for the entity since its incorporation, as the entity was not subject to +any statutory audit requirements under the relevant rules and regulations in its jurisdiction of incorporation. +2.1 BASIS OF PREPARATION +For ordinary shares issued to Pre-IPO Investors, pursuant to the supplemental agreements entered +into between the Company and the Pre-IPO Investors in relation to the termination of certain of special +rights granted by the Company, including redemption rights, liquidation preferences and anti-dilution +rights, which are void ab initio as described in note 30 to this report, having taking into account the +legal and regulatory framework of the Company’s jurisdiction and the governing law of the +APPENDIX I ACCOUNTANTS’ REPORT +– I-8 – + + +--- page 311 --- +supplementary agreements, the directors considered that it is appropriate to present the Pre-IPO +Investments as equity throughout the Relevant Periods. For the details of financial impacts, see note 30 +to this report. +The Historical Financial Information has been prepared in accordance with IFRS Accounting +Standards, which comprise all standards and interpretations approved by the International Accounting +Standards Board (“ IASB”). All IFRS Accounting Standards effective for the accounting period +commencing from 1 January 2025, together with the relevant transitional provisions, have been adopted +by the Group in the preparation of the Historical Financial Information throughout the Relevant +Periods. +The Historical Financial Information has been prepared under the historical cost convention +except for certain financial instruments which have been measured at fair value at the end of each of +the Relevant Periods. +Basis of consolidation +The consolidated financial statements include the financial statements of the Company and its +subsidiaries (collectively referred to as the “ Group ”) for the Relevant Periods. A subsidiary is an entity, +directly or indirectly, controlled by the Company. Control is achieved when the Group is exposed, or +has rights, to variable returns from its involvement with the investee and has the ability to affect those +returns through its power over the investee (i.e., existing rights that give the Group the current ability +to direct the relevant activities of the investee). +Generally, there is a presumption that a majority of voting rights results in control. When the +Company has less than a majority of the voting or similar rights of an investee, the Group considers all +relevant facts and circumstances in assessing whether it has power over an investee, including: +(a) the contractual arrangement with the other vote holders of the investee; +(b) rights arising from other contractual arrangements; and +(c) the Group’s voting rights and potential voting rights. +The financial statements of the subsidiaries are prepared for the same reporting period as the +Company, using consistent accounting policies. The results of subsidiaries are consolidated from the +date on which the Group obtains control, and continue to be consolidated until the date that such +control ceases. +Profit or loss and each component of other comprehensive income are attributed to the owners of +the parent of the Group and to the non-controlling interests, even if this results in the non-controlling +interests having a deficit balance. All intra-group assets and liabilities, equity, income, expenses and +cash flows relating to transactions between members of the Group are eliminated in full on +consolidation. +The Group reassesses whether or not it controls an investee if facts and circumstances indicate +that there are changes to one or more of the three elements of control described above. A change in the +ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. +If the Group loses control over a subsidiary, it derecognises the related assets (including +goodwill), liabilities, any non-controlling interest and the exchange fluctuation reserve; and recognises +the fair value of any investment retained and any resulting surplus or deficit in profit or loss. The +Group’s share of components previously recognised in other comprehensive income is reclassified to +profit or loss or retained profits, as appropriate, on the same basis as would be required if the Group +had directly disposed of the related assets or liabilities. +APPENDIX I ACCOUNTANTS’ REPORT +– I-9 – + + +--- page 312 --- +2.2 ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS +The Group has not applied the following new and amended IFRS Accounting Standards, that have +been issued but are not yet effective, in this Historical Financial Information. +Amendments to IFRS 10 and +IAS 28 +Sale or Contribution of Assets between an Investor +and its Associate or Joint V enture 1 +Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of +Financial Instruments 2 +Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity 2 +IFRS 18 Presentation and Disclosure in Financial Statements 3 +IFRS 19 Subsidiaries without Public Accountability Disclosures 3 +Amendments to IFRS 19 Subsidiaries without Public Accountability Disclosures 3 +Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency 3 +Annual Improvements to IFRS +Accounting Standards +— V olume 11 +Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and +IAS 7 +2 +1 No mandatory effective date yet determined but available for adoption +2 Effective for annual periods beginning on or after 1 January 2026 +3 Effective for annual/reporting periods beginning on or after 1 January 2027 +The Group is in the process of making an assessment of the impact of these new and amended +IFRS Accounting Standards upon initial application. The application of IFRS 18 will have no impact on +the consolidated statement of financial position of the Group, but will have impact on the presentation +of the consolidated statement of profit or loss and the consolidated statement of comprehensive income. +Up to now, except for IFRS 18, the Group considers that these new and amended IFRS Accounting +Standards will not have a significant impact on the Group’s financial statements. +2.3 MATERIAL ACCOUNTING POLICIES +Fair value measurement +The Group measures its debt instruments at fair value through other comprehensive income, +equity investments designated at fair value through other comprehensive income, financial assets at fair +value through profit and loss at the end of each of Relevant Periods. Fair value is the price that would +be received to sell an asset or paid to transfer a liability in an orderly transaction between market +participants at the measurement date. The fair value measurement is based on the presumption that the +transaction to sell the asset or transfer the liability takes place either in the principal market for the +asset or liability, or in the absence of a principal market, in the most advantageous market for the asset +or liability. The principal or the most advantageous market must be accessible by the Group. The fair +value of an asset or a liability is measured using the assumptions that market participants would use +when pricing the asset or liability, assuming that market participants act in their economic best interest. +A fair value measurement of a non-financial asset takes into account a market participant’s ability +to generate economic benefits by using the asset in its highest and best use or by selling it to another +market participant that would use the asset in its highest and best use. +The Group uses valuation techniques that are appropriate in the circumstances and for which +sufficient data are available to measure fair value, maximising the use of relevant observable inputs and +minimising the use of unobservable inputs. +All assets and liabilities for which fair value is measured or disclosed in the financial statements +are categorised within the fair value hierarchy, described as follows, based on the lowest level input +that is significant to the fair value measurement as a whole: +Level 1 — based on quoted prices (unadjusted) in active markets for identical assets or liabilities +Level 2 — based on valuation techniques for which the lowest level input that is significant to the fair value +measurement is observable, either directly or indirectly +APPENDIX I ACCOUNTANTS’ REPORT +– I-10 – + + +--- page 313 --- +Level 3 — based on valuation techniques for which the lowest level input that is significant to the fair value +measurement is unobservable +For assets and liabilities that are recognised in the financial statements on a recurring basis, the +Group determines whether transfers have occurred between levels in the hierarchy by reassessing +categorisation (based on the lowest level input that is significant to the fair value measurement as a +whole) at the end of the Relevant Periods. +Impairment of non-financial assets +Where an indication of impairment exists, or when annual impairment testing for an asset is +required (other than inventories, financial assets, and non-current assets), the asset’s recoverable +amount is estimated. An asset’s recoverable amount is the higher of the asset’s or cash-generating unit’s +value in use and its fair value less costs of disposal, and is determined for an individual asset, unless +the asset does not generate cash inflows that are largely independent of those from other assets or +groups of assets, in which case the recoverable amount is determined for the cash-generating unit to +which the asset belongs. +In testing a cash-generating unit for impairment, a portion of the carrying amount of a corporate +asset (e.g., a headquarters building) is allocated to an individual cash-generating unit if it can be +allocated on a reasonable and consistent basis or, otherwise, to the smallest group of cash-generating +units. +An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable +amount. In assessing value in use, the estimated future cash flows are discounted to their present value +using a pre-tax discount rate that reflects current market assessments of the time value of money and +the risks specific to the asset. An impairment loss is charged to the statement of profit or loss in the +period in which it arises in those expense categories consistent with the function of the impaired asset. +An assessment is made at the end of the Relevant Periods as to whether there is an indication that +previously recognised impairment losses may no longer exist or may have decreased. If such an +indication exists, the recoverable amount is estimated. A previously recognised impairment loss of an +asset other than goodwill is reversed only if there has been a change in the estimates used to determine +the recoverable amount of that asset, but not to an amount higher than the carrying amount that would +have been determined (net of any depreciation/amortisation) had no impairment loss been recognised +for the asset in prior years. A reversal of such an impairment loss is credited to the statement of profit +or loss in the period in which it arises. +Related parties +A party is considered to be related to the Group if: +(a) the party is a person or a close member of that person’s family and that person +(i) has control or joint control over the Group; +(ii) has significant influence over the Group; or +(iii) is a member of the key management personnel of the Group or of a parent of the +Group; +or +(b) the party is an entity where any of the following conditions applies: +(i) the entity and the Group are members of the same group; +APPENDIX I ACCOUNTANTS’ REPORT +– I-11 – + + +--- page 314 --- +(ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary +or fellow subsidiary of the other entity); +(iii) the entity and the Group are joint ventures of the same third party; +(iv) one entity is a joint venture of a third entity and the other entity is an associate of the +third entity; +(v) the entity is a post-employment benefit plan for the benefit of employees of either the +Group or an entity related to the Group; +(vi) the entity is controlled or jointly controlled by a person identified in (a); +(vii) a person identified in (a)(i) has significant influence over the entity or is a member of +the key management personnel of the entity (or of a parent of the entity); and +(viii) the entity, or any member of a group of which it is a part, provides key management +personnel services to the Group or to the parent of the Group. +Property, plant and equipment and depreciation +Property, plant and equipment, other than construction in progress, are stated at cost less +accumulated depreciation and any impairment losses. The cost of an item of property, plant and +equipment comprises its purchase price and any directly attributable costs of bringing the asset to its +working condition and location for its intended use. +Expenditure incurred after items of property, plant and equipment have been put into operation, +such as repairs and maintenance, is normally charged to the statement of profit or loss in the period in +which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a +major inspection is capitalised in the carrying amount of the asset as a replacement. Where significant +parts of property, plant and equipment are required to be replaced at intervals, the Group recognises +such parts as individual assets with specific useful lives and depreciates them accordingly. +Depreciation is calculated on the straight-line basis to write off the cost of each item of property, +plant and equipment to its residual value over its estimated useful life. The principal annual rates used +for this purpose are as follows: +Leasehold improvements 33.33%−50.00% +Machinery 20.00% +Furniture and fixtures 20.00% +Electronic devices 10.00%−33.33% +Vehicles 10.00% +Where parts of an item of property, plant and equipment have different useful lives, the cost of +that item is allocated on a reasonable basis among the parts and each part is depreciated separately. +Residual values, useful lives and the depreciation method are reviewed, and adjusted if appropriate, at +least at each financial year end. +An item of property, plant and equipment including any significant part initially recognised is +derecognised upon disposal or when no future economic benefits are expected from its use or disposal. +Any gain or loss on disposal or retirement recognised in the statement of profit or loss in the year the +asset is derecognised is the difference between the net sales proceeds and the carrying amount of the +relevant asset. +Construction in progress is stated at cost less any impairment losses, and is not depreciated. It is +reclassified to the appropriate category of property, plant and equipment when completed and ready for +use. +APPENDIX I ACCOUNTANTS’ REPORT +– I-12 – + + +--- page 315 --- +Intangible assets (other than goodwill) +Intangible assets acquired separately are measured on initial recognition at cost. The cost of +intangible assets acquired in a business combination is the fair value at the date of acquisition. The +useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with +finite lives are subsequently amortised over the useful economic life and assessed for impairment +whenever there is an indication that the intangible asset may be impaired. The amortisation period and +the amortisation method for an intangible asset with a finite useful life are reviewed at least at each +financial year end. +Research and development expenses +All research costs are charged to the statement of profit or loss as incurred. +Expenditure incurred on projects to develop new products is capitalised and deferred only when +the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be +available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset +will generate future economic benefits, the availability of resources to complete the project and the +ability to measure reliably the expenditure during the development. Product development expenditure +which does not meet these criteria is expensed when incurred. +Leases +The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, +or contains, a lease if the contract conveys the right to control the use of an identified asset for a period +of time in exchange for consideration. +Group as a lessee +The Group applies a single recognition and measurement approach for all leases, except for +short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease +payments and right-of-use assets representing the right to use the underlying assets. +(a) Right-of-use assets +Right-of-use assets are recognised at the commencement date of the lease (that is the date the +underlying asset is available for use). Right-of-use assets are measured at cost, less accumulated +depreciation and any impairment losses, and adjusted for any remeasurement of lease liabilities. The +cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs +incurred, and lease payments made at or before the commencement date less any lease incentives +received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease terms +and the estimated useful lives of the assets as follows: +Buildings 2 to 6 years +If ownership of the leased asset transfers to the Group by the end of the lease term or the cost +reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of +the asset. +(b) Lease liabilities +Lease liabilities are recognised at the commencement date of the lease at the present value of +lease payments to be made over the lease term. The lease payments include fixed payments (including +in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend +on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease +payments also include the exercise price of a purchase option reasonably certain to be exercised by the +Group and payments of penalties for termination of a lease, if the lease term reflects the Group +APPENDIX I ACCOUNTANTS’ REPORT +– I-13 – + + +--- page 316 --- +exercising the option to terminate the lease. The variable lease payments that do not depend on an +index or a rate are recognised as an expense in the period in which the event or condition that triggers +the payment occurs. +In calculating the present value of lease payments, the Group uses its incremental borrowing rate +at the lease commencement date because the interest rate implicit in the lease is not readily +determinable. After the commencement date, the amount of lease liabilities is increased to reflect the +accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease +liabilities is remeasured if there is a modification, a change in the lease term, a change in lease +payments (e.g., a change to future lease payments resulting from a change in an index or rate) or a +change in assessment of an option to purchase the underlying asset. +(c) Short-term leases and leases of low-value assets +The Group applies the short-term lease recognition exemption to its short-term leases of +machinery and equipment (that is those leases that have a lease term of 12 months or less from the +commencement date and do not contain a purchase option). It also applies the recognition exemption +for leases of low-value assets to leases of office equipment and laptop computers that are considered to +be of low value. +Lease payments on short-term leases and leases of low-value assets are recognised as an expense +on a straight-line basis over the lease term. +Investments and other financial assets +Initial recognition and measurement +Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, +fair value through other comprehensive income, and fair value through profit or loss. +The classification of financial assets at initial recognition depends on the financial asset’s +contractual cash flow characteristics and the Group’s business model for managing them. With the +exception of trade receivables that do not contain a significant financing component or for which the +Group has applied the practical expedient of not adjusting the effect of a significant financing +component, the Group initially measures a financial asset at its fair value plus in the case of a financial +asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a +significant financing component or for which the Group has applied the practical expedient are +measured at the transaction price determined under IFRS 15 in accordance with the policies set out for +“Revenue recognition” below. +In order for a financial asset to be classified and measured at amortised cost or fair value through +other comprehensive income, it needs to give rise to cash flows that are solely payments of principal +and interest (“ SPPI”) on the principal amount outstanding. Financial assets with cash flows that are not +SPPI are classified and measured at fair value through profit or loss, irrespective of the business model. +The Group’s business model for managing financial assets refers to how it manages its financial +assets in order to generate cash flows. The business model determines whether cash flows will result +from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified +and measured at amortised cost are held within a business model with the objective to hold financial +assets in order to collect contractual cash flows, while financial assets classified and measured at fair +value through other comprehensive income are held within a business model with the objective of both +holding to collect contractual cash flows and selling. Financial assets which are not held within the +aforementioned business models are classified and measured at fair value through profit or loss. +Purchases or sales of financial assets that require delivery of assets within the period generally +established by regulation or convention in the marketplace are recognised on the trade date, that is, the +date that the Group commits to purchase or sell the asset. +APPENDIX I ACCOUNTANTS’ REPORT +– I-14 – + + +--- page 317 --- +Subsequent measurement +The subsequent measurement of financial assets depends on their classification as follows: +Financial assets at amortised cost (debt instruments) +Financial assets at amortised cost are subsequently measured using the effective interest method +and are subject to impairment. Gains and losses are recognised in the statement of profit or loss when +the asset is derecognised, modified or impaired. +Financial assets at fair value through other comprehensive income (debt instruments) +For debt instruments at fair value through other comprehensive income, interest income, foreign +exchange revaluation and impairment losses or reversals are recognised in the statement of profit or +loss and computed in the same manner as for financial assets measured at amortised cost. The +remaining fair value changes are recognised in other comprehensive income. Upon derecognition, the +cumulative fair value change recognised in other comprehensive income is recycled to the statement of +profit or loss. +Financial assets designated at fair value through other comprehensive income (equity investments) +Upon initial recognition, the Group can elect to classify irrevocably its equity investments as +equity investments designated at fair value through other comprehensive income when they meet the +definition of equity under IAS 32 Financial Instruments: Presentation and are not held for trading. The +classification is determined on an instrument-by-instrument basis. +Gains and losses on these financial assets are never recycled to the statement of profit or loss. +Dividends are recognised as other income in the statement of profit or loss when the right of payment +has been established, except when the Group benefits from such proceeds as a recovery of part of the +cost of the financial asset, in which case, such gains are recorded in other comprehensive income. +Equity investments designated at fair value through other comprehensive income are not subject to +impairment assessment. +Financial assets at fair value through profit or loss +Financial assets at fair value through profit or loss are carried in the statement of financial +position at fair value with net changes in fair value recognised in the statement of profit or loss. +Derecognition of financial assets +A financial asset (or, where applicable, a part of a financial asset or part of a group of similar +financial assets) is primarily derecognised (i.e., removed from the Group’s consolidated statement of +financial position) when: + the rights to receive cash flows from the asset have expired; or + the Group has transferred its rights to receive cash flows from the asset or has assumed an +obligation to pay the received cash flows in full without material delay to a third party under +a “pass-through” arrangement; and either (a) the Group has transferred substantially all the +risks and rewards of the asset, or (b) the Group has neither transferred nor retained +substantially all the risks and rewards of the asset, but has transferred control of the asset. +When the Group has transferred its rights to receive cash flows from an asset or has entered into a +pass-through arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of +ownership of the asset. When it has neither transferred nor retained substantially all the risks and +rewards of the asset nor transferred control of the asset, the Group continues to recognise the +APPENDIX I ACCOUNTANTS’ REPORT +– I-15 – + + +--- page 318 --- +transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also +recognises an associated liability. The transferred asset and the associated liability are measured on a +basis that reflects the rights and obligations that the Group has retained. +Continuing involvement that takes the form of a guarantee over the transferred asset is measured +at the lower of the original carrying amount of the asset and the maximum amount of consideration that +the Group could be required to repay. +Impairment of financial assets +The Group recognises an allowance for expected credit losses (“ ECLs”) for all debt instruments +not held at fair value through profit or loss. ECLs are based on the difference between the contractual +cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, +discounted at an approximation of the original effective interest rate. The expected cash flows will +include cash flows from the sale of collateral held or other credit enhancements that are integral to the +contractual terms. +General approach +ECLs are recognised in two stages. For credit exposures for which there has not been a significant +increase in credit risk since initial recognition, ECLs are provided for credit losses that result from +default events that are possible within the next 12 months (a 12-month ECL). For those credit +exposures for which there has been a significant increase in credit risk since initial recognition, a loss +allowance is required for credit losses expected over the remaining life of the exposure, irrespective of +the timing of the default (a lifetime ECL). +At the end of each of the Relevant Periods, the Group assesses whether the credit risk on a +financial instrument has increased significantly since initial recognition. When making the assessment, +the Group compares the risk of a default occurring on the financial instrument as at the end of each of +the Relevant Periods with the risk of a default occurring on the financial instrument as at the date of +initial recognition and considers reasonable and supportable information that is available without undue +cost or effort, including historical and forward-looking information. The Group considers that there has +been a significant increase in credit risk when contractual payments are more than 90 days past due. +The Group considers a financial asset in default when contractual payments are 365 days past due. +However, in certain cases, the Group may also consider a financial asset to be in default when internal +or external information indicates that the Group is unlikely to receive the outstanding contractual +amounts in full before taking into account any credit enhancements held by the Group. +A financial asset is written off when there is no reasonable expectation of recovering the +contractual cash flows. +Debt instruments at fair value through other comprehensive income and financial assets at +amortised cost are subject to impairment under the general approach and they are classified within the +following stages for measurement of ECLs except for trade receivables and contract assets which apply +the simplified approach as detailed below. +Stage 1 — Financial instruments for which credit risk has not increased significantly since initial +recognition and for which the loss allowance is measured at an amount equal to 12-month ECLs +Stage 2 — Financial instruments for which credit risk has increased significantly since initial recognition +but that are not credit-impaired financial assets and for which the loss allowance is measured at +an amount equal to lifetime ECLs +Stage 3 — Financial assets that are credit-impaired at the end of each of the Relevant Periods (but that are +not purchased or originated credit-impaired) and for which the loss allowance is measured at an +amount equal to lifetime ECLs +APPENDIX I ACCOUNTANTS’ REPORT +– I-16 – + + +--- page 319 --- +Simplified approach +For trade receivables and contract assets that do not contain a significant financing component or +when the Group applies the practical expedient of not adjusting the effect of a significant financing +component, the Group applies the simplified approach in calculating ECLs. Under the simplified +approach, the Group does not track changes in credit risk, but instead recognises a loss allowance based +on lifetime ECLs at the end of each of the Relevant Periods. The Group has established a provision +matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific +to the debtors and the economic environment. +Classification as equity and financial liabilities +Debt and equity instruments are classified as either financial liabilities or as equity in accordance +with the substance of the contractual arrangements and the definitions of financial liability and equity +instrument. +A financial liability is any liability that is (a) a contractual obligation (i) to deliver cash or another +financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another +entity under conditions that are potentially unfavourable to the entity; or (b) a contract that will or may +be settled in the entity’s own equity instruments and is: (i) a non-derivative for which the entity is or +may be obliged to deliver a variable number of the entity’s own equity instruments; or (ii) a derivative +that will or may be settled other than by the exchange of a fixed amount of cash or another financial +asset for a fixed number of the entity’s own equity instruments. +An equity instrument is any contract that evidences a residual interest in the assets of an entity +after deducting all of its liabilities. +Financial liabilities +Initial recognition and measurement +Financial liabilities are classified, at initial recognition, as loans and borrowings or payables, as +appropriate. +All financial liabilities are recognised initially at fair value and, in the case of loans and +borrowings and payables, net of directly attributable transaction costs. +The Group’s financial liabilities include trade and other payables and interest-bearing bank +borrowings. +Subsequent measurement +The subsequent measurement of financial liabilities depends on their classification as follows: +Financial liabilities at amortised cost (trade and other payables, and borrowings) +After initial recognition, trade and other payables, and interest-bearing borrowings are +subsequently measured at amortised cost, using the effective interest rate method unless the effect of +discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognised +in the statement of profit or loss when the liabilities are derecognised as well as through the effective +interest rate amortisation process. +Amortised cost is calculated by taking into account any discount or premium on acquisition and +fees or costs that are an integral part of the effective interest rate. The effective interest rate +amortisation is included in finance costs in the statement of profit or loss. +APPENDIX I ACCOUNTANTS’ REPORT +– I-17 – + + +--- page 320 --- +Derecognition of financial liabilities +A financial liability is derecognised when the obligation under the liability is discharged or +cancelled, or expires. +When an existing financial liability is replaced by another from the same lender on substantially +different terms, or the terms of an existing liability are substantially modified, such an exchange or +modification is treated as a derecognition of the original liability and a recognition of a new liability, +and the difference between the respective carrying amounts is recognised in the statement of profit or +loss. +Inventories +Inventories are stated at the lower of cost and net realisable value. Cost is determined on the +weighted average basis and, in the case of work in progress and finished goods, comprises direct +materials, direct labour and an appropriate proportion of overheads. For inventories, other than samples +and defective items, net realisable value is based on estimated selling prices less any estimated costs to +be incurred to completion and disposal. +For samples and defective items, the Company estimates the allowance for inventory obsolescence +by applying a historical loss ratio based on the ageing of inventories and past experience of inventory +deterioration rates. This methodology reflects reasonable and supportable assumptions about historical +trends, current conditions, and forward-looking expectations. +Cash and cash equivalents +Cash and cash equivalents in the statement of financial position comprise cash on hand and at +banks, and short-term highly liquid deposits with a maturity of generally within three months that are +readily convertible into known amounts of cash, subject to an insignificant risk of changes in value and +held for the purpose of meeting short-term cash commitments. +For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise +cash on hand and at banks, and short-term deposits as defined above, less bank overdrafts which are +repayable on demand and form an integral part of the Group’s cash management. +Provisions +A provision is recognised when a present obligation (legal or constructive) has arisen as a result +of a past event and it is probable that a future outflow of resources will be required to settle the +obligation, provided that a reliable estimate can be made of the amount of the obligation. +When the effect of discounting is material, the amount recognised for a provision is the present +value at the end of the reporting period of the future expenditures expected to be required to settle the +obligation. The increase in the discounted present value amount arising from the passage of time is +included in finance costs in the statement of profit or loss. +The Group provides for warranties in relation to the sale of products during the warranty period. +The amount recognised as a provision is the best estimate of the consideration required to settle the +present obligation at the end of the reporting period, taking into account the risks and uncertainties +surrounding the obligation. The warranty-related cost is revised annually. +Income tax +Income tax comprises current and deferred tax. Income tax relating to items recognised outside +profit or loss is recognised outside profit or loss, either in other comprehensive income or directly in +equity. +APPENDIX I ACCOUNTANTS’ REPORT +– I-18 – + + +--- page 321 --- +Current tax assets and liabilities are measured at the amount expected to be recovered from or +paid to the taxation authorities, based on tax rates (and tax laws) that have been enacted or +substantively enacted by the end of the reporting period, taking into consideration interpretations and +practices prevailing in the countries in which the Group operates. +Deferred tax is provided, using the liability method, on all temporary differences at the end of the +reporting period between the tax bases of assets and liabilities and their carrying amounts for financial +reporting purposes. +Deferred tax liabilities are recognised for all taxable temporary differences, except: + when the deferred tax liability arises from the initial recognition of goodwill or an asset or +liability in a transaction that is not a business combination and, at the time of the +transaction, affects neither the accounting profit nor taxable profit or loss and does not give +rise to equal taxable and deductible temporary differences; and + in respect of taxable temporary differences associated with investments in subsidiaries, when +the timing of the reversal of the temporary differences can be controlled and it is probable +that the temporary differences will not reverse in the foreseeable future. +Deferred tax assets are recognised for all deductible temporary differences, and the carryforward +of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it +is probable that taxable profit will be available against which the deductible temporary differences, and +the carryforward of unused tax credits and unused tax losses can be utilised, except: + when the deferred tax asset relating to the deductible temporary differences arises from the +initial recognition of an asset or liability in a transaction that is not a business combination +and, at the time of the transaction, affects neither the accounting profit nor taxable profit or +loss and does not give rise to equal taxable and deductible temporary differences; and + in respect of deductible temporary differences associated with investments in subsidiaries, +deferred tax assets are only recognised to the extent that it is probable that the temporary +differences will reverse in the foreseeable future and taxable profit will be available against +which the temporary differences can be utilised. +The carrying amount of deferred tax assets is reviewed at the end of the Relevant Periods and +reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow +all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the +end of the Relevant Periods and are recognised to the extent that it has become probable that sufficient +taxable profit will be available to allow all or part of the deferred tax asset to be recovered. +Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the +period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have +been enacted or substantively enacted by the end of the reporting period. +Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally +enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and +deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same +taxable entity or different taxable entities which intend either to settle current tax liabilities and assets +on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in +which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. +Government grants +Government grants are recognised at their fair value where there is reasonable assurance that the +grant will be received and all attaching conditions will be complied with. When the grant relates to an +expense item, it is recognised as income on a systematic basis over the periods that the costs, for which +it is intended to compensate, are expensed. +APPENDIX I ACCOUNTANTS’ REPORT +– I-19 – + + +--- page 322 --- +Where the grant relates to an asset, the fair value is credited to a deferred income account and is +released to the statement of profit or loss over the expected useful life of the relevant asset by equal +annual instalments or deducted from the carrying amount of the asset and released to the statement of +profit or loss by way of a reduced depreciation charge. +Revenue recognition +Revenue from contracts with customers +Revenue from contracts with customers is recognised when control of goods or services is +transferred to the customers at an amount that reflects the consideration to which the Group expects to +be entitled in exchange for those goods or services. +When the consideration in a contract includes a variable amount, the amount of consideration is +estimated to which the Group will be entitled in exchange for transferring the goods or services to the +customer. The variable consideration is estimated at contract inception and constrained until it is highly +probable that a significant revenue reversal in the amount of cumulative revenue recognised will not +occur when the associated uncertainty with the variable consideration is subsequently resolved. +When the contract contains a financing component which provides the customer with a significant +benefit of financing the transfer of goods or services to the customer for more than one year, revenue is +measured at the present value of the amount receivable, discounted using the discount rate that would +be reflected in a separate financing transaction between the Group and the customer at contract +inception. When the contract contains a financing component which provides the Group with a +significant financial benefit for more than one year, revenue recognised under the contract includes the +interest expense accreted on the contract liability under the effective interest method. For a contract +where the period between the payment by the customer and the transfer of the promised goods or +services is one year or less, the transaction price is not adjusted for the effects of a significant financing +component, using the practical expedient in IFRS 15. +(a) Robotic controllers +Revenue from the sale of robotic controllers is recognised at the point in time when control of the +asset is transferred to the customer, generally on delivery of the products or accepted by the customer. +(b) Robots +Revenue from the sale of robots is recognised at the point in time when control of the asset is +transferred to the customer, generally on delivery of the products or accepted by the customer. +(c) Software +Revenue from software is recognised at the point in time when the software and activation code is +provided and installation is completed. +(d) Accessories +Revenue from the sale of accessories is recognised at the point in time when control of the asset +is transferred to the customer, generally on delivery of the products. +For some contracts, the Group provides installation and commissioning services that are bundled +together with the sale of products to the customers. The installation and commissioning services +significantly modify or customise the goods, therefore, the products and the services are highly +interrelated and instead combined as one single performance obligation which is satisfied at a point in +time. +APPENDIX I ACCOUNTANTS’ REPORT +– I-20 – + + +--- page 323 --- +Other income +Interest income is recognised on an accrual basis using the effective interest method by applying +the rate that exactly discounts the estimated future cash receipts over the expected life of the financial +instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset. +Contract liabilities +A contract liability is recognised when a payment is received or a payment is due (whichever is +earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are +recognised as revenue when the Group performs under the contract (i.e., transfers control of the related +goods or services to the customer). +Contract costs +Other than the costs which are capitalised as inventories, property, plant and equipment and +intangible assets, costs incurred to fulfil a contract with a customer are capitalised as an asset if all of +the following criteria are met: +(a) The costs relate directly to a contract or to an anticipated contract that the entity can +specifically identify. +(b) The costs generate or enhance resources of the entity that will be used in satisfying (or in +continuing to satisfy) performance obligations in the future. +(c) The costs are expected to be recovered. +The capitalised contract costs are amortised and charged to the statement of profit or loss on a +systematic basis that is consistent with the transfer to the customer of the goods or services to which +the asset relates. Other contract costs are expensed as incurred. +Share-based payments +The Group operates restricted share unit schemes. Employees (including directors) of the Group +receive remuneration in the form of share-based payments, whereby employees render services in +exchange for equity instruments (“ equity-settled transactions ”). The cost of equity-settled transactions +with employees is measured by reference to the fair value at the date at which they are granted. The +fair value is determined by an external valuer using a market model or the price of the recent +transaction, further details of which are given in note 31 to the Historical Financial Information. +The cost of equity-settled transactions is recognised in employee benefit expense, together with a +corresponding increase in equity, over the period in which the performance or service conditions are +fulfilled. The cumulative expense recognised for equity-settled transactions at the end of each Relevant +Periods until the vesting date reflects the extent to which the vesting period has expired and the +Group’s best estimate of the number of equity instruments that will ultimately vest. The charge or credit +to the statement of profit or loss for a period represents the movement in the cumulative expense +recognised as at the beginning and end of that period. +Service and non-market performance conditions are not taken into account when determining the +grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the +Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance +conditions are reflected within the grant date fair value. Any other conditions attached to an award, but +without an associated service requirement, are considered to be non-vesting conditions. Non-vesting +conditions are reflected in the fair value of an award and lead to an immediate expensing of an award +unless there are also service or performance conditions. +APPENDIX I ACCOUNTANTS’ REPORT +– I-21 – + + +--- page 324 --- +For awards that do not ultimately vest because non-market performance or service conditions have +not been met, no expense is recognised. Where awards include a market or non-vesting condition, the +transactions are treated as vesting irrespective of whether the market or non-vesting condition is +satisfied, provided that all other performance or service conditions are satisfied. +Where the terms of an equity-settled award are modified, as a minimum an expense is recognised +as if the terms had not been modified, if the original terms of the award are met. In addition, an +expense is recognised for any modification that increases the total fair value of the share-based +payments, or is otherwise beneficial to the employee as measured at the date of modification. Where an +equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any +expense not yet recognised for the award is recognised immediately. +Other employee benefits +Pension scheme +The employees of the Company and the Group’s subsidiaries which operates in Chinese Mainland +are required to participate in a central pension scheme operated by the local municipal government. The +Group is required to contribute a certain percentage of its payroll costs to the central pension scheme. +The contributions are charged to the statement of profit or loss as they become payable in accordance +with the rules of the central pension scheme. +Borrowing costs +Borrowing costs are expensed in the period in which they are incurred. Borrowing costs consist of +interest and other costs that an entity incurs in connection with the borrowing of funds. +Foreign currencies +These financial statements are presented in RMB, which is the Company’s functional currency. +Each entity in the Group determines its own functional currency and items included in the financial +statements of each entity are measured using that functional currency. Foreign currency transactions +recorded by the entities in the Group are initially recorded using their respective functional currency +rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign +currencies are translated at the functional currency rates of exchange ruling at the end of the reporting +period. Differences arising on settlement or translation of monetary items are recognised in the +statement of profit or loss. +Non-monetary items that are measured in terms of historical cost in a foreign currency are +translated using the exchange rates at the dates of the initial transactions. Non-monetary items +measured at fair value in a foreign currency are translated using the exchange rates at the date when the +fair value was measured. The gain or loss arising on translation of a non-monetary item measured at +fair value is treated in line with the recognition of the gain or loss on change in fair value of the item +(i.e., translation difference on the item whose fair value gain or loss is recognised in other +comprehensive income or profit or loss is also recognised in other comprehensive income or profit or +loss, respectively). +In determining the exchange rate on initial recognition of the related asset, expense or income on +the derecognition of a non-monetary asset or non-monetary liability relating to an advance +consideration, the date of initial transaction is the date on which the Group initially recognises the +non-monetary asset or non-monetary liability arising from the advance consideration. If there are +multiple payments or receipts in advance, the Group determines the transaction date for each payment +or receipt of the advance consideration. +APPENDIX I ACCOUNTANTS’ REPORT +– I-22 – + + +--- page 325 --- +The functional currencies of certain overseas subsidiaries are currencies other than the RMB. As +at the end of the reporting period, the assets and liabilities of these entities are translated into RMB at +the exchange rates prevailing at the end of the reporting period and their statements of profit or loss are +translated into RMB at the exchange rates that approximate to those prevailing at the dates of the +transactions. +The resulting exchange differences are recognised in other comprehensive income and +accumulated in the exchange fluctuation reserve, except to the extent that the differences are +attributable to non-controlling interests. On disposal of a foreign operation, the cumulative amount in +the reserve relating to that particular foreign operation is recognised in the statement of profit or loss. +For the purpose of the consolidated statement of cash flows, the cash flows of overseas +subsidiaries are translated into RMB at the exchange rates ruling at the dates of the cash flows. +Frequently recurring cash flows of overseas subsidiaries which arise throughout the year are translated +into RMB at the weighted average exchange rates for the year. +3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES +The preparation of the Group’s financial statements requires management to make judgements, +estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, +and their accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these +assumptions and estimates could result in outcomes that could require a material adjustment to the +carrying amounts of the assets or liabilities affected in the future. +Judgements +In the process of applying the Group’s accounting policies, management has made the following +judgements, apart from those involving estimations, which have the most significant effect on the +amounts recognised in the financial statements: +Classification of financial assets +The classification of financial assets at initial recognition depends on the Group’s business model +for managing the financial assets and the financial assets’ contractual cash flow characteristics: +(1) Management needs to make significant judgement when assessing its business model, +including but is not limited to (a) how the performance of the business model and the +financial assets held within that business model are evaluated and reported to the entity’s +key management personnel; (b) the risks that affect the performance of the business model +and the financial assets held within that business model and, in particular, the way in which +those risks are managed; and (c) how managers of the business are compensated. In +determining whether cash flows are going to be realised by collecting the financial assets’ +contractual cash flows, management needs to consider the reasons for the sales, timing of +sales, frequency and value in prior periods; and +(2) Management needs to make significant judgement on whether the contractual cash flows are +solely payments of principal and interest on the principal amount outstanding, such as +whether contractual cash flows could be significantly different from the benchmark cash +flows involves judgement when assessing a modified time value of a money element, and +whether the fair value of prepayment features is insignificant also requires judgement when +assessing the financial assets with prepayment features. +Deferred tax assets +Deferred tax assets are recognised for unused tax losses to the extent that it is probable that +taxable profit will be available against which the losses can be utilised. Significant management +judgement is required to determine the amount of deferred tax assets that can be recognised, based upon +the likely timing and the level of future taxable profits, together with future tax planning strategies. +APPENDIX I ACCOUNTANTS’ REPORT +– I-23 – + + +--- page 326 --- +The Group had tax losses at the end of each of the Relevant Periods approximately +RMB225,988,000, RMB273,779,000 and RMB303,102,000, respectively, which will expire in one to +ten years for offsetting against future taxable profits. These losses related to the Group that have a +history of losses, have not expired, and may not be used to offset taxable income elsewhere in the +Group. The subsidiaries have neither any taxable temporary difference nor any tax planning +opportunities available that could partly support the recognition of these losses as deferred tax assets. +On this basis, the Group has determined that it cannot recognise deferred tax assets on the tax losses +carried forward. +Estimation uncertainty +The key assumptions concerning the future and other key sources of estimation uncertainty at the +end of the reporting period, that have a significant risk of causing a material adjustment to the carrying +amounts of assets and liabilities within the next financial year, are described below. +Provision for expected credit losses on trade receivables +The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are +based on the revenue recognition dates for groupings of various customer segments that have similar +loss patterns (i.e., by geography, product type, customer type and rating, and coverage by letters of +credit and other forms of credit insurance). +The provision matrix is initially based on the Group’s historical observed default rates. The Group +will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. +For instance, if forecast economic conditions (i.e., gross domestic product) are expected to deteriorate +over the next year which can lead to an increased number of defaults in the manufacturing sector, the +historical default rates are adjusted. At the end of each of the Relevant Periods, the historical observed +default rates are updated and changes in the forward-looking estimates are analysed. +The assessment of the correlation among historical observed default rates, forecast economic +conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in +circumstances and forecast economic conditions. The Group’s historical credit loss experience and +forecast of economic conditions may also not be representative of a customer’s actual default in the +future. The information about the ECLs on the Group’s trade receivables is disclosed in note 20 to the +Historical Financial Information. +Leases — Estimating the incremental borrowing rate +The Group cannot readily determine the interest rate implicit in a lease, and therefore, it uses an +incremental borrowing rate (“ IBR”) to measure lease liabilities. The IBR is the rate of interest that the +Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary +to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The +IBR therefore reflects what the Group “would have to pay”, which requires estimation when no +observable rates are available (such as for subsidiaries that do not enter into financing transactions) or +when it needs to be adjusted to reflect the terms and conditions of the lease (for example, when leases +are not in the subsidiary’s functional currency). The Group estimates the IBR using observable inputs +(such as market interest rates) when available and is required to make certain entity-specific estimates +(such as the subsidiary’s stand-alone credit rating). +Warranties +The provision for the warranties is estimated based on sales volumes and past experience of the +level of repairs. The estimation basis is reviewed on an ongoing basis and revised where appropriate. +APPENDIX I ACCOUNTANTS’ REPORT +– I-24 – + + +--- page 327 --- +Fair value of financial instruments +The fair value of financial instruments, in the absence of an active market, is estimated by using +appropriate valuation techniques. Such valuations were based on certain assumptions about credit risk +and liquidity risks, etc., associated with the instruments, which are subject to uncertainty and might +materially differ from the actual results. Further details are included in note 38 to the Historical +Financial Information. +Impairment of non-financial assets (other than goodwill) +The Group assesses whether there are any indicators of impairment for all non-financial assets +(including the right-of-use assets) at the end of the Relevant Periods. Non-financial assets with definite +life are tested for impairment when there are indicators that the carrying amounts may not be +recoverable. An impairment exists when the carrying value of an asset or a cash-generating unit exceeds +its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. +The calculation of the fair value less costs of disposal is based on available data from binding sales +transactions in an arm’s length transaction of similar assets or observable market prices less incremental +costs for disposing of the asset. When value in use calculations are undertaken, management must +estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable +discount rate in order to calculate the present value of those cash flows. +Share-based payments +Several employee incentive schemes are operated for the purpose of providing incentives to the +Company’s directors and the Group’s employees. The grant date fair values of the shares of the +employee incentive schemes are determined based on independent valuation. The cumulative expense +recognised for equity-settled transactions at the end of the Relevant Periods until the vesting date +reflects the extent to which the vesting period has expired and the Group’s best estimate of the number +of equity instruments that will ultimately vest. However, this estimate may be revised if the number of +equity instruments that will ultimately vest changes in the future. Further details are contained in note +31 to the Historical Financial Information. +4. OPERATING SEGMENT INFORMATION +The executive directors of the Company have been identified as the chief operating decision +maker of the Group who reviews the operating results of the Group’s business as one operating segment +to make strategic decisions and resource allocation. Therefore, the Group regards that there is only one +segment which is used to make strategic decisions. +Geographical information +(a) Revenue from external customers +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Chinese Mainland ....................... 201,417 290,079 365,483 +Other countries/regions .................... 47,606 49,244 76,394 +Total ............................... 249,023 339,323 441,877 +The revenue information of continuing operations above is based on the locations of the +customers. +APPENDIX I ACCOUNTANTS’ REPORT +– I-25 – + + +--- page 328 --- +(b) Non-current assets +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Chinese Mainland ....................... 23,215 26,916 35,838 +Other countries/regions .................... — — 1,455 +Total ............................... 23,215 26,916 37,293 +The non-current asset information of continuing operations above is based on the locations of the +assets and excludes financial instruments. +Information about a major customer +Revenue from continuing operations of approximately nil, RMB35,523,000, and nil during the +Relevant Periods was derived from sales to a single customer, including sales to a group of entities +which are known to be under common control with that customer. +5. REVENUE +An analysis of revenue is as follows: +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Revenue from contracts ................... 249,023 339,323 441,877 +Revenue from contracts with customers +(a) Disaggregated revenue information +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Types of goods or services +Robot .............................. 148,667 235,763 299,911 +Robotic controllers ....................... 66,059 57,413 85,165 +Software ............................. 16,530 20,297 23,414 +Accessories ........................... 17,767 25,850 33,387 +Total ............................... 249,023 339,323 441,877 +Timing of revenue recognition +Goods transferred at a point in time ............. 249,023 339,323 441,877 +The following table shows the amounts of revenue recognised in the current reporting period that +were included in the contract liabilities at the beginning of the reporting period and recognised from +performance obligations satisfied in previous periods: +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Revenue recognised that was included in contract +liabilities at the beginning of the reporting period ... 45,838 45,226 43,018 +APPENDIX I ACCOUNTANTS’ REPORT +– I-26 – + + +--- page 329 --- +(b) Performance obligations +Information about the Group’s performance obligations is summarised below: +Sales of products +Sales of products include sales of robotic controllers, robots and accessories. +The performance obligation is satisfied upon delivery or acceptance of products and payment is +generally due within 3 months from delivery. +Software +The performance obligation is satisfied at the point in time when installation of software is +completed and payment is generally due within 3 months. +The management of the Group expects the transaction price allocated to the remaining +performance obligations (unsatisfied or partially unsatisfied) as of the end of each of the Relevant +Periods will be recognised within one year from the end of the respective periods. Therefore, the +expedient allowed by IFRS 15.121 is applied. +6. OTHER INCOME AND GAINS +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Other income +Bank interest income ...................... 1,474 941 1,249 +Government grants ....................... 3,709 8,526 8,524 +Other gain +Other interest income from financial assets at fair value +through profit or loss .................... 332 436 1,418 +Exchange gain ......................... 265 556 — +Others .............................. 4 117 438 +Total other income and gains ................. 5,784 10,576 11,629 +7. LOSS BEFORE TAX +The Group’s loss before tax from continuing operations is arrived at after charging/(crediting): +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Cost of sales* .......................... 126,597 183,638 232,582 +Depreciation of right-of-use assets* (note 15) ....... 5,587 5,546 6,241 +Depreciation of property, plant and equipment (note 14) . 3,426 2,781 2,613 +Depreciation of other intangible assets (note 16) ...... 196 176 238 +Research and development expenses** ........... 63,749 71,311 79,168 +Lease payments not included in the measurement of +lease liabilities ........................ 550 492 559 +Travelling and business development expenses ....... 25,112 34,060 44,381 +Consulting and other professional service fees ....... 5,142 4,624 8,743 +Listing expenses ........................ — — 15,402 +Wages, salaries and allowances ................ 101,392 120,217 138,659 +Equity-settled share-based payment expenses ........ 26,797 31,677 28,799 +Impairment losses of trade and notes receivables, net ... 622 1,932 10,576 +Write-down of inventories to net realizable value ..... 1,122 2,638 1,279 +Interest on bank borrowings .................. 742 1,463 2,310 +Foreign exchange differences, net .............. (265) (556) 1,264 +Government grants ....................... (3,709) (8,526) (8,524) +Bank interest income ...................... (1,474) (941) (1,249) +* Cost of sales include RMB1,576,000, RMB1,218,000 and RMB755,000 for the years ended 31 December 2023, 2024 and +2025 respectively, relating to depreciation of right-of-use assets expenses and RMB6,844,000, RMB3,963,000 and +RMB2,924,000 relating to wages, salaries and allowances for the years ended 31 December 2023, 2024 and 2025, +respectively, and RMB1,122,000, RMB2,638,000 and RMB1,279,000 relating to write-down of inventories to net realizable +value for the years ended 31 December 2023, 2024 and 2025, respectively. +APPENDIX I ACCOUNTANTS’ REPORT +– I-27 – + + +--- page 330 --- +** Research and development expenses include RMB18,333,000, RMB20,925,000 and RMB18,497,000 relating to +equity-settled share-based payment expenses and RMB36,725,000, RMB46,567,000 and RMB55,472,000 relating to wages, +salaries and allowances for the years ended 31 December 2023, 2024 and 2025, respectively. +8. FINANCE COSTS +An analysis of finance costs is as follows: +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Interest on bank borrowings .................. 742 1,463 2,310 +Interest on lease liabilities .................. 819 700 806 +Total ............................... 1,561 2,163 3,116 +For the details of Pre-IPO Investments, please refer to Note 30 to this report. +9. DIRECTORS’ AND CHIEF EXECUTIVE’S REMUNERATION +Directors’ and chief executive’s remuneration as recorded during the Relevant Periods, disclosed +pursuant to the Listing Rules, section 383(1)(a), (b), (c) and (f) of the Hong Kong Companies +Ordinance and Part 2 of the Companies (Disclosure of Information about Benefits of Directors) +Regulation, is as follows: +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Fees ............................... — — 228 +Other emoluments: +Salaries, allowances and benefits in kind ......... 2,970 3,479 2,571 +Performance related bonuses ................ 585 850 675 +Equity-settled share-based payment expenses ...... 4,505 4,635 1,142 +Pension scheme contributions ............... 324 399 283 +Subtotal ............................ 8,384 9,363 4,671 +Total ............................... 8,384 9,363 4,899 +(a) Independent non-executive directors +The fees paid to independent non-executive directors during the year were as follows: +Group +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Mr. Lin Cheng ......................... ——7 6 +Mr. Yong Liu .......................... ——7 6 +Mr. Fei Chen .......................... ——7 6 +Total ............................... — — 228 +The independent non-executive directors of the Company were appointed on 26 March 2025. +There were no other emoluments payable to the independent non-executive directors during the +Relevant Periods. +APPENDIX I ACCOUNTANTS’ REPORT +– I-28 – + + +--- page 331 --- +(b) Executive directors, non-executive directors and the chief executive +Fees +Salaries, +allowances +and benefits +in kind +Performance +related +bonuses +Equity-settled +share-based +payment +expenses +Pension +scheme +contributions +Total +remuneration +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Y ear ended 31 December 2023 +Executive directors, supervisor and chief executive: +Mr. Zhao Yue (note (i)) ............... — 420 100 — 60 580 +Mr. Ye Yangsheng (note (ii)) ............. — 448 100 — 46 594 +Mr. Wang Qun (note (ii)) .............. — 430 49 — 46 525 +Ms. Ding Xia (note (ii)) ............... — 489 100 — 65 654 +Mr. Zhang Wenting (note (ii)) ............ — 448 90 4,057 44 4,639 +Mr. Zhang Xing (note (ii)) .............. — 482 100 448 35 1,065 +Ms. Fu Yingying (note (iii)) ............. — 253 46 — 28 327 +Subtotal ...................... — 2,970 585 4,505 324 8,384 +Non-executive directors: +Mr. Dong Zhonglang (note (ii)) ............ —————— +Mr. Wang Xin (note (ii)) ............... —————— +Mr. Ma Jianjun (note (ii)) .............. —————— +Mr. Xiong Yuzhu (note (ii)) ............. —————— +M s .L iJ i a(note (ii)) ................. —————— +Subtotal ...................... —————— +Total ......................... — 2,970 585 4,505 324 8,384 +Y ear ended 31 December 2024 +Executive directors, supervisor and chief executive: +Mr. Zhao Yue (note (i)) ............... — 506 144 — 60 710 +Mr. Ye Yangsheng (note (ii)) ............. — 497 144 — 58 699 +Mr. Wang Qun (note (ii)) .............. — 490 145 — 57 692 +Ms. Ding Xia (note (ii)) ............... — 674 130 — 70 874 +Mr. Zhang Wenting (note (ii)) ............ — 505 111 4,187 70 4,873 +Mr. Zhang Xing (note (ii)) +.............. — 482 130 448 41 1,101 +Ms. Fu Yingying (note (iii)) ............. — 325 46 — 43 414 +Subtotal ...................... — 3,479 850 4,635 399 9,363 +Non-executive directors: +Mr. Dong Zhonglang (note (ii)) ............ —————— +Mr. Wang Xin (note (ii)) ............... —————— +Ms. Yi Weishu (note (ii)) .............. —————— +Mr. Ma Jianjun (note (ii)) .............. —————— +Mr. Xiong Yuzhu (note (ii)) ............. —————— +M s .L iJ i a(note (ii)) ................. —————— +Subtotal ...................... —————— +Total ......................... — 3,479 850 4,635 399 9,363 +Y ear ended 31 December 2025 +Executive directors, supervisor and chief executive: +Mr. Zhao Yue (note (i)) ............... — 569 150 — 60 779 +Mr. Ye Yangsheng (note (ii)) ............. — 545 147 — 58 750 +Mr. Wang Qun (note (ii)) .............. — 526 144 — 57 727 +Ms. Ding Xia (note (ii)) ............... — 569 165 — 70 804 +Mr. Zhang Wenting (note (ii)) ............ — 142 22 1,032 17 1,213 +Mr. Zhang Xing (note (ii)) .............. — 142 33 110 10 295 +Ms. Fu Yingying (note (iii)) ............. —7 81 4—1 1 1 0 3 +Subtotal ...................... — 2,571 675 1,142 283 4,671 +Non-executive directors: +Mr. Dong Zhonglang (note (ii)) ............ —————— +Ms. Yi Weishu (note (ii)) .............. —————— +Mr. Ma Jianjun (note (ii)) .............. —————— +Mr. Xiong Yuzhu (note (ii)) ............. —————— +M s .L iJ i a(note (ii)) ................. —————— +Subtotal ...................... —————— +Total ......................... — 2,571 675 1,142 283 4,671 +APPENDIX I ACCOUNTANTS’ REPORT +– I-29 – + + +--- page 332 --- +Notes: +(i) Mr. Zhao Yue was appointed as the chief executive officer of the Company and the chairman of the Board with effect from +April 2020. +(ii) Mr. Ye Yangsheng and Mr. Wang Qun were appointed as directors of the Company with effect from September 2020. Ms. +Ding Xia was appointed as a director of the Company in December 2021. Mr. Zhang Wenting was appointed as director in +March 2021 and resigned in March 2025. Mr. Zhang Xing was appointed as a director in November 2020 and resigned in +March 2025. Mr. Dong Zhonglang was appointed as a director of the Company in September 2020 and resigned in March +2025. Mr. Wang Xin was appointed as a director on March 2021 and resigned in November 2024. Ms. Yi Weishu was +appointed as a director of the Company in December 2024 and resigned in March 2025. Mr. Ma Jianjun and Ms. Li Jia +were appointed as directors of the Company in December 2021 and resigned in March 2025. Mr. Xiong Yuzhu was +appointed as a director in September 2020 and resigned in March 2025. +(iii) Ms. Fu Yingying was appointed as a supervisor in November 2020 and resigned from the position of a supervisor with +effect from March 2025. +10. FIVE HIGHEST PAID EMPLOYEES +The five highest paid employees during the Relevant Periods included 1 director, 1 director and +nil director, respectively, details of whose remuneration are set out in note 9 above. Details of the +remuneration for the remaining 4, 4 and 5 highest paid employees who are neither a director nor chief +executive of the Company during the Relevant Periods are as follows: +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Salaries, allowances and benefits in kind .......... 2,326 2,232 2,915 +Performance related bonuses ................. 540 913 864 +Equity-settled share-based payment expenses ........ 10,166 10,693 15,150 +Pension scheme contributions ................. 121 168 191 +Total ............................... 13,153 14,006 19,120 +The number of non-director and non-chief executive highest paid employees whose remuneration +fell within the following bands is as follows: +Number of employees +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Nil to RMB1,000,000 ..................... ——— +RMB1,000,001 to RMB1,500,000 .............. 1—— +RMB1,500,001 to RMB2,000,000 .............. 121 +RMB2,000,001 to RMB2,500,000 .............. —— 1 +RMB2,500,001 to RMB3,000,000 .............. ——— +RMB4,500,001 to RMB5,000,000 .............. 1— 2 +RMB5,000,001 to RMB5,500,000 .............. 121 +Total ............................... 445 +11. INCOME TAX +The Group is subject to income tax on an entity basis on profits arising in or derived from the tax +jurisdictions in which members of the Group are domiciled and operate. +Under the relevant income tax law, the Company and the subsidiaries in Chinese Mainland are +subject to income tax at a preferential rate for high-tech enterprises of 15% for the Relevant Periods on +their respective taxable income, other than small and micro-profit enterprises Jiangsu Xianjue +Intelligent Technology Co., Ltd., Wuxi Seer Intelligent Technology Co., Ltd., Shanghai Xiangang +Technology Co., Ltd. and Shanghai Seer Robot Co., Ltd. In accordance with the Notice on +Implementing the Inclusive Tax Deduction and Exemption Policies for Micro and Small Enterprises +(Cai Shui [2022] No. 13) jointly issued by the Ministry of Finance and the State Taxation +Administration of the PRC, from 1 January 2022 to 31 December 2024, the annual taxable income of a +small low-profit enterprise that is more than RMB1 million but no more than RMB3 million shall be +recognised at 25% of income and be subject to the corporate income tax at a tax rate of 20%; in +APPENDIX I ACCOUNTANTS’ REPORT +– I-30 – + + +--- page 333 --- +accordance with the Notice on Implementing the Inclusive Tax Deduction and Exemption Policies for +Micro and Small Enterprises (Cai Shui [2023] No. 12) jointly issued by the Ministry of Finance and the +State Taxation Administration of the PRC, from 1 January 2023 to 31 December 2027, the annual +taxable income of a small low-profit enterprise that is not more than RMB3 million shall be recognised +at 25% of income and be subject to the corporate income tax at a tax rate of 20%. +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Current — Chinese Mainland +Charge for the year ..................... 720 1,151 269 +A reconciliation of the income tax expense applicable to loss before tax using the statutory +income tax rate applicable in Chinese Mainland to the income tax expense at the Group’s effective +income tax rate for the Relevant Periods and is as follows: +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Loss before tax ......................... (46,984) (41,157) (46,797) +Tax charge at the preferential tax rate of 15% ....... (7,048) (6,174) (7,020) +Entities entitled to other income tax rates .......... (66) 76 151 +Additional deductible allowance for qualified research +and development expenses ................. (6,453) (7,484) (5,557) +Expenses not deductible for tax ............... 4,903 5,827 6,135 +Temporary differences and tax losses not recognised ... 9,384 8,906 6,560 +Tax charge for the year at the Group’s effective rate ... 720 1,151 269 +For presentation purposes, certain deferred tax assets and liabilities amounting to RMB2,340,000, +RMB2,971,000 and RMB2,889,000 at the end of each of the Relevant Periods have been offset in the +consolidated statement of financial position. +12. DIVIDENDS +No dividend was paid or declared by the Company during the Relevant Periods. +13. LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE +PARENT +The calculation of the basic loss per share amounts is based on the loss for the year attributable to +owners of the parent, and the weighted average numbers of ordinary shares outstanding during each of +the Relevant Periods. +In determining the weighted average number of ordinary shares outstanding prior to the +Company’s conversion into a joint stock company, it was assumed that: (i) paid-in capital was +converted into share capital at the same ratio as applied upon the conversion in March 2025; and (ii) +reserves were capitalised into share capital in the same proportion as effected in April 2025. (note 30). +The calculations of basic and diluted loss per share are based on: +Y ear ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Loss +Loss attributable to ordinary equity holders of the parent +(RMB’000) .......................... (47,704) (42,308) (47,066) +Shares +Weighted average number ’000 of ordinary shares in +issue during the year .................... 89,497 92,148 97,902 +APPENDIX I ACCOUNTANTS’ REPORT +– I-31 – + + +--- page 334 --- +The Group had no potentially dilutive ordinary shares in issue during the Relevant Periods. +For the details of Pre-IPO Investments, please refer to Note 30 to this report. +14. PROPERTY, PLANT AND EQUIPMENT +The Group +Machinery +Furniture and +fixtures +Electronic +devices +Construction in +progress +Leasehold +improvements Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +31 December 2023 +At 1 January 2023: +Cost .......................... 74 582 4,483 — 4,383 9,522 +Accumulated depreciation and impairment .......... (9) (156) (2,205) — (1,818) (4,188) +Net carrying amount ................... 65 426 2,278 — 2,565 5,334 +At 1 January 2023, net of accumulated depreciation and +impairment ...................... 65 426 2,278 — 2,565 5,334 +Additions ....................... 949 421 1,227 761 760 4,118 +Disposals ........................ (236) — (84) — — (320) +Depreciation provided during the year ............ (56) (176) (1,429) — (1,765) (3,426) +At 31 December 2023, net of accumulated depreciation and +impairment ...................... 722 671 1,992 761 1,560 5,706 +At 31 December 2023: +Cost .......................... 785 1,003 5,373 761 5,143 13,065 +Accumulated depreciation and impairment .......... (63) (332) (3,381) — (3,583) (7,359) +Net carrying amount ................... 722 671 1,992 761 1,560 5,706 +Machinery +Furniture and +fixtures +Electronic +devices +Construction in +progress +Leasehold +improvements Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +31 December 2024 +At 1 January 2024: +Cost .......................... 785 1,003 5,373 761 5,143 13,065 +Accumulated depreciation and impairment .......... (63) (332) (3,381) — (3,583) (7,359) +Net carrying amount ................... 722 671 1,992 761 1,560 5,706 +At 1 January 2024, net of accumulated depreciation and +impairment ...................... 722 671 1,992 761 1,560 5,706 +Additions ....................... 217 27 1,311 343 627 2,525 +Disposals ........................ (932) ———— (932) +Transfers ........................ 761 — — (761) — — +Depreciation provided during the year ............ (169) (203) (1,439) — (970) (2,781) +At 31 December 2024, net of accumulated depreciation and +impairment ...................... 599 495 1,864 343 1,217 4,518 +At 31 December 2024: +Cost .......................... 794 1,030 6,579 343 5,770 14,516 +Accumulated depreciation and impairment .......... (195) (535) (4,715) — (4,553) (9,998) +Net carrying amount ................... 599 495 1,864 343 1,217 4,518 +APPENDIX I ACCOUNTANTS’ REPORT +– I-32 – + + +--- page 335 --- +Machinery +Furniture and +fixtures Vehicles +Electronic +devices +Construction in +progress +Leasehold +improvements Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +31 December 2025 +At 1 January 2025: +Cost ................. 794 1,030 — 6,579 343 5,770 14,516 +Accumulated depreciation and impairment .. (195) (535) — (4,715) — (4,553) (9,998) +Net carrying amount ........... 599 495 — 1,864 343 1,217 4,518 +At 1 January 2025, net of accumulated +depreciation and impairment ....... 599 495 — 1,864 343 1,217 4,518 +Additions ............... 93 49 407 2,301 939 — 3,789 +Disposals ............... — — — (26) — — (26) +Transfers ................ 343 — — — (343) — — +Depreciation provided during the year .... (180) (212) (41) (1,232) — (948) (2,613) +At 31 December 2025, net of accumulated +depreciation and impairment ....... 855 332 366 2,907 939 269 5,668 +At 31 December 2025: +Cost ................. 1,230 1,079 407 7,831 939 5,770 17,256 +Accumulated depreciation and impairment .. (375) (747) (41) (4,924) — (5,501) (11,588) +Net carrying amount ........... 855 332 366 2,907 939 269 5,668 +The Company +Machinery +Furniture and +fixtures +Electronic +devices +Construction in +progress +Leasehold +improvements Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +31 December 2023 +At 1 January 2023: +Cost .......................... 74 573 3,711 — 4,355 8,713 +Accumulated depreciation and impairment .......... (9) (153) (1,482) — (1,803) (3,447) +Net carrying amount ................... 65 420 2,229 — 2,552 5,266 +At 1 January 2023, net of accumulated depreciation and +impairment ...................... 65 420 2,229 — 2,552 5,266 +Additions ....................... 949 420 1,227 761 761 4,118 +Disposals ........................ (236) — (82) — — (318) +Depreciation provided during the year ............ (56) (174) (1,390) — (1,757) (3,377) +At 31 December 2023, net of accumulated depreciation and +impairment ...................... 722 666 1,984 761 1,556 5,689 +At 31 December 2023: +Cost .......................... 785 993 4,701 761 5,116 12,356 +Accumulated depreciation and impairment .......... (63) (327) (2,717) — (3,560) (6,667) +Net carrying amount ................... 722 666 1,984 761 1,556 5,689 +APPENDIX I ACCOUNTANTS’ REPORT +– I-33 – + + +--- page 336 --- +Machinery +Furniture and +fixtures +Electronic +devices +Construction in +progress +Leasehold +improvements Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +31 December 2024 +At 1 January 2024: +Cost .......................... 785 993 4,701 761 5,116 12,356 +Accumulated depreciation and impairment .......... (63) (327) (2,717) — (3,560) (6,667) +Net carrying amount ................... 722 666 1,984 761 1,556 5,689 +At 1 January 2024, net of accumulated depreciation and +impairment ...................... 722 666 1,984 761 1,556 5,689 +Additions ....................... 217 12 1,308 343 626 2,506 +Disposals ........................ (932) ———— (932) +Transfer ........................ 761 — — (761) — — +Depreciation provided during the year ............ (169) (200) (1,430) — (966) (2,765) +At 31 December 2024, net of accumulated depreciation and +impairment ...................... 599 478 1,862 343 1,216 4,498 +At 31 December 2024: +Cost .......................... 794 1,005 5,905 343 5,742 13,789 +Accumulated depreciation and impairment .......... (195) (527) (4,043) — (4,526) (9,291) +Net carrying amount ................... 599 478 1,862 343 1,216 4,498 +Machinery +Furniture and +fixtures Vehicles +Electronic +devices +Construction in +progress +Leasehold +improvements Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +31 December 2025 +At 1 January 2025: +Cost ................. 794 1,005 — 5,905 343 5,742 13,789 +Accumulated depreciation and impairment .. (195) (527) — (4,043) — (4,526) (9,291) +Net carrying amount ........... 599 478 — 1,862 343 1,216 4,498 +At 1 January 2025, net of accumulated +depreciation and impairment ....... 599 478 — 1,862 343 1,216 4,498 +Additions ............... 93 49 407 1,848 — — 2,397 +Disposals ............... — — — (26) — — (26) +Transfers ................ 343 — — — (343) — — +Depreciation provided during the year .... (180) (207) (41) (1,124) — (948) (2,500) +At 31 December 2025, net of accumulated +depreciation and impairment ....... 855 320 366 2,560 — 268 4,369 +At 31 December 2025: +Cost ................. 1,230 1,054 407 6,704 — 5,742 15,137 +Accumulated depreciation and impairment .. (375) (734) (41) (4,144) — (5,474) (10,768) +Net carrying amount ........... 855 320 366 2,560 — 268 4,369 +No property, plant and equipment was pledged as at the end of each of the Relevant Periods. +No impairment indication of property, plant and equipment existed as at the end of each of the +Relevant Periods. +APPENDIX I ACCOUNTANTS’ REPORT +– I-34 – + + +--- page 337 --- +15. LEASES +The Group and the Company as the lessee +The Group and the Company have lease contracts for various items of buildings used in its +operations. +(a) Right-of-use assets +The carrying amounts of the Group and the Company’s right-of-use assets and the movements +during the year are as follows: +The Group +Buildings 31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +As at beginning of the year .................. 22,322 15,603 19,809 +Additions ............................ 239 9,752 14,317 +Depreciation charge ...................... (5,587) (5,546) (6,241) +Disposal ............................. (1,371) — — +As at end of the year ..................... 15,603 19,809 27,885 +The Company +Buildings 31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +As at beginning of the year .................. 22,322 15,603 19,809 +Additions ............................ 239 9,752 1,025 +Depreciation charge ...................... (5,587) (5,546) (5,890) +Disposal ............................. (1,371) — — +As at end of the year ..................... 15,603 19,809 14,944 +No right-of-use assets have been pledged as at the end of each of the Relevant Periods. +No impairment indication of right-of-use assets existed as at the end of each of the Relevant +Periods. +(b) Lease liabilities +The carrying amount of lease liabilities and the movements during the year are as follows: +The Group +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +At beginning of the year ................... 21,879 15,162 20,328 +New leases ........................... 239 9,752 14,317 +Accretion of interest recognised during the year ...... 819 700 806 +Payments ............................ (6,425) (5,286) (6,880) +Disposal ............................. (1,350) — — +At end of the year ....................... 15,162 20,328 28,571 +Analysed into: +Current portion ......................... 2,609 4,891 6,100 +Non-current portion ...................... 12,553 15,437 22,471 +APPENDIX I ACCOUNTANTS’ REPORT +– I-35 – + + +--- page 338 --- +The Company +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +At beginning of the year ................... 21,879 15,162 20,328 +New leases ........................... 239 9,752 1,025 +Accretion of interest recognised during the year ...... 819 700 730 +Payments ............................ (6,425) (5,286) (6,880) +Disposal ............................. (1,350) — — +At end of the year ....................... 15,162 20,328 15,203 +Analysed into: +Current portion ......................... 2,609 4,891 5,316 +Non-current portion ...................... 12,553 15,437 9,887 +(c) The amounts recognised in profit or loss in relation to leases are as follows: +The Group +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Interest on lease liabilities .................. 819 700 806 +Depreciation charge of right-of-use assets .......... 5,587 5,546 6,241 +Expense relating to short-term leases (included in +administrative expenses) .................. 550 492 559 +Total ............................... 6,956 6,738 7,606 +The Company +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Interest on lease liabilities .................. 819 700 730 +Depreciation charge of right-of-use assets .......... 5,587 5,546 5,890 +Expense relating to short-term leases (included in +administrative expenses) .................. 550 492 527 +Total ............................... 6,956 6,738 7,147 +16. OTHER INTANGIBLE ASSETS +The Group +Software +RMB’000 +31 December 2023 +At 1 January 2023: +Cost .......................................................... 1,705 +Accumulated amortisation ............................................. (309) +Net carrying amount ................................................. 1,396 +Cost at 1 January 2023, net of accumulated amortisation ............................. 1,396 +Additions ....................................................... 71 +Amortisation provided during the year ...................................... (196) +At 31 December 2023 ................................................. 1,271 +At 31 December 2023 +Cost .......................................................... 1,776 +Accumulated amortisation ............................................. (505) +Net carrying amount ................................................. 1,271 +APPENDIX I ACCOUNTANTS’ REPORT +– I-36 – + + +--- page 339 --- +Software +RMB’000 +31 December 2024 +At 1 January 2024: +Cost .......................................................... 1,776 +Accumulated amortisation ............................................. (505) +Net carrying amount ................................................. 1,271 +Cost at 1 January 2024, net of accumulated amortisation ............................. 1,271 +Amortisation provided during the year ...................................... (176) +At 31 December 2024 ................................................. 1,095 +At 31 December 2024 +Cost .......................................................... 1,776 +Accumulated amortisation ............................................. (681) +Net carrying amount ................................................. 1,095 +Software +RMB’000 +31 December 2025 +At 1 January 2025: +Cost .......................................................... 1,776 +Accumulated amortisation ............................................. (681) +Net carrying amount ................................................. 1,095 +Cost at 1 January 2025, net of accumulated amortisation ............................. 1,095 +Additions ....................................................... 1,012 +Amortisation provided during the year ...................................... (238) +At 31 December 2025 ................................................. 1,869 +At 31 December 2025 +Cost .......................................................... 2,788 +Accumulated amortisation ............................................. (919) +Net carrying amount ................................................. 1,869 +The Company +Software +RMB’000 +31 December 2023 +At 1 January 2023: +Cost .......................................................... 1,194 +Accumulated amortisation ............................................. (152) +Net carrying amount ................................................. 1,042 +Cost at 1 January 2023, net of accumulated amortisation ............................. 1,042 +Additions ....................................................... 71 +Amortisation provided during the year ...................................... (144) +At 31 December 2023 ................................................. 969 +At 31 December 2023 ................................................. +Cost .......................................................... 1,287 +Accumulated amortisation ............................................. (318) +Net carrying amount ................................................. 969 +APPENDIX I ACCOUNTANTS’ REPORT +– I-37 – + + +--- page 340 --- +Software +RMB’000 +31 December 2024 +At 1 January 2024: +Cost .......................................................... 1,287 +Accumulated amortisation ............................................. (318) +Net carrying amount ................................................. 969 +Cost at 1 January 2024, net of accumulated amortisation ............................. 969 +Amortisation provided during the year ...................................... (124) +At 31 December 2024 ................................................. 845 +At 31 December 2024 +Cost .......................................................... 1,287 +Accumulated amortisation ............................................. (442) +Net carrying amount ................................................. 845 +Software +RMB’000 +31 December 2025 +At 1 January 2025: +Cost .......................................................... 1,287 +Accumulated amortisation ............................................. (442) +Net carrying amount ................................................. 845 +Cost at 1 January 2025, net of accumulated amortisation ............................. 845 +Additions ....................................................... 1,012 +Amortisation provided during the year ...................................... (186) +At 31 December 2025 ................................................. 1,671 +At 31 December 2025 +Cost .......................................................... 2,299 +Accumulated amortisation ............................................. (628) +Net carrying amount ................................................. 1,671 +No impairment indication of other intangible assets existed as at the end of each of the Relevant +Periods. +17. OTHER LONG-TERM RECEIV ABLES +The Group +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Due from employees ...................... 1,560 1,312 1,224 +The Company +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Due from employees ...................... 600 400 200 +APPENDIX I ACCOUNTANTS’ REPORT +– I-38 – + + +--- page 341 --- +18. OTHER NON-CURRENT ASSETS +The Group and the Company +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Long-term prepayments .................... 635 1,494 1,871 +19. INVENTORIES +The Group +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Raw materials .......................... 21,929 21,529 39,120 +Work in progress ........................ 2,207 4,511 5,179 +Goods in Transit ........................ 35,292 38,447 32,045 +Finished goods ......................... 25,857 30,411 30,779 +Total ............................... 85,285 94,898 107,123 +The Company +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Raw materials .......................... 21,929 21,529 38,874 +Work in progress ........................ 2,207 4,511 5,179 +Goods in Transit ........................ 35,292 38,447 32,045 +Finished goods ......................... 35,082 46,871 46,163 +Total ............................... 94,510 111,358 122,261 +No inventories were pledged as at the end of each of the Relevant Periods. +20. TRADE AND NOTES RECEIV ABLES +The Group +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Trade receivables ........................ 49,455 101,772 168,140 +Notes receivable ........................ 5,571 10,418 15,222 +Impairment ........................... (1,285) (3,217) (13,793) +Total ............................... 53,741 108,973 169,569 +The Group provides credit terms to certain customers with satisfied creditworthiness and +long-term relationship. The credit period is generally around 30 to 90 days. Each customer has a +maximum credit limit. The Group seeks to maintain strict control over its outstanding receivables and +has a credit control department to minimise credit risk. Overdue balances are reviewed regularly by +senior management. As at the end of each of the Relevant Periods, the Group’s trade receivables from +its largest debtor accounted for 7.36%, 16.16% and 4.63% of the total trade receivables, respectively. +The corresponding percentages attributable to the five largest debtors in aggregate were 26.92%, +31.09% and 18.19%, respectively. +APPENDIX I ACCOUNTANTS’ REPORT +– I-39 – + + +--- page 342 --- +An ageing analysis of the trade and notes receivables as at the end of the reporting period, based +on the revenue recognition date and net of loss allowance, is as follows: +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Within 6 months ........................ 45,838 92,120 135,698 +6−12 months .......................... 3,186 13,030 22,011 +1−2 years ............................ 4,717 1,635 11,860 +Over 2 years .......................... — 2,188 — +Total ............................... 53,741 108,973 169,569 +The movements in the loss allowance for impairment of trade receivables are as follows: +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +At beginning of the year ................... (663) (1,285) (3,217) +Impairment losses of financial assets, net .......... (622) (1,932) (10,576) +At end of the year ....................... (1,285) (3,217) (13,793) +An impairment analysis was performed at the end of each of the Relevant Periods using a +provision matrix to measure expected credit losses. The provision rates are based on revenue +recognition date for groupings of various customer segments with similar loss patterns. The calculation +reflects the probability-weighted outcome, the time value of money and reasonable and supportable +information that was available at the end of each of the Relevant Periods about past events, current +conditions and forecasts of future economic conditions. +Set out below is the information about the credit risk exposure on the Group’s trade receivables +using a provision matrix: +As at 31 December 2023 +Less than +6 months 6 to 12 months +Over +12 months Total +Expected credit loss rate ................ 1.13% 5.01% 12.21% 2.60% +Gross carrying amount (RMB’000) .......... 40,728 3,354 5,373 49,455 +Expected credit losses (RMB’000) .......... 461 168 656 1,285 +As at 31 December 2024 +Less than +6 months 6 to 12 months +Over +12 months Total +Expected credit loss rate ................ 1.08% 5.00% 29.99% 3.16% +Gross carrying amount (RMB’000) .......... 82,595 13,716 5,461 101,772 +Expected credit losses (RMB’000) .......... 893 686 1,638 3,217 +As at 31 December 2025 +Less than +6 months 6 to 12 months +Over +12 months Total +Expected credit loss rate ............... 2.00% 5.06% 46.14% 8.20% +Gross carrying amount (RMB’000) .......... 122,934 23,184 22,022 168,140 +Expected credit losses (RMB’000) .......... 2,458 1,173 10,162 13,793 +The bank acceptance notes receivables held by the Group were mostly issued by reputable banks +and with short-term maturity. Accordingly, the identified impairment loss was assessed to be minimal as +at the end of each of the Relevant Periods. +APPENDIX I ACCOUNTANTS’ REPORT +– I-40 – + + +--- page 343 --- +The Company +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Trade receivables ........................ 49,365 101,689 174,459 +Notes receivable ........................ 5,571 10,418 14,294 +Impairment ........................... (1,253) (3,192) (13,667) +Total ............................... 53,683 108,915 175,086 +An ageing analysis of the trade and notes receivables as at the end of the reporting period, based +on the revenue recognition date and net of loss allowance, is as follows: +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Within 6 months ........................ 45,780 92,062 139,544 +6−12 months .......................... 3,186 13,030 23,682 +1−2 years ............................ 4,717 1,635 11,860 +Over 2 years .......................... — 2,188 — +Total ............................... 53,683 108,915 175,086 +The movements in the loss allowance for impairment of trade receivables are as follows: +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +At beginning of the year ................... (637) (1,253) (3,192) +Impairment losses of financial assets, net .......... (616) (1,939) (10,475) +At end of the year ....................... (1,253) (3,192) (13,667) +Set out below is the information about the credit risk exposure on the Group’s trade receivables +using a provision matrix: +As at 31 December 2023 +Less than +6 months 6 to 12 months +Over +12 months Total +Expected credit loss rate ................ 1.06% 5.01% 12.21% 2.54% +Gross carrying amount (RMB’000) .......... 40,638 3,354 5,373 49,365 +Expected credit losses (RMB’000) .......... 429 168 656 1,253 +As at 31 December 2024 +Less than +6 months 6 to 12 months +Over +12 months Total +Expected credit loss rate ................ 1.05% 5.00% 29.99% 3.14% +Gross carrying amount (RMB’000) .......... 82,512 13,716 5,461 101,689 +Expected credit losses (RMB’000) .......... 868 686 1,638 3,192 +As at 31 December 2025 +Less than +6 months 6 to 12 months +Over +12 months Total +Expected credit loss rate ................ 1.89% 4.72% 45.94% 7.83% +Gross carrying amount (RMB’000) ......... 127,667 24,855 21,937 174,459 +Expected credit losses (RMB’000) .......... 2,417 1,173 10,077 13,667 +The bank acceptance notes receivables held by the Company were mostly issued by reputable +banks and with short-term maturity. Accordingly, the identified impairment loss was assessed to be +minimal as at the end of each of the Relevant Periods. +APPENDIX I ACCOUNTANTS’ REPORT +– I-41 – + + +--- page 344 --- +21. DEBT INSTRUMENTS AT FAIR V ALUE THROUGH OTHER COMPREHENSIVE +INCOME +The Group and the Company +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Notes receivable ........................ 7,907 4,353 3,494 +Notes receivable balances are monitored on an ongoing basis and the Group’s exposure to +expected credit losses is not significant. +22. PREPAYMENTS, OTHER RECEIV ABLES AND OTHER ASSETS +The Group +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Prepayments ........................... 5,586 5,715 11,311 +Deposits and other receivables ................ 4,470 5,126 3,643 +Due from employees ...................... 478 416 461 +Listing expense ........................ — — 2,174 +Total ............................... 10,534 11,257 17,589 +The Company +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Prepayments ........................... 5,586 5,721 11,002 +Deposits and other receivables ................ 4,258 5,046 4,131 +Due from employees ...................... 211 208 413 +Listing expense ........................ — — 2,174 +Total ............................... 10,055 10,975 17,720 +Prepayments mainly represent advanced payments to suppliers. +Deposits mainly represent deposits with suppliers and rental deposits. +As there was no significant increase in credit risk since initial recognition, ECLs are provided for +credit losses that result from default events that are possible within the next 12 months (a 12-month +ECL). As at 31 December 2023, 2024 and 2025, the credit rating of other receivables was performing. +The Group assessed that the expected credit losses for these receivables were not material under the +12-month expected credit loss method. In view of the history of cooperation with debtors and the sound +collection history of receivables, management believes that the credit risk inherent in the outstanding +other receivable balances of the Group is not significant. +23. FINANCIAL ASSETS AT FAIR V ALUE THROUGH PROFIT OR LOSS +The Group and the Company +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Other unlisted investments, at fair value .......... — 2,083 18,012 +APPENDIX I ACCOUNTANTS’ REPORT +– I-42 – + + +--- page 345 --- +The above unlisted investments were wealth management products issued by banks in Chinese +Mainland. They were mandatorily classified as financial assets at fair value through profit or loss as +their contractual cash flows are not solely payments of principal and interest. +24. CASH AND CASH EQUIV ALENTS AND RESTRICTED BANK DEPOSITS +The Group +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Cash and bank balances: .................... 99,842 93,267 154,947 +Less: Restricted bank deposits ............... 161 408 1,007 +Cash and cash equivalents ................... 99,681 92,859 153,940 +Denominated in RMB .................... 83,363 51,754 65,370 +Denominated in USD .................... 16,250 40,578 84,854 +Denominated in EUR .................... 68 527 3,716 +Total ............................... 99,681 92,859 153,940 +The Company +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Cash and bank balances .................... 97,183 92,719 140,634 +Less: Restricted bank deposits ............... 161 408 1,007 +Cash and cash equivalents ................... 97,022 92,311 139,627 +Denominated in RMB .................... 80,704 51,590 53,287 +Denominated in USD .................... 16,250 40,578 84,694 +Denominated in EUR .................... 68 143 1,646 +Total ............................... 97,022 92,311 139,627 +The RMB is not freely convertible into other currencies, however, under Chinese Mainland +Foreign Exchange Control Regulations and Administration of Settlement, and Sale and Payment of +Foreign Exchange Regulations, the Group is permitted to exchange RMB for other currencies through +banks authorised to conduct foreign exchange business. +Cash at banks earns interest at floating rates based on daily bank deposit rates. The bank balances +and restricted bank deposits are deposited with creditworthy banks with no recent history of default. +The restricted bank deposits represent amounts required to be placed in banks for securing notes +payable and letters of guarantee. +25. TRADE AND BILLS PAYABLES +The Group +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Trade payables ......................... 36,756 60,000 102,389 +Bills payable .......................... 6,060 14,910 27,687 +Total ............................... 42,816 74,910 130,076 +APPENDIX I ACCOUNTANTS’ REPORT +– I-43 – + + +--- page 346 --- +An aging analysis of the trade and bills payables as at the end of the reporting period, based on +the invoice date, is as follows: +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Within one year ......................... 42,653 73,026 124,975 +Over one year .......................... 163 1,884 5,101 +Total ............................... 42,816 74,910 130,076 +The trade payables are non-interest-bearing and are normally settled on around 90 day terms. +The Company +An ageing analysis of the trade and bills payables as at the end of the reporting period, based on +the invoice date, is as follows: +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Trade payables ......................... 65,466 105,224 163,091 +Bills payable .......................... 6,060 17,210 32,487 +Total ............................... 71,526 122,434 195,578 +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Within one year ......................... 69,842 102,681 190,477 +Over one year .......................... 1,684 19,753 5,101 +Total ............................... 71,526 122,434 195,578 +The trade payables are non-interest-bearing and are normally settled on around 90 day terms. +26. OTHER PAYABLES AND ACCRUALS +The Group +Notes +31 December +2023 +31 December +2024 +31 December +2025 +RMB’000 RMB’000 RMB’000 +Employee benefit payables ................. 21,309 20,525 26,221 +Tax payables other than income tax ............ 4,115 7,468 11,598 +Other payables ........................ (a) 5,282 9,062 9,232 +Output V AT to be transferred ................ 4,797 4,287 3,821 +Total .............................. 35,503 41,342 50,872 +Note: +(a) Other payables are non-interest-bearing and have a non-fixed term. +The Company +Notes +31 December +2023 +31 December +2024 +31 December +2025 +RMB’000 RMB’000 RMB’000 +Employee benefit payables ................. 19,310 18,766 22,217 +Tax payables other than income tax ............ 3,986 7,040 10,740 +Other payables ........................ (a) 2,801 6,365 6,972 +Output V AT to be transferred ................ 4,797 4,287 3,821 +Total .............................. 30,894 36,458 43,750 +APPENDIX I ACCOUNTANTS’ REPORT +– I-44 – + + +--- page 347 --- +Note: +(a) Other payables are non-interest-bearing and have no fixed terms. +27. CONTRACT LIABILITIES +The Group +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Advances received from customers .............. 45,226 46,147 37,051 +The Company +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Advances received from customers .............. 43,102 46,147 36,973 +28. INTEREST-BEARING BANK BORROWINGS +The Group +31 December 2023 31 December 2024 31 December 2025 +Effective +interest rate +(%) Maturity RMB’000 +Effective +interest rate +(%) Maturity RMB’000 +Effective +interest rate +(%) Maturity RMB’000 +Current +Bank loans — Guaranteed ..... 2.60−3.10 2024 34,013 2.60−3.10 2025 14,012 — — — +Bank loans — Unsecured ..... — 0.95−3.10 2025 38,467 2.30−2.70 2026 103,747 +Non-current +Bank loans — Unsecured ..... — 2.80 2026 9,000 2.30 2027 9,000 +Total .............. 34,013 61,479 112,747 +An alternative approach of disclosing relevant information is illustrated below: +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Analysed into: +Bank loans repayable +Within one year ...................... 34,013 52,479 103,747 +In the second year .................... — 9,000 9,000 +Total ............................... 34,013 61,479 112,747 +The Company +31 December 2023 31 December 2024 31 December 2025 +Effective +interest rate +(%) Maturity RMB’000 +Effective +interest rate +(%) Maturity RMB’000 +Effective +interest rate +(%) Maturity RMB’000 +Current +Bank loans — Guaranteed ..... 2.60−3.10 2024 34,013 2.60−3.10 2025 14,012 — — — +Bank loans — Unsecured ..... — 0.95−3.10 2025 36,167 2.30−2.70 2026 98,019 +Non-current +Bank loans — Unsecured ..... — 2.80 2026 9,000 2.30 2027 9,000 +Total .............. 34,013 59,179 107,019 +APPENDIX I ACCOUNTANTS’ REPORT +– I-45 – + + +--- page 348 --- +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Analysed into: +Bank loans repayable +Within one year ...................... 34,013 50,179 98,019 +In the second year .................... — 9,000 9,000 +Total ............................... 34,013 59,179 107,019 +Notes: +(a) The Group’s and the Company’s bank borrowings are all denominated in RMB. +(b) As at 31 December 2023, 2024 and 2025, the Group’s and the Company’s interest-bearing bank borrowings amounting to +RMB34,013,000, RMB14,012,000 and nil were guaranteed by the ultimate controller Mr. Zhao Yue and director Ms. Ding +Xia. +29. PROVISION +The Group and the Company +Warranties +RMB’000 +At 1 January 2023 ................................................... 461 +Additional provision .................................................. 640 +Amounts utilised during the year ........................................... (477) +At 31 December 2023 and 1 January 2024 ..................................... 624 +At 1 January 2024 ................................................... 624 +Additional provision .................................................. 604 +Amounts utilised during the year ........................................... (368) +At 31 December 2024 ................................................. 860 +At 1 January 2025 ................................................... 860 +Additional provision .................................................. 519 +Amounts utilised during the year ........................................... (263) +At 31 December 2025 ................................................. 1,116 +The amount of the provision for the warranties is estimated based on sales volumes and past +experience of the level of repairs. The estimation basis is reviewed on an ongoing basis and revised +where appropriate. +30. PAID-IN CAPITAL/SHARE CAPITAL +The Group and the Company +Paid-in capital +A summary of movements in the Company’s paid-in capital is as follows: +Number of shares +in issue Paid-in capital +’000 RMB’000 +At 31 December 2022 ................................... 10,465 10,465 +Rights fully paid ...................................... 905 905 +At 31 December 2023 ................................... 11,370 11,370 +At 31 December 2023 ................................... 11,370 11,370 +Rights fully paid ...................................... 247 247 +At 31 December 2024 ................................... 11,617 11,617 +At 31 December 2024 ................................... 11,617 11,617 +Conversion into a joint stock company ......................... (11,617) (11,617) +At 31 December 2025 ................................... —— +APPENDIX I ACCOUNTANTS’ REPORT +– I-46 – + + +--- page 349 --- +A summary of movements in the Company’s share capital is as follows: +Number of shares +in issue Share capital +’000 RMB ’000 +At 1 January 2023, 31 December 2023, 31 December 2024 and 1 January 2025 . —— +Issue of ordinary shares upon conversion into a joint stock company (ordinary +shares of RMB1.00 each) ............................... 11,617 11,617 +Issue of new shares .................................... 792 792 +Other reserve converted into share capital ....................... 87,591 87,591 +At 31 December 2025 ................................... 100,000 100,000 +The Company entered into respective shareholders’ agreements and share subscription agreements +(collectively, the “ Pre-IPO Investors Agreements ”) with various Pre-IPO Investors (collectively, the +“Pre-IPO Investors ”). The Pre-IPO Investors acquired ordinary shares of the Company through share +subscription and transfer from the shareholders of the Company with a total consideration of +approximately RMB366 million (collectively, the “ Pre-IPO Investments ”). Pursuant to the Pre-IPO +Investors Agreements, the Pre-IPO Investors were granted by the Company with special rights (“ Special +Rights ”) which included redemption rights, anti-dilution rights and liquidation preferences rights. +There was no exercise of Special Rights granted by the Company throughout the Relevant +Periods. +On 19 May 2025, the Company and the Pre-IPO Investors subsequently entered into supplemental +agreements, agreeing that certain of the Special Rights granted by the Company to Pre-IPO Investors, +including redemption rights, liquidation preferences and anti-dilution rights, have been irrecoverably +terminated and shall be void ab initio. Taking into account the legal and regulatory framework of the +Company’s jurisdiction and the governing law of the supplemental agreements, the directors considered +that it is appropriate to present the Pre-IPO Investments as equity throughout the Relevant Periods. +Had the Special Rights granted by the Company to the Pre-IPO Investors been accounted for as +financial liabilities measured at present value of the redemption amount prior to entering into the +supplemental agreements, (i) the redemption financial liabilities, total current liabilities, net current +(liabilities)/assets and net (liabilities)/assets would have been: +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Redemption financial liabilities ................ 379,957 418,062 — +Total current liabilities .................... 541,342 638,928 329,042 +(Net current liabilities)/net current assets .......... (284,033) (324,097) 141,692 +(Net liabilities)/net assets ................... (271,811) (320,306) 148,988 +, and (ii) the finance costs associated with the redemption financial liabilities, the net loss for the year, +basic loss per share during the Relevant Periods would have been: +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +RMB’000 RMB’000 RMB’000 +Finance costs associated with the redemption financial +liabilities ........................... (34,187) (38,105) (16,170) +Total net loss .......................... (81,891) (80,413) (63,236) +Basic loss per share ...................... (0.92) (0.87) (0.65) +The Group had no potentially dilutive ordinary shares in issue during the Relevant Periods. +APPENDIX I ACCOUNTANTS’ REPORT +– I-47 – + + +--- page 350 --- +31. SHARE-BASED PAYMENTS +The board of directors (the “ Board ”) of the Company declared various restricted share unit +schemes collectively (the “ Schemes ”) under a number of share-based compensation plans for the +purpose of recognising and rewarding eligible persons for their contribution to the Group, attracting +best available personnel and providing additional incentives to them so as to align the interests of these +eligible persons with those of the Group and to further promote the success of the Group’s business. +The controlling shareholder of the Company established two partnerships (“ shareholding +platforms ”) as employee shareholding platforms, and the shareholding platforms directly increase +capital of the Company to obtain equity corresponding to the amount of capital contribution. As the +incentive object, employees directly hold the property share of the partnership in the form of joining +the shareholding platforms, and indirectly hold the equity of the Company, which vest in the form of +the shares (the “ RSUs”). +Batch of 30 December 2022 +On 30 December 2022, equivalent to 282,046 shares of the Company were granted through a +shareholding platform to eligible participants at a consideration of RMB20 per share and equivalent to +209,113 shares of the Company were granted through a shareholding platform to eligible participants at +a consideration of RMB1 per share. The shares are subject to a cliff vesting schedule, with the vesting +period commencing from the grant date and concluding upon the successful IPO of the Company. This +structure is designed to incentivize the participants to contribute to the Company’s growth and +successful public listing. After the IPO, in accordance with listing regulations, a lock-up period, +commonly known as the “restricted period”, will be enforced. During this period, shareholders are +prohibited from transferring their shares. The lock-up period is set to last for 1 year, ensuring stability +in the Company’s shareholding structure and supporting the company’s post-IPO development. The +following restricted shares were forfeited during the Relevant Periods. +Number of shares +Y ear ended 31 December +2023 2024 2025 +At beginning of the year ................... 491,159 470,248 470,248 +Forfeited during the year ................... (20,911) — (2,904) +At end of the year ....................... 470,248 470,248 467,344 +The participants have accepted restricted shares by signing off the offer letters. +The aggregate fair value of the restricted shares granted is amounted to approximately +RMB102,587,000, and will be charged to profit or loss pursuant to the Scheme in aggregate from the +date of grant to the date on which the vesting conditions are satisfied. The Group has recognized +expenses of RMB24,591,000, RMB24,591,000, and RMB19,824,000 during the years ended 31 +December 2023, 2024 and 2025 respectively. +Batch of 30 June 2023 +On 30 June 2023, equivalent to 52,278 shares of the Company were granted through a +shareholding platform to eligible participants at a consideration of RMB20 per share and equivalent to +11,008 shares of the Company were granted through a shareholding platform to eligible participants at a +consideration of RMB1 per share. The shares are subject to a cliff vesting schedule, with the vesting +period commencing from the grant date and concluding upon the successful IPO of the Company. This +structure is designed to incentivize the participants to contribute to the Company’s growth and +successful public listing. After the IPO, in accordance with listing regulations, a lock-up period, +commonly known as the “restricted period”, will be enforced. During this period, shareholders are +APPENDIX I ACCOUNTANTS’ REPORT +– I-48 – + + +--- page 351 --- +prohibited from transferring their shares. The lock-up period is set to last for 1 year, ensuring stability +in the Company’s shareholding structure and supporting the Company’s post-IPO development. The +following restricted shares were granted and forfeited during the Relevant Periods. +Number of shares Number of shares Number of shares +Y ear ended 31 +December 2023 +Y ear ended 31 +December 2024 +Y ear ended 31 +December 2025 +At beginning of the year ................... — 63,286 63,286 +Granted during the year .................... 63,286 — — +Forfeited during the year ................... — — (2,662) +At end of the year ....................... 63,286 63,286 60,624 +The participants have accepted restricted shares by signing off the offer letters. +The aggregate fair value of the restricted shares granted is amounted to approximately +RMB15,443,000, and will be charged to profit or loss pursuant to the Scheme in aggregate from the +date of grant to the date on which the vesting conditions are satisfied. The Group has recognized +expenses of RMB2,206,000, RMB4,412,000 and RMB3,249,000 during the years ended 31 December +2023, 2024 and 2025, respectively. +Batch of 30 June 2024 +On 30 June 2024, equivalent to 49,132 shares of the Company were granted through a +shareholding platform to eligible participants at a consideration of RMB20 per share. The shares are +subject to a cliff vesting schedule, with the vesting period commencing from the grant date and +concluding upon the successful IPO of the Company. This structure is designed to incentivize the +participants to contribute to the Company’s growth and successful public listing. After the IPO, in +accordance with listing regulations, a lock-up period, commonly known as the “restricted period”, will +be enforced. During this period, shareholders are prohibited from transferring their shares. The lock-up +period is set to last for 1 year, ensuring stability in the Company’s shareholding structure and +supporting the Company’s post-IPO development. The following restricted shares were granted during +the years ended 31 December 2024 and 2025, respectively. +Number of shares Number of shares +Y ear ended +31 December 2024 +Y ear ended +31 December 2025 +At beginning of the year ................................. — 49,132 +Granted during the year .................................. 49,132 — +At end of the year ..................................... 49,132 49,132 +The participants have accepted restricted shares by signing off the offer letters. +The aggregate fair value of the restricted shares granted is amounted to approximately +RMB13,368,000, and will be charged to profit or loss pursuant to the Scheme in aggregate from the +date of grant to the date on which the vesting conditions are satisfied. The Group has recognized +expenses of RMB2,674,000 and RMB4,596,000 during the years ended 31 December 2024 and 2025, +respectively. +Batch of 15 May 2025 +On 15 May 2025, equivalent to 168,196 shares of the Company were granted through a +shareholding platform to eligible participants at a consideration of RMB6.54 per share. The shares are +subject to a cliff vesting schedule, with the vesting period commencing from the grant date and +concluding upon the successful IPO of the Company with a lock-up period. This structure is designed to +incentivize the participants to contribute to the Company’s growth and successful public listing. During +this period, shareholders are prohibited from transferring their shares. The lock-up period is set to last +APPENDIX I ACCOUNTANTS’ REPORT +– I-49 – + + +--- page 352 --- +for 1-3 year based on the performance-assessment results for the fiscal years ending 31 December 2025 +and 2026, ensuring stability in the Company’s shareholding structure and supporting the Company’s +post-IPO development. The following restricted shares were granted during the year ended 31 +December 2025. +Number of shares +Y ear ended 31 +December 2025 +At beginning of the year ............................................... — +Granted during the year ................................................ 168,196 +At end of the year ................................................... 168,196 +The participants have accepted restricted shares by signing off the offer letters. +The aggregate fair value of the restricted shares granted is amounted to approximately +RMB4,400,000, and will be charged to profit or loss pursuant to the Scheme in aggregate from the date +of grant to the date on which the vesting conditions are satisfied. The Group recognized expenses of +RMB1,130,000 during the year ended 31 December 2025. +Batch of 31 December 2025 +On 31 December 2025, equivalent to 35,497 shares of the Company were granted through a +shareholding platform to eligible participants at a consideration of RMB6.54 per share. The shares are +subject to a cliff vesting schedule, with the vesting period commencing from the grant date and +concluding upon the successful IPO of the Company with a lock-up period. This structure is designed to +incentivize the participants to contribute to the Company’s growth and successful public listing. During +this period, shareholders are prohibited from transferring their shares. The lock-up period is set to last +for 1-3 year based on the performance-assessment results for the fiscal years ending 31 December 2025 +and 2026, ensuring stability in the Company’s shareholding structure and supporting the Company’s +post-IPO development. The following restricted shares were granted during the year ended 31 +December 2025. +Number of shares +Y ear ended 31 +December 2025 +At beginning of the year ............................................... — +Granted during the year ................................................ 35,497 +At end of the year ................................................... 35,497 +The participants have accepted restricted shares by signing off the offer letters. +The aggregate fair value of the restricted shares granted is amounted to approximately +RMB1,365,000, and will be charged to profit or loss pursuant to the Scheme in aggregate from the date +of grant to the date on which the vesting conditions are satisfied. The Group recognized no expenses +during the year ended 31 December 2025. +The fair value of the restricted shares granted on the date of 30 June 2023, 30 June 2024 and 31 +December 2025 was estimated on the dates of grant using the market model with the following +assumptions used and the fair value of the restricted shares granted on the date of 15 May 2025 was +estimated on the date of grant using the price of the recent transaction. +Batch of 30 +June 2023 +Batch of 30 +June 2024 +Batch of 15 +May 2025 +Batch of 31 +December 2025 +EV/Sales ......................... 9.5x 9.0x n/a 11.8x +Discount for Lack of marketability .......... 16.78% 17.02% n/a 14.69% +Price per share of the recent transaction ....... n/a n/a 33 n/a +APPENDIX I ACCOUNTANTS’ REPORT +– I-50 – + + +--- page 353 --- +32. RESERVES +The Group +The amounts of the Group’s reserves and the movements therein for the Relevant Periods are +presented in the consolidated statements of changes in equity on page I-5 of the financial statements. +(a) Share-based payment reserve +The share-based payment reserve represents the equity-settled share awards as set out in note 31 +to the Historical Financial Information. +The Company +Other reserves Accumulated loss Total +RMB’000 RMB’000 RMB’000 +At 1 January 2023 ....................... 236,672 (126,855) 109,817 +Total comprehensive loss for the year ............ — (55,516) (55,516) +Business combination under common control ........ (945) — (945) +Equity-settled share-based payments +of the Company ....................... 26,797 — 26,797 +At 31 December 2023 ..................... 262,524 (182,371) 80,153 +Other reserves Accumulated loss Total +RMB’000 RMB’000 RMB’000 +At 1 January 2024 ....................... 262,524 (182,371) 80,153 +Total comprehensive loss for the year ............ — (50,920) (50,920) +Equity-settled share-based payments of the Company ... 31,677 — 31,677 +At 31 December 2024 ..................... 294,201 (233,291) 60,910 +Other reserves Accumulated loss Total +RMB’000 RMB’000 RMB’000 +At 1 January 2025 ....................... 294,201 (233,291) 60,910 +Total comprehensive loss for the period ........... — (56,316) (56,316) +Conversion into a joint stock company ........... (246,376) 246,376 — +Capital injection ........................ 68,325 — 68,325 +Other reserve converted into share capital ......... (87,591) — (87,591) +Equity-settled share-based payments of the Company ... 28,799 — 28,799 +At 31 December 2025 ..................... 57,358 (43,231) 14,127 +33. BUSINESS COMBINATION +In March 2023, the Company acquired 100% equity interests in Jiangsu Xianjue Intelligent +Technology Co., Ltd. (“ Xianjue ”) held by Mr. Zhao Yue, Mr. Ye Yangsheng and Mr. Wang Qun at a +purchase consideration of RMB945,000.00. Xianjue is principally engaged in manufacture and sales of +industrial products. +After the completion of the acquisition, Xianjue was accounted for as a subsidiary of the Group. +Since the Company and Xianjue were under common control of Mr. Yue Zhao (the ultimate controlling +shareholder of the Company) before and after the completion of the aforesaid acquisition, the business +combination of Xianjue has been accounted for by applying the pooling of interest method. +Business combinations arising from transfers of interests in entities that are under the control of +the ultimate shareholder that controls the Group are accounted for as if the acquisitions had occurred at +the beginning of the earliest date presented or, if later, at the date that common control was established. +The assets and liabilities acquired are recognised at the carrying amounts recognised previously in the +acquired entities’ financial statements. +APPENDIX I ACCOUNTANTS’ REPORT +– I-51 – + + +--- page 354 --- +Upon transfer of interest in an entity to another entity that is under the control of the ultimate +shareholder that controls the Group, any difference between the Group’s interest in the carrying value +of the assets and liabilities and the cost of transfer of interest in the entity is recognised directly in +equity. +The consolidated statement of comprehensive income includes the results of each of the +combining entities from the earliest date presented or since the date when the combining entities first +came under the common control, where this is a shorter period. +All intra-group balances, transactions, unrealised gains and losses resulting from intra-group +transactions and dividends are eliminated in full on consolidation. +The carrying value of the assets and liabilities of Xianjue at the acquisition date were as follows: +Carrying value +recognised on +acquisition +RMB’000 +Current assets ...................................................... 694 +Non-current assets ................................................... 568 +Total assets ....................................................... 1,262 +Current liabilities .................................................... (317) +Non-current liabilities ................................................. — +Total liabilities ..................................................... (317) +Net assets ........................................................ 945 +Satisfied by cash .................................................... 945 +34. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS +(a) Major non-cash transactions +During the years ended 31 December 2023, 2024 and 2025, the Group had non-cash additions to +right-of-use assets RMB239,000, RMB9,752,000 and RMB14,317,000 and lease liabilities +RMB239,000, RMB9,752,000 and RMB14,317,000, respectively, in respect of lease arrangements for +office. +(b) Changes in liabilities arising from financing activities +31 December 2023 +Bank and +other loans Lease liabilities +RMB’000 RMB’000 +At 1 January 2023 ..................................... 13,513 21,879 +New leases ......................................... — 239 +Disposal ........................................... — (1,350) +Changes from financing cash flows ........................... 19,758 (6,425) +Interest expense ....................................... 742 819 +At 31 December 2023 ................................... 34,013 15,162 +APPENDIX I ACCOUNTANTS’ REPORT +– I-52 – + + +--- page 355 --- +31 December 2024 +Bank and +other loans Lease liabilities +RMB’000 RMB’000 +At 1 January 2024 ..................................... 34,013 15,162 +New leases ......................................... — 9,752 +Changes from financing cash flows ........................... 26,003 (5,286) +Interest expense ....................................... 1,463 700 +At 31 December 2024 ................................... 61,479 20,328 +31 December 2025 +Bank and +other loans Lease liabilities +Accrued listing +expenses in other +payables and +accruals * +RMB’000 RMB’000 RMB’000 +At 1 January 2025 ....................... 61,479 20,328 — +New Lease ........................... — 14,317 — +Changes from financing cash flows ............. 48,958 (6,880) (1,725) +Interest expense ......................... 2,310 806 — +Increase in deferred listing expenses ............. — — 2,174 +At 31 December 2025 ..................... 112,747 28,571 449 +* As of 31 December 2025, the listing expenses amounting to RMB2,174,000 were required to be capitalized and included in +other payables and accruals, of which RMB1,725,000 has been paid. +(c) The total cash outflow for leases included in the statement of cash flows is as follows: +31 December 2023 31 December 2024 31 December 2025 +RMB’000 RMB’000 RMB’000 +Within operating activities .................. 550 492 559 +Within financing activities .................. 6,425 5,286 6,880 +35. RELATED PARTY TRANSACTIONS +(a) The Group had the following transactions with related parties during the year: +Notes +31 December +2023 +31 December +2024 +31 December +2025 +RMB’000 RMB’000 RMB’000 +Acquisition a subsidiary from the ultimate controlling +shareholder ......................... (i) 945 — — +Interest income from shareholders ............. 158 — — +Note: +(i) Details refer to Note 33 business combination under common control. +(b) No outstanding balances with related parties are as at the end of each of the Relevant +Periods. +APPENDIX I ACCOUNTANTS’ REPORT +– I-53 – + + +--- page 356 --- +36. FINANCIAL INSTRUMENTS BY CATEGORY +The carrying amounts of each of the categories of financial instruments as at the end of the +reporting period are as follows: +2023 +Financial assets +Financial assets at +fair value through +profit or loss +Financial assets at +fair value through +other +comprehensive +income +Mandatorily +designated as such Debt investments +Financial assets at +amortised cost Total +RMB’000 RMB’000 RMB’000 RMB’000 +Other long-term receivables ................. — — 1,560 1,560 +Trade and notes receivables ................. — — 53,741 53,741 +Debt instruments at fair value through other comprehensive +income .......................... — 7,907 — 7,907 +Financial assets included in prepayments, other +receivables and other assets ................ — — 4,948 4,948 +Restricted bank deposits ................... — — 161 161 +Cash and cash equivalents .................. — — 99,681 99,681 +Total ............................ — 7,907 160,091 167,998 +Financial liabilities +Financial liabilities +at amortised cost +RMB’000 +Trade and bills payables ................................................ 42,816 +Financial liabilities included in other payables and accruals (note 26) ..................... 5,282 +Interest-bearing bank borrowings ........................................... 34,013 +Total ........................................................... 82,111 +2024 +Financial assets +Financial assets at +fair value through +profit or loss +Financial assets at +fair value through +other +comprehensive +income +Mandatorily +designated as such Debt investments +Financial assets at +amortised cost Total +RMB’000 RMB’000 RMB’000 RMB’000 +Other long-term receivables ................. — — 1,312 1,312 +Trade and notes receivables ................. — — 108,973 108,973 +Debt instruments at fair value through other comprehensive +income .......................... — 4,353 — 4,353 +Financial assets included in prepayments, other receivables and +other assets ........................ — — 5,542 5,542 +Financial assets at fair value through profit or loss ...... 2,083 — — 2,083 +Restricted bank deposits ................... — — 408 408 +Cash and cash equivalents .................. — — 92,859 92,859 +Total ............................ 2,083 4,353 209,094 215,530 +APPENDIX I ACCOUNTANTS’ REPORT +– I-54 – + + +--- page 357 --- +Financial liabilities +Financial liabilities +at amortised cost +RMB’000 +Trade and bills payables ................................................ 74,910 +Financial liabilities included in other payables and accruals (note 26) ..................... 9,062 +Interest-bearing bank borrowings ........................................... 61,479 +Total ........................................................... 145,451 +2025 +Financial assets +Financial assets at +fair value through +profit or loss +Financial assets at fair value through other +comprehensive income +Mandatorily +designated as such Debt investments Equity investment +Financial assets at +amortised cost Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Other long-term receivables ..... — — — 1,224 1,224 +Equity investments designated at fair +value through other comprehensive +income .............. — — 250 — 250 +Trade and notes receivables ...... — — — 169,569 169,569 +Debt instruments at fair value through +other comprehensive income .... — 3,494 — — 3,494 +Financial assets included in +prepayments, other receivables and +other assets ............ — — — 4,104 4,104 +Financial assets at fair value through +profit or loss ........... 18,012 — — — 18,012 +Restricted bank deposits ....... — — — 1,007 1,007 +Cash and cash equivalents ...... — — — 153,940 153,940 +Total ................ 18,012 3,494 250 329,844 351,600 +Financial liabilities +Financial liabilities +at amortised cost +RMB’000 +Trade and bills payables ................................................ 130,076 +Financial liabilities included in other payables and accruals (note 26) ..................... 9,232 +Interest-bearing bank borrowings ........................................... 112,747 +Total ........................................................... 252,055 +For the details of Pre-IPO Investments, please refer to Note 30 to this report. +37. TRANSFERS OF FINANCIAL ASSETS +Transferred financial assets that are not derecognised in their entirety +The Group endorsed certain notes receivable accepted by banks in Chinese Mainland (the +“Endorsed Bills ”) with a carrying amount of RMB3,399,000, RMB8,876,000 and RMB12,272,000 to +certain of its suppliers in order to settle the trade payables due to such suppliers (the “ Endorsement ”) +as at 31 December 2023, 2024 and 2025, respectively. In the opinion of the management, the Group has +retained the substantial risks and rewards, which include default risks relating to such Endorsed Bills, +and accordingly, it continued to recognise the full carrying amounts of the Endorsed Bills and the +associated trade payables settled. Subsequent to the Endorsement, the Group did not retain any rights +APPENDIX I ACCOUNTANTS’ REPORT +– I-55 – + + +--- page 358 --- +on the use of the Endorsed Bills, including the sale, transfer or pledge of the Endorsed Bills to any +other third parties. The aggregate carrying amount of the trade payables settled by the Endorsed Bills +during the year to which the suppliers have recourse was RMB3,399,000, RMB8,876,000 and +RMB12,272,000 as at 31 December 2023, 2024 and 2025, respectively. In addition, the Group +discounted certain notes receivable accepted by banks in the Chinese Mainland (the “ Discounted +Notes ”) to certain banks to finance its operating cash flows (the “ Discount ”) with an aggregate +carrying amount of RMB2,300,000 and RMB5,728,000 as at 31 December 2024 and 31 December 2025, +respectively. +Transferred financial assets that are derecognised in their entirety +The Group endorsed certain bills receivable accepted by banks (the “ Derecognised Bills ”) to +certain of their suppliers in order to settle the trade payables due to such suppliers with carrying +amounts in aggregate of RMB20,317,000, RMB18,212,000 and RMB35,772,000 as at 31 December +2023, 2024 and 2025, respectively. The Derecognised Bills had a maturity of 1 to 6 months at the end +of the Relevant Periods. In accordance with the Law of Negotiable Instruments, the holders of the +Derecognised Bills may exercise the right of recourse against any, several or all of the persons, +including the Group, liable for the Derecognised Bills regardless of the order of precedence (the +“Continuing Involvement ”). In the opinion of the management, the Group has transferred substantially +all the risks and rewards relating to the Derecognised Bills. Accordingly, it has derecognised the full +carrying amounts of the Derecognised Bills and the associated trade payables. The maximum exposure +to loss from the Group’s Continuing Involvement in the Derecognised Bills and the undiscounted cash +flows to repurchase these Derecognised Bills is equal to their carrying amounts. In the opinion of +management, the fair values of the Group’s Continuing Involvement in the Derecognised Bills are not +significant. +38. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS +Management has assessed that the fair values of cash and cash equivalents, the current portion of +pledged deposits, trade and notes receivables, trade and bills payables, financial assets included in +prepayments, other receivables and other assets, financial liabilities included in other payables and +accruals, and amounts due from related parties approximate to their carrying amounts largely due to the +short term maturities of these instruments. Management has also assessed the fair value of the other +long-term receivables approximate to their carrying amounts mainly due to the interest rate of other +long-term receivables approximates to the market interest rates of instruments with similar terms and +risks. +The Group’s finance department headed by the finance manager is responsible for determining the +policies and procedures for the fair value measurement of financial instruments. The finance manager +reports directly to the chief financial officer. At the end of each of the Relevant Periods, the finance +department analyses the movements in the values of financial instruments and determines the major +inputs applied in the valuation. The valuation is reviewed and approved by the chief financial officer. +The fair values of the financial assets and liabilities are included at the amount at which the +instrument could be exchanged in a current transaction between willing parties, other than in a forced +or liquidation sale. The following methods and assumptions were used to estimate the fair values: +The fair values of interest-bearing bank borrowings have been calculated by discounting the +expected future cash flows using rates currently available for instruments with similar terms, credit risk +and remaining maturities. The changes in fair value as a result of the Group’s own non-performance +risk for interest-bearing bank borrowings as at were assessed to be insignificant. +The Group invests in unlisted investments, which represent wealth management products issued +by banks in Chinese Mainland. The Group has estimated the fair value of these unlisted investments by +using a discounted cash flow valuation model based on the market interest rates of instruments with +similar terms and risks. +APPENDIX I ACCOUNTANTS’ REPORT +– I-56 – + + +--- page 359 --- +For the fair value of the unlisted equity investments at fair value through other comprehensive +income, management has estimated the potential effect of using reasonably possible alternatives as +inputs to the valuation model. If all significant inputs required by fair value measurement are +observable, the instruments are included in level 2. If one or more of the significant inputs is not based +on observable market data, the instruments are included in level 3. +For Level 3 financial assets, the Group adopts the valuation techniques to determine the fair +value. Valuation technique was the recent transaction price. The fair value measurement of these +financial instruments may involve unobservable inputs such as recent transaction price. The Group +periodically reviews the significant unobservable input and valuation adjustments used to measure the +fair values of financial assets in Level 3. +Below is a summary of significant unobservable inputs to the valuation of financial instruments +together with a quantitative sensitivity analysis as at 31 December 2025: +Valuation technique +Significant unobservable +input Range +Sensitivity of fair value to the +input +Unlisted equity investment ... recent transaction price recent transaction price N/A N/A +Fair value hierarchy +The following tables illustrate the fair value measurement hierarchy of the Group’s financial +instruments: +Assets measured at fair value: +As at 31 December 2023 +Fair value measurement using +Quoted prices in +active markets +(Level 1) +Significant +observable inputs +(Level 2) +Significant +unobservable inputs +(Level 3) Total +RMB’000 RMB’000 RMB’000 RMB’000 +Debt instruments at fair value through other comprehensive +income .......................... — 7,907 — 7,907 +As at 31 December 2024 +Fair value measurement using +Quoted prices in +active markets +(Level 1) +Significant +observable inputs +(Level 2) +Significant +unobservable inputs +(Level 3) Total +RMB’000 RMB’000 RMB’000 RMB’000 +Debt instruments at fair value through other comprehensive +income .......................... — 4,353 — 4,353 +Financial assets at fair value through profit or loss ...... — 2,083 — 2,083 +Total ............................ — 6,436 — 6,436 +APPENDIX I ACCOUNTANTS’ REPORT +– I-57 – + + +--- page 360 --- +As at 31 December 2025 +Fair value measurement using +Quoted prices in +active markets +(Level 1) +Significant +observable inputs +(Level 2) +Significant +unobservable inputs +(Level 3) Total +RMB’000 RMB’000 RMB’000 RMB’000 +Debt instruments at fair value through other comprehensive +income .......................... — 3,494 — 3,494 +Financial assets at fair value through profit or loss ...... — 18,012 — 18,012 +Equity investments designated at fair value through other +comprehensive income .................. — — 250 250 +Total ............................ — 21,506 250 21,756 +During the Relevant Periods, there were no transfers of fair value measurements between Level 1 +and Level 2 and no transfers into or out of Level 3 for financial assets. +The movements in fair value measurements within Level 3 during the year are as follows: +At 31 December +2025 +RMB’000 +Equity investments at fair value through other comprehensive income +At 1 January ...................................................... — +Purchases ........................................................ 250 +At 31 December .................................................... 250 +39. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES +The Group’s principal financial instruments, comprise bank loans and overdrafts and cash and +term deposits. The main purpose of these financial instruments is to raise finance for the Group’s +operations. The Group has various other financial assets and liabilities such as trade receivables and +trade payables, which arise directly from its operations. +The main risks arising from the Group’s financial instruments are interest rate risk, foreign +currency risk, credit risk and liquidity risk. The board of directors reviews and agrees policies for +managing each of these risks and they are summarised below. +Foreign currency risk +The Group has transactional currency exposures. Such exposures arise from sales by operating +units and investing and financing activities by investment holding units in currencies other than the +units’ functional currencies. The following table demonstrates the sensitivity at the end of the reporting +period to a reasonably possible change in the major foreign currency exchange rate, with all other +variables held constant, of the Group’s profit before tax due to differences arising on settlement or +translation of monetary assets and liabilities and the Group’s equity due to the changes of exchange +fluctuation reserves of certain overseas subsidiaries of which the functional currencies are currencies +other than RMB. +APPENDIX I ACCOUNTANTS’ REPORT +– I-58 – + + +--- page 361 --- +Increase/ +(decrease) in +USD/RMB rate +Increase/ +(decrease) in profit +before tax +Increase/ +(decrease) in +equity +% RMB’000 RMB’000 +31 December 2023 +If the USD weakens against the RMB ............ (5) (890) (890) +If the USD strengthens against the RMB .......... 5 890 890 +31 December 2024 +If the USD weakens against the RMB ............ (5) (2,338) (2,338) +If the USD strengthens against the RMB .......... 5 2,338 2,338 +31 December 2025 +If the USD weakens against the RMB ........... (5) (4,315) (4,315) +If the USD strengthens against the RMB .......... 5 4,315 4,315 +Credit risk +The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that +all customers who wish to trade on credit terms are subject to credit verification procedures. In +addition, receivable balances are monitored on an ongoing basis and the Group’s exposure to bad debts +is not significant. For transactions that are not denominated in the functional currency of the relevant +operating unit, the Group does not offer credit terms without the specific approval of the Head of Credit +Control. +The credit risk of the Group’s other financial assets, which comprise cash and cash equivalents +and other receivables, arises from default of the counterparty, with a maximum exposure equal to the +carrying amounts of these instruments. +Since the Group trades only with recognised and creditworthy third parties, there is no +requirement for collateral. Concentrations of credit risk are managed by analysis by +customer/counterparty, by geographical region and by industry sector. As at the end of each of the +Relevant Periods, the Group had certain concentrations of credit risk as 7.36%, 16.16% and 4.63% of +the Group’s trade receivables were due from the Group’s largest debtor, respectively, and 26.92%, +31.09% and 18.19% of the Group’s trade receivables were due from the Group’s five largest debtors, +respectively. +The table below shows the credit quality and the maximum exposure to credit risk based on the +Group’s credit policy, which is mainly based on past due information unless other information is +available without undue cost or effort, and year-end staging classification. The amounts presented are +gross carrying amounts for financial assets. +31 December 2023 +12-month ECLs Lifetime ECLs +Stage 1 Stage 2 Stage 3 Simplified approach Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Other long-term receivables ..... 1,560 — — — 1,560 +Trade and notes receivables* ..... — — — 55,026 55,026 +Debt instruments at fair value through +other comprehensive income .... 7,907 — — — 7,907 +Financial assets included in +prepayments, other receivables and +other assets** ........... 4,948 — — — 4,948 +Restricted bank balances ....... 161 — — — 161 +Cash and cash equivalents ...... 99,681 — — — 99,681 +Total ................ 114,257 — — 55,026 169,283 +APPENDIX I ACCOUNTANTS’ REPORT +– I-59 – + + +--- page 362 --- +31 December 2024 +12-month ECLs Lifetime ECLs +Stage 1 Stage 2 Stage 3 Simplified approach Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Other long-term receivables ..... 1,312 — — — 1,312 +Trade and notes receivables* ..... — — — 112,190 112,190 +Debt instruments at fair value through +other comprehensive income .... 4,353 — — — 4,353 +Financial assets included in +prepayments, other receivables and +other assets** ........... 5,542 — — — 5,542 +Restricted bank balances ....... 4 0 8——— 4 0 8 +Cash and cash equivalents ...... 92,859 — — — 92,859 +Total ................ 104,474 — — 112,190 216,664 +31 December 2025 +12-month ECLs Lifetime ECLs +Stage 1 Stage 2 Stage 3 Simplified approach Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Other long-term receivables ..... 1,224 — — — 1,224 +Trade and notes receivables* ..... — — — 183,362 183,362 +Debt instruments at fair value through +other comprehensive income .... 3,494 — — — 3,494 +Financial assets included in +prepayments, other receivables and +other assets** ........... 4,104 — — — 4,104 +Restricted bank balances ....... 1,007 — — — 1,007 +Cash and cash equivalents ...... 153,940 — — — 153,940 +Total ................ 163,769 — — 183,362 347,131 +* For trade receivables to which the Group applies the simplified approach for impairment, information based on the +expected credit loss rate is disclosed in note 20 to the Historical Financial Information. +** The credit quality of the financial assets included in prepayments, other receivables and other assets is considered to be +“normal” when they are not past due and there is no information indicating that the financial assets had a significant +increase in credit risk since initial recognition. Otherwise, the credit quality of the financial assets is considered to be +“doubtful”. +Liquidity risk +The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool. This +tool considers the maturity of both its financial instruments and financial assets (e.g., trade receivables) +and projected cash flows from operations. +The Group’s objective is to maintain a balance between continuity of funding and flexibility +through the use of bank overdrafts, bank borrowings and lease liabilities. All of the Group’s borrowings +would mature in less than one year as at the end of each of the Relevant Periods, respectively, based on +the carrying value of borrowings reflected in the Historical Financial Information. +APPENDIX I ACCOUNTANTS’ REPORT +– I-60 – + + +--- page 363 --- +The maturity profile of the Group’s financial liabilities as at each end of the Relevant Periods, +based on the contractual undiscounted payments, is as follows: +31 December 2023 +Group 2023 +On demand +Less than +3 months +3 to less than +12 months +1t o +5 years +Over +5 years Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Lease liabilities ............... — 562 2,899 13,590 — 17,051 +Trade and bills payables ........... — 42,816 — — — 42,816 +Financial liabilities included in payables and +accruals ................. 5,282 ———— 5,282 +Interest-bearing bank borrowings ....... — 20,480 14,446 — — 34,926 +Total .................... 5,282 63,858 17,345 13,590 — 100,075 +31 December 2024 +Group 2024 +On demand +Less than +3 months +3 to less than +12 months +1t o +5 years +Over +5 years Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Lease liabilities ............... — 855 4,750 16,190 — 21,795 +Trade and bills payables ........... — 74,910 — — — 74,910 +Financial liabilities included in payables and +accruals ................. 9,062 ———— 9,062 +Interest-bearing bank borrowings ....... — 38,454 15,474 9,248 — 63,176 +Total .................... 9,062 114,219 20,224 25,438 — 168,943 +31 December 2025 +Group 2025 +On demand +Less than +3 months +3 to less than +12 months +1t o +5 years +Over +5 years Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Lease liabilities ............... — 923 6,136 20,451 3,798 31,308 +Trade and bills payables ........... — 130,076 — — — 130,076 +Financial liabilities included in payables and +accruals ................. 9,232 ———— 9,232 +Interest-bearing bank borrowings ....... — 37,928 68,205 9,207 — 115,340 +Total .................... 9,232 168,927 74,341 29,658 3,798 285,956 +Capital management +The primary objectives of the Group’s capital management are to safeguard the Group’s ability to +continue as a going concern and to maintain healthy capital ratios in order to support its business and +maximise shareholders’ value. +The Group manages its capital structure and makes adjustments to it in light of changes in +economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the +capital structure, the Group may adjust the dividend payment to shareholders, return capital to +shareholders or issue new shares. The Group is not subject to any externally imposed capital +requirements. No changes were made in the objectives, policies or processes for managing capital +during the Relevant Periods. +APPENDIX I ACCOUNTANTS’ REPORT +– I-61 – + + +--- page 364 --- +40. EVENTS AFTER 31 DECEMBER 2025 +There are no significant subsequent events undertaken by the Company or by the Group after 31 +December 2025. +41. SUBSEQUENT FINANCIAL STATEMENTS +No audited financial statements have been prepared by the Company, the Group or any of the +companies now comprising the Group in respect of any period subsequent to 31 December 2025. +APPENDIX I ACCOUNTANTS’ REPORT +– I-62 – + + +--- page 365 --- +The following information sets out in this appendix does not form part of the Accountants’ Report +from Ernst & Young, Certified Public Accountants, Hong Kong, the Reporting Accountants, as set out 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 “Financial Information” and the +Accountants’ Report set out in Appendix I to this prospectus. +A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET +TANGIBLE ASSETS +The following unaudited pro forma adjusted consolidated net tangible assets has been prepared in +accordance with Rule 4.29 of the Rules Governing the Listing of Securities on the Stock Exchange of +Hong Kong Limited and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial +Information for inclusion in Investment Circulars” issued by the Hong Kong Institute of Certified +Public Accountants for illustration purposes only, and is set out here to illustrate the effect of the +Global Offering on our consolidated net tangible assets as of 31 December 2025 as if the Global +Offering had taken place on that day. +The unaudited pro forma adjusted consolidated net tangible assets have been prepared for +illustrative purposes only and because of its hypothetical nature, it may not give a true picture of the +financial position of the Group had the Global Offering been completed as of 31 December 2025 or any +future dates. It is prepared based on the consolidated net tangible assets of the Group attributable to +equity holders of the Company as of 31 December 2025 as set out in the Accountants’ Report in +Appendix I to this prospectus and adjusted as described below. +Consolidated net +tangible assets of the +Group attributable +to equity holders of +the Company as at +31 December 2025 +Estimated net +proceeds from the +Global Offering +Unaudited pro +forma adjusted +consolidated net +tangible assets +attributable to +equity holders of the +Company as at +31 December 2025 +Unaudited pro forma adjusted consolidated +net tangible assets of the Group attributable +to equity holders 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 an Offer Price of +HK$101.6 per Share ...... 147,119 881,839 1,028,958 9.31 10.70 +Notes: +1. The consolidated net tangible assets of the Group attributable to equity holders of the Company as at 31 December 2025 is +based on consolidated net assets of the Group attributable to equity holders of the Company as at 31 December 2025 of +approximately RMB148,988,000 after deducting of other intangible assets of RMB1,869,000 as of 31 December 2025 set +out in the Accountants’ Report in Appendix I to this prospectus. +2. The estimated net proceeds from the Global Offering are based on 10,497,300 Offer Shares at the indicative Offer Price +HK$101.6 per Share, after deduction of underwriting fees and commissions and other listing related expenses payable by +the Company (excluding the listing expenses that have been charged to profit or loss during the Track Record Period), and +without taking into account of any shares which may be allotted and issued upon the exercise of the Over-allotment +Option. +3. The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to equity holders of the +Company per Share is calculated based on 110,497,300 Shares in issue immediately following the completion of the Global +Offering and does not take into account of any Shares which may be issued under the Over-allotment Option, or any +Shares which may be allotted, issued or repurchased by the Company. +4. For the purpose of this unaudited pro forma statement of adjusted net tangible assets, the balances stated in RMB are +converted into HKD at the rate of HK$1 to RMB0.8705. No representation is made that the Hong Kong dollar amounts +have been, could have been or may be converted to Renminbi, or vice versa, at that rate or any other rates or at all. +5. No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets to reflect any trading +results or other transactions for the Group entered into subsequent to 31 December 2025. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-1 – + + +--- page 366 --- +B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE +COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION +The following is the text of a report, prepared for inclusion in this document, received from the +independent reporting accountants of the Company, Ernst & Young, Certified Public Accountants, Hong +Kong, for the purpose of incorporation in this prospectus. +27/F, One Taikoo Place +979 King’s Road +Quarry Bay +Hong Kong +To the Directors of Shanghai Seer Intelligent Technology Co., Ltd. +We have completed our assurance engagement to report on the compilation of unaudited pro forma +financial information of Shanghai Seer Intelligent Technology Co., Ltd. (the “ Company ”) and its +subsidiaries (hereinafter collectively referred to as the “ Group ”) by the directors of the Company (the +“Directors ”) for illustrative purposes only. The unaudited pro forma financial information consists of +the unaudited pro forma consolidated net tangible assets as at 31 December 2025, and related notes as +set out on page II-1 of the prospectus dated 15 June 2026 (the “ Prospectus ”) issued by the Company +(the “ Unaudited Pro Forma Financial Information ”). The applicable criteria on the basis of which +the Directors have compiled the Unaudited Pro Forma Financial Information are described in Appendix +II. +The Unaudited Pro Forma Financial Information has been compiled by the Directors to illustrate +the impact of the global offering of shares of the Company on the Group’s financial position as at 31 +December 2025. As part of this process, information about the Group’s financial position, has been +extracted by the Directors from the Group’s financial statements for the year ended 31 December 2025, +on which an accountants’ report has been published. +Directors’ responsibility for the Unaudited Pro Forma Financial Information +The Directors are responsible for compiling the Unaudited Pro Forma Financial Information in +accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock +Exchange of Hong Kong Limited (the “ Listing Rules ”) and with reference to Accounting Guideline +(“AG”) 7 Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars issued +by the Hong Kong Institute of Certified Public Accountants (the “ HKICPA”). +Our independence and quality management +We have complied with the independence and other ethical requirements of the Code of Ethics for +Professional Accountants issued by the HKICPA, which is founded on fundamental principles of +integrity, objectivity, professional competence and due care, confidentiality and professional behavior. +Our firm applies Hong Kong Standard on Quality Management 1 Quality Management for Firms +that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services +Engagements which requires the firm to design, implement and operate a system of quality management +including policies or procedures regarding compliance with ethical requirements, professional standards +and applicable legal and regulatory requirements. +Reporting accountants’ responsibilities +Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, +on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept +any responsibility for any reports previously given by us on any financial information used in the +compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom +those reports were addressed by us at the dates of their issue. +We conducted our engagement in accordance with Hong Kong Standard on Assurance +Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma Financial +Information Included in a Prospectus issued by the HKICPA. This standard requires that the reporting +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-2 – + + +--- page 367 --- +accountants plan and perform procedures to obtain reasonable assurance about whether the Directors +have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of +the Listing Rules and with reference to AG 7 issued by the HKICPA. +For purposes of this engagement, we are not responsible for updating or reissuing any reports or +opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial +Information, nor have we, in the course of this engagement, performed an audit or review of the +financial information used in compiling the Unaudited Pro Forma Financial Information. +The purpose of the Unaudited Pro Forma Financial Information included in the Prospectus is +solely to illustrate the impact of the global offering of shares of the Company on unadjusted financial +information of the Group as if the transaction had been undertaken at an earlier date selected for +purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of +the transaction would have been as presented. +A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial +Information has been properly compiled on the basis of the applicable criteria involves performing +procedures to assess whether the applicable criteria used by the Directors in the compilation of the +Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the significant +effects directly attributable to the transaction, and to obtain sufficient appropriate evidence about +whether: + the related pro forma adjustments give appropriate effect to those criteria; and + the Unaudited Pro Forma Financial Information reflects the proper application of those +adjustments to the unadjusted financial information. +The procedures selected depend on the reporting accountants’ judgment, having regard to the +reporting accountants’ understanding of the nature of the Group, the transaction in respect of which the +Unaudited Pro Forma Financial Information has been compiled, and other relevant engagement +circumstances. +The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma +Financial Information. +We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for +our opinion. +Opinion +In our opinion: +(a) the Unaudited Pro Forma Financial Information has been properly compiled on the basis +stated; +(b) such basis is consistent with the accounting policies of the Group; and +(c) the adjustments are appropriate for the purpose of the Unaudited Pro Forma Financial +Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules. +Certified Public Accountants +Hong Kong +15 June 2026 +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-3 – + + +--- page 368 --- +TAXATION OF SECURITY HOLDERS +Income tax and capital gains tax of holders of the H shares is subject to the laws and practices of +the PRC and of jurisdictions in which holders of the H shares are resident or otherwise subject to tax. +The following summary of certain relevant taxation provisions is based on current laws and practices, +and has not taken in to account the expected change or amendment to the relevant laws or policies and +does not constitute any opinion or advice. The discussion does not deal with all possible tax +consequences relating to an investment in the H shares, nor does it take into account the specific +circumstances of any particular investor, some of which may be subject to special regulation. +Accordingly, you should consult your own tax adviser regarding the tax consequences of an investment +in the H shares. The discussion is based upon laws and relevant interpretations in effect as of the Latest +Practicable Date, all of which are subject to change or adjustment and may have retrospective effect. +This discussion does not address any aspects of PRC taxation other than income tax, capital gains +tax and profits tax, sales tax, value-added tax, stamp duty and estate duty. Prospective investors are +urged to consult their financial advisers regarding the PRC and other tax consequences of owning and +disposing of the H shares. +Taxation In Chinese Mainland +Tax on Dividends +For Individual Investors +According to the Individual Income Tax Law of the PRC (‘), or +the Individual Income Tax Law, amended by the SCNPC on 31 August 2018 and effective on 1 January +2019, and the Implementation Rules of the Individual Income Tax Law of the People’s Republic of +China (ૢԷ‘ ) amended by the State Council on 18 December +2018 and effective on 1 January 2019, dividends paid by PRC companies to individual investors are +ordinarily subject to a withholding income tax levied at a flat rate of 20%. Meanwhile, according to the +Notice on Issues Concerning Differentiated Individual Income Tax Policies on Dividends and Bonus of +Listed Companies (‘ ) issued by the +Ministry of Finance, the State Administration of Taxation and the CSRC on 7 September 2015 and +effective on 8 September 2015, where an individual holds the shares of a listed company obtained from +the public offering for more than one year and transfers the stock of the listed company on the stock +market, the dividend and bonus income shall be temporarily exempted from individual income tax. +Where an individual acquires shares of a listed company from the public offering and transfers the +stock of the listed company on the stock market, if the holding period is within one month (inclusive), +the dividend income shall be included in the taxable income in full; if the holding period is more than +one month but less than one year (inclusive), the dividend income shall be included in the taxable +income at the rate of 50%; the aforesaid income shall be subject to individual income tax at a uniform +rate of 20%. +Pursuant to the Arrangement between the Chinese Mainland and the Hong Kong Special +Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with +respect to Taxes on Income (τર‘ ), +or the Arrangement for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with +respect to Taxes on Income, executed on 21 August 2006, the PRC government may impose tax on +dividends paid by a PRC company to a Hong Kong resident (including natural person and legal entity), +but such tax shall not exceed 10% of the total amount of dividends payable. If a Hong Kong resident +directly holds 25% or more of the equity interests in a PRC company and the Hong Kong resident is the +beneficial owner of the dividends and meets other conditions, such tax shall not exceed 5% of the total +amount of dividends payable by the PRC company. The Fifth Protocol to the Arrangement between the +Chinese Mainland and the Hong Kong Special Administrative Region for the Avoidance of Double +Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (݁ +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-1 – + + +--- page 369 --- +ࣣ֛or the Fifth Protocol, issued by The +State Administration of Taxation and effective on 6 December 2019 provides that such provisions shall +not apply to arrangements or transactions made for one of the primary purposes of obtaining such tax +benefits. +For Enterprise Investors +Pursuant to the Enterprise Income Tax Law of the PRC (‘), or the +EIT Law, amended by the SCNPC and effective on 29 December 2018, and the Implementation Rules +of the Enterprise Income Tax Law of the PRC (ૢԷ‘ ), or the +Implementation Rules of the EIT Law, amended by the State Council and effective on 20 January 2025, +a non-resident enterprise is subject to a reduced rate of 10% enterprise income tax on PRC-sourced +income, including dividends paid by a PRC resident enterprise that issues and lists shares in Hong +Kong, if such non-resident enterprise does not have an establishment or place of business in the PRC or +has an establishment or place of business in the PRC but the PRC-sourced income is not actually +connected with such establishment or place of business in the PRC. The aforesaid income tax payable +by non-resident enterprises shall be withheld at source, and the payer shall be the withholding agent, +and the tax shall be withheld by the withholding agent from the payment or due payment every time it +is paid or due. Such tax may be reduced or exempted pursuant to an applicable treaty for the avoidance +of double taxation. +Pursuant to the Notice on the Issues Concerning Withholding the Enterprise Income Tax on the +Dividends Paid by Chinese Resident Enterprises to H Share Holders Which Are Overseas Non-resident +Enterprises (͏ΆุΣྤ̮ H੻ +‘) issued by the State Administration of Taxation and effective on 6 November 2008, +a PRC resident enterprise is required to withhold enterprise income tax at a rate of 10% on dividends +paid to non-PRC resident enterprise holders of H Shares which are derived out of profit generated since +2008. The Reply on the Collection of Enterprise Income Tax on Dividends Received by Non-resident +Enterprises from Holding B Shares and Other Shares (͏Άุ՟੻ Bࢹٰ +ҭᔧ‘) promulgated by the State Administration of Taxation and effective 24 +July 2009 further provides that PRC-resident enterprises listed on Chinese and overseas stock +exchanges by issuing stocks (including A shares, B shares and overseas shares) must withhold +enterprise income tax at a flat rate of 10% on dividends of 2008 and onwards that it distributes to +non-resident enterprise shareholders. Such tax rates may be further modified pursuant to the tax treaty +or agreement that China has concluded with a relevant jurisdiction, where applicable. +According to The Arrangement Between The Chinese Mainland And The HONG KONG Special +Administrative Region For The Avoidance of Double Taxation And The Prevention of Fiscal Evasion +with Respect to Taxes on Income (ٙ +τર‘), the PRC government may impose tax on dividends paid by a PRC company to a Hong Kong +resident (including natural person and legal entity), but such tax shall not exceed 10% of the total +dividends payable by the PRC company. If a Hong Kong resident directly holds 25% or more of equity +interest in a PRC company and the Hong Kong resident is the beneficial owner of the dividends and +meets other conditions, such tax shall not exceed 5% of the total dividends payable by the PRC +company. The Fifth Protocol provides that such provisions shall not apply to arrangements or +transactions made for one of the primary purposes of obtaining such tax benefits. +Pursuant to applicable regulations, we intend to withhold tax at a rate of 10% from dividends paid +to non-PRC resident enterprise holders of our H Shares (including HKSCC Nominees). Non-PRC +resident enterprises that are entitled to be taxed at a reduced rate under an applicable income tax treaty +will be required to apply to the PRC tax authorities for a refund of any amount withheld in excess of +the applicable treaty rate, and payment of such refund will be subject to the PRC tax authorities’ +verification. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-2 – + + +--- page 370 --- +Tax related to equity transfer income +For Individual Investors +Under the Individual Income Tax Law and its implementation rules, individuals are subject to +individual income tax at a rate of 20% on gains realized on the sale of equity interests in PRC resident +enterprises. Pursuant to the Circular on Continuing the Temporary Exemption of Individual Income Tax +on Gains from Share Transfers by Individuals (੻ᘱᚃᅲ +‘), which was promulgated by the MOF and The State Administration of +Taxation and became effective on 30 March 1998, from 1 January 1997, income of individuals from the +transfer of shares in listed companies continues to be temporarily exempted from individual income tax. +The State Administration of Taxation does not specify whether to continue to exempt individuals from +personal income tax on the income from the transfer of shares in listed company in the newly revised +EIT Law and Implementation Rules of the EIT Law. +For Enterprise Investors +Under the EIT Law and its implementation rules, a non-PRC resident enterprise is subject to +enterprise income tax at the rate of 10% with respect to PRC-sourced income, including gains derived +from the disposal of shares in a PRC resident enterprise, if it does not have an establishment or +premises in the PRC or has an establishment or premises in the PRC but the PRC-sourced income is not +actually connected with such establishment or premises in the PRC. The aforementioned income tax +payable by non-PRC resident enterprises is subject to source withholding, and the payer is the +withholding agent. The tax shall be withheld by the withholding agent from the payment or due +payment every time it is paid or due. Such tax may be reduced or exempted under applicable tax +treaties or arrangements. +Shanghai-Hong Kong Stock Connect Taxation Policy +Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong +Stock Connect (ʝᑌʝஷዚՓ +‘) promulgated by the Ministry of Finance, the State Administration of Taxation +and the CSRC on 31 October 2014 and effective on 17 November 2014, transfer spread income derived by +Chinese Mainland enterprises from stock investment listed on the Hong Kong Stock Exchange through +Shanghai-Hong Kong Stock Connect shall be included in their total income and subject to enterprise income +tax according to law. For dividends and bonuses received by Chinese Mainland individual investors from +investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, +the H-share companies shall apply to CSDC for providing the register of Chinese Mainland individual +investors to the H-share companies and withhold individual income tax at the rate of 20% on behalf of the +H-share companies. Pursuant to the Announcement on Extending the Implementation of the Individual Income +Tax Policies Concerning the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock +Connect and the Chinese Mainland-Hong Kong Mutual Recognition of Funds (ٰ +ʮѓ‘) which promulgated on 21 +August 2023 and implemented on the same date, the transfer spread income derived by Chinese Mainland +individual investors from investing in shares listed on the Hong Kong Stock Exchange through Shanghai-Hong +Kong Stock Connect shall be exempted from individual income tax from 5 December 2019 to 31 December +2027. Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong +Stock Connect (ʝᑌʝஷዚՓ +‘), dividends derived by Chinese Mainland enterprises from investing in shares +listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect are included in their +total income and subject to Enterprise Income Tax according to law. Pursuant to which, dividend income +obtained by Chinese Mainland resident enterprises from holding H shares for 12 consecutive months shall be +exempted from enterprise income tax according to law. H-share companies shall not withhold income tax on +dividends and bonus income for Chinese Mainland enterprises investors. The tax payable shall be declared and +paid by the enterprise itself. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-3 – + + +--- page 371 --- +Shenzhen-Hong Kong Stock Connect Taxation Policy +Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong +Kong Stock Connect (‘ ) promulgated +by the Ministry of Finance, the State Administration of Taxation and the CSRC on 5 November 2016 +and effective on 5 December 2016, transfer spread income derived by Chinese Mainland enterprises +from stock investment listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock +Connect shall be included in their total income and subject to enterprise income tax according to law. +For dividends and bonuses received by Chinese Mainland individual investors from investing in H +shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect, the +H-share companies shall apply to CSDC for providing the register of Chinese Mainland individual +investors to the H-share companies and the H-share companies shall withhold individual income tax at +the rate of 20% on behalf of the investors. +Pursuant to the Announcement on Extending the Implementation of the Individual Income Tax Policies +Concerning the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect and the +Chinese Mainland-Hong Kong Mutual Recognition of Funds (ʝᑌ +ʮѓ‘) which promulgated on 21 August 2023 and +implemented on the same date, the transfer spread income derived by Chinese Mainland individual investors +from investing in shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock +Connect shall be exempted from individual income tax to 31 December 2027. +Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong +Kong Stock Connect (‘ ), dividends +derived by Chinese Mainland enterprises investors from investing in shares listed on the Hong Kong +Stock Exchange through Shenzhen-Hong Kong Stock Connect are included in their total income and +subject to Enterprise Income Tax according to law. In particular, dividend and bonus income obtained +by Chinese Mainland resident enterprises from holding H shares for 12 consecutive months shall be +exempted from enterprise income tax according to law. H-share companies shall not withhold income +tax on dividends and bonus income for Chinese Mainland enterprises. The tax payable shall be declared +and paid by the enterprise itself. +Stamp Duty +According to the Stamp Duty Law of the People’s Republic of China (೼ +‘), which was promulgated on 10 June 2021 and came into effect on 1 July 2022, the disposal of H +Shares by non-Chinese Mainland investors outside of the Chinese Mainland is not subject to the +requirements of the Stamp Duty Law of the People’s Republic of China. +Estate duty +According to PRC law, no estate duty is currently levied in the Chinese Mainland. +TAXATION IN HONG KONG +Tax on Dividends +Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in +Hong Kong in respect of dividends paid by the Company. +Profit Tax +No profit tax is imposed in Hong Kong in respect of the sale of H shares. However, trading profits +from the sale of the H shares by persons carrying on any industry, profession or business in Hong +Kong, where such profits are derived from or arise in Hong Kong from such industry, profession or +business will be subject to Hong Kong profits tax. Trading profits from sales of the H shares effected +on the Hong Kong Stock Exchange will be considered to be derived from or arise in Hong Kong. +Liability for Hong Kong profits tax would thus arise in respect of trading profits from sales of H shares +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-4 – + + +--- page 372 --- +effected on the Hong Kong Stock Exchange realized by persons carrying on a business of trading or +dealing in securities in Hong Kong. The trading profits from sales of the H shares for certain categories +of taxpayers are likely to be regarded as deriving trading profits rather than capital gains (for example, +financial institutions, insurance companies and securities dealers) unless these taxpayers can prove that +the investment securities are held for long-term investment purposes. Shareholders should take advice +from their own professional advisers as to their particular tax position. +Currently, the profit tax rate for the first HK$2 million of assessable profits of an incorporated +company is 8.25%, and profits above such amount is subject to a tax rate of 16.5%. The profit tax rate +for the first HK$2 million of assessable profits of an unincorporated company is 7.5%, and profits +above such amount is subject to a tax rate of 15%. +Stamp Duty +Hong Kong stamp duty, currently charged at the ad valorem rate of 0.10% on the higher of the +consideration for or the market value of the H shares, will be payable by the purchaser on every +purchase and by the seller on every sale of any Hong Kong securities, including H shares (in other +words, a total of 0.20% is currently payable on a typical sale and purchase transaction involving H +Shares). In addition, a fixed duty of HK$5.00 is currently payable on any instrument of transfer of H +Shares. Where one of the parties is a resident outside Hong Kong and does not pay the ad valorem duty +due by it, the duty not paid will be assessed on the instrument of transfer (if any) and will be payable +by the transferee. If no stamp duty is paid on or before the due date, a penalty of up to ten times the +duty payable may be imposed. +AFRC Transaction Levy +The AFRC Transaction Levy was applicable to all sale and purchase of securities at 0.00015% per +side with effect from January 1, 2022, which will be regarded as one of the transaction costs. +Estate Duty +The Revenue (Abolition of Estate Duty) Ordinance 2005 abolished estate duty in respect of deaths +occurring on or after February 11, 2006. +MAJOR TAXATION OF OUR COMPANY IN THE PRC +Enterprise Income Tax +According to the Enterprise Income Tax Law of the People’s Republic of China ( ʕശɛ͏΍ձ +‘), enterprises and other income-generating organizations (hereinafter collectively +referred to as “ enterprises ”) within the territory of the People’s Republic of China are the taxpayers of +enterprise income tax and shall pay enterprise income tax in accordance with the provisions of the EIT +Law. The Enterprise Income Tax rate is 25%. Enterprises are classified into resident enterprises and +non-resident enterprises. A non-resident enterprise that does not have an establishment or place of +business in the PRC, or has an establishment or place of business in the PRC but the income has no +actual connection to such establishment or place of business, shall pay enterprise income tax on its +income within the PRC and withhold at source, where the payer is the withholding agent. The tax shall +be withheld by the withholding agent from the payment or due payment every time it is paid or due. +Meanwhile, any gains realized on the transfer of shares by such investors are subject to enterprise +income tax and shall be withheld at source if such gains are regarded as income derived from the +transfer of property within the PRC. +V alue-added tax +Pursuant to the Provisional Regulations on Value-added Tax of the PRC (೼ +ᅲБૢԷ‘) amended by the State Council and became effective on 19 November 2017 and the Detailed +Rules for the Implementation of the Provisional Regulations on Value-added Tax of the PRC ( ʕശɛ +‘) amended by the MOF on 28 October 2011 and effective on 1 +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-5 – + + +--- page 373 --- +November 2011, all entities and individuals in the PRC engaging in the sale of goods, the provision of +processing, repairs and replacement services, and the importation of goods are required to pay +value-added tax. For taxpayers selling or importing goods, the general tax rate shall be 17% unless +otherwise specified in the aforesaid regulations. +According to the Notice on the Adjustment to V AT Rates (࠽ +‘) (Cai Shui [2018] No. 32), promulgated by the MOF and the State Administration of +Taxation on 4 April 2018, and became effective as of 1 May 2018, the V AT rates of 17% and 11% +applicable to the taxpayers who have V AT taxable sales activities or imported goods are adjusted to +16% and 10%, respectively. +According to the Announcement on Relevant Policies for Deepening Value-Added Tax Reform +(ʮѓ‘ ) (2019 No. 39 of MOF, State Administration of Taxation and +General Administration of Customs), promulgated by the MOF, the State Administration of Taxation +and the General Administration of Customs on 20 March 2019 and became effective on 1 April 2019, +the V AT rates of 16% and 10% applicable to the taxpayers who have V AT taxable sales activities or +imported goods are adjusted to 13% and 9%, respectively. +On December 25, 2024, the SCNPC promulgated the V AT Law of the PRC ( ʕശɛ͏΍ձ਷ᄣ +‘), which will come into effective on January 1, 2026, and replace the Provisional Regulations +on Value-added Tax of the PRC. +FOREIGN EXCHANGE ADMINISTRATION IN THE PRC +The lawful currency of the PRC is the Renminbi. The SAFE, authorized by the PBOC, is +empowered with the functions of administering all matters relating to foreign exchange, including the +enforcement of foreign exchange regulations. +Pursuant to the Regulations of the People’s Republic of China on Foreign Exchange Control ( ʕ +ശɛ͏΍ձ਷̮ි၍ଣૢԷ‘) amended by the State Council and became effective on 5 August 2008, +all international payments and transfers are classified into current account items and capital account +items. The PRC does not impose restrictions on international payments and transfers under current +account items. Foreign exchange income from the current account of PRC enterprises may be retained +or sold to financial institutions engaged in the settlement and sale of foreign exchange in accordance +with relevant provisions of the State. The retention or sale of foreign exchange receipts under capital +accounts to financial institutions engaging in settlement and sale of foreign exchange shall be subject to +the approval of foreign exchange administrative authorities, unless otherwise stipulated by the State. +Pursuant to the Regulations for the Administration of Settlement, Sale and Payment of Foreign +Exchange (‘) promulgated by the PBOC on 20 June 1996 and became +effective on 1 July 1996, the remaining restrictions on convertibility of foreign exchange in respect of +current account items are abolished while the existing restrictions on foreign exchange transactions in +respect of capital account items are retained. According to relevant laws and regulations of the PRC, +PRC enterprises (including foreign-invested enterprises) which require foreign exchange for +transactions relating to current account items, may, without the approval of SAFE, effect payment from +their foreign exchange accounts at the designated foreign exchange banks, on the strength of valid +receipts and proof of transactions. Foreign-invested enterprise that need to distribute profits to their +shareholders in foreign exchange and Chinese enterprise that need to pay fixed dividends in foreign +exchange in accordance with the requirements shall pay from its foreign exchange account or pay at the +designated foreign exchange bank by a resolution of the board of directors on the distribution of profits. +According to the Decision of the State Council on Canceling and Adjusting a Group of +Administrative Approval Items and Other Matters (ᄲҭධͦഃԫධ +‘) promulgated by the State Council and effective on 23 October 2014, the administrative +approval of the SAFE and its branches on matters concerning the repatriation and settlement of foreign +exchange of overseas-raised funds through overseas listing has been canceled. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-6 – + + +--- page 374 --- +According to the Circular of the SAFE on Relevant Issues Concerning the Foreign Exchange +Administration of Overseas Listing (‘ ) +promulgated by the SAFE and became effective on 26 December 2014, the relevant provisions on +foreign exchange administration of domestic joint stock companies (hereinafter referred to as “ domestic +companies ”) listed overseas are as follows: +(i) The SAFE and its branches and the Foreign Exchange Management Department, or the +Foreign Exchange Bureau, supervise, manage and inspect the business registration, account +opening and use, cross-border income and expenditure, and capital exchange involved in the +overseas listing of domestic companies. +(ii) A domestic company shall, within 15 working days after the completion of the overseas +listing and issuance, register the overseas listing with the Foreign Exchange Bureau at the +place where it is registered with relevant material. +(iii) After the overseas listing of a domestic company, its domestic shareholders who intend to +increase or reduce their shareholding in an overseas listed company according to relevant +regulations shall register the overseas shareholding with the local foreign exchange bureau at +the place where the domestic shareholders are located within 20 working days prior to the +proposed increase or reduction of shareholding with relevant materials. +(iv) A domestic company (other than banking financial institutions) shall, by virtue of its +registration certificate for overseas listing business, open a “special foreign exchange +account for overseas listing of domestic companies” with a domestic bank for its initial +offering (or additional offering) and repurchase business to handle the remittance and +transfer of funds for the relevant business. +According to the Notice of the State Administration of Foreign Exchange on Further Simplifying +and Improving Policies for the Foreign Exchange Administration of Direct Investment (̮ි၍ଣ +‘ ) issued on 13 February 2015 and came into +effect on 1 June 2015, the SAFE has cancelled the confirmation of foreign exchange registration under +domestic direct investment and the confirmation of foreign exchange registration under overseas direct +investment, instead, banks shall directly examine and handle foreign exchange registration under +domestic direct investment and foreign exchange registration under overseas direct investment, and the +SAFE and its branch offices shall indirectly regulate the foreign exchange registration of direct +investment through banks. +According to the Notice of the State Administration of Foreign Exchange of the PRC on +Revolutionize and Regulate Capital Account Settlement Management Policies (ҷ +‘ ) issued and implemented by the SAFE on 9 June 2016, +foreign currency earnings in capital account that relevant policies of willingness exchange settlement +have been clearly implemented on (including the recalling of raised capital by overseas listing) may +undertake foreign exchange settlement in the banks according to actual business needs of the domestic +institutions. The tentative percentage of foreign exchange settlement for foreign currency earnings in +capital account of domestic institutions is 100%, subject to adjustment by the SAFE in due time in +accordance with international revenue and expenditure situations. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-7 – + + +--- page 375 --- +This Appendix summarizes certain aspects of PRC laws and regulations which are relevant to our +Company’s operations and business. Laws and regulations relating to taxation in the PRC are discussed +separately in “Appendix III — Taxation and Foreign Exchange” to this document. This Appendix also +contains a summary of laws and regulatory provisions of the PRC Company Law. The principal +objective of this summary is to provide potential investors with an overview of the principal laws and +regulatory provisions applicable to our Company. This summary is not intended to include all the +information which is important to the potential investors. For a discussion of laws and regulations +which are relevant to our Company’s business, see “Regulatory Overview” in this document. +THE PRC LEGAL SYSTEM +The PRC legal system is based on the PRC Constitution (‘), or the +Constitution, and is made up of written laws, administrative regulations, local regulations, separate +regulations, rules and regulations of departments of the State Council, rules and regulations of local +governments, autonomous regulations, separate regulations of autonomous regions, special +administrative region law and international treaties and other regulatory documents signed by the PRC +government. Court decisions do not constitute binding precedents, although they are used for the +purposes of judicial reference and guidance. +According to the Constitution and the Legislation Law of the People’s Republic of China ( ʕശ +‘), or the Legislation Law, which was amended by the National People’s Congress +(“NPC”) on 13 March 2023 and became effective on 15 March 2023, the NPC and the Standing +Committee of the National People’s Congress (“ SCNPC ”) are empowered to exercise the legislative +power of the State. The NPC has the power to formulate and amend basic laws governing criminal and +civil matters, state organs and other matters. The SCNPC is empowered to formulate and amend laws +other than those required to be enacted by the NPC and to supplement and amend any parts of laws +enacted by the NPC during the adjournment of the NPC, provided such supplements and amendments +are not in conflict with the basic principles of such laws. +The State Council is the highest organ of state administration and has the power to formulate +administrative regulations based on the Constitution and laws. The people’s congresses of provinces, +autonomous regions and municipalities and their respective standing committees may formulate local +regulations based on the specific circumstances and actual needs of their respective administrative +areas, provided that such local regulations do not contravene any provision of the Constitution, laws or +administrative regulations. The people’s congresses of cities divided into districts and their standing +committees may formulate local regulations on matters such as urban and rural construction and +management, ecological civilization construction, historical and cultural protection and grassroots +governance based on the specific circumstances and actual needs of such cities, provided that such local +regulations do not contravene any provision of the Constitution, laws, administrative regulations and +local regulations of such provinces or autonomous regions. Where laws have other stipulations on +matters of local regulations formulated by cities divided into districts, such stipulations shall prevail. +The local regulations of cities divided into districts shall be submitted for approval before +implementation. +The standing committees of the people’s congresses of provinces or autonomous regions shall +examine the legality of local regulations submitted for approval, and such approval should be granted +within four months if they are not in conflict with the Constitution, laws, administrative regulations and +local regulations of their respective provinces or autonomous regions. People’s congresses of national +autonomous areas have the power to enact autonomous regulations and separate regulations in the light +of the political, economic and cultural characteristics of the nationality (nationalities) in the areas +concerned. The ministries, commissions, People’s Bank of China, National Audit Office of the State +Council and institutions with administrative functions directly under the State Council may formulate +rules and regulations within the jurisdiction of their respective departments based on the laws and the +administrative regulations, decisions and rulings of the State Council. +The Constitution has supreme legal authority and no laws, administrative regulations, local +regulations, autonomous regulations or separate regulations or rules may contravene the Constitution. +The authority of laws is greater than that of administrative regulations, local regulations and rules. The +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 1– + + +--- page 376 --- +authority of administrative regulations is greater than that of local regulations and rules. The authority +of the rules enacted by the people’s governments of the provinces and autonomous regions is greater +than that of the rules enacted by the people’s governments of the cities divided into districts within +their respective administrative regions. +The NPC has the power to alter or annul any inappropriate laws enacted by the SCNPC, and to +annul any autonomous regulations and separate regulations which have been approved by the SCNPC +but which contravene the Constitution and the Legislation Law; the SCNPC has the power to annul +administrative regulations that contravene the Constitution and laws, to annul local regulations that +contravene the Constitution, laws and administrative regulations, and to annul autonomous regulations +and separate regulations which have been approved by the standing committees of the people’s +congresses of the relevant provinces, autonomous regions or municipalities directly under the Central +Government, but which contravene the Constitution and the Legislation Law; the State Council has the +power to alter or annul any inappropriate ministerial rules and rules of local governments; the people’s +congresses of provinces, autonomous regions and municipalities directly under the Central Government +have the power to alter or annul any inappropriate local regulations enacted or approved by their +respective standing committees; the standing committees of the local people’s congresses have the +power to annul inappropriate rules enacted by the people’s governments at the corresponding level; the +people’s governments of provinces and autonomous regions have the power to alter or annul any +inappropriate rules enacted by the people’s governments at a lower level. +According to the Constitution and the Legislation Law, the power to interpret laws is vested in the +SCNPC. According to the Decision of the SCNPC Regarding the Strengthening of Interpretation of +Laws (Ӕᙄ‘ ) passed by the SCNPC and +effective on 10 June 1981, the Supreme People’s Court shall give interpretation on questions involving +the specific application of laws and decrees in court trials. The Supreme People’s Procuratorate shall +interpret all issues involving the specific application of laws and decrees in the procuratorial work. +Interpretation of questions involving the specific application of laws and decrees in areas unrelated to +judicial and procuratorial work shall be provided by the State Council and competent authorities. +Where the scope of local regulations needs to be further defined or additional stipulations need to +be made, the standing committees of the people’s congresses of provinces, autonomous regions and +municipalities directly under the Central Government which have enacted these regulations shall +provide the interpretations or make the stipulations. Interpretation of questions involving the specific +application of local regulations shall be provided by the competent departments of the people’s +governments of provinces, autonomous regions and municipalities. +PRC JUDICIAL SYSTEM +According to the Constitution and the Law of the PRC of Organization of the People’s Courts +(‘) amended by the SCNPC on 26 October 2018 and becoming +effective on 1 January 2019, the PRC People’s Court is made up of the Supreme People’s Court, the +local people’s courts, and other special people’s courts. The local people’s courts are divided into three +levels, namely the basic people’s courts, the intermediate people’s courts and the higher people’s courts. +The basic people’s courts may set up certain people’s tribunals based on the status of the region, +population and cases. The Supreme People’s Court shall be the highest judicial organ of the state. The +Supreme People’s Court shall supervise the administration of justice by the local people’s courts at all +levels and by the special people’s courts. The people’s courts at a higher level shall supervise the +judicial work of the people’s courts at lower levels. +According to the Constitution and the Law of Organization of the People’s Procuratorate of the +PRC (‘) revised by SCNPC on 26 October 2018 and taking effect +on 1 January 2019, the People’s Procuratorate is the law supervision organ of the state. The Supreme +People’s Procuratorate shall be the highest procuratorial organ. The Supreme People’s Procuratorate +shall direct the work of the local people’s procuratorates at all levels and of the special people’s +procuratorates; the people’s procuratorates at higher levels shall direct the work of those at lower +levels. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 2– + + +--- page 377 --- +The people’s courts employ a two-tier appellate system, and judgments or rulings of the second +instance at the people’s courts are final. A party may appeal against the judgment or ruling of the first +instance of a local people’s courts. The people’s procuratorate may present a protest to the people’s +courts at the next higher level in accordance with the procedures stipulated by the laws. In the absence +of any appeal by the parties and any protest by the people’s procuratorate within the stipulated period, +the judgments or rulings of the people’s courts are final. Judgments or rulings of the second instance of +the intermediate people’s courts, the higher people’s courts and the Supreme People’s Court and those +of the first instance of the Supreme People’s Court are final. However, if the Supreme People’s Court or +the people’s courts at the next higher level finds any definite errors in a legally effective final judgment +or ruling of the people’s court at a lower level, or if the chief judge of a people’s court at any level +finds any definite errors in a legally effective final judgment or ruling of such court, the case can be +retried according to judicial supervision procedures. +The PRC Civil Procedure Law (ج2023͍)‘), or the PRC Civil +Procedure Law, adopted by the SCNPC on 1 September 2023 and effective on 1 January 2024 sets forth +the requirements for instituting a civil action, the jurisdiction of the people’s courts, the procedures to +be followed for conducting a civil action and the procedures for enforcement of a civil judgment or +order. All parties to a civil action conducted within the PRC must comply with the PRC Civil Procedure +Law. Civil cases are generally heard by the courts where the defendants are located. The court of +jurisdiction in a civil action may be chosen by express agreement between the parties, provided that the +court is located at a place that has direct connection with the dispute, such as the plaintiff’s or the +defendant’s place of domicile, the place where the contract is performed or signed, or the object of the +action is located. However, the choice of the court cannot be in conflict with the regulations of different +jurisdictions and exclusive jurisdictions in any case. +A foreign individual, a person without nationality, a foreign-invested enterprise or a foreign +organization must have the same litigation rights and obligations as a PRC citizen, legal person or other +organizations when initiating or defending any proceedings at a people’s court. If a foreign court limits +the litigation rights of PRC citizens and enterprises, the PRC court may apply the same limitations to +the citizens and enterprises of such foreign country. A foreign individual, a person without nationality, a +foreign-invested enterprise or a foreign organization must engage a PRC lawyer if such person needs to +engage a lawyer in initiating or defending any proceedings at a people’s court. Under an international +treaty or the principle of reciprocity signed or acceded to by the PRC, the people’s court and foreign +courts may require each other to act on their behalf to serve documents, conduct investigations, collect +evidence and take other actions on behalf of each other. If the request by a foreign court would result in +the violation of the PRC’s sovereignty, security or public interest, the people’s court shall decline the +request. +All parties must comply with legally effective civil judgments and rulings. If any party to a civil +action refuse to comply with a judgment or order made by a people’s court or an award made by an +arbitration tribunal in the PRC, the other party may apply to the people’s court for enforcement within +two years. Suspension or disruption of the time limit for applying for such enforcement shall comply +with the provisions of the applicable law concerning the suspension or disruption of the time-barring of +actions. +When a party applies to a people’s court for enforcing an effective judgment or ruling by a +people’s court against a party who is not located within the territory of the PRC or whose property is +not within the PRC, the party may apply to a foreign court with proper jurisdiction for recognition and +enforcement of the judgment or ruling. A foreign judgment or ruling may also be recognized and +enforced by the people’s court according to the PRC enforcement procedures if the PRC has entered +into, or acceded to, an international treaty with the relevant foreign country, which provides for such +recognition and enforcement, or if the judgment or ruling satisfies the court’s examination according to +the principle of reciprocity, unless among other exceptions, the people’s court finds that the recognition +or enforcement of such judgment or ruling will result in a violation of the basic legal principles of the +PRC, its sovereignty or security, or for reasons of social and public interests. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 3– + + +--- page 378 --- +THE PRC COMPANY LA W, TRIAL MEASURES AND GUIDELINES FOR ARTICLES OF +ASSOCIATION +A joint stock limited company established in the PRC seeking a listing on The Stock Exchange of +Hong Kong Limited is mainly subject to the following laws and regulations of the PRC. +The PRC Company Law (‘), or the Company Law, was adopted by the +Fifth Standing Committee Meeting of the Eighth NPC on 29 December 1993 and came into effect on 1 +July 1994, and was amended on 25 December 1999, 28 August 2004, 27 October 2005, 28 December +2013, 26 October 2018 and 29 December 2023. The latest revised Company Law came into effect on 1 +July 2024. +Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic +Companies (‘ ) and its five interpretative guidelines +promulgated by the China Securities Regulatory Commission (“ CSRC”) on 17 February 2023 came into +effect on 31 March 2023 and were applicable to the direct and indirect overseas share subscription and +listing of domestic companies. +According to the Trial Measures and its interpretative guidelines, where a domestic company +directly offering and listing overseas, it shall formulate its articles of association in line with the +Guidelines for Articles of Association of Listed Companies (ˏ‘), or the Guidelines +for Articles of Association, in place of the Mandatory Provisions for Articles of Association of +Companies to be Listed Overseas which ceased to apply from 31 March 2023. The Guidelines for +Articles of Association were promulgated by the CSRC on 16 December 1997 and last amended on 28 +March 2025. +Set out below is a summary of the major provisions of the Company Law, the Trial Measures and +the Guidelines for Articles of Association which are applicable to our Company. +General Provisions +“A joint stock limited company” means a corporate legal person incorporated under the Company +Law, whose registered capital is divided into shares of equal par value. The liability of its shareholders +is limited to the extent of the shares held by them and the liability of a company is limited to the full +value of all the property owned by it. +A company must conduct its business in accordance with laws as well as public and commercial +ethics. A company may invest in other limited liability companies. The liabilities of the company to +such invested companies are limited to the amount invested. Unless otherwise provided by laws, a +company cannot be the capital contributor who has the joint liabilities associated with the debts of the +invested enterprises. +Incorporation +A joint stock limited company may be incorporated by promotion or subscription. A joint stock +limited company may be incorporated by a minimum of one but not more than 200 promoters, and at +least half of the promoters must have residence within the PRC. +The promoters shall convene an inaugural meeting of the company within 30 days after the share +capital has been paid-up and shall notified all subscribers the date of the meeting or make an +announcement in this regard 15 days before the meeting. The inaugural meeting may be held only the +presence of promoters and subscribers holding more than 50% of the total number of shares. Powers to +be exercised at the inaugural meeting include but not limited to the adoption of articles of association +and the election of members of the board of directors and the supervisory committee of a company. The +aforesaid matters shall be resolved by more than 50% of the votes to be casted by subscribers presented +at the meeting. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 4– + + +--- page 379 --- +Within 30 days after the conclusion of the inaugural meeting, the board of directors shall apply to +the registration authority for registration of the incorporation of the joint stock limited company. A +company is formally established and has the status of a legal person after the business license has been +issued by the relevant registration authority. +Registered Shares +Under the Company Law, shareholders may make capital contributions in cash, or with +non-monetary property that may be valued in money and legally transferred, such as contribution in +kind or with intellectual property rights, land use rights, shareholding or claims. +The Trial Measures provides that domestic enterprises that are listed overseas may raise funds and +distribute dividends in foreign currencies or Renminbi. +Under the Trial Measures, for a domestic company directly offering and listing overseas, +shareholders of its domestic unlisted shares applying to convert such shares into shares listed and +traded on an overseas trading venue shall conform to relevant regulations promulgated by the CSRC +and authorize the domestic company to file with the CSRC on their behalf. The domestic unlisted +shares mentioned in the preceding paragraph refer to the shares that have been issued by domestic +enterprises but have not been listed or listed for trading on domestic exchanges. Domestic unlisted +shares shall be centrally registered and deposited with domestic securities registration and settlement +institutions. The registration and settlement arrangements of overseas listed shares shall be subject to +the provisions of overseas listing places. +Under the Company Law, a joint stock limited company is required to maintain a register of +shareholders, detailing the following information: (i) the name and domicile of each shareholder; (ii) +the class and number of shares subscribed for by each shareholder; (iii) the serial number of shares if +issued in paper form; and (iv) the date on which each shareholder acquired the shares. +Allotment and Issue of Shares +All issue of shares of a joint stock limited company shall be based on the principles of equality +and fairness. The same class of shares must carry equal rights. Shares issued at the same time and +within the same class must be issued on the same conditions and at the same price. It may issue shares +at par value or at a premium, but it may not issue shares below the par value. +Domestic enterprises issued and listed overseas shall file with the CSRC in accordance with Trial +Measures, submit filing reports, legal opinions and other relevant materials, and truthfully, accurately +and completely explain shareholder information and other information. Where a domestic enterprise +directly issues and is listed overseas, the issuer shall file with the CSRC. If a domestic enterprise is +indirectly listed overseas, the issuer shall designate a major domestic operating entity as the domestic +responsible person and file with the CSRC. +Increase in Share Capital +Under the Company Law, in the case of a joint stock limited company issuing new shares, +resolutions shall be passed at the shareholders’ general meeting in respect of the class and number of +new shares, the issue price of the new shares, the commencement and end dates for the issuance of new +shares and the class and number of the new shares proposed to be issued to existing shareholders, if +any. If no par value stock is issued, the proceeds from the issuance of the new stocks shall be included +into the registered capital. Additionally, if a company intends to make public offering of shares, it is +required to complete the registration with the securities regulatory authority of the State Council and +announce the prospectus. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 5– + + +--- page 380 --- +Reduction of Share Capital +A company may reduce its registered capital in accordance with the following procedures +prescribed by the Company Law: +(i) to prepare a balance sheet and a property list; +(ii) a company makes a resolution at shareholders’ general meeting to reduce its registered +capital; +(iii) a company shall inform its creditors within 10 days and publish an announcement in +newspapers or the National Enterprise Credit Information Publicity System within 30 days +after the approval of resolution of reducing registered capital; +(iv) the creditors shall have the right to require a company to repay its debts or provide +corresponding guarantees within 30 days after receiving the notice or within 45 days after +the announcement if the creditors have not received the notice; +(v) when a company reduces its registered capital, it shall register the change with a company +registration authority in accordance with the law. +When a company reduces its registered capital, it must reduce the amount of capital contribution +or shares in proportion to the capital contribution or shares held by the shareholders, unless otherwise +prescribed by any law, or agreed upon by all the shareholders of a limited liability company, or as +specified in the articles of association of a joint stock limited company. +Share Buy-Back +Under the Company Law, a company shall not purchase its own shares. Except for any following +circumstances: +(i) reducing the registered capital; +(ii) merging with other company that holds the shares of the company; +(iii) using the shares for employee stocks plan or equity incentives; +(iv) with respect to shareholders voting against any resolution adopted at the shareholders’ +general meeting on the merger or division of our Company, the right to demand our +Company to acquire the shares held by them; +(v) using the shares for the conversion of convertible corporate bonds issued by the listed +company; +(vi) as required for maintenance of the corporate value and shareholders’ rights and interests of a +listed company. +The purchase of shares of a company for reasons specified in the case of (i) to (ii) above shall be +subject to the resolution of the general meeting; the purchase of shares of a company for reasons +specified in the case of (iii), (v) and (vi) above shall be subject to the resolution of the Board meeting +attended by more than two-thirds of the directors in accordance with the provisions of the articles of +association or the authorization from the general meeting. +Following the purchase of a company’s shares by a company in accordance with the above +provisions, such shares shall be canceled within 10 days from the date of buy-back in the case of item +(i) above; such shares shall be transferred or canceled within six months in the case of items (ii) and +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 6– + + +--- page 381 --- +(iv) above; the total numbers of share of our Company held by a company shall not exceed 10% of the +total issued shares of our Company, and shall be transferred or canceled within three years in the case +of items (iii), (v) and (vi) above. +Transfer of Shares +Shares held by a shareholder may be transferred according to the law. Under the Company Law, a +shareholder should affect a transfer of his shares on securities exchange established according to the +law or by any other means as required by the State Council. Registered shares may be transferred by +endorsement of shareholders or by other means stipulated by laws or administrative regulations. After +the transfer, a company shall record the name and address of the transferee in the register of +shareholders. No changes of registration in the share register provided in the foregoing requirement +shall be affected during a period of 20 days prior to the convening of shareholder’s general meeting or +5 days prior to the record date for a company’s distribution of dividends. If any law, administrative +regulation, or any provision by the securities regulatory authority of the State Council specifies +otherwise for the modification of the register of shareholders of a listed company, such provisions +should prevail. +Under the Company Law, shares issued by a company prior to the public offering of shares shall +not be transferred within one year from the date on which the shares of the company are listed and +traded on a securities exchange. The directors, supervisors and senior management of the company +should declare to the company the shares they hold and the changes thereof. During the term of office +as determined when they assume the posts, the shares transferred each year should not exceed 25% of +the total shares they hold of the company. Shares of a company held by its directors, supervisors and +senior management shall not be transferred within one year from the date of a company’s listing on a +securities exchange, nor within six months after their resignation from their positions with a company. +If the shares are pledged within the time limit for restricted transfer as provided for by laws and +administrative regulations, the pledgee cannot exercise the pledge right within such restricted period. +Shareholders +Under the Company Law and Guidelines for Articles of Association, the rights of a shareholder of +ordinary shares of a company include: +(i) to receive dividends and other forms of distributions in proportion to their shareholdings; +(ii) to attend or appoint a proxy to attend shareholders’ general meetings and to exercise voting +rights; +(iii) to supervise and manage a company’s business operations, and to present proposals or to +raise inquiries; +(iv) to transfer shares in accordance with laws, administrative regulations and the provisions of +the articles of association; +(v) to inspect the company’s articles of association, share register, counterfoil of company +debentures, minutes of shareholder’s general meetings, resolutions of meetings of the board +of directors, resolutions of meetings of the board of supervisors and financial and accounting +reports and to make proposals or enquiries on the company’s operations; +(vi) in the event of the winding-up or liquidation of a company, to participate in the distribution +of remaining property of a company in proportion to the number of shares held; +(vii) other rights conferred by laws, administrative regulations and the articles of association. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 7– + + +--- page 382 --- +The obligations of a shareholder of ordinary shares of a company include: +(i) to comply with the articles of association; +(ii) to pay subscription money according to the number of shares subscribed and the method of +subscription; +(iii) not to abuse their shareholders’ rights to damage the interests of a company or other +shareholders; not to abuse the independent legal person status of a company and the limited +liability of shareholders to damage the interests of the creditors of a company; +(iv) other obligations conferred by laws, administrative regulations and the articles of +association. +Shareholder’s General Meetings +Under the Company Law, the shareholders’ general meeting of a joint stock limited company is +made up of all shareholders. The shareholders’ general meeting is the organ of authority of a company, +which exercises the following functions and powers: +(i) to elect and replace directors and supervisors and to decide on matters relating to the +remuneration of directors and supervisors; +(ii) to examine and approve reports of the board of directors; +(iii) to examine and approve reports of the supervisory committee; +(iv) to examine and approve a company’s profit distribution plans and loss recovery plans; +(v) to resolve on the increase or reduction of a company’s registered capital; +(vi) to resolve on the issuance of corporate bonds; +(vii) to resolve on the merger, division, dissolution, liquidation or change of corporate form of a +company; +(viii) to amend the company’s articles of association; +(ix) other functions and powers specified in provision of the articles of association. +Under the Company Law, annual shareholders’ general meetings are required to be held once +every year. An extraordinary shareholders’ general meeting is required to be held within two months +after the occurrence of any of the following circumstances: +(i) the number of directors is less than the number stipulated in the Company Law or less than +two-thirds of the number specified in the articles of association; +(ii) when the unrecovered losses of a company amount to one-third of the total paid-up share +capital; +(iii) shareholders individually or jointly holding 10% or more of the company’s shares request; +(iv) when deemed necessary by the Board; +(v) the Supervisory Committee proposes to convene the meeting; +(vi) other circumstances as stipulated in the articles of association. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 8– + + +--- page 383 --- +Shareholders’ general meetings shall be convened by the board of directors, and presided over by +the chairman of the board of directors. In the event that the chairman is incapable of performing or not +performing his duties, the meeting shall be presided over by the vice chairman. In the event that the +vice chairman is incapable of performing or not performing his duties, a director nominated by more +than half of directors shall preside over the meeting. +If the board of directors is incapable of performing or is not performing its duties to convene the +general meeting, the supervisory board should convene and preside over shareholders’ general meeting +in a timely manner. If the supervisory board fails to convene and preside over shareholders’ general +meeting, shareholders individually or in aggregate holding 10% or more of the company’s shares for 90 +days or more consecutively may unilaterally convene and preside over shareholders’ general meeting. +If the shareholders who separately or aggregately hold more than 10% of the shares of the +company request to convene an interim shareholders’ meeting, the board of directors and the board of +supervisors should, within 10 days after the receipt of such request, decide whether to hold an interim +shareholders’ meeting and reply to the shareholders in writing. +Notice of general meeting shall state the time and venue of and matters to be considered at the +meeting and shall be given to all shareholders 20 days before the meeting. A notice of extraordinary +general meeting shall be given to all shareholders 15 days prior to the meeting. For the issuance of +bearer share certificates, the time and venue of and matters to be considered at the meeting shall be +announced 30 days before the meeting. +Shareholders who individually or jointly hold more than 1% of the company’s shares may put +forward interim proposals and submit them to the convener in writing 10 days before the general +meeting of shareholders. The convener shall issue a supplementary notice of the general meeting of +shareholders within two days after receiving the proposal and announce the contents of the interim +proposal. +Under the Company Law, a shareholder may entrust a proxy to attend a shareholders’ general +meeting, and it should clarify the matters, power and time limit of the proxy. The proxy shall present a +written power of attorney issued by the shareholder to a company and shall exercise his voting rights +within the scope of authorization. There is no specific provision in the Company Law regarding the +number of shareholders constituting a quorum in a shareholders’ general meeting. +Under the Company Law, shareholders present at a shareholders’ general meeting have one vote +for each share they hold, except the shareholders of classified shares. However, shares held by the +company itself are not entitled to any voting rights. +The cumulative voting system may be adopted for the election of directors and supervisors at the +shareholders’ general meeting in accordance with the provisions of the articles of association or the +resolutions of the shareholders’ general meeting. Under the accumulative voting system, each share +shall have the same number of voting rights as the number of directors or supervisors to be elected at +the shareholders’ general meeting, and shareholders may consolidate their voting rights when casting a +vote. +Under the Company Law and the Guidelines for Articles of Association, the passing of any +resolution requires affirmative votes of shareholders representing more than half of the voting rights +represented by the shareholders who attend the shareholders’ general meeting. +Matters relating to merger, division or dissolution of a company, increase or reduction of +registered capital, change of corporate form or amendments to the articles of association must be +approved by more than two-thirds of the voting rights held by the shareholders present at the meeting. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 9– + + +--- page 384 --- +Directors +Under the Company Law, a joint stock limited company should have a board of directors, which +consists of more than three members. The term of office of a director shall be stipulated in the articles +of association, but each term of office shall not exceed three years. Directors may serve consecutive +terms if re-elected. +Meetings of the board of directors shall be convened at least twice a year. All directors and +supervisors shall be noticed 10 days before the meeting for every meeting. The Board exercises the +following functions and powers: +(i) to convene shareholder’s general meetings and report its work to the shareholder’s general +meetings; +(ii) to implement the resolutions of the shareholder’s general meeting; +(iii) to decide on a company’s business plans and investment plans; +(iv) to formulate a company’s profit distribution plan and loss recovery plan; +(v) to formulate proposals for the increase or reduction of a company’s registered capital and the +issue of corporate bonds; +(vi) to formulate plans for merger, division, dissolution or change of corporate form of a +company; +(vii) to decide on the internal management structure of a company; +(viii) to decide on the appointment or dismissal of the manager of a company and their +remuneration; +(ix) To decide on the appointment or dismissal of the deputy manager and financial officer of a +company based on the nomination of the manager and as well as remuneration; +(x) to formulate a company’s basic management system; +(xi) other functions and powers specified in the articles of association or granted by the +shareholders’ meeting. +Board meetings shall be held only if more than half of the directors are present. If a director is +unable to attend a board meeting, he may appoint another director by a power of attorney specifying the +scope of the authorization for another director to attend the meeting on his behalf. If a resolution of the +board of directors violates the laws, administrative regulations or the articles of association, and as a +result of which the company suffers serious losses, the directors participating in the resolution shall be +liable to compensate the company. However, if it can be proved that a director expressly objected to the +resolution when the resolution was voted on, and that such objection was recorded in the minutes of the +meeting, such director may be exempt from such liability. +Under the Company Law, a person may not serve as a director of a company if he/she is: +(i) a person without capacity or with restricted capacity; +(ii) a person who has been sentenced to any criminal penalty due to an offence of corruption, +bribery, encroachment of property, misappropriation of property, or disrupting the order of +the socialist market economy, or has been deprived of political rights due to a crime, where +a five-year period has not elapsed since the date of completion of the sentence; if he/she is +pronounced for suspension of sentence, a two-year period has not elapsed since the +expiration of the suspension period; +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +– IV-10 – + + +--- page 385 --- +(iii) a person who was a director, factory manager or manager of a company or enterprise which +has entered into insolvent liquidation and who was personally liable for the insolvency of +such company or enterprise, where less than three years have elapsed since the date of the +completion of the insolvency and liquidation of such company or enterprise; +(iv) persons who were legal representatives of a company or enterprise which had its business +license revoked due to violation of the law and had been closed down by order, and who +were personally liable, where less than three years have elapsed since the date of the +revocation of the business license of the company or enterprise or the order for closure; and +(v) being listed as one of “dishonest persons subject to enforcement” by the people’s court due +to his/her failure to pay off a relatively large number of due debts. +The board of directors shall have one chairman, who shall be elected by more than half of all the +directors. The chairman shall exercise the following functions and powers (including but not limited +to): +(i) to preside over shareholders’ general meetings and convene and preside over board meetings; +(ii) to examine the implementation of resolutions of the Board; +(iii) to sign the securities issued by a company; +(iv) to exercise other powers conferred by the Board. +Supervisors +Under the Company Law, a joint stock limited company shall have a supervisory committee +composed of not less than three members. The supervisory committee shall comprise shareholder +representatives and an appropriate proportion of the company’s staff representatives, of which the +proportion of staff representatives shall not be less than one-third and the specific proportion shall be +stipulated in the articles of association. Employee representatives of the supervisory committee shall be +democratically elected by the company’s employees at the employee representative assembly, employee +general meeting or otherwise. Directors or senior management may not act concurrently as supervisors. +The Supervisory Committee exercises the following powers: +(i) to examine the company’s financial affairs; +(ii) to supervise the directors and senior management in their performance of their duties and to +propose the removal of directors and senior management who have violated laws, +administrative regulations, the articles of association or resolutions of shareholders’ general +meetings; +(iii) to demand rectification by a director or senior management when the acts of such persons +are harmful to the company’s interest; +(iv) to propose the convening of extraordinary general meetings, and to convene and preside over +shareholders’ general meetings when the Board fails to perform the duty of convening and +presiding over shareholders’ general meetings under the Company Law; +(v) to submit proposals to the shareholders’ general meeting; +(vi) to initiate legal proceedings against directors and senior management in accordance with the +Company Law; +(vii) other functions and powers specified in the articles of association. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 1 1– + + +--- page 386 --- +On December 27, 2024, the CSRC promulgated the Transitional arrangements relating to the +implementation of the rules under the new Companies Law (ᗫཀ +ನಂτર), listed companies shall, before January 1, 2026, in accordance with the provisions of the +Company Law, the Implementation Provisions and the supporting rules of the CSRC, provide in the +articles of association for the establishment of an audit committee in the board of directors, exercising +the powers and functions of the supervisory board as stipulated in the Company Law, the listed +companies will then have no supervisory board or supervisors. Before a listed company adjusts the +establishment of the company’s internal supervisory body, the supervisory board or supervisors shall +continue to comply with the provisions in the original rules of the CSRC. +Managers and Senior Management +Under the Company Law, a company should have a manager who is appointed or removed by the +board of directors. The manager is responsible to the board of directors and exercise his/her functions +and powers according to the articles of association or the authorization of the board of directors. The +manager attends the meetings of the board of directors as a non-voting member. +According to the Company Law, senior management shall refer to the manager, deputy +manager(s), financial controller, secretary of the board of directors and other personnel as stipulated in +the articles of association of the company. +Duties of Directors, Supervisors and Senior Management +Directors, supervisors and senior management of the company are required under the Company +Law to comply with the relevant laws, regulations and the articles of association, and have fiduciary +and diligent duties to the company. Directors, supervisors and senior management are prohibited from +abusing their powers to accept bribes or other unlawful income and from misappropriating the +company’s properties. +Directors, supervisors and senior management are prohibited from: +(i) embezzling the company’s property or misappropriating of the company’s capital; +(ii) depositing the company’s capital into accounts under his own name or the name of other +individuals; +(iii) giving bribes or accepting any other illegal proceeds by taking advantage of their power; +(iv) accept and possess commissions paid by a third party for transactions conducted with the +company; +(v) unauthorized divulgence of confidential business information of the company; or +(vi) other acts in violation of their fiduciary duty to the company. +If any director, supervisor or senior management directly or indirectly concludes a contract or +conducts a transaction with the company, he/she should report the matters relating to the conclusion of +the contract or transaction to the board of directors or shareholders’ meeting, subject to the approval of +the board of directors or shareholders’ meeting according to the articles of association. +The provisions of the preceding paragraph shall apply if any near relatives of the directors, +supervisors or senior management, or any of the enterprises directly or indirectly controlled by the +directors, supervisors or senior management or any of their near relatives, or any related parties with +any other related-party relationship with the directors, supervisors or senior management, concludes a +contract or conducts a transaction with the company. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +– IV-12 – + + +--- page 387 --- +Neither director, supervisor or senior management may take advantage of his/her position to seek +any business opportunity that belongs to the company for himself/herself or any other person except +under any of the following circumstances: +(i) where he/she has reported to the board of directors or the shareholders’ meeting and has +been approved by a resolution of the board of directors or the shareholders’ meeting +according to the articles of association; or +(ii) where the company cannot make use of the business opportunity as stipulated by laws, +administrative regulations or the articles of association. +Where any director, supervisor or senior management fails to report to the board of directors or +the shareholders’ meeting and obtain an approval by resolution of the board of directors or the +shareholders’ meeting according to the articles of association, he/she may not engage in any business +that is similar to that of the company where he/she holds office for himself/herself or for any other +person. +A director, supervisor or senior management who contravenes any law, regulation or the +company’s articles of association in the performance of his duties resulting in any loss to the company +shall be personally liable for the damages to the company. +Finance and Accounting +Under the Company Law, a company shall establish its financial and accounting systems +according to laws, administrative regulations and the regulations of the financial department of the +State Council. At the end of each fiscal year, the company shall prepare a financial and accounting +reports which shall be audited by an accounting firm in accordance with the law. The financial and +accounting reports shall be prepared in accordance with the laws, administrative regulations and the +regulations of the financial department of the State Council. +A joint stock limited company shall make its financial and accounting reports available at the +company for inspection by the shareholders 20 days before the convening of an annual general meeting +of shareholders. A joint stock limited company issuing its shares in public must publish its financial and +accounting reports. +When distributing each year’s after-tax profits, the company shall set aside 10% of its profits into +its statutory reserve fund. The company can no longer withdraw statutory reserve fund if it has +accumulated to more than 50% of the registered capital. If the statutory reserve fund of the company is +insufficient to make up for the losses of the previous years, the current year profits shall be used to +make up for the losses before making allocations to the statutory reserve in accordance with the +preceding paragraph. After the company has made an allocation to the statutory reserve fund from its +after-tax profit, it may also make an allocation to the discretionary reserve fund from its after-tax profit +upon a resolution of the shareholders’ general meeting. +A joint stock limited company may distribute profits in proportion to the number of shares held by +its shareholders, except for profit distributions that are not in proportion to the number of shares held in +accordance with the provisions of the articles of association of the joint stock limited company. +The premium over the nominal value of the shares of a joint stock limited company from the issue +of shares, the amount of share proceeds from the issuance of no-par shares that have not been credited +to the registered capital and other incomes required by the financial department of the State Council to +be treated as the capital reserve fund shall be accounted for as the capital reserve fund of the company. +The reserve fund of the company shall be used to make up losses of the company, expand the +production and operation of the company or increase the capital of the company. Where the reserve +fund of a company is used for making up losses, the discretionary reserve and statutory reserve shall be +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +– IV-13 – + + +--- page 388 --- +firstly used. If losses still cannot be made up, the capital reserve can be used according to the relevant +provisions. When the statutory reserve fund is converted to increase registered capital, the balance of +the statutory reserve shall not be less than 25% of the registered capital before such conversion. +The company shall not keep accounts other than those provided by law. +Appointment and Dismissal of Accounting Firms +Pursuant to the Company Law, the engagement or dismissal of an accounting firm responsible for +the company’s auditing shall be determined by a shareholders’ general meeting, the board of directors +or the board of supervisors in accordance with the articles of association. The accounting firm should +be allowed to make representations when the general meeting, the board of directors or the board of +supervisors conduct a vote on the dismissal of the accounting firm. The company should provide true +and complete accounting evidence, accounting books, financial and accounting reports and other +accounting information to the engaged accounting firm without any refusal or withholding or +falsification of information. +The Guidelines for Articles of Association provides that the company guarantees to provide true +and complete accounting vouchers, accounting books, financial accounting reports and other accounting +materials to the employed accounting firm, and shall not refuse, conceal or falsely report. And the audit +fee of the accounting firm shall be decided by the general meeting of shareholders. +Profit Distribution +Where a company distributes profits to shareholders in violation of the provisions of the Company +Law, the shareholders shall refund the profits distributed to the company, and the shareholders, +directors, supervisors, and senior management personnel who are responsible for causing losses to the +company shall bear compensation liability. +Dissolution and Liquidation +According to the Company Law, a company shall be dissolved for the following reasons: +(i) the term of business stipulated in the articles of association has expired or other events of +dissolution specified in the articles of association have occurred; +(ii) the shareholders’ general meeting resolves to dissolve the company; +(iii) dissolution is necessary due to a merger or division of the company; +(iv) the business license is revoked, or the business license is ordered to be closed or revoked in +accordance with laws; +(v) where the company encounters serious difficulties in its operation and management and its +continuance shall cause a significant loss in the interest of shareholders, and where this +cannot be resolved through other means, shareholders who hold more than 10% of the total +shareholders’ voting rights of the company may present a petition to a people’s court for the +dissolution of the company with the support of the judgment. +If any of the situations as mentioned in the preceding paragraph arises, a company shall publicize +the situations through the National Enterprise Credit Information Publicity System within ten days. +Where the company is dissolved in accordance with sub-paragraph (i) above, it may carry on its +existence by amending its articles of association or upon a resolution of the shareholders’ meeting, +which must be approved by more than two-thirds of the voting rights held by the shareholders present +at the shareholders’ general meeting. Where the company is dissolved pursuant to sub-paragraphs (i), +(ii), (iv) or (v) above, it shall be liquidated. The directors, who are the liquidation obligors of the +company, shall form a liquidation group to carry out liquidation within 15 days from the date of +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +– IV-14 – + + +--- page 389 --- +occurrence of the cause of dissolution. The liquidation group shall be composed of the directors, unless +it is otherwise provided for in the company’s articles of association or it is otherwise elected by the +shareholders’ meeting. The liquidation obligors shall be liable for compensation if they fail to fulfill +their obligations of liquidation in a timely manner, and thus any loss is caused to the company or the +creditors. +The liquidation group fails to be formed within the time limit or fails to carry out the liquidation +after its formation, any interested party may request the people’s court to designate relevant persons to +form a liquidation group. The people’s court shall accept such request and organize a liquidation group +to carry out the liquidation in a timely manner. +The liquidation committee shall exercise the following functions and powers during the +liquidation period: +(i) to liquidate the company’s property and respectively prepare balance sheet and list of +property; +(ii) to notify creditors by notice or public announcement; +(iii) to deal with the outstanding business of the company involved in the liquidation; +(iv) to pay all outstanding taxes and taxes arising in the course of liquidation; +(v) to liquidate claims and debts; +(vi) distributing the remaining property of the company after paying off debts; +(vii) to participate in civil litigations on behalf of the company. +The liquidation group shall notify the company’s creditors within ten days as of its formation and +shall make a public announcement in the newspaper or on the National Enterprise Credit Information +Publicity System within 60 days. The creditors shall file their proofs of claim with the liquidation +group within 30 days as of the receipt of the notice or within 45 days as of the issuance of the public +announcement in the case of failing to receive such notice. +The remaining property of the company after the payment of liquidation expenses, employees’ +wages, social insurance expenses and statutory compensation, outstanding taxes and the company’s +debts, shall be distributed to shareholders in proportion to their shareholdings. +During the liquidation period, the company shall continue to exist but shall not carry out any +business activities unrelated to the liquidation. The company’s assets shall not be distributed to the +shareholders before the liquidation in accordance with the preceding paragraph. +If the liquidation committee, having thoroughly examined the company’s assets and having +prepared a balance sheet and an inventory of assets, discovers that the company’s assets are insufficient +to pay its debts in full, it shall file an application to a people’s court for bankruptcy liquidation. After +the people’s court accepts the application for bankruptcy, the liquidation group shall hand over the +liquidation matters to the bankruptcy administrator designated by the people’s court. +Upon completion of the liquidation, the liquidation committee shall prepare a liquidation report to +be submitted to the shareholders’ general meeting or the people’s court for confirmation, and submit to +the company registration authority to apply for cancelation of the company’s registration. +The members of the liquidation group performing their duties of liquidation are obliged to loyalty +and diligence. Any member of the liquidation group who neglects to fulfill his/her liquidation duties, +thus causing any loss to the company shall be liable for compensation, and any member of the +liquidation group who cause any loss to any creditor due to his/her intentional or gross negligence shall +be liable for compensation. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +– IV-15 – + + +--- page 390 --- +Where, after three years since the business license of a company is revoked, or the company is +ordered to close down or is revoked, the company fails to apply for its deregistration with the company +registration authority, the said authority may announce the company’s deregistration through the +National Enterprise Credit Information Publicity System for a period of no less than 60 days. If there is +no objection after the announcement period expires, the company registration authority may deregister +the company. +Overseas Listing +According to the Trial Measures, where an issuer makes an overseas initial public offering or +listing, it shall file with the CSRC within 3 working days after submitting the application documents for +overseas issuance and listing. If an issuer issues securities in the same overseas market after overseas +issuance and listing, it shall file with the CSRC within 3 working days after the completion of the +issuance. If an issuer issues and lists in other overseas markets after overseas issuance and listing, it +shall be filed in accordance with the provisions of the first paragraph of this article. Moreover, if the +filing materials are complete and meet the requirements, the CSRC shall complete the filing within 20 +working days from the date of receiving the filing materials, and publicize the filing information +through the website. If the filing materials are incomplete or do not meet the requirements, the CSRC +shall inform the issuer of the materials to be supplemented within 5 working days after receiving the +filing materials. The issuer shall supplement the materials within 30 working days. +Suspension and Termination of Listing +The Company Law has deleted provisions governing suspension and termination of listing. The +PRC Securities Law (2019 revision) (ج2019ࠈࡌ)‘) has also deleted +provisions regarding suspension of listing. Where listed securities fall under the delisting circumstances +stipulated by the stock exchange, the stock exchange shall terminate its listing and trading in +accordance with the business rules. +According to the Trial Measures, in case of active or compulsory termination of listing, the issuer +shall report the specific situation to the CSRC within 3 working days from the date of occurrence and +announcement of the relevant matters. +SECURITIES LA W AND REGULATIONS +In October 1992, the State Council established the Securities Committee and the CSRC. The +Securities Committee is responsible for coordinating the drafting of securities regulations, formulating +securities-related policies, planning the development of securities markets, directing, coordinating and +supervising all securities-related institutions in the PRC and administering the CSRC. The CSRC is the +regulatory arm of the Securities Committee and is responsible for the drafting of regulatory provisions +of securities markets, supervising securities companies, regulating public offers of securities by Chinese +companies in the Chinese Mainland or overseas, regulating the trading of securities, compiling +securities-related statistics and undertaking research and analysis. On 29 March 1998, the State Council +consolidated the above two departments and reformed the CSRC. +The Regulations of the State Council Concerning the Domestic Listed Foreign Shares of Joint +Stock Limited Companies (‘ ), which were +promulgated by the State Council and came into effect on 25 December 1995, mainly provide for the +issue, subscription, trading and payment of dividends of domestic listed foreign shares and disclosure of +information of joint stock limited companies with domestic listed foreign shares. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +– IV-16 – + + +--- page 391 --- +The Securities Law of the People’s Republic of China (‘), or the PRC +Securities Law, which was amended by the Standing Committee of the NPC on 28 December 2019 and +came into effect on 1 March 2020, provides a series of provisions regulating, among other things, the +issue and trading of securities, takeovers by listed companies, securities exchanges, securities +companies and the duties and responsibilities of the State Council’s securities regulatory authorities in +the PRC, and comprehensively regulates activities in the PRC securities market. The PRC Securities +Law provides that a domestic enterprise must comply with the relevant provisions of the State Council +in issuing securities directly or indirectly outside the PRC or listing and trading its securities outside +the PRC. Currently, the issue and trading of foreign issued shares are mainly governed by the rules and +regulations promulgated by the State Council and the CSRC. +ARBITRATION AND ENFORCEMENT OF ARBITRAL A W ARDS +Under the Arbitration Law of the People’s Republic of China (‘), or the +Arbitration Law, amended by the Standing Committee of the NPC on 1 September 2017 and effective +on 1 January 2018, the Arbitration Law is applicable to economic disputes involving foreign parties, +and all parties have entered into a written agreement to refer the matter to an arbitration committee +constituted in accordance with the Arbitration Law. An arbitration committee may, before the +promulgation by the PRC Arbitration Association of arbitration regulations, formulate interim +arbitration rules in accordance with relevant regulations under the Arbitration Law and the PRC Civil +Procedure Law. Where both parties have agreed to settle disputes by means of arbitration, the people’s +court will refuse to take legal action brought by a party in the people’s court. +Under the Arbitration Law, an arbitral award is final and binding on the parties. If a party fails to +comply with an award, the other party to the award may apply to the people’s court for enforcement +according to the PRC Civil Procedure Law. A people’s court may refuse to enforce an arbitral award +made by an arbitration commission if there is any procedural irregularity (including irregularity in the +composition of the arbitration committee or the making of an award on matters beyond the scope of the +arbitration agreement or the jurisdiction of the arbitration commission). A party seeking to enforce an +arbitral award of foreign arbitration commission against a party who or whose property is not within the +PRC shall apply to a foreign court with jurisdiction over the case for recognition and enforcement. +Similarly, an arbitral award made by a foreign arbitration body may be recognized and enforced by the +people’s court in accordance with the principles of reciprocity or any international treaty concluded or +acceded to by the PRC. +According to the Arrangement of the Supreme People’s Court on Mutual Enforcement of Arbitral +Awards between the Chinese Mainland and the Hong Kong Special Administrative Region ( ௰৷ɛ͏ +τર‘ ) promulgated by the Supreme People’s +Court on 24 January 2000 and effective on 1 February 2000, and the Supplementary Arrangement of the +Supreme People’s Court on Mutual Enforcement of Arbitral Awards between the Chinese Mainland and +the Hong Kong Special Administrative Region (ʝੂБ΀ +໾̂τર‘) promulgated by the Supreme People’s Court on 26 November 2020 and effective +on 27 November 2020, awards made by PRC arbitral authorities can be enforced in Hong Kong, and +Hong Kong arbitration awards are also enforceable in the PRC. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +– IV-17 – + + +--- page 392 --- +This Appendix contains a summary of the principal provisions of the Articles of Association. As +the principal objective of this Appendix is to provide potential investors with an overview of the +Articles of Association, it may not contain all the information that is important to potential investors. +The full text of the Articles of Association in Chinese is available for inspection, as discussed in the +Appendix to the document entitled “VII. Documents Delivered to the Registrar of Companies in Hong +Kong and Available on Display.” +SHARES AND REGISTERED CAPITAL +The shares of the Company shall be in the form of stock certificates. The issuance of the +Company’s shares shall follow the principles of fairness and impartiality. Each share of the same class +shall carry equal rights. Shares of the same class issued at the same time shall be issued under identical +conditions and at the same price. Each share subscribed for by any entity or individual shall be paid for +at the same price. +INCREASE, DECREASE, REPURCHASE AND TRANSFER OF SHARES +In accordance with the needs of its operations and development, and in compliance with laws and +administrative regulations, the Company may increase its registered capital by a resolution of the +meeting of shareholders through the following methods: +(1) Issuing shares to non-specific parties with approval from the relevant authorities; +(2) Issuing shares to specific parties; +(3) Distribution of bonus shares to existing shareholders; +(4) Capitalization of capital reserves; +(5) Other methods as prescribed by laws, administrative regulations, the CSRC, the securities +regulatory authorities of the place where the Company’s shares are listed, and other +regulatory authorities. +Any increase in registered capital shall be processed in accordance with the procedures prescribed +by relevant laws and regulations, after obtaining approval under these Articles of Association and the +regulations of the stock exchange where the Company’s shares are listed. +The Company may reduce its registered capital. Any reduction in registered capital shall be +conducted in accordance with the procedures stipulated in the Company Law, the Hong Kong Stock +Exchange Listing Rules, other relevant laws, administrative regulations and regulatory documents, as +well as the regulations of the stock exchange where the Company’s shares are listed and this Articles of +Association. +Repurchase of Shares +The Company shall not acquire its own shares, except under any of the following circumstances, +provided that the Company complies with the applicable laws, regulations, the regulations of the stock +exchange where the Company’s shares are listed, the Hong Kong Stock Exchange Listing Rules, and the +provisions of this Articles of Association: +(1) reducing the Company’s registered capital; +(2) merging with another company that holds shares of the Company; +(3) using the shares for employee stock ownership plans or equity incentives; +(4) at the request of a shareholder who objects to a resolution of the meeting concerning a +merger or division of the Company, requiring the Company to repurchase their shares; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 1– + + +--- page 393 --- +(5) using the shares for converting corporate bonds issued by the Company that are convertible +into shares; +(6) necessary for maintaining the Company’s value and safeguarding shareholders’ rights and +interests; +(7) other circumstances permitted by laws, administrative regulations, departmental rules, +regulatory documents, the Hong Kong Stock Exchange Listing Rules and the regulations of +the stock exchange where the Company’s shares are listed. +The Company may acquire its own shares through public centralized trading or other means +recognized by laws, administrative regulations, regulatory documents, the Hong Kong Stock Exchange +Listing Rules, the regulations of the stock exchange where the Company’s shares are listed and the +CSRC (if required). +If the Company acquires its own shares for the reasons specified under the circumstances (1) or +(2), such acquisition shall be subject to a resolution of the meeting of shareholders. In case of the +circumstances stipulated in (3), (5), or (6), a resolution of the Company’s Board shall be passed by +more than two-thirds of the Directors attending the Board meeting in compliance with the securities +regulatory rules of the jurisdiction where the Company’s shares are listed. +After the Company has repurchased its own shares in accordance the circumstance (1), the shares +shall be cancelled within 10 days from the date of acquisition; under the circumstance (2) and (4), the +shares shall be transferred or cancelled within six months; under the circumstances (3), (5), and (6), the +total number of shares held by the Company shall not exceed 10% of the total number of shares issued +by the Company, and shall be transferred or cancelled within three years. Where there are other +provisions in laws, regulations, the Hong Kong Stock Exchange Listing Rules and the securities +regulatory authorities in the place where the Company’s shares are listed regarding matters related to +share repurchase, such provisions shall prevail. +Transfer of Shares +The shares of the Company may be transferred in accordance with the law. The transfer of +H-shares listed in Hong Kong shall be registered with the share registration institution in Hong Kong +appointed by the Company. +The Company shall not accept its own shares as the subject of a pledge. +Shares issued before the public offering of the Company shall not be transferred within one year +from the date the Company’s shares are listed and traded on a stock exchange. +Directors and senior management of the Company shall report to the Company the number of +Company shares they hold and any changes thereto. During their term of office, the number of shares +they transfer each year shall not exceed 25% of the total shares they hold in the Company. Such +personnel shall not transfer any shares they hold in the Company within one year from the date of the +Company’s stock listing. Within six months after their resignation, they shall not transfer any shares +they hold in the Company. If shares are pledged during the restricted transfer period as stipulated by +laws and administrative regulations, the pledgee shall not exercise the pledge right during such +restricted period. +SHAREHOLDERS AND SHAREHOLDERS’ MEETINGS +The Company shall establish a register of shareholders, which shall serve as conclusive evidence +of a shareholder’s ownership of the Company’s shares. Shareholders shall enjoy rights and undertake +obligations in accordance with the type of shares they hold; shareholders holding the same class of +shares shall enjoy equal rights and bear the same obligations. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 2– + + +--- page 394 --- +Shareholders of the Company shall have the following rights: +(1) To receive dividends and other forms of distributions in proportion to the shares they hold; +(2) To request, convene, preside over, attend, or appoint proxies to attend shareholders’ meetings +and exercise corresponding voting rights in accordance with the law; +(3) To supervise the Company’s operations and make suggestions or inquiries; +(4) To transfer, gift, or pledge the shares they hold in accordance with laws, administrative +regulations, the Hong Kong Stock Exchange Listing Rules and this Articles of Association; +(5) To inspect and copy the Articles of Association, the register of shareholders, minutes of +shareholders’ meetings, resolutions of the Board of Directors, and the financial and +accounting reports in accordance with the regulations. Shareholders who meet the specified +requirements may inspect the Company’s accounting books and vouchers; +(6) Upon the Company’s dissolution or liquidation, to participate in the distribution of the +remaining assets of the Company in proportion to the shares they hold; +(7) If dissenting to a resolution on merger or division adopted by the shareholders’ meeting, to +request the Company to repurchase their shares; +(8) Other rights prescribed by laws, administrative regulations, departmental rules, the Hong +Kong Stock Exchange Listing Rules, other regulatory rules of the place where the +Company’s shares are listed, or this Articles of Association. +In the event that any resolution of the Shareholders’ meeting or resolution of the Board of +Directors violates laws or administrative regulations, the Shareholder is entitled to request the People’s +Court to deem it as invalid. +In the event that the convening procedure or voting method of the Shareholders’ meeting or the +Board meeting violates any of laws, administrative regulations or the Articles of Association, or any +resolution of which violates the Articles of Association, the Shareholder is entitled to request the +People’s Court to overturn the resolution within 60 days upon the resolution was adopted. However, +this provision shall not apply if the procedural defects in convening the meeting or the voting methods +are only minor and have no material effect on the resolution. +Resolutions adopted by the shareholders’ meeting or board of directors of the Company shall be +deemed invalid under any of the following circumstances: +(1) The resolution was adopted without convening a shareholders’ meeting or board meeting; +(2) No voting was conducted on the proposed resolution at the shareholders’ meeting or board +meeting; +(3) The number of attendees or voting rights represented at the meeting failed to meet the +quorum requirements prescribed by the Company Law or these Articles of Association; +(4) The number of affirmative votes or voting rights in favor of the resolution failed to meet the +approval thresholds prescribed by the Company Law or these Articles of Association. +Shareholders of the Company shall assume the following obligations: +(1) to abide by the laws, administrative regulations and the Articles of Association; +(2) to pay subscription monies according to the number of shares subscribed and the method of +subscription; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 3– + + +--- page 395 --- +(3) not to withdraw the shares unless required by the laws and administrative regulations; +(4) not to abuse their shareholders’ rights to jeopardize the interests of the Company or other +shareholders, and not to abuse the status of the Company as an independent legal entity and +the limited liability of shareholders to jeopardize the interests of any creditors of the +Company; +(5) other obligations imposed by the laws, administrative regulations, the Hong Kong Stock +Exchange Listing Rules, other regulatory rules in the place where the Company’s shares are +listed and the Articles of Association. +Where any shareholder of the Company abuses the shareholders’ rights and incur losses to the +Company or other shareholders, such shareholder shall be liable for the damages according to laws. +Where shareholders of the Company abuse the Company’s status as an independent legal entity and the +limited liability of shareholders for the purposes of evading debts, thereby materially impairing the +interests of the creditors of the Company, such shareholders shall be jointly and severally liable for the +debts owed by the Company. +Any shareholder holding 5% or more of the Company’s shares with voting rights who pledges +their shares shall submit a written report to the Company on the date the pledge occurs. +The Company’s controlling shareholders and actual controllers shall comply with the following +provisions: +(1) Exercise shareholder rights in accordance with the law, and refrain from abusing control +rights or exploiting connected relationships to harm the legitimate interests of the Company +or other shareholders; +(2) Strictly fulfill all public statements and commitments made, and shall not arbitrarily modify +or waive them; +(3) Strictly perform information disclosure obligations in accordance with relevant regulations, +actively cooperate in disclosure work, and promptly inform the Company of any material +events that have occurred or are planned; +(4) Shall not misappropriate Company funds in any form; +(5) Shall not coerce, direct, or demand the Company or its personnel to provide illegal or +non-compliant guarantees; +(6) Shall not exploit undisclosed material information of the Company for personal gain, +disclose any undisclosed material information related to the Company in any manner, or +engage in illegal activities such as insider trading, short-swing trading, or market +manipulation; +(7) Shall not harm the legitimate interests of the Company or other shareholders through +non-arm’s length connected transactions, profit distributions, asset reorganizations, external +investments, or any other means; +(8) Ensure the Company’s asset integrity, personnel independence, financial independence, +organizational independence, and operational independence, and shall not impair the +Company’s independence in any way; +(9) Other requirements stipulated by laws, administrative regulations, the Hong Kong Stock +Exchange Listing Rules, the CSRC, the stock exchange where the Company’s shares are +listed, and these Articles of Association. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 4– + + +--- page 396 --- +General Provisions for Shareholders’ Meetings +The shareholders’ meeting is the supreme authority of the Company and shall exercise the +following powers in accordance with the law: +(1) To elect and replace directors, and to determine matters related to the remuneration of the +Company’s directors; +(2) To review and approve the report of the Board of Directors; +(3) To review and approve the Company’s profit distribution plan and plan for making up losses; +(4) To resolve on increasing or reducing the Company’s registered capital; +(5) To resolve on the issuance of corporate bonds and the listing plan; +(6) To resolve on matters such as the Company’s merger, division, dissolution, liquidation, or +change of corporate form; +(7) To amend the Articles of Association; +(8) To make resolutions on the appointment, dismissal, or non-renewal of the engagement of the +accounting firm by the Company, and to determine its remuneration; +(9) To review and approve the guarantee matters specified in Article 47 of these Articles of +Association; +(10) To review the purchase or sale of major assets by the Company involving, either individually +or cumulatively within twelve consecutive months, an asset value or transaction amount +exceeding 30% of the Company’s most recently audited total assets; +(11) To review and approve any changes in the use of funds raised through public offerings; +(12) To review stock incentive plans and employee stock ownership plans; +(13) To review and approve matters concerning the acquisition of the Company’s shares that are +required to be reviewed by the shareholders’ meeting in accordance with laws and +regulations, regulatory rules of the place where the Company’s shares are listed, and this +Articles of Association; +(14) To review and approve matters concerning related-party transactions that are required to be +reviewed by the shareholders’ meeting in accordance with laws and regulations, regulatory +rules of the place where the Company’s shares are listed, and this Articles of Association; +(15) To review and approve other matters that, according to laws, administrative regulations, +departmental rules, the Hong Kong Stock Exchange Listing Rules and the regulatory rules of +the place where the Company’s shares are listed, or this Articles of Association, should be +decided by the shareholders’ meeting. +The shareholders’ meeting may authorize the board of directors to make resolutions on the +issuance of corporate bonds. +The following external guarantee acts must be submitted to the shareholders’ meeting for +approval: +(1) Any guarantee provided when the aggregate amount of external guarantees for the Company +and its controlled subsidiaries exceeds 50% of the most recently audited net assets; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 5– + + +--- page 397 --- +(2) Any guarantee provided when the Company’s total external guarantees exceed 30% of the +most recently audited total assets; +(3) Guarantees where the aggregate amount within one year exceeds 30% of the Company’s +most recently audited total assets; +(4) Guarantees provided to entities with a debt-to-asset ratio exceeding 70%; +(5) Single guarantees exceeding 10% of the most recently audited net assets; +(6) Guarantees provided to shareholders, actual controllers, or their connected parties; +(7) Other guarantee circumstances requiring shareholders’ meeting approval as stipulated by +laws, administrative regulations, departmental rules, securities regulatory rules of the +jurisdiction where the Company’s shares are listed, or other normative documents. +Other external guarantee matters that do not meet the above thresholds shall be subject to +approval by the Board of Directors. +For guarantee matters within the authority of the Board of Directors, approval by more than half +of all directors is required, and at least two-thirds of the directors attending the Board meeting must +consent. +When the shareholders’ meeting deliberates on a proposal to provide a guarantee to shareholders, +actual controllers, or their related parties, the relevant shareholders or shareholders under the control of +the actual controller shall abstain from voting on such matters. The resolution shall be adopted by a +majority of the voting rights held by the other shareholders present at the meeting. +Shareholders’ meetings are classified into annual meetings and extraordinary meetings. An annual +meeting shall be held once every year and must take place within six months after the end of the +preceding fiscal year. +Under any of the following circumstances, the Company shall convene an extraordinary meeting +within two months from the date the event occurs: +(1) The number of directors falls below the statutory minimum or less than two-thirds of the +number specified in these Articles of Association; +(2) The Company’s uncovered losses amount to one-third of the total paid-in share capital; +(3) Shareholders individually or jointly holding 10% or more of the Company’s shares request +the meeting in writing; +(4) The Board of Directors deems it necessary; +(5) The Audit Committee proposes to convene the meeting; +(6) Other circumstances stipulated by laws, administrative regulations, departmental rules, the +Hong Kong Stock Exchange Listing Rules and securities regulatory requirements of the +jurisdiction where the Company’s shares are listed, or these Articles of Association. +The shareholders’ meeting shall be held at the Company’s domicile, its regular place of business, +or any other venue specified in the meeting notice. +The shareholders’ meeting shall be held with a physical venue for in-person attendance. The +Company shall also provide means such as remote voting to facilitate shareholder participation. +Shareholders participating through such means shall be deemed present. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 6– + + +--- page 398 --- +Once a notice of the shareholders’ meeting has been issued, the venue of the on-site meeting shall +not be changed without just cause. If a change is indeed necessary, the convener shall provide an +explanation at least two working days before the scheduled on-site meeting. +Convening of Shareholders’ Meetings +Shareholders’ meetings shall be convened by the Board of Directors in accordance with the law. +The independent non-executive directors shall have the right to propose the convening of an +extraordinary general meeting to the Board of Directors, subject to approval by a majority of all +independent non-executive directors. Upon receiving such a proposal, the Board shall, in accordance +with laws, administrative regulations, the Hong Kong Stock Exchange Listing Rules, securities +regulatory rules of the jurisdiction where the Company’s shares are listed and these Articles of +Association, provide a written response indicating whether it agrees to convene the meeting within ten +days. If the Board agrees, it shall issue the notice for the shareholders’ meeting within five days of +adopting the relevant board resolution. If it does not agree, it shall explain the reasons and make an +announcement. +The Audit Committee has the right to propose to the Board of Directors to convene an +extraordinary meeting and shall make the proposal in writing. The Board shall, in accordance with +laws, administrative regulations, and these Articles of Association, provide a written response indicating +whether it agrees to convene the meeting within ten days of receiving the proposal. +If the Board agrees, it shall issue the meeting notice within five days of adopting the board +resolution, and any changes to the original proposal must be approved by the Audit Committee. +If the Board disagrees or fails to respond within ten days, it shall be deemed as a failure or refusal +to perform its duty to convene the meeting. In such case, the Audit Committee may convene and +preside over the meeting on its own initiative. +Shareholders individually or jointly holding more than 10% of the Company’s shares have the +right to request the Board of Directors to convene an extraordinary meeting, and such request shall be +submitted in writing. The Board shall, in accordance with laws, administrative regulations, the Hong +Kong Stock Exchange Listing Rules, securities regulatory rules of the jurisdiction where the Company’s +shares are listed and these Articles of Association, provide a written response indicating whether it +agrees to convene the meeting within ten days. +If the Board agrees, it shall issue the meeting notice within five days of adopting the board +resolution, and any changes to the original request must be approved by the relevant shareholders. +If the Board disagrees or fails to respond within ten days, the shareholders holding more than 10% +of the Company’s shares may submit the request in writing to the Audit Committee. +If the Audit Committee agrees, it shall issue the meeting notice within five days of receiving the +request, and any changes to the original request must be approved by the relevant shareholders. +If the Audit Committee disapproves the convening of an extraordinary general meeting or fails to +provide feedback within 10 days upon receipt of the request, it shall be deemed that the Audit +Committee refuses to convene and preside over the shareholders’ meeting. Shareholders who have +individually or jointly held more than 10% of the Company’s shares for more than 90 consecutive days +may convene and preside over the meeting themselves. +If the Audit Committee or shareholders decide to convene a shareholders’ meeting on their own +initiative, they shall provide written notice to the Board of Directors. If the securities regulatory rules +of the jurisdiction where the Company’s shares are listed provide otherwise, such rules shall prevail, +provided that they do not contravene domestic laws, administrative regulations, or these Articles of +Association. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 7– + + +--- page 399 --- +Before the announcement of the voting results of the shareholders’ meeting, the convening +shareholders’ shareholding ratio shall not be less than 10%. +Where a shareholders’ meeting is convened by the Audit Committee or shareholders themselves, +the Board of Directors and the Board Secretary shall provide necessary cooperation. The Board shall +provide the shareholder register as of the date of the meeting. +All necessary expenses for a shareholders’ meeting convened by the Audit Committee or +shareholders themselves shall be borne by the Company. +Proposals and Notice of Shareholders’ Meeting +The content of a proposal shall fall within the scope of authority of the shareholders’ meeting, +contain a clear topic and specific resolution matters, and comply with relevant laws, administrative +regulations, the Hong Kong Stock Exchange Listing Rules, securities regulatory rules of the jurisdiction +where the Company’s shares are listed and the Articles of Association. +When the Company convenes a shareholders’ meeting, the Board of Directors, the Audit +Committee, and shareholders individually or jointly holding more than 1% of the Company’s shares +shall have the right to submit proposals to the Company. +Subject to the provisions of the Hong Kong Stock Exchange Listing Rules, shareholders +individually or jointly holding more than 1% of the Company’s shares may submit interim proposals in +writing to the convener no later than ten days before the shareholders’ meeting is held. Upon receipt of +such proposals, the convener shall issue a supplementary notice of the shareholders’ meeting within two +days to inform shareholders of the content of the interim proposals. +Except as provided in the preceding paragraph or in compliance with the requirements of the +Hong Kong Stock Exchange Listing Rules, after the notice of the shareholders’ meeting has been +issued, the convener shall not modify the proposals listed in the notice or add new proposals. +Proposals that are not specified in the notice of the shareholders’ meeting or do not comply with +these Articles of Association shall not be put to vote or adopted by the shareholders’ meeting. +The convener shall notify all shareholders of the annual meeting 21 days prior to its convening, +and of an extraordinary meeting 15 days prior to its convening. +Proxy for the Shareholders’ Meeting +All shareholders listed in the register of shareholders, or their proxies, shall have the right to +attend the shareholders’ meeting and to speak and exercise their voting rights in accordance with +applicable laws, regulations, the Hong Kong Stock Exchange Listing Rules and these Articles of +Association. +Shareholders may attend the shareholders’ meeting in person or appoint a proxy to attend and vote +on their behalf. Unless an individual shareholder is required by the Hong Kong Stock Exchange Listing +Rules to abstain from voting on a particular matter, the proxy of such shareholder may exercise the +following rights in accordance with the shareholder’s mandate: +(1) The right to speak on behalf of the shareholder at the shareholders’ meeting; +(2) The right to demand a poll, either individually or jointly with others; +(3) Subject to any other provisions of relevant laws, administrative regulations, securities +regulatory rules in the place where the Company’s shares are listed, or other securities laws +and regulations, the right to exercise voting rights by show of hands or by poll. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 8– + + +--- page 400 --- +Individual shareholders attending the meeting in person shall present their identity card or other +valid documents or certificates that can verify their identity; where a proxy is appointed to attend the +meeting, the proxy shall present a valid identity document and a shareholder’s power of attorney. +Corporate shareholders or other institutional shareholders shall be represented by their legal +representative (principal)/executive partner in charge of affairs, or by an agent appointed by the legal +representative (principal)/executive partner in charge of affairs to attend the meeting. If the legal +representative (principal)/executive partner in charge of affairs attends the meeting, they shall present +their personal identification card and valid proof demonstrating their status as the legal representative +(principal)/executive partner in charge of affairs. If an agent is appointed to attend the meeting, the +agent shall present their personal identification card and a written power of attorney lawfully issued by +the legal representative (principal)/executive partner in charge of affairs of the corporate or institutional +shareholder (except for the recognized clearing house or its agents). +If the shareholder is a recognized clearing house (or its nominee) as defined by the relevant +ordinances in force in Hong Kong from time to time, such shareholder may authorize one or more +persons it deems appropriate to act as its proxy or representative at any general meeting of shareholders +or any meeting of creditors; provided that if more than one person is authorized, the power of attorney +or authorization document shall specify the number and class of shares to which each such person’s +authorization relates. The person(s) so authorized may attend the meeting on behalf of the recognized +clearing house (or its nominee) (without producing evidence of shareholding, notarized authorization, +and/or further proof of due authorization) and exercise the same statutory rights as other shareholders, +including the rights to speak and vote, as if such person were an individual shareholder of the +Company. +Any shareholder who is entitled to attend the shareholders’ meeting and to vote shall have the +right to appoint one or more persons (who need not be shareholders) as their proxy to attend and vote +on their behalf. A power of attorney issued by a shareholder to authorize another person to attend the +shareholders’ meeting shall specify the following: +(1) The name of the principal and the number of shares held in the Company; +(2) The name of the proxy; +(3) V oting instructions for each proposed resolution on the meeting agenda, specifying “for,” +“against,” or “abstain”; +(4) The issuance date and validity period of the power of attorney; +(5) The signature (or seal) of the principal. If the principal is an institutional shareholder, the +official seal of the institution shall be affixed. +The power of attorney should specify whether the proxy is authorized to vote according to their +own discretion if the shareholder does not provide specific instructions. +The proxy form shall be deposited at the Company’s registered office or at any other place +specified in the notice of the meeting, at least 24 hours before the relevant meeting at which the proxy +is to vote, or at least 24 hours before the designated time for voting. If a proxy is authorized to sign the +proxy voting authorization letter on behalf of the shareholder, the power of attorney or other +authorization documents must be notarized. The notarized power of attorney or other authorization +documents, together with the proxy voting authorization letter, shall be kept at the Company’s domicile +or other location specified in the notice of the meeting. +If the shareholder is a legal person or unincorporated entity, its legal representative or a person +authorized by a resolution of its board of directors or other decision-making body shall attend the +shareholders’ meeting as its representative. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 9– + + +--- page 401 --- +Voting and Resolutions of the Shareholders’ Meeting +Resolutions of the shareholders’ meeting shall be classified into ordinary resolutions and special +resolutions. +An ordinary resolution shall be passed by more than half of the voting rights held by shareholders +(including proxies) attending the shareholders’ meeting. +A special resolution shall be passed by at least two-thirds of the voting rights held by shareholders +(including proxies) attending the shareholders’ meeting. +The following matters shall be resolved by an ordinary resolution of the shareholders’ meeting: +(1) Reports of the Board of Directors; +(2) Profit distribution plans and loss recovery plans formulated by the Board of Directors; +(3) The appointment and removal of members of the Board of Directors (including the removal +of any director before the expiration of their term, provided that such removal shall not +affect any claim for damages that the director may have under any contract) and their +remuneration and method of payment; +(4) The annual report of the Company; +(5) Resolutions regarding the appointment, dismissal, or non-renewal of the engagement of an +accounting firm, or the remuneration of the accounting firm; +(6) Other matters except those required by laws, administrative regulations, the Hong Kong +Stock Exchange Listing Rules and securities regulatory rules of the jurisdiction where the +Company’s shares are listed, or these Articles of Association to be adopted by special +resolution. +The following matters shall be resolved by a special resolution of the shareholders’ meeting: +(1) Increase or decrease of the Company’s registered capital; +(2) Division, spin-off, merger, dissolution, or liquidation; +(3) Amendments to the Articles of Association; +(4) Acquisition or disposal of assets where the total assets involved or transaction amount +exceeds 30% of the Company’s most recently audited total assets within a continuous +twelve-month period; +(5) Equity incentive plans; +(6) Other matters required by laws, administrative regulations, the Hong Kong Stock Exchange +Listing Rules, securities regulatory requirements of the jurisdiction where the Company’s +shares are listed, or these Articles of Association, and matters deemed by an ordinary +resolution of the shareholders’ meeting to have a material impact on the Company and +therefore requiring a special resolution. +The shares held by the Company’s shareholders are all ordinary shares, and there are no shares +with special voting rights. Shareholders (including proxies) shall exercise voting rights based on the +number of voting shares they represent, with one vote per share. When voting, shareholders (including +proxies) who have two or more voting rights are not required to cast all their votes as either in favor, +against, or abstaining. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-10 – + + +--- page 402 --- +When the shareholders’ meeting deliberates on significant matters affecting the interests of +minority investors, the votes of minority investors shall be counted separately. The results of such +separate vote counting shall be disclosed in a timely manner. +Shares held by the Company shall not carry voting rights and shall not be included in the total +number of shares with voting rights present at the meeting. +Where a shareholder acquires shares with voting rights in violation of Article 63, Paragraphs 1 +and 2 of the Securities Law (unless the listing rules and related regulatory rules of the place where the +Company’s shares are listed do not have any mandatory provisions to the contrary, in which case this +shall not apply), the portion of shares exceeding the prescribed ratio shall not carry voting rights for 36 +months from the date of acquisition and shall not be included in the total number of shares with voting +rights present at the meeting. (Applicable after listing) +The Company’s Board of Directors, independent non-executive directors, shareholders holding 1% +or more of the Company’s voting shares, or investor protection institutions established in accordance +with laws, administrative regulations, securities regulatory rules of the jurisdiction where the +Company’s shares are listed or CSRC rules, may solicit shareholders’ voting rights. +When the shareholders’ meeting deliberates on matters involving related-party transactions, the +related shareholders shall abstain from voting, and the voting rights of the shares they represent shall +not be counted in the total number of valid votes. +The announcement of the shareholders’ meeting resolution shall fully disclose the voting situation +of non-associated shareholders. +DIRECTORS AND THE BOARD OF DIRECTORS +Directors +Company directors shall be natural persons. A person who falls under any of the following +circumstances shall not serve as a director of the Company: +(1) a person who has no or limited civil capacity; +(2) a person who has been sentenced for corruption, bribery, embezzlement, misappropriation of +property, or disrupting the socialist market economic order, and the sentence has not expired for +more than five years; or having been deprived of political rights for committing a crime, and the +deprivation has not expired for more than five years; or having been granted probation, where less +than two years have elapsed since the end of the probation period; +(3) a person who has served as a director, factory manager, or general manager of a company or +enterprise that went bankrupt and was liquidated, and being personally liable for the +bankruptcy, where less than three years have elapsed since the completion of the liquidation; +(4) a person who has served as the legal representative of a company or enterprise whose +business license was revoked or which was ordered to close due to legal violations, and +being personally liable for such violations, where less than three years have elapsed since +the business license was revoked; +(5) a person who has a large amount of personal debt that is overdue and unpaid; +(6) a person who is subject to market entry restrictions by the CSRC, where the restriction +period has not yet expired; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 1 1– + + +--- page 403 --- +(7) other circumstances where a person is disqualified from serving as a director under laws, +administrative regulations, the Hong Kong Stock Exchange Listing Rules, the securities +regulatory rules of the place where the Company’s shares are listed, or departmental rules. +If a director is elected or appointed in violation of the provisions of this article, such election, +appointment, or engagement shall be invalid. If a director falls under any of the circumstances listed in +this article during his or her term of office, the Company shall remove him or her from office. +Directors shall be elected or replaced by the shareholders’ meeting, and may be removed by the +shareholders’ meeting before the expiration of their term of office. +Each director shall serve a term of three years and may be re-elected upon the expiry of their +term. Independent non-executive directors shall serve the same term as other directors of the Company. +The term of a director shall commence from the date of assuming office and shall end upon the +expiration of the term of the current board of directors. Where the election of new directors is not +conducted in a timely manner upon expiration of the term, the incumbent directors shall continue to +perform their duties as directors in accordance with laws, administrative regulations, departmental +rules, and these Articles of Association until the newly elected directors assume office. +Where additional or replacement directors are elected before the end of a term, their term shall be +the remaining term of the current board of directors, and shall commence from the date on which the +shareholders’ meeting approves their election and end on the date when newly elected directors are +approved at the expiration of the current board’s term. +A director may concurrently serve as the general manager or other senior management personnel. +However, the number of directors concurrently serving as the general manager or other senior +management personnel, together with directors elected as employee representatives, shall not exceed +one-half of the total number of directors of the Company. +Board of Directors +The Company shall establish a Board of Directors. The Board of Directors shall consist of seven +directors. Board members shall be elected by the shareholders’ meeting in accordance with the law. +Directors shall be classified into executive directors, non-executive directors and independent +non-executive directors, among which there shall be no fewer than three independent non-executive +directors, accounting for at least one-third of the total number of the Board. At least one independent +non-executive director must possess appropriate professional qualifications required by the Hong Kong +Stock Exchange Listing Rules and other regulatory rules or have accounting or relevant financial +management expertise. Additionally, at least one independent non-executive director shall ordinarily +reside in Hong Kong. +The Board of Directors may, as needed, establish special committees such as the Remuneration +and Appraisal Committee, Strategy Committee, Nomination Committee, Audit Committee, and Related +Party Transactions Committee, which shall be accountable to the Board of Directors. +The Board of Directors shall exercise the following powers: +(1) Convene the Shareholders’ Meeting and report its work thereto; +(2) Implement resolutions adopted by the Shareholders’ Meeting; +(3) Decide the Company’s business plans and investment proposals; +(4) Propose profit distribution plans and loss recovery plans; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-12 – + + +--- page 404 --- +(5) Propose plans for increasing or reducing the registered capital of the Company, and for +issuing bonds or other securities and listing; +(6) Subject to the provisions of the securities regulatory rules of the place where the Company’s +shares are listed, draft proposals for significant acquisitions, repurchase of shares, merger, +division, dissolution, or change of company form; +(7) Subject to the provisions of the securities regulatory rules of the place where the Company’s +shares are listed and within the scope of authorization granted by the shareholders’ meeting, +decide on matters such as external investment, acquisition and disposal of assets, asset +pledges, provision of external guarantees, entrusted wealth management, related-party +transactions, and charitable donations; +(8) Decide on the establishment of the Company’s internal management structure; +(9) Decide on the appointment or dismissal of the managers, board secretary, and other senior +management personnel, and determine their remuneration, rewards, and punishments; based +on the nomination of the general manager, decide on the appointment or dismissal of the +company’s deputy general manager, chief financial officer, and other senior management +personnel, and determine their remuneration and matters of rewards and punishments; +(10) Formulate the Company’s basic management systems; +(11) Propose amendments to the Articles of Association; +(12) Manage the Company’s information disclosure affairs; +(13) Submit proposals to the Shareholders’ Meeting on the appointment or replacement of the +accounting firm responsible for auditing the Company; +(14) Hear reports on the work of the General Manager, and supervise the performance; +(15) Other powers stipulated by laws, administrative regulations, departmental rules, the Hong +Kong Stock Exchange Listing Rules, the securities regulatory rules of the place where the +Company’s shares are listed, or this Articles of Association, or granted by the shareholders’ +meeting. +Any matters exceeding the scope of authority conferred by the Shareholders’ Meeting shall be +submitted to the Shareholders’ Meeting for deliberation. +Chairman +The Chairman shall exercise the following powers: +(1) Preside over the Shareholders’ Meetings and convene and preside over the meetings of the +Board of Directors; +(2) Supervise and inspect the implementation of resolutions adopted by the Board of Directors; +(3) Subject to any other provisions in the securities regulatory rules of the place where the +Company’s shares are listed, sign important documents of the Board of Directors and other +documents that should be signed by the Chairman of the Company; +(4) Other powers and authorities granted by the Board of Directors or by laws, administrative +regulations, and the securities regulatory rules of the place where the Company’s shares are +listed. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-13 – + + +--- page 405 --- +The Board of Directors shall convene at least four meetings each year, which shall be convened +by the Chairman. A written notice shall be given to all directors at least fourteen days before the +meeting is held. +Special Committees under the Board +The Company’s Board of Directors establishes an Audit Committee, which exercises the powers of +the Supervisory Board as stipulated by the Company Law. +The Audit Committee shall consist of three members, who must be non-executive directors. The +Audit Committee shall have at least three members, with a majority of independent non-executive +directors. At least one member must be an independent non-executive director with the appropriate +professional qualifications as specified by the securities regulatory rules of the place where the +Company’s shares are listed, or with appropriate expertise in accounting or related financial +management. The convener (i.e., the chairperson) of the committee must be an independent +non-executive director. +The Company’s Board of Directors establishes other special committees such as the Nomination +Committee and the Remuneration Committee, which shall perform their duties in accordance with the +laws and regulations, the Hong Kong Stock Exchange Listing Rules and this Articles of Association and +the authorization granted by the Board of Directors. Proposals from these special committees shall be +submitted to the Board of Directors for deliberation and decision. The working procedures of the +special committees shall be formulated by the Board of Directors. The members of the Remuneration +Committee and the Nomination Committee must have a majority of independent non-executive +directors. The convener (i.e., the chairperson) of the Remuneration Committee must be an independent +non-executive director, and the convener (i.e., the chairperson) of the Nomination Committee must be +the Chairman of the Board or an independent non-executive director. +General Manager and Other Senior Management Members +The Company shall have one General Manager and several Deputy General Managers and other +senior management personnel, who shall be appointed or dismissed by the Board of Directors. +Personnel holding administrative positions (other than as a director or supervisor) in the +Company’s controlling shareholder entity shall not serve as senior management personnel of the +Company. +Senior management personnel of the Company shall receive salaries solely from the Company and +not from the controlling shareholder. +The term of office for the General Manager shall be three years. The General Manager may be +reappointed by the Board of Directors upon expiration of the term. If the General Manager is replaced +during the term, the new term shall commence from the date the Board resolution is passed and end +upon the expiry of the current Board’s term. +The General Manager shall be accountable to the Board of Directors and shall exercise the +following powers and functions: +(1) To preside over the production and operation management of the Company, implement the +resolutions of the Board of Directors, and report work to the Board of Directors; +(2) To organize and implement the Company’s annual business plan and investment programs; +(3) To draft plans for the establishment of the Company’s internal management structure; +(4) To draft the Company’s basic management systems; +(5) To formulate specific regulations of the Company; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-14 – + + +--- page 406 --- +(6) To propose to the Board of Directors the appointment or dismissal of the Deputy General +Manager and the Chief Financial Officer; +(7) To decide on the appointment or dismissal of management personnel other than those to be +appointed or dismissed by the Board of Directors; +(8) Other powers granted by these Articles of Association or the Board of Directors. +The General Manager shall attend meetings of the Board of Directors. +In accordance with the needs of the Company, the General Manager may formulate the General +Manager’s Rules of Procedure, which shall be implemented upon approval by the Board of Directors. +The General Manager may resign before the expiration of the term. The procedures and methods +for resignation shall be governed by the employment contract between the General Manager and the +Company. +The term of office for Deputy General Managers and other senior management personnel shall be +three years. The General Manager shall propose their appointment or dismissal to the Board of +Directors. Deputy General Managers and other senior management personnel shall assist the General +Manager in managing specific aspects of the Company’s operations. The specific division of labor shall +be determined by the General Manager and filed with the Board of Directors. +The Company shall appoint a Board Secretary, who shall be responsible for the preparation of +shareholders’ meetings and board of directors’ meetings, the custody of documents, and the +management of shareholders’ records. The Board Secretary shall also handle matters related to +information disclosure. +The Board Secretary shall comply with applicable laws, administrative regulations, departmental +rules, securities regulatory rules of the jurisdiction where the Company’s shares are listed, the Articles +of Association, and relevant Company policies and procedures. +If any senior management personnel, in the course of performing their duties, violate laws, +administrative regulations, departmental rules, the Hong Kong Stock Exchange Listing Rules, securities +regulatory rules of the jurisdiction where the Company’s shares are listed or the Articles of Association +and cause losses to the Company, they shall be liable for compensation. +Senior management personnel shall perform their duties faithfully and in the best interests of the +Company and all shareholders. If any senior management personnel fail to perform their duties in good +faith or breach their fiduciary obligations, resulting in damage to the interests of the Company or public +shareholders, they shall bear liability for compensation in accordance with the law. +FINANCIAL AND ACCOUNTING SYSTEM +The Company shall, in accordance with laws, administrative regulations, and relevant regulations +of state authorities, establish its financial and accounting systems. Where there are other provisions by +the securities regulatory authorities in the place where the Company’s shares are listed, such provisions +shall prevail. +The Company shall prepare its annual financial accounting report within four months after the end +of each fiscal year and its interim financial accounting report within two months from the end of the +first half of each fiscal year. The aforementioned financial accounting reports shall be prepared and +disclosed in accordance with the provisions of relevant laws, administrative regulations, departmental +rules, the Hong Kong Stock Exchange Listing Rules, and other securities regulatory rules in the place +where the Company’s shares are listed. +The Company shall not establish any accounting books other than the statutory ones. The +Company’s assets shall not be deposited into any account opened in the name of an individual. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-15 – + + +--- page 407 --- +When distributing the profits after tax for the current year, the Company shall allocate 10% of the +profits to the statutory reserve fund. When the statutory reserve fund has accumulated to more than +50% of the Company’s registered capital, no further appropriation is required. +If the statutory reserve fund is insufficient to cover losses from previous years, the Company shall +use the current year’s profits to cover the losses before making appropriations to the statutory reserve +fund in accordance with the preceding paragraph. +After the statutory reserve fund is appropriated from the post-tax profits, the Company may, +pursuant to a resolution of the shareholders’ meeting, appropriate discretionary reserve funds from the +post-tax profits. +The remaining post-tax profits after covering losses and making appropriations to the reserve +funds shall be distributed to shareholders in proportion to the shares held by them, except as otherwise +provided by laws and regulations, the regulatory rules of the place where the Company’s securities are +listed, or this Articles of Association. +If the shareholders’ meeting distributes profits to shareholders in violation of the preceding +paragraph before the Company has covered its losses and made the required appropriations to the +statutory reserve fund, shareholders must return the distributed profits to the Company. +The Company’s own shares held by the Company shall not be entitled to profit distribution. +The Company’s cash dividend policy aims for stable and growing dividends. Subject to the +conditions for profit distribution, the Company may distribute dividends in the form of cash, shares, or +a combination of both, with cash dividends taking precedence over share dividends. +If the Company’s most recent audited report is not an unqualified opinion or is an unqualified +opinion with a significant uncertainty related to going concern, the Company may refrain from profit +distribution. +The reserve fund of the Company shall be used to cover losses, expand production and business +operations, or increase the Company’s capital. +To cover the Company’s losses with surplus funds, the discretionary surplus reserve and the +statutory surplus reserve shall be used first; if the losses still cannot be fully covered, the capital +surplus reserve may be used in accordance with the regulations. +When the statutory reserve fund is converted into capital, the amount retained in the statutory +reserve fund shall not be less than 25% of the Company’s registered capital prior to the conversion. +INTERNAL AUDIT +The Company shall implement an internal audit system, clarifying the leadership structure of +internal audit work, its responsibilities and authorities, personnel allocation, financial support, +application of audit results, and accountability. +The Company’s internal audit system shall be implemented and disclosed externally after approval +by the Board of Directors. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-16 – + + +--- page 408 --- +APPOINTMENT OF ACCOUNTING FIRM +The Company shall engage an accounting firm that meets the requirements set forth in the +Securities Law and the Hong Kong Stock Exchange Listing Rules to conduct audits of the financial +statements, verify net assets, and provide other related consulting services, with the appointment term +being one year, which can be renewed. +The engagement or dismissal of an accounting firm by the Company shall be submitted to the +Board of Directors for deliberation after obtaining the consent of more than half of the members of the +Audit Committee, and shall be decided by the shareholders’ meeting. The appointment, dismissal, and +remuneration (or the method of determining remuneration) of the accounting firm must be decided by +the shareholders’ meeting in the form of an ordinary resolution. The Board of Directors shall not +appoint an accounting firm before the decision of the shareholders’ meeting. +The Company guarantees that it will provide the engaged accounting firm with truthful and +complete accounting vouchers, accounting books, financial reports, and other accounting materials, and +will not refuse, conceal, or falsify any information. +The audit fees of the accounting firm shall be decided by the shareholders’ meeting. +If the Company dismisses or does not renew the engagement of the accounting firm, it must notify +the accounting firm seven days in advance. When the shareholders’ meeting votes on the dismissal of +the accounting firm, the accounting firm shall be allowed to state its opinions. +If the accounting firm resigns, it must explain to the shareholders’ meeting whether there are any +improper circumstances with the Company. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-17 – + + +--- page 409 --- +FURTHER INFORMATION ABOUT THE COMPANY +Establishment of the Company +The Company was established as a limited liability company under the laws of the PRC on April +22, 2020 and was converted into a joint stock limited company under the laws of the PRC on March 24, +2025. The Company’s registered office is located at No. 11, Lane 2777, Jinxiu East Road, Pilot Free +Trade Zone, Shanghai, PRC. +The Company has established a place of business in Hong Kong at 40/F, Dah Sing Financial +Centre, 248 Queen’s Road East, Wanchai, Hong Kong, and has been registered as a non-Hong Kong +company in Hong Kong under Part 16 of the Companies Ordinance. Ms. Au Yeung Lai Yee has been +appointed as our authorized representative for acceptance of service of process and notices in Hong +Kong whose correspondence address is the same as our place of business in Hong Kong. +Changes in the Share Capital of the Company +Save as disclosed in “History, Development and Corporate Structure,” there has been no alteration +in the share capital of the Company within two years immediately preceding the date of this prospectus. +Changes in the Share Capital of Our Subsidiaries +Details of our subsidiaries are set out in “History, Development and Corporate Structure — Our +Major Subsidiary” and Note 1 to the Accountants’ Report as set out in Appendix I to this prospectus. +Save as disclosed below, there has been no alteration in the registered capital of our subsidiaries +within two years immediately preceding the date of this prospectus. +Shanghai Seer Robot Co., Ltd. ( +ʮ̡ ) +On October 15, 2025, Shanghai Seer Robot Co., Ltd. was established under the laws of the PRC +with a registered capital of RMB1,000,000. +Wuxi Seer Intelligent Technology Co., Ltd. (ʮ̡ ) +On April 22, 2025, Wuxi Seer Intelligent Technology Co., Ltd. was established under the laws of +the PRC with a registered capital of RMB10,000,000. +SEER Robotics Europe GmbH +On January 18, 2024, SEER Robotics Europe GmbH was incorporated in the Germany with an +initial share capital of EUR100,000. +Suzhou Seer Intelligent Technology Co., Ltd. (ʮ̡ ) +On March 4, 2026, Suzhou Seer Intelligent Technology Co., Ltd. was established under the laws +of the PRC with a registered capital of RMB10,000,000. +Resolutions of the Shareholders +Pursuant to a general meeting held on May 12, 2025, the Shareholders resolved that, among +others: +(a) the issuance by the Company of H Shares with a nominal value of RMB1.00 each and such +H Shares being listed on the Stock Exchange; +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-1 – + + +--- page 410 --- +(b) the number of H Shares to be issued shall not be more than 25% of the total issued share +capital of the Company as enlarged by the Global Offering (without taking into account of +any H Shares which may be issued upon the exercise of the Offer Size Adjustment Option +and the Over-Allotment Option), and the grant of the Over-allotment Option in respect of not +more than 15% of the number of H Shares initially available under the Global Offering; +(c) subjects to the CSRC’s approval, upon completion of the Global Offering, 100,000,000 +Domestic Shares in aggregate held by 17 Shareholders will be converted into H Shares on a +one-for-one basis; +(d) subject to the completion of the Global Offering, the conditional adoption of the Articles of +Association which shall become effective on the Listing Date, and authorization to the Board +to amend the Articles of Association to the extent necessary in accordance with laws, +regulations and regulatory rules and requirements from relevant government bodies or +regulatory authorities and for the purpose of the Listing; and +(e) authorization of the Board or its authorized individual(s) to handle all matters relating, +among other things, to the Global Offering, the issue and the listing of H Shares on the +Stock Exchange. +FURTHER INFORMATION ABOUT OUR BUSINESS +Summary of Material Contracts +We have entered into the following contracts (not being contracts entered into in the ordinary +course of business) within the two years immediately preceding the date of this prospectus that is or +may be material: +(a) the cornerstone investment agreement dated June 12, 2026 entered into among the Company, +HHLR Advisors, Ltd. and China International Capital Corporation Hong Kong Securities +Limited, pursuant to which HHLR Advisors, Ltd. agreed to subscribe for such number of H +Shares at the Offer Price in an aggregate investment amount of US$15.00 million (excluding +the brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee +in respect of such number of H Shares); +(b) the cornerstone investment agreement dated June 12, 2026 entered into among the Company, +Yuanbao Family Office Limited and China International Capital Corporation Hong Kong +Securities Limited, pursuant to which Yuanbao Family Office Limited agreed to subscribe +for such number of H Shares at the Offer Price in an aggregate investment amount of +US$15.00 million (excluding the brokerage, SFC transaction levy, AFRC transaction levy +and Stock Exchange trading fee in respect of such number of H Shares); +(c) the cornerstone investment agreement dated June 12, 2026 entered into among the Company, +3W Fund Management Limited and China International Capital Corporation Hong Kong +Securities Limited, pursuant to which 3W Fund Management Limited agreed to subscribe for +such number of H Shares at the Offer Price in an aggregate investment amount of US$10.00 +million (excluding the brokerage, SFC transaction levy, AFRC transaction levy and Stock +Exchange trading fee in respect of such number of H Shares); +(d) the cornerstone investment agreement dated June 12, 2026 entered into among the Company, +GF Fund Management Co., Ltd. (ʮ̡ ) and China International Capital +Corporation Hong Kong Securities Limited, pursuant to which GF Fund Management Co., +Ltd. agreed to subscribe for such number of H Shares at the Offer Price in an aggregate +investment amount of US$3.00 million (excluding the brokerage, SFC transaction levy, +AFRC transaction levy and Stock Exchange trading fee in respect of such number of H +Shares); +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-2 – + + +--- page 411 --- +(e) the cornerstone investment agreement dated June 12, 2026 entered into among the Company, +GF International Investment Management Limited (ʮ̡ ) and China +International Capital Corporation Hong Kong Securities Limited, pursuant to which GF +International Investment Management Limited agreed to subscribe for such number of H +Shares at the Offer Price in an aggregate investment amount of US$3.00 million (excluding +the brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee +in respect of such number of H Shares); +(f) the cornerstone investment agreement dated June 12, 2026 entered into among the Company, +Ruihua (International) Investment Limited ( ๿ശ(਷ყ)ʮ̡ ) and China +International Capital Corporation Hong Kong Securities Limited, pursuant to which Ruihua +(International) Investment Limited agreed to subscribe for such number of H Shares at the +Offer Price in an aggregate investment amount of US$5.00 million (excluding the brokerage, +SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee in respect of +such number of H Shares); +(g) the cornerstone investment agreement dated June 12, 2026 entered into among the Company, +Splendid Zhonghe (Tianjin) Investment Management Co., Ltd. ( ᎀᔐʕձ (ݵ)ҳ༟၍ଣϞ +ʮ̡) and China International Capital Corporation Hong Kong Securities Limited, +pursuant to which Splendid Zhonghe (Tianjin) Investment Management Co., Ltd. agreed to +subscribe for such number of H Shares at the Offer Price in an aggregate investment amount +of US$3.00 million (excluding the brokerage, SFC transaction levy, AFRC transaction levy +and Stock Exchange trading fee in respect of such number of H Shares); +(h) the cornerstone investment agreement dated June 12, 2026 entered into among the Company, +Yishao Capital Management (HK) Limited and China International Capital Corporation Hong +Kong Securities Limited, pursuant to which Yishao Capital Management (HK) Limited +agreed to subscribe for such number of H Shares at the Offer Price in an aggregate +investment amount of US$3.00 million (excluding the brokerage, SFC transaction levy, +AFRC transaction levy and Stock Exchange trading fee in respect of such number of H +Shares); +(i) the cornerstone investment agreement dated June 12, 2026 entered into among the Company, +Nova Kerry Inc. and China International Capital Corporation Hong Kong Securities Limited, +pursuant to which Nova Kerry Inc. agreed to subscribe for such number of H Shares at the +Offer Price in an aggregate investment amount of US$2.00 million (excluding the brokerage, +SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee in respect of +such number of H Shares); and +(j) the Hong Kong Underwriting Agreement. +Intellectual Property Rights +Trademarks +As of the Latest Practicable Date, we had registered the following trademarks which we +considered to be material to our business: +No. Trademark +Registration +number Registered owner Place of registration Class Expiry date +1. + 72516196 Shanghai Seer Soft PRC 7 March 20, 2034 +2. + 39465390 Shanghai Seer Soft PRC 7 October 6, 2030 +3. + 75403238 The Company PRC 7 May 13, 2034 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-3 – + + +--- page 412 --- +No. Trademark +Registration +number Registered owner Place of registration Class Expiry date +4. + 75379682 The Company PRC 12 May 13, 2034 +5. + 75389954 The Company PRC 9 May 13, 2034 +6. + 57079472 The Company PRC 9 January 20, 2032 +7. + 57085956 The Company PRC 7 January 20, 2032 +8. + 47415005 The Company PRC 7 June 20, 2031 +9. + 019005329 The Company Europe 7, 9, 12, +35 +March 27, 2034 +10. + 88219962 The Company PRC 35 April 20, 2036 +Patents +As of the Latest Practicable Date, we had registered the following patents which we considered to +be material to our business: +No. Patent name Patent holder Patent number +Place of +registration Patent type +Patent application +date +1. Autonomous Transportation Robot (AMB-300XS-1) +(ೌɛย༶ዚኜɛ +(AMB-300XS-1)) ............... +The Company 2023305519236 PRC Design August 28, 2023 +2. Navigation Controller (SRC-880) +(ኬঘછՓኜ (SRC-880)) ............ +The Company 2023302914996 PRC Design May 17, 2023 +3. Navigation Controller (SRC-2000-F(S)) ( ኬঘછՓ +ኜ(SRC-2000-F(S))) .............. +The Company 2023300257241 PRC Design February 3, 2023 +4. Transportation Vehicle (SLFCBD-15) +(༶፩ԓ(SLFCBD-15)) ............ +The Company 202330136472X PRC Design March 21, 2023 +5. Forklift (SLFCDD-16) ( ɸԓ +(SLFCDD-16)) ................ +The Company 2023301364838 PRC Design March 21, 2023 +6. Safety-function Controller (SRC3000FSPRO) ( ̌ঐτ +ΌછՓኜ +(SRC3000FSPRO)) .............. +The Company 2022308009584 PRC Design November 30, +2022 +7. Robot clamping device and its clamping method, +carrier plate cassette, and integrated robots ( ɓ၇ዚ +ଷeልΥዚኜ +ɛ) .................... +The Company 2022101991913 PRC Invention March 2, 2022 +8. Method, storage medium and electronic equipment for +stitching maps (eπᎷʧሯձཥɿண +௪) .................... +The Company 2025100751422 PRC Invention January 17, 2025 +9. Method, system and storage medium for collaborative +planning of motion paths of robots ( ɓ၇ዚኜɛ༶ਗ +ʿӻ୕eπᎷʧሯ ) ...... +The Company 2024112907009 PRC Invention September 14, +2024 +10. Method, system and storage medium for correcting the +deviation of loading and unloading of carton +transport robots (͍˙ +ʿӻ୕eπᎷʧሯ ) ............. +The Company 2024111072952 PRC Invention August 13, 2024 +11. Method, navigation server and readable storage +medium for multi-agent path planning based on +floating resources (ε౽ঐ᜗༩ +ਕኜʿ̙ᛘπᎷʧሯ ) .... +The Company 2021115955373 PRC Invention December 24, 2021 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-4 – + + +--- page 413 --- +No. Patent name Patent holder Patent number +Place of +registration Patent type +Patent application +date +12. Method, device and storage medium for degeneracy +concatenation of trajectories containing straight +paths (eༀໄ +ʿՉπᎷʧሯ ) ................ +The Company 202 1111512499 PRC Invention September 29, +2021 +13. Laser SLAM method and its readable storage medium +based on phase correlation method and factor +diagram (ዧΈ +SLAMʿՉ̙ᛘπᎷʧሯ ) ......... +The Company 2021106895299 PRC Invention June 21, 2021 +14. Method, system, device and storage medium for object +pose estimation of monocular cameras ( ఊͦᙲ྅᎘ +eӻ୕eண௪ʿπᎷʧሯ ) ... +The Company 2021110254184 PRC Invention September 2, 2021 +15. Method, system and storage medium for collaborative +cargo transport control of multi-robot ( ɓ၇εዚኜɛ +ʿӻ୕eπᎷʧሯ ) ...... +The Company 2024100131105 PRC Invention January 4, 2024 +16. Method and device for automatically updating maps +for mobile robots (ٙ +ʿༀໄ ) ................. +The Company 2021106886849 PRC Invention June 21, 2021 +17. Tracking method, system, and storage medium for 3D +moving objects ( ɓ၇3Dʿӻ୕e +πᎷʧሯ) .................. +The Company 2024100486564 PRC Invention January 12, 2024 +18. Method and device for 3D hand-eye calibration of +mobile robots ( ɓ၇୅ਗዚኜɛ 3Dʿ +ༀໄ) ................... +The Company 2021106895301 PRC Invention June 21, 2021 +19. Method and system for 3D grasping of integrated +robots based on Object Planar Features (ي׵ +ልΥዚኜɛ 3Dʿӻ୕ ) ... +The Company 202210746771X PRC Invention June 28, 2022 +20. Method, system, and storage medium for recognition +and localization based on neural network (׵ +ʿӻ୕eπᎷʧሯ ) ... +The Company 2023116081760 PRC Invention November 29, +2023 +21. Method, system, and storage medium for steering angle +compensation calibration of single steering-wheel +mobile robots (ج +ʿӻ୕eπᎷʧሯ ) .............. +The Company 2023117424503 PRC Invention December 18, 2023 +22. Method, system, and storage medium for calibration +data correction of robotic arms (ᅰ +ʿӻ୕dπᎷʧሯ ) ......... +The Company 202311472397X PRC Invention November 7, 2023 +23. Path planning method for autonomous driving devices +(ج) ....... +The Company 2021107480315 PRC Invention July 1, 2021 +24. Method, system and storage medium for detecting the +failure of 2D laser localization ( ɓ၇Ꮸ಻ +2D֛ +ʿӻ୕eπᎷʧሯ ) ........ +The Company 2023110983840 PRC Invention August 29, 2023 +25. Method and system for acquiring long-distance QR +code and its object spatial pose ( ɓ၇Ⴣ൷ɚၪᇁʿ +ʿӻ୕ ) ........ +The Company 2023111217618 PRC Invention September 1, 2023 +26. Method, system and storage medium for evaluating the +quality of 2D laser localization ( ɓ၇2DЗሯ +ʿӻ୕eπᎷʧሯ ) ......... +The Company 2023109648856 PRC Invention August 2, 2023 +27. Method, system and storage medium for cross-regional +path planning (ʿӻ୕eπ +Ꮇʧሯ) ................... +The Company 2023108822446 PRC Invention July 18, 2023 +28. Method, device and storage medium for optimizing the +curvature-continuous splicing of navigation path +segments containing circular arc (ኬঘ༩ +eༀໄʿπᎷʧሯ ) . +The Company 202 1111517613 PRC Invention September 29, +2021 +29. Method, system and storage medium for 2D hand-eye +calibration of four-axis robotic arm ( ɓ၇̬ൿዚ૛ +ᑑ2Dʿӻ୕eπᎷʧሯ ) ...... +The Company 2023109415771 PRC Invention July 28, 2023 +30. Method, system and storage medium for scheduling +transportation distribution tasks ( ɓ၇༶፩ʱᅡ΂ਕ +ʿӻ୕eπᎷʧሯ ) .......... +The Company 2023106412983 PRC Invention June 1, 2023 +31. Method and system for planning robot detour paths on +navigation routes (ɪ஝ྌዚኜɛᔎ +ʿӻ୕ ) ............. +The Company 2023108320435 PRC Invention July 7, 2023 +32. Method, system and storage medium for automatic +calibration of robotic arm tool coordinates ( ɓ၇ዚ +ʿӻ୕eπᎷʧሯ ) . +The Company 2023106885845 PRC Invention June 12, 2023 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-5 – + + +--- page 414 --- +No. Patent name Patent holder Patent number +Place of +registration Patent type +Patent application +date +33. Method, system and storage medium for automatic +hand-eye calibration (ʿӻ୕ +eπᎷʧሯ ) ................. +The Company 2023106875487 PRC Invention June 12, 2023 +34. Method, system and storage location management +system for visually detecting hollow targets (٤ +З၍ଣӻ୕ ) .. +The Company 202310555439X PRC Invention May 17, 2023 +35. Method and system for precise 6-degree-of-freedom +(6DoF) positioning of 3D targets ( ɓ၇3Dͦᅺ6DoF +ʿӻ୕ ) ............. +The Company 2023105512128 PRC Invention May 16, 2023 +36. Method, system and storage medium for updating maps +based on positioning pose as constraints (З +ʿӻ୕eπᎷʧሯ ) .. +The Company 2023102614399 PRC Invention March 17, 2023 +37. Method, system and storage medium for calibrating the +installation position of the steering wheel on a +mobile robot (ج +ʿӻ୕eπᎷʧሯ ) .............. +The Company 2023102750783 PRC Invention March 21, 2023 +38. Method, system and storage medium for detecting the +status of storage location based on the generative +adversarial networks (З +ʿӻ୕eπᎷʧሯ ) ........ +The Company 2023102779917 PRC Invention March 21, 2023 +39. Method, system and storage medium for automatically +updating maps (ʿӻ୕eπ +Ꮇʧሯ) ................... +The Company 2023102770537 PRC Invention March 21, 2023 +40. Method, system, device and storage medium for jointly +calibrating parameters of mobile robots ( ୅ਗዚኜɛ +ʿӻ୕eண௪eπᎷʧሯ ) .. +The Company 2023103176090 PRC Invention March 29, 2023 +41. Method, system and storage medium for guiding the +interaction between robotic arm and backpack ( ɓ၇ +ʿӻ୕eπᎷʧ +ሯ) .................... +The Company 2023102612393 PRC Invention March 17, 2023 +42. Inbound and outbound method and system based on +visual recognition (၍ଣ +ʿӻ୕ ) ................. +The Company 2023100513849 PRC Invention February 2, 2023 +43. Visual positioning method and system and integrated +robots based on 2DMarker (׵2DMarkerൖ +ձӻ୕eልΥዚኜɛ ) ........ +The Company 202211463733X PRC Invention November 17, +2022 +44. Multi-line laser positioning method and positioning +device, computer device and storage medium ( εᇞ +ၑዚண௪eπᎷʧሯ ) +The Company 2022114967838 PRC Invention November 28, +2022 +45. Visual information anti-shake method, and management +method and system for warehousing location status +(ʿ +ӻ୕) ................... +The Company 2022115045391 PRC Invention November 29, +2022 +46. Three-dimensional warehousing system and its cargo +handling and warehousing method (Ꮇӻ +ج) ............. +The Company 202111259988X PRC Invention October 28, 2021 +47. Mapping method and device and storage medium based +on single-line LiDAR (ܔٙ +ʿༀໄeπᎷʧሯ ) ........... +The Company 2022111781983 PRC Invention September 27, +2022 +48. Path generation method, system and storage medium +for mobile robots based on NURBS (׵ +NURBSeӻ୕ʿπᎷʧ +ሯ) .................... +The Company 202211283896X PRC Invention October 20, 2022 +49. Mobile robot autonomous obstacle avoidance planning +method and its task scheduling system ( ɓ၇୅ਗዚ +ӻ୕ ) .... +The Company 2022111071429 PRC Invention September 13, +2022 +50. Intelligent guidance method and guidance device for +the blind (ண௪ ) ..... +The Company 2022111410771 PRC Invention September 20, +2022 +51. 3D storage location status detection method and +system based on deep learning (ٙ +3Dʿӻ୕ ) .......... +The Company 2022110165734 PRC Invention August 24, 2022 +52. Speed planning method and storage medium for +smooth curved paths (ܓ +eπᎷʧሯ ) ............. +The Company 2022107810254 PRC Invention July 5, 2022 +53. Path planning method and device for smoothly +returning a mobile robot to a given trajectory ( ɓ၇ +ʿༀ +ໄ) .................... +The Company 2022100836041 PRC Invention January 25, 2022 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-6 – + + +--- page 415 --- +No. Patent name Patent holder Patent number +Place of +registration Patent type +Patent application +date +54. Licence plate recognition method and its system and +readable storage medium (ʿՉӻ +୕e̙ᛘπᎷʧሯ ) .............. +The Company 2021112882510 PRC Invention November 2, 2021 +55. Multi-segment navigation path curvature-continuous +splicing optimization processor, method and storage +medium (ટᎴʷஈଣዚe +ʿπᎷʧሯ ) ............... +The Company 2021112379466 PRC Invention October 25, 2021 +56. Describable-shapes-based point cloud precise +positioning method, device and storage medium ( ਿ +eༀໄʿπᎷʧ +ሯ) .................... +The Company 2021112379771 PRC Invention October 25, 2021 +57. A warehousing and freight robot and its loading +method (ج) ... +The Company 2021112600035 PRC Invention October 28, 2021 +58. Method for surface shape recognition and positioning +based on 3D sensor (׵3Dᗆ +ج) ................ +The Company 2022107489920 PRC Invention June 28, 2022 +59. Gantry-type handling robot and cargo loading control +method (༱ༀછՓ +ج).................... +The Company 2022111291895 PRC Invention September 16, +2022 +60. Method, system and storage medium for robot TCP +calibration based on primitive geometric elements +(ዚኜɛ TCPʿ +ӻ୕eπᎷʧሯ ) ............... +The Company 202310570842X PRC Invention May 19, 2023 +61. Method, system and storage medium for ensuring +consistency of multiple robots (ღεዚኜɛՑ +ʿӻ୕eπᎷʧሯ ) ....... +The Company 2025105005601 PRC Invention April 21, 2025 +62. Method and system for pallet recognition and +positioning based on 3D sensor (׵3Dช಻ኜ +eӻ୕ ) ......... +The Company 2022107507134 PRC Invention June 28, 2022 +63. A normally closed fork tip collision sensing device, +front fork arm, and forklift invention (ɸ +׼) ...... +The Company 2023106758924 PRC Invention June 8, 2023 +64. A normally open fork tip collision sensing device, +front fork arm, and forklift invention (ɸ +׼) ...... +The Company 2023106750091 PRC Invention June 8, 2023 +65. A pallet box storage rack and its storage method, and a +composite robot invention (ʿ +׼) ......... +The Company 2022105578737 PRC Invention May 19, 2022 +66. A method and system for creating and locating +long-range QR code maps using laser positioning +(e +׼).................. +The Company 2023111242501 PRC Invention September 1, 2023 +67. A Steering Angle Compensation Calibration Method +and System for a Multi-Steer-Wheel Robotic Mobile +Chassis (֛ +ʿՉӻ୕ ) ................ +The Company 2026100443642 PRC Invention January 14, 2026 +68. A Method, System, and Storage Medium for Robot +Calibration Based on Optical Motion Capture +(ʿӻ୕e +πᎷʧሯ) .................. +The Company 2026100385651 PRC Invention January 13, 2026 +Copyrights +As of the Latest Practicable Date, we had the following copyrights which we considered to be +material to our business: +No. Copyright name Registered owner Registration number Place of registration Registration date +1. 3D Robot Visualization Software (3D ዚኜɛ̙ൖʷ +ழ΁) .................. +Shanghai Seer Soft 2024SR1817564 PRC November 18, 2024 +2. QuickGo Single-vehicle Application System +(QuickGo ఊԓᏐ͜ӻ୕ ) ........... +Shanghai Seer Soft 2024SR1726265 PRC November 7, 2024 +3. M4 Smart Logistics Management System (M4ي +၍ଣӻ୕ ) ................ +Shanghai Seer Soft 2024SR0955796 PRC July 8, 2024 +4. Roboshop Robot Software (Roboshop ዚኜɛழ΁ ).. Shanghai Seer Soft 2020SR0911880 PRC August 11, 2020 +5. ̀ʈ౽ঐ Robot Scheduling System Software ( ̀ʈ +ӻ୕ழ΁ ) .......... +The Company 2022SR0923816 PRC July 13, 2022 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-7 – + + +--- page 416 --- +No. Copyright name Registered owner Registration number Place of registration Registration date +6. Robot Map Visualization Software ( ዚኜɛήྡ̙ൖ +ʷழ΁) .................. +The Company 2023SR0247020 PRC February 15, 2023 +7. 3D Digital Robot Software (3D ᅰοᛀ͛ழ΁ ) ... The Company 2023SR0297477 PRC March 3, 2023 +8. Integrated Warehouse System (ৣɓ᜗ʷӻ୕ ) .. The Company 2023SR0297533 PRC March 3, 2023 +9. One-stop Log Visualization and Analysis Software +from Seer Soft (ழ΁ ) . +Shanghai Seer Soft 2023SR1087557 PRC September 18, 2023 +Domain Names +As of the Latest Practicable Date, we had registered the following internet domain names which +we considered to be material to our business: +No. Domain name Owner Expiry date +1. seer-group.com ............................... The Company June 4, 2027 +2. seer-group.cn ................................ The Company June 4, 2027 +3. seer-robotics.cn ............................... The Company August 30, 2027 +4. seer-robotics.com .............................. The Company August 30, 2027 +5. seer-robotics.ai ............................... The Company March 3, 2027 +6. general-humanoid-robots.ai ........................ The Company March 20, 2028 +FURTHER INFORMATION ABOUT THE DIRECTORS AND SUBSTANTIAL SHAREHOLDERS +Particulars of Directors’ Service Contracts +We have entered into a service contract or a letter of appointment with each of the Directors in +respect of, among others, (i) term of service, (ii) termination, (iii) compliance with the relevant laws +and regulations and (iv) observance of the Articles of Association. The service contracts and letters of +appointment may be renewed in accordance with the Articles of Association and the applicable laws, +rules and regulations from time to time. +Save as disclosed above, none of the Directors has or is proposed to have a service contract with +any member of the Group. +Remuneration of Directors +For details of the remuneration of Directors, see “Directors and Senior Management — Directors’ +and Supervisors’ Remuneration and Remuneration of the Five Highest-paid Individuals” and Note 9 and +10 to the Accountant’s Report in Appendix I. +Employee Incentive Scheme +The following is a summary of the principal terms of our employee incentive scheme adopted on +November 30, 2022 (“ Employee Incentive Scheme ”). The Employee Incentive Scheme is not subject +to the provisions of Chapter 17 of the Listing Rules as it does not involve the grant of Shares or the +grant of options by the Company to subscribe for the Shares after the Listing. +Purpose +The purpose of the Employee Incentive Scheme is to incentivize and retain key employees, +motivating them to contribute to the long-term development of the Company. The Employee Incentive +Scheme aligns the interests of employees with the Company’s strategic objectives and performance +goals, enhancing employee engagement, and fostering a sense of ownership within the Company. +Administration +The Employee Incentive Scheme is administered by the general manager of the Company or other +individuals authorized by the Board (the “ Administrator ”), as authorized by the Shareholders’ meeting, +who are responsible for determining the participants, the corresponding grant amounts and proportions, +as well as managing and executing the details of the Employee Incentive Scheme. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-8 – + + +--- page 417 --- +Participants +The participants under the Employee Incentive Scheme primarily include core and key employees +of the Company, who continuously undertake significant responsibilities and make important or +outstanding contributions in areas such as the formulation and implementation of the Company’s +development strategy, capital operations and investment activities, business operations and management, +technological innovation, and product development. The eligibility of the participants under the +Employee Incentive Scheme is determined by the Administrator in accordance with the provisions set +forth in the Employee Incentive Scheme, which is primarily based on the Company’s development +needs and a comprehensive assessment of each participant’s performance and contribution. +Grant of Incentive Awards +We have established two employee incentive platforms (the “ Employee Incentive Platforms ”), +namely Shanghai Xianyi and Shanghai Xianwu, to implement the Employee Incentive Scheme. As of +the Latest Practicable Date, the Employee Incentive Platforms held in aggregate 20,284,257 Shares, +representing approximately 20.28% of the share capital of the Company. For details of the Employee +Incentive Platforms, see “History, Development and Corporate Structure — Employee Incentive +Platforms” in this prospectus. +The eligible participants under the Employee Incentive Scheme are granted awards in the form of +limited partnership interests in the Employee Incentive Platforms (the “ Incentive Awards ”), thereby +indirectly holding the Shares in the Company by virtue of their capacity as limited partners of the +Employee Incentive Platforms. All participants agree that Mr. Zhao, the general partner of the +Employee Incentive Platforms, shall exercise the voting rights attached to the Shares held by the +Employee Incentive Platforms. +Subscription Price and Lock-up of Incentive Awards +The subscription price of the Incentive Awards (the “ Subscription Price ”) shall be determined or +adjusted at the discretion of the Administrator, taking into account factors such as the valuation from +the Company’s previous rounds of financing, the specific circumstances of the participants, the +Company’s ongoing business progress, and relevant industry practices, as specified in the grant +agreement signed by the participant. Participants should use legally sourced personal or self-raised +funds to pay the Subscription Price. +The lock-up period for the Incentive Awards, subject to the participant’s annual performance +assessment and individual circumstances, will be determined as outlined in the grant agreement of the +participant. During the lock-up period, participants are prohibited from disposing of their Incentive +Awards, including but not limited to transferring, pledging, gifting, setting up trust rights, encumbering, +dividing their holdings through divorce, or exiting the Employee Incentive Platforms. +Details of the Incentive Awards Granted +As of the Latest Practicable Date, all of the Incentive Awards have been fully granted and vested, +and there was an aggregate number of 20 and 82 participants holding partnership interests in Shanghai +Xianyi and Shanghai Xianwu, respectively. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-9 – + + +--- page 418 --- +Shanghai Xianyi is a limited partnership established in the PRC on December 30, 2020 and +managed by its general partner, Mr. Zhao. As of the Latest Practicable Date, Shanghai Xianyi had 19 +limited partners and none of the limited partners holds more than 10.0% limited partnership interests in +Shanghai Xianyi. Details are set out as follows: +Name Position +Approximate +partnership +interests +Approximate +number of Shares +corresponding to +the Incentive +Awards held by the +participant +General partner +Mr. Zhao ............ Chairman of the Board, executive Director and +chief executive officer of the Company +64.82% 10,022,230 +Limited partners +Mr. Zhang Xing ........ Chief financial officer of the Company 1.87% 289,807 +Other 18 employees of the +Group ............ +Key employees of the Group who are eligible +under the Employee Incentive Scheme +33.31% 5,149,080 +Total .............. 100.00% 15,461,117 +Shanghai Xianwu is a limited partnership established in the PRC on October 8, 2021 and managed +by its general partner, Mr. Zhao. As of the Latest Practicable Date, Shanghai Xianwu had three limited +partners, the details of whom are set out as follows: +Name Position +Approximate +partnership +interests +Approximate +number of Shares +corresponding to +the Incentive +Awards held by the +participant +General partner +Mr. Zhao ............ Chairman of the Board, executive Director and +chief executive officer of the Company +13.28% 640,623 +Limited partners +Mr. Ye Yangsheng ....... Executive Director and head of the digital R&D +center of the Company +0.02% 1,069 +Suzhou Xianwu +No. 1 (1) ........... +N/A 37.36% 1,801,754 +Suzhou Xianwu +No. 2 (2) ........... +N/A 49.34% 2,379,694 +Total .............. 100.00% 4,823,140 +(1) As of the Latest Practicable Date, Suzhou Xianwu No. 1 had one general partner and 45 limited partners, with (i) Mr. +Zhao, as the general partner, holding approximately 5.60% partnership interest and (ii) other 45 employees of the Group +holding in aggregate approximately 94.40% limited partnership interest, respectively. None of the limited partners of +Suzhou Xianwu No. 1 holds more than 10% limited partnership interest. +(2) As of the Latest Practicable Date, Suzhou Xianwu No. 2 had one general partner and 35 limited partners, with (i) Mr. +Zhao, as the general partner, holding approximately 1.79% partnership interest, (ii) Mr. Fan Siqi, the secretary to the +Board, head of the securities affairs and director of investment and financing department of the Company, holding +approximately 6.43% limited partnership interest, (iii) Mr. Zhang Wenting, Mr. Zhang Tengyu and Mr. Huang Qiangsheng, +all of whom are research and development team members of the Company, each holding approximately 23.60% limited +partnership interest, and (iv) other 31 employees of the Group, holding in aggregate approximately 20.97% limited +partnership interest and none of them holding more than 10% limited partnership interest. +Disclosure of Interests +Interests of the Directors and Chief Executive of the Company +Save as disclosed below, immediately following the completion of the Global Offering (assuming +no exercise of the Offer Size Adjustment Option or the Over-allotment Option) and the conversion of +the Domestic Shares into H Shares, so far as the Directors are aware, none of the Directors, or chief +executive of the Company will have any interest and/or short position (as applicable) in the Shares, +underlying Shares or debentures of the Company or our associated corporation (within the meaning of +Part XV of the SFO) which will be required to be notified to the Company and the Stock Exchange +pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-10 – + + +--- page 419 --- +are taken or deemed to have under such provisions of the SFO) or which will be required, pursuant to +Section 352 of the SFO, to be entered in the register referred to therein, or which will be required, +pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in +Appendix C3 to the Listing Rules to be notified to the Company and the Stock Exchange, once the H +Shares are listed on the Stock Exchange. +Name Position Nature of interest +Number and +description of +Shares held +Approximate +percentage of +shareholding in the +relevant type of +Shares (1) +Approximate +percentage of +shareholding in the +total share capital of +the Company (1) +Mr. Zhao ......... Chairman of the Board, executive +Director, and chief executive officer +of the Company +Beneficial owner 17,050,617 H Shares 15.43% 15.43% +Interest in controlled +corporation +(2) +35,835,081 H Shares 32.43% 32.43% +Mr. Ye Yangsheng ..... Executive Director Interest in controlled +corporation (3) +4,265,688 H Shares 3.86% 3.86% +Mr. Wang Qun ....... Executive Director Interest in controlled +corporation (4) +3,324,871 H Shares 3.01% 3.01% +(1) The calculation is based on the total number of 110,497,300 H Shares in issue upon Listing comprising (i) an aggregate of +100,000,000 H Shares to be converted from the Domestic Shares and (ii) 10,497,300 H Shares to be issued pursuant to the +Global Offering (without taking into account the H Shares which may be issued upon the exercise of the Offer Size +Adjustment Option and the Over-allotment Option). +(2) As of the Latest Practicable Date, Mr. Zhao was the respective general partner of Shanghai Xianyi, Shanghai Xiansan, +Shanghai Xianwu, Shanghai Xianliu and Shanghai Xianqi. As a result, Mr. Zhao is deemed to be interested in the +35,835,081 Shares held by Shanghai Xianyi, Shanghai Xiansan, Shanghai Xianwu, Shanghai Xianliu and Shanghai Xianqi +under the SFO. +(3) As of the Latest Practicable Date, Mr. Ye Yangsheng held approximately 99.99% limited partnership interest in Shanghai +Xianqi. As a result, Mr. Ye Yangsheng is deemed to be interested in the 4,265,688 Shares held by Shanghai Xianqi under +the SFO. +(4) As of the Latest Practicable Date, Mr. Wang Qun held approximately 99.99% limited partnership interest in Shanghai +Xianliu. As a result, Mr. Wang Qun is deemed to be interested in the 3,324,871 Shares held by Shanghai Xianliu under the +SFO. +Interests of substantial Shareholders +Save as disclosed in “Substantial Shareholders” in this prospectus, the Directors are not aware of +any other person (other than the Directors or chief executive of the Company) who will, immediately +following the completion of the Global Offering (assuming no exercise of the Offer Size Adjustment +Option or the Over-allotment Option) and the conversion of the Domestic Shares into H Shares, have an +interest and/or short position in the Shares or underlying Shares which would fall to be disclosed to the +Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or +who is, directly or indirectly, interested in 10% or more of the nominal value of any class of share +capital carrying rights to vote in all circumstances at general meetings of the Company or any other +member of the Group. +Agency Fees or Commissions Received +The Underwriters will receive an underwriting commission in connection with the Underwriting +Agreements. See “Underwriting — Underwriting Arrangements and Expenses — Total Commission and +Expenses.” Save in connection with the Underwriting Agreements, no commissions, discounts, +brokerages or other special terms have been granted by the Group to any person (including the +Directors, promoters and experts referred to in “— Other Information — Qualifications of Experts” +below) in connection with the issue or sale of any capital or security of the Company or any member of +the Group within the two years immediately preceding the date of this prospectus. +Within the two years immediately preceding the date of this prospectus, no commission has been +paid or is payable for subscription, agreeing to subscribe, procuring subscription or agreeing to procure +subscription for any share in or debentures of the Company. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-11 – + + +--- page 420 --- +Disclaimers +(a) None of the Directors nor any of the experts referred to in “Qualifications of Experts” below +has any direct or indirect interest in the promotion of, or in any assets which have been, +within two years immediately preceding the date of this prospectus, acquired or disposed of +by, or leased to, any member of the Group, or are proposed to be acquired or disposed of by, +or leased to, any member of the Group; +(b) Save in connection with the Underwriting Agreements, none of the Directors nor any of the +experts referred to “Qualifications of Experts” below is (i) materially interested in any +contract or arrangement subsisting at the date of this prospectus which is interested legally +or beneficially in any shares in any member of the Group; or (ii) has any right (whether +legally enforceable or not) to subscribe for or to nominate persons to subscribe for any +securities in any member of the Group; and +(c) None of the Directors or their respective close associates or the Shareholders who to the +knowledge of the Directors are interested in more than 5% of our issued share capital has +any interest in our top five customers or suppliers during the Track Record Period. +OTHER INFORMATION +Estate Duty +The Directors have been advised that no material liability for estate duty is likely to fall on our +Company or any of our subsidiaries. +Litigation +As of the Latest Practicable Date, no member of the Group was involved in any litigation, +arbitration, administrative proceedings or claims of material importance, and so far as the Directors are +aware, no litigation, arbitration, administrative proceedings or claims of material importance are +pending or threatened against any member of the Group. +Sole Sponsor +The Sole Sponsor has made an application on our behalf to the Listing Committee for the listing +of, and permission to deal in, the H Shares. The Sole Sponsor satisfies the independence criteria +applicable to sponsor set out in Rule 3A.07 of the Listing Rules. The Sole Sponsor will receive an +aggregate fee of US$600,000 to act as the sponsor to the Company in connection with the Listing. +Preliminary Expense +The Company did not incur any material preliminary expense. +Promoters +The promoters of the Company are all then 16 shareholders of the Company as of March 24, 2025 +before our conversion into a joint stock company with limited liability. Within the two years +immediately preceding the date of this prospectus, no cash, securities or other benefit has been paid, +allotted or given nor are any proposed to be paid, allotted or given to any promoters in connection with +the Global Offering or the related transactions described in this prospectus. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-12 – + + +--- page 421 --- +Qualifications of Experts +The qualifications of the experts who have given opinions or advice in this prospectus are as +follows: +Name Qualification +China International Capital +Corporation Hong Kong Securities +Limited +A licensed corporation to conduct Type 1 (dealing in +securities), Type 2 (dealing in futures contracts), Type 4 +(advising on securities), Type 5 (advising on futures contracts) +and Type 6 (advising on corporate finance) regulated activities +under the SFO +Ernst & Young Certified public accountants and registered public interest +entity auditor +AllBright Law Offices Legal advisor as to PRC law +China Insights Industry Consultancy +Limited +Independent industry consultant +Hogan Lovells Legal advisor as to International Sanctions law +Consents of Experts +Each of the experts referred to in “Qualification of Experts” above has given and has not +withdrawn its written consent to the issue of this prospectus with the inclusion of its reports, letters, +advice or opinions (as the case may be) and the references to its name included herein in the form and +context in which they are included. +Taxation of Holders of H Shares +The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty. The current +rate charged on each of the seller and purchaser is 0.1% of the consideration or, if higher, the fair value +of the H Shares being sold or transferred. For further information in relation to taxation, see “Appendix +III — Taxation and Foreign Exchange.” +Binding Effect +This prospectus shall have the effect, if any application is made pursuant hereto, 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 as far as applicable. +Bilingual Prospectus +The English language and Chinese language versions of this prospectus are being published +separately in reliance upon the exemption provided by Section 4 of the Companies (Exemption of +Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of +Hong Kong). +Miscellaneous +(a) save as disclosed in “History, Development and Corporate Structure,” and “— Changes in +the Share Capital of Our Subsidiaries” above, within the two years immediately preceding +the date of this prospectus, no share or loan capital or debenture of the Company or any of +our subsidiaries has been issued or agreed to be issued or is proposed to be issued for cash +or as fully or partially paid other than in cash or otherwise; +(b) no share or loan capital of the Company or any of its subsidiary is under option or is agreed +conditionally or unconditionally to be put under option; +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-13 – + + +--- page 422 --- +(c) the Company or any of its subsidiary has not issued nor agreed to issue any founder or +management or deferred shares; +(d) there are no restrictions affecting the remittance of profits or repatriation of capital by us +into Hong Kong from outside Hong Kong; +(e) there are no arrangements under which future dividends are waived or agreed to be waived; +(f) there are no contracts for hire or hire purchase of plant to or by us for a period of over one +year which are substantial in relation to our business; +(g) there have been no interruptions in our business which may have or have had a significant +effect on our financial position in the 12 months preceding the date of this prospectus; +(h) no part of the equity or debt securities of the Company, if any, is currently listed on or dealt +in on any stock exchange or trading system, and no such listing or permission to deal in on +any stock exchange other than the Stock Exchange is being or is proposed to be sought; +(i) the Company has no outstanding convertible debt securities or debentures; +(j) the Company is a joint stock limited company and is subject to the PRC Company Law; and +(k) the English text of this prospectus shall prevail over its respective Chinese text. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-14 – + + +--- page 423 --- +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: +1. the written consents referred to in “Appendix VI — Statutory and General Information — +Other Information — Consents of Experts;” and +2. a copy of each of the material contracts referred to in “Appendix VI — Statutory and +General Information — Further Information about our Business — Summary of Material +Contracts.” +DOCUMENTS A V AILABLE ON DISPLAY +Copies of the following documents will be available on display on the website of the Stock +Exchange at www.hkexnews.hk +and our website at www.seer-robotics.ai during a period of 14 days +from the date of this prospectus: +1. the Articles of Association; +2. the Accountants’ Report prepared by Ernst & Young, the text of which is set out in +“Appendix I;” +3. the audited consolidated financial statements of the Company for the years ended December +31, 2023, 2024 and 2025; +4. the report prepared by Ernst & Young on the unaudited pro forma financial information of +the Group, the text of which is set out in “Appendix II;” +5. the material contracts referred to in “Appendix VI — Statutory and General Information — +Further Information about Our Business — Summary of Material Contracts;” +6. the written consents referred to in “Appendix VI — Statutory and General Information — +Other Information — Consents of Experts;” +7. the service contracts referred to in “Appendix VI — Statutory and General Information — +Further Information about the Directors and Substantial Shareholders — Particulars of +Directors’ Service Contracts;” +8. the PRC legal opinion issued by AllBright Law Offices, the legal advisor to the Company as +to PRC law, in respect of, among other things, the general corporate matters and property +interests of the Group under PRC law; +9. the legal memorandum issued by Hogan Lovells, the legal advisor to the Company as to +International Sanctions law; +10. the industry report issued by China Insights Industry Consultancy Limited, the summary of +which is set forth in the section headed “Industry Overview;” and +11. the PRC Company Law, the PRC Securities Law, the Trial Measures and Guidelines for +Articles of Association of Listed Companies issued by the CSRC, together with their +unofficial English translations. +APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF +COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY +– VII-1 – + + +--- page 424 --- +Shanghai Seer Intelligent Technology Co., Ltd. +上海仙工智能科技股份有限公司 +Shanghai Seer Intelligent Technology Co., Ltd. +上海仙工智能科技股份有限公司 +GLOBAL OFFERING +Sole Sponsor, Sponsor-Overall Coordinator, Overall Coordinators, Joint Global Coordinators, Bookrunners and Joint Lead Managers +Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers +Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers +Joint Bookrunners and Joint Lead Managers +(A joint stock company established in the People’s Republic of China with limited liability) +Stock Code : 06106 diff --git a/data/extracted_text/06106/prospectus_notice_2026-06-15.txt b/data/extracted_text/06106/prospectus_notice_2026-06-15.txt new file mode 100644 index 0000000..df43635 --- /dev/null +++ b/data/extracted_text/06106/prospectus_notice_2026-06-15.txt @@ -0,0 +1,437 @@ +--- page 1 --- +– 1 – +Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock +Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for +the contents of this announcement, make no representation as to its accuracy or completeness and expressly +disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any +part of the contents of this announcement. +Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings +as those defined in the prospectus dated June 15, 2026 (the “Prospectus”) of Shanghai Seer Intelligent +Technology Co., Ltd. (ʮ̡) (the “Company”). +This announcement is for information purposes only and does not constitute an invitation or offer to acquire, +purchase or subscribe for any securities. This announcement is not a prospectus. Potential investors should +read the Prospectus for detailed information about the Global Offering described below before deciding +whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer Shares should be +taken solely in reliance on the information provided in the Prospectus. +This announcement is not for release, publication, distribution, directly or indirectly, in or into the United +States (including its territories and possessions, any state of the United States and the District of Columbia). +This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe +for securities in the United States or in any other jurisdictions. The securities mentioned herein have not +been, and will not be, registered under the United States Securities Act of 1933 as amended from time to +time (the “U.S. Securities Act”) or securities law of any state or other jurisdiction of the United States. +The securities may not be offered, sold, pledged or otherwise transferred within the United States except +pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with +any applicable state securities laws. The securities are being offered and sold outside the United States in +offshore transactions in compliance with Regulation S under the U.S. Securities Act. There will be no public +offer of securities in the United States. +In connection with the Global Offering, China International Capital Corporation Hong Kong Securities +Limited as stabilizing manager (the “Stabilizing Manager”), or any person acting for it, on behalf of the +Underwriters, may over-allocate or effect transactions with a view to stabilizing or supporting the market +price of the Shares at a level higher than that which might otherwise prevail for a limited period after the +Listing Date. However, there is no obligation on the Stabilizing Manager, or any person acting for it to +conduct any such stabilizing action, which, if commenced, will be done at the sole and absolute discretion +of the Stabilizing Manager, or any person acting for it, and may be discontinued at any time. Any such +stabilizing action is required to be brought to an end on the 30th day after the last day for the lodging of +applications under the Hong Kong Public Offering. Such stabilizing action, if taken, may be effected in all +jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and +regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of +the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the +Laws of Hong Kong). +Potential investors should be aware that stabilizing action cannot be taken to support the price of the Shares +for longer than the stabilization period which begins on the Listing Date and is expected to expire on the 30th +day after the last day for the lodging of applications under the Hong Kong Public Offering. After this date, +no further stabilizing action may be taken, and demand for the Shares and the price of the Shares could fall. +The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to terms and conditions set +out in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong +Kong and/or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Joint +Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to +terminate the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the +events set out in the section headed “Underwriting — Underwriting Arrangements and Expenses — The +Hong Kong Public Offering — Hong Kong Underwriting Agreement — Grounds for Termination” in the +Prospectus at any time prior to 8:00 a.m. on the Listing Date. + + +--- page 2 --- +– 2 – +Shanghai Seer Intelligent Technology Co., Ltd. +ʮ̡ +(A joint stock company established in the People’s Republic of China with limited liability) +GLOBAL OFFERING +Number of Offer Shares +under the Global Offering +: 10,497,300 H Shares (subject to the Offer +Size Adjustment Option and the Over- +allotment Option) +Number of Hong Kong Offer Shares : 524,900 H Shares (subject to +reallocation) +Number of International Offer Shares : 9,972,400 H Shares (subject to +reallocation, the Offer Size Adjustment +Option and the Over-allotment +Option) +Offer Price : HK$101.60 per H Share, plus brokerage +of 1.0%, AFRC transaction levy of +0.00015%, SFC transaction levy of +0.0027% and Stock Exchange trading +fee of 0.00565% (payable in full on +application in Hong Kong dollars and +subject to refund) +Nominal value : RMB1.00 per H Share +Stock code : 06106 +Sole Sponsor, Sponsor-Overall Coordinator, Overall Coordinators, +Joint Global Coordinators, Bookrunners and Joint Lead Managers +Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and +Joint Lead Managers +Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers +Joint Bookrunners and Joint Lead Managers + + +--- page 3 --- +– 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 the Prospectus in relation to the Hong Kong Public +Offering. +The 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.seer-robotics.ai. You may download and print from these website addresses if you +want a printed copy of the Prospectus. +To apply for the Hong Kong Offer Shares, you may: +(1) apply online through the White Form eIPO service at www.eipo.com.hk; +(2) apply electronically through the HKSCC EIPO channel and cause HKSCC Nominees +to apply on your behalf by instructing your broker or custodian who is a HKSCC +Participant to give electronic application instructions via HKSCC’s FINI system to +apply for the Hong Kong Offer Shares on your behalf. +We will not provide any physical channels to accept any application for the Hong Kong +Offer Shares by the public. The contents of the electronic version of the Prospectus +are identical to the printed prospectus as registered with the Registrar of Companies in +Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous +Provisions) Ordinance. +If you are an intermediary, broker or agent, please remind your customers, clients or +principals, as applicable, that the Prospectus is available online at the website addresses +stated above. +Please refer to the section headed “How to Apply for Hong Kong Offer Shares” in the +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 50 Hong Kong Offer Shares and in multiples of that +number of Hong Kong Offer Shares as set out in the table below. +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 upon application for Hong Kong Offer +Shares. + + +--- page 4 --- +– 4 – +If you are applying through the HKSCC EIPO channel, your broker or custodian may +require you to pre-fund your application in such amount as determined by the broker or +custodian, based on the applicable laws and regulations in Hong Kong. You are responsible +for complying with any such pre-funding requirement imposed by your broker or custodian +with respect to the Hong Kong Offer Shares you applied for. +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$ +50 5,131.24 600 61,574.78 4,000 410,498.54 40,000 4,104,985.45 +100 10,262.46 700 71,837.25 4,500 461,810.86 50,000 5,131,231.80 +150 15,393.69 800 82,099.70 5,000 513,123.18 60,000 6,157,478.15 +200 20,524.93 900 92,362.18 6,000 615,747.81 70,000 7,183,724.52 +250 25,656.17 1,000 102,624.63 7,000 718,372.45 80,000 8,209,970.88 +300 30,787.39 1,500 153,936.95 8,000 820,997.09 90,000 9,236,217.25 +350 35,918.62 2,000 205,249.27 9,000 923,621.72 100,000 10,262,463.60 +400 41,049.86 2,500 256,561.59 10,000 1,026,246.35 150,000 15,393,695.40 +450 46,181.08 3,000 307,873.91 20,000 2,052,492.72 200,000 20,524,927.20 +500 51,312.32 3,500 359,186.22 30,000 3,078,739.08 262,450(1) 26,933,835.72 +(1) Maximum number of Hong Kong Offer Shares you may apply for. +(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee +and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange +Participants (as defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange trading +fee and the AFRC transaction levy are paid to the Stock Exchange (in the case of the SFC transaction +levy, collected by the Stock Exchange on behalf of the SFC; and in the case of the AFRC transaction +levy, collected by the Stock Exchange on behalf of the AFRC). +No application for any other number of Hong Kong Offer Shares will be considered and +such an application is liable to be rejected. +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 and the H Shares to be converted from +Unlisted Shares. + + +--- page 5 --- +– 5 – +STRUCTURE OF THE GLOBAL OFFERING +The Global Offering comprises: +(a) the Hong Kong Public Offering of initially 524,900 Offer Shares (subject to +reallocation) in Hong Kong, representing approximately 5.0% of the total number of +Offer Shares initially available under the Global Offering; and +(b) the International Offering of initially 9,972,400 Offer Shares (subject to reallocation, +the Offer Size Adjustment Option and the Over-allotment Option), representing +approximately 95.0% of the total number of Offer Shares initially available under the +Global Offering. +The allocation of the Offer Shares between the Hong Kong Public Offering and the +International Offering will be subject to reallocation as described in the section headed +“Structure of the Global Offering” in the Prospectus. +The Overall Coordinators may allocate Offer Shares from the International Offering to +the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public +Offering. In accordance with Chapter 4.14 of the Guide for New Listing Applicants issued +by the Stock Exchange, if such reallocation is done other than pursuant to the clawback +mechanism as described in the section headed “Structure of the Global Offering — The +Hong Kong Public Offering — Reallocation” in the Prospectus, the maximum total number +of Offer Shares that may be allocated to the Hong Kong Public Offering following such +reallocation shall be such that the total number of Offer Shares initially available under the +Hong Kong Public Offering will be 1,049,800 Offer Shares, representing twice the number +of the Offer Shares initially available under the Hong Kong Public Offering (before any +exercise of the Offer Size Adjustment Option or the Over-Allotment Option), and the final +Offer Price shall be HK$101.60 per Offer Share. +The Company has an Offer Size Adjustment Option which will allow the Company to, upon +signing of the International Underwriting Agreement, issue up to an aggregate of 1,574,550 +additional H Shares, representing approximately 15% of the initial number of Offer Shares +offered under the Global Offering, at the Offer Price to cover any excess demand in the +International Offering. +In connection with the Global Offering, the Company is expected to grant the Over-allotment +Option to the International Underwriters. Pursuant to the Over-allotment Option, the +International Underwriters will have the right, exercisable by the Overall Coordinators (on +behalf of the International Underwriters) at any time from the Listing Date until 30 days +after the last day for lodging applications under the Hong Kong Public Offering, to require +the Company to issue up to an aggregate of 1,574,550 additional Offer Shares (representing +approximately 15% of the Offer Shares initially being offered under the Global Offering +assuming the Offer Size Adjustment Option is not exercised at all) or up to an aggregate of + + +--- page 6 --- +– 6 – +1,810,750 additional H Shares (representing approximately 15% of the Offer Shares initially +available under the Global Offering assuming the Offer Size Adjustment Option is exercised +in full), at the Offer Price under the International Offering to solely cover over-allocations in +the International Offering, if any. +If the Over-allotment Option is exercised, an announcement will be made by the Company +on the website of the Stock Exchange at www.hkexnews.hk and on the Company’s website +at www.seer-robotics.ai respectively. +PRICING +The Offer Price will be HK$101.60 per Offer Share, unless otherwise announced. Applicants +under the Hong Kong Public Offering may be required to pay, on application (subject to +application channels), the Offer Price of HK$101.60 per Offer Share plus brokerage of 1.0%, +SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange +trading fee of 0.00565%. +EXPECTED TIMETABLE +Hong Kong Public Offering commences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on +Monday, June 15, 2026 +Latest time for completing electronic applications under +White Form eIPO service through the designated +website at www.eipo.com.hk. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11:30 a.m. on +Thursday, June 18, 2026 +Application lists for the Hong Kong Public Offering open . . . . . . . . . . . . . . . . .11:45 a.m. on +Thursday, June 18, 2026 +Latest time for (a) completing payment for +White Form eIPO applications by effecting internet +banking transfer(s) or PPS payment transfer(s) and +(b) giving electronic application instructions to HKSCC. . . . . . . . . . . . . . 12:00 noon on +Thursday, June 18, 2026 +If you are instructing your broker or custodian who is a HKSCC Participant to give +electronic application instructions via HKSCC’s FINI system to apply for the Hong Kong +Offer Shares on your behalf, you are advised to contact your broker or custodian for the +latest time for giving such instructions which may be different from the latest time as stated +above. + + +--- page 7 --- +– 7 – +Application lists close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on +Thursday, June 18, 2026 +(i) Announcement of: +• the level of indications of interest in the +International Offering, the level of applications +in the Hong Kong Public Offering; and +• the basis of allocation of the Hong Kong +Offer Shares to be published on our website +at www.seer-robotics.ai and the website +of the Stock Exchange at www.hkexnews.hk +at or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11:00 p.m. on +Tuesday, June 23, 2026 +(ii) The results of allocations in the Hong Kong Public Offering +(with successful applicants’ identification document numbers, +where appropriate) to be available through a variety of channels +as described in “How to apply for Hong Kong Offer Shares — +B. Publication of Results” from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11:00 p.m. on +Tuesday, June 23, 2026 +(iii) Announcement of the Hong Kong Public Offering containing +(i) and (ii) above to be published on the websites of the Company +and the Stock Exchange at www.seer-robotics.ai and +www.hkexnews.hk from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11:00 p.m. on +Tuesday, June 23, 2026 +Results of allocation for the Hong Kong Public Offering +will be available at “Allotment Results” page at +www.iporesults.com.hk (or www.eipo.com.hk/eIPOAllotment) +with a “search by ID” function on a 24-hour basis from . . . . . . . . . . . . . . . . .11:00 p.m. on +Tuesday, June 23, 2026 +Dispatch of H Share certificates or deposit of H Share certificates +into CCASS in respect of wholly or partially successful +applications pursuant to the Hong Kong Public Offering +on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, June 23, 2026 + + +--- page 8 --- +– 8 – +Dispatch of White Form e-Refund payment +instructions/refund cheques (if applicable) on or before . . . . . . Wednesday, June 24, 2026 +Dealings in the Shares on the Stock Exchange +expected to commence at . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on +Wednesday, June 24, 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 +applications, when the application lists close. +SETTLEMENT +Subject to the granting of the listing of, and permission to deal in, the H Shares on the Stock +Exchange and compliance with the stock admission requirements of HKSCC, the H Shares +will be accepted as eligible securities by HKSCC for deposit, clearance and settlement +in CCASS with effect from the Listing Date or any other date as determined by HKSCC. +Settlement of transactions between participants of the Stock Exchange is required to take +place in CCASS on the second settlement day after any trading day. All activities under +CCASS are subject to the General Rules of HKSCC and HKSCC Operational Procedures +in effect from time to time. All necessary arrangements have been made for the Shares to +be admitted into CCASS. Investors should seek the advice of their stockbroker or other +professional advisor for details of those settlement arrangements and how such arrangements +will affect their rights and interests. + + +--- page 9 --- +– 9 – +ELECTRONIC APPLICATION CHANNELS +The Hong Kong Public Offering period will begin at 9:00 a.m. on Monday, June 15, +2026 and end at 12:00 noon on Thursday, June 18, 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 Monday, +June 15, 2026 to 11:30 +a.m. on Thursday, June 18, +2026, Hong Kong time. +The latest time for +completing full payment +of application monies +will be 12:00 noon on +Thursday, June 18, 2026, +Hong Kong time. +HKSCC EIPO channel Your broker or custodian +who is a HKSCC +Participant will submit +an EIPO application +on your behalf through +HKSCC’s FINI system +in accordance with your +instruction +Investors who would not +like to receive a physical +H Share certificate. +Hong Kong Offer Shares +successfully applied +for will be allotted and +issued in the name of +HKSCC Nominees, +deposited directly into +CCASS and credited to +your designated HKSCC +Participant’s stock +account. +Contact your broker or +custodian for the earliest +and latest time for giving +such instructions, as this +may vary by broker or +custodian. +The White Form eIPO service and the HKSCC EIPO channel are facilities subject to +capacity limitations and potential service interruptions and you are advised not to wait until +the last day of the application period to apply for Hong Kong Offer Shares. + + +--- page 10 --- +– 10 – +Please refer to the sections headed “Structure of the Global Offering” and “How to Apply +for Hong Kong Offer Shares” of the Prospectus for details of the conditions and procedures +of the Hong Kong Public Offering. +Application for the Hong Kong Offer Shares will only be considered on the basis +of the terms and conditions set out in the Prospectus and on the designated website +(www.eipo.com.hk ) for the White Form eIPO service (or as the case may be, the +agreement you entered into with your broker or custodian). +PUBLICATION OF RESULTS +We expect to announce the results 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 Hong Kong Offer Shares on the Stock Exchange’s website at +www.hkexnews.hk and our website at www.seer-robotics.ai by no later than 11:00 p.m. on +Tuesday, June 23, 2026 (Hong Kong time). +The results of allocations and the identification document numbers of successful applicants +(where applicable) under the Hong Kong Public Offering will be available through a variety +of channels at the times and dates and in the manner specified in the section headed “How to +Apply for Hong Kong Offer Shares — B. Publication of Results” in the Prospectus. +If an application is rejected, not accepted or accepted in part only, or if the conditions of +the Global Offering as set out in the section headed “Structure of the Global Offering — +Conditions of the Global Offering” in the Prospectus are not satisfied or if any application is +revoked, the application monies, or the appropriate portion thereof, together with the related +brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee, +will be refunded (subject to application channels), without interest. +No temporary document of title will be issued in respect of the H Shares. No receipt will +be issued for sums paid on application. H Share certificates will only become valid at 8:00 +a.m. on Wednesday, June 24, 2026 (Hong Kong time), provided that the Global Offering +has become unconditional and the right of termination described in the section headed +“Underwriting” in the Prospectus has not been exercised. Investors who trade H Shares +prior to the receipt of H Share certificates or the H Share certificates becoming valid do so +entirely at their own risk. +Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. in Hong +Kong on Wednesday, June 24, 2026, it is expected that dealings in the H Shares on the +Stock Exchange will commence at 9:00 a.m. on Wednesday, June 24, 2026. The H Shares +will be traded in board lots of 50 H Shares each and the stock code of the H Shares will be +06106. + + +--- page 11 --- +– 11 – +This announcement is available for viewing on the website of the Company at www.seer-robotics.ai +and the website of the Stock Exchange at www.hkexnews.hk. +By order of the Board +Shanghai Seer Intelligent Technology Co., Ltd. +Mr. Zhao Yue +Executive Director and Chairman of the Board +Hong Kong, June 15, 2026 +Directors of the Company named in the application to which this announcement relates are: (i) Mr. Zhao Yue, +Ms. Ding Xia, Mr. Ye Yangsheng and Mr. Wang Qun as executive directors, (ii) Dr. Cheng Lin, Dr. Liu Yong +and Mr. Chen Fei as independent non-executive directors. diff --git a/data/extracted_text/06658/allotment_results_2026-06-12.txt b/data/extracted_text/06658/allotment_results_2026-06-12.txt new file mode 100644 index 0000000..d560eae --- /dev/null +++ b/data/extracted_text/06658/allotment_results_2026-06-12.txt @@ -0,0 +1,833 @@ +--- page 1 --- +Hong Kong Exchanges and Clearing Limite d, The Stock Exchange of Hong Kong Limited +(the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited +(“HKSCC ”) take no responsibility for the contents of this announcement, make no +representation as to its accuracy or complet eness and expressly disclaim any liability +whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of +the contents of this announcement. +This announcement is not for relea se, publication, distribution, directly or indirectly, in or +into the United States (including its territo ries and possessions, any state of the United +States and the District of Columbia). This an nouncement does not constitute or form a part +of any offer or solicitation to purchase or subscr ibe for securities in the United States or in +any other jurisdictions. The securities ment ioned herein have not been, and will not be, +registered under the United States Securities Act of 1933 as amended from time to time (the +“U.S. Securities Act ”) or securities law of any state or other jurisdiction of the United +States. The securities may not be offered, sold , pledged or otherwise transferred within the +United States except pursuant to an exemption from the registration requirements of the +U.S. Securities Act and in compliance with any applicable state securities laws, or outside +the United States unless in compliance wit h Regulation S under the U.S. Securities Act. +There will be no public offer of securities in the United States. +This announcement is for information purposes only and does not consti tute an invitation or +offer to acquire, purchase or subscribe for securities. This announcement is not a +prospectus. Potential investors shoul d read the prospectus dated June 5, 2026(the +“Prospectus ”) issued by Liuliumei Co., Ltd. ( +溜溜梅股份有限公司)( t h e“ Company ”) +for detailed information about the Global Offering described b elow before deciding whether +or not to invest in the H Shares thereby being offered. Any investment decision in relation to +the Offer Shares should be taken solely in relianc e on the information in the Prospectus. The +Company has not been and will not be register ed under the U.S. Investment Company Act of +1940, as amended. +Unless otherwise defined in th is announcement, capitalized ter ms used herein shall have the +same meanings as those defined in the Prospectus. +No stabilizing manager will be appointed, and it is anticipated that no stabilization +activities will be carried out in relation to the Global Offering. +Potential investors of the Offer Shares should n ote that the Overall Coordinators (for +themselves and on behalf of the Hong Kong Unde rwriters) shall be entitled to terminate +their obligations under the H ong Kong Underwriting Agreement with immediate effect upon +the occurrence of any of the events set out in the section headed “Underwriting — +Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for +Termination” in the Prospectus at any time prior to 8 : 00 a.m. (Hong Kong time) on the +Listing Date (which is currently expected to be on Monday, June 15, 2026). +–1– + + +--- page 2 --- +Liuliumei Co., Ltd. +溜溜 梅 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 +: 11,464,100 H Shares +Number of Hong Kong Offer Shares : 1,146,500 H Shares +Number of International Offer Shares : 10,317,600 H Shares +Offer Price : HK$43.58 per H Share plus brokerage of +1.0%, SFC transaction levy of +0.0027%, Stock Exchange trading fee of +0.00565% and AFRC transaction levy +of 0.00015% +Nominal value : RMB1.00 per H Share +Stock Code : 6658 +Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and +Joint Lead Managers +Joint Bookrunners and Joint Lead Managers +⳪暲@:9) +–2– + + +--- page 3 --- +LIULIUMEI CO., LTD./ 溜溜梅股份有限公司 +ANNOUNCEMENT OF ALLOTMENT RESULTS +Unless otherwise defined herein, capitalise d terms used in this announcement shall have the +same meanings as those defined in the prospectus dated June 5, 2026 (the “ Prospectus ”) +issued by Liuliumei Co., Ltd. ( 溜溜梅股份有限公司)( t h e“ Company ”). +Warning: In view of high concentratio n of shareholding in a small number of +Shareholders, Shareholders and prospect ive investors should be aware that the price of +the H Shares could move substantially even with a small number of the H Shares traded +and should exercise extreme caution when dealing in the H Shares. +SUMMARY +Company information +Stock code 6658 +Stock short name LIULIUMEI +Dealings commencement date June 15, 2026* +* see note at the end of the announcement +Price Information +Offer Price HK$43.58 +Offer Shares and Share Capital +Number of Offer Shares 11,464,100 +Final Number of Offer Shares in Hong Kong Public Offering 1,146,500 +Final Number of Offer Shares in International Offering 10,317,600 +Number of issued Shares upon Listing 78,811,208 +Over-allocation +No. of Offer Shares over-allocated 0 +Note: There has been no over-allocation of Offer Shares in the International Placing. Therefore, the +Over-allotment Option will not be exercised. +Proceeds +Gross proceeds Note HK$499.6 million +Less: Estimated listing expenses payable based on the Offer Price HK$59.5 million +Net proceeds HK$440.1 million +Note: Gross proceeds refer to the amount which the Company is entitled to receive. For details of the use +of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the +Prospectus. +–3– + + +--- page 4 --- +ALLOTMENT RESULTS DETAILS +HONG KONG PUBLIC OFFERING +No. of valid applications 180,507 +No. of successful applications 11,465 +Subscription level 6,586.73 times +Claw-back triggered N/A +No. of Offer Shares initially available under the Hong +Kong Public Offering +1,146,500 +Final no. of Offer Shares under the Hong Kong Public +Offering +1,146,500 +% of Offer Shares under the Hong Kong Public +Offering to the Global Offering +10% +Note: For details of the final allocation of H Shares t o the Hong Kong Public Offering, investors can +refer to www.eipo.com.hk/eIPOAllotment to p erform a search by identification number or +www.eipo.com.hk/eIPOAllotmen t for the full list of allottees. +INTERNATIONAL OFFERING +No. of placees 64 +Subscription level 2.64 times +No. of Offer Shares initially available under the +International Offering +10,317,600 +Final no. of Offer Shares under the International +Offering +10,317,600 +% of Offer Shares under the International Offering to +the Global Offering +90% +The Directors confirm that, to the best of thei r knowledge, information and belief, save for +(a) a waiver under Rule 10.04 of the Listing Rules and a consent under paragraph 1C(2) of +Appendix F1 to the Listing Rules (the “ Placing Guidelines ”) granted by the Stock +Exchange to permit H Shares in the Inter national Offering to be placed to Fanchang +Revitalization , a close associate of Huaan Fund and Xingnong Fund (collectively, the +“Existing Shareholders ”), as a Cornerstone Investor; and (b) a consent under paragraph +1C(1) of the Placing Guidelines and Chapter 4 .15 of the Guide for New Listing Applicants +to permit the Company to allocate certain Off er Shares in the Inter national Offering to +connected clients, (i) none of the Offer Shares subscribed by the placees and the public have +been financed directly or indi rectly by the Company, any of the Directors, chief executive of +the Company, Controlling Sharehol ders, substantial Shareholders , existing Shareholders of +the Company or any of its subsidiaries or thei r respective close asso ciates; and (ii) none of +the placees and the public who have purchased th e Offer Shares are accustomed to taking +instructions from the Company, any of the Dir ectors, chief executive of the Company, +Controlling Shareholders, su bstantial Shareholders, exis ting Shareholders of the Company +or any of its subsidiaries or their respective clo se associates in relation to the acquisition, +disposal, voting or other disposition of the H Shares registered in his/her/its name or +otherwise held by him/her/it. +–4– + + +--- page 5 --- +The placees in the International O ffering include the following: +Cornerstone Investors +Investor +No. of Offer +Shares allocated +Approximate % +of the Offer +Shares +Approximate % +of total issued +share capital +after the Global +Offering +Existing +Shareholders or +their close +associates Note 2 +Fanchang Revitalization Note 1 1,610,000 14.04% 2.04% Yes Note 2 +Top New 1,777,100 15.50% 2.26% No +Total 3,387,100 29.55% 4.30% +Notes: +1. The Offer Shares subscribed for by Fanchang Revit alization as a Cornerston e Investor are subject to +lock-up restrictions as indicated below. For det ails, please refer to the section headed “Lock-up +Undertakings — Cornerstone Investors” in this announcement. +2. As disclosed in the section headed “Waivers from Strict Compliance with the Listing Rules” in the +Prospectus, solely for the purpose of the Global Of fering, Fanchang Revitalization is considered to be +a close associate of the Existing Shareholders (i.e., Wuhu Huaan Zhanxin Equity Investment Fund +Partnership (Limited Partnership)* ( +蕪湖華安戰新股權投資基金合夥企業（有限合夥） (“Huaan +Fund ”) and Wuhu Fanchang District Xingnong Industrial Investment Fund Co., Ltd.* ( 蕪湖市繁昌區 +興農產業投資基金有限公司)( “ Xingnong Fund ”)), which in aggregate hold less than 5% voting rights +of the Company. For details of the prior waiver under Rule 10.04 of the Listing Rules and consent +under paragraph 1C(2) of the Placing Guidelines in relation to subscription of H Shares by a close +associate of an existing Shareholder as a Cornerstone Investor, please refer to the section headed +“Others/Additional Information — Allocation of Offer Shares to a close associate of Existing +Shareholders as a cornerstone investor” in this announcement. +–5– + + +--- page 6 --- +Allottees with Consents Obtained +Investor +No. of Offer +Shares allocated +%o ft h eO f f e r +Shares +%o ft o t a l +issued share +capital after the +Global Offering Relationship +Allottees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for +New Listing Applicants in relation t o allocations to connected clients Note 1 +CSI Capital Management +Limited (“ CSICM ”) +520,000 4.54% 0.66% Connected +client as a +placee +CITIC Securities Asset +Management Company +Limited (“ CITICS AM ”) +20,000 0.17% 0.03% Connected +client as a +placee +Note: +1. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the +Guide for New Listing Applicants in relation to allocations to connected clients, please refer to the +sections headed “Others/Additional Information — Placing to connected clie nts with a consent under +paragraph 1C(1) of the Placing Guidelines” in this announcement. +LOCK-UP UNDERTAKINGS +Controlling Shareholders +Name Note 1 +Number and +description of +Shares held in +the Company +subject to +lock-up +undertakings +upon Listing +%o ft o t a l +issued H Shares +after the Global +Offering subject +to lock-up +undertakings +Note 2 +%o f +shareholding in +the Company +subject to +lock-up +undertakings +Last day +subject to the +lock-up +undertakings +Note 3 +Mr. Yang 59,108,359 +HS h a r e s +75.00% 75.00% June 14, 2027 +Ms. Li 59,108,359 +HS h a r e s +75.00% 75.00% June 14, 2027 +Jurun Investment 24,600,000 +HS h a r e s +31.21% 31.21% June 14, 2027 +Kaixuan Star 3,600,000 +HS h a r e s +4.57% 4.57% June 14, 2027 +Kailai Star 2,400,000 +HS h a r e s +3.05% 3.05% June 14, 2027 +–6– + + +--- page 7 --- +Name Note 1 +Number and +description of +Shares held in +the Company +subject to +lock-up +undertakings +upon Listing +%o ft o t a l +issued H Shares +after the Global +Offering subject +to lock-up +undertakings +Note 2 +%o f +shareholding in +the Company +subject to +lock-up +undertakings +Last day +subject to the +lock-up +undertakings +Note 3 +Notes: +1. For illustrative purposes only, th is subsection lists only those membe rs of the Controlling Shareholders +who hold Shares directly in the Company. Pursuant to Rule 10.07 of the Listing Rules, each +Controlling Shareholder (namely, Mr. Yang, Ms. Li , Jurun Investment, Kaixuan Star, Kailai Star and +Liuliu Star) has undertaken to the Stock Exchange and the Company that, except pursuant to the +Global Offering, it/he/she will not, and shall procure that the relevant registered holder(s) will not, +without the prior written consent of the Stock E xchange or unless otherwise permitted under the +Listing Rules, at any time in the period commencin g on the date by reference to which disclosure of +its/his shareholding is made in the Prospectus and ending on the date which is six months from the +Listing Date (the “ First Six Month Period ”), either directly or indirect ly, dispose of, nor enter into +any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in +respect of, any of the securities of the Company in respect of which it/he is shown by the Prospectus +to be the beneficial owner; or, during the period of six months immediately following the expiry of +such six-month period(the “ Second Six Month Period ”), directly or indirectly dispose of, nor enter +into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in +respect of, any such securities if, immediately following such disposal or upon the exercise or +enforcement of any such options, rights, intere sts or encumbrances, it/he would cease to be a +Controlling Shareholder of the Company (or would t ogether with other Controlling Shareholders cease +to be Controlling Shareholders of the Company). For further details, please refer to the section +headed “Underwriting — Lock Up Arrangement — Undertakings to the Stock Exchange pursuant to +the Listing Rules — (B) Undertakings by Each of Ou r Controlling Shareholders” in the Prospectus. +2. Upon completion of the Global Offering, 67,347, 108 Unlisted Shares are converted into H Shares on a +one-for-one basis. +3. The expiry day of the lock-up period shown in the table above is pursuant to the PRC Company Law. +In accordance with the relevant Listing Rule, the r equired lock-up for First Six Month Period ends on +December 14, 2026 and the Second Six Month Period ends on June 14, 2027. +–7– + + +--- page 8 --- +Cornerstone Investors +Name +Number and +description of +Shares held in +the Company +subject to +lock-up +undertakings +upon Listing +% of total Offer +Shares after the +Global Offering +subject to +lock-up +undertakings +%o f +shareholding in +the Company +subject to +lock-up +undertakings +Last day +subject to the +lock-up +undertakings +Note 1 +Fanchang Revitalization 1,610,000 +HS h a r e s +14.04% 2.04% March 14, 2027 +Top New 1,777,100 +HS h a r e s +15.50% 2.26% March 14, 2027 +Note: +1. In accordance with the relevant cornerstone inves tment agreements, the required lock-up periods will +end on March 14, 2027. The Cornerstone Investors will cease to be prohibited from disposing of or +transferring the H Shares subscribed for pursuant t o the relevant cornerstone investment agreements +after the indicated date. +Pre-IPO Investors +Name +Number and +description of +Shares held in +the Company +subject to +lock-up +undertakings +upon Listing +%o ft o t a l +issued H Shares +after the Global +Offering subject +to lock-up +undertakings +Note 1 +%o f +shareholding in +the Company +subject to +lock-up +undertakings +Last day +subject to the +lock-up +undertakings +Note 2 +Shenzhen Junrong 3,715,170 H +Shares +4.71% 4.71% June 14, 2027 +Nuoxiang Dongchen 1,361,977 H +Shares +1.73% 1.73% June 14, 2027 +Huaan Fund 1,210,646 H +Shares +1.54% 1.54% June 14, 2027 +Xingnong Fund 1,059,315 H +Shares +1.34% 1.34% June 14, 2027 +Nuoxiang Jinhong 891,641 H +Shares +1.13% 1.13% June 14, 2027 +Notes: +1. Upon completion of the Global Offering, 67,347, 108 Unlisted Shares are converted into H Shares on a +one-for-one basis. +2. The expiry day of the lock-up period shown in the table above is pursuant to the PRC Company Law. +–8– + + +--- page 9 --- +PLACEE CONCENTRATION ANALYSIS +Placees * +Number of +HS h a r e s +allotted +Allotment as +%o ft h e +International +Offering +Allotment as +%o ft o t a l +Offer Shares +Number of +HS h a r e s +held upon +Listing +%o ft o t a l +issued share +capital upon +Listing +Top 1 1,777,100 17.22% 15.50% 1,777,100 2.25% +Top 5 5,495,700 53.27% 47.94% 7,765,661 9.85% +Top 10 7,284,200 70.60% 63.54% 9,554,161 12.12% +Top 25 9,421,100 91.31% 82.18% 11,691,061 14.83% +Note: +* Ranking of placees is based on the number of H Shares allotted to the placees. +H SHAREHOLDERS CONCENTRATION ANALYSIS +H Shareholders * +Number of +HS h a r e s +allotted +Allotment as +%o ft h e +International +Offering +Allotment as +%o ft o t a l +Offer Shares +Number of +HS h a r e s +held upon +Listing +%o ft o t a l +issued share +capital upon +Listing +Top 1 — — — 59,108,359 75.00% +Top 5 3,387,100 32.83% 29.55% 69,842,567 88.62% +Top 10 6,015,700 58.31% 52.47% 73,362,808 93.09% +Top 25 9,146,100 88.65% 79.78% 76,493,208 97.06% +Note: +* Ranking of H Shareholders is based on the number of H Shares held by the Shareholders upon Listing. +SHAREHOLDERS CONCENTRATION ANALYSIS +Shareholders * +Number of +HS h a r e s +allotted +Allotment as +%o ft h e +International +Offering +Allotment as +% of total +Offer Shares +Number of +H Shares +held upon +Listing +Number of +Shares held +upon Listing +%o ft o t a l +issued share +capital upon +Listing +Top 1 — — — 59,108,359 59,108,359 75.00% +Top 5 3,387,100 32.83% 29.55% 69,842,567 69,842,567 88.62% +Top 10 6,015,700 58.31% 52.47% 73,362,808 73,362,808 93.09% +Top 25 9,146,100 88.65% 79.78% 76,493,208 76,493,208 97.06% +Notes: +* Ranking of Shareholders is based on the number of Shares held by the Shareholders upon Listing. +–9– + + +--- page 10 --- +BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING +Subject to the satisfaction of t he conditions set out in the Prospectus, valid applications +made by the public will be conditionally allocated on the basis set out below: +NO. OF H +SHARES +APPLIED FOR +NO. OF VALID +APPLICATIONS BASIS O F ALLOTMENT/BALLOT +APPROXIMATE +PERCENTAGE +ALLOTTED OF +THE TOTAL NO. +OF H SHARES +APPLIED FOR +POOL A +100 32,294 485 out of 32,294 to receive 100 Shares 1.50% +200 29,943 454 out of 29,943 to receive 100 Shares 0.76% +300 5,619 86 out of 5,619 to receive 100 Shares 0.51% +400 5,393 84 out of 5,393 to receive 100 Shares 0.39% +500 4,675 73 out of 4,675 to receive 100 Shares 0.31% +600 2,275 36 out of 2,275 to receive 100 Shares 0.26% +700 2,004 32 out of 2,004 to receive 100 Shares 0.23% +800 1,612 26 out of 1,612 to receive 100 Shares 0.20% +900 1,655 27 out of 1,655 to receive 100 Shares 0.18% +1,000 11,045 182 out of 11,045 to receive 100 Shares 0.16% +1,500 3,375 58 out of 3,375 to receive 100 Shares 0.11% +2,000 6,216 113 out of 6,216 to receive 100 Shares 0.09% +2,500 2,711 51 out of 2,711 to receive 100 Shares 0.08% +3,000 2,091 41 out of 2,091 to receive 100 Shares 0.07% +3,500 1,575 32 out of 1,575 to receive 100 Shares 0.06% +4,000 1,582 34 out of 1,582 to receive 100 Shares 0.05% +4,500 1,977 44 out of 1,977 to receive 100 Shares 0.05% +5,000 2,397 55 out of 2,397 to receive 100 Shares 0.05% +6,000 1,896 47 out of 1,896 to receive 100 Shares 0.04% +7,000 1,654 43 out of 1,654 to receive 100 Shares 0.04% +8,000 1,475 41 out of 1,475 to receive 100 Shares 0.03% +9,000 1,517 45 out of 1,517 to receive 100 Shares 0.03% +10,000 7,970 248 out of 7,970 to receive 100 Shares 0.03% +20,000 5,494 261 out of 5,494 to receive 100 Shares 0.02% +30,000 3,206 205 out of 3,206 to receive 100 Shares 0.02% +40,000 2,498 200 out of 2,498 to receive 100 Shares 0.02% +50,000 2,560 247 out of 2,560 to receive 100 Shares 0.02% +60,000 1,750 197 out of 1,750 to receive 100 Shares 0.02% +70,000 1,877 242 out of 1,877 to receive 100 Shares 0.02% +80,000 1,481 215 out of 1,481 to receive 100 Shares 0.02% +90,000 1,296 210 out of 1,296 to receive 100 Shares 0.02% +100,000 9,089 1,619 out of 9,089 to receive 100 Shares 0.02% +Total 162,202 Total number of Pool A successful applicants: 5,733 +–1 0– + + +--- page 11 --- +NO. OF H +SHARES +APPLIED FOR +NO. OF VALID +APPLICATIONS BASIS O F ALLOTMENT/BALLOT +APPROXIMATE +PERCENTAGE +ALLOTTED OF +THE TOTAL NO. +OF H SHARES +APPLIED FOR +POOL B +150,000 6,257 1,388 out of 6,257 to receive 100 Shares 0.01% +200,000 2,683 676 out of 2,683 to receive 100 Shares 0.01% +250,000 1,665 470 out of 1,665 to receive 100 Shares 0.01% +300,000 1,136 355 out of 1,136 to receive 100 Shares 0.01% +350,000 885 303 out of 885 to receive 100 Shares 0.01% +400,000 697 260 out of 697 to receive 100 Shares 0.01% +450,000 1,319 532 out of 1,319 to receive 100 Shares 0.01% +573,200 3,663 1,748 out of 3,663 to receive 100 Shares 0.01% +Total 18,305 Total number of Pool B successful applicants: 5,732 +COMPLIANCE WITH LISTING RULES AND GUIDANCE +The Directors confirm that, except for the Listing Rules in respect of which waiver and +consent has been obtained, the Company ha s complied with the Listing Rules and +guidance materials in relation to the placing, allotment and listing of the H Shares. +The Directors confirm that, to the best of the ir knowledge, the consideration paid by the +placees or the public (as the case may be) di rectly or indirectly for each Offer Share +subscribed for or purchased by them is the sam e as the final Offer Price in addition to any +brokerage, AFRC transaction levy, SFC trans action levy and Stock Exchange trading fee +payable. +–1 1– + + +--- page 12 --- +OTHERS/ADDITIONAL INFORMATION +Allocation of Offer Shares to a close associat e of Existing Shareholders as a cornerstone +investor +The Company has applied to the Stock Exchange for, and the Stock Exchange has +granted to the Company, a cons ent under paragraph 1C(2) of Appendix F1 to the Listing +Rules to allow Fanchang Revitalization, being a close associate of the Existing +Shareholders, to participate in the Global Offering as a cornerstone investor. Please +r e f e rt ot h es e c t i o nh e a d e d“ W a i v e r sF r o mStrict Compliance with the Listing Rules — +Consent under paragraph 1C(2) of Appendi x F1 to the Listing Rules in respect of +subscription of Offer Shares by a close as sociate of an existing shareholder as a +cornerstone investor” in the Prospectus for details. +Such allocations of Offer Shares are in co mpliance with all the conditions under the +consent granted by the Stock Exchange. +For details of the allocations of Offer Shares t o Fanchang Revitalization, please refer to +the section headed “Allotment Results Det ails — International Offering — Cornerstone +Investors” in this announcement. +Placing to connected clients with a consent und er paragraph 1C(1) of the Placing Guidelines +Under the International Offering, certain O ffer Shares were placed to connected clients +of their connected distributors pursuant to th e Placing Guidelines as placees. Please refer +to the section headed “Allotment Results De tails — International Offering — Allottees +with Consents Obtained” in this announcemen t for details. The Company has applied to +the Stock Exchange for, and the Stock Exch ange has granted, consents under paragraph +1C(1) of the Placing Guidelines to permit the Company to allocate such Offer Shares in +the International Offering to the connected cl ients as placees. The allocations of Offer +Shares to such connected clients are in compliance with all the conditions under the +consent granted by the Stock Exchange. Deta ils of the placement to connected clients as +placees are set out below: +No. +Connected +Distributor Connected Client Relationship +Whether the +connected client is a +collective investment +scheme which is not +authorized by the +SFC or is expected +to hold the Offer +Shares on behalf of +such scheme +Whether the +Connected Client will +hold the beneficial +interests of the Offer +Shares on a +non-discretionary basis +or discretionary basis +for independent third +parties +Number of Offer +Shares to be +a l l o c a t e dt ot h e +Connected Client +Approximate +percentage of total +number of Offer +Shares under the +Global Offering +Approximate +percentage of total +issued share capital +immediately +following +completion of the +Global Offering +1. CLSA Limited +(CLSA) +CSI Capital Management +Limited (“ CSICM ”) +(Note 1) +CSI Capital is a member of +the same group of +companies as CLSA +Limited +N N 520,000 4.54% 0.66% +2. CLSA Limited +(CLSA) +CITIC Securities Asset +Management Company +Limited ( CITICS AM ) +(Note 2) +CITICS AM is a member +of the same group of +companies as CLSA +Limited +Y Y 20,000 0.17% 0.03% +–1 2– + + +--- page 13 --- +Notes: +1. CSICM and CITIC Securities Company Limited will enter into a series of cross border OTC swap +transactions (the “ OTC Swaps ”) with the investment managers, who act for and on behalf of certain +ultimate clients (collectively, the “ CSICM Ultimate Clients ”), pursuant to which CSICM will hold the +O f f e rS h a r e st ob es u b s c r i b e df o ra n do nb e h a l fof the investment managers on a nondiscretionary +basis to hedge the OTC Swaps while the economic risk s and returns of the underlying Offer Shares are +passed to the CSICM Ultimate Clients, subject to c ustomary fees and commissions. CSICM will not +take part in any economic returns or bear any econ omic losses in relation t o the Offer Shares. The +OTC Swaps will be fully funded by the CSICM Ultima te Clients. Each of the investment managers +and their ultimate beneficial owner is independent from each of the Company, its subsidiaries and +substantial shareholders. The CSICM Ultimate C lients for purpose of this placee subscription +include: 睿元進取一號私募證券投資基金 (“Ruiyuan Fund ”) and 睿景金瑞6號私募證券投資基金, +(“Ruijing Fund ”), which are managed by Shenzhen Qianh ai Ruijing Kaiyuan Capital Management +Co., Ltd. ( 深圳前海睿景開元基金管理有限公司)( “ Shenzhen Qianhai ”). No ultimate beneficial owner +holds 30% or more interest in Ruiyuan Fund. Th e ultimate beneficial owner holds 30% or more +interest in Ruijing Fund is Liao Chang ( 廖暢). Cai Zhiguo ( 蔡志國) and Zhang Lili ( 張麗麗)e a c h +holds 30% or more interest in Shenzhen Qianhai. +2. CITICS AM is a member of the same group of companies as CLSA. CITICS AM will hold the Offer +Shares in its capacity as the discretionary fund manager managing the funds on behalf of their +investors (the “ CITICS AM Ultimate Clients ”), each of which is, to the best knowledge of CITICS +AM, (i) an independent third party of the Company, its subsidiaries, its substantial shareholders, +CITICS AM, CLSA and the companies which are members of the same group of companies as CLSA; +and (ii) a collective investment scheme which is not authorized by the SFC. No ultimate beneficial +owner holds 30% or more interest in the funds. +The details of the CITICS AM Ultimate Clients are as follow. +No. Fund Name +Fund +Manager +UBO of +Fund Manager +Limited Partner/ +Shareholding +holding 30% or +more in the +CITICS AM +Ultimate Clients +1. CITIC SECURITIES COMPANY +LIMITED-XINHANG ZHIYUAN +NO.1 ( 中信證券信航致遠1號集合資產 +管理計劃) +CITICS AM CITIC Securities +Company Limited +N/A +2. CITIC SECURITIES COMPANY +LIMITED-XINHANG ZHIYUAN +NO.3 ( 中信證券信航致遠3號集合資產 +管理計劃) +CITICS AM CITIC Securities +Company Limited +N/A +To the best of knowledge of CITICS AM and a fter making all reasonable enquiries, +CITICS AM Ultimate Client, together with eac h of their ultimate beneficial owners, is an +independent third party of the Company, its s ubsidiaries, its substantial shareholders, +CITICS AM, CLSA and the companies which are members of the same group of CLSA. +–1 3– + + +--- page 14 --- +DISCLAIMERS +Hong Kong Exchanges and Clearing Li mited, The Stock Exchange of Hong Kong +Limited and Hong Kong Securities Clearing Company Limited take no responsibility for +the contents of this announcement, make no representation as to its accuracy or +completeness and expressly disclaim any liability whatsoever for any loss howsoever +arising from or in reliance upon the whole or any part of the contents of this +announcement. +This announcement is not for release, publication o r distribution, direct ly or indirectly, in +or into the United States (including its terr itories and possessions, any state of the United +States and the District of Columbia or any oth er jurisdiction where such distribution is +prohibited by laws). This announcement does not constitute or form a part of any offer or +solicitation to purchase or subscribe for secu rities in the United States or in any other +jurisdictions. The securities mentioned her ein have not been, and will not be, registered +under the United States Securities Act o f 1933 as amended from time to time (the “ U.S. +Securities Act ”) or securities law of any state or oth er jurisdiction of the United States. +The securities may not be offered, sold, pledge d or otherwise transferred within the United +States except pursuant to an exemption from t he registration requirements of the U.S. +Securities Act and in compliance with any appl icable state securities laws. The Offer +Shares are being offered and sold solely outsi de the United States in offshore transactions +in reliance on Regulation S under the U.S. Securities Act. +This announcement is for information purposes only and does not constitute an invitation +or offer to acquire, purchase or subscrib e for securities. This announcement is not a +prospectus. Potential investors should r ead the Prospectus dat ed June 5, 2026 issued by +Liuliumei Co., Ltd. ( +溜溜梅股份有限公司) for detailed information about the Global +Offering described below before deciding whether or not to invest in the Offer Shares +thereby being offered. +* Potential investors of the Offer Shares should note that the Joint Sponsors and the +Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) +shall be entitled to terminate their oblig ations under the Hong Kong Underwriting +Agreement with immediate effect upon the occurrence of any of the events set out in +the section headed “Underwriting — Und erwriting Arrangements and Expenses — +Hong Kong Public Offering — Grounds for Termination” in the Prospectus at any +time prior to 8 : 00 a.m. (Hong Kong time) on the Listing Date (which is currently +expected to be on June 15, 2026). +–1 4– + + +--- page 15 --- +PUBLIC FLOAT AND FREE FLOAT +Out of the 67,347,108 H Shares to be converted from Domestic Shares and listed on the +Stock Exchange following the Global Offe ring: (i) 8,238,749 H Shares, representing +approximately 10.45% of the total issued sh are capital of our Com pany immediately +after the Global Offering, which will be held by Shenzhen Junrong, Nuoxiang Dongchen, +Nuoxiang Jinhong, Huaan Fund and Xingn ong Fund, will be counted towards the public +float; and (ii) 59,108,359 H Shares, repres enting approximately 75.00% of the total +issued share capital of our Company immediat ely after the Global Offering, which will be +held by Mr. Yang, Ms. Li, Jurun Investment, Kaixuan Star and Kailai Star, who/which +are core connected persons of our Company, w ill not be counted towards the public float. +Based on the Offer Price of HK$43.58 per Off er Share, immediately following the +conversion of the Domestic Shares into H Sha res and completion of the Global Offering, +the expected market capitalization of th eHS h a r e sa tt h et i m eo fL i s t i n gw i l lb e +approximately HK$3.44 billion. To th e best knowledge of our Directors, upon +completion of the Global Offering and Con version of the Domestic Shares into H +Shares, 19,702,849 H Shares held or control led by our Shareholders who are not our core +connected persons, representing 25.0001% of the total issued H Shares, will be counted +towards the public float which is higher th an 25%, the minimum prescribed percentage of +H Shares required to be held in public hands under Rule 19A.13A(1) of the Listing Rules +applicable to the Company. Therefore, the Company will be able to meet the public float +requirement under Rule 19A.13A of the Listing Rules at the time of the Listing. +FREE FLOAT +Based on the Offer Price of HK$43.58 per Offe r Share, it is expected that 8,077,000 H +Shares will not be subject to any disposal re strictions (whether under contract, the +Listing Rules, applicable laws or otherwise ), representing approximately 10.25% of our +total issued share capital upon Listing and a market capitalization of approximately +HK$352.0 million. Therefore, our Company will be able to satisfy the free float +requirement under Rule 19A.13C(1)(a) of the Listing Rules. +COMMENCEMENT OF DEALINGS +The H Share certificates will only become val id evidence of title at 8 : 00 a.m. on Monday, +June 15, 2026 (Hong Kong time), provided that the Global Offering has become +unconditional and the right of termination des cribed in the section headed “Underwriting +— Underwriting Arrangements and Expen ses — Hong Kong Public Offering — Grounds +for Termination” in the Prospectus has not been exercised. Investors who trade the H +Shares on the basis of publicly available alloc ation details prior to the receipt of H Share +certificates or prior to the H Share certific ates becoming valid evidence of title do so +entirely at their own risk. +–1 5– + + +--- page 16 --- +Assuming that the Global Offering become s unconditional at or before 8 : 00 a.m. on +Monday, June 15, 2026 (Hong Kong time), it is expected that dealings in the H Shares on +the Stock Exchange will commence at 9 : 00 a.m. on Monday, June 15, 2026 (Hong Kong +time). The H Shares will be traded in board lots of 100 H Shares each, and the stock code +of the H Shares will be 6658. +By order of the Board +Liuliumei Co., Ltd. +溜溜梅股份有限公司 +Mr. Yang Fan +Chairman of the Board and Chief Executive Officer +Hong Kong, June 12, 2026 +As at the date of this announcement, the Boar d comprises (i) Mr. Yang Fan, Mr. Ning +Pengfei, Ms. Hu Yan, Mr. Gou Bin and Mr. Mei Huixiang as executive Directors; (ii) Mr. +Xu Lianzheng as non-executive Directors; and (iii) Mr. Liu Feng, Mr. Xiong Hui and Mr. +Lu Jian as independent non-executive Directors. +–1 6– diff --git a/data/extracted_text/06658/prospectus_2026-06-05.txt b/data/extracted_text/06658/prospectus_2026-06-05.txt new file mode 100644 index 0000000..68df38f --- /dev/null +++ b/data/extracted_text/06658/prospectus_2026-06-05.txt @@ -0,0 +1,20838 @@ +--- page 1 --- +Stock code : 6658 + + +--- page 2 --- +If you are in any doubt about any of the contents of this pros pectus, you should obtain independent professional advice. +Liuliumei Co., Ltd. +溜溜 梅 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 +: 11,464,100 H Shares (subj ect to the Over-allotment +Option) +Number of Hong Kong Offer Shares : 1,146,500 H Shares (subject to reallocation) +Number of International Offer Shares : 10,317,600 H Shares (subject to reallocation and +the Over-allotment Option) +Offer Price : HK$43.58 per H Share, plus brokerage of 1.0%, +SFC transaction levy of 0.0027%, AFRC +transaction levy of 0.00015% and Stock +Exchange trading fee of 0.00565% (payable in +full on application in Hong Kong dollars and +subject to refund) +Nominal value : RMB1.00 per H Share +Stock code : 6658 +Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and +Joint Lead Managers +Joint Bookrunners and Joint Lead Managers +⳪暲@:9) +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 VII to this prospectus, has b een registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding up and +Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong. The Securities and Futures Commission of Hong Kong and the Registrar of Comp anies in +Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above. +The Offer Price per Offer Share will be HK$43.58 per Offer Share, unless otherwise announced. Applicants for the Hong Kong Offer Shares may be required to pay +(subject to application channels), on application, the Offer Price of HK$43.58 for each Hong Kong Offer Share together with brokerage fee of 1.0%, SFC transaction +levy of 0.0027%, the AFRC transaction levy of 0.00015% an d Hong Kong Stock Exchange trading fee of 0.00565%. +The Overall Coordinators, on behalf of the Underwr iters, and with our consent may, where considered appropriate, reduce the number of Hong Kong Offer Shares +and/or the Offer Price below that is stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kon gP u b l i c +Offering. In such a case, notices of the reduction in the number of Hong Kong Offer Shares and/or the Offer Price will be published on the website of our Co mpany at +www.liuliumei.com and on the website of the Stock Exchange at www.hkexnews.hk 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 lodging applications under the Hong Kong Public Offering. Such notices will also be availa ble. Further +details are set forth in ‘‘Structure of the Global Offering’’ and ‘‘How to Apply for the Hong Kong Offer Shares’’ in this prospectus. +Prior to making an investment decision, prospectiv e investors should carefully consider all of the information set out in this prospectus, in partic ular, the risk factors set +out in the section headed ‘‘Risk Factors.’’ The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to te rmination by +the Overall Coordinators (on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8 : 00 a.m. on the Listing Date. See ‘‘Underwriting — Grounds for +Termination’’ of this prospectus. +The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may be offered a n ds o l do n l y +outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act. +ATTENTION +The Hong Kong Public Offering is being conducted in a fully electronic manne r and no printed copies of this prospectus will be provided by the Company. +This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk and our website at www.liuliumei.com. If you require a printed copy of this +prospectus, you may download and print from the website address above. +June 5, 2026 +IMPORTANT + + +--- page 3 --- +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. 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.liuliumei.com . +To apply for the Hong Kong Offer Shares, you may: +(1) apply online via the White Form eIPO service at www.eipo.com.hk ;o r +(2) apply electronically through the HKSCC EIPO channel and cause HKSCC Nominees +to apply on your behalf by instructing your broker or custodian who is a HKSCC +Participant to give electronic 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. +P l e a s er e f e rt ot h es e c t i o nh e a d e d‘ ‘ H o wt oA p p l yf o rt h eH o n gK o n gO f f e rS h a r e s ’ ’i nt h i s +prospectus for further details on the procedures through which you can apply for the Hong Kong +Offer Shares electronically. +IMPORTANT +–i– + + +--- page 4 --- +Your application through the White Form eIPO service or the HKSCC EIPO service must be +made for a minimum of 100 Hong Kong Offer Shares a nd 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 Ko ng Offer Shares will be considered and such +an application is liable to be rejected. +If you are applying through the White Form eIP O service, you may refer to the table below for +the amount payable for the number of Hong Kong Offer Shares you have selected. You must pay the +respective amount payable on application in ful l upon application for Hong Kong Offer Shares. +If you are applying through the HKSCC EIPO channel, your broker or custodian may require +you to pre-fund your application in such amount a s determined by the broker or custodian, based on +the applicable laws and regulations in Hong Kong You are responsible for complying with any such +pre-funding requirement imposed by your broker or custodian with respect to the Hong Kong Offer +S h a r e sy o ua p p l i e df o r . +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$ +100 4,401.96 1,500 66,029.25 8, 000 352,156.03 90,000 3,961,755.38 +200 8,803.90 2,000 88,039.00 9, 000 396,175.54 100,000 4,401,950.44 +300 13,205.85 2,500 110,048.76 10, 000 440,195.04 150,000 6,602,925.65 +400 17,607.80 3,000 132,058.52 20, 000 880,390.09 200,000 8,803,900.85 +500 22,009.75 3,500 154,068.27 30, 000 1,320,585.13 250, 000 11,004,876.08 +600 26,411.71 4,000 176,078.02 40, 000 1,760,780.17 300, 000 13,205,851.29 +700 30,813.65 4,500 198,087.76 50, 000 2,200,975.21 350, 000 15,406,826.50 +800 35,215.60 5,000 220,097.52 60, 000 2,641,170.26 400, 000 17,607,801.72 +900 39,617.56 6,000 264,117.02 70, 000 3,081,365.31 450, 000 19,808,776.94 +1,000 44,019.51 7,000 308,136. 54 80,000 3,521,560.34 573,200 (1) 25,231,979.86 +Notes: +(1) Maximum number of Hong Kong Offer Share you may apply for. +(2) The amount payable is inclusive of brokerage, SFC tran saction levy, the Stock Exchange trading fee and AFRC +transaction levy. If your application i s successful, brokerage will be paid to th e Exchange Participants (as defined +in the Listing Rules) and the SFC transaction levy, the S tock Exchange trading fee and AFRC transaction levy +are paid to the Stock Exchange (in the case of the SFC t ransaction 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 to the expected timetable of the Hong Kong Public Offering, we will issue +an announcement to be published on the website of the Stock Exchange at www.hkexnews.hk and our +website at www.liuliumei.com . +H o n gK o n gP u b l i cO f f e r i n gc o m m e n c e s ................................ 9 : 0 0a . m .o n +Friday, June 5, 2026 +Latest time to complete applications under the +White Form eIPO service through the designated +website at www.eipo.com.hk (2) .....................................1 1 : 3 0a . m .o n +Wednesday, June 10, 2026 +Application lists open (3) ..........................................1 1 : 4 5a . m .o n +Wednesday, June 10, 2026 +Latest time (a) to complete payment of White Form eIPO +applications by effecting internet banking transfer(s) or +PPS payment transfer(s) and (b) apply through the +HKSCC EIPO channel +(4) ....................................... 1 2 : 0 0n o o no n +Wednesday, June 10, 2026 +If you are instructing your broker or custo dian who is a HKSCC Participant will submit +electronic application instruction(s) on your b ehalf through HKSCC’s FINI system in accordance +with your instruction, you are advised to contact your broker or custodian for the earliest and latest +time for giving such instructions, as this may vary by broker or custodian. +Application lists close (3) ......................................... 1 2 : 0 0n o o no n +Wednesday, June 10, 2026 +Announcement of +. the level of indications of interest in the International Offering; +. the level of applications in the Hong Kong Public Offering; and +. the basis of allocation of the Hong Kong Offer +Shares to be published on the website of the Stock +Exchange at +www.hkexnews.hk and our website at +www.liuliumei.com (5) ............................ n ol a t e rt h a n1 1 : 0 0p . m .o n +Friday, June 12, 2026 +Results of allocations in the Hong Kong Public Offering +(with successful applicants’ identification document +numbers, where appropria te) to be made available +through a variety of channels as described in the section +headed ‘‘How to Apply for the Hong Kong Offer Shares +— Publication of Results’’ including +. on the website of the Stock Exchange at +www.hkexnews.hk and our website at +www.liuliumei.com (5) r e s p e c t i v e l y ................... n ol a t e rt h a n1 1 : 0 0p . m .o n +Friday, June 12, 2026 +EXPECTED TIMETABLE (1) +– iii – + + +--- page 6 --- +. on the designated results of allocation website at +www.iporesults.com.hk (alternatively: +www.eipo.com.hk/eIPOAllotment )w i t ha‘ ‘ s e a r c h +b yI D ’ ’f u n c t i o n .................................... f r o m1 1 : 0 0p . m .o n +Friday, June 12, 2026 to +12 : 00 midnight on +Thursday, June 18, 2026 +. from the allocation results telephone enquiry line +by at +852 2862 8555 between 9 : 00 a.m. and +6 : 0 0p . m . ....................................o nM o n d a y ,J u n e1 5 ,2 0 2 6 , +Tuesday, June 16, 2026, +Wednesday, June 17, 2026 and +Thursday, June 18, 2026 +Despatch of H Share certific ates in respect of wholly or +partially successful applic ations, or deposit of H Share +certificate into CCASS, on or before +(6) ......................... F r i d a y ,J u n e1 2 ,2 0 2 6 +Despatch of White Form e-Refund payment (7) instructions +a n dr e f u n dc h e q u e so no rb e f o r e ............................ M o n d a y ,J u n e1 5 ,2 0 2 6 +Dealings in H Shares on the Stock Exchange expected to +c o m m e n c ea t ................................................. 9 : 0 0a . m .o n +Monday, June 15, 2026 +Notes: +(1) All dates and times refer to Hong Kong loca l time and dates unless otherwise stated. +(2) You will not be permitted to submit your application through the designated website at www.eipo.com.hk after 11 : 30 +a.m. on the last day for making applications. If you have already submitted your application and obtained an +application reference number from the designated websi te before 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 making +applications, when the application lists close. +(3) If there is/are Bad Weather Signal(s) (as defined in the section headed ‘‘How to Apply for the Hong Kong Offer Shares +— Bad Weather Arrangements’’ in this prospectus) in force in Hong Kong at any time between 9 : 00 a.m. and 12 : 00 +noon on Wednesday, June 10, 2026 the application lists will not open or close on that day. For further information, +please refer to the section headed ‘‘How to Apply for th e Hong Kong Offer Shares — Bad Weather Arrangements’’ in +this prospectus. +(4) If you apply for Hong Kong Offer Shares through HKSCC EIPO channel you should contact your broker or custodian +for the latest time for giving such instructions which may be different from the lat est time as stated above. +(5) None of the websites or any of the information contained on the websites forms part of this prospectus. +(6) The H Share certificates will only become valid evidence of title at 8 : 00 a.m. on the Listing Date, which is expected to +be on or around Monday, June 15, 2026 provided that the Glob al Offering has become unconditional in all respects at +or before that time. Investors who trade H Shares on the basis of publicly availab le allocation details before the receipt +of H Share certificates or before the H Share certificates become valid evidence of title do so entirely at their own risk. +(7) Applicants being individuals who are eligible for persona l collection may not authorise any other person to collect on +their behalf. If you are a corporate applicant which is eligible for personal collection, your authorised representative +must bear a letter of authorisation from your corporation s tamped with your corporation’s chop. Both individuals and +authorised representatives must produce evidence of ide ntity acceptable to our H Share Registrar at the time of +collection. +Any uncollected H Share certificates and/or refund checks will be dispatched by ordinary post, at the applicants’ risk, to +the addresses specified in the relevant applications. +EXPECTED TIMETABLE (1) +–i v– + + +--- page 7 --- +White Form e-Refund payment instructions/refund cheques will be issued for the applicants who have applied through +White Form eIPO service in respect of wholly or part ially unsuccessful applications pursuant to the Hong Kong Public +Offering. Part of the applicant’s Hong K ong identity card number or passport number, or, if the application is made by +joint applicants, part of the Hong Kong identity card number or passport number of the first-named applicant, +provided by the applicant(s) may be printed on the refund cheq ue, if any. Such data would al so be transferred to a third +party for refund purposes. Banks may require verifica tion of an applicant’s Hong Kong identity card number or +passport number before encashment of the refund cheques. In accurate completion of an applicant’s Hong Kong identity +card number or passport number may invalidate or delay encashment of the refund cheques. +Applicants who have applied through White Form eIPO service and paid thei r applications monies through single bank +accounts may have refund monies (if any) dispatched to the bank account in the form of White Form e-Refund payment +instructions. Applicants who have applied through White Form eIPO service and paid their app lication monies through +multiple bank accounts may have refund monies (if any) despatched to the address as specified in their application +instructions in the form of refund cheque(s) in favor of the applicant (or, in the case of joint applications, the +first-named applicant) by ordinary post at their own risk. +Further information is set out in the sections headed ‘‘How to Apply for the Hong Kong Offer Shares — +Despatch/Collection of H Share Certifica tes and Refund of Application Monies’’. +The above expected timetable is a summary only. You should read carefully the sections headed +‘‘Underwriting’’, ‘‘Structure of the Global Offering’’ and ‘‘How to Apply for the Hong Kong Offer +Shares’’ for details relating to the structure of th e Global Offering and the conditions and procedures +for application for the Hong Kong Offer Shares. +EXPECTED TIMETABLE (1) +–v– + + +--- page 8 --- +IMPORTANT NOTICE TO PROSPECTIVE INVESTORS +This prospectus is issued by our Company solely in connection with the Hong Kong Public +Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation of +an offer to subscribe for or buy any security other than the Hong Kong Offer Shares. This prospectus +may not be used for the purpose of, and does not constitute, an offer to sell or a solicitation of an +offer to subscribe for or buy any security in any other jurisdiction or in any other circumstances. No +action has been taken to permit a public offering of the Offer Shares or the distribution of this +prospectus in any jurisdiction other than Hong Kong. The distribution of this prospectus and the +offering and sale of the Offer Shares in other jurisdictions are subject to restrictions and may not be +made except as permitted under the applicable securities laws of such jurisdictions pursuant to +registration with or authorization by the relevant securities regulatory authorities or an exemption +therefrom. +You should rely only on the information contained in this prospectus to make your investment +decision. We have not authorized anyone to provide you with information that is different from what +is contained in this prospectus. Any information or representation not included in this prospectus +must not be relied on by you as having been authorized by us, the Joint Sponsors, the Overall +Coordinators, the Capital Market Intermediaries, the Joint Global Coordinators, the Joint +Bookrunners, the Joint Lead Managers, the Underwriters, any of our or their respective directors +or advisors, or any other person or party involved in the Global Offering. Information contained on +our website, located at +www.liuliumei.com , does not form part of this prospectus. +Page +Expected Timetable ................................................................ i i i +Contents .......................................................................... v i +Summary .......................................................................... 1 +Definitions ......................................................................... 1 3 +Glossary of Technical Terms ........................................................ 2 3 +Forward-Looking Statements ........................................................ 2 4 +Risk Factors ....................................................................... 2 5 +Waivers from Strict Compliance with the Listing Rules ................................. 4 6 +Information about this Prospectus and the Global Offering ............................. 5 0 +Directors, Supervisors and Parties Involved in the Global Offering ...................... 5 4 +Corporate Information .............................................................. 5 8 +Industry Overview .................................................................. 6 0 +Regulatory Overview ............................................................... 7 0 +History, Development and Corporate Structure ........................................ 7 6 +Business ........................................................................... 9 3 +Directors, Supervisors and Senior Management ........................................ 1 4 3 +Relationship with our Controlling Shareholders ........................................ 1 5 6 +Share Capital ...................................................................... 1 6 0 +CONTENTS +–v i– + + +--- page 9 --- +Page +Substantial Shareholders ............................................................ 1 6 3 +Cornerstone Investors ............................................................... 1 6 5 +Financial Information ............................................................... 1 7 0 +Future Plans and Use of Proceeds .................................................... 1 9 9 +Underwriting ....................................................................... 2 0 2 +Structure of the Global Offering ..................................................... 2 1 3 +How to Apply for the Hong Kong Offer Shares ........................................ 2 2 0 +Appendix I — Accountants’ Report .............................................. I - 1 +Appendix II — Unaudited Pro Forma Financial Information ......................... I I - 1 +Appendix III — Taxation and Foreign Exchange .................................... III-1 +Appendix IV — Summary of Principal Legal and Regulatory Provisions ............... I V - 1 +Appendix V — Summary of Articles of Association ................................. V - 1 +Appendix VI — Statutory and General Information ................................. V I - 1 +Appendix VII — Documents Delivered to the Registrar of Companies and +Available on Display ............................................ V I I - 1 +CONTENTS +–v i i– + + +--- page 10 --- +This summary aims to give you an overview of the information contained in this prospectus. As +it is a summary, it does not contain all the information that may be important to you and is qualified +in its entirety by, and should be in conjunction with, the full text of this prospectus. You should read +the entire prospectus before you decide to invest in the Offer Shares. +There are risks associated with any investment. Some of the particular risks in investing in the +Offer Shares are set out in ‘‘Risk Factors.’’ You should read that section carefully before you decide +to invest in the Offer Shares. +OVERVIEW +We are a fruit snack company focusing on the plum-based products. We also aspire to promote +plum culture and to introduce snacking options with natural ingredients. Guided by our +plum-centric product development strategy, we ha ve built a diverse plum-based products portfolio +ranging from classic products crafted with traditi onal techniques to products fused with complex +flavors, catering to a wide range of taste profiles. Since the launch of our iconic brand Liuliumei (‘‘ 溜 +溜梅’’) in 2001, we have been dedicated to deepening our expertise in the plum-based products +industry and unlocking the culinary potential of sour flavors within plums. +In 2024, we ranked first in China’s fruit snacks industry in terms of the retail sales value, with a +market share of 4.9%, according t o Frost & Sullivan. Since its launch in 2019, our plum jelly rapidly +captured consumer bases, leveraging its natural an d refreshing tastes. As a result, according to Frost +& Sullivan, in 2024, we ranked sixth in China’s j elly industry in terms of retail sales value, +representing a market share of 2.9%. +During the Track Record Period, we achieved strong growth. In 2023, 2024 and 2025, our total +revenue amounted to RMB1, 322.0 million, RMB1,616.0 million and RMB1,710.7 million, +respectively. We also effectively managed our co sts and enjoyed benefit from economies of scale, +recording net profit of RMB99.2 million, RMB 147.7 million and RMB182.1 m illion in 2023, 2024 +and 2025, respectively. +OUR STRENGTHS +We believe the following competitive advant ages have contributed to our success: (i) robust +product development strategy and continuous R&D efforts; (ii) comprehensive sales network and +diversified marketing campaigns; (iii) integrated supply chain; and (iv) e xperienced management +team with entrepreneurship and market insights. +OUR GROWTH STRATEGIES +We will continue to pursue the following strate gies: (i) Enrich our product offerings; (ii) +Enhance our brand recognition; (iii) expanding our sales network, increasing consumer bases and +exploring international markets; and (iv) optimizing our production capacity and supply chain. +OUR BRAND AND PRODUCTS +We offer three major product categories, namel y, our dried plum snacks, prune-based products +and plum jelly. For each category, we have launche d different series encompassing both products +crafted with traditional methods and products of complex flavors. +SUMMARY +–1– + + +--- page 11 --- +The following table sets forth the breakdown of the sales volume and average selling price per +kg of our major product categories for the years indicated: +Year ended December 31, +2023 2024 2025 +Dried plum snacks kilotons 23.2 29.9 23.6 +RMB/kg 36.2 32.6 35.2 +Prune-based products kilotons 4.0 5.6 9.0 +RMB/kg 38.7 39.7 42.1 +Plum jelly kilotons 12.1 21.8 24.7 +RMB/kg 25.7 18.8 18.8 +Note: the average selling price per kg is estimated through div iding the revenue of each product category by the sales +volume. +OUR SALES CHANNELS +Our management and development of sales channels are vital to our business operation and +future growth. The table below sets forth a breakd own of our revenue by sales channel for the years +indicated: +Year ended December 31, +2023 2024 2025 +Amount % Amount % Amount % +(RMB in thousands, except for percentages) +Online self-operated stores 135,582 10.3 139,226 8.6 128,945 7.5 +Supermarkets and membership stores (1) 170,919 12.9 266,914 16.5 402,554 23.5 +Snack stores 133,827 10.1 550,813 34.1 648,451 38.0 +Distributorship 881,714 66.7 659,065 40.8 530,781 31.0 +Total 1,322,042 100.0 1,616,018 100.0 1,710,731 100.0 +Note: +(1) Supermarkets and membership stores primarily incl ude national and regional supermarkets operating both +online and offline, as well as membership stores with whom we began cooperation in late 2024. Our revenue +attributable to membership stores accounted for 0.7% and 8.6% of our total revenue in 2024 and 2025, +respectively. +During the Track Record Period, we strategically focus on developing membership stores and +chain snack stores. Membership stores operate on a premium market positioning where customers +pay a membership subscription fee for access. This model is characterized by value-per-unit pricing +on larger packing sizes, which is underpinned by s trict SKU management, private-label merchandise +development, and robust supply-chain capabilitie s. In contrast, specialized snack stores focus on +convenience and impromptu purchases. Their success relies on (i) a different operational strategy +emphasizing wide choice of SKUs and diverse product s pecifications, competitive pricing, frequent +product refreshes to capture evolving tastes and (ii) a network of compact, conveniently located +stores that prioritize efficient merchandising an d rapid replenishment. Revenue from supermarkets +and membership stores increased by 56.2% fr om RMB170.9 million in 2023 to RMB266.9 million in +2024, and further increased by 50.8% to RMB402.6 million in 2025. This was primarily driven by (i) +our introduction of premium products, such as Chile an pitted prunes, which were positioned to cater +to mid-to-high-income customers; (ii) our rollout of differentiated packaging and tailored product +offerings developed sp ecifically for membership store c onsumers; and (iii) our commencement of +business with certain prominent and fas t-growing membership stores in late 2024. +SUMMARY +–2– + + +--- page 12 --- +Revenue from snack stores increased by 311 .7% from RMB133.8 million in 2023 to RMB550.8 +million in 2024, and further increased by 17.7% to RMB648.5 million in 2025. This was primarily +driven by (i) the continued expansion of large-scale snack store groups, which led to increased +procurement volumes; (ii) our expanded presence and increased cooperation with leading nationwide +snack store chains with leading nat ionwide snack store chains; (iii) our launch of customized product +formats, such as family-sized packages and vari ety packs; and (iv) our implementation of +co-branding initiatives and targeted marketing campaigns, as well as our enhanced use of digital +marketing and live commerce platforms. +Revenue from distributorship decrease d by 25.2% from RMB881.7 million in 2023 to +RMB659.1 million in 2024, and further decrea sed by 19.5% to RMB530.8 million in 2025, primarily +due to our strategic shift to focus on the sales to sup ermarkets, membership stores and snack stores. +The following table sets forth a breakdown of our gross profit and gross profit margin by sales +channel for the years indicated: +Year ended December 31, +2023 2024 2025 +Gross +profit +Gross +profit +margin +(%) +Gross +profit +Gross +profit +margin +(%) +Gross +profit +Gross +profit +margin +(%) +(RMB in thousands, except percentages) +Online self-operated stores 68,050 50.2 65,420 47.0 53,545 41.5 +Supermarkets and membership stores (1) 77,051 45.1 105,118 39.4 131,959 32.8 +Snack stores 54,266 40.5 191,685 34.8 228,529 35.2 +Distributorship 330,344 37.5 220,242 33.4 194,667 36.7 +Total 529,711 40.1 582,465 36.0 608,700 35.6 +Note: +(1) Supermarkets and membership stores primarily incl ude national and regional supermarkets operating both +online and offline, as well as membership stor es with whom we began coope ration in late 2024. +Our gross profit margin from supermarkets an d membership stores declined from 45.1% in +2023 to 39.4% in 2024. Similarly, our gross profit ma rgin from sales to snack stores decreased from +40.5% in 2023 to 34.8% in 2024, and our gross profit m argins from sales to distributorship decreased +from 37.5% to 33.4% during the same period. This decline is primarily due to our adoption of a +pricing strategy that offers lower prices to t hese customers. Our gross profit margin from +supermarkets and membership stores decreased from 39.4% in 2024 to 32.8% in 2025, mainly +because we increased the sales of customized prune-based products for a membership store, which +had lower profit margins. Our gross profit margin from sales to snack stores remained relatively +stable at 34.8% in 2024 and 35.2% in 2025. Our gross profit margin from sales to online +self-operated stores decreased from 47.0% in 2024 to 41.5% in 2025, primarily due to competitive +pricing strategies to amplify our online platfo rm presence and enhanced promotion for newly +launched products, which lowered the prices of such products. Our gross profit margin from +distributorship increased from 33.4% in 2024 to 36.7% in 2025, as we reduc ed the discounts for +distributors when we enhanced collaborations with other channels. +OUR PRODUCTION +During the Track Record Period, our production plants mainly produced dried plum snacks, +plum jelly and prune-based products. We also engage some third-party contractors, from time to +time, to facilitate only certain preliminary processi ng phases of the production, such as the pickling +phase for our dried plum snacks, thereby easing sh ort-term pressure on produc tion facilities during +peak seasons. +SUMMARY +–3– + + +--- page 13 --- +The following table sets forth the production cap acity, production volume and utilization rate +of our four production plants for finished products during the Track Record Period: +Year ended December 31, +2023 2024 2025 +Designed +capacity +Actual +production +Utilization +rate (%) +Designed +capacity +Actual +production +Utilization +rate (%) +Designed +capacity +Actual +production +Utilization +rate (%) +(tons in thousands, except for percentages) +Anhui Plant 25.9 22.5 86.9 32.2 30.2 93.9 34.9 27.1 77.7 +Plum Jelly Plant 10.3 7.3 70.8 23.6 18.8 79.8 26.6 21.3 80.0 +Wuhu Plant 6.0 3.6 59.9 6.0 3.5 58.1 6.0 3.6 60.0 +‘‘Fiber Life’’ Natural Food +Production Plant – – – 3.5 1.8 51.8 8.0 4.7 58.8 +Total 42.2 33.4 79.1 65.3 54.3 83.2 75.5 56.7 75.1 +Notes: +(1) The designed production capacity of the year is calcu lated based on the following assumptions: (i) All product +lines are functioning in its full capacity; (ii) our pr oduction facilities operate 16 hours per day for most of our +products; and (iii) we operate at every working day per year. +(2) The utilization rate of our production plant during the year equals the actual produ ction volume divided by the +designed production capacity during the same year. +(3) During the Track Record Period, Anhui Plant primarily produced dried plum products and prune-based +products. The utilization rate of Anhui Plant decreased from 93.9% in 2024 to 77.7% in 2025, mainly because we +increased our sales focus on plum jelly and prune-base d products in response to market demand and consumer +preferences, and adjusted our production schedule accordingly to prioritize these two product categories. As our +Anhui Plant is principally configured for the production of dried plum snacks, this adjustment correspondingly +resulted in a decrease in its production utilization rate. +(4) During the Track Record Period, our Plum Je lly Plant mainly produced plum jelly products. +(5) During the Track Record Period, our Wuhu Plant primarily produced dried plum products and other products. +(6) During the Track Record Period, our ‘‘Fiber Life’’ Na tural Food Production Plant p rimarily produced pitted +prune-based products. +SUPPLY CHAIN MANAGEMENT +Our integrated supply chain spanning across raw material procurement, processing and +production is key to our success. Our procurement team coordinates with our production team, +preparing a procurement list based on the production team’s plans, annual budgets and market price +for raw materials. Meanwhile, the procurement t eam is also responsible for purchasing bulk raw +materials and strategic stockpile that are necessary to our production, planning and purchasing +fundamental raw materials based on its analysis of the market. +OUR CUSTOMERS AND SUPPLIERS +Our major customers primarily comprise superm arkets, membership stores, snack stores and +distributors. During the Track R ecord Period, revenue from our five largest customers in each year +accounted for 14.2%, 33.1% and 45.8% of our total revenue for the respective year. The increase in +revenue generated from our five largest customers in each year during the Track Record Period was +primarily attributable to our strengthened coopera tion with fast-expanding national snack stores. +During the Track Record Period, revenue from our largest customer in each year accounted for +3.4%, 14.1% and 16.4% of our total revenue for the respective year. Our largest customer in 2023 is +a leading nationwide chain supermarket, which offers comprehensive range of groceries, food and +household items. Our largest customers in 2024 and 2025, Customer B and Customer C, were +nationwide chain snack stores. Customer B operat es over 14,000 snack stores covering 28 provinces +and all city tiers in China, and Customer C operate s about 18,300 snack stores in all major provinces +and cities in China. +SUMMARY +–4– + + +--- page 14 --- +Our major suppliers primarily comprise raw material suppliers, production equipment +suppliers, and packaging materi al suppliers. During the Track R ecord Period, purchase amount +from our five largest suppliers in each year acco unted for 16.9%, 14.5% and 14.7% of our total +purchase amount for the respective year. During the Track Record Period, purchase amount from +our largest supplier in each year accounted for 5.0%, 5.1% and 3.9% of our total purchase amount +for the respective year. Our largest supplier in 2023 and 2024 sold sugar to us. +FOOD SAFETY AND QUALITY CONTROL +Food safety and product quality is our top pri ority. We have implemented a comprehensive +quality management system that encompasses our en tire supply chain, from raw material sourcing to +product sales. Building on the requirements of ISO 22000 and HACCP, we identify and evaluate +food safety risks in each stage of production. We have achieved the globally recognized FSSC 22000 +certification in October 2024 to standardize foo d safety management across our supply chain. We +have established a dedicated quality assurance cente r for quality planning, quality engineering and +supplier management. The testing center has received CMA and CNAS certifications and produces +authoritative testing reports that facilitate con tinuous improvement in our quality management +practices. +MARKETING AND PROMOTION +Our marketing strategy is key to our brand development, combining innovative marketing +vehicles and advertising campaigns that capture consumer attention to establish brand identity. +Central to our strategy is to cultivate consumer mindshare, advocating for various consumption +scenarios of plum-based food and encouraging consumers to incorporate our products into their +daily diets. We also offer customized products and co-branding products to enhance our brand +awareness. Committed to promoting plum culture, we also adopt the culture-driven marketing +strategy that educates consumers about the rich history of plum-based food. Our multi-faceted +marketing style provides an immersive experience to consumers, creating emot ional connections with +them, while enriching the cultural narratives of our brand. To retain our energetic and youthful +brand image, we also collaborate with celebr ities and KOLs who are popular among younger +generations. +COMPETITIVE LANDSCAPE +According to Frost & Sullivan, the snack foo d industry in China is highly competitive. +According to Frost & Sullivan, China’s market si ze of fruit snack in terms of retail sales value +amounted to RMB52.0 billion in 2024, accounting for 5.6% of China’s snack food industry. The +market size of the fruit snack industry in China by retail sales value increased from RMB37.8 billion +in 2020 to RMB52.0 billion in 2024 at a CAGR of 8.3% , and is expected to further reach RMB78.0 +billion in 2029, with a CAGR of 8.6%. On the other ha nd, sour-flavored products, particularly +plum-based products, have been growing rapidly, primarily due to the evolving market demand for +products made with natural ingredients. We believe our brand recognition, product development +ability, sales channel management ability and prod uction and quality control ability enable us to +compete effectively against our competitors. A ccording to Frost & Sulli van, in 2024 we ranked first +in China’s fruit snacks industry, with a mark et share of 4.9%. See ‘‘Industry Overview.’’ +RISK FACTORS +Some of the major risks we face include: (i) changes in consumer tastes, preferences and +spending habits or any unforeseen circumstances with a negative impact on consumer demand; (ii) +any negative publicity related to our brand, our products or our shareholders, directors, officers, +employees and business partners; (iii) price volatilit y, seasonality and other risks in relation to our +supply chain; (iv) our failure to upgrade existin g products, develop new products and promote new +brands; (v) our failure to compete; (vi) any negativ e publicity related to the snack food industry; and +(vii) any failure to maintain food safety and quality. +SUMMARY +–5– + + +--- page 15 --- +THE IMPACT OF COVID-19 +In 2020, the COVID-19 outbreak affected the global economy and briefly disrupted our +business operations. Approximately 30% of our pr oduction lines were suspended for approximately +30 days, while the remaining lines continued operating under closed-loop management within the +industrial park. Logistics and transportation were not interrupted, as we complied with government +disinfection requirements for food products. All of our offline marketing activities were affected due +to the pandemic, resulting in the cancellation of approximately 600 planned marketing events. In +addition, the installation of certain ancillary production facilities was delayed because the +technicians responsible for installing the production line were subject to a 28-day quarantine +before commencing work. However, these disruptions were temporary, and we soon resumed normal +operations. During the pandemic, we worked clo sely with logistics suppliers to guarantee timely +deliveries and carefully managed our production plan to fulfill customer orders. We also +implemented control measures to safeguard em ployees’ health while maintaining smooth +production and logistics processes. These measures enabled us to effectively respond to the +challenges posed by COVID-19 and maintain stable growth without any material adverse effects on +our business operations or financial performance during the pandemic. +SUMMARY OF HISTORICAL FINANCIAL INFORMATION +The following tables present our summary historical financial information for the years or as of +the dates indicated. +Principal Components of Our Consolidated Statements of Profit or Loss and Other Comprehensive +Income +Year ended December 31, +2023 2024 2025 +(RMB in thousands) +Revenue 1,322,042 1,616,018 1,710,731 +Cost of sales (792,331) (1,033,553) (1,102,031) +Gross profit 529,711 582,465 608,700 +Other income and gains, net 27,962 39,572 34,966 +Selling and distribution expenses (309,395) (310,170) (271,720) +Administrative expenses (88,691) (100,180) (112,085) +Research and development expenses (33,612) (18,948) (27,885) +Finance costs (7,966) (7,773) (13,221) +Fair value (loss)/gain on financial liabilities at +fair value through profit or loss (‘‘ FVTPL ’’) (6,026) (1,625) 5,300 +Impairment losses on trade receivables and +other receivables, net (719) (2,143) (2,481) +Other expenses (661) (791) (2,399) +Profit before tax 110,603 180,407 219,175 +Income tax expense (11,372) (32,688) (37,087) +Profit for the year 99,231 147,719 182,088 +Attributable to: +Owners of the Company 99,231 147,719 182,088 +SUMMARY +–6– + + +--- page 16 --- +Revenue +The following table sets forth a breakdown of our revenue by product category for the years +indicated: +Year ended December 31, +2023 2024 2025 +RMB % RMB % RMB % +(RMB in thousands, except for percentages) +Dried plum snacks 838,110 63.4 973,531 60.3 829,895 48.5 +Prune-based products 155,985 11.8 223,561 13.8 380,210 22.2 +Plum jelly 311,069 23.5 410,358 25.4 465,879 27.3 +Others +(1) 16,878 1.3 8,568 0.5 34,747 2.0 +Total 1,322,042 100.0 1,616,018 100.0 1,710,731 100.0 +Note: +(1) Others mainly represent plum gummy, plum-based seasoning products, plum tea concentrate and other +fruit-based products. +Gross Profit and Gross Margin +The following table sets forth a breakdown of our gross profit and gross profit margin by +product category for the years indicated: +Year ended December 31, +2023 2024 2025 +Gross profit +Gross +profit +margin +(%) Gross profit +Gross +profit +margin +(%) Gross profit +Gross +profit +margin +(%) +(RMB in thousands, except percentages) +Dried plum snacks 316,378 37.7 312,639 32.1 277,007 33.4 +Prune-based products 54,733 35.1 72,332 32.4 112,956 29.7 +Plum jelly 153,030 49.2 196,107 47.8 211,450 45.4 +Others +(1) 5,570 33.0 1,387 16.2 7,287 21.0 +Total 529,711 40.1 582,465 36.0 608,700 35.6 +Note: +(1) Others mainly represent plum gummy, plum-based seasoning products, plum tea and other dried-fruit products. +During the Track Record Period, changes in th e gross profit margin of our products were +primarily due to (i) the fluctuations in key raw mater ial prices, and (ii) our strategic pricing decisions +to enhance market penetration in the broader snack industry. We adjust product prices in response +to the shifting competitive landscape, raw material cost fluctuations and ongoing promotional +activities. For example, we may temporarily reduce prices for new products during launch +promotions to attract consumers’ attention, an d further calibrate pricing amid intensified +competition to reinforce our market presence. Our market-driven pricing strategies enable our +products to effectively penetrate target ma rkets while sustaining sufficient margins. +Profit for the Year +We recorded net losses in 2020 due to the implement ation of a range of restructuring initiatives, +including the adoption of our plum-centric str ategy and the optimization of our distribution +network, which adversely affected our net margins in the short term. Despite our previous +exploration of businesses in non-core dried fruit products, we steered our product development +initiatives to focus on plum-based products and o ther similar offerings, a strategic transformation +that we effected through a series of deliberat e measures commencing in 2019, including the +engagement of a branding consultancy with experience advising leading domestic consumer product +brands to support a comprehensive brand repositioning, the strengthening of messaging around the +health value of green plums, the launch of extensive nationwide marketing campaigns across major +SUMMARY +–7– + + +--- page 17 --- +cities including Hefei, Chengdu, Zhengzhou, Wuhan, Xi’an and Hangzhou, the discontinuation of +non-core dried fruit products, the streamlin ing of our distributor network to focus on key +distributors aligned with our new strategic direction, and the reallocation of significant marketing +and promotional expenditures in support of the foregoing initiatives; while these measures +collectively enhanced our brand focus and operational efficiency, they also resulted in a +short-term decline in revenue during the trans ition period. See ‘‘History, Development and +Corporate Structure — Previous Application for Listing on the Shenzhen Stock Exchange.’’. +However, such initiatives helped us to establish a m ore focused product mix and distribution model. +As a result, in 2021, we had an increase in the revenue primarily driven by an increase in the sales +volume of plum-based products. Such increase in revenue and our efforts in tightening cost controls +in selling expenses, resulted in a net profit posi tion since 2021. Our profit for the year further +increased by 48.9% from RMB99.2 million in 202 3 to RMB147.7 million in 2024, primarily driven +by the continuously increasing demand of our products. Our profit for the year also increased by +23.3% from RMB147.7 million in 2 024 to RMB182.1 million in 2025. +Principal Components of Our Consolidated Statements of Financial Position +As of December 31, +2023 2024 2025 +(RMB in thousands) +Non-current assets 715,636 734,862 857,242 +Current assets 679,026 936,105 1,132,831 +Total assets 1,394,662 1,670,967 1,990,073 +Non-current liabilities 211,144 3,731 4,748 +Current liabilities 918,053 1,049,288 1,103,698 +Total liabilities 1,129,197 1,053,019 1,108,446 +Net current (liabilities)/asse ts (239,027) (113,183) 29,133 +Net assets 265,465 617,948 881,627 +Our net current liabilities of RMB113.2 million as o f December 31, 2024 subsequently turned to +net current assets of RMB29.1 million as of Decemb er 31, 2025, primarily due to (i) an increase in +inventories, (ii) an increase in pledged bank depos its, and (iii) a decrease in financial liabilities at +FVTPL due to our settlement of certain financial lia bilities, partially offset by (i) a decrease in cash +and cash equivalents, (ii) an increase in trade and bills payables, and (iii) an increase in +interest-bearing bank borrowings, which we re mainly attributable to the purchase of raw +materials and production equipment. +Our net current liabilities decreased from RMB239.0 million as of December 31, 2023 to +RMB113.2 million as of December 31, 2024, primarily due to (i) an increase in inventories, (ii) a +decrease in financial liabilities at FVTPL and (iii) an increase in trade and bills receivables, partially +offset by (i) an increase in trade and bills payabl es and (ii) an increase in interest-bearing bank +borrowings. The financial liabilities at FVTPL, pr imarily arising from our repurchase rights and +other embedded derivatives associated with special rights granted to shareholders, has been +converted to equity before our first submission of the application for Listing. +SUMMARY +–8– + + +--- page 18 --- +Our net assets increased from RMB265.5 millio n as of December 31, 2 023 to RMB617.9 million +as of December 31, 2024, primarily due to (i) the d erecognition of redemption liabilities due to +cancellation of redemption righ ts of RMB204.2 million, and (ii) th e profit and total comprehensive +income for the year of RMB147.7 million. Our net assets increased from RMB617.9 million as of +December 31, 2024 to RMB881.6 million as of December 31, 2025, primarily due to the profit and +total comprehensive income for the year of RMB182.1 million. +Summary of Our Consolidated Statements of Cash Flows +Year ended December 31, +2023 2024 2025 +(RMB in thousands) +Net cash flows from operating activities 126,903 84,374 74,474 +Net cash flows used in investing activities (80,634) (110,117) (165,952) +Net cash flows (used in)/from financing +activities (53,328) 36,398 47,335 +Net (decrease)/increase in cash and cash +equivalents (7,059) 10,655 (44,143) +Cash and cash equivalents at beginning +of the year 74,451 67,392 78,047 +Cash and cash equivalents at end of the year 67,392 78,047 33,904 +Our cash and cash equivalents decreased sig nificantly from RMB78.0 million in 2024 to +RMB33.9 million in 2025, primarily due to an inc rease in inventories of RMB151.0 million in +relation to our substantial procurement of raw materials and ancillary materials ahead of peak sales +season during the Chinese New Year, and an inc rease in trade and bills receivables of RMB60.0 +million due to the increased sales to retail custome rs, such as supermarkets, membership stores and +snack stores, partially offset by an increase in trade and bills payables of RMB53.7 million. +Our net cash flows used in investing activiti es expanded from RMB110.1 million in 2024 to +RMB166.0 million in 2025, primarily due to our purcha se of items of property, plant and equipment +of RMB125.3 million and prepayment of leaseh old land of RMB43.2 million. During the same +period, our net cash flows from financing activ ities increased from RMB36.4 million to RMB47.3 +million, primarily due to an increase in new bank loans of RMB570.8 million, partially offset by +repayment of bank loans of RMB416.8 million. +OFFERING STATISTICS +All statistics in this table are based on the assu mption that the Over-allotment Option is not +exercised. +B a s e do na n +Offer Price of +HK$43.58 +per H Share +Market capitalization of the H Shares +(1) HK$3,434.59 million +Market capitalization of the Shares (2) HK$3,434.59 million +Unaudited pro forma adjusted consolidated net tangible assets of the +Group attributable to owners of the Company as of December 31, +2025 per Share +(3) HK$18.66 +SUMMARY +–9– + + +--- page 19 --- +Notes: +(1) The calculation of market capitalization is based on the assumption that 78,811,208 H Shares will be in issue +immediately following the completion of the Global Offering (assuming the Over-allotment Option is not +exercised and including 67,347,108 Unlisted Shares that will be converted into H Shares upon the completion of +the Global Offering). +(2) The calculation of market capitalization is based on 78,811,208 Shares expected to be in issue immediately after +completion of the Global Offering. +(3) The unaudited pro forma adjusted consolidated net tangible assets per Share in the above table is calculated after +the adjustments referred to in the section headed ‘‘Un audited Pro Forma Statement of Adjusted Consolidated +Net Tangible Assets of the Group Attributable to Owners of the Company’’ set out in ‘‘Appendix II — Unaudited +Pro Forma Financial Information’’ to this prospectus an d on the basis of 78,811,208 Shares in issue immediately +following the completion of the Global Offering, assumi ng that the Over-allotment Option is not exercised. +FUTURE PLANS AND USE OF PROCEEDS +Assuming an Offer Price of HK$43.58 per Offer Share, we estimate that we will receive net +proceeds of approximately HK$ 440.1 million from the Global Offering after deducting the +underwriting commissions and other estimated expenses paid and payable by us in connection with +the Global Offering and assuming that the Over-a llotment Option is not exercised. In line with our +strategies, we intend to use our proceeds from the Global Offering for the purposes and in the +amounts set forth below: (i) approximately 61.0 % of the net proceeds, or approximately HK$268.5 +million, will be used to expand our production capac ity over the next three y ears; (ii) approximately +21.0% of the net proceeds, or approximately HK$ 92.4 million, will be used to enhance our brand +recognition, expand our sales ne twork and explore international markets over the next year; (iii) +approximately 8.0% of the net proceeds, or appro ximately HK$35.2 million, will be used to recruit +R&D personnel and advance our R&D initiatives; an d (iv) approximately 10.0% of the net proceeds, +or approximately HK$44.0 million, will be used for working capital and general corporate purposes. +PRE-IPO INVESTMENTS +Our Company engaged in four rounds of Pre-IPO Investments from 2015 to 2025. For further +details of the identities and background of the Pre-IPO Investors and the principal terms of the +Pre-IPO Investment, see ‘‘History, Development an d Corporate Structure — Pre-IPO Investments.’’ +PREVIOUS APPLICATION FOR LISTING ON THE SHENZHEN STOCK EXCHANGE +Our Company submitted an application for listing of our Shares on the ChiNext Board of the +Shenzhen Stock Exchange on June 17, 2019 (the ‘‘ A-Share Listing Application ’’). At that time, in +response to the slowing pace of sales growth, we la unched a strategic brand upgrade to differentiate +green plum products from general snacks by posi tioning them as a mainstream food category with +natural health benefits, aiming to open up broader market opportunities by appealing to everyday +consumption scenarios, thereby strengthening consumer purchase motivation. We engaged a +branding consultancy to support a comprehensive repositioning, conducted market research, and +rolled out nationwide marketing campaigns in key c ities. The strategic upgrade led to a temporary +decline in revenue and a significant increase in mar keting and promotional expenditure, therefore +our net profit was expected to decrease substantially and fail to meet the substantive financial +requirements for an A-share listing application. Accordingly, following discussions with the then +sponsor, we withdrew the A-Share Listing Application on Decembe r 8, 2019. The A-Share Listing +A p p l i c a t i o nh a dn o tb e e nr e t u r n e do rr e j e c t e db yt h eC S R Ca n dr e m a i n e dv a l i dp r i o rt oo u r +withdrawal. During the process of the A-Share Listing Application, save for the reason as disclosed +above, we did not encounter any material difficulties or legal impediments which led us to withdraw +the A-Share Listing Application. For further de tails, see ‘‘History, Development and Corporate +Structure — Previous application for listing on the Shenzhen Stock Exchange.’’ +SUMMARY +–1 0– + + +--- page 20 --- +OUR CONTROLLING SHAREHOLDERS +Immediately following the completion of the Global Offering (assuming the Over-allotment +Option is not exercised), Mr. Yang, Ms. Li (who is M r. Yang’s spouse), Juru n Investment, Kaixuan +Star and Kailai Star will directly own approximately 32.44%, 3.73%, 31.21%, 4.57% and 3.05% of +the total issued share capital of our Company. Mr. Yang, Ms. Li, Jurun Investment, Kaixuan Star, +Kailai Star and Liuliu Star are a group of Controlling Shareholders upon the Listing. See +‘‘Relationship with our Contro lling Shareholders’’ for details. +DIVIDEND POLICY +No dividend was paid or declared by our Company or other entities comprising our Group +during the Track Record Period. On May 10, 2026, we declared dividends of RMB67.3 million to our +shareholders based on their equity interests in our Company as of March 31, 2026, which was fully +paid on May 12, 2026. Any declaration and payment, as well as the amount of dividends, will be +subject to our Articles of Association and the relevant PRC laws. We currently do not have any +dividend policy or fixed dividend pay-out ratio. We may distribute dividends by way of cash or by +other means that our Shareholders consider appropriate. Distribution of dividends is subject to the +discretion of our Shareholders and our Sharehold ers may authorize our Board to make distribution +plan. Our Board may recommend a distribution of dividends in the future after taking into account +our results of operations, financial condition, operating requirements, capital requirements, +Shareholders’ interests and any other conditions that our Board may deem relevant. We cannot +assure you that we will be able to distribute dividends of the above amount or any amount, or at all, +in any year. The declaration and payment of divid ends may also be limited by legal restrictions and +by loan or other agreements that our Company and our subsidiaries have entered into or may enter +into in the future. +LISTING EXPENSES +Listing expenses consist of professional fees, u nderwriting commissions and other fees incurred +in connection with the Global Offering. We expec t to incur listing expenses of approximately +HK$59.5 million (based on the Offer Price of HK$43.58 per Offer Share and assuming the +Over-allotment Option is not exercised), which accounts for approximately 11.9% of the gross +proceeds from the Global Offering. We estimate th e listing expenses to consist of approximately +HK$20.0 million in underwriting f ees and HK$39.5 million in non-und erwriting fees. Among of the +total listing expenses, approximately HK$26.3 millio n will be directly attributable to the issue of our +Shares, which will be deducted from equity upon the completion of the Global Offering, and the +remaining HK$33.2 million will be expensed in our c onsolidated statements of profit or loss and +other comprehensive income. Our Directors do no t expect such expenses to materially impact our +results of operations in 2025. We did not recognize any listing expenses in 2023. We recognized +listing expenses of RMB5.8 million and RMB18.5 million in 2024 and 2025, respectively, in our +consolidated statements of profit or loss and other comprehensive income. +RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE +Recent Development +After the Track Record Period, we have experienced a steady business growth. The growth was +primarily driven by our continuous product development efforts and multi-channel sales network. +We launched new dried plum products and products in packages for Chinese New Year. In addition, +the sales volume continued increasing in the first quarter of 2026, compared to the same period in +2025. +SUMMARY +–1 1– + + +--- page 21 --- +During the course of February and April 2025, U.S. President Trump implemented tariffs on +several major trading partners, includin g China, with a baseline of 10% tariffs (‘‘ U.S. Reciprocal +Tariffs ’’). In response to the U.S. Reciprocal Tariffs , China adopted a series of trade measures +including raising its tariffs on certain U.S. goods. As of May 12, 2025, the United States and the +PRC entered into a bilateral tariff reduction arrangement under which the PRC reduced tariffs on +certain U.S. goods from 125% to 10%, while the United States lowered tariffs on Chinese goods +from 145% to 30%. This temporary reduction was su bsequently extended, and as of February 23, +2026, the 10% tariff rate imposed by the PRC on good s imported from the United States remains in +effect. On February 20, 2026, the U.S. Supreme Co urt struck down tariffs imposed by President +Trump pursuant to executive orders issued unde r a national emergency statute. On the same day, +President Trump announced a 10% across-the-boar d tariff, which he increased to 15% the following +day. During the Track Record Period, our procur ement from U.S. supplie rs mainly comprised +prunes, which amounted to nil, RMB3.3 millio n and RMB16.2 million in 2023, 2024 and 2025, +respectively, representing nil, 0.3% and 1.1% of our total purchase amount during the same years. +Our procurement from U.S. suppliers increased in 2025, mainly because we procured a large amount +of prunes from the U.S. in early 2025, prior to China’ s implementation of additional tariffs on U.S. +goods or after China lowered its tariffs on U.S. goods, mainly due to customer demand for our +prune-based products. We have found alternative suppliers for comparable prunes at competitive +price. In particular, we procured prunes from Chile at comparable cost and quality subsequent to +China’s implementation of additional tariffs. +Chile is one of the world’s largest prune exporters and is renowned for producing high-quality +prunes that meet international standards in terms o f size and taste. Chile’s favorable agricultural +conditions and efficient production processes allo w it to produce prunes at a competitive cost. In +addition, the China-Chile Free Trade Agreement , originally signed in 2005 and expanded in 2019, +significantly reduces tariffs on imports from Chile , ensuring that the procurement cost of Chilean +prunes remains highly competitive. As such, we do not expect that the tariff policy changes may +directly have material adverse effects on our business, financial condition and results of operations. +Dividends Post-Track Record Period +On May 10, 2026, we declared dividends of R MB67.3 million to our shareholders based on +their equity interests in our Company as of March 31, 2026, which was fully paid on May 12, 2026. +No Material Adverse Change +Our Directors have confirmed that, up to the dat e of this prospectus, there has been no material +adverse change in our financial or trading position or prospects since December 31, 2025, being the +date of our latest audited financial statements, and there has been no event since December 31, 2025 +that would materially affect the information as set out in the Accountants’ Report in Appendix I to +this prospectus. +SUMMARY +–1 2– + + +--- page 22 --- +In this prospectus, unless the context otherwise requires, the following terms and expressions +have the meanings set forth below. Certain other terms are explained in ‘‘Glossary of Technical +Terms’’ in this prospectus. +‘‘Accountants’ Report’’ the accountants’ report of our Company for the Track Record Period, +as included in Appendix I to this prospectus +‘‘AFRC’’ the Accounting and Financial Reporting Council of Hong Kong +‘‘Anhui Green Plum’’ Qingmei Town Development Co., Ltd.* ( 青梅小鎮發展有限公司), a +company established in the PRC with limited liability on December 29, +2016 and one of our direct wholly-owned subsidiaries +‘‘Anhui Liuliu’’ Anhui Liuliumei Food Co., Ltd.* ( 安徽溜溜梅食品有限公司), (formerly +known as Anhui Liuliu Orchard Ecommerce Co., Ltd.* ( 安徽溜溜果園 +電子商務有限公司)), a company established in the PRC with limited +liability on April 18, 1999 and one of our direct wholly-owned +subsidiaries +‘‘Anhui LIUM’’ Anhui Liuliumei Agriculture Co., Ltd.* ( 安徽溜溜梅農業有限公司), +(formerly known as Anhui Liuliume i Agricultural Technology Co., +Ltd.* ( 安徽溜溜梅農業科技有限公司)), a company established in the +PRC with limited liability on March 11, 2015 and one of our direct +wholly-owned subsidiaries +‘‘Anhui Plum’’ Anhui Plum Natural Food Co., Ltd.* ( 安徽西梅纖生天然食品有限公司) +(formerly known as Anhui Liuliu mei Biotechnology Co., Ltd.* ( 安徽溜 +溜梅生 +物科技有限公司), a company established in the PRC with limited +liability on May 16, 2024 and one of our direct wholly-owned +subsidiaries +‘‘Articles of Association’’ +or ‘‘Articles’’ +the articles of associations of our Company, as amended from time to +time, which shall become effective on the Listing Date, a summary of +which is set out in Appendix V to this prospectus +‘‘Audit Committee’’ the audit committee of the Board +‘‘Beijing Sequoia’’ Beijing Sequoia Xiny uan Equity Investment Centre (Limited +Partnership)* ( 北京紅杉信遠股權投資中心（有限合夥）), a limited +partnership established in the PRC on June 14, 2012 +‘‘Board’’ or ‘‘Board of +Directors’’ +the board of directors of our Company +‘‘business day(s)’’ any day(s) (other than Sa turday(s), Sunday(s) or public holiday(s) in +Hong Kong) on which licensed banks in Hong Kong are generally open +for general banking business throughout their normal business hours +‘‘Capital Market +Intermediaries’’ +the capital market intermediaries as named in the section headed +‘‘Directors, Supervisors and Partie s Involved in the Global Offering’’ +‘‘CCASS’’ the Central Clearing and Settl ement System established and operated +by HKSCC +DEFINITIONS +–1 3– + + +--- page 23 --- +‘‘China’’ or ‘‘PRC’’ the People’s Republic of Ch ina and, except where the context otherwise +requires and only for the purpose of this prospectus, references in this +prospectus to China or the PRC exclude Hong Kong, the Macao +Special Administrative Region and Taiwan Region +‘‘Chinese government’’ or +‘‘PRC government’’ +the central people’s government of the PRC, including all governmental +subdivisions (including provincial, municipal and other regional or +local government entities) and instr umentalities thereof or, where the +context requires, any of them +‘‘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 and otherwise modified from time to time +‘‘Company’’ or ‘‘our +Company’’ +Liuliumei Co., Ltd. ( 溜溜梅股份有限公司) (formerly known as Liuliu +Orchard Group Co., Ltd. ( 溜溜果園集團股份有限公司, 溜溜果園集團有限 +公司，安徽溜溜果園集團有限公司，安徽溜溜果園科技有限公司，安徽凱 +旋農業科技有限公司)), a company established in the PRC with limited +liability on September 4, 2009 and subsequently converted into a joint stock +company with limited liability on April 21, 2016 +‘‘Controlling +Shareholder(s)’’ +has the meaning ascribed to it under the Listing Rules and unless the +context requires otherwise, refers to Mr. Yang, Ms. Li, Jurun +Investment, Kaixuan Star, Kailai Star and Liuliu Star +‘‘Corporate Governance +Code’’ or ‘‘CG Code’’ +the Corporate Governance Code as set out in Appendix C1 to the +Listing Rules +‘‘CSRC’’ the China Securiti es Regulatory Commission ( +中國證券監督管理委員 +會) +‘‘Designated Bank’’ HKSCC Partic ipant’s EIPO Designated Bank +‘‘Director(s)’’ the director(s) of our Company +‘‘Domestic Share(s)’’ or +‘‘Domestic Unlisted +Share(s)’’ +ordinary share in our capital, with a nominal value of RMB1.0 each, +which are subscribed for and paid up in Renminbi, which are not listed +on any stock exchange +‘‘EIT’’ the PRC enterprise income tax +‘‘EIT Law’’ the PRC Enterprise Income Tax Law ( 《中華人民共和國企業所得稅 +法》), as amended, supplemented or otherwise modified from time to +time +‘‘Extreme Conditions’’ the occurrence of ‘‘extreme conditions’’ as announced by any +government authority of Hong Kong due to serious disruption of +public transport services, extens ive flooding, major landslides, +large-scale power outage or any o ther adverse conditions before +Typhoon Signal No. 8 or above is replaced with Typhoon Signal No. +3o rb e l o w +DEFINITIONS +–1 4– + + +--- page 24 --- +‘‘FINI’’ or ‘‘Fast Interface +for New Issuance’’ +an online platform operated by HKSCC that is mandatory for +admission to trading and, where applicable, the collection and +processing of specified information on subscription in and settlement +for all new issues +‘‘Fujian Green Plum’’ Fujian Qingmei Town Co., Ltd.* ( 福建青梅小鎮有限公司), a company +established in the PRC with limited liability on September 26, 2016 and +one of our direct wholly-owned subsidiaries +‘‘Fujian Liuliu’’ Fujian Liuliu Orchard Food Co., Ltd.* ( 福建溜溜果園食品有限公司), a +company established in the PRC with limited liability on May 25, 2009 +and one of our direct wholly-owned subsidiaries +‘‘Fujian LIUM’’ Fujian Liuliumei Agr icultural Technology Co., Ltd.* ( 福建溜溜梅農業 +科技有限公司), a company established in the PRC with limited liability +on December 17, 2014 and one of our direct wholly-owned subsidiaries +‘‘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 +‘‘Group’’, ‘‘our Group’’, +‘‘we’’, ‘‘us’’, or ‘‘our’’ +our Company and our subsidiaries, or any one of them as the context +may require or, where the context refers to any time prior to its +incorporation, the business which its predecessors or the predecessors +of its present subsidiaries, or any one of them as the context may +require, were or was engaged in and w hich were subsequently assumed +by it +‘‘Guangxi Liuliu’’ Guangxi Liuliu Or chard Industrial Park Co., Ltd.* ( 廣西溜溜果園產業 +園有限公司), a company established in the PRC with limited liability on +April 22, 2019 and one of our dire ct wholly-owned subsidiaries +‘‘Guangxi LIUM’’ Guangxi Liuliumei A gricultural Technology Co., Ltd.* ( 廣西溜溜梅農 +業科技有限公司), a company established in the PRC with limited +liability on June 5, 2020 and one of our direct wholly-owned +subsidiaries +‘‘Guide’’ the Guide for New Listing App licants published by the Stock Exchange +‘‘H Share Registrar’’ Computershare Hong Kong Investor Services Limited +‘‘H Share(s)’’ ordinary share(s) in the share capital of our Company with nominal +value of RMB1.0 each, which are to be subscribed for and traded in +Hong Kong dollars and are to be listed on the Stock Exchange +‘‘HK$’’ or ‘‘Hong Kong +dollars’’ or ‘‘HK +dollars’’ +Hong Kong dollars and cents respectively, the lawful currency of Hong +Kong +‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited, a wholly-owned +subsidiary of Hong Kong Exch anges and Clearing Limited +DEFINITIONS +–1 5– + + +--- page 25 --- +‘‘HKSCC EIPO ’’ the application for the Hong Kong Offer Shares to be issued in the +name of HKSCC Nominees and deposited directly into CCASS to be +credited to your designated HKSCC Participant’s stock account +through causing HKSCC Nominees to apply on your behalf, +including by instructing your broker or custodian who is a HKSCC +Participant to give electronic application instructions via HKSCC’s +FINI system to apply for the Hong Kong Offer Shares on your behalf +‘‘HKSCC Nominees’’ HKSCC Nominees 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’’ a participant admitted to participate in CCASS as a direct clearing +participant, a general clearing part icipant or a custodian participant +‘‘Hong Kong’’ or ‘‘HK’’ the Hong Kong Special Ad ministrative Region of the People’s Republic +of China +‘‘Hong Kong Offer +Shares’’ +the 1,146,500 H Shares initially offered for subscription pursuant to the +Hong Kong Public Offering, subject to reallocation as described in the +section headed ‘‘Structure of the Global Offering’’ +‘‘Hong Kong Public +Offering’’ +the offering by our Company of the Hong Kong Offer Shares for +subscription by the public in Hong Kong, as further described in the +section headed ‘‘Structure of the Global Offering’’ +‘‘Huaan Fund’’ Wuhu Huaan Zhanxin Equity Investment Fund Partnership (Limited +Partnership)* ( 蕪湖華安戰新股權投資基金合夥企業（有限合夥）), a +limited partnership established in the PRC on July 29, 2023 +‘‘Hong Kong +Underwriters’’ +the underwriters of the Hong Kong Public Offering listed in the section +headed ‘‘Underwriting — Hong Kong U nderwriters’’ in this prospectus +‘‘Hong Kong +Underwriting +Agreement’’ +the underwriting agreement dated June 4, 2026 relating to the Hong +Kong Public Offering entered into by, among other parties, our +Company and the Controlling Shareholders, the Joint Sponsors, the +Overall Coordinators, and the Hong Kong Underwriters, as further +described in the section headed ‘‘Underwriting — Underwriting +Arrangements and Expenses — Hong Kong Public Offering’’ in this +prospectus +‘‘Independent Third +Party(ies)’’ +an individual(s) or a company(ies) who or which, as far as our +Directors are aware after having made all reasonable enquiries, is/are +not a connected person of our Company +DEFINITIONS +–1 6– + + +--- page 26 --- +‘‘International Offer +Shares’’ +the H Shares initially offered by our Company for subscription at the +Offer Price pursuant to the Internat ional Offering together with, where +relevant, any additional H Shares which may be issued by our +Company pursuant to the exercise of the Over-allotment Option +(subject to reallocation as describe di nt h es e c t i o nh e a d e d‘ ‘ S t r u c t u r eo f +the Global Offering’’ in this prospectus) +‘‘International Offering’’ the offer of the Int ernational Offer Shares by the International +Underwriters at the Offer Price outside the United States in offshore +transactions in accordance with Regulation S or any other available +exemption from registration under the U.S. Securities Act, as further +described in the section headed ‘‘Structure of the Global Offering’’ in +this prospectus +‘‘International +Underwriters’’ +the group of international und erwriters, led by the Overall +Coordinators that is expected to enter into the International +Underwriting Agreement to underwrite the International Offering +‘‘International +Underwriting +Agreement’’ +the underwriting agreement expected to be entered into on or around +June 11, 2026 by, among other parties, our Company and the +Controlling Shareholders, th e Joint Sponsors, the Overall +Coordinators and the International Underwriters in respect of the +International Offering, as further described in the section headed +‘‘Underwriting — Underwriting Arrangements and Expenses — +International Offering’’ in this prospectus +‘‘Joint Bookrunners’’ the joint bookrunne rs as named in the section headed ‘‘Directors, +Supervisors and Parties Involved in the Global Offering’’ +‘‘Joint Global +Coordinators’’ +the joint global coordinators as na med in ‘‘Directors, Supervisors and +Parties Involved in the Global Offering’’ +‘‘Joint Lead Managers’’ the joint lead manag ers as named in the section headed ‘‘Directors, +Supervisors and Parties Involved in the Global Offering’’ +‘‘Joint Sponsors’’ CITIC Securities (Hon g Kong) Limited and Guoyuan Capital (Hong +Kong) Limited +‘‘Jurun Investment’’ Anhui Juru n Investment Company Limited* ( 安徽聚潤投資有限公司), +a company established in the PRC with limited liability on January 6, +2015 and one of our Controlling Shareholders +‘‘Kailai Star’’ Wuhu Kailai Star Inves tment Partnership Enterprise (Limited +Partnership)* ( 蕪湖凱萊之星投資合夥企業（有限合夥）), a limited +partnership established in the PRC with limited liability on June 18, +2015 and one of our Controlling Shareholders +‘‘Kaixuan Star’’ Wuhu Kaixuan Star Inve stment Partnership Enterprise (Limited +Partnership)* ( 蕪湖凱旋之星投資合夥企業（ +有限合夥）), a limited +partnership established in the PRC with limited liability on June 18, +2015 and one of our Controlling Shareholders +DEFINITIONS +–1 7– + + +--- page 27 --- +‘‘Latest Practicable Date’’ May 26, 2026, being the latest practicable date for the purpose of +ascertaining certain information con tained in this prospectus prior to +its publication +‘‘Listing’’ the listing of the H Shares on the Main Board +‘‘Listing Committee’’ the Listing Committee of the Stock Exchange +‘‘Listing Date’’ the date on which dealings in our H Shares first commence on the Main +Board +‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange +of Hong Kong Limited, as amended, supplemented or otherwise +modified from time to time +‘‘Liuliu LIUM’’ Wuhu Liuliu LIUM Enterp rise Management Partnership (Limited +Partnership)* ( 蕪湖溜溜梅企業管理合夥企業（有限合夥）), a limited +partnership established in the PRC with limited liability on +November 25, 2025 +‘‘Liuliu New Retail’’ Anhui Liuliumei New Retail Co., Ltd.* ( 安徽溜溜梅新零售有限公司) +(formerly known as Anhui Liuliu Orchard New Retail Marketing Co., +Ltd.* ( 安徽溜溜果園新零售營銷有限公司)), a company established in +the PRC with limited liability on August 23, 2018 and one of our direct +wholly-owned subsidiaries +‘‘Liuliu Orchard’’ Wuhu Liuliu Orchard Ent erprise Management Partnership (Limited +Partnership)* ( 蕪湖溜溜果園企業管理合夥企業（有限合夥）), a limited +partnership established in the PRC with limited liability on November +25, 2025 +‘‘Liuliu Ren’’ Wuhu Liuliu Ren Enterpr ise Management Partnership (Limited +Partnership)* ( 蕪湖溜溜人企業管理合夥企業（ +有限合夥）), a limited +partnership established in the PRC with limited liability on +November 24, 2025 +‘‘Liuliu Research +Institute’’ +Anhui Liuliu Plum Research Institute Co., Ltd.* ( 安徽溜溜梅研究院有 +限公司), a company established in the PRC with limited liability on +November 28, 2016 and one of our dir ect wholly-owned subsidiaries +‘‘Liuliu Sales’’ Anhui Liuliumei Sales Co., Ltd.* ( 安徽溜溜梅銷售有限公司) (formerly +known as Anhui Liuliu Orchard Sales Co., Ltd.* ( 安徽溜溜果園銷售有 +限公司)), a company established in the PRC with limited liability on +July 2, 2018 and one of our direct wholly-owned subsidiaries +‘‘Liuliu Star’’ Wuhu Liuliu Star Ente rprise Management Partnership (Limited +Partnership)* ( 蕪湖溜溜之星企業管理合夥企業（有限合夥）), a limited +partnership established in the PRC with limited liability on January 20, +2025 and one of our Controlling Shareholders +‘‘Main Board’’ the stock market (excluding the option market) operated by the Stock +Exchange which is independent from and operated in parallel with +GEM of the Stock Exchange +DEFINITIONS +–1 8– + + +--- page 28 --- +‘‘MOF’’ the Ministry of Finance of the PRC ( 中華人民共和國財政部) +‘‘MOFCOM’’ the Ministry of Commerce of the PRC ( 中華人民共和國商務部) +‘‘Mr. Yang’’ Mr. Yang Fan ( 楊帆), spouse of Ms. Li, one of our Controlling +Shareholders, our executive Director, chairman of the Board and chief +executive officer +‘‘Ms. Li’’ Ms. Li Huimin ( 李慧敏), spouse of Mr. Yang, one of our Controlling +Shareholders +‘‘Nomination Committee’’ the nomination committee of our Board +‘‘NPC’’ or ‘‘National +People’s Congress’’ +the National People’s Congress of the PRC ( 中華人民共和國全國人民 +代表大會) +‘‘NPC Standing +Committee’’ +the Standing Committee of National People’s Congress ( 全國人民代表 +大會常務委員會) +‘‘Nuoxiang Dongchen’’ Changsha Nuoxiang Dongchen Equity Investment Partnership +Enterprise (Limited Partnership)* ( 長沙諾享東辰股權投資合夥企業（有 +限合夥）), a limited partnership established in the PRC on October 13, +2020 +‘‘Nuoxiang Jinhong’’ Changsha Nuoxiang Jinho ng Equity Investment Partnership Enterprise +(Limited Partnership)* ( 長 +沙諾享瑾鴻股權投資合夥企業（有限合夥）), a +limited partnership established in the PRC on May 25, 2020 +‘‘Offer Price’’ HK$43.58, the price per Offer Share in Hong Kong dollars (exclusive of +brokerage fee of 1%, SFC transaction levy of 0.0027%, Stock +Exchange trading fee of 0.00565% and AFRC transaction levy of +0.00015%), at which Hong Kong Offer Shares are to be subscribed for, +to be determined in the manner further described in the section headed +‘‘Structure of the Global Offering — Pricing’’ in this prospectus +‘‘Offer Share(s)’’ the Hong Kong Offer Sha res and the International Offer Shares, +together with, where relevant, any additional H Shares which may be +issued by our Company pursuant to the exercise of the Over-allotment +Option +‘‘Overall Coordinators’’ the ov erall coordinators as named in the section headed ‘‘Directors, +Supervisors and Parties Involved in the Global Offering’’ +‘‘Over-allotment Option’’ the option expected to be granted by our Company to the International +Underwriters pursuant to the Intern ational Underwriting Agreement, +pursuant to which our Company may be required to allot and issue up +to an aggregate of 1,719,600 additional H Shares, representing +approximately 15% of the Offer Share s initially being offered under +the Global Offering, at the Offer Pri ce to, among other things, cover +over-allocations in the Internationa l Offering, if any, further details of +w h i c ha r ed e s c r i b e di nt h es e c t i o nh e a d e d‘ ‘ S t r u c t u r eo ft h eG l o b a l +Offering — Stabilization’’ in this prospectus +DEFINITIONS +–1 9– + + +--- page 29 --- +‘‘PBOC’’ the People’s Bank of China ( 中國人民銀行), the central bank of the +PRC +‘‘Plum Jelly Tech’’ Wuhu Plum Jelly Natural Food Technology Co., Ltd.* ( 蕪湖梅凍天然 +食品科技有限公司), a company established in the PRC with limited +liability on February 24, 2022 and o ne of our direct wholly-owned +subsidiaries +‘‘PRC Company Law’’ or +‘‘Company Law’’ +the Company Law of the PRC 《中華人民共和國公司法》,a se n a c t e db y +the Standing Committee of the Eigh th National People’s Congress on +December 29, 1993 and effective on July 1, 1994, as amended, +supplemented or otherwise modified from time to time +‘‘PRC Legal Advisors’’ AllBright Law Office s, legal Advisors to our Company as to PRC Law +‘‘Pre-IPO Investment(s)’’ the investment(s) in our Company undertaken by the Pre-IPO +Investors, as set out in ‘‘Histo ry, Development and Corporate +Structure — Pre-IPO Investments’’ +‘‘Pre-IPO Investors’’ our pre-IPO investors i nr e l a t i o nt oP r e - I P OI n v e s t m e n t sr e c e i v e db y +our Group. For details, see ‘‘History, Development and Corporate +Structure — Pre-IPO Investments’’ +‘‘Pre-IPO Share Incentive +Plan’’ +the share incentive plan adopted by our Company on December 17, +2025, the principal terms of which are summarized in ‘‘Appendix VI — +Statutory and General Information — D. Pre-IPO Share Incentive +Plan’’ +‘‘Pre-IPO Share Incentive +Platform(s)’’ +our employee share incentive platfo rm(s) including Kailai Star, Liuliu +Star, Liuliu LIUM, Liuliu Orchard and Liuliu Ren +‘‘prospectus’’ this prospectus being issued in connection with the Hong Kong Public +Offering +‘‘Regulation S’’ Regulation S under the U.S. Securities Act +‘‘Remuneration and +Appraisal Committee’’ +the remuneration and appraisal committee of our Board +‘‘RMB’’ or ‘‘Renminbi’’ Renminbi, the lawful currency of the PRC +‘‘SAFE’’ the State Administration of Foreign Exchange of the PRC ( 中華人民共 +和國外匯管理局) +‘‘SAMR’’ the State Administration for Market Regulation of the PRC ( 中華人民 +共和國國家市場監督管 +理總局) +‘‘SFC’’ the Securities and Futures Commission of Hong Kong +‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of +Hong Kong), as amended, supplemented and modified from time to +time +DEFINITIONS +–2 0– + + +--- page 30 --- +‘‘Share(s)’’ ordinary share(s) with nominal value RMB1.0 each in the share capital +of our Company, comprising Domestic Shares and H Shares +‘‘Shareholder(s)’’ holder(s) of the Share(s) +‘‘Shenzhen Junrong’’ Shenzhen Junrong Partnership (Limited Partnership)* ( 深圳君榮實業合 +夥企業（有限合夥）), a limited partnership established in the PRC on +September 8, 2015 +‘‘State Council’’ the State Council of the PRC ( 中華人民共和國國務院) +‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited +‘‘Supervisor(s)’’ member(s) of our Supervisory Committee +‘‘Supervisory Committee’’ the Supervisory Committee of our Company +‘‘Takeovers Code’’ The Codes on Takeovers and Mergers and Share Buy-backs issued by +the SFC, as amended, supplemented or otherwise modified from time +to time +‘‘Track Record Period’’ the periods comprisi ng the three years ended December 31, 2023, 2024 +and 2025 +‘‘United States’’ or ‘‘U.S.’’ the United States of America +‘‘U.S. dollars’’, ‘‘US$’’ or +‘‘USD’’ +United States dollars, the lawful currency of the United States +‘‘Underwriters’’ the Hong Kong Underwrite rs and the International Underwriters +‘‘Underwriting +Agreements’’ +the Hong Kong Underwriting Agreement and the International +Underwriting Agreement +‘‘U.S. Securities Act’’ the United States Securi ties Act of 1933, as amended and supplemented +or otherwise modified from time to time, and the rules and regulations +promulgated thereunder +‘‘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 the White Form eIPO Service Provider at +www.eipo.com.hk +‘‘White Form eIPO +Service Provider’’ +Computershare Hong Kong Investor Services Limited +‘‘Xingnong Fund’’ Wuhu Fanchang District Xingnong Industrial Investment Fund Co., +Ltd.* ( 蕪湖市繁昌區興農產業投資基金有限公司), a company +established in the PRC with limited liability on December 21, 2021 +‘‘Zhangzhou Nida’’ Zhangzhou Nida Ag ricultural Technology Co., Ltd.* ( 漳州市尼嗒農業 +科技有限公司), a company established in the PRC with limited liability +on April 1, 2026 and one of our direct wholly-owned subsidiaries +DEFINITIONS +–2 1– + + +--- page 31 --- +‘‘Zhaoan Liuliu’’ Zhaoan Liuliu Orchard Food Co., Ltd.* ( 詔安溜溜果園食品有限公司), +a company established in the PRC with limited liability on September +27, 2010 and one of our direct wholly-owned subsidiaries +‘‘Zhongnongan Testing’’ Anhui Zhongnongan Inspection and Testing Center Co., Ltd.* ( 安徽中 +農安檢驗檢測中心有限公司), a company established in the PRC with +limited liability on December 26, 2016 and one of our indirect +wholly-owned subsidiaries +Unless otherwise expressly stated or the cont ent otherwise requires, in this prospectus: +. all times refer to Hong Kong time and references to years in this prospectus are to calendar +years; +. the terms ‘‘associate(s)’’, ‘‘close associate(s)’’, ‘‘connected person(s)’’, ‘‘core connected +person(s)’’, ‘‘connected transaction(s)’’, ‘‘subsidiary(ies)’’ and ‘‘substantial shareholder(s)’’ +shall have the meanings ascribed to such terms in the Listing Rules; and +. certain amounts and percentage figures included in this prospectus have been subject to +rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an +arithmetic aggregation of figures preceding them. +DEFINITIONS +–2 2– + + +--- page 32 --- +This glossary of technical terms contains explanations of certain technical terms used in this +prospectus. As such, these terms and their meanings may not correspond to standard industry +meanings or usage of these terms. +‘‘Aseptic filling +technology’’ +a manufacturing process where a sterile product is transferred into +pre-sterilized containers within a sterile environment to prevent +contamination +‘‘CAGR’’ compound annual growth rate +‘‘China-Chile Free Trade +Agreement’’ +a bilateral trade pact aimed at eliminating tariffs and fostering +economic cooperation between China and Chile +‘‘CO +2e’’ carbon dioxide equivalent +‘‘CRM’’ customer relationship management system +‘‘Double Eleven’’ an an nual online sales event in China on November 11 +‘‘ERP system’’ enterprise resource planning system +‘‘GHG’’ greenhouse gas, a gas that absor bs and emits radiant energy within the +thermal infrared range, cau sing the greenhouse effect +‘‘HACCP’’ Hazard Analysis Critical Control Points, a food safety risk +management system which focuses on identifying and controlling +food safety hazards +‘‘ISO 22000’’ food safety management s ystem requirements published by ISO +‘‘ISO/TS19657 : 2017’’ definitions and technical cri teria, such as acceptable sources, materials +and processes, to be fulfilled for food ingredients to be considered as +natural +‘‘KA customers’’ key accounts customer groups of the Company, primarily consisting of +chain snack stores, national and regional supermarkets, well-known +online retailers and cha in convenience stores +‘‘KOL(s)’’ key opinion leader(s) +‘‘OA system’’ office automation system +‘‘OEM’’ original equipment manufacturing, where a manufacturer +manufactures a product in accordan ce with the customer’s design and +specifications and is marketed a nd sold under the customer’s brand +name or under no specific brand +‘‘PE’’ polyethylene +‘‘SKU’’ acronym for minimum stock keeping unit, a unique identifier for each +distinct product and service that can be purchased +‘‘618 Shopping Festival’’ an annual online sales event in China on June 18 +GLOSSARY OF TECHNICAL TERMS +–2 3– + + +--- page 33 --- +This prospectus contains certain forward-looking statements and information relating to our +Company and our subsidiaries that are based on the beliefs of our management as well as +assumptions made by and information currently a v a i l a b l et oo u rm a n a g e m e n t .W h e nu s e di nt h i s +prospectus, the words ‘‘aim’’, ‘‘anticipate’’, ‘‘believe ’’, ‘‘can’’, ‘‘continue’’, ‘‘could’’, ‘‘forecast’’, +‘‘expect’’, ‘‘going forward’’, ‘‘intend’’, ‘‘ought to’’, ‘‘may’’, ‘‘might’’, ‘‘plan’’, ‘‘potential’’, ‘‘predict’’, +‘‘project’’, ‘‘seek’’, ‘‘should’’, ‘‘will’’, ‘‘would’’ and the negative of these words and other similar +expressions, as they relate to our Group or our management, are intended to identify +forward-looking statements. Such statements reflect the current views of our management with +respect to future events, operations, financial performance, liquidity and capital resources, some of +which may not materialize or may change. These statements are subject to certain risks, uncertainties +and assumptions, including the other risk factors as described in this prospectus. You are strongly +cautioned that reliance on any forward-looking s tatements involves known and unknown risks and +uncertainties. The risks and uncertainties facing our Company which could affect the accuracy of +forward-looking statements include, but are not limited to, the following: +. our operations and business prospects; +. future developments, trends and conditions in the industry and markets in which we +operate; +. our business strategies and plans to achieve these strategies; +. changes to the regulatory environment and general outlook in the industry and markets in +which we operate; +. our ability to reduce costs; and +. our dividend policy. +We do not guarantee that the transactions and events described in the forward-looking +statements in this prospectus will happen as de scribed, or at all. Actual outcomes may differ +materially from the information contained in the fo rward-looking statements as a result of a number +of factors, including, without limitation, the risks and uncertainties set forth in ‘‘Risk Factors’’ in +this prospectus. You should not rely upon forward-looking statements as predictions of future +events. We undertake no obligation, beyond what is required by law, to update any forward-looking +statement to reflect events or circumstances after the date on which the statement is made, even when +our situation may have changed. +FORWARD-LOOKING STATEMENTS +–2 4– + + +--- page 34 --- +In addition to other information in this prospectus, you should carefully consider the following +risk factors before making any investment decision in relation to our H Shares. Any of the following +risks may materially and adversely affect our business, financial condition or results of operations, or +otherwise cause a decrease in the trading price of our H Shares and cause you to lose part or all of the +value of your investment in our H Shares. These factors are contingencies that may or may not occur, +and we are not in a position to express a view on the likelihood of any such contingency occurring. +The information given is as of the Latest Practicable Date unless otherwise stated, will not be +updated after the date hereof, and is subject to the cautionary statements in the section headed +‘‘Forward-Looking Statements’’ in this prospectus. +RISKS RELATING TO OUR BUSINESS AND INDUSTRY +Any changes in consumer tastes or any unforeseen circumstances with a negative impact on consumer +demand may materially and adversely affect our business and financial performance. +Consumer demand for fruit snacks and plum-ba sed products is unpredictable and evolves +constantly. Demand is influenced by various factors such as spending power, consumption patterns, +social media trends, as well as public perception of plum-based products or the snack food in +general. Our business development depends parti ally on our ability to proactively anticipate and +identify market trends, continuously upgrade our existing products and launch new offerings in a +timely and cost-effective manner to meet evolving consumer preferences. Our products may fail to +capture shifting market trends. Any changes in consumer preferences and tastes, or our failure to +anticipate, identify or adapt to market trends, may impose pressure on our sales and the pricing of +our product, and may lead to incre ases in selling and distribution expenses. Moreover, the rapid +changes in consumer preferences require us to invest resources in product development and market +research. Notwithstanding our investment, we cannot assure you that our upgraded products or +newly launched offerings will align with market tre nds or meet consumer expectations. Any failure to +do so may materially and adversely affect our business, financial condition and results of operations. +Any negative publicity related to our brand, our products or our shareholders, directors, officers, +employees and business partners will materially and adversely affect our reputation and results of +operations. +Any complaints, claims or negative media coverage relating to our brand, our products or our +shareholders, directors, officers, employees and business partners may impair the goodwill of our +brand, even if such claims are meritless. Moreover , any negative publicity relating to our brand may +not only affect the market acceptance of our existing products but could also disrupt our product +development plans, causing material and adverse e ffects to our reputation and results of operations. +In addition, our marketing campaigns featuring c elebrities and KOLs are inherently risky and may +fail to deliver satisfactory outcomes. We may not a lways select a spokesperson who suits our brand +values or effectively appeals to our target consu mers, which could limit the impact of our campaigns. +Any negative publicity involving our selected celebrities and KOLs, such as scandals or +inappropriate behavior, could tarnish our brand image due to our brand’s associations with them. +There is no assurance that they will generate the exp ected market responses or lead to satisfactory +sales performance. If these campaigns fail to re sonate with our target audience, we may incur +substantial financial losses. We are also susceptib le to the risk of industry-wide restrictions on the +use of celebrities and KOLs in marketing campai gns. Such regulations c ould limit our ability to +effectively leverage endorsements, further impac ting our marketing efforts and sales outcomes. If +any of these situations occur, our business, financial condition and results of operations may be +materially and adversely affected. +RISK FACTORS +–2 5– + + +--- page 35 --- +We face various supply chain risks. +Our raw materials primarily include plums, p runes, fresh fruits and konjac, among others. +Seasoning and other auxiliary materials such as s alt and sugar are also used in our production. In +2023, 2024 and 2025, our raw ma terial costs amounted to RMB575.5 million, RMB771.4 million and +RMB807.4 million, respectively, accounting for 43.5%, 47.7% and 47.2% of total revenue for the +same years. As a result, if we are unable to procu re the necessary raw materials in sufficient +quantities at competitive prices, our production e fficiency and profit margins may be materially and +adversely affected. The costs of the raw materials are subject to price volatility caused by a variety of +factors, including shifts in supply and demand, fluctuations in commodity prices, rising logistics and +warehousing costs, our bargaining position with suppliers, as well as macroeconomic condition and +catastrophic events. There is no assurance that our raw material costs will not increase significantly +in the future, and we cannot assure you that all or part of any such increased costs can be passed to +our customers in a timely manner or at all. +Our efforts to upgrade existing products, develop new products and promote new brands may not +generate the results we expect to achieve. +In 2023, 2024 and 2025, we incurred research and development expenses of RMB33.6 million, +RMB18.9 million and RMB27.9 million, respectively. However, the process of upgrading existing +products or innovating new ones is inherently risky, and there is no guarantee that our R&D efforts +will always deliver satisfactory outcomes. Fur thermore, the commercialization of new products +depends on multiple factors which may be beyond our control, including industry trends, market +demand, production efficiency, competition and consumer acceptance. Additionally, we may +attempt to launch new sub-brands under ‘‘Liuliumei ’’, and such attempt is subject to risks relating to +incorrect judgments regarding consumer preferences, market demand and brand image and pricing. +Any delays in launching new products or sub-brands can lead to missed market opportunities or +diminish the appeal of our innovations, which, in turn, could adversely affect our brand reputation +and results of operations. +Failure to stay competitive may materially and adversely affect our results of operations and business +growth. +The snack food industry is highly competitive. We face competition from national and local +snack food companies that are seeking to expand into this market. Many of these competitors, +particularly those established snack food manufact urers, have already built strong brand recognition +and a robust consumer base across other snack cate gories. With their R&D capabilities and financial +resources, they are able to capture market trends and develop comparable or even superior products. +If they successfully enter the segments in which w e operate with products that meet consumers’ +preferences, they may divert a significant portion of our existing consumers, which could negatively +affect our market shares and sales. In addition, our competitors may be able to source high-quality +plums and other raw materials at competitive prices. Specifically, they could establish strong +connections with local suppliers or leverage their economies of scale to negotiate more favorable +terms, thereby intensifying price competition withi n the industry. This heightened price competition +may pressure us to lower our retail prices to retain our consumers and attract new ones, which could +affect our profit margins and financial performance. These competitors with localized supply chains +may also minimize logistics costs, enabling the m to further lower the prices. Moreover, our +competitors may heavily invest in advertising and promotional activities to enhance their brand +visibility. This aggressive marketing approach cou ld challenge our brand recognition and force us to +increase our own advertising spending to defend our market position. As a result, we may need to +devote significant resources to sa les and marketing efforts, which ma y increase our operational costs +and place additional strain on our business growth. +RISK FACTORS +–2 6– + + +--- page 36 --- +Any negative publicity related to the snack food industry, including the use of food additives, +preservatives, flavor enhancers and food colorant in production, may materially and adversely affect our +reputation and results of operations. +Any negative publicity surrounding the entire snack food industry, even if it is not directly +related to our brand or products, may adversely affect the market acceptance of our products and +business operation. Media coverage or the pub lic perception regarding the use of additives, +preservatives flavor enhancers and food coloran t in snack foods may reinforce the stereotype that +snack foods are unhealthy, diverting consumers who are pivoting to healthier lifestyles. +Additionally, social media and e-commerce pla tforms play a pivotal role in shaping consumer +perceptions, which may result in the stereotypical views that portray any snacks, including the ones +that we produce, as unhealthy. Such negative perceptions could further divert potential buyers and +restrict our market reach. There is no guarantee t hat our efforts will succeed in reshaping consumers’ +perception. If we are unable to effectively differentiate our products from other snack foods and +align with changing consumer trends, we may exp erience a decline in sales volume and a loss in +business opportunities. +Any failure to maintain food safety and quality could materially and adversely affect our reputation and +subject us to regulatory scrutiny. +Maintaining consistent product quality and food safety relies on the effectiveness of our quality +control systems, which may be influenced by a num ber of factors, such as the design of our quality +control systems and our ability to ensure that our employees and third parties comply with those +quality control policies and guidelines. We canno t assure you that our quality control systems would +be effective at all times, or that we can identify a ny defects in our systems in a timely manner. Issues +such as improper production, processing, delivery a nd warehousing, neglect in implementing proper +product validation, substandard raw materials, or other unforeseen events can compromise product +quality and raise food safety concerns. These issu es can lead to legal proceedings and regulatory +scrutiny, which are often costly and time-con suming. Other than these immediate effects, such +incidents can cause long-lasting damage to our brand reputation, eroding consumer trust and +affecting our business, financial condition and results of operations in the long term. In cases where +quality issues arise from suppliers, we may need to ne gotiate or initiate litigation against them to +recover losses from substandard raw materials. T hese disputes can be expen sive and divert resources +from our core operations, negatively affecting our profitability. Moreover, compensation clauses in +supplier contracts may not fully cover our financia l losses, and even if litigation is resolved in our +favor, enforcing judgments may not adequate ly compensate us for the damages incurred. +Any failure to maintain our relationships with food processing equipment suppliers may materially and +adversely affect our business operations. +We cannot assure you that our investments and upgrades in production equipment and +facilities can be carried out successfully, or generat e positive cash flows or profitable returns within a +short period of time, or at all. For example, our plum je lly factory collaborates strategically with our +Japanese equipment supplier, Orihiro, whose pro prietary aseptic filling technology significantly +extends the shelf life of plum jelly. However, we m ay not be able to maintain our relationship with +Orihiro or other overseas food processing equipment suppliers due to various reasons, such as +disputes over contractual terms, our failure to m aintain the purchase volumes stipulated in the +agreements, or general geopolitical and economic circumstances. If these partnerships were to +terminate, our production capabilities could be ne gatively impacted, as our R&D efforts may not be +able to fully replicate or replace the advanced tech nologies provided by these partners. On the other +hand, our competitors may establish similar colla borations or develop comparable production +techniques, further eroding our competitive adv antage in production. As a result, any failure to +maintain these key partnerships or find alterna tive solutions could cause material and adverse +impact on our production efficiency, product development and market position, which may in turn +adversely affect our business, financial condition and results of operations. +RISK FACTORS +–2 7– + + +--- page 37 --- +Any inability to maintain, expand or optimize our sale s network may cause material and adverse effects +to our business operation. +Our multi-faceted sales network integrates o nline self-operated stores, supermarkets, +membership stores, snack stores and a distributorship network, encompassing both online and +offline scenarios. Revenue from our online sel f-operated stores, supermarkets and membership +stores, snack stores accounted for 33.3%, 59.2% and 69.0% of our total revenue in 2023, 2024 and +2025, respectively. However, if we are unable to con sistently maintain our relationships with these +customers or fail to attract their consumer bases, or if there are changes in the industries where our +customers, particularly snack stores, operate, or if the operational conditions of our major +customers deteriorate, we may incur significant co sts while failing to enhance our sales performance. +Moreover, as part of our omni-channel sales strategy, we have integrated e-commerce and live +commerce platforms to expand our sales, launchin g self-operated channels and flagship stores. +However, we have limited control over the operatio ns of these platforms, which could be vulnerable +to various risks, including outages, data breaches , power failures, computer viruses, cyberattacks, +vandalism and other disruptive events, which could also disrupt our operations and negatively +impact our business, financial condition and results of operations. Additionally, there is no +guarantee that our online sales strategy will be implemented as planned, or at all. +Failure to manage and develop our distribution network may cause material and adverse impact on our +business operations. +Our comprehensive distribution network is key to our sales strategy in penetrating local +markets. In 2023, 2024 and 2025, our sales to distributors accounted for 66.7%, 40.8% and 31.0% of +our revenue, respectively. As of December 31, 2023, 2024 and 2025, we had 1,398, 1,396 and 1,439 +distributors, respectively. Any disruptions or inefficiencies in developing and managing our +distribution network may result in high operational costs, reduced sales and a weakened market +presence. However, we may not be able to maintain ou r relationships with existing distributors or +engage new ones in a timely manner and at acceptable cost. In addition, some of our distributors +may promote competitors’ product s, which can divert their efforts in selling our offerings. They may +also encounter challenges in effectively penetrati ng new markets, disrupting our market expansion +and limiting our growth potential. Managing an extensive distribution network also incurs +significant costs, including expenses related to m onitoring distributor performance, providing +training and support and maintaining incentives to ensure alignment with our sales goals. However, +there is no guarantee that we will always be successful in detecting noncompliance by our +distributors with their contractual obligations, which may harm our brand reputation and strain our +relationships with other distributors. Furthermore, if consumer demand for our products declines or +if distributor orders fail to align with actual market demand, our distributors may reduce their usual +orders or refrain from ordering new products, leading to a significant decline in sales volume. In +addition, we cannot assure you that our measures to mitigate cannibalization risks among the +distributors and other sales channels would be e ffective at all times. See ‘‘Business — Our Sales +Channels — Coordination between Sales Channel s.’’ Any disruption or failure in our ability to +optimize these channels may lea d to a material and adverse impact on our business, financial +condition and results of operations. +We consider the formulas and production methods of our products as critical trade secrets, and our +failure to safeguard such secrets will harm our business operation. +Our success and continued growth greatly depend on a range of proprietary knowledge and +trade secrets, including the formulas for our products and food processing equipment and +technologies used in production. Our employees, OEM manufacturers or other business partners +may inadvertently or intentionally disclose our tra de secrets to others, including our competitors. +Any leakage of our trade secrets may cause a loss of our competitive advantage, further affecting our +business, financial condition and results of operations. +RISK FACTORS +–2 8– + + +--- page 38 --- +If we fail to maintain or upgrade our production eq uipment and facilities, or if we fail to successfully +implement production expansion plans, our production efficiency and business growth may be negatively +impacted. +We may encounter capacity shortages if consumer demand for our products surges. Our +production expansion plan may not be successful due to various reasons, including (i) the +availability of suitable locations for new p roduction premises, (ii) proximity to logistics +infrastructure, (iii) the sufficiency of manageme nt and financial resources, and (iv) our ability to +hire, train and retain skilled personnel. Any fa ilure to execute the plan may lead to production +capacity shortage and incur substantial investment losses, causing material and adverse effects to our +business, financial condition and results of operations. We cannot assure you that investments in +expanding or upgrading our production facilities will succeed or generate profits in the short term. +These investments may rather become wasteful or obsolete due to the rapid technological +advancements or shifts in industry standards. Failure to effectively expand our production +capacity or adapt to technological changes could hinder our future growth. +Any disruption to our production process or incidents related to our production may materially and +adversely affect our business operations. +Our production process is subject to potential disruptions arise from a variety of causes, +including equipment malfunctions or personnel misconduct, which may be beyond our control. We +may also face the risk that repairs may be delayed. Any such delay in repairing critical production +equipment could result in extended periods of downt ime, leading to significant interruptions in our +production processes, which would undermin e our ability to meet market demand and impact our +inventory levels. In addition to disruption risks caused by human error or equipment malfunctions, +our production may be severely disrupted by natu ral disasters and other force majeure events, +including fires, earthquakes, pandemics, or extreme weather conditions such as droughts, floods, +severe heat or cold, typhoons or storms. Such events may cause extensive damage to our production +facilities, rendering our machinery and infrast ructure inoperable for extended periods of time. +Furthermore, these events may also disrupt essent ial services such as power, water or gas supplies, +which are critical to our production processes. In addition, transportation channels could be +affected, limiting our ability to source raw mater ials or distribute finished goods to customers, +further compounding adverse effects to our business, financial condition and results of operations. If +we are unable to resume production in a timely manner following production disruption, or if we +cannot find alternative production facilities t o continue operations, we may face significant +challenges in meeting consumer demand, resulting i n delays in product delivery, inventory shortages +and loss of customer trust. Additionally, prolonged or repeated production disruptions would result +in increased operational costs, redu ced sales and diminis hed profitability. +Our engagement with third-party contractors and OEM suppliers may reduce our control over food +safety, product quality, manufacturing yields, development and product delivery schedules. +We typically engage contractors to facilitate onl y certain phases of the production, such as the +pickling for our dried plum snacks. We also engage OEM suppliers for the production of plum jelly +and other plum-based products, due to the ever- increasing demand for our products. In these +collaborations, we provide raw materials directly to the third-party contra ctors and OEM suppliers +and require them to adhere to our strict quality standards and operational guidelines. However, we +may lack sufficient control over the preliminary processing and production of our contractors and +OEM suppliers, facing the risk that they may not fully comply with our production guidelines or fail +to meet our quality requirements. In particular, the y may experience operational issues that result in +delays or inadequate production volumes, which could leave us unable to meet consumer demand. +Additionally, these contractors’ and OEM supp liers’ failure to comply with our quality control +standards may cause food safety concerns and quality issues. If the products do not meet the +required quality standards, we may face product r ecalls, customer complaints, legal claims, or +regulatory penalties, all of which could lead to sig nificant financial liabilities and harm our brand +image. +RISK FACTORS +–2 9– + + +--- page 39 --- +We face the risk of inventory obsolescence. +As of December 31, 2023, 2024 a nd 2025, we had inventories of RMB425.9 million, RMB523.7 +million and RMB673.4 million, respectively. Our in ventory turnover days in 2023, 2024 and 2025 +were 181.7 days, 167.7 days and 198.2 days, respect ively. Our ability to accura tely forecast consumer +demand is essential for maintaining an optimal inv entory level, given the short shelf life of both our +raw materials and finished products. However, unanticipated events may significantly affect +consumer demand, leading to excess inventory, which could further result in inventory obsolescence, +a decline in inventory value, or the need for inven tory write-downs. We cannot assure that our +inventory management system will always function effectively. Any inefficiencies or failures in the +system may further exacerbate inventory-related i ssues and adversely affect our business, financial +condition and results of operations. +Disruptions in our own or third-party warehouses could damage raw materials, work-in-progress and +finished products, while delays or mishandling by third-party logistics providers may affect timely +product delivery. +During the Track Record Period and up to the Latest Practicable Date, we primarily operated +our own warehouses. During peak sales seasons o r raw material procurement periods, we rent +third-party warehouses on a small scale to store raw materials, work-in-prog ress and finished goods. +Some unforeseeable events that are beyond our c ontrol, such as climate disasters, may lead to +inventory loss, delays in delivery and disruptions in our supply chain which could disrupt our +operations, strain customer relationships and cau se financial losses. During the Track Record Period +and as of the Latest Practicable Date, the majority of our product transportation was provided by +independent third-party logistics service provide rs. Our logistics providers may delay their delivery +due to unforeseeable events beyond our control, such as natural disasters, tra ffic accidents or labor +strikes, disrupting our business operations. Furth ermore, if any of our logistics providers were to +suspend their services, we may not be able to promp tly secure a suitable alternative provider, which +could lead to delivery delays, hindering our ability to timely meet customer demand. We also face the +risk that our logistics providers may mishandle our products during delivery, resulting in damaged +goods. Such incidents can lead to customer dissatisfaction and harm our brand reputation. If +customers consistently receive products in poor condition, we may suffer from loss of customers, an +increase in product returns or complaints, further exacerbating the adverse effects on our +competitiveness and market position. Moreover, we may encounter increases in the cost of +logistics services, which could place additional financial pressure on our operational expenses. If we +are unable to either absorb these increased costs or pass them on to our customers through price +adjustments, our profit margins will be reduced, wh ich may adversely affect our business, financial +condition and results of operations. +Our measures may not completely avoid the occurrence of channel stuffing among different distribution +channels. +We operate a comprehensive and diversified sale s network that includes self-operated online +stores, supermarkets, membership stores, snack sh ops and an extensive network of distributors and +sub-distributors. We depend on distributors to pr ovide self-reported inventory data and primarily +conduct sample-based inventory reviews rather than comprehensive evaluations. Since we do not +have direct contractual relatio nships with sub-distributors, our visibility and control over their +inventory and sales practices remain limited. The rela tively short shelf life of our products increases +the risk of overstocking and potential product wastage if demand is overestimated. If distributors or +sub-distributors purchase more products than they can sell to end customers — whether to meet +minimum purchase requirements, take advantage of sales incentives, or for other reasons — it may +result in channel stuffing. Channe l stuffing can lead to excessive inventory build-up at the distributor +or sub-distributor level, heighten risks of product expiry or write-offs, and distort our sales figures +for the relevant year. If significant channel stuffi ng occurs, it could negatively impact our business, +financial condition, operational results, and brand reputation. +RISK FACTORS +–3 0– + + +--- page 40 --- +Changes in international trade policies, geopolitics and trade tariffs, export controls, economic or trade +sanctions and foreign currency movements may materially and adversely affect our business, financial +condition and results of operations. +Our overseas business expansion is exposed to inte rnational trade policies, geopolitical tensions +and the imposition of tariffs, e xport controls or economic sanctions, which are inherently +unpredictable and beyond our control. In particular, geopolitical tensions and economic sanctions +may lead to restrictions on our product sales and r aw material procurement in certain countries, +limiting our access to key markets. Changes in trad e or investment agreements could result in bans +or limitations on our goods, thereby curbing our expansion efforts. In addition, sanctions could +strain our relationships with foreign partners and suppliers, adversely aff ecting our international +business. +Additionally, heightened tensions may shift con sumer preferences in overseas markets toward +domestically produced products, reducing demand for imported goods, including ours. In some +regions, we may face increased tariffs on our product s, driving up our products’ prices, undermining +our competitiveness and impacting our profit margins. +During the course of February and April 2025, U.S. President Trump implemented tariffs on +several major trading partners, including Canada, China, the European Union and Mexico, with a +baseline of 10% tariffs on all countries and an additional individualized reciprocal higher tariff on +the countries with which the U.S. has the largest trade deficits (‘‘ U.S. Reciprocal Tariffs ’’). In +response to the U.S. Reciprocal Tariffs, China adop ted a series of trade measures including raising +its tariffs on U.S. goods to 125%, which was subsequently suspended on May 12, 2025 for 90 days, +but will retain a 10% tariff during the period of the pause. This temporary reduction was +subsequently extended, and as of February 23, 2026, the 10% tariff rate imposed by the PRC on +goods imported from the United States remains in effect. On February 20, 2026, the U.S. Supreme +Court struck down tariffs imposed by President Trump pursuant to executive orders issued under a +national emergency statute. On the same day, Pr esident Trump announced a 10% across-the-board +tariff, which he increased to 15% the following d ay. During the Track Record Period, we sourced +certain prunes from the U.S. Our procurement f rom U.S. suppliers mainly comprised prunes, +representing nil, 0.3% and 1.1% of the total purch ase amount in 2023, 2024 and 2025, respectively. +We continued to procure prunes from the U.S., prio r to China’s implementation of additional tariffs +on U.S. goods or after China’s lower tariffs on U.S. goods, mainly due to customer demand for our +prune-based products. Under the new tariff regime , we may incur additional costs in these purchases +going forward. We may not be able to absorb the increased procurement costs or pass the costs to +consumers, thereby facing the decline in p rofitability of our prune-based products. +Moreover, these tariffs as well as their scope of application remain subject to further +negotiations and adjustments. There is also substant ial uncertainty in relation to the interpretation, +implementation and administration of the tariffs. Exi sting bilateral or multila teral trade agreements +between the U.S. and other countries may also affect the scope of application of the U.S. Reciprocal +tariffs. It is therefore uncertain how China may adjust its trade measures on U.S. goods. If China’s +tariffs on the U.S. goods continue to rise, and we ar e unable to find the alternative prune suppliers in +a timely and cost-effective manner, we may bear substantial cost surges that may adversely affect our +business, financial condition and results of operations. +Further, we are exposed to foreign currency ris k, as exchange rates fluctuate, related to our +procurement of raw materials and equipment, as well as our product exports. During the Track +Record Period, our procurement settled in foreign currency accounted for 15.3%, 13.3% and 22.6% +of the cost of sales in 2023, 2024 and 2025, respectively. The translational and transactional impacts +caused by fluctuation in exchange rates vary over time and may be more material in the future. There +can be no assurance that we can implement effecti ve measures to reduce or eliminate our exposure to +fluctuations in foreign exchange rates. +RISK FACTORS +–3 1– + + +--- page 41 --- +Counterfeit products that misappropriate our bran d may significantly harm our reputation and brand +image, and divert potential customers. +Our well-established brand has drawn the attention of imitators who produce and sell +unauthorized replicas of our products, misapp ropriating our brand without permission. These +counterfeit goods can potentially mislead our curre nt and prospective customers, resulting in the loss +of sales. In addition, low-quality counterfeit products could tarnish our brand reputation, leading to +a decline in financial performance, a reduction in market share and the need to allocate additional +resources towards identifying and pursuing legal action against these infringements. We cannot +assure you that our measures to curb the productio n and distribution of counterfeit products will +fully prevent unauthorized use of our trademarks or the imitation of our products. Ongoing +challenges with counterfeit goods could erode consumer trust and undermine our brand recognition, +ultimately affecting our bu siness, financial conditio n and results of operations. +If we fail to maintain our relationships with our cu stomers or meet their changing preferences, our +results of operations may be materially and adversely affected. +Our major customers primarily comprise major r etailers and distributors. During the Track +Record Period, revenue from our five largest customers in each year accounted for 14.2%, 33.1% +and 45.8% of our total revenue for the respective year. During the Track Record Period, revenue +from our largest customer in each year accounted for 3.4%, 14.1% and 16.4% of our total revenue +for the respective year. Any factors that cause these major customers to reduce their purchases, +including economic downturns, shifts in industry trends, or changes in their preferences, could +significantly affect the results of our operations. If some of our major customers encounter +operational issues, or if we fail to maintain or grow our revenue from existing customers or to +establish relationships with new customers, our business, financial condition and results of +operations could be materially and adversely affected. +Our business is subject to seasonality, which may cause fluctuations in consumer demand for our +products. +Consumer demand for our products is subject to seasonality. We experience pronounced sales +peaks during major holiday seasons and shopping events, such as Chinese New Year, the 618 +Shopping Festival and Double Eleven. Meanwhile ,w ea l s oh a v el o ws e a s o n sw h e r ew ee x p e r i e n c e +lower profitability and reduced utilization of our production facilities. Our sales fluctuate due to +various factors, including, amo ng others, the timing of new product launches and the scheduling of +marketing and promotional activities. As a resul t, comparing sales and operating results across +different periods may not provide an accurate repres entation of our overall performance. Our results +in any given quarter or half-year period may not necessarily reflect the outcomes we may achieve for +the entire fiscal year. Therefore, you should be cauti ous when interpreting interim financial results, +as they may not be an accurate predic tor of our full-year performance. +We may not be able to sustain our historical growth rate, and our historical results of operations and +financial performance may not be indicative of our future growth or future performance. +Our revenue growth during the Track Record Peri od was primarily driven by the success of our +newly launched products, such as plum jelly and Chilean pitted prunes. However, we cannot +guarantee that future product launches will achi eve similar outcomes, as consumer preferences are +inherently unpredictable, and our innovations may not always resonate with customers to the same +extent as past offerings. Similarly, while our mar keting and promotional campaigns have been +effective during the Track Record Period, we c annot assure you that these strategies can be +replicated with the same level of success in the fu ture. Additionally, consumer demand can shift +quickly due to changing market tr ends and tastes, or external fact ors. We may not always be able to +anticipate or capture these changes in a timely ma nner, which could affect our ability to sustain +business growth. +RISK FACTORS +–3 2– + + +--- page 42 --- +We may not be able to obtain, maintain and protect our intellectual property or may be involved in legal +disputes of infringement of third parties’ intellectual property, which may harm our reputation and +brand value, and adversely affect our business operations. +As of the Latest Practicable Date, we registe red 42 invention and utility model patents, 40 +trademarks and 77 copyrights that are material to our business operations in China. However, we +face the risk of unauthorized use or infringement by third parties, particularly in cases where +counterfeit products misappropriate our intellectual property. Such infringement can be difficult to +detect and may harm our brand reputation and div ert our market share. We cannot assure you that +our measures to protect our intellectual property may always be effective. We may need to engage in +costly and time-consuming litigation to enforce ou r rights, with no guarantee of success. Failure to +protect our intellectual property could have a material adverse impact on our business operations +and product development. Monitoring and enforcing our rights can be challenging and +resource-intensive, and any failu re to safeguard our intellectual property could negatively affect +our business and market position. We also face the risk of being accused of infringing third parties’ +intellectual property. Defend ing against these claims can be expensive and could damage our +reputation, thereby adversely affecting our business, financial condition and results of operations. +We may not be able to retain, attract, recruit and train management and other key personnel. +The composition and ongoing commitment of ou r management team have been critical to our +success and operational efficiency. If there are significant changes in the composition of our +management team or if key employees depart, we may not be able to find suitable replacements with +comparable industry expertise. Additionally, new recruits might not seamlessly adapt to our business +operation, leading to potential disruptions. Recruiting and training new personnel may also incur +additional costs and delay our growth, weakening our competitiveness and disrupting our +operations. The loss of such experienced leade rship could also affect our brand reputation and +our ability to maintain customer relationships. +Any failure to offer high-quality after-sales services or promptly address consumer complaints may +harm our relationships with them and, consequently, our business. +To maintain and enhance customer relationship s, providing high-quality after-sales services +and addressing consumers’ complaints are essential. We cannot assure you that we can always +provide satisfactory services to e very customer. There is a possib ility that our after-sales team may, +at times, unintentionally overlook certain compla ints, leading to customer dissatisfaction and +straining our relationships wit h customers. In the long term, such issues may harm our business +reputation and weaken customer trust, which wo uld adversely affect our business, financial +condition and results of operations. +Our failure to timely collect our trade and bills rece ivables, other receivabl es and prepayments may +adversely affect our financial performance. +We generally grant a credit period of one month to our retailer customers, and may extend up +to 30 to 60 days for major retailer customers. As of December 31, 2023, 2024 and 2025, our trade and +bills receivables were RMB80.5 million, RMB162 .9 million and RMB221.0 million, respectively. We +cannot guarantee that our customers or other parties could make payments to us in a timely manner, +and delays in their payments may cause an adverse effect on our liquidity position and working +capital efficiency, which may in turn increase our finance costs and adversely affect our financial +performance. Our trade and bills receivables tu rnover days were 23.4 days, 28.9 days and 42.7 days +in 2023, 2024 and 2025, respectively . With the expansion of our business, there is a possibility that +these turnover days will increase in the future, which will make it more challenging for us to manage +our working capital effectively, and our results of operations, financial condition and liquidity may +be materially and adversely affected. In addit ion, our prepayments may involve significant +uncertainties. As of December 31, 2023, 2024 an d 2025, the balance of our prepayments, other +receivables and other assets was RMB81.6 millio n, RMB147.4 million and RMB182.5 million, +respectively. However, we cannot assure you that s uppliers and third-party service providers will +RISK FACTORS +–3 3– + + +--- page 43 --- +perform their obligations in a timely manner, whi ch may cause prepayment default and impairment +loss risk in relation to the prepayments, causing material and adverse effect to our business and +financial position. We cannot assure you that we will not incur material impairment losses in the +future. +We are subject to the risk of exposure to fair value change for our financial assets at fair value through +profit or loss (‘‘FVTPL’’) and valuation uncertainty due to the use of unobservable inputs. +Our financial assets at FVTPL primarily arose f rom our repurchase righ ts and other embedded +derivatives associated with specia l rights granted to shareholders, which are measured at fair value +with fair value, determined using significant unob servable inputs and valuation techniques. As of +December 31, 2023, 2024 and 2025, our financial assets at FVTPL amounted to RMB262.5 million, +RMB171.1 million and nil, respectively. The value of these equity instrument can fluctuate due to +various factors, such as market volatility, changes i n interest rates, shifts in our creditworthiness, +and other market-driven variables. The valuation o f these financial assets and equity instrument can +be highly uncertain, especially when unobservable inputs are used in valuation models. These inputs +might not accurately reflect actual market condit ions or could be based on assumptions that may not +materialize, leading to potential discrepancies b etween the recorded fair value and the price we might +obtain in an actual transaction. Any changes in th e fair value change of financial assets at FVTPL +may adversely affect our profit and loss statemen ts, potentially impacting our overall financial +condition and results of operations. There can be no assurance that we will recognize fair value gains +from financial assets in the future. +If we are unable to perform our contracts, our results of operations and financial condition may be +adversely affected. +Contract liabilities mainly arise from the advan ce payments received from distributors while +the underlying goods are yet to be provided. As of December 31, 2023, 2024 and 2025, we had +contract liabilities of RMB122.3 million, RMB73. 2 million and RMB83.8 million, respectively. If we +fail to honor our obligations under our contracts with customers, we may not be able to convert such +contract liabilities into revenue, and our custome rs may also require us to refund the prepayments +they have made, which may in turn adversely affect our financial performance. In addition, any +failure to honor our contractual obligations to customers may result in our relationship with such +customers to deteriorate, which may further affect our business, financial condition and results of +operations in the future. +We had net current liabilities during the Track R ecord Period. We cannot a ssure you that we will not +experience net current liabilities or net liabilities in the future, which could expose us to liquidity risks. +We had net current liabilities and assets duri ng the Track Record Period. As of December 31, +2023, 2024 and 2025, we recorded net current lia bilities of RMB239.0 million, RMB113.2 million and +net current assets of RMB29.1 million, respectively , mainly arising from our inventories, financial +liabilities at FVTPL, trade and bills receivables a nd interest-bearing bank borrowings. We cannot +assure you that we will not experience liquidity problems in the future. If we fail to maintain +sufficient cash and financing, we may not have suffi cient cash flows to fund our business operations +and capital expenditure and our business and financial position will be adversely affected. +We may experience discontinuation, reduction or delay of any preferential tax treatments or +government grants. +During the Track Record Period, we benefited from preferential tax treatment under relevant +tax policies. For example, certain o f our subsidiaries were qualifie d as small and micro enterprises +and were entitled to preferential corporate income tax rates of 5% in 2023, 2024 and 2025, +respectively. One of our subsidiaries in China wa s approved as High and Ne w Technology Enterprise +in 2022 and was entitled to a preferential corporate income tax rate of 15% in 2023, 2024 and 2025. +This qualification is subject to review by the rel evant tax authority in the PRC every three years. If +we lose eligibility for these tax incentives, ou r income tax expenses may increase, potentially +RISK FACTORS +–3 4– + + +--- page 44 --- +affecting our financial results and profitability. We also receive government grants and subsidies, +primarily in the form of non-recurring financial assistance from local governments. These grants +amounted to RMB19.5 million, RMB33.8 millio n and RMB23.7 million in 2023, 2024 and 2025, +respectively. See Note 6 to the Accountants’ Repo rt in Appendix I to this prospectus. However, we +cannot assure you that we will continue to receive or benefit from such government support in the +future, and any reduction or cessation of these grants could adversely impact our financial +performance. +We may be subject to additional contributions of social insurance and housing provident funds and late +payments and fines imposed by relevant governmental authorities. +Pursuant to relevant PRC laws and regulations, e mployers are obligated to directly and duly +contribute to social insurance and housing provident funds for their employees. During the Track +Record Period, we failed to make and had not made social insurance and ho using provident funds +for some of our employees in full in accordance with the relevant PRC laws and regulations. +According to the applicable laws and regulations, the relevant co mpetent authorities may demand +that we take rectification measures. If we fail to take the measures as demanded, we may be subject +to fines. In addition, we engaged a third-party human resource agency to pay social insurance and +housing provident funds for a small number of our employees during the Track Record Period. +During the Track Record Period, the shortfall of our social insurance and housing provident +fund contributions amounted to approx imately RMB5.0 million, RMB5.2 million and RMB4.9 +million in 2023, 2024 and 2025, respectively. Accord ing to the Social Insurance Law of the PRC ( 《中 +華人民共和國社會保險法》), for the shortfall of social insura nce, we may be subject to the following +legal consequences: (i) to compensate for the shor tfall within a prescribed period and to pay a daily +overdue charge of 0.05% of the delayed payment amount, and (ii) to pay a fine of one to three times +the overdue amount if such payment is not made with in the stipulated period. Under the Regulations +on the Administration of Housing Provident Fund ( 《住房公積金管理條例》), for the shortfall of +housing provident funds, we may be subject to the f ollowing legal consequences: (i) to compensate +for the shortfall within a prescribed period, and (ii) an application may be made to the courts for +compulsory enforcement if the payment is not ma de within such time limit. In light of Article 19(1) +of the Supreme People’s Court’s Interpretation II on Several Issues Concerning the Application of +Law in Labor 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）》)( t h e +‘‘New Judicial Interpretation ’’), any agreement or undertaking that exempts an employer from paying +social insurance contributions shall be deemed invalid. See ‘‘Re gulatory Overview — Regulations +Relating to Labor and Social Security.’’ As a resu lt, we may be required by competent authorities to +pay the outstanding amount, and could be subject to late payment penalties or enforcement +application made to the court. +The social insurance and housing provident contributions made by the third-party human +resource agency amounted to RMB1.4 million, RM B1.5 million and RMB1.2 million, respectively, +with the shortfall of such contributions amounting to RMB83.6 thousand, RMB81.8 thousand and +RMB127 thousand in 2023, 2024 and 2025, res pectively. We might be subject to additional +contribution, late payment fee and/or penalties imposed by the relevant authorities if the third-party +human resource agency failed to pay the social insurance or housing provident funds for the relevant +employees in full and/or in a timely manner, or if the validity of such arrangements are challenged by +relevant authorities. We might also be subject to potential labor disputes arising from such +arrangements with the relevant employees. +We cannot assure you that the relevant governme ntal authorities will not require us to pay the +outstanding amount and impose late fees or fines, pecuniary penalties or other administrative +actions on us. If we are otherwise subject to investig ations of such incidents related to labor laws and +are imposed severe penalties or incur significant l egal fees in connection with labor law disputes or +investigations, our results of operations, fina ncial performance and business prospects may be +materially and adversely affected. +RISK FACTORS +–3 5– + + +--- page 45 --- +We are subject to various risks relating to third-party payments. +During the Track Record Period, certain of our c ustomers (individually or collectively, the +‘‘Relevant Customer(s) ’’) settled payments with us throug h accounts that do not belong to the +contractual parties, except for those settled thro ugh the accounts of the operators in the case of sole +proprietorships, under the corresponding sales and purchase agreements (the ‘‘ Third Party Payment +Arrangements ’’). In 2023, 2024 and 2025, the aggregate amount settled with the Relevant Customers +under the Third-Party Payment Arrangem ents was RMB299.8 million, RMB193.7 million and +RMB73.1 million, respectively, representing 22. 7%, 12.0% and 4.3% of the total revenue for the +same years. See ‘‘Business — Our Customers — T hird-Party Payment Arrangements.’’ We are +subject to various risks relating to such Third-p arty Payment Arrangements, including possible +claims from third-party payers for the return of funds, and possible claims from liquidators of +third-party payers. In the event of any claims from third-party payers or their liquidators, or legal +proceedings (whether civil or criminal) institute d or brought against us in respect of third-party +payments, we may have to expend financial and managerial resources to defend against such claims +and legal proceedings, and our business, financial condition and results of operations may as a result +be adversely affected. +Any defect of our IT systems can subject us to regulatory scrutiny and legal proceedings, damaging our +reputation and negatively affecting our operation. +Our IT systems are susceptible to interruptions and data breaches due to a variety of factors +beyond our control. These could include natural disasters, telecommunications failures, system +flaws, cyberattacks, computer viruses, hacking a ttempts and other security vulnerabilities. Any +significant disruption to our IT systems could lead to operational delays, potentially interrupting our +production or delivery processes, which in tur n may result in lost sales and damage to our +reputation. To support our growth and adapt to the evolving digital landscape, we periodically +implement, modify and upgrade our IT systems, pa rticularly as we expand our online presence and +digitalize our production process. These upgrades often require significant investment, but there is +no guarantee that these modifications or upgrade s will deliver the expected benefits or lead to +increased profitability. In fact, such changes coul d introduce new technical issues, disrupt ongoing +operations or fail to generate returns that justi fy the incurred costs, potentially impacting our +business, financial condition and results of operations. +We face ESG-related risks. +We are subject to an increasingly complex frame work of ESG-related laws and regulations. We +are committed to improve our ESG performance across our business operations. However, we may +fail to uphold ourselves to the ESG standards. As consumers, investors and other stakeholders +increasingly prioritize ESG-rela ted issues, any perceived lapse in ou r commitment to these principles +could damage our brand and public image, makin g it harder to maintain customer loyalty and +attract investment. In turn, this noncomplianc e could cause a material adverse effect on our +business, financial condition and results of operations. +We may be involved in legal proceedings and disputes, which could materially and adversely affect our +reputation, business, results of operations and financial condition. +We are subject to the risks of litigation or legal proceedings in the ordinary course of business, +including matters related to product liability, labo rd i s p u t e so rc o n t r a c t u a ldisagreements. Whether +or not we can successfully defend against such cla ims, they could generate negative publicity, +damage our brand reputation and reduce consumer demand for our products. Becoming involved in +litigation could cause significant legal expens es, with uncertain outcomes that could lead to +unfavorable settlements or rulings adversely affecting our financial condition. In addition, managing +these legal matters would require substantial time and resources from our management, diverting +their attention from core business operations and potentially impacting ou r overall performance. +RISK FACTORS +–3 6– + + +--- page 46 --- +We may encounter challenges in expanding our business overseas. +We have expanded our presence beyond China and are committed to continuing our global +expansion efforts, but our efforts may fail due t o our limited overseas operating experience. In +particular, our overseas operations are subject to complex and diverse regulatory environments. The +costs associated with complying with local laws and regulations may be substantial and could impose +significant operational burdens. We also face challenges in anticipating foreign consumers’ +preferences due to different cultural contexts, taste profiles and consumption patterns. Our +inability to adapt our products to suit local tast es could limit demand and slow the growth of our +overseas business. Likewise, our branding and marketing strategies developed for the Chinese +market may not resonate with consumers in other countries, making it difficult to establish our +brand recognition. Moreover, we may fail to establish strong, cost-effective relationships with local +suppliers in overseas markets, which could drive up our procurement costs and further reduce our +profit margins. Without the ability to secure relia ble and efficient suppliers, our ability to operate +sustainably and profitably in these new markets m ay be compromised. Altogether, these challenges +could hinder our ability to successfully expand ove rseas, leading to increase d costs, delayed growth +and negative impact on our overall profitability. +We may not have sufficient insurance coverage to cover our business risks, including all losses or +potential claims by our customers, which would affect our business, results of operations and financial +condition. +We carry limited statutory insurance, which we b elieve aligns with industry standards for +businesses of our size and type. See ‘‘Business — Insurance.’’ However, if we incur substantial +uninsured losses, our financial results and operatio nal performance could be significantly impacted. +Additionally, we do not have insurance coverage for product liability or business interruptions +caused by natural disasters such as droughts, f loods, earthquakes or severe weather, nor for +disruptions in utility supply or o ther unforeseen events. Any cla ims related to product liability, +operational interruptions or the resulting losses c ould materially and adversely affect our business, +financial condition and results of operations. +We may face risks relating to labor relations, labor disputes, labor shortages and increases in labor +costs. +The production and sale of our products are labo r-intensive processes, and our success relies on +our ability to hire, train, retain and motivate a skilled workforce. Any deterioration in our +relationships with employees may lead to labor disp utes, potentially resulting in disruption to our +production and operations, which would adversely affect our business operations. As China’s +economy continues to grow, labor costs are expected to continue to increase. Additionally, labor +shortages and an aging population may exacerbate the labor cost issue. To remain competitive, we +may need to offer higher compensation packages, wh ich could materially increase our labor costs +and negatively impact our profitability, financial condition and results of operations. Prolonged +labor shortages or further inflation in labor costs could intensify these challenges and restrict our +ability to expand or maintain operations efficiently. +Our employees are subject to risks of injury caused by the use of production equipment and machinery. +Our production involves the use of production machinery and equipment, all of which carry +inherent safety risks. The use of such production machinery and equipment may cause industrial +accidents and personal i njury to our employees, exposing us t o legal liabilities and regulatory +penalties. Our insurance coverage may be insufficient to completely offset the losses or claims that +arise from such incidents. We cannot guarantee that accidents will not occur in the future and, in the +event of a major accident, we may face substantia l claims for property damage and personal injury. +These incidents could result in costly medical ex penses, compensation payments to employees and +their families and potential fines or penalties imposed by regulatory authorities. In addition to the +financial costs, such accidents could significant ly damage our reputation and brand image, affecting +RISK FACTORS +–3 7– + + +--- page 47 --- +trust in our ability to maintain safe operations. Furthermore, ongoing challenges related to +workplace safety may also affect our ability to attr act and retain talent, further compounding the +negative effects on our business, financial condition and results of operations. +We are subject to risks in relation to our owned and leased properties. +A so ft h eL a t e s tP r a c t i c a b l eD a t e ,w ew e r en o ta ble to obtain the relevant title certificates for +certain owned properties situated on two parcels of land for which we had land use right Among +these properties, no. 17 plant building at the Gu angxi facility was primarily used for pickling and +drying, with a gross floor area accounting for approximately 4% of the total gross floor area of our +self-owned properties. The property without titl e certificate at Fujian Liuliu was mainly used as +sun-drying facilities for the drying process of our raw materials, with a gross floor area of these +properties accounting for approximately 3% of our total owned properties as of the Latest +Practicable Date. We acquired the land with such bu ildings that lacked the title certificates at the +time, due to incomplete regulato ry procedures, as a result of which these properties do not have the +necessary construction approval procedures to obta in title certificates. As advised by the PRC Legal +Advisor, the relevant competent authorities may order the construction entity to demolish the +buildings or structures, and confiscate the build ings or structures or any income illegally earned +from such buildings or structures; and/or impose a fine of not more than 10% of the construction +cost. See ‘‘Business — Properties — Owned Propert ies.’’ In addition, we commenced the production +at our plum processing facilities for sun-drying and pickling in Guangxi without completing the +filing of the inspection and acceptance check ( 竣工驗收備案) with relevant authorities. In Fujian, we +began utilizing a building for employee dormitory a nd cafeteria purposes prior to completing the +filing of final inspection and acceptance check with re levant authorities. As of the Latest Practicable +Date, we had obtained the ownership certificat e for employee dormitory A of Fujian Green Plum. +See ‘‘— Licenses, Approvals an d Permits — Non-compliance — Inco mplete Acceptance Check for +the Plum Processing Facility in Daxin, Guangxi ’’ and ‘‘— Licenses, Approvals and Permits — +Non-compliance — Incomplete Acce ptance Check for Employee Dormitory in Fujian,’’ respectively. +Pursuant to the applicable laws and regulations in China, property lease agreements for leased +buildings must be registered with the relevant real e state administration bureaus in China. As of the +Latest Practicable Date, we had not registered the l ease agreements for nine of our leased properties +with the relevant competent authorities in accordan ce with applicable laws and regulations in China. +Our PRC Legal Advisor advised us that the lack of registration does not affect the validity and +enforceability of the lease agreements, but we may be subject to fines from RMB1,000 to RMB10,000 +for each such lease agreement for failure to register .A so ft h eL a t e s tP r a c t i c able Date, lessors of five +out of our 20 leased properties with an aggregate gross floor area of 1,296.45 sq.m. failed to provide +us their property ownership certificates or proof of authorizations from the property owners. +Additionally, as of the same date, the actual use of two out of our 20 leased properties with an +aggregate gross floor area of 140.76 sq.m. did not fit into the prescribed scope of usage shown on the +relevant certificates. As advised by our PRC Leg al Advisor, for the leas ed properties that were +subject to title defects or with inconsistent usage , the property owners and the relevant lessors shall +take the responsibility to obtain valid title certifi cates and ensure the actual usage complies with the +prescribed usage of the properties. As the tenants, we would not be subject to any administrative +penalties pursuant to the relevant laws and regulati ons. However, if any of these leases is terminated +as a result of challenges by third parties, we may not be able to continue to use the properties. See +‘‘Business — Properties — Leased Properties .’’ Furthermore, we may be exposed to risks of +unexpected early lease termination at the request of the lessors or other reasons beyond our control, +and the relevant facilities need to be temporarily closed if we are unable to identify suitable premises +on acceptable terms to relocate in a timely manner. There is no assurance that we will not be subject +to any administrative penalties for these defectiv e titles in the future, and if this were to happen, our +business, results of operation and financi al position may be adversely affected. +RISK FACTORS +–3 8– + + +--- page 48 --- +Our business growth, financial condition and prospects may be affected by any future occurrence of +force majeure events, changes in global and regional macroeconomic conditions, natural disasters, +health epidemics and pandemics, and social disruption and other outbreaks. +Uncertainties about global economic conditions and regulatory changes and other factors +including fluctuation of interest rates, inflatio n level, unemployment, labor and healthcare costs, +access to credit, consumer confidence and oth er macroeconomic factors may pose risks and +materially and adversely affect demand for our solutions. In addition, force majeure events or +natural disasters such as floods, earthquakes, sandstorms, snowstorms, fire or drought, the outbreak +of a widespread health epidemic or any severe e pidemic disease such as SARS, Ebola, Zika or the +COVID-19, acts of war, terrorism or other force majeure events beyond our control may disrupt our +R&D, commercialization activities and business op erations, all of which could adversely affect our +business, financial condition and prospects. +RISKS RELATING TO DOING BUSINESS IN THE JURISDICTION WHERE WE OPERATE +Changes in the economic policies of the geographic markets in which we operate may pose challenges to +our ability to maintain our current expansion plans and overall business performance and affect our +business, financial condition and results of operations. +A significant portion of our business assets are conducted in China, and nearly all of our sales +are currently derived from the Chinese market. As a result, our financial performance, growth +prospects and overall business operations are heavily influenced by economic and legal developments +in China. In recent years, the Chinese government has introduced a series of laws, regulations and +policies that impose stricter standards on the snack food industry in which we operate our business, +particularly regarding food safety and the production process. If the government continues to +implement stricter regulations, we may face rising compliance costs, w hich could adversely affect our +profitability. Additionally, our business is subject to the broad er macroeconomic conditions in +China, which affect consumer behavior, spending power and consumption patterns. Any downturn +in the Chinese economy, shifts in disposable in come, or changes in consumer preferences could +negatively impact demand for our products, further affecting our financial results. +We may be subject to the approval or other requirements of the CSRC or other PRC governmental +authorities in connection with future capital raising activities. +On February 17, 2023, the China Securities Re gulatory Commission (CSRC) issued the Trial +Administrative Measures for Overseas Securiti es 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 ‘‘Overseas Listing Trial Measures ’’) and five related +guidelines, which became effective on March 31, 2023. These measures require PRC domestic +companies conducting overseas offerings or listing s to complete filing procedures and report relevant +information to the CSRC for any future securities offerings in the same or other overseas markets +(the ‘‘Future Offerings ’’). As a result, we will be required to comply with the CSRC’s filing +requirements for any Future Offerings. Howe ver, we cannot assure you that we will be able to +complete these filing procedures in a timely mann er, or at all, which could adversely affect our +ability to carry out Future Offerings. Moreover, we c annot guarantee that future laws or regulations +will not impose additional requirements or restricti ons on our financing activities. If it is determined +in the future that approval from, or filing with, the CSRC or other regulatory authorities is required +for this Global Offering or our future financing ac tivities, we may fail to obtain such approval, +perform the necessary filing procedures, or meet oth er regulatory requirements, either in a timely +manner or at all. In such a case, we could face potential sanctions from the CSRC or other PRC +regulatory authorities, which could include fines, p enalties, restrictions on our operating activities +within China, or limitations on our ability to pay di vidends outside of China. Any of these outcomes +could have a material adverse effect on our business, financial condition and results of operations. +RISK FACTORS +–3 9– + + +--- page 49 --- +It may be difficult to effect service of process upon us or our management that reside in China or to +enforce against them or us in China any judgments obtained from foreign courts. +We are a company incorporated under the laws of the PRC, with all of our business operations +and assets located in China. Additionally, the majo rity of our Directors, Supervisors and executive +officers reside in China, and their assets are lar gely based in China as well. Consequently, it may be +difficult for investors to initiate legal proceedings or serve process on us or our key personnel outside +of China, including in the United States or other jur isdictions, particularly for matters related to +U.S. federal or state securities laws. China a nd Hong Kong entered into the Arrangement on +Reciprocal Recognition and Enforcement of Jud gments in Civil and Commercial Matters by the +Courts of the Mainland and of the Hong Kong Special Administrative Region Pursuant to Choice of +Court Agreements between Parties Concerned which came into effect on August 1, 2008. This was +abolished on January 29, 2024, pursuant to which a party with an enforceable final court judgment +rendered by any designated people’s court of Chi na or any designated Hong Kong court requiring +payment of money in a civil and commercial case a ccording to a written choice of court agreement, +may apply for recognition and enforcement of the judgment in the relevant people’s court of China +or Hong Kong court. China and Hong Kong have concluded the Arrangement on Mutual +Recognition and Enforcement of Civil and Comme rcial Judgments between the Mainland and the +Hong Kong Special Administrative Region, which t ook effect on January 29, 2024. Accordingly, the +scope of applicable cases for judicial assistance can be expanded. In principle, judgments made after +January 29, 2024 are subject to the provisions of t he new ‘‘Arrangement’’. However, for cases where +the ‘‘written jurisdiction agreement’’ referred to in the old ‘‘Arrangement’’ was signed before January +29, 2024, the old ‘‘Arrangement’’ still applies regardless of when the judgment is made. Moreover, +China has not entered into similar reciprocal treati es for the enforcement of court judgments with +countries such as the United States, the Un ited Kingdom, Japan and many other nations. +Furthermore, Hong Kong lacks an arrangemen t with the United States for the reciprocal +enforcement of court judgments. According t o PRC Civil Procedure Law and other relevant +regulations, a court judgment from the United Sta tes or other jurisdictions may only be recognized +and enforced in China or Hong Kong if there is a relevant treaty or agreement between China and +the country where the judgment was issued, whi ch is currently not the case with many major +jurisdictions. +Fluctuations in foreign currency exchange rates may adversely affect our operational and financial +results. +The exchange rate of the Renminbi against the U.S. dollar and other foreign currencies is +subject to fluctuations, which are influenced by various factors includ ing Chinese government +policies, political and economic c onditions in both China and globally, as well as supply and demand +in the local currency market. We cannot assure yo u that we will have sufficient foreign exchange to +meet our needs at a given exchange rate. In addition, we are unable to predict how market forces or +government interventions mig ht impact the exchange rate between the Renminbi and other +currencies, such as the Hong Kong dollar or U.S. do llar, in the future. The proceeds from the Global +Offering will be received in Hong Kong dollars, an d any appreciation of the Renminbi against the +U.S. dollar, Hong Kong dollar or other currencie s could reduce the value of these proceeds. +Conversely, any depreciation of the Renminbi could negatively affect the value of our Shares and the +dividends payable in foreign currencies. Furtherm ore, there are only limited hedging instruments +available to us at reasonable costs to mitigate our exposure to foreign currency risks. These factors +could have a material adverse effect on our business, financial condition and results of operations. +Investors may also experience difficulties in serv ing legal process, enforcing foreign judgments or +initiating legal actions based on foreign laws a gainst us, our Directors or senior management in +C h i n ao rH o n gK o n g . +RISK FACTORS +–4 0– + + +--- page 50 --- +Changes in currency conversion policies may adversely affect the value of your investment. +We may need to convert a portion of our revenue into foreign currencies to meet obligations +such as operating costs, expenses and any dividends declared on our H Shares. However, if there are +shortages in the availability of foreign currency, ou r ability to remit sufficient funds to cover these +obligations could be restricted, including ou r ability to pay dividends or meet other foreign +currency-denominated commitments. Under current PRC foreign exchange regulations, payments +for current account items like profi t distributions, interest payments and trade-related transactions +can be made in foreign currencies without prior approval from the State Administration of Foreign +Exchange (SAFE), provided that certain procedural requirements are met. However, when +converting Renminbi into foreign currency to pay for capital expenses, such as the repayment of +foreign currency-denominated loans, the approva l of or registration with relevant government +authorities is required. Additionally, if a signific ant imbalance in international payments arises, the +PRC government may impose safeguards or other co ntrol measures. There is no guarantee that the +regulations governing the remittance of Renmin bi in and out of China will remain unchanged in the +future, and any modifications could impact our ability to meet foreign currency obligations. +Holders of our H Shares may be subject to PRC income tax obligations. +Under applicable PRC tax laws, regulations an d statutory documents, non-PRC resident +individuals and enterprises are subject to different tax obligations with respect to dividends received +from us or gains realized upon the sale or other di sposition of our H Shares. Non-PRC individuals +are generally subject to PRC individual income tax under the Individual Income Tax Law of the +PRC (《中華人民共和國個人所得稅法》) with respect to PRC source income or gains at a rate of 20%. +We are required to withhold related tax from dividend payments paid to non-PRC resident +individuals, unless specifically exempted by th e tax authority of the State Council or reduced or +eliminated by an applicable tax treaty. Pursuan t to the Circular on Questions Concerning the +Collection of Individual Income Tax Followi ng the Repeal of Guo Shui Fa [1993] No. 045 ( 《關於國 +稅發[1993]045 號文件廢止後有關個人所得稅徵管問題的通知》) (Guo Shui Han [2011] No. 348) ( 國稅 +函[2011]348 號) dated June 28, 2011, issued by the SAT , dividends paid to non-PRC resident +individual holders of H Shares are generally subject to individual income tax of the PRC at the +withholding tax rate of 10%, depending on whethe r there is any applicable tax treaty between the +PRC and the jurisdiction in which the non-PRC resident individual holder of H Shares resides, as +well as the tax arrangement between the PRC and Hong Kong. Non-PRC resident individual holders +who reside in jurisdictions that have not entered into tax treaties with the PRC are subject to a 20% +withholding tax on dividends received from us. However, pursuant to the Circular Declaring that +Individual Income Tax Continues to be Exempted over Income of Individuals from Transfer of +Shares (《關於個 +人轉讓股票所得繼續暫免徵收個人所得稅的通知》) issued by the MOF of the PRC +and the SAT on March 30, 1998, gains of individuals derived from the transfer of listed shares of +enterprises may be exempt from individual inco me tax. In addition, on December 31, 2009, the +MOF, the SAT and the CSRC jointly issued the C ircular on Relevant Issues Concerning the +Collection of Individual Income Tax over the Income Received by Individuals from Transfer of +Listed Shares Subject to Sales Limitation ( 《關於個人轉讓上市公司限售股所得徵收個人所得稅有關問 +題的通知》) (Cai Shui [2009] No. 167) ( 財稅[2009]167 號) which states that individuals’ income from +the transfer of listed shares on certain domest ic exchanges shall continue to be exempted from +individual income tax, except for the relevant share sw h i c ha r es u b j e c tt os a l e sr e s t r i c t i o n sa sd e f i n e d +in the Supplementary Circular on Relevant Issues Concerning the Co llection of Individual Income +Tax over the Income Received by Individuals from Transfer of the Listed Shares Subject to Sales +Limitations ( 《關於個人轉讓上市公司限售股所得徵收個人所得稅有關問題的補充 +通知》)( C a iS h u i +[2010] No. 70) ( 財稅[2010]70 號). As of the Latest Practicable Date, the aforesaid provision has +not expressly provided that individual income tax shall be collected from non-PRC resident +individuals on the sale of shares of PRC resident e n t e r p r i s e sl i s t e do no v e r s e a ss t o c ke x c h a n g e s .T o +our knowledge, in practice, the PRC tax authorities have not sought to collect individual income tax +from non-PRC resident individuals on gains fro m the transfer of listed shares of PRC resident +RISK FACTORS +–4 1– + + +--- page 51 --- +enterprises on overseas stock exc hanges. However, there is no assurance as to whether further +implemented laws, regulations or practices in t he future would result in levying income tax on +non-PRC resident individuals on gains from the sale of H shares. +Pursuant to the EIT Law and its implementing rules and Notice on the Issues concerning +Withholding the Enterprise Income Tax on the Div idends Paid by Chinese R esident Enterprises to +H-share Holders Which Are Overse as Non-resident Enterprises ( 《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》) (Guo Shui Han [2008] No. 897) ( 國稅 +函[2008]897 號), dated June 28, 2011, issued by the SAT, non -PRC resident enterprises that do not +have establishments or premises in the PRC, or tha t have establishments or premises in the PRC but +their income is not related to such establishments or premises, are subject to PRC EIT at the rate of +10% on dividends received from PRC companies an d gains realized upon disposition of equity +interests in such PRC companies, which may be re duced or eliminated under special arrangements or +applicable treaties between the PR C and the jurisdiction where the non -resident enterprise resides. +Pursuant to applicable regulations, we intend to withhold tax at a rate of 10% from dividends paid +to non-PRC resident enterprise holders of our H Shares (including HKSCC Nominees and payments +through CCASS). Non-PRC resident enterprises that are entitled to be taxed at a reduced rate under +an applicable income tax treaty will be required t o apply to the PRC tax authorities for a refund of +any amount withheld in excess of the applicable treaty rate, and payment of any such refund will be +subject to the PRC tax authorities’ verification . As of the Latest Practicable Date, there were no +specific rules on how to levy tax on gains realized by non-resident enterprise holders of H Shares +through the sale or transfer by other means of H Shares. If any PRC income tax is collected from the +transfer of our H Shares or on dividends paid to our non-PRC resident investors, the value of your +investment in our H Shares may be affected. +RISKS RELATING TO THE GLOBAL OFFERING +There has been no prior public market for our H Shares and the price and trading volume of our H +Shares may be volatile, which could cause substantial losses to investors in the Global Offering. +The Offer Price of our H Shares was determined through negotiations between us and the +Overall Coordinator and Global Coordinator. As a result, the Offer Price may differ substantially +from the market price of the H Shares once trading begins following the Global Offering. While we +have applied to list our H Shares on the Stock E xchange, we cannot guarantee that the Global +Offering will lead to the development of an act ive or liquid trading market for the H Shares. +Furthermore, the price and trading volumes of the H Shares may be volatile. Several factors could +influence the market price and trading volume of our H Shares, including: (i) actual or anticipated +fluctuations in our financial performance, such as revenue, earnings and cash flow; (ii) changes in +analyst recommendations or earnings estimates, as well as general market conditions or +developments affecting us or our industry; (iii) pote ntial litigation or regulatory investigations; +(iv) the performance of other companies in our sector or other industries, as well as events beyond +our control; and (v) the release of lock-up restrictions or sales (or perceived sales) of additional H +Shares by us or other shareholders. Moreover, the securities market has historically experienced +periods of significant price and volume fluctuations that are not necessarily tied to the operational +performance of specific companies. Such fluctuations — whether driven by market conditions, +industry trends or political factors — could adve rsely impact the market price and trading volume of +our H Shares. In particular, the market price and trading volume of our H Shares could experience +substantial volatility due to factors beyond our control, such as: (i) variations in our revenue, +earnings and cash flow; (ii) announcements of new investments, strategic partnerships, or +acquisitions; (iii) unexpected busi ness interruptions due to natural disasters or power outages; (iv) +significant changes in our key personnel or senior management; (v) difficulties in obtaining or +maintaining necessary regulatory approvals; (vi) challenges in competing effectively with our +competitors; (vii) broader political, economic, finan cial or social developments; (viii) fluctuations in +market prices for our products or raw materials; or (ix) the lifting of restrictions on H share +transactions. Additionally, the Stock Exchange and other securities markets have, at times, +RISK FACTORS +–4 2– + + +--- page 52 --- +experienced significant volatility in both pri ce and trading volume that may not be linked to the +performance of any particular company. This broa der market volatility could also have a material +adverse effect on the market price of our H Shares. +Future sales or perceived sales of substantial amounts of our H Shares in the public market could have a +material and adverse effect on the price of our H S hares and our ability to raise additional capital in the +future. +The future sale of a significant number of our H Shares in the public market after the Global +Offering, or the possibility of such sales, by our Controlling Shareholders or Investors could +materially and adversely affect the market pri ce of our H Shares and could materially impair our +future ability to raise capital t hrough offerings of our H Share s. Although such Controlling +Shareholders and investors have agreed to a lock-up on their H Shares, any major disposal of our H +Shares by any of such Controlling Shareholders and Investors upon expiry of the relevant lock-up +periods (or the perception that these disposals m ay occur) may cause the pre vailing market price of +our H Shares to fall which could ne gatively impact our ability to raise equity capital in the future. +You will incur immediate and substantial dilution and may experience further dilution if we issue +additional Shares in the future. +The initial Offer Price of our H Shares is higher than the net tangible asset value per Share of +the outstanding H Shares issued to our existing S hareholders immediately prior to the Global +Offering. Therefore, purchasers of our H Shares i n the Global Offering will experience an immediate +dilution in terms of the pro forma net tangible asset value. In addition, we may consider offering and +issuing additional H Shares or equity-related secu rities in the future to raise additional funds, +finance acquisitions or for other purposes. Purchasers of our H Shares may experience further +dilution in terms of the net tangible asset value per Share if we issue additional H Shares in the future +at a price that is lower than the net tangible asset value per Share. +There can be no assurance whether and when we will pay dividends in the future. +No dividend was paid or declared by our Company or other entities comprising our Group +during the Track Record Period. On May 10, 2026, we declared dividends of RMB67.3 million to our +shareholders based on their equity interests in our Company as of March 31, 2026, which was fully +paid on May 12, 2026. There is no guarantee as to wh ether we will pay dividends in the future. The +declaration and distribution of dividends shall be proposed and formulated by our Board of +Directors at their discretion and will be subject to s hareholder approval. A decision to declare or to +pay any dividends and the amount of any dividends will depend on various factors including, +without limitation, our results of operations, finan cial condition, operating and capital expenditure +requirements, distributable profits, future prospects and other factors that our Board of Directors +may determine are important. Accordingly, our histori cal dividend distributions are not indicative of +our future dividend distribution policy and potential investors should be aware that the amount of +dividends paid previously should not be used as a reference or basis upon which future dividends are +determined. See ‘‘Financial Informati on — Dividends and Dividend Policy.’’ +If securities or industry analysts do not publish research on, or publish inaccurate or unfavorable +research about our business, the market price for our H Shares and trading volume could decline. +The market price and trading volume of our H Shares are likely to be influenced by the +opinions and research published by securities or indu stry analysts. If these analysts fail to regularly +cover our business, or if they issue inaccurate, misleading or unfavorable reports, it could +significantly reduce investor interest in our H Sha res. A lack of consistent analyst coverage may lead +to decreased visibility within the financial markets, m aking it more difficult for potential investors to +obtain independent evaluations of our business and growth prospects which could, in turn, lower the +demand for our H Shares. Additionally, if one or mo re analysts downgrade their recommendations, +lower their price targets, or publish negative assessments of our business, it could result in a sharp +decline in the market price of our H Shares. Even if our operating results and financial performance +RISK FACTORS +–4 3– + + +--- page 53 --- +meet or exceed expectations, negative media or analyst reports could still damage the market +perception of our company. Moreover, unfavorabl e comparisons with our competitors or pessimistic +forecasts about our industry as a whole could also drive down the value of our H Shares. The impact +of such reports could be amplified by high trading volumes, resulting in more pronounced price +movements. In some cases, inaccurate or overly crit ical reports may arise from misinterpretations of +our business model or financials, which could c ause unnecessary volatility in the market. In the +absence of adequate or favorable coverage, investors may be less inclined to purchase or hold our H +Shares, leading to reduced liquidity, increased pric e volatility and, ultimately, a potential decline in +the value of your investment. This could also affe ct our ability to raise capital or pursue strategic +opportunities in the future, as a lower market valuation may limit our access to financing and other +growth-related initiatives. +There can be no assurance of the accuracy or completeness of certain facts, forecasts and other +statistics obtained from various government publications, market data providers and other independent +third-party sources, including the industry expert reports, contained in this prospectus. +This prospectus, particularly the sections he aded ‘‘Industry Overview’’ and ‘‘Business,’’ +contains information and statistics relati ng to the industries in which we operate. Such +information and statistics were extracted fro m the report prepared by Frost & Sullivan, which +was commissioned by us, and from various publicly available publications. We believe that the +sources of this information are appropriate sour ce 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. Collection m ethods of such information may be flawed or +ineffective, or there may be discrepancies between published information and market practice, which +may result in the statistics being inaccurate or n ot comparable to statistics produced for other +economies. You should therefore not place undue reliance on such information. In addition, we +cannot assure you that such information is stated or compiled on the same basis or with the same +degree of accuracy as similar statistics present ed elsewhere. In any event, you should consider +carefully the importance placed on such information or statistics. +You should read the entire prospectus carefully and should not rely on any information contained in +press articles or other media regarding us and the Global Offering. +We strongly caution you not to rely on any info rmation contained in press articles or other +media regarding us and the Global Offering. Prior to the publication of this prospectus, there has +been press and media coverage regarding us and the Global Offering. Such press and media coverage +may include references to certain information that does not appear in this prospectus, including +certain operating and financial information and pr ojections, valuations an d other information. We +have not authorized 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 represen tation as to the appropriateness, accuracy, +completeness or reliability of a ny such information or publication. To the extent that any such +information is inconsistent or conflicts with th e information contained in this prospectus, we +disclaim responsibility for it, and yo u should not rely on such information. +Forward-looking statements contained in this Prospectus are subject to risks and uncertainties. +This prospectus contains certain statements and information that are forward-looking and uses +forward-looking terminology such as ‘ ‘anticipate,’’ ‘‘believe,’’ ‘‘could,’’ ‘‘going forward,’’ ‘‘intend,’’ +‘‘plan,’’ ‘‘project,’’ ‘‘seek,’’ ‘‘expect,’’ ‘‘may,’’‘‘ought to,’’ ‘‘should,’’ ‘‘would’’ or ‘‘will’’ and similar +expressions. You are cautioned that reliance on any forward-looking statement involves risks and +uncertainties and that any or all of those assumptions could prove to be inaccurate and as a result, +the forward-looking statements based on those assu mptions could also be incorrect. In light of these +and other risks and uncertainties, the inclusion of forward-looking statements in this prospectus +should not be regarded as representations or warranties by us that our plans and objectives will be +RISK FACTORS +–4 4– + + +--- page 54 --- +achieved and these forward-looking statements should be considered in light of various important +factors, including those set forth in this section. Subject to the requirements of the Listing Rules, we +do not intend publicly to update or otherwise revise the forward-looking statements in this +prospectus, whether as a result of new informatio n, future events or otherw ise. Accordingly, you +should not place undue reliance on any forward- looking information. All forward-looking +statements in this prospectus are qualified by reference to this cautionary statement. +RISK FACTORS +–4 5– + + +--- page 55 --- +In preparation for the Global Offering, our Company has applied for the following waivers +from strict compliance with the relevant provisions of the Listing Rules. +MANAGEMENT PRESENCE IN HONG KONG +Pursuant to Rule 8.12 of the Listing Rules, we must have sufficient management presence in +Hong Kong, which normally means that at least tw o of our executive Directors must be ordinarily +resident in Hong Kong. Rule 19A.15 of the Listing Rules further provides that the requirement in +Rule 8.12 may be waived by having regard to, among other considerations, our arrangements for +maintaining regular communica tion with the Stock Exchange. +Since our principal business and operations are in the PRC, all of our executive Directors are +based in China as the Board believes it would be more effective and efficient for its executive +Directors to be based in a location where our operations are conducted. It would be practically +difficult and commercially unnecessary for us to r elocate two of our executive Directors to Hong +Kong. Therefore, we do not and, for the foreseeable future, will not have executive Directors who +are ordinarily resident in Hong Kong for the purposes of satisfying the requirements of Rules 8.12 +and 19A.15 of the Listing Rules. +Accordingly, pursuant to Rule 19A.15 of the Listing Rules, we have applied for, and the Stock +Exchange has granted, a waiver from strict complia nce with the requirements under Rules 8.12 and +19A.15 of the Listing Rules, subj ect to the following conditions: +(i) we have appointed Mr. Ning Pengfei ( 寧鵬飛), being the executive Director and the joint +company secretary, and Ms. Au Wai Ching ( 區慧晶)( ‘ ‘Ms. Au ’’), being the joint company +secretary, as the authorized representatives (the ‘‘ Authorized Representatives ’’) for the +purpose of Rule 3.05 of the Listing Rules. Our Authorized Representatives will act as our +principal channel of communication with the Stock Exchange and would be readily +contactable by phone and email to deal promptly with enquiries from the Stock Exchange. +Accordingly, our Authorized Representati ves will be able to meet with the relevant +members of the Stock Exchange to discuss an y matters in relation to our Company within +a reasonable period of time; +(ii) our Authorized Representatives have means contacting all Directors promptly at all times +as and when the Stock Exchange proposes to contact a Director with respect to any +matter; +(iii) each Director has provided our Authorized Representatives and the Stock Exchange with +the contact details (such as mobile phone number, office phone number and e-mail +addresses, if any). In the event that any Direc tor expects to travel or otherwise be out of +office, he/she will provide the phone number of the place of his/her accommodation to our +Authorized Representatives; +(iv) each Director who does not ordinarily reside in Hong Kong possesses or can apply for +valid travel documents to visit Hong Kong an d can meet with the Stock Exchange within a +reasonable period; and +(v) we have appointed Guoyuan Capital (Hon g Kong) Limited as our compliance advisor (the +‘‘Compliance Advisor ’’) upon Listing pursuant to Rule 3A.19 of the Listing Rules for a +period commencing on the Listing Date and ending on the date on which we comply with +Rule 13.46 of the Listing Rules in respect of our f inancial results for the first full financial +year commencing after the Listing Date. The Compliance Advisor will have access at all +times to our Authorized Representatives, our Directors, our Supervisors and the other +senior management and act as the additional channel of communication with the Stock +Exchange and answer enquiries from the Stock Exchange. +WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES +–4 6– + + +--- page 56 --- +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 or her academic or professional qualifications or relevant experience, is, in the +opinion of the Stock Exchange, capable of discharging the functions of company secretary. +Note 1 to Rule 3.28 of the Listing Rules provides that, the Stock Exchange considers the +following academic or professional qualifications to be acceptable: +(i) a member of The Hong Kong Cha rtered Governance Institute; +(ii) a solicitor or barrister as defined in the Leg al Practitioners Ordinance (Chapter 159 of the +Laws of Hong Kong); and +(iii) a certified public accountant as define d in the Professional Accountants Ordinance +(Chapter 50 of the Laws of Hong Kong). +Note 2 to Rule 3.28 of the Listing Rules furt her provides that, in assessing ‘‘relevant +experience’’, the Stock Exchang e will consider the individual’s: +(i) length of employment with the issuer and o ther issuers and the roles he/she played; +(ii) familiarity with the Listing Rules and other r elevant laws and regulations including the +SFO, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the +Takeovers Code; +(iii) relevant training taken and/or to be taken in addition to the minimum requirement under +Rule 3.29 of the Listing Rules; and +(iv) professional qualifications in other jurisdictions. +We have appointed Mr. Ning Pengfei ( 寧鵬飛)( ‘ ‘Mr. Ning ’’) as one of our joint company +secretaries. He has a thorough understanding of the operations of the Board and our Company and +has gained experience in handling corporate govern ance and general administrative matters relating +to our Company. Although he presently does not possess the qualifications required under Rules +3.28 and 8.17 of the Listing Rules, we would like to appoint him as our joint company secretary due +to his past experience within our Group and hi s thorough understanding of the internal +administration and business operations of our Group. In addition, we have appointed Ms. Au as +the other joint company secretary to assist Mr . Ning in discharging the duties of a company +secretary. Ms. Au is a Chartered Secretary, a Ch artered Governance Professional and a fellow of +both The Hong Kong Chartered Governance Instit ute and The Chartered Governance Institute in +the United Kingdom. Ms. Au therefore meets the q ualification requirements under Rules 3.28 and +8.17 of the Listing Rules. See ‘‘Directors, Supe rvisors and Senior Management’’ for further +information regarding the biographies of Mr. Ning and Ms. Au. +We have applied to the Stock Exchange for, and the Stock Exchange has granted to our +Company, a waiver from strict compliance with t he requirements of Rules 3.28 and 8.17 of the +Listing Rules for an initial period of three years from the Listing Date on the basis of the following +proposed arrangements: +(i) Mr. Ning will endeavour to attend relevant tra ining courses, including briefings on the +latest changes to the relevant applicable Ho ng Kong laws and regulations and the Listing +Rules, and seminars organized by the Stock Ex change for listed issuers from time to time; +(ii) both Mr. Ning and Ms. Au have confirmed tha t each of them will be attending a total of +no less than 15 hours of training courses on t he Listing Rules, corporate governance, +information disclosure, investor relation s, as well as the functions and duties of the +company secretary of a Hong Kong listed issu er during each financial year as required +under Rule 3.29 of the Listing Rules; +WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES +–4 7– + + +--- page 57 --- +(iii) Ms. Au will assist Mr. Ning to enable him to acquire the relevant experience (as required +under Rule 3.28 of the Listing Rules) to disc harge the duties and responsibilities as our +company secretary; +(iv) Ms. Au will communicate regularly with Mr. Ning on matters relating to corporate +governance, the Listing Rules, and any other laws and regulations which are relevant to us +and our affairs. Ms. Au will work closely with, and provide assistance to, Mr. Ning in the +discharge of his duties as a company secretary, including organizing our Board meetings +and Shareholders’ general meetings; +(v) prior to the expiry of Mr. Ning’s initial te rm of appointment as the company secretary of +our Company, our Company will evaluate his experience in order to determine if he has +acquired the qualifications required under R ule 3.28 of the Listing Rules, and whether +ongoing assistance should be arranged so that Mr. Ning’s appointment as the company +secretary of the Company continues to satisfy the requirements under Rules 3.28 and 8.17 +of the Listing Rules; +(vi) our Company has appointed Guoyuan Capi tal (Hong Kong) Limited as its Compliance +Advisor pursuant to Rule 3A.19 of the Listing Rules, which will act as the additional +communication channel with the Stock Exchan ge and provide professional guidance and +advice to our Company and Mr. Ning as to compliance with the Listing Rules and all +other applicable laws and regulations; and +(vii) the waiver may be revoked with immediate effect if our Company commits material +breaches of Rules 3.28 and 8.17 of the Listing Rules. +Before the end of the three-year period, we shal l liaise with the Stock Exchange to revisit the +situation in the expectation that we should then be able to demonstrate to the Stock Exchange’s +satisfaction that Mr. Ning, having had the benefit of Ms. Au’s assistance for three years, would then +have acquired the relevant experience within the meaning of Note 2 to Rule 3.28 of the Listing Rules +so that a further waiver would not be necessary. +CONSENT UNDER PARAGRAPH 1C(2) OF APPENDIX F1 TO THE LISTING RULES IN +RESPECT OF SUBSCRIPTION OF OFFER S HARES BY A CLOSE ASSOCIATE OF AN +EXISTING SHAREHOLDER AS A CORNERSTONE INVESTOR +Rule 10.04 of the Listing Rules provides that a person who is an existing shareholder of the +issuer may only subscribe for or purchase any securities for which listing is sought which are being +marketed by or on behalf of a new applicant either in his or its own name or through nominees if the +conditions set out in Rules 10.03(1) and (2) of the Listing Rules are fulfilled. Paragraph 1C(2) of +Appendix F1 to the Listing Rules provides, inter alia , that no allocations will be permitted to +applicant’s existing shareholders or their close associates, whether in their own names or through +nominees unless the conditions set out in Rules 10 .03 and 10.04 are fulfilled, without the prior +written consent of the Hong Kong Stock Exchang e. Chapter 4.15 of the Guide provides that the +Stock Exchange will consider giving consent and granting waiver from Rule 10.04 of the Listing +Rules to an applicant’s existing sha reholders or their close associates to participate in an initial +public offering if any actual or perceived preferenti al treatment arising from their ability to influence +the applicant during the allocation process can be addressed. +As further described in the section headed ‘‘Co rnerstone Investors’’, Wuhu Fanchang District +Rural Revitalization Development Group (Hong Kong) Limited (‘‘ Fanchang Revitalization ’’) is a +close associate of Huaan Fund and Xingnong Fund (collectively, the ‘‘ Existing Shareholders ’’) which +are our existing Shareholders holding approxima tely 1.80% and 1.57%, respectively, in the total +issued share capital of our Company as of the La test Practicable Date and has entered into a +cornerstone investment agreement with our Compa ny, the Joint Sponsors and Overall Coordinators, +WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES +–4 8– + + +--- page 58 --- +pursuant to which Fanchang Revitalization has agreed to participate as cornerstone investor in the +Global Offering to subscribe for the Offer Shares to be issued by our Company under the +International Offering. +We have applied to the Stock Exchange for, and the Stock Exchange has granted us, a consent +under paragraph 1C(2) of Appendix F1 to the Listing Rules to allow the Relevant Cornerstone +Investor to participate in the Global Offering as a cornerstone investor, subject to the following +conditions: +(i) the Existing Shareholders are interested in aggregate less than 5% of our Company’s +voting rights prior to the completion of the Global Offering; +(ii) each of Fanchang Revitalization and the E xisting Shareholders is not, and will not be, +core connected persons of our Company or any c lose associate of any such core connected +person immediately prior to or following the completion of Global Offering; +(iii) neither Fanchang Revitalization nor any of t he Existing Shareholders has right to appoint +Directors or other special rights upon Listing; +(iv) the allocation to Fanchang Revitalizatio n will not affect our Company’s ability to satisfy +the minimum public float requirement unde r Rule 19A.13A(1) of the Listing Rules; +(v) the details of the cornerstone investment a nd allocation to Fanchang Revitalization will +be disclosed in this prospectus and/or the allotment results announcement, as the case +may be; and +(vi) written confirmations pursuant to paragraph 14 of Chapter 4.15 of the Guide being +provided to the Stock Exchange , which includes confirmation set out in conditions (i) to +(iv) above and the following: +a. the Joint Sponsors having confirmed that, based on (i) their discussions with our +Company and the Overall Coordinators; and the confirmations provided to the +Stock Exchange by our Company and the Overall Coordinators (confirmations (b) +and (c) mentioned below), no preferential treatment has been, nor will be, given to +Fanchang Revitalization in the allocation as a cornerstone investor by virtue of its +relationship with our Company other than the preferential treatment of assured +entitlement under the cornerstone invest ment following the principles set out in +Chapter 4.15 of the Guide; +b. our Company having confirmed that no preferential treatment has been, nor will be, +given to Fanchang Revitalization in the allocation as a cornerstone investor by +virtue of its relationship with our Company other than the preferential treatment of +assured entitlement under the cornersto ne investment agreement following the +principles set out in Chapter 4.15 of the Guide, that the cornerstone investment +agreement does not contain any materi al terms which are more favourable to +Fachang Revitalization and the Existing Sha reholders or their close associates than +those in other cornerstone investment agreements; and +c. the Overall Coordinators having confirmed that no preferential treatment has been, +nor will be, given to Fanchang Revitalizat ion in the allocation as a cornerstone +investor by virtue of its relationship wit h our Company other than the preferential +treatment of assured entitlement under the cornerstone investment agreement +following the principles set out in Chapter 4.15 of the Guide. +WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES +–4 9– + + +--- page 59 --- +DIRECTORS’ RESPONSIBILITY STATEMENT +This prospectus, for which our Directors collectiv ely and individually accept full responsibility, +includes particulars given in compliance with the Companies ( Winding Up and Miscellaneous +Provisions) Ordinance, the Securities and Futur es (Stock Market Listing) Rules (Chapter 571V of +the Laws of Hong Kong) and the Listing Rules for the purpose of giving information to the public +with regard to our Group. Our Directors, having made all reasonable enquiries, confirm that to the +best of their knowledge and belief, the information contained in this prospectus is accurate and +complete in all material respects and not misleadin g or deceptive, and there are no other matters the +omission of which would make any statement herein or this prospectus misleading. +CSRC FILING +We have submitted a filing to the CSRC to apply f or the Global Offering and the conversion of +Domestic Unlisted Shares into H Shares and lis ting of our H Shares on the Stock Exchange. The +CSRC published the notification on completion of filing procedures on December 15, 2025. No other +approvals from the CSRC 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 1,146,500 H Shares and the International Offering of initially 10,317,600 H +Shares (subject to reallocation on the basis as set out in ‘‘Structure of the Global Offering’’). +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 n .N op e r s o ni sa u t h o r i z 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 lO f f e r i n go rt o +make any representation not contained in this prospectus, and any information or representation not +contained herein must not be relied upon as having been authorized by our Company, the Joint +Sponsors, the Overall Coordinators, the Joint Glo bal Coordinators, the J oint Lead Managers, the +Joint Bookrunners, the Underwriters, the Capit al Market Intermediaries, any of our or their +affiliates or any of their respective directors, office rs, employees, advisors, agents or representatives, +or any other persons or parties involved in the Global Offering. Neither the delivery of this +prospectus nor any subscription or acquisition made under it shall, under any circumstances, create +any implication that there has been no change in our a f f a i r ss i n c et h ed a t eo ft h i sp r o s p e c t u so rt h a t +the information in this prospectus is correct as of any subsequent time. +UNDERWRITING +The Listing is sponsored by the Joint Sponsors 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 Underwriting Agreement relating to the International Offering is expected to be +entered into on or about Thursday, June 11, 2026. See ‘‘Underwriting’’ for further details on the +Underwriters and the underwriting arrangements. +INFORMATION ON THE CONVERSION OF CERTAIN UNLISTED SHARES INTO H +SHARES +We have applied for conversion of 67,347,108 Domestic Unlisted Shares into H Shares. See +‘‘History, Development and Corporate Structure’’ a nd ‘‘Share Capital’’ for details of our existing +Shareholders and their respective interests in our Company and relevant procedures for the +conversion of Domestic Unlisted Shares into H Shares. Such H Shares to be converted from +Domestic Unlisted Shares are restricted from t rading for a period of one year after the Listing. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–5 0– + + +--- page 60 --- +RESTRICTIONS ON OFFER AND SALE OF H SHARES +Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering will +be required to, or be deemed by his acquisition of 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. +No action has been taken to permit a public offering of the H Shares or the distribution of this +prospectus in any jurisdiction other than Hong Kong. Accordingly, and without limitation to the +following, this prospectus may not be used for the purpose of, and does not constitute, an offer or +invitation in any jurisdiction or in any circum stances in which such an offer or invitation is not +authorized or to any person to whom it is unl awful to make such an offer or invitation for +subscription. The distribution of this prospectus and the offering and sale of the Offer Shares in +other jurisdictions are subject to restrictions and may not be made except as permitted under the +applicable securities laws of such jurisdictions pu rsuant to registration with or authorization by the +relevant securities regulatory authorities or an exe mption therefrom. In particular, the Offer Shares +have not been publicly offered and sold, and will no t be offered and sold, directly or indirectly, in the +PRC or the U.S. +Potential investors for Offer Shares should con sult their financial advisors and take legal +advice, as appropriate, to inform themselves of, an d to observe, all applicable laws and regulations +of any relevant jurisdiction. Potential investors for the Offer Shares should inform themselves as to +the relevant legal requirements of applying for the Offer Shares and any applicable exchange control +regulations and applicable taxes in t he countries of their respective ci tizenship, residence or domicile. +APPLICATION FOR LISTING OF THE H SHARES ON THE STOCK EXCHANGE +We have applied to the Stock Exchange for the granting of listing of, and permission to deal in, +our H Shares to be issued pursuant to the Global Offering (including any H Shares which may be +issued pursuant to the exercise of the Over-allotm ent Option). Dealings in the H Shares on the Stock +Exchange are expected to commence on Monda y, June 15, 2026. No part of our share or debt +securities is listed on or dealt in on the Stock Ex change or any other stock exchange and no such +listing or permission to list is being or proposed to be sought in the near future. +Under section 44B(1) of the 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 Stock Exchange is refused before the expiration of three +weeks from the date of the closing of the applicatio n lists, or such longer period (not exceeding six +weeks) as may, within the said three weeks, be notified to our Company by or on behalf of the Stock +Exchange. +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 Stock +Exchange and our compliance with the stock ad mission requirements of HKSCC, the H Shares will +be accepted as eligible securities by HKSCC for dep osit, clearance and settlement in CCASS with +effect from the date of commencement of dealin gs in the H Shares on the Stock Exchange or any +other date as determined by HKSCC. Settlement of t ransactions between participants of the Stock +Exchange is required to take place in CCASS on the s econd settlement day after any trading day. All +activities under CCASS are sub ject to the General Rules of HKSCC and the HKSCC Operational +Procedures in effect from time to time. All necessary arrangements have been made for the H Shares +to be admitted into CCASS at this stage. Investors should seek the advice of their stockbroker or +other professional advisors for the details of the s ettlement arrangements as such arrangements may +affect their rights and interests. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–5 1– + + +--- page 61 --- +REGISTER OF MEMBER S 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 headqua rters in Chinese Mainland. +Dealings in the H Shares registered in our H Sh are register will be subject to Hong Kong stamp +duty. Hong Kong stamp duty is charged to both t he seller and purchaser at an ad valorem rate of +0.1% on the higher of the consideration for or the market value of the H Shares transferred, +resulting in a total of 0.2% payab le on a typical sale and purchase transaction of the H Shares. +DIVIDENDS PAYABLE TO HOLDERS OF H SHARES +Unless determined otherwise by our 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 our +Company in Hong Kong. +According to the Guide to the Program for ‘‘Full Circulation’’ of H shares promulgated by +CSDC on February 7, 2020, cash dividends to domestic investors of H-share ‘‘full circulation’’ shall +be distributed through CSDC. An H-share listed c ompany shall transfer RMB cash dividends to the +designated bank account of the Shenzhen subsidiary of CSDC, who shall complete the clearing of +cash dividends by distributing the cash dividends to investors through domestic securities +companies. +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 o ur Company, the Joint Sponsors, the Overall +Coordinators, the Joint Global Coordinators, the Joint Lead Managers, the Joint Bookrunners, the +Underwriters, the Capital Market Intermediari es, any of our or their affiliates or any of their +respective directors, officers, employees, adviso 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. +PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES +The procedures for applying for the Hong Kong Offer Shares are set out in ‘‘How to Apply for +Hong Kong Offer Shares’’. +OVER-ALLOTMENT AND STRUCT URE OF THE GLOBAL OFFERING +Details of the structure of the Global Offering, i ncluding its conditions and the arrangements +relating to the Over-allotment Option and stabiliz ation, are set out in ‘‘Structure of the Global +Offering’’. +EXCHANGE RATE CONVERSION +Solely for your convenience, this prospectus contains translations among certain amounts +denominated in Renminbi, Hong Kong dollars and U.S. dollars. +Unless indicated otherwise, (i) the translations between Renminbi and U.S. dollars were made +at the rate of RMB6.8288 to US$1.00, (ii) the t ranslations between Hong Kong dollars and +Renminbi were made at the rate of RMB0.87155 to HK$1.00, and (iii) the translations between +Hong Kong dollars and U.S. dollars were ma de at the rate of HK$7.8352 to US$1.00. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–5 2– + + +--- page 62 --- +No representation is made that the amounts denominated in one currency could actually be +converted into the amounts denominated in another currency at the rates indicated or at all. +LANGUAGE +If there is any inconsistency between this 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 +subsidiaries) have been included in this prospectus in both the Chi nese and English languages. In the +event of any inconsistency, the Chinese version shall prevail. +ROUNDING +Certain amounts and percentage figures included in this prospectus have been subject to +rounding adjustments. Any discrepancies between totals and sums of amounts listed in any table, +chart or elsewhere in this prospectus are due to rounding. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–5 3– + + +--- page 63 --- +Name Residential address Nationality +DIRECTORS +Executive Directors +Mr. Yang Fan ( 楊帆) Room 202, Unit 1, Block 21 +Runan Estate, Yinhu Road +Jingshu District, Wuhu City +Anhui Province, PRC +Chinese +Mr. Ning Pengfei ( 寧鵬飛) Room 802, Block B +259 Renmin Road +Jinghu District, Wuhu City +Anhui Province, PRC +Chinese +Ms. Hu Yan ( 胡燕)2 W u n i n g R o a d +Jinghu District, Wuhu City +Anhui Province, PRC +Chinese +Mr. Gou Bin ( 苟斌)5 – 3 , 1 2 +Weifeng Nanqiao Estate +Jiangbei District +Chongqing, PRC +Chinese +Mr. Mei Huixiang ( 梅惠祥) 17, Lane 232 +Jiashan Road +Xuhui District +Shanghai, PRC +Chinese +Non-executive Director +Mr. Xu Lianzheng ( 徐連政) Room 1501, No.8 +Lane 99, Dongxiu Road +Pudong New Area +Shanghai, PRC +Chinese +Independent non-executive Directors +Mr. Liu Feng ( 劉峰) 422 Siming South Road +Siming District, Xiamen City +Fujian Province, PRC +Chinese +Mr. Xiong Hui ( 熊輝) 1/F, No. 12 Kak Tin Village +5th Street, Shatin +New Territories, Hong Kong +Chinese +M r .L uJ i a n( 陸健) Room 602, No. 13 Laoqingyuan +Beitang District, Wuxi City +Jiangsu Province, PRC +Chinese +DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–5 4– + + +--- page 64 --- +Name Residential address Nationality +SUPERVISORS +Mr. Hu Xiang ( 胡翔) 14 Qingnian Road +Yueyanglou District, Yueyang City +Hunan Province, PRC +Chinese +M r .L iB i n g( 李兵) 501, Building 1 +City West Public Housing +Fanchang District, Wuhu City +Anhui Province, PRC +Chinese +Ms. Zhang Wenxia ( 張文霞) Room 201, Unit 3 +Building 2 +City of Light +Jiujiang District, Wuhu City +Anhui Province, PRC +Chinese +Please see ‘‘Directors, Supervisors and Senior M anagement’’ of this pro spectus for further +information of our Directors and Supervisors. +PARTIES INVOLVED IN THE GLOBAL OFFERING +Joint Sponsors CITIC Securities (Hong Kong) Limited +18/F, One Pacific Place +88 Queensway, Hong Kong +Guoyuan Capital (Hong Kong) Limited +17th Floor, Three Exchange Square +8 Connaught Place +Central, Hong Kong +Sponsor-Overall Coordinators and +Overall Coordinators +CLSA Limited +18/F, One Pacific Place +88 Queensway, Hong Kong +Guoyuan Securities Brokerage (Hong Kong) Limited +17th Floor, Three Exchange Square +8 Connaught Place +Central, Hong Kong +Joint Global Coordinators, Joint +Bookrunners, Joint Lead Managers +and Capital Market Intermediaries +CLSA Limited +18/F, One Pacific Place +88 Queensway, Hong Kong +Guoyuan Securities Brokerage (Hong Kong) Limited +17th Floor, Three Exchange Square +8 Connaught Place +Central, Hong Kong +DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–5 5– + + +--- page 65 --- +Joint Bookrunners, Joint Lead +Managers and Capital Market +Intermediaries +CLSA Limited +18/F, One Pacific Place +88 Queensway, Hong Kong +Guoyuan Securities Brokerage (Hong Kong) Limited +17th Floor, Three Exchange Square +8 Connaught Place +Central, Hong Kong +Zhongtai International Securities Limited +19 Floor, Li Po Chun Chambers +189 Des Voeux Road +Central, Hong Kong +Soochow Securities International Brokerage Limited +Level 17, Three Pacific Place +1Q u e e n ’ sR o a dE a s t +Hong Kong +CEB International Capital Corporation Limited +34/F–35/F, Everbright Centre +108 Gloucester Road +Wan Chai, Hong Kong +Huafu International Securities Limited +Units 2603–2606, 26/F, Infinitus Plaza +199 Des Voeux Road Central +Sheung Wan, Hong Kong +Orient Securities (Hong Kong) Limited +28–29/F, 100 Queen’s Road Central +Hong Kong +Legal advisors to our Company As to Hong Kong law +King & Wood +13/F, Gloucester Tower, The Landmark +15 Queen’s Road Central +Central, Hong Kong +As to PRC law +AllBright Law Offices +9, 11, 12/F, Shanghai Tower +No. 501 Yincheng Middle Road +Pudong New Area +Shanghai, PRC +DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–5 6– + + +--- page 66 --- +Legal advisors to the Joint Sponsors and +the Underwriters +As to Hong Kong law +Clifford Chance +27/F, Jardine House +One Connaught Place +Central, Hong Kong +As to PRC law +Jingtian & Gongcheng +34/F, Tower 3, China Central Place +77 Jianguo Road +Chaoyang District +Beijing, PRC +Auditor and +Reporting Accountant +Ernst & Young +Certified Public Accountants +Registered Public Interest Entity Auditor under the +Accounting and Financial Reporting Council Ordinance +27/F, One Taikoo Place +979 King’s Road +Quarry Bay, Hong Kong +Industry Consultant Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. +2504 Wheelock Square +1717 Nanjing West Road +Shanghai, PRC +Receiving Banks Bank of China (Hong Kong) Limited +1 Garden Road +Hong Kong +CMB Wing Lung Bank Limited +45 Des Voeux Road Central +Hong Kong +DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–5 7– + + +--- page 67 --- +Registered Office 3 Zhongjiang Road +Economic Development Zone +Fanchang District, Wuhu City +Anhui Province, PRC +Headquarters and Principal Place of +Business in the PRC +3 Zhongjiang Road +Economic Development Zone +Fanchang District, Wuhu City +Anhui Province, PRC +Principal Place of Business in +Hong Kong +40/F, Dah Sing Financial Centre +248 Queen’s Road East +Wanchai, Hong Kong +Company’s Website +www.liuliumei.com +(The information contained in this website does not form +part of this prospectus) +Joint Company Secretaries Mr. Ning Pengfei ( 寧鵬飛) +Room 802, Block B +259 Renmin Road +Jinghu District, Wuhu City +Anhui Province, PRC +M s .A uW a iC h i n g(區慧晶) +(a fellow of both The Hong Kong +Chartered Governance Institute and +The Chartered Governance Institute in the +United Kingdom) +40th Floor, Dah Sing Financial Centre +248 Queen’s Road East +Wanchai, Hong Kong +Authorized Representatives Mr. Ning Pengfei ( 寧鵬飛) +Room 802, Block B +259 Renmin Road +Jinghu District, Wuhu City +Anhui Province, PRC +M s .A uW a iC h i n g(區慧晶) +(a fellow of both The Hong Kong +Chartered Governance Institute and +The Chartered Governance Institute in the +United Kingdom) +40th Floor, Dah Sing Financial Centre +248 Queen’s Road East +Wanchai, Hong Kong +Audit Committee Mr. Liu Feng ( 劉峰) (Chairperson) +Mr. Xu Lianzheng ( 徐連政) +M r .L uJ i a n( 陸健) +CORPORATE INFORMATION +–5 8– + + +--- page 68 --- +Remuneration and Appraisal Committee Mr. Liu Feng ( 劉峰) (Chairperson) +Mr. Xiong Hui ( 熊輝) +Mr. Yang Fan ( 楊帆) +Nomination Committee M r .L uJ i a n( 陸健) (Chairperson) +Mr. Xiong Hui ( 熊輝) +Ms. Hu Yan ( 胡燕) +Compliance Advisor Guoyuan Capital (Hong Kong) Limited +17th Floor, Three Exchange Square +8 Connaught Place +Central, Hong Kong +H Share Registrar Computershare Hong Kong Investor Services Limited +Shops 1712–1716 +17th Floor, Hopewell Centre +183 Queen’s Road East +Wan Chai, Hong Kong +Principal Banks Bank of China Fanchang County Branch +Wei Er Road +Fanchang Economic Development Zone, Wuhu City +Anhui Province, PRC +CORPORATE INFORMATION +–5 9– + + +--- page 69 --- +The information and statistics set out in this section and other sections of this prospectus were +extracted from the report prepared by Frost & S ullivan, which was commissioned by us, and from +various official government publications and other publicly available publications. We engaged Frost +& Sullivan to prepare the Frost & Sullivan Report, an in dependent industry report, in connection with +the Global Offering. +We believe that the sources of this information are appropriate source for such information and +have taken reasonable care in extracting and reproducing such information. We have no reason to +believe that such information is false or misleading or that any fact has been omitted that would +render such information false or misleading. The information from official government sources has +not been independently verified by us, the Joint Sponsors, the Overall Coordinators, the Joint Global +Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, any of their +respective directors and advisers, or any other persons or parties involved in the Global Offering, and +no representation is given as to its accuracy. +OVERVIEW OF CHINA’S SNACK FOOD INDUSTRY +Overview of Snack Food Industry +Snack food refers to snacks and desserts typically enjoyed during leisure time or between meals +as a quick, convenient option. To accommodate various consumption scenarios, snack foods are +generally packaged in small, portable portion. Based on the ingredients used, snack food can be +categorized into fruit snacks, jelly, confectionery, chocolate, roasted seeds and nuts, crispy snack +foods, bread, cakes and pastries, biscuits, meat and aquatic animal snacks, seasoned flour products, +vegetable snacks and dried tofu snacks. +The market size of China’s snack food industr y increased from RMB774.9 billion in 2020 to +RMB933.0 billion in 2024, at a CAGR of 4.8%. Driven by the rising consumer health awareness and +ongoing product innovation toward health-conscious snack foods, the snack food industry is +expected to reach RMB1,141.0 billion in 2029, at a CAGR of 4.1%. +In 2024, the annual global per capita consumpt ion on snack food amounted to RMB1,188.9, +significantly higher than China’s annual per cap ita consumption on snack food of RMB662.5, and +the gap is particularly notable when compared with developed countries. For instance, the annual +per capita consumption on snack food in the U.S., the U.K., Japan and South Korea reached +RMB7,578.7, RMB6,543.9, RMB3,524.6 and RMB1,809.6, respectively. This disparity reveals the +substantial growth potential for snack food indu stry and extensive future demand for snack food in +China, illustrating ample opportunities for sna ck food providers to expand and meet growing +demands of Chinese consumers. +Market Size of China’s Snack Food Industry by Retail Sales Value by Product Types, 2020–2029E +Retail Sales Value (RMB Billion) CAGR (%) +Item 2020 2024 2025E 2029E 2020–2024 2025E–2029E +Fruit snacks 37.8 52.0 56.0 78.0 8.3% 8.6% +Jelly 17.8 31.0 35.0 57.0 14.9% 13.0% +Confectionery 85.3 93.0 96.0 104.0 2.2% 2.0% +Chocolate 64.1 68.0 70.0 75.0 1.5% 1.7% +Roasted seeds and nuts 141.4 161.0 165.0 184.0 3.3% 2.8% +Crispy snack foods 87.6 102.0 104.0 112.0 3.9% 1.9% +Bread, cakes and pastries 82.9 102.0 107.0 127.0 5.3% 4.4% +Biscuits 77.8 88.0 90.0 98.0 3.1% 2.2% +Meat and aquatic animal snacks 78.7 98.0 102.0 118.0 5.6% 3.7% +Seasoned flour products 41.2 56.0 60.0 80.0 8.0% 7.5% +Vegetable snacks 24.2 39.0 42.0 54.0 12.7% 6.5% +Dried tofu snacks 16.8 21.0 22.0 27.0 5.7% 5.3% +Others 19.3 22.0 23.0 27.0 3.3% 4.1% +China’s Snack Food Industry 774.9 933.0 972.0 1,141.0 4.8% 4.1% +Source: National Bureau of Statistics, Intervi ews with Industry Expert s, Frost & Sullivan Report +INDUSTRY OVERVIEW +–6 0– + + +--- page 70 --- +Market Drivers and Trends Analysis of China’s Snack Food Industry +Emergence of Fruit-based Snack Food +With rising per capita spending on snack foods and evolving dietary habits, Chinese consumers +are increasingly seeking variety and novelty in fr uit-based snack products. Manufacturers have +responded by developing a wide range of fruit ingredients and formats, including dried fruits, +freeze-dried fruits, and fruit jellies. Innovatio ns in sourcing, processing, and natural flavor +combinations allow these products to stand out in terms of taste, texture and convenience, appealing +to consumers looking for porta ble, easy-to-consume options. +Diversification of Consumption Scenarios +The ever-faster pace of life has led to a sharp increase in the demand for convenient, +ready-to-eat snacks suitable for various consumption scenarios. As consumption scenarios diversify, +such as in between meals, in offices, during travel a nd at family gatherings, the frequency and variety +of snack consumption are gradually expandin g. In offices, busy professionals often need +reinvigorating snacks that can quickly replenis h energy, alleviating hunger and enhancing work +efficiency during hectic intervals. During travel, people are in different environments and states, +l e a d i n gt om o r ed i v e r s es n a c kn e e d s .T h e s es n a c k sa r er e q u i r e dt ob ec o n v e n i e n tt oc a r r ya n da b l et o +satisfy the spontaneous needs that may arise throughout the journey. +Expansion of Sales Channels +The recent rise of e-commerce, live commerce and new retail models has opened up new growth +opportunities for the sales of snack food. Majo r online platforms enable convenient shopping +methods, extensive user reach and efficient logis tics and delivery systems to enable snack foods to +overcome geographical barriers and quickly reach consumers nationwide and even globally. In +addition, snack specialty stores have become in creasingly popular as they cater to snack food +consumers’ demand for health-consciousness, sust ainability and cultural exploration while offering +personalized shopping experiences and innovative f lavors. Thus, the market size of China’s snack +food industry by sales through snack specialty st ores reached 7.8% in 2024, and is expected to grow +to 10.3% in 2029, maintaining the highest g rowth rate among offline sales channels. +Overview of Fruit Snacks Industry +Fruit snacks, which include dried fruits, freez e-dried fruits, proce ssed fruit snacks, and +fruit-based bars or bites, have become increasingl y popular in recent years. They are often positioned +as convenient, portable snack options that fit into busy, on-the-go lifestyles. Compared to +traditional snacks, fruit snacks a re generally made from natural fruit ingredients and are available in +a variety of formats, catering to a wide range of co nsumer preferences. The market size of China’s +fruit snacks industry by retail sales value in creased from RMB37.8 b illion in 2020 to RMB52.0 +billion in 2024, at a CAGR of 8.3%, and the market size is expected to reach RMB78.0 billion in +2029, growing at a CAGR of 8.6% from 2025 to 2029. +Market Size of China’s Fruit Snacks Industry by Retail Sales Value, 2020–2029E +100 +RMB Billion +China’s Fruit Snacks Industry +CAGR 2020–2024 CAGR 2025E–2029E +8.3% +2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E +37.8 41.0 44.2 47.7 52.0 56.0 61.0 +66.0 +72.0 +78.0 +8.6% +90 +80 +70 +60 +50 +40 +30 +20 +10 +0 +Source: Interviews with Industry Experts, Frost & Sullivan Report +INDUSTRY OVERVIEW +–6 1– + + +--- page 71 --- +Value Chain Analysis of Fruit Snacks Industry +The upstream of the China’s fruit snacks indust ry mainly includes raw material suppliers who +are responsible for fruit breeding and cultivation and raw material supply. To ensure the quality of +raw material, leading manufacturers often build pr oduction bases near major raw material sourcing +regions and establish long-term relationships wit h local farmers. Modern farming techniques, such +as precision agriculture and pest management, not only improve the production efficiency of raw +materials but also enhance their nutritional cont ent and taste, thereby meeting the growing market +demand. +The midstream of the industry primarily in cludes snack food manufacturers who are +responsible for snack food processing and pro duction. Technological advancements in food +processing, such as automation and aseptic fresh -lock technology, have optimized the processing of +fruit snacks by preventing microbial contaminatio n and extending shelf life without preservatives. +Leading manufacturers are also developing innovative packaging technologies to enhance +convenience, preserve freshness and cater to the fast-paced lifestyles of modern consumers. +The downstream of the industry includes both end consumers and various sales channels, such +as traditional retail, supermarkets, snack spec ialty stores, convenienc e stores and e-commerce +platforms. With the rapid development of e-commerc e ,s a l e sc h a n n e l sh a v eb e c o m em o r ed i v e r s i f i e d , +offering consumers easy access to various fruit s nacks. Companies enhance market visibility and +share through brand building and marketing activ ities, collaborating wi th well-known brands for +cross-promotions or providing customized products for key downstream retailers. +Among the fruit ingredients, green plum is reco gnized for its efficacy in treating cholera, +vomiting, diarrhea, dysentery, thirst and typhoid fever, according to the ‘‘Compendium of Materia +Medica’’ (《本草綱目》). A processed form of green plum, smoked plum, has further been included in +the National Health Commission’s ‘‘food and medicine homologous’’ ( 《藥食同源》) directory. +Accordingly, green-plum-based fruit snacks offer va rious function benefits, including (i) promoting +digestive health by stimulating gastric juice secret ion and balancing intestinal pH through various +kinds of naturally occurring organic acids, (ii) delivering antioxidant support via vitamins C, +polyphenols and organic acids, (iii) contributing to blood sugar regulation, and (iv) aiding weight +control due to their low calorie and high fiber content. +The globalization of green-plum-based fruit snacks underscores the international appeal of +traditional Chinese cuisine. Cherished for their med icinal properties, flavor and nutritional value, +green plums have also gained widespread acceptance as an oriental fruit in Japan, South Korea and +other East Asian countries. In Japan, where their cu isine culture emphasizes low-fat and low-calorie +diets, green plums are highly valued and often processed into dried plums. Enhanced through +Japanese craftsmanship and technology, esp ecially in preservative-free applications, +green-plum-based snacks enjoy widespread popul arity in Japan. As a result, Japan’s per capita +annual consumption of green-plum-based snacks exceeds China’s by more than 70 times. The +disparity demonstrates the substa ntial, unfilled market potential fo r green-plum-based fruit snacks +in China. Driven by the increasing consumer spe nding and market promotion, Chinese consumers’ +awareness and acceptance of green-plum-based fr uit snacks continue to rise, leading to the market +growth. +Entry Barrier for Fruit Snacks Industry +Raw Material Barrier +New entrants face difficulties in securing stable, high-quality fruit supply at competitive prices. +Due to seasonal fluctuations, perishability, and com petition from established players, small or new +firms often struggle with cost control and consist ent sourcing, which directly impacts production +reliability and product quality. +INDUSTRY OVERVIEW +–6 2– + + +--- page 72 --- +Brand Recognition Barrier +The fruit snacks market is dominated by well-esta blished brands with strong retail presence and +loyal customer bases. Securing shelf space in s upermarkets or e-commerce platforms requires +significant investment in marketing, trade promotions, and retailer relationships, posing a steep +hurdle for newcomers wi thout brand equity. +Product Innovation Barrier +Consumer preferences in this area are rapidly evolving toward functional and low-calorie +snacks. New entrants often lack the research an d development infrastructure to formulate +competitive products with appealing taste, textu re, and health benefits, especially when using +natural or clean-label ingredients, which lim its differentiation and slows scaling efforts. +Market Challenges and Threats for Fruit Snacks Industry +Raw Material Supply Volatility +Fruit snacks rely on stable fruit supply which weather changes and climate events may disrupt +harvests, driving up prices and limiting availab ility. This affects production consistency and may +lead to increased costs or quality compromise. +Health Expectations from Consumers +Consumers are demanding lower sugar and cleaner labels, reformulating products to meet these +expectations raises research and development costs and technical challenges. +Competition and Differentiation Pressure +The market faces rising competition from both major brands and niche players. With limited +product differentiation, companies must invest in innovation and marketing enough to stay +competitive, which may strain margins. +Overview of Green-plum-based Fruit Snacks Industry +Green-plum-based fruit snacks are valued for thei r distinctive natural acidity, fruit-derived +organic acids, and bioactive comp ounds, which are commonly associa t e dw i t hd i g e s t i v es u p p o r ta n d +appetite stimulation. Benefiting from strong flavor r ecognition, natural preser vative characteristics, +and adaptability across multiple snack formats, gree n-plum-based fruit snacks continue to appeal to +consumers seeking fruit-based, minima lly processed snack alternatives. +The market size of China’s green-plum-based fruit snacks industry by retail sales value +increased from RMB5.1 billion in 2020 to RMB9.1 billion in 2024, representing a CAGR of 15.5%. +Growth has been driven by rising consumer awareness of digestive health, continuous product +innovation, and a shift in consumer preferences toward natural and functional snack foods. Looking +ahead, the market is expected to expand from RMB10.4 billion in 2025 to RMB17.0 billion in 2029, +at a CAGR of 13.0%, supported by sustained deman d for fruit-based, and health-oriented snack +products. +INDUSTRY OVERVIEW +–6 3– + + +--- page 73 --- +Market Size of China’s Green-plum-based Fruit Snacks Industry, 2020–2029E +18 +RMB Billion +China’s Green-plum-based +Fruit Snacks Industry +CAGR 2020–2024 CAGR 2025E–2029E +15.5% +2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E +5.1 +6.1 6.9 +7.8 +9.1 +10.4 +11.9 +13.5 +15.2 +17.013.0% +16 +14 +12 +10 +8 +6 +4 +2 +0 +Source: Interviews with Industry Experts, Frost & Sullivan Report +Overview of Prune-based Fruit Snacks Industry +Prune-based fruit snacks, recognized for their hi gh dietary fiber, antioxidants and essential +vitamins and minerals, promote digestive health and o verall well-being. Their worldwide popularity, +particularly in countries such as France, the U.S . and other Western and Eastern markets, stems +from their health benefits. With a long shelf lif e and natural flavor, prune-based fruit snacks +continue to appeal to health-conscious consum ers and those seeking natural alternatives to +processed snack foods. +The China’s prune-based fruit snacks industry ha s significant growth potential. The market size +of China’s prune-based fruit snacks industry by r etail sales value increased from RMB2.4 billion in +2020 to RMB4.1 billion in 2024, at a CAGR of 14.6%. Driven by Chinese consumers’ rising health +awareness, continuous product innovation and shi fting consumers’ preference toward natural and +functional snack food, the prune-based fruit sna cks industry is expected to increase from RMB4.7 +billion in 2025 to RMB8.2 billion in 2029, at a CAGR of 14.9%. +Market Size of China’s Prune-based Fruit Snacks Industry, 2020–2029E +10 +RMB Billion China’s Prune-based Fruit Snacks Industry +CAGR 2020–2024 CAGR 2025E–2029E +14.6% +2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E +2.4 +3.0 3.4 3.7 4.1 +4.7 +5.4 +6.2 +7.2 +8.2 +14.9% +9 +8 +7 +6 +5 +4 +3 +0 +2 +1 +Source: Interviews with Industry Experts, Frost & Sullivan Report +INDUSTRY OVERVIEW +–6 4– + + +--- page 74 --- +Competitive Landscape of China’s Fruit Snacks Industry +The market size of China’s fruit snacks industr y by retail sales value reached RMB52.0 billion +in 2024, with the top five market players accou nting for 14.5% of the market share. In 2024, the +Company ranked first in terms of retail sales value in China’s fruit snacks industry, representing a +market share of 4.9%. +Top Five Companies in China’s Fruit Snacks Industry by Retail Sales Value, 2024 +the Company +Company A +Company B +Company C +Company D +2.6 +2.1 +1.0 +1.0 +0.8 +Ranking Company Name Market ShareRetail Sales Value of Fruit Snacks in China in 2024 (RMB Billion) +4.9% +2.0% +2.0% +1.5% +Top Five: 14.5% +4.1% +1 +3 +5 +2 +4 +Source: Annual Reports of Listed Companies, Interviews with Industry Experts, Frost & Sullivan Report +Competitive Landscape of China’s Green-plum-based Fruit Snacks Industry +The market size of China’s green-plum-based fruit snacks industry by retail sales value reached +RMB9.1 billion in 2024, with the top five market players accounting for 44.1% of the market share, +indicating a relatively fragmented competitive la ndscape. In 2024, the Company ranked first in terms +of retail sales value in China’s green-plum-based f ruit snacks industry, representing a market share +of 24.2%. +Top Five Companies in China’s Green-plum-based Fruit Snack Industry +by Retail Sales Value, 2024 +the Company +Company E +Company F +Company G +Company B +2.2 +0.5 +0.5 +0.5 +0.4 +Ranking Company Name Market Share +Retail Sales Value of China Green-plum-based Fruit Snacks in 2024 +(RMB Billion) +24.2% +5.3% +5.1% +3.8% +Top Five: 44.1% +5.7% +1 +3 +5 +2 +4 +Source: Annual Reports of Listed Companies, Interviews with Industry Experts, Frost & Sullivan Report +Overview of Jelly Industry +Jelly is a gelatinous, sweet food typically made fr om fruit nectar, sugar, thickening agents such +as gelatin, carrageenan or agar. These key ingre dients are combined and processed to produce a +smooth, transparent texture with a firm yet pliable consistency. Commonly enjoyed as a convenient +dessert or snack option, jelly exists in various fla vors, which often reflect natural fruity flavors. +Jelly’s versatile flavors and pliable texture ma ke it a popular treat across diverse markets. +INDUSTRY OVERVIEW +–6 5– + + +--- page 75 --- +The China’s jelly market is expanding stead ily, driven by the ever-evolving consumer +preferences, growing demand for convenient snacks and continuous product innovations toward +natural and health-conscious jelly. Based on ingredients and processing methods, Jelly can be +classified into different types. In particular, featuring ease to consume and portable size, squeezy +jelly has become the fastest growing category, appealing to younger consumers who seek fun and +interactive snacking experienc es. Additionally, squeezy jelly re flects innovative flavors and +incorporates natural ingredients to align with growing consumer demand for high-quality, novel +and health-conscious jelly products. The market si ze of China’s jelly industry by retail sales value +increased from RMB17.8 billion in 2020 to RMB 31.0 billion in 2024 at a CAGR of 14.9%, and the +market is expected to reach RMB57.0 billion i n 2029, at a CAGR of 13.0% from 2025 to 2029. +Specifically, the squeezy je lly market increased from RMB1.1 billion in 2020 to RMB4.7 billion in +2024 at a CAGR of 43.8%, and the market is expected to reach RMB18.2 billion in 2029 at a CAGR +of 28.9% from 2025 to 2029, demonstrating the enormous growth potential of the market. +Market Size of China’s Jelly Industry by Retail Sales Value by +Edible Methods, 2020–2029E +60 +RMB Billion +Cup Jelly +Sip Jelly +Squeezy Jelly +China’s Jelly Industry +CAGR 2020–2024 CAGR 2025E–2029E +13.1% +2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E +17.8 +21.4 +25.0 +28.0 +31.0 +35.0 +39.0 +44.0 +50.0 +13.0 15.5 18.0 19.6 21.3 +22.8 +25.0 +27.5 +29.3 +3.8 4.7 6.6 7.8 9.7 13.0 +3.7 4.2 4.4 4.6 5.0 5.6 6.2 6.8 +7.7 +8.1% +7.8% 8.3% +43.8% 28.9% +14.9% 13.0% +50 +40 +30 +20 +10 +0 +1.1 1.7 2.6 +57.0 +31.1 +18.2 +7.7 +Source: Interviews with Industry Experts, Frost & Sullivan Report +With increasing consumer awareness of health and wellness, particularly the desire for cleaner +labels and more transparent ingred ients, demand for natural ingredient jelly has grown significantly. +To capture this emerging market trend, jelly manufa cturers are shifting their product development +strategies toward jelly products wi th natural ingredients. It is now viewed as a strategic direction for +innovation and brand differentiation, aimed at s atisfying consumers’ growing expectations for +authenticity, healthiness, and quality in daily food products. These innovations have resonated +particularly well with youngsters, children and whit e-collar consumers seeking guilt-free and natural +ingredient products. +Entry Barrier for Jelly Industry +Product Barrier +Jelly products require precise formulation to deliver consistent texture, elasticity, and taste. +Replacing artificial gelling agents or colorants with natural alternatives fur ther increases technical +complexity. New entrants often l ack access to the expertise or proprietary formulations needed to +compete on quality and stability. +Distribution Barrier +Reliable distribution infrastructure is essen tial to maintain shelf life and food safety. New +entrants without established logistics or channel par tnerships face high distribution costs and limited +reach, particularly in emerging markets or cross-border trade. +INDUSTRY OVERVIEW +–6 6– + + +--- page 76 --- +Scale Barrier +Jelly is often positioned as an affordable mass-ma rket snack, especially in developing regions. +New players entering this low-margin environm ent must achieve high production efficiency to +remain price-competitive. Without economies of s cale or automation, it’s difficult to maintain +profitability. +Market Challenges and Threats for Jelly Industry +Ingredient and Cost Pressures +Fluctuations in the prices of key ingredients may impact production costs and pressure to use +more natural or healthier alternatives adds complexity and expense. +Shifting Consumer Preferences +Consumers are shifting away from artificial pr oducts toward healthier and more nature jellies. +Traditional jelly products face d eclining appeal, requiring investm ent in innovation and potential +trade-offs in texture or shelf life. +Regulatory Standards +Food regulations are tightening especially fo r additives and preservations. Meeting diverse +compliance requirements increases operational c omplexity and may raise the risk of reputational +harm. +Competitive Landscape of China’s Jelly Industry +The China’s jelly industry is relatively fragment ed and competitive. The market size of China’s +jelly industry by retail sales value reached R MB31.0 billion in 2024, with the top ten companies +accounting for 33.9% of the market share. The Company ranked sixth in terms of retail sales value in +China’s jelly industry, represent ing a market share of 2.9% in 2024. +Top Ten Companies in China’s Jelly Industry by Retail Sales Value, 2024 +Company H +Company I +Company J +Company K +Company L +the Company +Company M +Company N +Company B +Company O +2.9 +1.6 +1.5 +1.0 +1.0 +0.9 +0.5 +0.4 +0.4 +0.3 +Ranking Company Name Market Share +Retail Sales Value of Jelly in China in 2024 (RMB Billion) +1 +3 +5 +2 +4 +8 +10 +6 +7 +9 +9.4% +4.8% +3.3% +3.1% +Top Ten: 33.9% +5.2% +2.9% +1.4% +1.0% +1.3% +1.5% +Source: Annual Reports of Listed Companies, Interviews with Industry Experts, Frost & Sullivan Report +INDUSTRY OVERVIEW +–6 7– + + +--- page 77 --- +The following sets forth the profile of the companies in the ranking: +Company A, established in 1992 and headquartered in Zhengzhou, Henan, primarily engages in +the research, procurement, production and sales of healthy foods, including red dates, freeze-dried +products, nuts and dried fruits. +Company B, established in 2007 and headquartered in Hangzhou, Zhejiang, focuses on the +research, development, processing, production, trade, warehousing and logistics of snack foods. +Company C, established in 1989 and headquartered in Weifang, Shandong, continuously +innovates, researches and integrates with traditional hawthorn food products as its main line. +Company D, established in 2010 and headquartered in Wuhan, Hubei, is a brand operation +enterprise that leverages digital technology to integrate supply chain management and an +omnichannel sales system, focusing on high-quality snack food business. +Company E, established in 2013 and headquartered in Huzhou, Zhejiang, is a professional snack +food production enterprise focusing on research, development, production and sales. +Company F, established in 1992 and headquartered in Hangzhou, Zhejiang, is a specialized snack +food enterprise in China. +Company G, established in 1943 and headquartered in Quanzhou, Fujian, mainly produces series +of preserves, cold fruit, candy and other series of food. +Company H, established in 1992 and headquartered in Shenzhen, Guangdong, is engaged in +production and sale of four major product lines: jelly puddings, seaweed, milk tea and chocolate +biscuits. +Company I, established in 1983 and headquartered in Shanghai, is one of famous food and +beverage manufacturers in China. +Company J, established in 2000 and headquartered in Quanzhou, Fujian, is a famous snack food +supplier in the jelly products market in China. +Company K, established in 1990 and headquartered in Quanzhou, Fujian, is engaged in the +production and sale of jelly and shrimp chips, seasonings, rice wine and other related snack food +products. +Company L, established in 1998 and headquartered in Shenzhen, is committed to the production of +snack foods such as jelly and pudding. +Company M, established in 2005 and headquartered in Changsha, Hunan, integrates research and +development, production and sales across the entire snack food industry chain and the deep +processing of agricultural products. +Company N, established in 2012 and headquartered in Wuhu, Anhui, is a snack enterprise +specializing in the research, development, production and sales of a wide variety of products. +Company O, established in 2020 and headquartered in Shanghai, is committed to providing +consumers with snacks that are both healthy and tasty. +RAW MATERIAL PRICE ANALYSIS +The major raw materials for plum-based product s primarily consist of green plums, prunes and +auxiliary raw materials, such as sugar and salt. The price of green plum is primarily influenced by +weather and market conditions. Green plums can be significantly affected by weather, which causes +price fluctuations. Additionally, the plum-based product manufacturers’ inventory level can also +impact the price of green plums, resulting in fluct uations in procurement costs. From 2020 to 2024, +the price of green plum in China increased from RMB2,400 per ton to RMB2,600 per ton, at a +CAGR of 2.0%. +INDUSTRY OVERVIEW +–6 8– + + +--- page 78 --- +Prune-based products mainly use the prunes imported from Chile, France and the United +States. The price of prune increased in recent yea rs due to the adverse weather conditions, reduced +yields and increased global demand. Additionally, higher transportation costs, logistics disruptions +and increased level of inflation also contributed to the price surge of imported prunes. From 2020 to +2024, the price of imported prune increased from RMB16,200 per ton RMB20,700 per ton, at a +CAGR of 6.3%. +The price of auxiliary raw materials, such as sugar , is primarily influenced by the global supply +and weather conditions. As one of the world’s majo r sugar-sourcing countries, the price of white +sugar in China was greatly affected by that in the int ernational market. Therefore, due to the rising +price of white sugar globally, from 2020 to 2024, the price of white sugar in China increased from +RMB5,500 per ton to RMB6,500 per ton, at a CAGR of 4.4%. +Average Price of China Green-plum, Imported Prune and White Sugar, 2020–2024 +Thousand RMB/Ton +CAGR 2020–2024 +Green Plum 2.0%4.0 +3.5 +3.0 +2.5 +0.0 +2020 +2.4 +2021 +2.0 +2022 +2.4 +2023 2024 +2.5 2.6 +Thousand RMB/Ton +CAGR 2020–2024 +Imported Prune 6.3% +20 +18 +16 +0 +2020 2021 2022 2023 2024 +16.2 +17.5 +16.6 +21.5 20.7 +Thousand RMB/Ton +CAGR 2020–2024 +Sugar 4.4%7.0 +6.5 +6.0 +0.0 +2020 2021 2022 2023 2024 +5.5 5.6 +6.0 +7.0 +6.5 +22 +21 +19 +17 +Source: General Administration of Customs of PRC, Interviews with Industry Experts, Frost & Sullivan Report +SOURCE OF INFORMATION +We commissioned Frost & Sullivan to conduct mar ket research on snack food and plum-based +products industry and prepare the Frost & Su llivan Report. Frost & Su llivan is an independent +global consulting firm founded in 1961 in New York that offers industry research and market +strategies. We have contracted to pay RMB400 ,000 to Frost & Sullivan 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 Chinese Mainland 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. +INDUSTRY OVERVIEW +–6 9– + + +--- page 79 --- +I. REGULATION RELATING TO FOREIGN INVESTMENT +The Company Law of the PRC , adopted on December 29, 1993 by the Standing Committee of +the National People’s Congress and recently amended on December 29, 2023, stipulates that +companies are divided into limited liability compa nies and joint stock limited companies, and all +companies established within China are governed by this law. +The Foreign Investment Law of the PRC (《中華人民共和國外商投資法》), adopted by the +National People’s Congress (NPC) on March 15, 20 19 and effective from January 1, 2020, provides +that the state adopts the management system of pre- establishment national treatment and negative +list for foreign investment. Foreig n investors are prohibited from investing in sectors specified as +prohibited in the Negative List for Admission of Foreign Investment. For sectors classified as +restricted under the Negative List for Admission of Foreign Investment, foreign investors must +comply with the specific conditions stipulated the rein. For sectors not included in the Negative List +for Admission of Foreign Investment, manageme nt shall be implemented in accordance with the +principle of equal treatment for do mestic and foreign investment. +Pursuant to the Special Management Measures (Negative List) for the Access of Foreign +Investment (2024 Version) (《外商投資准入特別管理措施（負面清單）（2024 年版）》) (the Negative List) +and the Catalogue of Encouraged Industries for Foreign Investment (2022 Version) and (2025 +Version) (the Encouraged Catalogue), the Company and its domestic holding subsidiaries fall within +the industrial sectors encouraged for foreign investment under the Encouraged Catalogue, and are +not among the industrial sectors where foreign inv estment is prohibited or restricted under the +Negative List. +II. REGULATION RELATING TO FOOD SAFETY +The Food Safety Law of the PRC (《中華人民共和國食品安全法》), adopted on February 28, +2009 by the NPC Standing Committee and recently amended on December 1, 2025, stipulates that +the State implements a licensing system for the production and operation of food and food additives, +establishes a full-process traceability system for food safety and a food recall system, and requires +food producers and operators to be responsible for the safety of the food they produce or operate. +The Product Quality Law of the PRC (《中華人民共和國產品質量法》), adopted on February 22, +1993 by the NPC Standing Committee and recently am ended on December 29, 2018, stipulates that +the State implements a supervision and inspect ion system for product quality, with random +inspections as the primary method. Samples for suc h random inspections shall be randomly selected +from the market or from products to be sold in the finished goods warehouses of enterprises. Where +products are found to be unqualified through supe rvision and inspection, th e producers and sellers +will be ordered to make corrections within a specified period; if corrections are not made within the +specified period, the product quality supervision department of the provincial-level or above +government will make a public announcement; if pro ducts remain unqualified after a re-inspection +following the announcement, the enterprise will b e ordered to suspend operations for rectification +within a specified period; if the product quality remains unqualified after a re-inspection following +the rectification period, its business license will be revoked. +The Measures for the Administration of Food Business Licensing and Filing (《食品經營許可和備 +案管理辦法》), issued by the State Administration for Ma rket Regulation (SAMR) and effective from +December 1, 2023, stipulate that food producers wh o have already obtained food production licenses +do not require a food operation license to sell their self-produced food at their production and +processing sites or through online channels. Food sellers who have already obtained food operation +licenses do not require a separate filing for ex panding into sales of pre-packaged food. Food +producers who have already obtained food productio n licenses do not require a separate filing to sell +their self-produced pre-packaged food at their production and processing sites or through online +channels. Food producers who engage in food operation activities in different business premises +REGULATORY OVERVIEW +–7 0– + + +--- page 80 --- +shall obtain separate food operation licenses or filings for each premise according to the law. Food +operation entities are classified into food sellers, catering service operators, and entity-operated +canteens for centralized meal supply. +The Administrative Provisions on Food Labeling (《食品標識管理規定》), issued by the General +Administration of Quality Supervision, Inspection and Quarantine (AQSIQ) (now integrated into +SAMR) and amended on October 22, 2009, explicitly require that food labels shall indicate the food +name, place of origin, production date, shelf life, net weight, ingredient list, and the name, address +and contact details of the producer, as well as the ap plicable national, industry or local standards. +Foods that are subject to product ion license shall be labeled with their food production license +n u m b e ra n dQ Sm a r k . +III. REGULATION RELATING TO INTERNET MARKETING AND LIVE STREAMING +E-COMMERCE +The E - C o m m e r c eL a wo ft h eP R C (《中華人民共和國電子商務法》), adopted by the NPC +Standing Committee and effective from January 1, 2019, stipulates that e-commerce operators +include e-commerce platform oper ators, operators on platforms, an d e-commerce operators who sell +goods or provide services through self-built we bsites or other network services. E-commerce +operators shall register as market en tities in accordance with the law. +The Advertising Law of the PRC (《中華人民共和國廣告法》), adopted on October 27, 1994 by +the NPC Standing Committee and recently amended o n April 29, 2021, explicitly requires that the +release and transmission of advertisements via t he internet must not affect the normal use of the +internet by users; advertisements published on internet pages in the form of pop-ups shall be clearly +marked with a closing sign to ensure one-click closure. +The Measures for the Supervision and Admi nistration of Online Transactions (《網絡交易監督管 +理辦法》), issued by SAMR and effective from May 1, 2025, stipulate that online transaction +operators shall disclose information on goods or services in a comprehensive, truthful, accurate and +timely manner to protect consumers’ right to know and right to choose. Online transaction operators +carrying out online transaction ac tivities through network services such as social networks or live +streaming shall prominently displ ay the goods or services, the actual operating entity, after-sales +service information, or link identifiers of the above information. +The Measures for the Administration of Online Live Streaming Marketing (Trial) ( +《網絡直播營 +銷管理辦法（試行）》), jointly issued by the Cyberspace Ad ministration of China and six other +departments and effective from May 25, 2021, req uire that operators of live streaming rooms and +live streaming marketers engaged in online live str eaming marketing activities must not fabricate or +tamper with data traffic such as transactions, atte ntion, views, and likes, which constitutes data +fraud. +The Code of Conduct for Online Anchors (《網絡主播行為規範》), jointly issued and implemented +by the National Radio and Television Administr ation and the Ministry of Culture and Tourism on +June 8, 2022, requires that online anchors comply with the relevant regulations on real-name +registration of accounts, and must not engage in 31 pr ohibited acts covering aspects such as political +security, social order, minor protection, and busi ness ethics. For live streaming content requiring +higher professional expertise (such as medical and health care, finance and economics, law, +education), anchors should obtain corresponding practicing qualifications and report such +practicing qualifications to the live streaming pla tform, which shall conduct qualification review +and filing. +REGULATORY OVERVIEW +–7 1– + + +--- page 81 --- +IV. REGULATION RELATING TO E NVIRONMENTAL PROTECTION +The Environmental Protection Law of the PRC (《中華人民共和國環境保護法》) (the +‘‘Environmental Protection Law ’’), adopted on December 26, 1989 by the NPC Standing +Committee and amended on April 24, 2014, explicitly stipulates that all entities and individuals +have the obligation to protect the environment; producers and operators shall prevent and reduce +environmental pollution and ecological damage, and bear responsibility for the damage caused in +accordance with the law. The State implements a total emission control system for key pollutants +and a pollution discharge permit management system. Construction of a project for which an +environmental impact assessment has not been c onducted in accordance with the law shall not +commence. Pollution prevention an d control facilities in a construction project shall be designed, +constructed, and put into operation simultaneously with the main project. Pollution prevention and +control facilities shall comply with the requirements of the approved environmental impact +assessment documents, and must not be dismantled or left idle without authorization. +Ten laws related to environmental protection a nd pollution prevention and control, including +the Environmental Protection Law will be replaced by the Ecological Environment Code of the PRC +(《中華人民共和國生態環境法典》), which was adopted by the NPC a nd will take effect on June 28, +2026. +V. REGULATION RELATING TO PROPERTY +1. Land Administration +The Land Administration Law of the PRC (《中華人民共和國土地管理法》), adopted on +June 25, 1986 by the NPC Stan ding Committee and recently amended on August 26, 2019, +stipulates that construction entities using sta te-owned land shall use t h el a n di na c c o r d a n c e +with the terms of the compensated use contract such as the land use right grant agreement or +the provisions of the approval document for the allocation of land use rights. If a change in the +intended use of such land is truly necessary, it shall be approved by the competent department +of natural resources of the relevant people’ s government and reported to the people’s +government that originally appr oved the land use for approval. +The Rural Land Contracting Law of the PRC (《中華人民共和國農村土地承 +包法》), adopted +on August 29, 2002 by the NPC Standing Committee and recently amended on December 29, +2018, stipulates that the State implements the ru ral land contracting and management system. +Rural land contracting adopts the method of hou sehold contracting within rural collective +economic organizations. After contracting land, the contractor acquires the right to land +contractual management and may either manage it by itself or retain the land contracting right +while transferring the land management right of the contracted land to others for management. +Rural land contracting and management shall c omply with laws and regulations, and protect +the rational development and sustainable use of land resources. Contracted land must not be +used for non-agricultural construction without approval in accordance with the law. Where the +party granting the contract contracts rural land to an entity or individual outside the collective +economic organization, it shall obtain prior consent from at least two-thirds of the members of +the villagers’ assembly or at least two-thirds of th e villagers’ representatives in the collective +economic organization, and report to the township (town) people’s government for approval. +2. Property Leasing +The Civil Code of the PRC , adopted by the NPC and effective from January 1, 2021, +stipulates that unless the parties have agreed ot herwise, the income derived from the possession +and use of the leased property during the lease t erm belongs to the lessee. A lessee may sublease +the leased property to a third party with the con sent of the lessor. Wher e the lessee subleases +the property, the lease contract between the le ssee and the lessor remains valid. If the third +party causes damage to the leased property, the le ssee shall compensate for the loss. If the lessee +REGULATORY OVERVIEW +–7 2– + + +--- page 82 --- +subleases the property without the consent of the lessor, the lessor may terminate the contract. +A change in the ownership of the leased property during the term of the lease contract under +which the lessee is in possession does not a ffect the validity of the lease contract. +The Administrative Measures for the Lease of Commercial Properties (《商品房屋租賃管理 +辦法》), issued by the Ministry of Housing and Urban-Rural Development and effective from +February 1, 2011, require that within 30 days afte r the conclusion of a property lease contract, +the parties to the property lease shall register t he property lease with the competent department +of construction (real estate) of the municipality directly under the Central Government, city or +county where the leased property is located. If the lease registration is not completed in +accordance with the above requirements, the competent department of construction (real +estate) of the municipality directly under the Central Government, city or county shall order +correction within a specified period; if an indi vidual fails to make corrections within the +specified period, a fine of not more than RMB1,0 00 shall be imposed; if an entity fails to make +corrections within the specified period, a fine of not less than RMB1,000 and not more than +RMB10,000 shall be imposed. +VI. REGULATION RELATING TO LABOR AND SOCIAL SECURITY +1. Labor Contract +The Labor Contract Law of the PRC (《中華人民共和國勞動合同法》), adopted on June 29, +2007 by the NPC Standing Committee and recently amended on December 28, 2012, stipulates +that this law applies to the establishment of l abor relationships, and the conclusion, +performance, modification, termination or expiration of labor contracts between employers +and employees within China. La bor contract employment is the basic form of employment for +enterprises, while labor dispatch employm ent is a supplementary form and may only be +implemented in temporary, auxiliary, or substit ute positions. The employer shall strictly +control the number of dispatched employees, wh ich shall not exceed a certain percentage of its +total workforce. The employer may also adopt a part-time employment model, where +employees work an average of no more than four hours every day and no more than 24 +hours every week in the same entity. +2. Social Insurance +The Social Insurance Law of the PRC (《中華人民共和國社會保險法》), adopted on October +28, 2010 by the NPC Standing Committee and recently amended on December 29, 2018, +requires that employers shall, within 30 days from the date of hiring, apply for social insurance +registration with the social insurance regist ration agency for their employees. If social +insurance registration is not comp leted, the social insurance registration agency shall determine +the social insurance premiums payable by the employer. If an employer fails to pay social +insurance contributions in full and on time, the so cial insurance collection authority may order +the employer to pay or make up the contributions within a specified period, and charge a daily +late payment of 0.05% of the outstanding amount from the date of default. If the employer still +fails to comply, the relevant administrative a uthority may impose a fine of not less than one +time and not more than three times the unpaid amount. +The Interpretation on Issues Concerning the Application of Law in the Trial of Labor +Dispute Cases (II) (《關於 +審理勞動爭議案件適用法律問題的解釋（二）》), issued by the Supreme +People’s Court and effective from September 1, 2025, explicitly clarifies that any agreement +between an employer and an empl oyee that stipulates or any commitment made by an employee +to the employer stating that social insurance p remiums need not be paid shall be invalid. Where +an employer fails to pay social insurance pre miums in accordance with the law, the employee +shall have the right to request the termination of the labor contract on this ground and demand +the employer to pay economic compensation. How ever, after the employer makes up the social +insurance premiums in accordance with the law, i t has the right to claim the return of the social +insurance premium compensation already paid to the employee. +REGULATORY OVERVIEW +–7 3– + + +--- page 83 --- +3. Housing Provident Fund +The Administration of Housing Provident Fund (《住房公積金管理條例》), issued on April 3, +1999 by the State Council and recently amended on March 24, 2019, require that when an +employer recruits an employee, it shall register with the housing provident fund administration +center and establish or transfer employees’ housing provident fund accounts within 30 days +from the employment date. If an employer fails to register for housing provident fund +contributions or fails to set up accounts for its employees, the housing provident fund +administration center may order it to complete suc h procedures within a specified period. If the +employer fails to comply within such specified period, a fine of not less than RMB10,000 but +not more than RMB50,000 may be imposed. +VII. REGULATION RELATING TO OVERSEA S SECURITIES ISSUANCE AND LISTING +The Trial Administrative Measures of the Overseas Securities 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》), issued by the CSRC and effective from +March 31, 2023, require that a domestic enterprise in China making its initial public offering or +listing overseas shall file with the CSRC within thr ee working days after submitting the offering and +listing application documents overseas. +The Provisions on Strengthening C onfidentiality and Archives Administration of Overseas +Securities Offering and Listing by Domestic Enterprises (《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》), jointly issued by the CSRC and other departments and effective from +March 31, 2023, require that during the overseas issuance and listing activities of a domestic +enterprise, the domestic enterprise as well as securi ties companies and securities service institutions +providing related services, shall strictly comply with relevant laws and regulations of the People’s +Republic of China and the requirements of this regulation. They shall enhance their legal awareness +of keeping state secrets and strengthenin g archive management, establish and improve +confidentiality and archive management syst ems, implement necessary measures to fulfill +confidentiality and archive man agement responsibilities, and mus t not disclose state secrets or +work secrets of state agencies, nor harm national or public interests. Domestic enterprises that +provide or publicly disclose documents or informati on involving state secrets or work secrets of state +agencies to relevant securities companies, secur ities service institutions, overseas regulatory +authorities or other entities and individuals, w hether directly or through their overseas listed +entities, shall obtain approval from competent authorities with approval authority in accordance +with the law and file with the administrative dep artment for confidentiality at the same level. +VIII. REGULATION RELATING TO CYBERSECU RITY, DATA SECURITY AND PERSONAL +INFORMATION PROTECTION +The Cybersecurity Law of the People’s Republic of China (《中華人民共和國網絡安全法》), +adopted on June 1, 2017 by the NPC Standing Committee and recently amended on October 28, +2025, stipulates that the construction, operatio n, and provision of services via networks within +China shall comply with the requirements of law s, administrative regulations, and mandatory +national standards. Any individual or organizatio n using the network shall abide by the Constitution +and laws, uphold public order, and respect social morality. They must not end anger cybersecurity, +nor use the network to engage in activities that endanger national security, honor and interests, +incite the subversion of state power or overthrow the socialist system, incite secession or undermine +national unity, promote terrorism or extre mism, promote ethnic hatred or discrimination, +disseminate violence, obscenity or pornography, f abricate and disseminate false information that +disrupts economic and social order, or infringe upon the reputation, privacy, intellectual property +rights, or other lawful rights and interests of others. +REGULATORY OVERVIEW +–7 4– + + +--- page 84 --- +The Data Security Law of the PRC (《中華人民共和國數據安全法》), adopted by the NPC +Standing Committee and effective from September 1, 2021, explicitly stipulates that data processing +activities carried out within China shall comply with Chinese laws and regulations. For data +processing activities carried out outside China that harm the national security, public interests, or +the lawful rights and interests of citizens or organ izations of China, legal liability shall be pursued in +accordance with the law. +The Personal Information Protection Law of the PRC (《中華人民共和國個人信息保護法》), +adopted by the NPC Standing Committee and effect ive from November 1, 2021, stipulates that the +processing of personal information includes the collection, storage, use, processing, transmission, +provision, disclosure, deletion, etc. of personal information. No organization or individual may +illegally collect, use, process, or transmit the perso nal information of others, nor illegally buy, sell, +provide, or disclose the personal information of others. No organization or individual may engage in +personal information processing activities that endanger national security or public interests. +The Measures for Cybersecurity Review (《網絡安全審查辦法》), jointly issued by the Cyberspace +Administration of China and relevant governmen t departments and effective from February 15, +2022, require that where an operator of critical i nformation infrastructure purchases network +products and services that affect or may affect national security, it shall declare a cybersecurity +review to the Cybersecurity Review Office. A net work platform operator that possesses personal +information of more than one million users must decl are a cybersecurity review to the Cybersecurity +Review Office if it seeks to be listed abroad. +IX. REGULATION RELATING TO TAXATION +The Enterprise Income Tax Law of the PRC (《中華人民共和國企業所得稅法》), adopted on +March 16, 2007 by the NPC and recently amended on December 29, 2018 by the NPC Standing +Committee, 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》), issued on December 6, 2007 by the State Council and +recently amended on December 6, 2024, stipulate that enterprises within China are divided into +resident enterprises and non-resident enterprises. A resident enterprise shall pay enterprise income +tax on its income derived from both within and outside China at a tax rate of 25%. +The Circular on the Scope of Primary Processing of Agricultural Products Eligible for Enterprise +Income Tax Preferential Policies (Trial) (《關於享受企業所得稅優惠政策的農產品初加工範圍（試行） +的通知》) jointly issued by the MOF and the SAT on November 20, 2008, and the Supplementary +Circular on the Relevant Scope of Primary Processing of Agricultural Products Eligible for Enterprise +Income Tax Preferential Policies (《關於享受企業所得稅優惠的農產品初加工有關範圍的補充通知》) +issued on May 11, 2011, clarify that income derived from the primary processing of agricultural +products within the specified scope is exempt from enterprise income tax. +The Value-Added Tax Law of the PRC (《中華人民共和 +國增值稅法》), adopted on December 25, +2024 by the NPC Standing Committee and effective from January 1, 2026, stipulates that entities and +individuals that sell goods, services, intangible assets, or immovable property within China, as well +as those that import goods, are taxpayers of value-added tax (VAT) and shall pay VAT in +accordance with the law. The tax rate for taxpaye rs selling goods or importing goods is generally +13%. The tax rate for taxpayers selling or importi ng agricultural products is 9%. The tax rate for +taxpayers selling services or intangible assets is generally 6%. The tax ra te for taxpayers exporting +goods is zero, unless otherwise stipulated by the St ate Council. The tax rate for cross-border sales by +domestic entities and individuals of services and i ntangible assets within the scope stipulated by the +State Council is zero. The collection rate for VAT calculated and paid using the simplified +assessment method is 3%. +REGULATORY OVERVIEW +–7 5– + + +--- page 85 --- +OVERVIEW +We are a fruit snack company focusing on the plum-based products. Our history dates back to +when our founder Mr. Yang founded Anhui Liuliu in 1999 and explored business opportunities in +the snack-food industry. Our ‘‘ 溜溜 LIUM’’ trademark was recognized as a ‘‘Renowned Chinese +Trademark’’ since 2015. Guided by our plum-centri c product development strategy, we have built a +diverse portfolio of plum-based products including dried plum snacks, prune-based products and +plum jelly, as well as other plum-based products, such as plum gummy and plum tea concentrate. In +2024, we ranked first in China’s fruit snacks industry in terms of the retail sales value, with a market +share of 4.9%. +KEY MILESTONES +The following table summarises the ke y development milestones of our Group: +Year Milestones +1999 . Anhui Liuliu was established in Wuhu City, Anhui Province. +2000 . We built the Wuhu Plant in Wuhu City, Anhui Province. +2001 . We registered the ‘‘ 溜溜LIUM’’ trademark and launched our iconic +brand. +2009 . Our Company was founded and we built the Anhui Plant. +. We also established presence in Fujian Province, a green plum +production area in southern China, and built the Zhangpu Plant. +2010 . We continued to expand the Fujian production base and built the +Zhaoan plant. +2013 . We introduced well-known celebrity as product ambassador to enhance +our brand and product awareness. +2014 . We were recognized as the Natio nal Key Leading Enterprise in +Agricultural Industrialization* ( 農業產業化國家重點龍頭企業). +2015 . Our ‘‘溜溜LIUM’’ trademark was recognized as a ‘‘Renowned Chinese +Trademark’’* (中國馳名商標). +. We started introducing strategic institutional investors to optimize the +Company’s capital structure. +2016 . We established Liuliu Research Inst itute and Zhongnongan Testing to +enhance product research and devel opment and testing capabilities. +. We hosted the Plum Industry Development Conference* ( 梅產業發展大 +會) at the China National Convention Center in Beijing. +2019 . We launched the plum jelly products. +. We were recognized as a National Green Factory* ( 國家綠色工廠 +). +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–7 6– + + +--- page 86 --- +Year Milestones +2021 . We expanded into Guangxi Zhuang Autonomous Region, a green plum +producing area in southwestern China, and built the Guangxi plant. +. We participated in the drafting of the national standard ‘‘General Rules +for Preserved Fruit Quality’’* ( 《蜜餞質量通則》) and the industry +standard ‘‘Technical Conditions for Plums (Types)’’* ( 話梅（類）技術條 +件》). +. ‘‘Liuliu Mei No. 1’’ was granted the new plant variety right certificate. +2022 . We expanded the Anhui production base and built the plum jelly plant. +. Our ‘‘Liuliu Mei No. 2’’ was granted the new plant variety right +certificate. +2023 . We launched the zero-additive pitted prune products. +2024 . We partnered with well-known membership chain store to launch +customized premium plum product. +2025 . We launched electrolyte-infused slushy jelly, pioneering a new plum +jelly product series. +. We introduced ‘‘Fiber Life’’ as a dedicated brand for our prune-based +products. +2026 . We were awarded the 2025 ‘‘China Consumer Premium Brands’’ by the +Ministry of Industry and Information Technology of the PRC. +OUR PRINCIPAL OPERATING SUBSIDIARIES +As of the Latest Practicable Date, we had nine principal operating subsidiaries in the PRC +which were material to our performance during the Track Record Period. The following table sets +out the details of such subsidiaries: +No. Name of subsidiary +Place of +establishment +Date of +establishment +Registered +capital as of +the Latest +Practicable +Date +Equity +holding of +our Company +Principal business +activities +RMB’000 +1. Anhui Liuliu PRC April 18, 1999 5,000 100% Manufacture of food +2. Fujian Liuliu PRC May 25, 2009 15,000 100% Processing of agricultural +products +3. Zhaoan Liuliu PRC September 27, +2010 +22,000 100% Processing of agricultural +products +4. Fujian LIUM PRC December 17, +2014 +10,000 100% Procurement and +preliminary processing +of agricultural +products +5. Anhui LIUM PRC March 11, 2015 10,000 100% Procurement and +preliminary processing +of agricultural +products +6. Liuliu Research +Institute +PRC November 28, +2016 +10,000 100% Research and +d e v e l o p m e n to fn e w +products +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–7 7– + + +--- page 87 --- +No. Name of subsidiary +Place of +establishment +Date of +establishment +Registered +capital as of +the Latest +Practicable +Date +Equity +holding of +our Company +Principal business +activities +RMB’000 +7. Liuliu Sales PRC July 2, 2018 10,000 100% Sale of food +8. Liuliu New Retail PRC August 23, 2018 10,000 100% Sale of food +9. Plum Jelly Tech PRC February 24, +2022 +50,000 100% Manufacture of food +MAJOR ACQUISITIONS, DISPOSALS AND MERGERS +During the Track Record Period and up to the Latest Practicable Date, we had not conducted +any major acquisitions, disposals or mergers that we consider to be material to us. +CORPORATE DEVELOPMENT +Our Company underwent the following several rounds of change in registered capital and +equity transfers. +Establishment of our Company +The following table sets forth the equity ow nership structure of our Company upon its +establishment in September 2009 : +Name of shareholder +Amount of +registered +capital +subscribed +Percentage +ownership +(RMB) (%) +Mr. Yang 9,000,000 90.00 +Ms. Li 1,000,000 10.00 +Total 10,000,000 100.00 +Increase in the Share Capital in April 2010 +In April 2010, the registered capital of our Company was increased from RMB10,000,000 to +RMB30,000,000. The following table sets forth the equity ownership structure of our Company upon +the completion of the increase in share capital: +Name of shareholder +Amount of +registered +capital +subscribed +Percentage +ownership +(RMB) (%) +Mr. Yang 27,000,000 90.00 +Ms. Li 3,000,000 10.00 +Total 30,000,000 100.00 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–7 8– + + +--- page 88 --- +Increase in the Share Capital in February 2012 +In February 2012, the registered capital of our Company was increased from RMB30,000,000 +to RMB60,000,000. The following table sets forth the equity ownership structure of our Company +upon the completion of the increase in share capital: +Name of shareholder +Amount of +registered +capital +subscribed +Percentage +ownership +(RMB) (%) +Mr. Yang 54,000,000 90.00 +Ms. Li 6,000,000 10.00 +Total 60,000,000 100.00 +Equity Transfer in January 2015 +In January 2015, Mr. Yang and Ms. Li transferred approximately 45.90% and 5.10% equity +interests in our Company, representing a registered capital of RMB27,540,000 and RMB3,060,000, +to Jurun Investment at assessed value of RMB47,290,402.80 and RMB5,254,489.20, respectively. +Jurun Investment was owned as to 90% by Mr. Yang and 10% by Ms. Li. +The following table sets forth the equity o wnership structure of our Company upon the +completion of the equity transfer: +Name of shareholder +Amount of +registered +capital +subscribed +Percentage +ownership +(RMB) (%) +Jurun Investment 30,600,000 51.00 +Mr. Yang 26,460,000 44.10 +Ms. Li 2,940,000 4.90 +Total 60,000,000 100.00 +Equity Transfer in June 2015 +In June 2015, Jurun Investment transferred approximately 4.00% equity interests in our +Company, representing a registered capital of RM B2,400,000, to Kailai Star for employee incentive +purpose at a consideration of RMB7,200,000, an d approximately 6.00% equity interests in our +Company, representing a registered capital of RMB3,600,000, to Kaixuan Star as a shareholding +platform for Mr. Yang and his family at a considera tion of RMB10,800,000, respectively. For details +of Kailai Star, please refer to ‘‘Pre-IPO Shar e Incentive Plan’’ in this section below. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–7 9– + + +--- page 89 --- +The following table sets forth the equity o wnership structure of our Company upon the +completion of the equity transfers: +Name of shareholder +Amount of +registered +capital +subscribed +Percentage +ownership +(RMB) (%) +Mr. Yang 26,460,000 44.10 +Jurun Investment 24,600,000 41.00 +Kaixuan Star 3,600,000 6.00 +Ms. Li 2,940,000 4.90 +Kailai Star 2,400,000 4.00 +Total 60,000,000 100.00 +Series A Financing in July 2015 +On June 25, 2015, our Company, our then Shar eholders and Beijing Sequoia entered into a +capital increase agreement, pursuant to which Beijin g Sequoia subscribed for a registered capital of +RMB10,588,235 (i.e. Series A Shares) at a consideration of RMB135,000,000. The registration of +capital increase was completed on July 13, 2015. The consideration was fully settled on June 30, +2015. +The following table sets forth the equity o wnership structure of our Company upon the +completion of the Series A Financing: +Name of shareholder +Amount of +Registered +Share Capital +Subscribed +Percentage +ownership +(RMB) (%) +Mr. Yang 26,460,000 37.49 +Jurun Investment 24,600,000 34.85 +Beijing Sequoia 10,588,235 15.00 +Kaixuan Star 3,600,000 5.10 +Ms. Li 2,940,000 4.17 +Kailai Star 2,400,000 3.40 +Total 70,588,235 100.00 +Conversion into a Joint Stock Limited Company in April 2016 +On April 21, 2016, our Company was converted from a limited liability company into a joint +stock limited company. Upon completion of the con version, the registered capital of our Company +became RMB70,588,235 divided into 70,588,235 Shares with a nominal value of RMB1.00 each, +w h i c hw e r es u b s c r i b e db ya l lt h et h e nS h a r e h o l d e r sin proportion to their respective equity interests +in our Company before the conversion. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 0– + + +--- page 90 --- +Immediately after the conversion into a joint stock company, our Company is held by the +following shareholders who acted as promoters for the purpose of the stock conversion of our +Company. The information of our p romoters is set forth as follows: +Name of shareholder +Number of +Shares +Shareholding +percentage +(%) +Mr. Yang 26,460,000 37.49 +Jurun Investment 24,600,000 34.85 +Beijing Sequoia 10,588,235 15.00 +Kaixuan Star 3,600,000 5.10 +Ms. Li 2,940,000 4.17 +Kailai Star 2,400,000 3.40 +Total 70,588,235 100.00 +Series B Financing in December 2016 +On October 25, 2016, Mr. Li Qing ( 李青) and our Company entered into a capital increase +agreement pursuant to which Mr. Li Qing subscri bed for 3,715,170 Shares (i.e. Series B Shares), +representing approximately 5.00% of the shareholding of our Company, at a consideration of +RMB102,631,578.95. The consideration was fully settled on October 31, 2016. The registration of the +capital increase was completed on December 6, 2016. Mr. Li Qing is an experienced investor who was +acquainted with our Company through mutual business connection and an Independent Third Party. +The following table sets forth the equity o wnership structure of our Company upon the +completion of the Series B Financing: +Name of shareholder +Number of +Shares +Shareholding +percentage +(%) +Mr. Yang 26,460,000 35.61 +Jurun Investment 24,600,000 33.11 +Beijing Sequoia 10,588,235 14.25 +Mr. Li Qing 3,715,170 5.00 +Kaixuan Star 3,600,000 4.85 +Ms. Li 2,940,000 3.96 +Kailai Star 2,400,000 3.23 +Total 74,303,405 100.00 +Share Transfer in 2019 +On December 22, 2019, Mr. Li Qing and Shenzh en Junrong entered into a share transfer +agreement pursuant to which Mr. Li Qing trans ferred 3,715,170 Shares (i.e. Series B Shares), +representing 5.00% shareholding of our Company, to Shenzhen Junrong at a consideration of +RMB118,500,000. The consideration was fully settled on January 6, 2020. +Series C Financing in 2020 +On August 29, 2020, Nuoxiang Jinhong and Mr. Yang entered into a share transfer agreement +pursuant to which Mr. Yang transferred 891,641 Shar es (i.e. Series C1 Shares), representing 1.18% +shareholding of our Company, to Nuoxiang Jinhong at a consideration of RMB28,800,000. The +consideration was fully settled on October 19, 2020. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 1– + + +--- page 91 --- +On December 15, 2020, our Compan y and Nuoxiang Dongchen entered into a capital increase +agreement pursuant to which Nuoxiang Dongchen subscribed for 1,361,977 Shares (i.e. Series C2 +Shares), representing approximately 1.80% of the shareholding of our Company, at a consideration +of RMB43,991,857. The consideration was fully settled on December 29, 2020. The registration of +the capital increase was completed on September 8, 2021. +The following table sets forth the equity o wnership structure of our Company upon the +completion of the share transfer in 2019 and the Series C Financing: +Name of shareholder +Number of +Shares +Shareholding +percentage +(%) +Mr. Yang 25,568,359 33.79 +Jurun Investment 24,600,000 32.51 +Beijing Sequoia 10,588,235 13.99 +Shenzhen Junrong 3,715,170 4.91 +Kaixuan Star 3,600,000 4.76 +Ms. Li 2,940,000 3.89 +Kailai Star 2,400,000 3.17 +Nuoxiang Dongchen 1,361,977 1.80 +Nuoxiang Jinhong 891,641 1.18 +Total 75,665,382 100.00 +Capital Reduction in January 2025 +On June 25, 2024, our Company and Beijing Sequoia entered into a share purchase agreement +pursuant to which our Company agreed to repurch ase all Shares held by Beijing Sequoia by way of +capital reduction. On September 30, 2024, our then Shareholders resolved to reduce the registered +share capital of our Company by RMB10,588,235. T he registration of the capital reduction was +completed on January 23, 2025, upon which Be ijing Sequoia ceased to be our Shareholder. The +following table sets forth the equity ownership st ructure of our Company upon the completion of the +capital reduction: +Name of shareholder +Number of +Shares +Shareholding +percentage +(%) +Mr. Yang 25,568,359 39.29 +Jurun Investment 24,600,000 37.80 +Shenzhen Junrong 3,715,170 5.71 +Kaixuan Star 3,600,000 5.53 +Ms. Li 2,940,000 4.52 +Kailai Star 2,400,000 3.69 +Nuoxiang Dongchen 1,361,977 2.09 +Nuoxiang Jinhong 891,641 1.37 +Total 65,077,147 100.00 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 2– + + +--- page 92 --- +Series D Financing in February 2025 +On December 8, 2024, our Company, our then Shareholders, Huaan Fund and Xingnong Fund +entered into a capital increase agreement pursuant to which (i) Huaan Fund subscribed for 1,210,646 +Shares (i.e. Series D1 Shares), representing a pproximately 1.80% of the shareholding of our +Company, at a consideration of RMB40,000,000; and (ii) Xingnong Fund subscribed for 1,059,315 +Shares (i.e. Series D2 Shares), representing a pproximately 1.57% of the shareholding of our +Company at a consideration of RMB35,000,000. Th e respective consideration was fully settled by +Huaan Fund on December 26, 2024 and by Xingnong Fund on January 3, 2025. +The following table sets forth the equity o wnership structure of our Company upon the +completion of the Series D Financing: +Name of shareholder +Number of +Shares +Shareholding +percentage +(%) +Mr. Yang 25,568,359 37.97 +Jurun Investment 24,600,000 36.53 +Shenzhen Junrong 3,715,170 5.52 +Kaixuan Star 3,600,000 5.35 +Ms. Li 2,940,000 4.37 +Kailai Star 2,400,000 3.56 +Nuoxiang Dongchen 1,361,977 2.02 +Huaan Fund 1,210,646 1.80 +Xingnong Fund 1,059,315 1.57 +Nuoxiang Jinhong 891,641 1.32 +Total 67,347,108 100.00 +PREVIOUS APPLICATION FOR LISTING ON THE SHENZHEN STOCK EXCHANGE +Our Company submitted an application for listing of our Shares on the ChiNext Board of the +Shenzhen Stock Exchange on June 17, 2019 (the ‘‘ A-Share Listing Application ’’). At that time, in +response to the slowing pace of sales growth, we initiated a strategic upgrade of our brand, shifting +from general snack consumption to positioning green plum products as a mainstream food category. +The strategy aimed to differentiate green plums by highlighting their natural health benefits and to +open up broader market opportunities by appealing to everyday consumption scenarios, thereby +strengthening consume r purchase motivation. +Since 2013, we had promoted our products through celebrity endorsements, which initially +enhanced brand awareness. However, by 2017, sales growth began to slow. In 2019, we engaged a +branding consultancy with experience advising leading domestic consumer product brands, to +support a comprehensive brand repositioning. Ba sed on market research, we strengthened messaging +around the health value of green plums and launche d extensive nationwide marketing campaigns in +major cities, including Hefei, Chengdu, Zhengzh ou, Wuhan, Xi’an, Hangzhou and other cities. This +repositioning involved significant marketing a nd promotional expenditures. Moreover, we also +discontinued non-core dried fruit products, streamlined our distrib utor network, and focused on key +distributors aligned with our new strategic direction of green plum products. While these measures +enhanced brand focus and operational efficiency , they also led to a short-term decline in revenue +during the transition period. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 3– + + +--- page 93 --- +The strategic upgrade led to a temporary dec line in revenue and a significant increase in +marketing and promotional expenditure, therefore our net profit was expected to decrease +substantially and fail to meet the substantive financial requirements for an A-share listing +application. Accordingl y, following discussions with the then sponsor, we voluntarily withdrew the +A-Share Listing Application on December 8, 2019. As confirmed by the Directors, no response had +been prepared or submitted in respect of the comments raised by the CSRC regarding the A-Share +Listing Application. The application remained v alid and had not been returned or rejected by the +CSRC prior to our withdrawal. During the process of the A-Share Listing Application, save for the +reason as disclosed above, we did not encounter an y material difficulties or legal impediments which +led us to withdraw the A-Share Listing Application. +To the best of our Directors’ knowledge, our Dir ectors are not aware of any matters relating to +the A-Share Listing Application, including enquiries from the CSRC, that may pose a material +adverse implication on the Listing or would affect our Company’s suitability for listing on the Stock +Exchange, which should be brought to the attention of the Stock Exchange. As confirmed by our +Directors, there were no key outstanding comment s from the CSRC remained unresolved, and all +information that is relevant to the Listing and reas onably necessary for potential investors to form +an informed assessment of our Co mpany has been disclosed in this prospectus. There were no +disagreements between our Company and any of the professional parties involved in the A-Share +Listing Application. Based on the due diligence work conducted by the Joint Sponsors, the Joint +Sponsors did not identify any material facts that would reasonably cause them to cast doubt on the +view of the Directors mentioned above. +PRE-IPO INVESTMENTS +Our Company engaged in four rounds of Pre-IPO Investments from 2015 to 2025, details of +which are set out below: +Round of +Pre-IPO +Investment +Name of Pre-IPO +Investors +Date of +Agreement +Date of Settlement +of Consideration +Amount of +Registered +Capital +Subscribed +for Consideration +Cost Per +Share +Discount +to the Offer +Price +(4) +Shareholding +in the Company +upon Listing +assuming the +Over-allotment +Option is not +exercised +(RMB) (RMB) (RMB) +Series A Beijing Sequoia (1), (2) June 25, 2015 June 30, 2015 10,588,235 135,000,000 12.75 66.43% N/A +Series B Mr. Li Qing (1), (3) October 25, +2016 +October 31, 2016 3,715,170 102,631,579 27.63 27.27% N/A +Shenzhen Junrong January 6, 2020 January 6, 2020 3,715,170 118,500,000 31.90 16.02% 4.71% +Series C1 Nuoxiang Jinhong August 29, 2020 Octobe r 19, 2020 891,641 28,800,000 32.30 14.96% 1.13% +Series C2 Nuoxiang Dongchen December 15, +2020 +December 29, +2020 +1,361,977 43,991,857 32.30 14.96% 1.73% +Series D1 Huaan Fund December 8, +2024 +December 26, +2024 +1,210,646 40,000,000 33.04 13.01% 1.54% +Series D2 Xingnong Fund December 8, +2024 +January 3, 2025 1,059,315 35,000,000 33.04 13.01% 1.34% +Notes: +(1) As of the Latest Practica ble Date, such investors had ceased to be our Shareholders. +(2) Beijing Sequoia is a private equity fund establis hed in June 2012 and invested in our Company in June 2015. +Pursuant to the capital increase agre ement, Beijing Sequoia had the right t o request our Compa ny to repurchase +the Shares held by it if our Company had not submitted a listing application by June 2020. In view of its +continued confidence in our Company’s development prospects, Beijing Sequoia agreed to extend the repurchase +timeline to December 2023. However, as Beijing Sequoi a’s underlying fund is approaching the end of its term in +September 2025, Beijing Sequoia will no longer be able to further extend its investment in our Company. +Accordingly, as discussed with Beijin g Sequoia, our Company r epurchased all Shares held by Beijing Sequoia in +January 2025 pursuant to the aforesaid repurchase mechanism. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 4– + + +--- page 94 --- +(3) Mr. Li Qing is a private equity investor with a focus on the consumer and food-related sectors. He has invested in +a number of food companies, including Tianye Innovation Corporation* ( 田野創新股份有限公司) (NEEQ: +832023). Mr. Li became a Shareholder of our Company in 2016, having identified our Company as a leading +player in the green plum product segment, with plans to pu rsue an initial public offering that year. Following our +Company’s decision to withdraw listing application f rom the Shenzhen Stock Exchange in December 2019, Mr. +Li reassessed his investment in light of his typical investment strategy, which focused on companies actively +pursuing capital market listings. As a result, he sol d all of the equity interest in our Company to Shenzhen +Junrong in December 2019. +(4) Based on an Offer Price of H K $ 4 3 . 5 8p e rO f f e rS h a r e . +Basis of consideration +The consideration of each round of Pre-IPO Investments were determined based on arm’s +length negotiation with our respective Pre-IPO Investors and our Group and/or the then +Shareholders. Key factors considered included t he timing of the investments, our valuation at the +time the investment agreement was entered into, th e status of our business operations, financial +performance of our Group, and the prospect of our business. +In general, the valuations were assessed w ith reference to a price-to-earnings (‘‘ P/E’’) multiple +based on our Group’s net profits for the most recent financial year prior to each investment and +taking into account the Pre-IPO Investors’ then assessment of the Group’ s historical financial +performance and expectation on the Group’s future business prospects. The P/E multiples adopted +in these investments were broadly in line with P /E multiples of various snack or food companies +listed in Hong Kong or the PRC at the relevant time. The final consideration was negotiated either +between our Company and the Pre-IPO investors (in the case of equity subscriptions) or among the +relevant Shareholders (in the case of share transfers). +Use of Proceeds from the Pre-IPO Investments +As of the Latest Practicable Date, the net proc eeds from the Pre-IPO Investments (other than +the transfers of Shares between our Shareholders where our Group did not receive any proceed) has +been fully utilized for our general ope ration and business development. +Strategic benefits of the Pre-IPO Investments +Our Company was of the view that we could benefit from the insight for industry, the +knowledge and experience of the Pre-IPO Investors and the additional funds provided by them. We +obtained capital for development and expansion of our business. Moreover, their investments +showed their confidence in our Group’s operati ons and served as an endorsement of our Group’s +performance and prospects. +Lock-up Period +Pursuant to the applicable PRC laws, within th e 12 months following the Listing Date, all +existing Shareholders (including our Pre-IPO Investors) shall not dispose of any of the Shares held +by them. +Special Rights of Our Pre-IPO Investors +The Pre-IPO Investors were granted certain spec ial rights, including, without limitation, the +right to require redemption of the Sha res by the Company or Mr. Yang (the ‘‘ Redemption Rights ’’), +as well as information rights, the right to appoint Directors or Supervisors, rights of first refusal, +drag-along rights, pre-emptive rights, and mos t-favored-nation rights (collectively, the +‘‘Non-Redemption Special Rights ’’, and together with the Redemption Rights, the ‘‘ Special +Rights ’’). In respect of the Redemption Rights, (i) Shenzhen Junrong (holder of Series B Shares) +was entitled to request redemption from the Compa ny or shareholders including Mr. Yang, Ms. Li, +Jurun Investment, Kaixuan Star and Kailai Star (or their designed third party) if a qualified listing +had not been consummated by 30 December 2025; (ii) each of Nuoxiang Jinhong (holder of Series C1 +Shares) and Nuoxiang Dongchen (holder of Series C2 Shares) was entitled to request redemption +from the Company or Mr. Yang if a qualified listing had not been consummated by 30 June 2025; +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 5– + + +--- page 95 --- +and (iii) each of Huaan Fund (holder of Series D1 Sh ares) and Xingnong Fund (holder of Series D2 +Shares) was entitled to request redemption fro m the Company, Mr. Yang, or Ms. Li if a qualified +listing had not been consummated by 31 December 2025. +In June 2024, with respect to Series B Shares, Series C1 Shares and Series C2 Shares, the +Company, Mr. Yang and Ms. Li entered into a supplemental agreement (the ‘‘ 2024 Supplemental +Agreement ’’) with Shenzhen Junrong, Nuoxiang Jinhong and Nuoxiang Dongchen, pursuant to +which the Redemption Rights granted to the afores aid three investors and borne by the Company, as +well as the Non-Redemption Special Rights, were ir revocably terminated with effect from the date of +execution of the supplemental agreement. In March 2025, with respect to Series D1 Shares and Series +D2 Shares, a supplemental agreement (the ‘‘ 2025 Supplemental Agreement ’ ’ )w a se n t e r e di n t ow i t h +Huaan Fund and Xingnong Fund, pursuant to which the Redemption Rights granted to such two +investors and borne by the Company, as well as the Non-Redemption Special Rights, were +irrevocably terminated with effect from the day immediately prior to the first filing date of the +Company’s listing application. The Redempt ion Rights borne by the Company, as terminated +pursuant to the above supplemental agreements, shall not be reinstated under any circumstances. +However, (i) in respect of Shenzhen Junrong, Nuoxiang Jinhong and Nuoxiang Dongchen, +pursuant to the supplemental agreement entered in to in April 2026 amending the 2024 Supplemental +Agreement, in the event that our Company fails to achieve a listing on any domestic or overseas +stock exchange by 30 June 2026 (including cases where the Company withdraws the listing +application, the application is ter minated, rejected, not registered, or not approved by the competent +authorities, or where the application receives forma l listing approval but the listing and offering are +not ultimately completed), and (ii) in respect of Huaan Fund and Xingnong Fund, pursuant to the +2025 Supplemental Agreement, in the event that our Company fails to achieve a listing on any +domestic or overseas stock exchange (including the circumstances described above), the Redemption +Rights borne by Mr. Yang, Ms. Li, Jurun Invest ment, Kaixuan Star and Kailai Star (or their +designed third party) (as the case may be but excluding the Company), shall be reinstated. No +Special Rights will survive after the Listing. +As confirmed by our Directors, our Company is not a party to, and does not guarantee or bear +any obligation in respect of, the Redemption Rights borne solely by Mr. Yang, Ms. Li, Jurun +Investment, Kaixuan Star and Kailai Star or any third party designated by them. Our Company +further confirms that there are no side agreements or arrangements relating to such Redemption +Rights or other special rights. See Note 33 to the Acc ountants’ Report to this prospectus for further +details. +Information regarding our Pre-IPO Investors +Shenzhen Junrong +Shenzhen Junrong was established as a limited partnership on September 8, 2015 under the +PRC laws. As of the Latest Practicable Date, She nzhen Junrong was owned as to approximately (i) +84.03% by Ms. Fan Wenhua ( 樊文花), who is a limited partner; (ii) 3.05% by Mr. Xu Lianzheng ( 徐 +連政), who is our non-executive Director and a limit ed partner of Shenzhen Junrong; and (iii) +12.92% by three general partners, namely Sun Baoquan ( 孫寶全), Yao Rongjun ( 姚榮君)a n dX i e +Weishan ( 謝衛山), and one limited partner, namely Nan Liu ( 南流), with their respective interest in +Shenzhen Junrong ranging from 0.10% to 8.40% . To the best knowledge of our Directors, save as +Mr. Xu Lianzheng, each of the general partners a nd the limited partners of Shenzhen Junrong are +Independent Third Parties. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 6– + + +--- page 96 --- +Nuoxiang Jinhong and Nuoxiang Dongchen +Nuoxiang Jinhong was established as a limited partnership on May 25, 2020 under the PRC +laws. As of the Latest Practicable Date, Nuoxia ng Jinhong was owned as to approximately (i) +41.27% by Guiyang Zhongtian Ji achuang Investment Co., Ltd. ( 貴陽中天佳創投資有限公司) +(‘‘Guiyang Zhongtian ’’) as limited partner; (ii) 3.17% by its general partner Shanghai Nuoxiang +Wealth Asset Management Co., Ltd.* ( 上海諾享財富資產管理有限公司)( ‘ ‘Shanghai Nuoxiang ’’); and +(iii) 55.56% by other seven limited partners, namely Gong Shaoxiang ( 龔少祥), Luo Xiaogui ( 羅小 +桂), Li Yi ( 李意), Jiang Xiange ( 蔣香娥), Lin Xiaoqi ( 林驍騎), Zhang Quansheng ( 張全生), and Deng +Shailiang ( 鄧曬良), with their respective interest in N uoxiang Jinhong ranging from 3.17% to +15.87%. Guiyang Zhongtian is indirectly controlled by Zhongtian Financial Group Company +Limited* ( 中天金融集團股份有限公司), which was delisted from the Shenzhen Stock Exchange on +June 30, 2023 and is ultimately controlled by Mr. Luo Yuping ( 羅玉平). Shanghai Nuoxiang was +o w n e da st o( i )2 0 %b yM r .H uX i a n g(胡翔), who is our Supervisor; (ii) 40% by Mr. Hu Xiaozhao +(胡小舟), who is Mr. Hu Xiang’s father; and (iii) 40% by four other individuals, namely Yang Lin +(楊林), Luo Xiaogui ( 羅小桂), Gong Shaoxiang ( 龔少祥) ,a n dW uW e n h a i( 鄔文海). To the best +knowledge of our Directors, each of the general partner and the limited partners of Nuoxiang +Jinhong are Independent Third Parties. +Nuoxiang Dongchen was estab lished as a limited partnership on October 13, 2020 under the +PRC laws. As of the Latest Practicable Date, Nuoxiang Dongchen was owned as to (i) 38.26% by +Nanjing Hongzhuo Venture Capital P artnership (Limited Partnership) ( 南京弘卓創業投資合夥企業 +（有限合夥）)( ‘ ‘Nanjing Hongzhuo ’’) as limited partner; (ii) 2.12% by its general partner Shanghai +Nuoxiang; (iii) 18.91% by Yang zhou Hongchuang Equity Investment Partnership (Limited +Partnership) ( 揚州弘創股權投資合夥企業（有限合夥）)( ‘ ‘ Yangzhou Hongchuang ’’) as limited +partner; and (iv) 40.71% by four other limited partners, namely Luo Xiaogui ( 羅小桂), Yang Ling +(楊林), Chen Cheng ( 陳程), and Hunan Lianzhen Supply Chain Co., Ltd.* ( 湖南聯振供應鏈有限公 +司)( ‘ ‘Hunan Lianzhen ’’) with their respective interest in Nu oxiang Dongchen ranging from 6.35% to +13.19%. Nanjing Hongzhuo and Yangzhou Hongchuang share the same general partner, Shanghai +Hongzhang Investment Management Co., Ltd. ( 上海弘章投 +資管理有限公司), which is owned 99% +by Weng Yinuo ( 翁怡諾) and 1% by Miao Lihua ( 繆麗華). Hunan Lianzhen, which owned 6.35% +partnership interest in Nuoxiang Dong chen, was owned as to 64% by Zhang Xia ( 張霞)a n d3 6 %b y +Chen Qi ( 陳琦). To the best knowledge of our Directors, each of the general partner and the limited +partners of Nuoxiang Dongchen are Independent Third Parties. +Huaan Fund +Huaan Fund was established as a limited partne rship on July 29, 2023 under the PRC laws. As +of the Latest Practicable Date, Huaan Fund was owned as to (i) 25% by Wuhu Fanchang Chungu +Industrial Investment Fund Co.* ( 蕪湖市繁昌春穀產業投資基金有限公司)( ‘ ‘Fanchang Chungu ’’) as +limited partner, which is ultimately owned by Wuh u Fanchang District Finance Bureau (Wuhu +Fanchang District Government State-owned Asse ts Supervision and Administration Commission)* +(蕪湖市繁昌區財政局（蕪湖市繁昌區政府國有資產監督管理委員會）)( ‘ ‘ Wuhu Fanchang District +Finance Bureau ’’); (ii) 25% by Anhui Carbon Neutral Fund Co.* ( 安徽省碳中和基金有限公司 +)a s +limited partner, which is ultimately owned b y the State-owned Assets Supervision and +Administration Commission of Anhui Provincial People’s Government* ( 安徽省人民政府國有資產 +監督管理委員會); (iii) 20% by Wuhu Industrial Investment Fund Co.* ( 蕪湖產業投資基金有限公司) +as limited partner, which is ultimately controlle d by the State-owned Assets Supervision and +Administration Commission of Wuhu Municipal People’s Government* ( 蕪湖市人民政府國有資產監 +督管理委員會); (iv) 20% by Huaan Jiaye Investment Management Co.* ( 華安嘉業投資管理有限公司) +(‘‘Huaan Jiaye ’’) as general partner; and (v) 10% by Anhui Jingrui Advanced Manufacturing +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 7– + + +--- page 97 --- +Industry Investment Fund Partnership (Limited Partnership)* ( 安徽晶瑞先進製造產業投資基金合夥 +企業（有限合夥）)( ‘ ‘Anhui Jingrui ’’) as limited partner. Huaan Jiaye is wholly-owned by Huaan +Securities Co., Ltd.* ( 華安證券股份有限公司), which is a company listed on Shanghai Stock +Exchange (stock code: 600909). Anhui Jingrui wa s owned as to 50% by Wuhu Yinhu Industrial Co., +Ltd.* ( 蕪湖銀湖實業有限公司) as general partner, which is ultimately owned by Wuhu Economic and +Technological Development Zone Management Committee* ( 蕪湖經濟技術開發區管理委員會), and +three limited partners, namely Anhui Railway Development Fund Co., Ltd.* ( 安徽省鐵路發展基金股 +份有限公司), Wuhu Chery Technology Co., Ltd.* ( 蕪湖奇瑞科技有限公司), and Wuhu Zhong’an +Jingrui Advanced Manufacturing Industry Investment Management Partnership (Limited +Partnership)* ( 蕪湖中安晶睿先進製造產業投資管理合夥企業（有限合夥）) with their respective +interest in Anhui Jingrui ranging from 1.00% to 29.7%. To the best knowledge of our Directors, +each of Huaan Fund, Huaan Jiaye, Anhui Jingrui and the other two limited partners are +Independent Third Parties. +Xingnong Fund +Xingnong Fund was established as a compan y with limited liability on December 21, 2021 +under the PRC laws. As of the Latest Practicable Date, Xingnong Fund was indirectly wholly-owned +by Wuhu Fanchang District Finance Bureau. To the best knowledge of our Directors, Xingnong +Fund and its ultimate beneficial owner are Independent Third Parties. +PRC Legal Advisor’s Confirmation +As advised by our PRC Legal Advisor, our Compan y has obtained all necessary approvals from +competent authorities or made all necessary regist ration or filings with the relevant local branch of +the State Administration for Market Regulation ( 國家市場監督管理總局) in respect of the Pre-IPO +Investments in material aspects set out above. +Compliance with Pre-IPO Investment Guidance +The Joint Sponsors confirm that the Pre-IPO Investments are in compliance with Chapter 4.2 +of the Guide for New Listing Applicants published by the Stock Exchange, on the basis that (i) the +consideration for the Pre-IPO Investments was se ttled more than 28 clear days before the first filing +of the listing application by our Company with t he Stock Exchange, and (ii) no special rights will +survive the Listing. +PUBLIC FLOAT +Out of the 67,347,108 H Shares to be converted from Domestic Shares and listed on the Stock +Exchange following the Global Offering: +(i) 8,238,749 H Shares, representing approximately 10.45% of the total issued share capital +of our Company immediately after the Global O ffering (assuming that the Over-allotment +Option is not exercised), which will be held by Shenzhen Junrong, Nuoxiang Dongchen, +Nuoxiang Jinhong, Huaan Fund and Xingnong Fund, will be counted towards the public +float; and +(ii) 59,108,359 H Shares, representing approximately 75.00% of the total issued share capital +of our Company immediately after the Global O ffering (assuming that the Over-allotment +Option is not exercised), which will be held by Mr. Yang, Ms. Li, Jurun Investment, +Kaixuan Star and Kailai Star, who/which are core connected persons of our Company, +will not be counted towards the public float. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 8– + + +--- page 98 --- +Based on an Offer Price of HK$43.58 per Offer Sha re, immediately following the conversion of +the Domestic Shares into H Shares and completion of the Global Offering, and assuming the +Over-allotment Option is not exercised, the expec ted market capitalization of the H Shares at the +time of Listing will be approximately HK$3.44 billio n. To the best knowledge of our Directors, save +as disclosed above, upon completion of the Global Offering and Conversion of the Domestic Shares +into H Shares, 19,702,849 H Shares held or contr olled by our Shareholders who are not our core +connected persons, representing approximately 25.00% of the total issued H Shares will be counted +towards the public float. Therefore, the Company will be able to meet the public float requirement +under Rule 19A.13A of the Listing Rules. +FREE FLOAT +Based on an Offer Price of HK$43.58 per Offer Share, it is expected that 8,077,000 H Shares +will not be subject to any disposal re strictions (whether under contrac t, the Listing Rules, applicable +laws or otherwise), representing approximately 10.25% of our total issued share capital upon Listing +(assuming that the Over-allotment Option is n ot exercised) and a market capitalization of +approximately HK$352.0 million. Therefore, our Com pany will be able to satisfy the free float +requirement under Rule 19A.13C(1)(a) of the Listing Rules. +PRE-IPO SHARE INCENTIVE PLAN +In recognition of the contributions of our empl oyees and to incentivize them to further promote +our development, Kailai Star, Liuliu Star, L iuliu LIUM, Liuliu Orchard and Liuliu Ren were +established as our employee shareholding platforms in the PRC. As of the Latest Practicable Date, +Kailai Star held approximately 3.56% sharehold ing in our Company. Kailai Star was held as to +approximately 1.00% by Mr. Yang as general pa rtner, and other limited partners including +approximately 44.83% by 35 employees (which includes our executive Directors, namely, Mr. Mei +Huixiang, Mr. Ning Pengfei and Ms. Hu Yan, and o ur Supervisor, namely, Ms. Zhang Wenxia), +approximately 41.67% by Liuliu Star and approx imately 12.50% by Liuliu LIUM. Liuliu Star was +held as to approximately 14.90% by Mr. Yang as general partner, and other limited partners +including approximately 34. 10% by 31 employees, approximately 36.00% by Liuliu Orchard and +approximately 15.00% by Liuliu Ren. Liuliu LIUM was held as to approximately 24.67% by Mr. +Yang as general partner and approximately 75. 33% by 37 employees as limited partners. Liuliu +Orchard was held as to approximately 23.33% by Mr. Yang as general partner and approximately +76.67% by 42 employees as limited partners. Liuliu Ren was held as to approximately 12.67% by Mr. +Yang as general partner and approximately 87. 33% by 49 employees as limited partners. Each of +Kailai Star, Liuliu Star, Liuliu LIUM, Liuliu Orch a r da n dL i u l i uR e ni sa nP r e - I P OS h a r eI n c e n t i v e +Platform of our Company. Pursuant to the partnership agreements of Kailai Star, Liuliu Star, Liuliu +LIUM, Liuliu Orchard and Liuliu Ren, Mr. Yang, being the general partner, can independently +exercise the direct or indirect voting rights attached to the Shares owned by each of Kailai Star, +Liuliu Star, Liuliu LIUM, Liuliu Orchard and Liuliu Ren. +A l la w a r d sg r a n t e dh a db e e nv e s t e da n da l lp a r t nership interests in Kailai Star, Liuliu Star, +Liuliu LIUM, Liuliu Orchard and Liuliu Ren hav e been subscribed by and fully paid up by the +grantees, and the relevant registration had been co mpleted. As of the Latest Practicable Date, there +were no outstanding options or awards under the Pre-IPO Share Incentive Plan, and no such options +or awards will be outstanding upon Listing. The Pre-IPO Share Incentive Plan will not cause any +dilution of the shareholding of our Shareholders after the Listing. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–8 9– + + +--- page 99 --- +Set out below the details of the partnership interests in the Pre-IPO Share Incentive Platforms +and/ or list of the grantees under the Pre-IPO Share Incentive Plan that are granted with the awards: +Percentage of Capital Contribution in Pre-IPO Share Incentive Platforms +As of the Latest Practicable +Date and Immediately Prior +to the Global Offering +Name of grantee Kailai Star Liuliu Star Liuliu LIUM +Liuliu +Orchard Liuliu Ren +Approximate +number of +Shares +corresponding +to the awards +held by the +grantee (Note) +Approximate +shareholding +percentage +corresponding +to the awards +held by the +grantee in the +total number +of Shares in +issue +Directors +Mr. Yang 1.00% 14.90% 24.67% 23.33% 12.67% 350,000 0.52% +Mr. Mei Huixiang 8.33% – – – – 199,998 0.30% +Mr. Ning Pengfei 6.25% – – – – 150,000 0.22% +Ms. Hu Yan 2.08% – – – – 49,998 0.07% +Supervisors of the Company +Ms. Zhang Wenxia 1.25% – – – – 30,000 0.04% +Senior management of the Company (other than the Directors) +Mr. Zhang Shuai – 10.00% – – – 100,000 0.15% +Other grantees being employees +of our Group 25.88% 18.50% 75.33% 76.67% 87.33% 1,520,004 2.25% +Note: For illustrating the indirect inter ests of grantee in our Company, the number of Shares are presented and +calculated by multiplying their resp ective percentage of limited partnersh ip interests by the total number of +Shares held by the Pre-IPO Share Incentive Platforms. +See ‘‘Appendix VI — Statutory and General Information — D. Pre-IPO Share Incentive Plan’’ +for further details of the principal term s of the Pre-IPO Share Incentive Plan. +As of the date of this prospectus, there was no share or loan capital of our Company is under +option or is agreed conditionally or unconditionally to be put under option. +RELATED PARTY TRANSACTIONS +For details about our related par ty transactions during the Track R ecord Period, see ‘‘Financial +Information — Material Related Party Transact ions’’ and Note 33 to the Accountants’ Report in +Appendix I to this prospectus. We enter into transa ctions with our related parties from time to time. +Our Directors are of the view that each of the related party transactions set out in Note 33 to the +Accountants’ Report in Appendix I to this prospectus was conducted in the ordinary course of +business on an arm’s length basis and on normal commercial terms between the relevant parties. Our +Directors are also of the view that our related par ty transactions during the Track Record Period +would not distort our track record results or cause o ur historical results to become non-reflective of +our future performance. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–9 0– + + +--- page 100 --- +CORPORATE STRUCTURE +The following chart sets forth ou r corporate structure immediately prior to the Global Offering: +100% 100% 100% 100% 100% 100% 100% +100% +100% 100% 100% 100% 100% 100% 100% +Our Company +Zhongnongan +Testing +37.97% 36.53% 5.52% 5.35% 4.37% 3.56% 2.02% 1.80% 1.57% 1.32% +Nuoxiang Dongchen Huaan Fund Xingnong Fund Nuoxiang JinhongMr. Yang(1) Jurun Investment(1)(2) Shenzhen Junrong Kaixuan Star(1)(3) Ms. Li(1)(4) Kailai Star(1)(5) +Liuliu +Research Institute Anhui Green Plum +Liuliu Sales +Liuliu New Retail Guangxi Liuliu Guangxi LIUM Plum Jelly Tech Anhui PlumAnhui Liuliu Zhaoan LiuliuFujian Liuliu Fujian LIUM Anhui LIUM Fujian Green Plum +100% +Zhangzhou Nida +Notes: +1. Mr. Yang is deemed to be interested in the Shares held by Ms. Li, who is Mr. Yan g’s spouse, Jurun Investment, Kaixuan Star and Kailai Star. See ‘‘Substa ntial +Shareholders’’. +2. As of the Latest Practicable Date, Jurun Investment was held as to 90% and 10% by Mr. Yang and Ms. Li, respectively. +3. Kaixuan Star is owned as to approximately 1.39% by Mr. Yang, approximatel y 5.56% by Ms. Li, approximately 84.72% in aggregate by Mr. Yang’s family me mbers +(with no individual family member holding 30% or more), and approximately 8 .33% by Independent Third Parties, and Mr. Yang was the general partner of K aixuan +Star. +4. Ms. Li is Mr. Yang’s spouse, and therefore is deemed to be intereste d in the Shares held by Mr. Yang. Se e ‘‘Substantial Shareholders’’. +5. Kailai Star is our Pre-IPO Share Incentive Platform controlled by the general partner, Mr. Yang, in accordance with the Pre-IPO Share Incentive Pla n. See ‘‘— Pre-IPO +Share Incentive Plan’’ for details. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–9 1– + + +--- page 101 --- +The following chart sets forth our corporate st ructure immediately after the completion of the Global Offering, without taking into account +any H Share which may be issued upon the exercise of the Over-allotment Option: +100% +Zhangzhou Nida +100% 100% 100% 100% 100% 100% 100% +100% +100% 100% 100% 100% 100% 100% 100% +Our Company +Zhongnongan +Testing +32.44% 31.21% 4.71% 4.57% 3.73% 3.05% 1.73% 1.54% 1.34% 1.13% +Nuoxiang +Dongchen(6) Huaan Fund(6) Xingnong Fund(6) Nuoxiang Jinhong(6) +14.55% +Other public +shareholders(6)(7)Mr. Yang(1) Jurun Investment(1)(2) Shenzhen Junrong(6) Kaixuan Star(1)(3) Ms. Li(1)(4) Kailai Star(1)(5) +Liuliu +Research Institute Anhui Green Plum +Liuliu Sales +Liuliu New Retail Guangxi Liuliu Guangxi LIUM Plum Jelly Tech Anhui PlumAnhui Liuliu Zhaoan LiuliuFujian Liuliu Fujian LIUM Anhui LIUM Fujian Green Plum +Notes: +1. Mr. Yang is deemed to be interested in the Shares held by Ms. Li, who is Mr. Yan g’s spouse, Jurun Investment, Kaixuan Star and Kailai Star. See ‘‘Substa ntial +Shareholders’’. +2. As of the Latest Practicable Date, Jurun Investment was held as to 90% and 10% by Mr. Yang and Ms. Li, respectively. +3. Kaixuan Star is owned as to approximately 1.39% by Mr. Yang, approximatel y 5.56% by Ms. Li, approximately 84.72% in aggregate by Mr. Yang’s family me mbers +(with no individual family member holding 30% or more), and approximately 8 .33% by Independent Third Parties, and Mr. Yang was the general partner of K aixuan +Star. +4. Ms. Li is Mr. Yang’s spouse, and therefore is deemed to be intereste d in the Shares held by Mr. Yang. Se e ‘‘Substantial Shareholders’’. +5. Kailai Star is our Pre-IPO Share Incentive Platform controlled by the general partner, Mr. Yang, in accordance with the Pre-IPO Share Incentive Pla n. See ‘‘— Pre-IPO +Share Incentive Plan’’ for details. +6. Such Shares will be counted towards the public float for the purpose of Rule 19A.13A of the Listing Rules upon the Listing. +7. Such Shares will be counted towards the free float for the pur p o s eo fR u l e1 9 A . 1 3 C ( 1 )o ft h eL isting Rules upon the Listing. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–9 2– + + +--- page 102 --- +WHO WE ARE +We are a fruit snack company focusing on the plum-based products. We also aspire to promote +plum culture and to introduce snacking options with natural ingredients. Guided by our +plum-centric product development strategy, we ha ve built a diverse plum-based products portfolio +ranging from classic products crafted with traditi onal techniques to products fused with complex +flavors. Since the launch of our iconic brand Liuliumei (‘‘ 溜溜梅’’) in 2001, we have been dedicated to +developing high-quality plum-based products and unlocking the culinary potential of sour flavors +within plums. +In 2024, we ranked first in China’s fruit snacks industry in terms of the retail sales value, with a +market share of 4.9%, according t o Frost & Sullivan. Since its launch in 2019, our plum jelly rapidly +captured consumer bases, leveraging its natural and refreshing taste. As a result, according to Frost +& Sullivan, in 2024, we ranked sixth in China’s j elly industry in terms of retail sales value, +representing a market share of 2.9%. +Our brand is synonymous with plum-based products, owing to our decades-long foothold in the +industry. Plum-based products, due to their di gestion-aiding components, organic acids and +antioxidant substances, align with the modern consumers’ pursuit of functional snack options. +Chinese consumers are increasingly prioritiz ing food safety and natural ingredients, while +demonstrating a stronger willingness to pay a premiu m for snacks made with natural ingredients, +generating market opportunities for plum-based products that are rich in vitamins, organic acids and +polyphenols. +Drawing on the Chinese phrase, ‘‘suan liu liu’’ (‘‘ 酸溜溜’’), which stands for mouthwatering +sourness, our Liuliumei brand can be instantly associated with the sour flavor sensation. We have +leveraged our decades-long industry expertise and deep market insights to establish the plum-centric +product development strategy, which explores diverse plum-based products and different +combinations of plum’s sour flavor and other ta ste profiles. Pursuing this strategy, we have +presented three major product categories: dried pl um snacks, prune-based products and plum jelly, +as well as other plum-based products, su ch as plum gummy and plum tea concentrate. +To ensure raw material quality control and strengthen our bargaining power with upstream +suppliers, we procure plums from all major sourci ng regions in China and provide technical guidance +to farmers on seedling and orchard management, while sourcing prunes directly from premium farms +in Chile and France for high-quality supplies at com petitive prices. We have established production +bases in Anhui, Fujian and Guangxi to maintain food safety and finished product quality by +minimising the time between harves t and preliminary processing. +Our multi-faceted sales network integrates o nline self-operated stores, supermarkets, +membership stores, snack stores and a distributorship network, encompassing both online and +offline scenarios. We have effectively capitalized on the growth opportunities brought by emerging +retail channels, such as snack stores and membership stores. By offering products in differentiated +packaging tailored to each channel’s target cust omer base, we effectively promote our product +portfolio. Leveraging our compre hensive distribution network, w e have successfully amplified our +shelf presence across cities of different tiers. We also operate online flagship stores and engage with +other online platforms, such as e-commerce and live commerce, to expand our market reach. +Drawing on our products and marketing campaigns, we have established our brand has enjoyed +nationwide popularity across consumers of different demographics. Committed to promoting the +plum culture, we have implemented culture-driv en marketing campaigns that highlight the rich +cultural and historical roots of plum-based produc ts. We also carefully select celebrities and KOLs +who seamlessly align with our brand image to appeal t oy o u n g e rc o n s u m e r sa n dt oe x t e n do u rb r a n d +influences. Our brand was honored as one of the Top Ten Innovative Brands in China’s Food +Industry in 2016. Meanwhile, our products have received multiple awards, with our plum jelly +products winning the Gold Award at the National Competition for Special Tourism Products in +2021 and the Superior Taste Award 1-Star Medal b y the International Taste Institute in 2023. +BUSINESS +–9 3– + + +--- page 103 --- +During the Track Record Period, we achieved strong growth. In 2023, 2024 and 2025, our total +revenue amounted to RMB1, 322.0 million, RMB1,616.0 million and RMB1,710.7 million, +respectively. We also effectively managed our co sts and enjoyed benefit from economies of scale, +recording net profit of RMB99.2 million, RMB 147.7 million and RMB182.1 m illion in 2023, 2024 +and 2025, respectively. +OUR STRENGTHS +Market leadership in fruit snacks industry. +We lead in China’s fruit snacks industry. Acco rding to Frost & Sullivan, in 2024, we ranked +first in China’s fruit snacks industry in terms of ret ail sales, with a market share of 4.9%. Meanwhile, +our plum jelly had rapidly gained widespread mark et acceptance. According to Frost & Sullivan, the +market size of fruit snacks industry by retai l sales value was RMB52.0 billion in 2024, and is +expected to reach RMB78.0 billion in 2029, at a CAGR of 8.6% from 2025. Through our market +leadership and diversified product offerings, we are well-positioned to seize emerging market +opportunities, extend our reach to new segments of snack industry. +Since the launch in 2001, our brand has become synonymous with plum-based products. Our +signature dried plum snacks that are crafted wit h traditional techniques, such as Snow Plum and +Refreshing Plum, enjoy enduring popularity and w idespread acceptance across various consumer +demographics. Dedicated to the spirit of innovation, we have also blended the taste of plums with +other distinct flavors, introducing dried plum snacks with complex flavors, such as our +pineapple-flavored plum and sour-spicy plum. +We are also actively exploring new raw material s to expand our fruit snacks portfolio. Finding +that prunes have distinctive ingredients such as anti-oxidants, improving metabolism besides their +well-balanced sweet and sour taste, we have focu sed on developing prune-based snacks in recent +years. We introduced our first prune-based produ ct in 2016, and established ‘‘Prune Knight’’ pitted +prune-based product in response to the rising demand for healthy and natural fruit snacks. +According to Frost & Sullivan, we ranked first in China’s prune-based fruit snacks industry for four +consecutive years from 2021 to 2024. +Our plum jelly represents a milestone in our product innovation s trategy, marking the +successful expansion into snacking option with natural ingredients for consumers pursuing +preservative-free, low-fat snacking options. Our pl um jelly effectively addresses longstanding pain +points of jelly industry regarding the use of artificial additives, redefining the consumer perception +of the jelly products. The popularity of our plum jelly products has been unequivocally validated by +the success of our marketing campaigns. According to Frost & Sullivan, in 2024, we were a major +player in China’s jelly industry in terms of retail s ales value, representing a market share of 2.9%. +Moreover, we led the formation of various indus try alliances such as National Plum Innovation +Alliance, integrating the industry resources wit hin the snack food industry to fully unlock the +culinary potential of plums. Additionally, we helped to formulate industry standards, such as +‘‘Provincial Standard for Plum Seedlings’’ and t he ‘‘Provincial Standard for Plum Cultivation,’’ +further solidifying our leading position in the industry. +Robust product development strategy and continuous R&D efforts. +We actively promote the development of plum-based products through various fundamental +R&D initiatives. In particular, we led the estab lishment of Liuliumei Research Institute and the +formation of the National Plum Innovation Allian ce, which facilitate the fundamental research on +the plum’s culinary and medicinal value and plum p lanting techniques. As of December 31, 2025, we +had obtained 42 invention and utility model patents that are material to our business. +We actively pursue the plum-centric product development strategy, a plum-centric product +development philosophy that blends the natural sour taste of plums with other flavors and versatile +product types. Our succes s in launching plum jelly illustrated our robust product R&D capabilities +BUSINESS +–9 4– + + +--- page 104 --- +of developing commercially successful plum-based products. Additionally, to expand into the +confectionery sector, we had also launched the plum gummy in 2025, which integrated natural plum +extracts to deliver refreshing tastes and reinvigor ating effects. Looking forward, in the condiment +sector, we plan to launch plum-based seasoning pr oducts, aiming to bring plum elements to Chinese +consumers’ daily lifestyles. +Comprehensive sales network and diversified marketing campaigns. +Our comprehensive and diversified channel net works that span from offline to online channels +are crucial to our extensive market expansion. We promptly seize the growth opportunities brought +by emerging retail channels, such as snack stores and membership stores, in recent years. For +instance, we offer customized products of differentia ted packaging to snack sto res, catering to their +target consumers’ consumption behaviors. By leve raging this sales expertise and their extensive +consumer bases, we have enhanced our products’ shelf presence, thereb y increasing brand and +product recognition among customers and gaining more direct access to target consumer bases with +ah i g hd e m a n df o rs n a c k s .W i t ht h er i s i n gp e rc apita income, membership stores have also +experienced rapid growth in Chin a, gathering loyal consumers who are willing to pay premium prices +for high-quality products. Through providing cust omized products for these membership stores, we +have fostered a close connection with them. Recog nizing the potential of e-commerce channels and +growing popularity of live comme rce among young consumers, we have built an online sales network +on major e-commerce and live co mmerce platforms, operating our flagship stores and hosting +large-scale live commerce events. +In addition to our online self-operated stores and sales to supermarkets, membership stores and +snack stores, our comprehensive distributi on network ensures our reach to a wide range of +customers. As of December 31, 2025, we had engaged 1,439 distributors, covering 34 provinces and +municipalities. +Our culture-driven marketing campaigns also drive our sales performance, promoting +plum-based products and appealing to customers of different demographics. Multimedia +marketing campaigns, coupled with various forms o f offline promotional activities, continuously +amplify our brand recognition. We also pay particular attention to interactive communication, +livestreaming the daily operations of the plum industry covering the seedling and processing, as well +as the value proposition and culture of our brand. Additionally, we strategically establish +partnerships with celebrities who may convey our energetic and youthful brand image to young +consumer. Through live events or product campaign s featuring our celebrity brand ambassadors, we +can quickly amplify our presence on mainstre am platforms and effectively promote our new +products to a broad consumer group. The events als o triggered a buzz on internet, generating over +one billion views and over one million discussion posts on social media platforms. +We actively promote the rich heritage of plum-based products. For example, we host annual +events like the ‘‘66 Plum Festival,’’ passing on the t raditional Chinese plum culture while appealing +to the cultural sensibilities of younger generation s. Coupled with our extensive marketing campaigns +on social media platforms, we have reached widespread popularity. +Integrated supply chain covering procurement to production management. +We have strategically established our production bases near key plum-growing regions across +Southwest, South and East China, significantly r educing the time from raw material procurement to +production. Additionally, we maintain robust, long-term partnerships with local plum farmers by +offering them advanced plan ting techniques, proprietary plum varieties and price stabilization +support by entering into cooperation arrangem ent contracts with them. We collaborated with +research centers, agricultural and farming organiz ations and local government authorities to publish +technical protocols for plum cultivation, which established best practices in the site selection, +orchard management, variety selection, plant ing, soil management, trimming, pest control and +harvesting. Additionally, beyond procurement ma nagement, we offered agronomic support for plum +farmers on cultivation techniques and orchard ma nagement to foster a long-term cooperative +BUSINESS +–9 5– + + +--- page 105 --- +relationships with plum farmers and farmers’ sp ecialized cooperatives. Specifically, we supply +proprietary plum varieties or high-quality plum var ieties procured from third parties to farmers at +favorable prices, encouraging plum farmers t o plant such varieties on required land and in +accordance with our technical protocols and requirements. We provide planting guidance, soil +improvement, and pest and disease control services free of charge. Furthermore, we collaborated +with academic and research institutions to develop proprietary plum varieties featuring enhanced +pest resistance and high yield. W e cultivated the seedlings in small batches on the land located in +Fanchang District of Wuhu City, and then sold these seedlings at favorable prices to local farmers or +farmers’ specialized cooperatives. We generally held no contractual or harvest rights over the +grown-up plum trees. Following our integrated supply chain strategy, we implement guaranteed +pricing mechanisms in certain regions by combining minimum purchase price with collaborative +price stabilization initiatives, providing local f armers with predictable returns for growing plums, +further promoting the plum farming and empoweri ng the broader plum growing ecosystem. Under +our collaborative price stabilization initiati ves, we agree to purchase all qualified plums at the +prevailing market price, protect ing collaborative plum farmers’ economic interests. Under the +guaranteed pricing mechanism, we agree, during ma rket downturns, to purchase all qualifying plums +that partner farmers are unable to sell, at a pre-agreed minimum price set out in the cooperation +agreements. The minimum price is set based on factors such as planting and harvesting costs, aiming +to cover plum farmers’ expenses and incentivizin g them to cultivate plums. These arrangements are +intended to provide downside support to partner farmers while empowering the entire industry +chain. We procure plums from all major plum-sourcing regions in China, securing a reliable supply +of high-grade plums at competitive prices while be ing resilient against price volatility and supply +disruptions from certain production areas. Simila rly, for our prune-based products, we directly +source prunes from various reputable farms to u phold quality while effectively controlling +procurement costs. Our close relationships with upstream suppliers, coupled with reliable +high-quality raw material sources, enable us to exercise end-to-end quality control, thereby +e n s u r i n gas t r o n gb a r g a i n i n gp o w e ra g a i n s tupstream suppliers while maintaining our cost +advantage. +Other than our control over raw materials, we have implemented a modern production system +incorporating advanced food processing equipment and production automation technologies, +enhancing production efficiency while guaranteeing product quality. In 2022, we launched our Plum +Jelly Plant to specialize in producing high-qualit y plum jelly products. We are Orihiro’s exclusive +strategic partner in China. As a part of our ten-year strategic partnership with Orihiro, we +introduced the advanced jelly produ ction line to preserve the freshn ess of our plum jelly products for +up to nine months without any preservatives or additives. We also adopted various advanced +technologies for other key production steps , such as preliminary proces sing and packaging. +Experienced management team with entrepreneurship and market insights. +Our founder, Mr. Yang, maintains entrepreneur ial passion, having dedicated himself to the +fruit snacks industry for more than two decades. Our management team shares unified values and +collaborates seamlessly, possessing an average o f 20 years of industry experience. In addition, +supported by a comprehensive talent manageme nt system, we have built a well-structured and +talented team capable of executing our s trategic objectives with precision. +As a flagship enterprise of the industry, we a lso actively assume social responsibilities to +expand our influences. In Southern Anhui, we encourage the plum cultivation, securing long-term +cooperation agreements with local farmers to facilit ate their farming practice while mitigate market +risks. We have also spearheaded the national ‘‘85 1 Project’’ for the industry, which encouraged +farmers to grow plums in major plum sourcing r egions in China by providing farmers with +comprehensive guidance on planting techniques and our proprietary high-quality plum varieties. +BUSINESS +–9 6– + + +--- page 106 --- +OUR GROWTH STRATEGIES +Enrich our product offerings and engage in fundamental R&D. +Through leading the formation of industrial alliances, such as National Plum Innovation +Alliance and establishing Liuliumei Research Ins titute, we work closely with top-tier academic +institutions, agricultural researc h organizations and industry-lead ing snack food enterprises. These +industrial alliances and research i nitiatives drive the technologica l advancements in the production +and processing capabilities, deve lop innovative and distinctive p roducts, and enhance the quality +and yield of plum varieties. +We focus our fundamental R&D on cultivating h igh-quality plum varieties and developing +efficient planting techniques to ensure stable supply of premium raw materials and promote efficient +farming practices. Leveraging insights from our R&D on the value of plums together with +advancements in food processing technologies, we w ill integrate complementary flavours into our +plum-based products and incorporate the distinc tive plum flavour into other categories, while +further diversifying our comprehensive portf olio by exploring new cu linary applications and +consumption scenarios to enhance competitiveness. +Enhance our brand recognition and solidify market leadership. +To enhance our brand recognition and strengthen customer loyalty, we plan to implement +tailored marketing strategies across various consu mption scenarios of plum- based products, develop +creative packaging for seasonal campaigns that highlight our products’ unique attributes, and pursue +strategic collaborations wit h cross-industry brands and KA customers for co-branding and +customised offerings to reach a broader consum er base. We will also deepen customer engagement +through diversified online and offline activities, fe stival campaigns, KOL and celebrity endorsements +to cultivate an appealing brand image across demographics, while leveraging social media, +e-commerce and live commerce platforms to prom o t ep l u mc u l t u r e ,c o l l e c tf e e d b a c k ,r e f i n e +product formulas and enhance customer stickiness and loyalty. +Expanding our sales network, increasing customer bases and exploring international markets. +To further penetrate our existing markets and extend our reach to new markets, we are +committed to optimizing and expanding our sales and distribution network. We plan to balance sales +across channels, reinforcing pa rtnerships with KA customers, incl uding supermarkets, membership +stores and national snack chains through customized and co-branded products with strategic +displays, and establish collabo rations with emerging channels such as snack stores, fruit shops, +restaurants and tea brands, while developing differentiated packaging and customized products for +lower-tier cities. We will also pursue international expansion by targeting markets with large Chinese +communities or similar dietary habits and offering a t ailored product portfolio with positioning and +packaging adapted to local cultures and consumer preferences. +Optimizing our production capacity and supply chain. +Our business growth depends on the optimization o f production capacity and effective supply +chain management. We plan to expand production cap acity by constructing new facilities, enhancing +existing efficiency through refined production pr ocesses and upgraded fac ilities and techniques, and +continuously investing in advanced equipment an d technology to elevate automation levels, while +strengthening supply chain manag ement by optimizing intelligent inv entory and warehouse systems +to improve efficiency and reduce costs, solidifyi ng collaborations with professional logistics +providers for shortened delivery times and enhanced service to end customers, and establishing +long-term relationships with plu m farmers in major sourcing reg ions in China to secure stable +high-quality raw material supplies, together with ongoing R&D of premium plum varieties to +mitigate seasonal fluctuations and maintain our competitiveness. +BUSINESS +–9 7– + + +--- page 107 --- +OUR BRAND AND PRODUCTS +We offer three major product categories, namel y, our dried plum snacks, prune-based products +and plum jelly. For each category, we have launche d different series encompassing both products +crafted with traditional methods and products fuse d with flavors, continuous ly providing consumers +with distinctive taste experience to satisfy their evolving preferences. We have further launched other +plum-based products with significant market potential, such as Dameida plum gummy and plum tea +concentrate. With our continuous product innovations capabilitie s and deep market insights, we aim +to fully explore the culinary value of plums. Looking forward, we plan to launch our plum-based +ready-to-drink beverage s and condiment products. +The following table sets forth the breakdown of the sales volume and average selling price per +kg of our major product categories for the years indicated: +Year ended December 31, +2023 2024 2025 +Dried plum snacks kilotons 23.2 29.9 23.6 +RMB/kg 36.2 32.6 35.2 +Prune-based products kilotons 4.0 5.6 9.0 +RMB/kg 38.7 39.7 42.1 +Plum jelly kilotons 12.1 21.8 24.7 +RMB/kg 25.7 18.8 18.8 +Note: the average selling price per kg is estimated through div iding the revenue of each product category by the sales +volume. +From 2023 to 2024, we proactively offered more competitive prices of dried plum snacks to +enhance our market penetration in the broader snack industry. For example, we introduced various +packaging sizes and combinations tailored to the targeted consumers’ preferences, including +family-sized packages and variety packs which typi cally have lower per-unit prices. Additionally, in +2024, we offer customized products with lower per -unit prices for distri butors targeting the +lower-tier cities, expanding our market presence. The average selling price of our dried plum snacks +increased from 2024 to 2025, primarily due to the launch of various new products that have higher +prices. We expanded our production capacity for plum jelly during the Track Record Period and +successfully optimized the cost str ucture by reducing outsourced pr ocessing costs, allowing us to +implement more competitive pricing strategies to appeal to a broader range of consumers. The +average selling price of our prune-based products increased from 2024 to 2025, primarily due to the +launch of premium prune-based products sold to cer tain membership stores and our pricing strategy +in response to the higher raw material costs. +BUSINESS +–9 8– + + +--- page 108 --- +The following table sets forth the breakdown of our revenue by product category for the years +indicated: +Year ended December 31, +2023 2024 2025 +R M B%R M B%R M B% +(RMB in thousands, except for percentages) +Dried plum snacks 838,110 63.4 973,531 60.3 829,895 48.5 +Prune-based products 155,985 11.8 223,561 13.8 380,210 22.2 +Plum jelly 311,069 23.5 410,358 25.4 465,879 27.3 +Others (1) 16,878 1.3 8,568 0.5 34,747 2.0 +Total 1,322,042 100.0 1,616,018 100.0 1,710,731 100.0 +Note: +(1) Others mainly represent plum gummy, plum-based seasoning products, plum tea concentrate and other +fruit-based products. +Dried Plum Snacks +The decades-long journey of our brand started with dried plum snacks that are primarily +crafted with green plums. We offer a range of dried plum snacks, featuring three series: classic +products, special-flavored products and customized products. +Classic Products +Our classic products are flagship dried plum s nacks that are most familiar and widely accepted +by customers, enjoying widespread and enduring popularity. We craft our classic products by using +the superior plums, while preserving the authentic taste and texture of dried plum snacks made with +traditional methods. We procure plums from all major plum sourcing regions in China, following a +same-day processing workflow to preserve the plums’ original flavor and nutrition. +We combine traditional craftsmanship with m odern fine-tuning to create unique flavor +experiences fitting for diversified consumption scenarios. Our product portfolio comprises four +flagship plum-based snacks that blend tradition al craftsmanship with modern innovations to meet +diverse consumer preferences. Our popular Snow Plum is continuously upgraded with natural herbal +extracts such as mint, monk fruit and honeysuckle , delivering a cooling and refreshing taste that +effectively relieves throat discomfort; complement ing this profile, our Refreshing Plum sources fully +ripened plums from the mountainous regions of Fujian and Guangdong, combined with natural +honey and traditional Taiwanese manufacturing techniques, to provide a succulent texture rich in +dietary fiber and a refreshing taste. Building on tim e-honored recipes, our Preserved Plum is crafted +from thick, succulent high-quality green plums through established techniques to achieve a deep, +layered sweet-and-sour flavor t hat stimulates appetite as an ideal daily appetizer, with ongoing +innovations including herbal-flavored and zero-sucrose variants; furthermore, our distinctive +Smoked Plum, produced from selected green plums ripened in May, features a soft and smooth +texture enhanced by traditional methods and natural ingredients such as aged citrus peel, licorice +and hibiscus flowers, creating a revitalizing smo ky flavor that pairs perfectly with beverages and +appeals to contemporary palates. +BUSINESS +–9 9– + + +--- page 109 --- +Special-flavored Products +We have cultivated a diversified dried plum s nacks portfolio tailored to customers’ evolving +texture preferences. For inst ance, our Crispy Green Plum ( 脆青梅) was developed in response to +consumer demand for dried plum snacks with crispy texture and refreshing taste, delivering a vibrant +tasting experience marked by freshness, crunch an d juiciness. We drew inspiration for our Crispy +Green Plum from the plum varieties sourced from Southern Anhui, Jiangsu and Zhejiang regions, +which naturally contain lower tannin levels, o ffering a uniquely crispy texture with minimal +astringency. Meanwhile, our Plum Cakes ( 梅餅) cater to consumers seeking delicate and soft plum +products by faithfully blending time-honored preservation methods with modern manufacturing +techniques to achieve a balanced aromatic pr ofile that has garnered significant consumer +appreciation. Additionally, we h ave introduced our Plum Slice (‘‘ 梅片’’), a functional snack +crafted for consumers seeking invigorating fl avors. By incorporating menthol complex or perilla +essence into plum slices, this product delivers a stimulating taste and energizing experience. We have +further broadened our dried plum snacks portfolio with the recent launch of our Plum Strips (‘‘ 梅 +條’’), a novel strip-format plum product crafted to cater to consumers who seek a more substantial +and texturally satisfying snacking experience. Our Plum Strips achieve a first-of-its-kind integration +of premium highland green plums with dried tang erine peel. By drawing upon our traditional +plum-making process — encompassing sea-salt acti vation, double-selection for fruit integrity, +natural drying and honey-curing — the product strikes a refined balance between the plum’s natural +organic acids and the aromatic depth of the aged tange rine peel, yielding a layered tasting experience +that transitions from an initial sweet-s our note to a lingering mellow sweetness. +In addition, we creatively blend the plum’s inh erent flavor with other flavors to form complex +flavors, which has become increa singly popular among customers. For example, our Green Tea Plum +(綠茶青梅) perfectly combines the fresh aroma of green tea with plum flavors for a refreshing taste. +Additionally, inspired by the unique taste profile s in certain regions, we introduce dried plum snacks +featuring regional-specific flavors, such as pineap ple-flavored and sour-spicy plums, creatively +combining regional-exclusive flavors like pin eapple from Taiwan, yellow peach from Shanghai, +Mango from Hainan and sour-spicy elements from Guizhou with the original plum flavor. We have +further given expression to this multi-flavor philosophy through the launch of our Mei He Guozi ( 梅 +和菓子) series, a creative filled dried plum product line that positions our natural premium green +plum as the foundation for innovative fruit-flavor ed combinations. Each product in the series pairs +our thick, plump and seedless plum flesh with a di stinct fruit infusion, spanning guava, lemon, +mango, grape and pineapple, among others, to deliv er a vibrant sweet-sour flavor profile that is at +once appetite-stimulating and refreshing. The seedless, thick-flesh format of the Mei He Guozi range +is specifically designed to provid e a more substantial and satisfying bite, while enabling the layered +fruit flavors to be fully expressed. +Customized Products +We offer customized dried plum snacks tailored t o chain snack stores and membership stores. +These customized products allow us to access each KA customers’ target consumer base, providing +unique offerings to a broader range of consumers. In addition, given that KA customers are critical +in our sales network, establishing these partnersh ips positions us for conti nued success as we expand +our reach and introduce our brand to new customers. In particular, since its launch, our high-end +product ‘‘Premium Plum’’ (皇梅) quickly captured the attention of consumers with its unparalleled +quality and craftsmanship. Exclusively availabl e at a high-end membership store, it ranked first on +this membership store’s New Product Hot List wi thin eight days after its launch, showcasing its +immense popularity and market appeal. In add ition, we launched Chilean pitted prune in +membership stores, which is a premium prune-ba sed products catering to mid- to high-income +consumers demanding high-quality products with high nutritional value. +BUSINESS +–1 0 0– + + +--- page 110 --- +Prune-based Products +We introduced prunes to our portfolio in 2016, enabling us to explore new market +opportunities. Prunes are rich in dietary fiber, na tural antioxidants, as well as essential vitamins +and minerals, including high levels of anthocyanin s. Additionally, prunes have been scientifically +proven to support digestive health and enhance metabolic functions, thereby enjoying widespread +popularity among urban middle-class, white-colla r professionals and the discerning Generation Z +consumers who appreciate the health benefits of snacks and have growing demand for natural food +alternatives. +We have developed three core series of prune-ba sed products tailored t o different consumer +preferences. For consumers seeking diversified snack options, we introduce classic dried prune +product that uses premium prunes with rich flavor and fine-textured flesh. On the other hand, we +launch the ‘‘Fiber Life’’ pitted prune product to cat er to consumers calling for convenient, natural +snacking options. Crafted by precision de-pitti ng techniques and constant-temperature drying +technology, our ‘‘Fiber Life’’ pitted prune produc t offers a convenient, ready-to-eat alternative to +our classic dried prune product, while preserving the natural content of high-quality, large-sized +prunes. We have further elevated our prune-based product portfolio through the launch of our Prune +Knight ( 西梅騎士) series, a premium prune product line t hat embodies our commitment to global +sourcing and clean-label formulation. The Prune Knight series sources its prunes exclusively from +premier growing regions across the globe. The produ ct is also rich in dietary fiber, iron, potassium +and vitamin B6, and is classified as a low-GI food, making it well-suited for consumers who seek +both nutritional value and digestive wellness. +Our prune-based products have rapidly capture d market share. According to Frost & Sullivan, +we ranked first in prune-based fruit snacks indus try for four consecutive years in terms of retails +sales value from 2021 to 2024. +Plum Jelly ( 梅凍) +According to Frost & Sullivan, the China’s je lly market is evolving toward innovations of +functional products made with natural ingredi ents and free of preservatives. Following our +plum-centric product development strategy, we launched the plum jelly products in 2019. Unlike +traditional jelly products frequently perceived a s additive-heavy snacks, our plum jelly, made with +locust bean gum, natural green plum nectar and o ther natural fruit nectars, is positioned as a +low-calorie, convenient jelly opti on made with natural ingredients. A dditionally, deploying Orihiro’s +advanced food processing equipment and technologi es, we extend our plum jelly’s shelf life to nine +months without adding preservatives. During t he Track Record Period, we generated revenue of +RMB311.1 million, RMB410.4 million and RMB465.9 million from the sales of plum jelly products +in 2023, 2024 and 2025, respectively, demonstrating the growing market acceptance of our plum jelly +products. According to Frost & Sullivan, in 2024, we were one of the leading player in China’s jelly +market in terms of retail sales value, capturing a market share of 2.9%. +Classic Products +Our portfolio also extends to nat ural fruit-flavored plum jelly and lactic acid bacteria (LAB) +plum jelly products that further harness the natural tartness of green plums through advanced flavor +innovations to meet evolving consumer preferences . Our natural fruit-flavored plum jelly achieves +harmonious and authentic fruit flavors by blending natural fruit nectars with the delicate tartness of +green plums, creating a balanced and invigorating taste profile. For instance, our white peach plum +jelly contains more than 40% white peach necta r carefully extracted from two premium peach +varieties, delivering a refined aroma reminiscen t of freshly picked peaches. Building upon this +fruit-forward foundation, our LAB plum jelly incorporates a concentrate of six distinct bacterial +strains through a specialized fermentation proc ess that preserves distinctive cheesy and buttery +flavor notes, while infusing natura l fruit nectars to develop popular f ruit-flavored variants that have +gained strong market acceptance. +BUSINESS +–1 0 1– + + +--- page 111 --- +Seasonal-themed Products +Inspired by market trends and seasonal element s, we periodically intr oduce seasonal-themed +plum jelly products integrating seasonal ingredients that reflect distinctive characteristics of certain +seasons. +To capture seasonal and festive consumption trends, we launched a range of new plum jelly +products in 2024. In spring, we introduced snow pear loquat plum jelly, blending the sweet crisp +texture of snow pears with the moisturizing and throat-soothing properties of loquat for a refreshing +taste ideally suited for springtime consumptio n, alongside orange grapefruit plum jelly that +harmonizes the natural sweetness of oranges with the mild invigorating acidity of grapefruit; in +summer, we launched lychee sea salt lime plum je lly and pineapple wampee lemon plum jelly, +delivering cooling and refreshing flavors perfect ly suited for summertime, with these summer-themed +products featuring our brand ambassador Teens in T imes rapidly attracting over 100 million online +views and effectively conveying our core brand va lues. Furthermore, we introduced festival-themed +plum jelly products aligned with our marketing cam paigns, including vibrant red and gold packaging +for the 2025 Chinese New Year symbolizing prosper ity, good fortune and wealth, featuring red plum, +red grape and red cherry variants as well as golden osmanthus, golden pomelo and kumquat plum +jelly to resonate with consumers’ aspirations for an auspicious year. +Electrolyte-infused Slushy Jelly +In 2025, we introduced our electrolyte-infused slushy jelly, yet another testament to our +market-driven product development strategy. Th e electrolyte-infused sl ushy jelly incorporates +carefully selected fruit nectar to provide the authe ntic, rich fruit flavor. Unlike traditional frozen +products, our electrolyte-infused slushy jelly can be easily stored at room temperature. After being +placed into the freezer, it can soon transform into a smooth, slushy texture, offering a refreshing new +taste and an innovative frozen-snack experience. Added with electrolytes, this product serves not +only as an ideal option for a quick energy boost after workout, but also as a convenient way to +replenish energy during everyday leisure moments. +Other Products +We plan to expand into various plum-based product categories, including confectionery, tea +concentrate, ready-to-drink beverages and condiments, integrating plum-based products into +consumers’ everyday lives. +We launched our plum gummy ‘‘Dameida’’ ( 打梅打) in 2025 and our plum tea concentrate +products in 2024. Made with plum extract and Madeira tea extract that provides invigorating effects, +‘‘Dameida’’ plum gummy provides refreshing and har monious sweet-sour tastes, targeting consumers +who need fruit-based and functional snack options. In addition, we offer two tea concentrate +options, namely the smoked plu m ginger tea concentrate made f rom Yunnan small yellow ginger, +donkey-hide gelatin, brown sugar and smoked plum extract, and the green plum snow pear tea +concentrate made from pear syrup, green plum juice, loquat juice and smoked plum extract, +providing a warming, soothing drink in just 30 seconds. +BUSINESS +–1 0 2– + + +--- page 112 --- +OUR SALES CHANNELS +Overview +Our sales strategy integrates distributorship, o nline self-operated and sales to supermarkets, +membership stores and snack stores. +The table below sets forth a breakdown of our revenue by sales channel for the years indicated: +Year ended December 31, +2023 2024 2025 +Amount % Amount % Amount % +(RMB in thousands, except for percentages) +Online self-operated stores 135,582 10.3 139,226 8.6 128,945 7.5 +Supermarkets and +membership stores (1) 170,919 12.9 266,914 16.5 402,554 23.5 +Snack stores 133,827 10.1 550,813 34.1 648,451 38.0 +Distributorship 881,714 66.7 659,065 40.8 530,781 31.0 +Total 1,322,042 100.0 1,616,018 100.0 1,710,731 100.0 +Note: +(1) Supermarkets and membership stores primarily incl ude national and regional supermarkets operating both +online and offline, as well as membership stores with wh om we began cooperation in late 2024. Our revenue from +membership stores accounted for 0.7% and 8.6% of ou r total revenue in 2024 and 2025, respectively. +Self-Operated Stores and Retail Channels +We adeptly capitalize on the expansive rea ch of online platforms by selling our products +directly to consumers through our self-operated s tores on leading e-commerce platforms and live +commerce platforms. In the meantime, we directly s ell our products to various retail channels, +including national and regional supermarkets with both online and offline operations, as well as +emerging retail channels such as membership stores and snack stores. +Our revenue growth during the Track Record Period was primarily driven by sales to +supermarkets and membership stores, as well as s nack stores. Revenue from supermarkets and +membership stores increased by 56.2% from RMB170.9 million in 2023 to RMB266.9 million in +2024, and further increased by 50.8% to RMB4 02.6 million in 2025. Revenue from snack stores +increased from RMB133.8 million in 2023 to RMB550. 8 million in 2024, and further increased to +RMB648.5 million in 2025. During the Track Record P eriod, our revenue attributable to snack +stores increased significantly, primarily becaus e we expanded our presence in this channel only after +2022 following our assessment of ch annel dynamics that consumers w ill increasingly prefer snack +stores that specialize in offering a wide range of snacking options and packaging sizes. Such +cooperation has enabled us to capture (i) the continued expansion of the store networks of national +snack chains and (ii) the sustained growth of the snack and beverage retail industry, thereby driving +a rapid increase in sales through this channel. In ad dition, our revenue per snack store customer was +significantly higher than that of our supermarke t and membership store customers during the Track +Record Period primarily because the snack store channel has become increasingly concentrated +among a limited number of major national snack chai ns, each of which typically operates a large and +expanding store network w ith higher order volumes. +BUSINESS +–1 0 3– + + +--- page 113 --- +These customers possess extensive consumer bases and robust purchasing power, enabling us to +strengthen our presence across multiple channel s while ensuring our products are prominently +displayed in their well-establishe d retail networks. For select retail ers, we provide tailored products +that closely align with their brand positioning and consumers expectations. For instance, we +developed a customized Premium Plum and Chile an pitted prunes exclusively for a membership +store, which resonated strongly with this membe rship store’s mid- to high-income consumer bases. +Additionally, we offer variety package, family-siz ed package and small package for snack stores, +targeting their consumers who prefer to purchase various flavors and products at once. We rely on +our retailer customers’ report on their inventory. However, we are unable to ascertain the precise +volume of unsold inventory held by retailers, sin ce we do not have complete, up-to-date inventory +data from most retailer customers. +Correspondingly, revenue from our self-opera ted online stores and online distributors +decreased during the Track Record Period. In part icular, we strategically adjusted our channel +strategies, as we believe the sales to emerging reta il channels, such as membe rship stores and national +snack chains are in line with the prevailing industr y development toward these channels and offer +consistent growth momentum and better sales efficiency through, among others, improved shelf +visibility and more targeted consumer reach. +Arrangements with Retailer Customers +We had similar framework agreements with most ret ailer customers including supermarkets, +membership stores and snack stores. Our arrang ements with retailer customers differ from those +with distributors in that we typically supply custo mized products exclusive to retailers, whereas we +primarily supply standardized products to distributors. For example, the products we offer to +retailers may differ from those sold to distributo rs in terms package, siz e and sometimes product +types. In addition, we generally a fford retailer customers greater flexibility with respect to marketing +promotions, sales strategies and favorable credi t terms compared to distributors. During the Track +Record Period, the salient terms of our agreemen ts with supermarkets and snack stores typically +include: +. Terms . We typically enter into one-year agree ment with retailer customers, subject to +renewal upon mutual consent by the parties. +. Payment and Credit Terms . We issue invoices to our reta iler customers following the +shipment of relevant products, and our customers are required to pay within the specified +time upon receipt of invoices. +. Delivery . Generally, we are responsible for delivering the products to the location +designated by our retailer customers at the specified time. +. Pricing. We sell our products to retailer custome rs at mutually agreed price levels and +provide them with recommended retail prices. +. Minimum Purchase Requirements . We may set minimum purchase requirements for our +retailer customers. For retailer customers wh o fail to meet the required purchase amount, +we do not impose penalties on them but may offer support, such as facilitating their +marketing efforts. +. Product Promotions. For certain retailer customers, such as national supermarkets, we are +permitted to conduct marketing activities on their sites. +BUSINESS +–1 0 4– + + +--- page 114 --- +. Product Returns. We may accept return of defective products or products that are not +delivered under the agreed conditions. We do not accept expired products from retailer +customers. During the Track Record Period, we did not have any product returns from +retailer customers in respect of expired products. +. Anti-Bribery and Corruption. We agree to comply with any laws, regulations or internal +policies relating to anti-bribery and anti-k ickbacks in selling our products to retailer +customers. +While contractual agreements with these membe rship stores are generally similar to those with +retailer customers, we customized or co-devel oped products in accordance with the agreed +specifications that catered to their target consu mer groups. During the Track Record Period, the +salient terms of our agreements with member ship store customers typically include: +. Terms. We typically enter into one-year agr eement with membership stores. +. Payment Term. We typically require membership store customers to pay upon receiving +the products, and we may offer credit terms. +. Product Specifications. We ensure our products comply with product specifications +mutually agreed upon with the membership st ore, which may also stipulate specific +requirements for the raw materials used in production. +. Delivery. We are obligated to deliver products to the location designated by the +membership stores. +. Product Return. We generally do not accept any product return, except in cases of product +defect or quality issues. +. Anti-Bribery and Corruption. We agree to comply with any laws, regulations or internal +policies relating to anti-bribery, anti-kickb acks and anti-corruption in our collaboration +with membership stores. +Movements of Retailer Customers +We experienced rapid growth in the number of retailer customers we cooperated with, including +supermarket customers and snack store customers from 2023 to 2025. In addition, we started to +engage membership store customers in late 2024 an d cooperated with two membership stores as of +December 31, 2025. +The table below sets forth the total number of supermarket customers and their movements for +the years indicated: +Years ended December 31, +2023 2024 2025 +Number at the beginning of the year 26 44 111 +Number of supermarket customers newly +e n g a g e d 1 97 03 2 +Number of supermarket customers terminated 1 3 2 +Net increase (or decrease) in the number of +supermarket customers 18 67 30 +Number at the end of the year 44 111 141 +BUSINESS +–1 0 5– + + +--- page 115 --- +The table below sets forth the total number of snack store customers and their movements for +the years indicated: +Years ended December 31, +2023 2024 2025 +Number at the beginning of the year 12 45 104 +Number of snack store customers newly +e n g a g e d 3 36 21 1 +Number of snack store customers terminated 0 3 6 +Net increase (or decrease) in the number of +snack store customers 33 59 5 +Number at the end of the year 45 104 109 +Note: +* The number of snack store customers refers to the number of snack store groups that we collaborated. +Distributorship +We have cultivated a highly adaptive distributio n network. Wholesale distributors, with their +deeply entrenched networks in high-demand mar kets, enable us to seamlessly connect with core +consumer bases and swiftly addre ss concentrated demand. Additio nally, we primarily sell products +to convenience stores through our distributors. Onlin e distributors, leveraging their advanced digital +infrastructure and robust logistical capabilities, facilitate streamlined bulk transactions and foster +efficient engagement with business customers. Our o nline distributors typically sell our products on +reputable e-commerce platforms, such as Taobao, JD.com, as well as live commerce platforms, such +as Douyin. +As of December 31, 2025, we engaged a total of 1,4 39 distributors. During the Track Record +Period, our revenue from distributorship amounted to RMB881.7 million, RMB659.1 million and +RMB530.8 million in 2023, 2024 and 2025, respectivel y. We offer customized products that feature +affordability and price-to-value to certain distri butors, targeting lower-ti ered cities through our +market campaign to make our high-qualit y plum products accessible to everyone. +We determine the number and allocation of distri butors by considering the income level of the +target consumer bases, market potential and dist ribution coverage, establishing an efficient and +reasonable distribution network. +Management of Distributors +We implement a strict screening and evaluat ion mechanism to assess our distributors’ +performance, emphasizing on both their sales capab ilities and marketing efforts. We conduct on-site +visits to gather feedback from local points of sale re garding the distributors’ distribution capacity, +service quality and reputation in their respectiv e regions, while also reviewing the quality of +distributors’ product display through documenting the photographs of display condition in our +internal system. This assessment process allows us to further gauge distributors’ reputation and +network reach within their geographic regions . Our local business supervisors, who have close +connections with local points of sales, also assess t he distributors’ capacity by reviewing the coverage +of products they currently distribute at these points of sales. These local business supervisors are +members of our in-house sales and marketing teams and are responsible for overseeing our sales +network within designated geographic markets. They monitor channel performance, coordinate local +execution of sales initiatives, and liaise between our sales and marketing team and local market +participants. Additionally, we evaluate distributo rs’ key operational capab ilities, including their +warehousing facilities, logistical vehicles, personnel management and financial stability, thereby +ensuring that they meet our high standards. We mai ntain a distributor selection and management +policy, which sets out obligations for distribut ors serving different channels. In general, a +BUSINESS +–1 0 6– + + +--- page 116 --- +prospective distributor must possess (i) valid operat ing credentials, adequate capital resources and a +solid business reputation, (ii) well-established co mmercial relationships with local points of sales, +robust display resources, and the ability to provi de high quality retail services, (iii) extensive +experience and strategic approaches in operating snack food brands, (iv) a professional sales team +with strong capabilities in channel servicing and exp ansion, (v) sound interna l management, and (vi) +qualified warehouse for inventory storage, along wi th appropriate logistics vehicles that can fulfill +timely delivery to customers. We also impose mark et coverage requiremen ts on distributors for +different sales channels. Distributors place orders based on their demand, and we ship products to +them within a week of receiving the payment, en suring the efficiency of our distribution. +We evaluate our distributors’ performance by regularly monitoring their inventory level to +measure their sales performance and assess if th ey may achieve the minimum purchase amount. +However, we cannot ascertain the p recise volume of unsold inventory held by our distributors, since +our on-site inventory reviews of distributors are conducted on a sample basis and are not +comprehensive to cover all inventory held by distri butors. Besides their sales performance, we also +evaluate their involvement in advancing and execut ing our marketing goals, ensuring alignment with +our broader brand objectives. To incentivize our distributors, we offer sales discounts for our +distributors with outstanding annual sales performance and set different tiers for distributors based +on their sales performance. Specifically, we set quarterly sales targets for our distributors, who are +evaluated at the end of each quarter. Sales discounts are granted exclusively to those distributors +who are able to meet their designated quarterly ta rgets. During the Track Record Period, the sales +discounts we offered to distributors amo unted to RMB117.1 million, RMB88.3 million and +RMB44.9 million in 2023, 2024 and 2 025, respectively, accountin g for 13.3%, 13.4% and 8.5% of the +revenue from sales to distributors during the resp ective years. The decrease in such sales discounts +during the Track Record Period was primarily a ttributable to our strategic refinement of our +distributorship arrangement to enhance distribu tion efficiency. In particular, we granted sales +discounts only to those who both achieve sales targets and demonstrate effective product promotion. +In parallel, we are strategically shifting focus from d istributorships to other sales channels, including +membership stores and snack stores. For those distributors who are unable to achieve our minimum +purchase amount targets, we may decide to terminate their distributorship. +Our distributors may engage sub-distributo rs, and we did not enter into any agreements or +otherwise directly establish relationships with any sub-distributor during the Track Record Period. +As a result, we do not have control over sub-distributors. This arrangement enhances operational +efficiency by delegating key localized responsi bilities such as inventory management, last-mile +delivery and order fulfillment, allowing distributors to prioritize overarching operational goals and +strategic management. Under our distributorship agreements, distributors are expected to monitor +the operations of their sub-distributors, includi ng their inventory levels, sales performance and +market activities, to ensure alignment with our ov erall sales and distribution strategy. We impose +penalties on distributors for any violations and misconduct by their sub-distributors, encouraging +them to actively oversee their sub-distributors. During the Track Record Period, our distributors +appointed 578, 782 and 1,365 sub-di stributors in 2023, 2024 and 2025, respectively. The number of +sub-distributors increased throughout Track Reco rd Period mainly because our distributors further +penetrated lower-tier cities, where they relied on the sub-distributors’ local operation and sales +expertise. According to Frost & Sullivan, it is a common industry practice for companies in the +industry in which we operate to rely on third- party distributors to sell their products to +sub-distributors and retailers without enter ing into contractual relationships with such +sub-distributors and retailers. +BUSINESS +–1 0 7– + + +--- page 117 --- +Offering sales discounts and the engagement of sub- distributors could potentially increase the +risk of channel stuffing, as distributors or their sub-distributors might be incentivized to purchase +more products than they can sell in order to bene fit from discounts or ma intain relationships. +However, we believe that we have taken comprehensive measures to mitigate such risks and that our +sales correspond to actual consumer demand and therefore our products are at low risk of channel +stuffing in our distribution network, because (i ) we generally do not accept product returns from +distributors except for returns caused by product quality issues, ensuring that distributors place +orders based on realistic sales forecasts rather tha n speculative or inflated volumes; (ii) we carefully +determine the types of products sold to distrib utors by evaluating market demand forecasts and +adjust the minimum purchase requirements according t o distributors’ sales capabilities. Specifically, +our approach combines consumer surveys and analysis of sales data from key retail outlets to +capture purchasing preferences and price sensitiv ity. We also review third-party industry reports to +monitor competitive dynamics and incorporate historical sales trends to project market capacity and +upcoming sales targets. These assessments are con ducted on a regular basis and minimum purchase +requirements are adjusted periodically to reflect c hanges in market demand and distributors’ actual +sales performance; (iii) we offer sales discounts mai nly to incentivize distributors with outstanding +sales performance; (iv) the relatively short sh elf life of our products further discourages +overstocking, as distributors bear full responsib ility for the costs of disposing of expired products, +incentivizing them to maintain prudent invent ory levels that align with market demand; (v) we +deliver products to distributors only after they make full payments for their orders, which promotes +their disciplined inventory manag ement aligned with actual sales projections; (vi) we closely monitor +distributors’ demand, and if an order exceeds the demand forecast, our sales team may conduct an +on-site assessment to verify whether the distribut or can sell the requested quantity; and (vii) our +dedicated market research team conducts consumer and market studies three to four times per +month. To stay closely connected to market dynamic s, our local business supervisors conduct weekly +assessments to evaluate channel demand, identify emerging trends, and address distributor concerns. +Our sales personnel from our headquarters also c arry out one to two on-site visits each month, +engaging directly with both points of sales and distr ibutors to ensure the effective implementation of +our sales strategy. +Arrangements with Distributors +We typically enter into standard distributio n agreements, which are sales and purchase +agreements in nature, with our distributors. U nder these agreements, we deliver our products to +distributors after they place orders and recognize revenue when they accept our products upon +delivery. According to Frost & Sullivan, our distribu tion arrangement, in particular the goods return +policy, is in line with industry norm. +During the Track Record Period, the salient te rms of our standard distribution agreements +include: +. Terms . We typically enter into one-year agreements with distributors, subject to renewal +upon mutual consent of the parties. +. Minimum Purchase Amount. To incentivize our distributors, we typically set overall +minimum purchase amount for distributors d uring the terms of distributorships, +considering their designated regions and sa les capabilities. We further specify their +monthly targets for different product categories to align with our overall sales and +marketing strategies. +. Pricing. O u rd i s t r i b u t o r sm u s ts e tt h e i rr e t a i lp r i c e si na c c o r d a n c ew i t ho u rs u g g e s t e d +prices. +. Payment and Delivery. We require our distributors to make payment before the delivery of +products, and we will deliver to the location designated by distributors. +BUSINESS +–1 0 8– + + +--- page 118 --- +. Inventory. Our distributors are required to keep our products in suitable warehousing +conditions. +. Product Return. We generally do not allow product returns. We reserve the rights to reject +any product returns except those caused by the defective products upon inspection. +. Marketing and Promotions . Our distributors should assist our marketing plans and +promptly report market information to u s. They are also obligated to protect our +intellectual properties, reputation and brand images. +. Termination. We have the right to terminate the distribution contracts if our distributors +breach specified contractual terms. In particular, we are typically allowed to terminate +contracts with distributors who fail to purc hase products for several consecutive months +or violate their sales obligations under contracts. +. Penalties for Cannibalization. We expressly prohibit distributors from selling products +outside of their designated channels and geographical regions. In addition, we send sales +teams to regularly monitor any cannibalization. We impose fines or terminate +distributorships for distributors who sell products outside of their designated channels +and regions. +. Anti-Bribery and Anti-Corruption. Our distributors are committed to the transparent and +fair business practices, agreeing to comply with any anti-bribery, anti-corruption and +anti-kickbacks laws and regulations. +We formulate and implement policies to prevent existing employees from working for or +owning equity in any of our distributors. In addition, our internal control policy ensures equal +treatment of our distributors, providing consisten t pricing and incentive mechanisms to distributors +across regions. To the best of our knowledge, during the Track Record Period, all of our distributors +were Independent Third Parties. During the T rack Record Period, there was no employment, +financing or family relationship between our distributors and us or o ur subsidiaries, our +shareholders, directors or senior management, or any of their respective associates. +Movements of Distributors +The table below sets forth the total number of ou r distributors during and their movements for +the years indicated: +Year ended December 31, +2023 2024 2025 +Number at the beginning of the year 1,200 1,398 1,396 +Number of distributors newly engaged 336 281 263 +Number of distributors terminated 138 283 220 +Net increase (or decrease) in the number of +distributors 198 (2) 43 +Number at the end of the year 1,398 1,396 1,439 +During Track Record Period, we terminated 641 distributors. We terminated distributors +mainly because we changed our sales strategy to in crease sales through our retailer customers, while +replacing underperforming distributors with new di stributors to further penetrate into new markets. +During the Track Record Period and up to the La test Practicable Date, we had no material +unresolved disputes or lawsuits with terminated distributors. +BUSINESS +–1 0 9– + + +--- page 119 --- +Coordination between Sales Channels +To balance different sales channels and ensu re our distribution efficiency, we adopt the +following measures to mitigate cannibalization r isks among the distributors and other sales +channels: +. Differentiated Products. We strategically sell products with different packaging across +various sales channels. For example, products sold through our self-operated online stores +differ from those sold in other channels in several aspects, including packaging design, +product weight, flavor selection and pricin g. We may customize products with different +packaging specifications for our membership store or snack store customers. +Additionally, to mitigate channel cannibaliz ation, we differentiate our product portfolio +for different channels based on the consumption behaviors of their target consumer bases. +Meanwhile, for distributors, we adjust product types and packaging sizes according to +local consumption patterns. We strictly prohibit distributors from selling any other +similar products without our authorization. I n addition, we designate product categories +and specify sales targets by ea ch category for distributors. +. Pricing. We also employ channel-specific pricin g strategies to ensure that retailer +customers and distributors all maintain sufficient profit margins. Each channel’s +customized offerings are pric ed to align with its target consumer base while preserving +adequate profitability, thereby discouragin g channel cannibalization. We implement a +pricing policy setting the minimum retail price for our products and require both our +distributors and their sub-distributors to st rictly adhere to this policy by not setting their +prices below the established minimum. If any dis tributors or their sub-distributors violate +our pricing strategy, we may temporarily su spend product deliveries to non-compliant +distributors, impose penalties, or even ter minate their distribu torships, until they +complete necessary rectifying measures and ensure future compliance with our pricing +policies. +. Monitoring. Our sales team monitors the pricing of our products across various sales +channels. This team conducts regular reviews, at least once a month, of price levels at both +distributor and retail endpoints, identifying any deviations from our suggested retail +price. In cases where pricing violations or c ross-regional sales are detected, the team +promptly reports such incidents. +. Geographical and Channel Restrictions. We specifically require our distributors to restrict +their sales to the designated regions and channels authorized by us. We have established +comprehensive written policies that requires sub -distributors to operate strictly within the +authorized channels and regions specified in the distribution agreement. In addition to +contractual controls, we have implemented a p roduct tracing system, which enables full +traceability of each product thro ughout the distribution chain. +. Penalties for Violations. We have implemented a three- strikes penalty system to +discourage distributors from selling product s outside their designated channels. For the +first two violations, we will either impose fin es or increase the sales price, and upon the +third violation, we will terminate the distributorship. +. Product Tracing System. We have employed a comprehensive product tracing system in +which every product is assigned a unique label, enabling us to trace the product back to +the distributor who places it in the market. Additionally, for products sold through our +online self-operated stores and retail channe ls, we can track their origin to ensure full +oversight. +During the Track Record Period, our revenu e was mainly attributable to standardized +products, which accounted for 99.6%, 98.6% and 8 6.3% of our total revenue in 2023, 2024 and 2025, +respectively. We introduced certain customized products and co-branding products in 2022 and 2023 +on a trial basis to explore market opportunities. Be ginning in 2024, we strategically offered certain +customized products tailored for emerging retail channels. +BUSINESS +–1 1 0– + + +--- page 120 --- +Pricing +Our retail sales prices are set according to various factors, such as brand positioning, marketing +strategy, market condition and production cost s. In managing our distribution network, we +implement stringent pricing policies to prevent ch annel cannibalization and maintain market order. +Our pricing typically leaves sufficient profit margins for our distributors. We enforce compliance +with these policies by requiring adherence to minimum pricing standards, supported by robust +monitoring mechanisms and clear consequences for violations. +MARKETING AND PROMOTION +During the Track Record Period , our selling and distribution expenses amounted to RMB309.4 +million, RMB310.2 million and RMB271.7 million in 2023, 2 024 and 2025, respectively, representing +23.4%, 19.2% and 15.9% of our total revenue in each respective year. +Committed to promoting the plum culture, we adopt the culture-driven marketing strategy that +educates consumers about the rich history of plum -based food. Our multi-faceted marketing style +provides an immersive experience to consumers, crea ting emotional connections with our customers, +while enriching the cultural narratives of our brand. +Product Marketing +Our product marketing strategy is tailored to the distinct features of our products. For our +classic products, we emphasize on assigning uniqu e identities of each product by highlighting its +distinctive features and functionalities, while advocating diversified consumption scenarios and +driving consumption. For instance, Snow Plum i s marketed for its soothing effects on throat +discomfort and Smoked Plum is marketed for its appetite-stimulating properties, and prune-based +product for its digestive benefits. Meanwhile, packaging is meticulously designed to reinforce each +product’s core and strengthen consumer recognition. For special-flavor products, we launch targeted +campaigns centered on unique ingredients and origins, supported by distinctive slogans and visual +elements, to create compelling consumption scen arios and broaden appeal, particularly among +younger consumers. For example, our market campaign for our pineapple-flavored plum highlights +the origin of the pineapple used for the product while adopting the invigorating packaging and +regional-special slogan, seamlessly integrating this narrative into the product’s promotional +materials. We position plum jelly as a versatile product that transcends the seasonal limitations +often associated with traditional jelly products . In particular, through packaging and slogans +resonating with the holiday spirit, our Chines e New Year campaign for plum jelly makes it a New +Year treat. By associating different flavors of plu m jelly with diversified specific lifestyles or +occasions, we redefine plum jelly as a year-round s taple that addresses the s easonality limitations of +traditional jelly products. +Product Customization +Through providing customized products to KA customers and targeted marketing of these +products, we reach to diversified consumer bases. For our customized products to membership +stores, we strategically position them as premium offerings tailored to meet the preferences of +high-end consumer segments. +Understanding that different channels cater to unique consumer bases with distinct purchasing +habits, we tailor our product offerings accordingly to capture these varying consumption patterns. In +particular, to expand our reach in lower-tier ci ties, we provide customized products to certain +distributors, advocating in our campaign to make our high-quality plum-based products accessible +to everyone. +Moreover, we collaborate with major food and beverage brands by developing co-branded +plum-flavored products. This collaboration enables us to fully explore the potential of plum flavor. +BUSINESS +–1 1 1– + + +--- page 121 --- +The salient terms of our co-branding colla boration agreements typically include: +. Terms. We generally enter into agreements with our co-branding corporate partner for a +term not exceeding one year. +. Branding. Both parties determine the design of co -branding products for sale and permit +the use of each other’s brands and logos on these products and related marketing +materials. +. Approval. All materials featuring our brands and logos must be submitted to us for +evaluation and approval prior to their release for marketing purposes. +. Intellectual Property. We own all intellectual property rights related to our branding, +marketing materials and logos, and we share i ntellectual property rights with the other +party for materials incorporating both our brands and logos. +. Termination. We are allowed to terminate the agreement if the other party breaches the +agreed terms in the contract or causes damages to our brand. +In 2023 and 2024, we partnered with cross-indust ry brands, including a well-known chain milk +tea brand and a chain bakery sto re, to co-develop plum-flavore d milk tea and plum-flavored cake, +which gained significant popularity upon launch. The se co-branding collaboration initiatives caught +attention on social media platforms, further str engthening our brand’s association with sour and +plum flavors while effectively expanding our reach to a younger consumers. +Culture-driven Marketing +Our marketing campaign reinforces our c ommitment to promoting the plum culture. +Recognizing the growing interest among younger generations in the ‘‘new Chinese style,’’ which +combines traditional Chinese aesthetics with mo dern fashion, we have seamlessly integrated these +elements into our product packaging and marketing materials that feature motifs and patterns that +reflect the elegance and heritage of Chinese plum culture while adding a contemporary, youthful +twist. +Festival Marketing +In addition to our culture-driven marketing , we implement festival-focused marketing +strategies tailored to summer and Chinese New Year. Summer campaigns position our products +as refreshing and energizing options for active lifestyles, emphasizing cooling attributes and +introducing limited-edition flavors aligned with sea sonal demand. These initiatives are amplified +through digital platforms and lifestyle-oriente d content, complemented by summer-themed pop-up +events. Chinese New Year represents the peak of our annual marketing activities, with campaigns +centered on themes of reunion, celebration and pr osperity. During the holiday season, our brand +presence is reinforced through initiatives such as festive packaging, gifti ng-oriented product lines +(e.g. the ‘‘Family Bucket’’ and ‘‘Eye -Catching Pack’’ series), and in-s tore activities including gift +wrapping and themed tastings. The following pi ctures illustrate some of our festival marketing +initiatives: +KOL and Celebrity Marketing +We frequently collaborate with celebritie s and KOLs to facilitate the launch of new +products. Recognizing the rising popularity o f live-commerce, we intr oduce engaging topics +that associate our new products with our celeb rity ambassadors or organize live-commerce +sales featuring our ambassadors. The costs a ssociated with the use of KOLs are recognized as +marketing expenses during the Track Record Per iod. Our total GMV attributable to the top ten +KOLs was RMB12.8 million, RMB13.9 million and RMB16.2 million in 2023, 2024 and 2025, +respectively. As the sales by KOLs in all platform sd u r i n gt h eT r a c kR e c o r dP e r i o dr e p r e s e n t e d +a relatively insignificant amount of the total sales amount, we believe that there is no +concentration risk relating to one or more KOLs. +BUSINESS +–1 1 2– + + +--- page 122 --- +We carefully select our brand ambassadors who align with our youthful, vibrant and +elegant brand image that resonates strongly with younger generations. We have implemented +the following internal co ntrol measures for engaging celebri ties and KOLs: (i) we require in the +contracts that celebrities and KOLs comply with all PRC laws and regulations during our +collaborations; (ii) we regularly coordinate with our legal department, which periodically +updates us on relevant laws and regulations to ens ure continued compliance; (iii) for livestream +events with KOLs, we provide them with product briefs and pre-approved copywriting to +minimize the risk of livestream content violatin g applicable laws and regulations; (iv) our +collaboration agreements with KOLs expressly r equire KOLs to adhere to applicable laws and +regulations during the livestream events or other marketing activities featuring our products; +and (v) our public relations department promptly responds to any adverse publicity affecting +our engaged celebrities and KOLs. During th e Track Record Period and up to the Latest +Practicable Date, we did not receive any penalti es or notices from government authorities or +from e-commerce and live commerce platforms t hat would materially effect our business, +operations or financial condition. Our Directors believe that (i) our use of KOLs during the +Track Record Period complied with all applicable laws and regulations, taking into account our +strict adherence to relevant laws and regulations when selecting KOLs, and our robust internal +control measures; and (ii) no misleading adverti sing was used during the Track Record Period. +In view of our compliance record and internal controls, our Directo rs believe that we can +continue adhering to relevant laws and regulati ons. Accordingly, our Directors believe that the +risk of our brand image being harmed by negativ e publicity or inappropriate behavior of our +engaged celebrities and KOLs, as well as the risk of incurring regulatory penalties for such +engagements, is low. Based on the due diligence wo rk conducted by the Joint Sponsors, nothing +material has come to the Joint Sponsors’ attention that would reasonably cause them to cast +doubt on the views of the Directors set out above. +During the Track Record Period, the salient te rms of our agreements with celebrities and +KOLs typically include: +. Terms. We typically enter into an agreement wi th a term of three months to one year, +subject to the renewal upon mutual agreement. +. Fees. In addition to the basic service fees at a fixed rate, we will pay incentive fees +based on the sales targets and commission fees calculated as a proportion of an +agreed sales indicator, such as Gross Sale s Value, through the livestream platform. +. Negative Publicity. In the event that, during the promotion period, we, our senior +executives, or our designate d brand ambassadors are involved in adverse publicity or +negative news coverage, the other party shall have the right to terminate this +agreement. +. Anti-corruption and Anti-bribery. Both parties are required to comply with all +anti-bribery, anti-corruption and anti-kickbacks laws and regulations in China. +OUR CUSTOMERS +Our major customers primarily comprise both retailers and distributors. During the Track +Record Period, revenue from our five largest customers in each year accounted for 14.2%, 33.1% +and 45.8% of our total revenue for the respective year. The increase in revenue generated from our +five largest customers in each year during the Track Record Period was primar ily attributable to our +strengthened cooperation with fast-expanding nati onal snack stores, which t ypically purchase large +volumes of our products due to their centralized procurement systems and extensive store networks. +During the Track Record Period, revenue from our largest customer in each year accounted for +3.4%, 14.1% and 16.4% of our total revenue for the respective year. Our largest customer in 2022 +and 2023 was a leading nationwide chain superm arket, which offered comprehensive range of +groceries, food and household items. Our largest customers in 2024 and 2025, Customer B and +Customer C, were nationwide chain snack stores. +BUSINESS +–1 1 3– + + +--- page 123 --- +The following tables set forth details about our five largest customers in each year during the +T r a c kR e c o r dP e r i o d : +Year ended December 31, 2023 +Customers Background +Products purchased +by the customer Revenue +% of total +revenue +Year of +commencement of +business relationship +(RMB in +thousand) +Customer A A nationwide supermarket chain +headquartered in Shanghai, China, +primarily engag e di nt h es a l eo f +groceries, food products, and +household goods, operating about 500 +retail outlets across multiple provinces +and major cities in Chinese Mainland +Dried plum snacks and +prune-based products +44,427 3.4% 2016 +Customer B A nationwide chain snack store operator +headquartered in Changsha, China, +operating over 14,000 stores across 28 +provinces and all city tiers in China +Dried plum snacks and +plum jelly +43,053 3.3% 2022 +Customer C A nationwide chain snack store operator +listed on the Shenzhen Stock +Exchange, operating about 15,000 +stores in all major ci ties and provinces +Dried plum snacks, +prune-based products +and plum jelly +39,443 3.0% 2022 +Customer D A nationwide retailer headquartered in +Beijing, China, operating about 8,000 +stores across all city tiers in China +Dried plum snacks and +plum jelly +31,340 2.4% 2022 +Customer E A distributor headquartered in Chengdu, +China, selling food, groceries, +appliance and furniture in Chengdu +and cities nearby Chengdu +Dried plum snacks and +prune-based products +27,197 2.1% 2010 +Total 185,460 14.2% +Year ended December 31, 2024 +Customers Background +Products purchased +by the customer Revenue +% of total +revenue +Year of +commencement of +business relationship +(RMB in +thousand) +Customer B A nationwide chain snack store operator +headquartered in Changsha, China, +operating over 14,000 stores across 28 +provinces and all city tiers in China +Dried plum snacks and +plum jelly +228,568 14.1% 2022 +Customer C A nationwide chain snack store operator +listed on the Shenzhen Stock +Exchange, operating about 15,000 +stores in all major ci ties and provinces +Dried plum snacks, +prune-based products +and plum jelly +193,365 12.0% 2022 +Customer F A nationwide chain snack store operator +headquartered in Chengdu, China, +operating about 4,000 stores +Dried plum snacks, +prune-based products +and plum jelly +44,299 2.7% 2022 +Customer A A nationwide supermarket chain +headquartered in Shanghai, China, +primarily engag e di nt h es a l eo f +groceries, food products, and +household goods, operating about 300 +retail outlets across multiple provinces +and major cities in Chinese Mainland +Dried plum snacks and +prune-based products +36,112 2.2% 2016 +Customer D A nationwide retailer headquartered in +Beijing, China, selling a variety of +products including computer +hardware, mechanical equipment, +household appliances, snacks and food +across all city tiers in China +Dried plum snacks, +prune-based products +and plum jelly +34,183 2.1% 2022 +Total 536,527 33.1% +BUSINESS +–1 1 4– + + +--- page 124 --- +Year ended December 31, 2025 +Customers Background +Products purchased +by the customer Revenue +% of total +revenue +Year of +commencement of +business relationship +(RMB in +thousand) +Customer C A nationwide chain snack store operator +listed on the Shenzhen Stock +Exchange, operating about 15,000 +stores across Chinese Mainland +Dried plum snacks, +prune-based products +and plum jelly +280,258 16.4% 2022 +Customer B A nationwide chain snack store operator +headquartered in Changsha, China, +operating over 14,000 stores across +Chinese Mainland +Dried plum snacks, +prune-based products +and plum jelly +233,774 13.6% 2022 +Customer G A nationwide supermarket chain +headquartered in Shanghai, China, +primarily engag e di nt h es a l eo f +groceries, food products, and +household goods, operating about 500 +retail outlets and membership stores +across Chinese Mainland +Dried plum snacks, +prune-based products +and plum jelly +163,499 9.6% 2017 +Customer F A nationwide chain snack store operator +headquartered in Chengdu, China, +operating about 4,000 stores +Dried plum snacks, +prune-based products +and plum jelly +67,463 3.9% 2022 +Customer D A nationwide retailer headquartered in +Beijing, China, selling a variety of +products including computer +hardware, mechanical equipment, +household appliances, snacks and food +across Chinese Mainland +Dried plum snacks, +prune-based products +and plum jelly +38,974 2.3% 2022 +Total 783,968 45.8% +As of the Latest Practicable Date, none of o ur Directors, their associates or any of our +shareholders (who owned or to the knowledge of Directors had owned more than 5% of our issued +share capital) had any interest in any of our five largest customers. +In 2024, our sales to Customer B and Customer C increased significantly, primarily due to our +strategy to strengthen collaboration with national snack c hains. Snack chains emerged as they +o f f e r e ds n a c k si np a c k a g e st a i l o r e dt op u r c h a s eb e haviors of frequent snack buyers. Leveraging their +specialty in selling snacks and close relationships with our target snack consumer bases, we +strategically increased our sales to national s nack chains, enhancing our market reach and +amplifying our shelf visibility. Our revenue attributable to Customer B and Customer C continued to +increase in 2025, primarily due to our continuously e xpanding sales to snack stores. In particular, +Customer C experienced rapid growth in its snac k retail business, leading to an increase in the +procurement volume of our products during this year. +Third-Party Payment Arrangements +Background and Implications Relating to Third-Party Payment Arrangements +During the Track Record Period, certain of our c ustomers (individually or collectively, the +‘‘Relevant Customer(s) ’’) settled payments with us throug h accounts that do not belong to the +contractual parties (the ‘‘ Third Party Payment Arrangements ’’). We generally required the Relevant +Customers and their designated third-party payors to undertake our review procedures, such as +providing us with written confirmation of delega tion before entering into Third-Party Payment +Arrangements. In 2023, 2024 and 2025, the aggre gate amount settled with the Relevant Customers +under the Third-Party Payment Arrangem ents was RMB299.8 million, RMB193.7 million and +RMB73.1 million, respectively, representing 22. 7%, 12.0% and 4.3% of the total revenue for the +same years. No single Relevant Customer made ma terial contribution to our revenue in any year +during the Track Record Period. As of October 1, 2024, we had ceased all Third-Party Payment +Arrangements except for circumstances where p ayments were settled thr ough the accounts of the +operators in the case of sole proprietorships. +BUSINESS +–1 1 5– + + +--- page 125 --- +The Relevant Customers during the Track Reco rd Period were distributors primarily in the +form of sole proprietorships, limited liability co mpanies (owned by either individuals or legal +entities) and, in limited cases, partnerships. Based o n the representations of the Relevant Customers +and to the best knowledge of our Directors, the Rel evant Customers mainly utilized Third-Party +Payment Arrangements either because they preferr ed using their affiliated persons’ accounts for +convenience, or because they would like to avoid the cumbersomeness of corporate accounts and +maintain operational flexibility. To the best of o ur knowledge, the designa ted third-party payors +primarily consisted of persons affiliated wit h the Relevant Customers, such as controlling +shareholders, operators’ family members or emplo yees of the Relevant Customers. According to +the Frost & Sullivan, it is a common commercial pract ice for businesses in the snack food industry in +China to settle payments through third-party payors with their suppliers or customers for +convenience and flexibility. +During the Track Record Period, we did not initi ate any Third-Party Payment Arrangements, +and the Third-Party Payment Arrangements were arranged based on the Relevant Customers’ +requests. We did not provide any discount, co mmission, rebate or other benefits to any of the +Relevant Customers or the designated third-party pa yors to facilitate or incentivize the Third-Party +Payment Arrangements. During the Track Record Period, the relevant payments were based on bona +fide underlying transactions and va lid contractual relationships. The pricing and payment terms we +provided to the Relevant Customers were in line w ith those provided to customers not involved in +the Third-Party Payment Arrangements. During th e Track Record Period, to the best knowledge of +our Directors, all Relevant Customers and the designated third-party payors who settled payments +under the Third-Party Payment Arrangem ents were Independent Third Parties. +We were not the subject of any investigations, enq uiries, penalties or surcharges as a result of +our involvement in the Third-Party Payment Arrangements during the Track Record Period and up +to the Latest Practicable Date. In addition, we ha d not encountered any refund requests, actual or +pending disputes or disagreements due to Third-P arty Payment Arrangements or any material claims +against us in relation to the Third-Party Payment A rrangements during the Track Record Period and +up to the Latest Practicable Date. +As advised by our PRC Legal Advisor, (i) the risk s of financial losses caused by the Third-Party +Payment Arrangements were low for our Group; (ii) the Third-Party Payment Arrangements during +the Track Record Period do not contravene the mandatory provisions of the Civil Code of the PRC +or other relevant applicable PRC laws and regulation s currently in effect; (iii) the likelihood that we +would be imposed any administrative penalties fo r being deemed as violating relevant PRC laws and +regulations related to tax eva sion in connection with aforementioned Third-Party Payment +Arrangements is remote; and (iv) the risk of t he Third-Party Payment Arrangements being +deemed as constituting the crime of money laund ering under Article 191 of the Criminal Law of the +PRC (《中華人民共和國刑法》) for the purpose of disguising or concealing the source and nature of +proceeds or gains is low. +Enhanced Internal Control Measures and Cessa tion of Third-party Payment Arrangements +We required the Relevant Customers to commu nicate with us the relevant information, +including, among others, the reasons for the Thir d-Party Payment Arrangements and the identity of +the involved third-party payors. We generally requ ired the Relevant Customers to undertake review +procedures, such as providing us with the written d elegation, which specifies that the designated +third-party payors are authorized by the Relevant Customers to settle payments with us and that the +Relevant Customers shall bear the liabilities of a ny economic dispute caused by the Third Party +Payment Arrangements. +BUSINESS +–1 1 6– + + +--- page 126 --- +We have implemented enhanced internal control measures, including, among others: (i) we +started to implement Third-Party Payment Arrang ements rectification measures and informed our +employees of the enhanced internal control measures; and (ii) we issued a notice on September 24, +2024, pursuant to which we only allow payments either (a) directly from the accounts of the +customers; or (b) through the accounts of the o perators in the case of sole proprietorships. +Our Directors consider that the rectification of the Third-Party Payment Arrangements did not +have, nor will have, any material adverse effect on the Group, as (i) all of the Relevant Customers +who continue to conduct transactions with us sinc e the implementation of enhanced internal control +measures cooperated with the rectification proces s to cease all Third-Party Payment Arrangements; +(ii) the rectification of Third-Party Payment Arra ngements did not affect the payment settlement +arrangement from our Relevant Customers to us; an d (iii) the cessation of the Third-Party Payment +Arrangements has not resulted in any loss of our customers. +RESEARCH AND DEVELOPMENT +As of December 31, 2025, we had 29 R&D professionals, and many of whom have postgraduate +degrees. We attend campus recruiting events to hire graduating college students majoring in food +engineering, food safety and nutrition, polymer ch emistry and other fields, further expanding our +R&D team. We also actively collaborate with resear chers to explore the potential of plums in other +untapped fields by contributing our industry k nowhows to facilitate aca demic research of plum +varieties and planting techniques. +Product R&D +Our product R&D involves four key steps: (i) prod uct design, (ii) product validation, (iii) raw +material procurement, and (iv) product launch. At the product design stage, our branding and +marketing team conducts market analysis to assess tr ends, consumer preferences and the competitive +landscape, and evaluates the technical and financ ial feasibility of product concepts. Upgrades to +existing products usually take two to three months, while new product development may take a year +or more, with seasonal products planned as part of our annual strategy. At the product validation +stage, product prototypes are te sted through internal assessments and independent third-party +consumer blind testing, and only qualified products proceed to trial production. At the raw material +procurement stage, our R&D team sets quality s tandards for raw materi als, manufacturing, +packaging and finished products, and coordinates with relevant teams to source key materials and +ensure consistent product quality and brand-aligned packaging. At the product launch stage, +products undergo internal flavor testing and market trials on a small to medium scale, and mass +production begins only after positive market feedback is confirmed. +Fundamental R&D +We collaborated with academic and research insti tutions to conduct fundamental research of +plums. +The salient terms of our collaborations with r esearch institutions are set forth as below: +. Term. We typically enter into an agreement with a term up to three years. +. Obligations. We shall formulate an annual research plan with the research institution, +specifying the R&D objectives and timelines. T he research institution shall form a team of +experts to support the development of new plum varieties. The research institution shall +also promote plum planting technologies. +. Intellectual Property. Both parties share the intellectua l property rights of any research +results. +BUSINESS +–1 1 7– + + +--- page 127 --- +. Confidentiality. Both parties shall be obligated to ma intain the confidentiality of each +other’s trade secrets, product formulas, intellectual property, product information and +other key commercial information. +We established the Liuliumei Research Institu te, which has united a team of top-tier experts +and formed strategic partnerships with renowned aca demic institutions. Additionally, the Institute +was recognized as a Provincial High Technology Ente rprise, underscoring our dedication to driving +innovation within the plum industry. Committed t o improving plum varieties, enhancing plum +planting techniques and exploring the medicinal value of plums, the Institute has spearheaded in +drafting various industry standards, such as the ‘‘Provincial Standard for Plum Seedlings’’ and the +‘‘Provincial Standard for Plum Cultivation.’’ +Moreover, we led in establishing the National P lum Innovation Alliance, in collaboration with +academic institutions and leadi ng enterprises within the snack food industry. The Alliance has +integrated industry resources to meet broader industry needs. +Leveraging advanced food processing technologi es, we have developed a precision extraction +and concentration technique to preserve key natural constituents of plums, including organic acids, +phenolic compounds and volatile aromatic, while amplifying plums’ inherent flavor profiles. Our +proprietary formula replaces artificial additives with natural alternatives, such as natural +fermentation derivatives, plant-based po lyphenol antioxidants, as well as fruit or +vegetable-sourced pigments. Third-party GC-MS analysis verifies that our manufacturing process +has enhanced natural flavor compound concentration, creating a complex while authentic taste +profile. +OUR PRODUCTION +Our Production Facilities +During the Track Record Period, our production plants mainly produced dried plum snacks, +plum jelly and prune-based products. We strat egically build our produ ction bases in major +plum-sourcing regions in China, timely processi ng our raw materials to preserve their quality. We +also engage some third-party c ontractors, from time to time, primarily to ease the short-term +pressure on our production facilities caused b y the short shelf life of our raw materials and +temporary production shortage during peak seasons. See ‘‘— Seasonality.’’ We typically engage +contractors to facilitate only certain phases of th e production, such as the pickling phase for our +dried plum snacks. To the best of our knowledge, during the Track Record Period, all of our +third-party contractors were Independent Third Pa rties. During the Track Record Period, there was +no employment, financing or family relationship between our third-party contractors and us or our +subsidiaries, our shareholders, directors or senior management, or any of their respective associates. +The following table sets forth the production cap acity, production volume and utilization rate +by product category during the Track Record Period: +Year ended December 31, +2023 2024 2025 +Designed +production +capacity +Actual +production +volume +Utilization +rate (%) +Designed +production +capacity +Actual +production +volume +Utilization +rate (%) +Designed +production +capacity +Actual +production +volume +Utilization +rate (%) +(tons in thousands, except for percentages) +Dried plum snacks 27.1 21.8 80.6 33.7 28.7 85.2 33.7 25.0 74.2 +Plum jelly 10.3 7.3 70.8 23.6 18.8 79.8 26.6 21.3 80.0 +Prune-based products 4.5 4.1 90.8 6.8 5.8 86.0 14.0 9.6 68.6 +Others 0.3 0.2 57.3 1.2 0.9 78.3 1.2 0.8 66.7 +Total 42.2 33.4 79.1 65.3 54.3 83.2 75.5 56.7 75.1 +Notes: +(1) The actual production volume during the year is the to tal volume of the products manufactured during that year. +(2) The utilization rate during the year equals to the actual production volume divided by the designed capacity +during the same year. +BUSINESS +–1 1 8– + + +--- page 128 --- +The utilization rate of the production capacity for dried plum snacks decreased from 85.2% as +of December 31, 2024 to 74.2% as of December 31 , 2025, primarily due to our optimization of +production planning and strategic adjustment of production schedule to prioritize and accommodate +i n c r e a s e dp r o d u c t i o no fp l u mj e l l ya n dp r u n e - b a s e dp r o d u c t s ,w h i c hw ef o c u s e do nt oc a p t u r e +growth opportunities in these categories. The ut ilization rate for prune-based products decreased +from 86.0% as of December 31, 2024 to 68.6% as of December 31, 2025, mainly because of the +ramp-up of our designed production capacity for prune-based products in 2025, in response to the +growing market demand for prune-based pro ducts and the accelerated sales growth. +The following table sets forth the production cap acity, production volume and utilization rate +of our four production plants for finished products during the Track Record Period: +Year ended December 31, +2023 2024 2025 +Designed +capacity +Actual +production +Utilization +rate (%) +Designed +capacity +Actual +production +Utilization +rate (%) +Designed +capacity +Actual +production +Utilization +rate (%) +(tons in thousands, except for percentages) +Anhui Plant 25.9 22.5 86.9 32.2 30.2 93.9 34.9 27.1 77.7 +Plum Jelly Plant 10.3 7.3 70.8 23.6 18.8 79.8 26.6 21.3 80.0 +Wuhu Plant 6.0 3.6 59.9 6.0 3.5 58.1 6.0 3.6 60.0 +‘‘Fiber Life’’ Natural +Food Production +Plant – – – 3.5 1.8 51.8 8.0 4.7 58.8 +Total 42.2 33.4 79.1 65.3 54.3 83.2 75.5 56.7 75.1 +Notes: +(1) The designed production capacity of the year is calcu lated based on the following assumptions: (i) All product +lines are functioning in its full capacity; (ii) our pr oduction facilities operate 16 hours per day for most of our +products; and (iii) we operate at every working day per year. +(2) The utilization rate of our production plant during the year equals the actual produ ction volume divided by the +designed production capacity during the same year. +(3) During the Track Record Period, Anhui Plant primarily produced dried plum products and prune-based +products. The utilization rate of Anhui Plant decreased from 93.9% in 2024 to 77.7% in 2025, mainly because we +increased our sales focus on plum jelly and prune-base d products in response to market demand and consumer +preferences, and adjusted our production schedule accordingly to prioritize these two product categories. As our +Anhui Plant is principally configured for the production of dried plum snacks, this adjustment correspondingly +resulted in a decrease in its produc tion utilization rate. Looking ahead, we expect to launch new dried plum +products to attract consumers, which is expected to increase the utilization rate at the Anhui Plant over time. +(4) During the Track Record Period, our Plum Je lly Plant mainly produced plum jelly products. +(5) During the Track Record Period, our Wuhu Plant primarily produced dried plum products and other products. +(6) During the Track Record Period, our ‘‘Fiber Life’’ Na tural Food Production Plant p rimarily produced pitted +prune-based products. +Our Production Process +We conduct different production steps at specia lized production facilities located near the +major plum-sourcing regions, thereby facilitating o perational efficiency and reducing the time from +harvest to final production. Upon harvesting, plums are promptly shipped to the plum sorting +facilities, where plums undergo quality inspectio ns and grading. The sorted plums are then delivered +to preliminary processing facilitie s, where they are salted and sugared in vats in preparation for the +subsequent drying proce ss. These pickled plums are then transferred to the sun-drying facilities, +allowing them to naturally dry in sunlight and compl ete this critical phase. After sun-drying, the +plums either at our production plant or facilities spe cializing in these proced ures undergo washing, +flavoring and further drying. The resulting semi-finished products are sent for final product +inspection and packaging. Upon meeting our quality standards, the finished products are distributed +to the market. +BUSINESS +–1 1 9– + + +--- page 129 --- +The details of the key steps in the production processes of our dried plum snacks are as follows: +Raw Material +Inspection +Grading Pickling +90 +Washing Drying +30 % +Product +Inspection +Packaging Final +Inspection +StorageSun-drying + Flavoring +The production of plum jelly begins with ri gorous inspection of raw plums sourced from +selected suppliers, during which unqualified mater ials are sorted out before processing. The raw +materials then undergo standardized seasoning a nd flavoring, where ingredients are precisely +measured and blended using digital systems to e nsure formulation consistency and minimize human +error. The blended jelly mixture is pr ocessed under controlled pressure and strict hygiene conditions +to achieve the desired texture, followed by high -temperature steam pasteurization to eliminate +potential contaminants and coolin g through low-temperature spray and hot-air drying to extend +shelf life without preservatives. Finished produc ts undergo visual imaging and manual inspections to +detect metal or other foreign contaminants bef ore being packaged using automated machinery, +assigned unique barcodes, and verified for weigh t accuracy. Finally, qualified and sealed products +are transferred to warehouses and stored under appropriate conditions prior to distribution. Our +advanced processing technologies in plum jelly prod uction, such as low-temperature processing and +high-pressure filtering, retain the nutrients in fr uits while preserving their natural flavors. The +following chart illustrates the production process of our plum jelly: +ProcessingRaw Material +Inspection +Seasoning +and Flavoring +Inspection StoragePackaging +We also adopt Orihiro’s advanced food processing technology to extend the shelf life of plum +jelly without adding preservatives. The salient term s of our collaboration with Orihiro are set forth +as below: +. Term. We enter into an agreement with Or ihiro with a term of ten years. +. Obligations. During the term of this agreement, we are obligated to purchase a certain +number of T-shape konjac jelly production lines from Orihiro each year at a fixed price as +agreed in the contract as its exclusive business partner in Chinese Mainland. We are not +required to pay royalties or license fees beyo nd the procurement price for the production +lines, or to share revenue or profit with Orihiro. +. Collaborative R&D. Both parties shall be committed to the R&D of new natural, +preservative-free functional products and advanced production technologies. +. Termination. Each party is entitled to terminate with written notice in the event of the +other party commits breach of contract and fa ils to fulfill its contractual obligation. +. Confidentiality and Trade Secrets. Both parties shall be obligated to maintain the +confidentiality of each other’s trade secret s, product formulas, intellectual property, +product information and other key commercial information. +BUSINESS +–1 2 0– + + +--- page 130 --- +Our Production Expansion Plan +We plan to expand the production capacity for prune-based products as our newly launched +prune-based products have received widespread market acceptance, resulting in an increased +demand. Meanwhile, the utilization rate of our Plum Jelly Plant reached 80.0% as of December 31, +2025, as we promoted and sold more plum jelly products in response to rising market demand. +Looking forward, the market demand for our dried plum snacks, plum jelly and prune-based +products is expected to grow further due to incr easing market acceptance and popularity of our +brands. We therefore plan to expand the productio n capacity of our plum jelly line plant to meet this +persistently strong demand. In addition, we plan to increase the production capacity of our dried +plum snacks and prune-based products to accommo date diverse consumer preferences. As we expand +our product offerings into new categories lik e plum gummy and plum based condiments, we +anticipate that our current capacity will not be sufficient to keep up with the growing market +demand. This production expansion plan is therefore crucial to support our continued business +growth. +Our OEM Suppliers +We collaborate with reliable OEM suppliers for t he production of some of our plum jelly and +other plum-based products to relieve the production capacity shortage caused by overwhelming +market demand. In our collaborati ons, we provide raw materials directly to our OEM suppliers and +require them to comply with our quality standards and operational guidelines. These suppliers must +meet our specified requirements for production facilities and orga nize production based on agreed +conditions, equipment, process, st andards, quantities and timelines. +We have established and implemented internal control measures over our OEM suppliers to +ensure that products manufactured under our OEM arrangements are produced in accordance with +our quality standards and applicable regulatory requirements. In particular, such measures cover (i) +OEM supplier selection and approval, where we conduct qualification procedures prior to +engagement, including reviews of the OEM supplier ’s legal and regulatory compliance status; (ii) +contractual and specification controls, wher e we typically enter into OEM agreements and/or +quality-related arrangements that set out our pro duct specifications and acceptance criteria; (iii) +pre-production and in-process supervision, where we provide technical guidance and production +instructions as necessary and assi gn personnel to conduct periodic and/or on-site monitoring of the +OEM supplier’s production process; (iv) inspection , testing and release controls, where we conduct, +and/or require the OEM supplier to conduct under our supervision, appropriate quality inspections +at different stages; (v) traceability and docume ntation, where we requi re the OEM supplier to +maintain proper batch/lot identif ication and production records to facilitate traceability and, where +appropriate, we retain samples and maintain reco rds to support post-sale review and handling of +customer feedback; and (vi) ongoing evaluation and non-conformance management, and, in the +event of any failure to meet our internal guideline s and policies, we require t imely investigation and +rectification and may suspend further orders, reje ct the relevant products, require remedial actions +and enhanced supervision, and, where the circumst ances warrant, cease to work with the relevant +OEM supplier. We maintain long-term relation ships with our OEM suppliers. During the Track +Record Period, we did not experience any failure by our OEM supplier to meet our internal +guidelines and policies that might caus e to cease our business relationship. +BUSINESS +–1 2 1– + + +--- page 131 --- +The following table sets forth the breakdown of the production volume attributed to our +internal production and OEM production during the Track Record Period: +Year ended December 31, +2023 2024 2025 +kilotons % kilotons % kilotons % +Internal production 33.4 83.6 54.3 90.1 56.7 91.5 +OEM production 6.6 16.4 6.0 9.9 5.3 8.5 +Total 39.9 100.0 60.3 100.0 62.0 100.0 +The salient terms of the agreements with our r epresentative OEM supplier are set forth as +below: +. Term. We enter into an agreement with a term of three to four years. +. Rights and Obligations of Parties Involved. We shall specify the production volume, +product type, delivery schedule and logistics arrangement. +. Minimum Production Volume. The agreement generally sets forth a specified minimum +production volume for each production order. We shall be liable for any excessive +production wastage if the production order falls below the specified minimum, while the +OEM supplier shall be responsible for excessive wastage if the production shortfall is +caused by equipment failure, power outage or other reasons attributable to the OEM +supplier. +. Pricing. The price of the production is determined by the production volume. +. Warehousing and Logistics. We shall deliver raw materials, auxiliary materials and +packaging materials to the location designa ted by the OEM supplier at our own expense. +. Termination. Unless otherwise agreed by the parties, neither we nor the OEM supplier +may terminate the order or reduce its amount without providing at least prior notice. +SUPPLY CHAIN MANAGEMENT +Our procurement team is mainly responsible for purchasing raw materials, seasoning and other +auxiliary materials, packaging materials, equipmen t and accessories, office supplies, labor protection +products and other supplies that are necessary for our production. The procurement team +coordinates with our production team, preparing a procurement list based on the production team’s +plans, annual budgets and market price for raw materials. +Raw Materials +Our raw materials primarily include plums, p runes, fresh fruits and konjac, among others. +Seasoning and other auxiliary materials such as s alt and sugar are also used in our production. We +set stringent standards to selec t suppliers and effective mechani sms to monitor their performance, +enabling us to reduce production costs and ensure production quality. In addition, to effectively +manage the procurement costs, we maintain stro ng connections with our upstream plum suppliers. +During the Track Record Period, our gross profit m argins were adversely affected by increases in the +prices of certain key raw materials, including plums, prunes and sugar. However, we procure plums +in eight major plum sourcing regions — Fujian, Gu angdong, Guangxi, Yunn an, Sichuan, Zhejiang, +Anhui and Jiangsu — in China, and thus remain res ilient against price volatility or disruption in +supply. According to Frost & Sullivan, Fujian, has an annual plum output of approximately 200 kt, +benefited from a warm, humid climate and fertile soil conducive to premium-quality plums, and +supported by a mature industrial foundation for large-scale processing. There are about 43,000 +specialized farmers’ cooperatives in Fujian. Guangdong has annual plum output at around 200 kt, +BUSINESS +–1 2 2– + + +--- page 132 --- +benefited from abundant rainfall and a robust industrial chain to cultivate large-sized, high-quality +plums with strong geographic branding. There are ab out 60,000 specialized farmers’ cooperatives in +Guangdong. Guangxi and Yunnan each produce around 100 kt of plums annually, receiving +government policies fostering specialty industr ies and benefited from high-altitude ecological +advantages that enhance plum qua lity. There are about 60,000 specialized farmers’ cooperatives in +Guangxi and about 70,000 cooperatives in Yunnan. Sichuan and Zhejiang, each with an annual +output of approximately 50 kt, capitalize on tradi tional fruit-growing expertise and integrated +planting-processing systems, resulting in consi stently shaped, aromatic plums. There are about +110,000 specialized farmers’ cooperatives in Sich uan and about 42,000 cooperatives in Zhejiang. +Anhui and Jiangsu, with annual plum output of around 30 kt and 20 kt, place emphasis on regional +brand development, advanced processing technologies and higher-value-added products, thus +fueling the plum cultivation in eastern China. There are about 115,000 specialized farmers’ +cooperatives in Anhui and about 53,000 cooperati ves in Jiangsu. Furthermore, according to Frost & +Sullivan, all these major plum-sourcing provinces have implemented policies facilitating the plum +cultivation by local farmers and sp ecialized farmers’ cooperatives. +During the Track Record Period, the total procurement from our top five plum suppliers +amounted to RMB26.0 million, RMB30.8 millio n and RMB43.6 million in 2023, 2024 and 2025, +respectively. We had a total of 260, 328 and 361 specialized farmers’ cooperatives and plum farmers +during the same years. Our plum suppliers mainly comprised individual farmers and specialized +farmers’ cooperatives in major plum sourcing regio ns, which represented the collective interests of +groups of farmers. +The salient terms of our procurement agreement with upstream plum suppliers are set forth as +below: +. Term. We typically enter into a procurement agreement with plum suppliers with a term of +about one year. +. Product Quality. Under our procurement agreement, plum suppliers are required to +deliver plums that meet the specified size and quality requirements on the same day they +are harvested. +. Delivery. Plum suppliers are responsible for the logistics and shall deliver plums to the +place designated by us. +. Payment. We make the payment after accepting the delivery. +. Exclusivity. During our contractual term, plum su ppliers are prohibited from providing +plums to other purchasers. +. Anti-corruption and Anti-bribery . We attach the Fair Trade Commitment Letter to every +procurement contract, requiring our suppliers to refrain from any forms of bribery or +corrupt conduct that may be deemed unfair business practices. +We also maintain strong control over the prune supply chain, by sourcing premium-quality +prunes at competitive prices directly from the wor ld’s leading prune farms in regions such as Chile +and France. This direct procurement model enables us to maintain consistent supply for our +production needs cost-efficiently. When selectin g prune suppliers, we deploy specialized personnel to +these farms to conduct on-site inspections and select only the highest-quality prunes that meet our +stringent standards for production. Additionally, our large and stable procurement volume, +combined with our strong brand recognition in the industry, positions us as a preferred partner for +prune suppliers. These suppliers are thus willin g to offer us superior quality prunes at more +competitive prices due to the reliability of our purc hasing agreements and the prestige associated +with our brand. +BUSINESS +–1 2 3– + + +--- page 133 --- +We procure sugar and salt from major domestic suppliers based on the market price, effectively +mitigating supply shortage risks. Our procureme nt team adopts a dynamic approach, formulating +and adjusting annual procurement plans based on thorough assessments of our production schedules +and supply lists. This allows us to align our ra w material needs with production demands. +Additionally, our strong partnerships with reputab le suppliers enable us to secure favorable terms, +including pre-negotiated price ranges, which shie ld us from short-term price fluctuations in the raw +materials market. We typically enter into a shor t-term purchase agreements with our auxiliary +material suppliers, which generally have a term of two or three months. Under our procurement +agreements, our suppliers are typically responsi ble for delivering the materials to the location +designated by us, using the delivery methods meeting the specified requirements in the agreement. +We also specify the product quality for any auxilia ry materials and hold suppliers liable for any +product liability claims attributable to auxiliary materials’ quality issues. +To uphold the quality of these auxiliary inputs , we implement rigorous supplier selection and +evaluation protocols, ensuring that only those meeting our stringent standards for quality and +reliability are approved. Comprehensive and regular quality inspections are conducted to verify that +the sugar and salt sourced meet our precise producti on requirements, safeguarding the integrity of +our finished products. We establish long-term agreements with key suppliers, further enhancing our +ability to maintain stable procurement costs and high-quality standards. +Packaging Materials +Our packaging materials primarily include p ackaging bags and thin packaging films. We +procure these materials primarily from reliable third-party suppliers in China. We enter into the +procurement agreements with them, typically for a term of one year, and our packaging material +suppliers provide packaging materials based on our specified packaging designs. These agreements +outline price terms and purchase volumes, and we p lace orders based on our production needs. Our +procurement team has implemented a stringent sel ection mechanism sorting out qualified suppliers, +ensuring that our packaging materials comply with relevant laws and regulations relating to the food +safety and product quality, as well as our own standards set by our production team. In the event of +significant price fluctuations in these packaging materials, we would promptly look for alternative +suppliers, ensuring a stable supply of qualified r aw materials. Our rigorous selection approach and +adaptive supply chain underpin our commitment to delivering safe, high-quality products to +consumers. During the Track Record Period, we did not experience any significant shortage of raw +materials and packaging materials supplies, and the raw materials and packaging materials provided +by our suppliers did not have any significant quality issues. +Our Major Suppliers +Our major suppliers primarily comprise raw material suppliers, production equipment +suppliers, packaging material s uppliers and manufacturing serv ice providers. During the Track +Record Period, purchase amount from our five la rgest suppliers in each year accounted for 16.9%, +14.5% and 14.7% of our total purchase amount for the respective year. During the Track Record +Period, purchase amount from our largest supplie r in each year accounted for 5.0%, 5.1% and 3.9% +of our total purchase amount for the respective year. Our largest supplier in 2023 and 2024 sold +sugar to us. +BUSINESS +–1 2 4– + + +--- page 134 --- +The following tables set forth details about our five largest suppliers in each year during the +T r a c kR e c o r dP e r i o d : +Year ended December 31, 2023 +Supplier Background +Products/ +services provided +Purchase +amount +% of total +purchase +amount +Year of +commencement of +business relationship +(RMB in +thousand) +Supplier A Sugar supplier in Yunnan, China Sugar 50,086 5.0% 2019 +Supplier B A company listed on Shanghai Stock +Exchange, specializing in sugar +manufacturing, sugar import, port +sugar refining, sugar sales and trade in +the domestic market, sugar +warehousing and logistics +Sugar 32,328 3.2% 2020 +Supplier C A prune supplier in Chile Prunes 29,271 2.9% 2022 +Supplier D A supplier of packaging materials for +food industry, located in Huangshan, +China +Packaging materials 29,065 2.9% 2013 +Supplier E A manufacturer of snack food and +beverages, located in Hefei, China +Manufacturing services 28,638 2.9% 2019 +Total 169,388 16.9% +Year ended December 31, 2024 +Supplier Background +Products/ +services provided +Purchase +amount +% of total +purchase +amount +Year of +commencement of +business relationship +(RMB in +thousand) +Supplier A Sugar supplier in Yunnan, China Sugar 62,436 5.1% 2019 +Supplier D A supplier of packaging materials for +food industry, located in Huangshan, +China +Packaging materials 36,644 3.0% 2013 +Supplier F A packaging material and printing service +supplier, located in Hangzhou, China +Packaging materials 26,896 2.2% 2013 +Supplier B A company engaged in sugar +manufacturing, sugar import, port +sugar refining, sugar sales and trade in +the domestic market, sugar +warehousing and logistics +Sugar 26,100 2.1% 2020 +Supplier G A prune supplier in Chile Prunes 25,832 2.1% 2022 +Total 177,908 14.5% +Year ended December 31, 2025 +Supplier Background +Products/ +services provided +Purchase +amount +% of total +purchase +amount +Year of +commencement of +business relationship +(RMB in +thousand) +Supplier G A prune supplier in Chile Prunes 56,924 3.9% 2022 +Supplier H A food ingredient and additive supplier +located in Shanghai, China +Auxiliary materials 48,771 3.4% 2023 +Supplier D A supplier of packaging materials for +food industry, located in Huangshan, +China +Packaging materials 40,687 2.8% 2013 +Supplier I A prune supplier in Chile Prunes 37,437 2.6% 2018 +Supplier C A prune supplier in Chile Prunes 28,678 2.0% 2022 +Total 212,497 14.7% +BUSINESS +–1 2 5– + + +--- page 135 --- +As of the Latest Practicable Date, none of o ur Directors, their associates or any of our +shareholders (who owned or to the knowledge of Directors had owned more than 5% of our issued +share capital) had any interest in any of our five largest suppliers. +Warehousing and Logistics +During the Track Record Period and as of the Latest Practicable Date, we operated our own +warehouse to store raw materials, work-in-progress and finished products. In addition, we also +leased a third-party warehouse to store finished products in preparation for peak seasons. During +the same period, the majority of our product transportation was provided by independent +third-party logistics service providers. We typi cally enter into service agreements with logistics +service providers with competent qualification, service ability and competitive price. Under our +standard agreements with our log istics service providers, we require them to promptly deliver our +products to designated customers. The risks relating to the transportation and delivery of our +products are transferred to the logistics service providers once they confirm receipt of the products +to be delivered. +Inventory Management +Our inventory turnover days were 181.7 days , 167.7 days and 198.2 days in 2023, 2024 and +2025, respectively. We regularly conduct on-site inspection distributors’ inventory level, enabling us +to monitor real-time inventory levels, facilitating o ur production planning and effectively mitigating +risks of overstocking or shortages. In addition, we dispatch designated personnel to conduct random +on-site inventory audits at distributor locations . These in-person inspections serve to verify the +authenticity of reported inventory levels while providing valuable insights into market sales trends +and inventory turnover efficiency. +FOOD SAFETY AND QUALITY CONTROL +Food safety and product qualit y is our top priority. Building on the requirements of ISO 22000 +and HACCP, we identify and evaluate food safety risks in each stage of production. We establish +critical control points, develop corresponding control measures and monitoring procedures, and +have achieved the globally recognized FSSC 22000 certification in October 2024 to standardize food +safety management across our supply chain. We h ave established a dedicated quality assurance +center with specialized teams for quality plannin g, quality engineering and supplier management. +The testing center has received CMA and CNAS certi fications and produces authoritative testing +reports that facilitate continuou s improvement in our quality management practices. During the +T r a c kR e c o r dP e r i o d ,w ed i dn o te x p e r i e n c ea n ymaterial incidents of food safety and product +quality problems. +Raw Material Quality Control +We have implemented a rigorous, multi-layered s upplier selection and evaluation process to +ensure the quality of our raw materials. We also c onduct sample testing with a 100% sampling rate +each year and perform annual reviews to continuously monitor our suppliers’ performance. Only +those suppliers who meet all our requirements are in cluded on our approved supplier list. Each batch +of raw materials delivered to our facilities undergoes stringent inspections be fore being accepted into +inventory. Our testing team conducts evaluation s on whether the sensory, physicochemical and +microbiological indicators of the raw materials meet both national regulatory requirements and our +internal procurement standards, covering, am ong others, food safety metrics, nutritional +components and accurate packaging labels. +BUSINESS +–1 2 6– + + +--- page 136 --- +Production Process Quality Control +We strictly adhere to GMP and SSOP standard s in our production facilities, following +standardized production processes and operating procedures. To prevent cross-contamination, we +closely regulate temperature, humidity and cl eanliness in our worksh ops. Guided by the HACCP +system, we identify critical control points such as sterilization temperature and metal detection, +record real-time data, and use automated alarms as necessary. We also employ intelligent production +equipment, including intelligent vision sorting machines, combination dynamic scales and fully +automated filling lines, to enhance product quality. To ensure compliance wit h relevant regulations +and our internal standards, we establish multipl e checkpoints throughout the production process +and conduct both regular and random hygiene inspections focused on critical factors such as +temperature, pressure and timing. Any non-confo rming products are immediately discarded, and +each incident is recorded for root-cause analysis and ongoing improvements to our quality control. +In addition to these technical procedures, we emphasize the importance of our employees in +maintaining a safe and consisten t production process. Employees a re required to maintain proper +personal hygiene, pass health examinations befo re employment, and follow strict sanitation and +dress code protocols. We also provide regular train ing on topics including quality control and food +safety to reinforce professional knowl edge and foster increased awareness. +Product Returns and Product Recalls +In accordance with our non-conforming product control procedure and product recall control +procedure, we regularly inspect products and manage any non-conforming items through testing and +disposal. If unsafe or potentially unsafe products are found to have been delivered to customers, the +relevant department will formulate a product recall plan promptly to recall the products and +categorize them based on the level of hazard. For emergency incidents, we have established reporting +and handling procedures, and we provide at leas t one food safety-related training annually to +relevant employees. During the Tr ack Record Period and up to the Latest Practicable Date, we did +not have any product recalls. +COMPETITION +According to Frost & Sullivan, the snack food industry in China is highly competitive. Several +segments within the snack food industry present g reat market opportunitie s. According to Frost & +Sullivan, the market size of the fruit snack indust ry in China by retail sales value increased from +RMB37.8 billion in 2020 to RMB52.0 billion in 2024 a t a CAGR of 8.3%, and is expected to further +reach RMB78.0 billion in 2029, with a CAGR of 8.6%. On the other hand, sour-flavored products, +particularly plum-based products, have been grow ing rapidly, primarily due to the evolving market +demand for products made with natural ingredie nts. We believe our brand recognition, product +development ability, sales chann el management ability and product ion and quality control ability +enable us to compete effectively against our comp etitors. According to Frost & Sullivan, in 2024 we +ranked first in China’s fruit snacks industry, with a market share of 4.9%. See ‘‘Industry Overview.’’ +SEASONALITY +The supply and demand for our products is subject to seasonal variations during harvest +periods of key raw materials, holidays and majo r shopping events. Our primary raw materials, +including plums, prunes and other fruits, are highl y seasonal in nature. During the harvest season for +plums, typically from late spring to early summer, we procure a substantial quantity of plums +sufficient for our annual production. In addition to the seasonal procurement, we experience +pronounced sales peaks during major holiday seasons and shopping events, such as Chinese New +Year, the 618 Shopping Festival and Double Eleven. These events lead to a surge in consumer +demand for our products, necessitating increased p roduction and the stockpiling of work-in-progress +and finished goods in advance. As a result, our inven tory levels for finished products, tend to rise +leading up to these periods. +BUSINESS +–1 2 7– + + +--- page 137 --- +INTELLECTUAL PROPERTY +As of the Latest Practicable Date, we registe red 42 invention and utility model patents, 40 +trademarks and 77 copyrights that are material to our business operations in China. See ‘‘Appendix +VI — Statutory and General Information — B. Fu rther Information about Our Business — 2. +Intellectual Property Rights of Our Group’’ for mo re details of our material intellectual property +rights. We seek to protect our intellectual property rights by registration of patents, trade secret +protection and confidentiality agreements execu ted with core employees and other third parties, +among others. As of the Latest Practicable Date, we did not have any outstanding material +proceedings in connection with infringement of intellectual property rights sued by any third party. +We were not aware of any threatened material procee dings or claims relating to intellectual property +rights against us. +INFORMATION TECHNOLOGY +Our key information technology sy stems primarily include: (i) e nterprise resource planning +(‘‘ERP’’) system to centralize and streamline our core business operations, encompassing +procurement, production, inventory management, sales and financial auditing; (ii) customer +relationship management (‘‘ CRM’’) system that integrates marketing, sales and service processes, +establishing an effective marketing management system and coordinating multichannel marketing +activities; (iii) office automation (‘‘ OA’’) system optimize our daily operation processes including +document sorting, process verification and huma n resources management; and (iv) cloud service +system to facilitate the communications with our customers and among our staff. During the Track +Record Period and up to the Latest Practicable Date, we had not experienced any information +technology system failure or downtime that had a material adverse effect on our business operations. +DATA PRIVACY AND SECURITY +In the course of our business operations, we may e ncounter certain personal data pertaining to +our end consumers, such as end consumers’ order information such as shipping addresses, contact +details, transaction records and payment data. More over, through collaborations with retailers and +distributors, we may access additional informati o nr e l a t e dt oo u re n dc o nsumers. We recognize the +importance of safeguarding personal data and ar e committed to handling all such information +responsibly and in accordance with applicable data protection laws. As confirmed by our PRC Legal +Advisor, we had complied with all applicable la ws and regulations relating to data privacy and +security during the Track Record Period and up to the Latest Practicable Date. +We have implemented a series of data protect ion policies and measures to ensure our +compliance with applicable laws and regulations re lating to personal data protection, sourcing, +storage and usage. Specifically: (i) we have develope d and publicly posted our privacy policies across +our official website, mobile applications, and online s tores. These policies cle arly outline the types of +personal data we collect, explain how and why such data is gathered, and specify the purposes for +which it is utilized; (ii) we process personal infor mation in strict adherence to specific and lawful +purposes, ensuring that our activities remain limited to the minimal scope necessary for achieving +those purposes. Additionally, we do not independently engage in automated decision-making or +algorithm-based recommendations; (iii) we prompt ly inform our customers whenever their personal +data is transmitted to third parties, providing det ails such as the identities of those parties, their +contact information, the types of personal data i nvolved, and the specific purposes behind the data +transmission; and (iv) we store certain personal information of our customers only for the limited +time necessary to support our business operations, s u c ha sp r o v i d i n gl o g i s t i c ss e r v i c e sa n dt r a c k i n g +orders. Furthermore, we have informed our customers that, upon their request through customer +services, we may desensitize their personal information. +BUSINESS +–1 2 8– + + +--- page 138 --- +EMPLOYEES +As of December 31, 2025, we had 1,917 full-time employees. The following table sets forth a +breakdown of our employees by employee function as of the same date: +Employee Function +Number of +Employees Percent (%) +Sales and Marketing 399 20.8 +Administration and Management 147 7.7 +R&D 29 1.5 +Production 1,342 70.0 +Total 1,917 100.0 +We have not experienced any significant labor disputes which have adversely affected or are +likely to have adverse effects on our business oper ations. We believe we have maintained a good +relationship with our employees and we did not h ave any material labor dispute during the Track +Record Period and up to the Latest Practicable D ate. During the Track Record Period, we did not +make adequate contributions and failed to make contributions to the social insurance and housing +provident funds with respect to certain of our employees as required by the relevant PRC laws and +regulations, see ‘‘— Licenses, Approvals and Permits — Non-compliance — Inadequate and +Third-Party Payment for Social Insurance and Housing Provident Funds.’’ +INSURANCE +Our primary insurance policies i nclude property insurances covering accidental loss for some of +our fixed assets and employer liability insurance . Our Directors believe that our insurance coverage +is in line with industry practice and standar d business practices of relevant countries. +ENVIRONMENTAL, SOCIAL AND GOVERNANCE +ESG Governance +We have established a three-tier environmen tal, social and governance (ESG) governance +structure, comprising of the Board, an ESG workin g group and an implementation level. The Board +holds ultimate responsibility for the ESG strategy and reporting. It monitors and approves our ESG +and climate-related management polic ies, strategies, targets and annual work, and regularly reviews +and monitors performance and p rogress towards our ESG targets. The Board also conducts an +annual review of our ESG policies to ensure their effectiveness and to foster a culture aligned with +our core ESG values. The Directors regularly attend ESG training to enhance their knowledge of +ESG governance. Our ESG working group, consisting of the chairman of the Board and senior +management and with a solid understanding of current ESG issues and our business, will report +directly to the Board on ESG matters. Key respo nsibilities of our ESG working group primarily +include: (i) regularly assess ESG risks in accordan ce with applicable laws, regulations and policies, +and implement mitigating measures t o ensure our ESG responsibilities a re fulfilled; (ii) monitor local +environmental, social and climate changes in the re gions where we operate and take timely measures +to mitigate risks during our daily business oper ations; (iii) collect, understand and respond to +stakeholders’ opinions on significant ESG matters th rough appropriate channels; and (iv) routinely +prepare ESG reports, report to th e Board on our ESG performance and the effectiveness of our ESG +policies, and provide recommendat ions to the Board on ESG matters. +Materiality Assessment +A materiality assessment has been conducted to gain a deeper understanding of our +stakeholders’ needs and expectations. We have engaged an independent ESG consultant to assist +in conducting a materiality assessment in accord ance with Appendix C2 of the Main Board Listing +BUSINESS +–1 2 9– + + +--- page 139 --- +Rules of the Stock Exchange. This involves a questionnaire to gather stakeholders’ concerns and +expectations, which helped us determine mater ial issues. The materiality assessment process +primarily include: (i) identify potential material ESG issues that may impact o ur business or related +parties based on our development; (ii) invite st akeholders (Directors, senior management, +employees, suppliers and partners) to participate in the questionnaire to express their concerns on +each potential material issue; (iii) analyze the results from the questi onnaire and prioritize potential +material issues; and (iv) review and confirm the material issues by the management for further +actions and disclosures. +Based on the results of our materiality assessme nt, the following topics have been identified as +highly material: product quality and safety, product health and nutrition, anti-corruption, business +ethics, waste management, compliance operations, occupational health and safety, employee rights, +and intellectual property protection. We remain committed to upholding the highest standards in +these areas by strictly complying with all applicable laws and regulations, maintaining robust quality +and food safety management systems to deliver safe, reliable and high-quality products, using +natural ingredients to offer healt hier and functional options, imple menting effective anti-corruption +and business ethics framework s, responsibly managing waste to minimize environmental impact, +ensuring occupational health and safety, providing competitive remuneration, benefits and training +to support talent retention and development, and pr oactively safeguarding our intellectual property +rights. +Environmental and Social Issues +Energy and Emission Management +We formulated the energy conservation and re sources management guidelines. The energy +sources consumed by us primarily include electricity, light diesel and natural gas. We have +implemented measures to reduce energy consumption and greenhouse gas (GHG) emissions, +including: (i) set and manage the temperature and operating time of air conditioners, and control +and maintain their operational status; (ii) manage the lighting schedules in each department to avoid +unnecessary long-term lighting; (iii) record and co llect data on the consumption of electricity, fuel +and gas; (iv) ensure that all energy and resources suppliers have appropriate qualifications in line +with our related-party environmental aspects ma nagement procedure; and (v) evaluate the energy +consumption performance and environmental requirements of new equipment during the +procurement process. +Water Management +We implement measures to conserve water, enha nce water efficiency and manage the treatment +and discharge of sewage, including: (i) regularly c heck the operating status of the water pipelines and +promptly repair any leaks; (ii) regularly insp ect water supply systems and equipment such as +submersible pumps and fans at sewage treatment s tations to ensure their normal operation; (iii) +reasonably limit the discharge volume of circulating w ater to control water consumption; (iv) strictly +prohibit the disposal of oil products, chemical waste liquids, residua l oil, leftover food and +phosphorus-containing detergents into the pipe network; and (v) conduct external monitoring of +wastewater discharge and implement corrective and preventive measures in the event of any +abnormalities. +Waste Management +We are committed to minimizing waste generati on and enhancing disposal and recycling +practices across our offices and factories in accordance with our solid and hazardous waste +management guidelines. We strive to reduce pollu tion and promote responsible and sustainable +consumption by strictly complying with applicable laws and regulations, adopting the principles of +reduce, detoxify and utilize for solid waste, correct ly classifying and storing all waste types in line +with the National Hazardous Waste List and our int ernal classification ta ble, maintaining clear +BUSINESS +–1 3 0– + + +--- page 140 --- +signage and secure leak-proof containers with prompt spill response, conducting regular cleaning +and scheduled collections, and engaging qualified p rofessional units for the safe transshipment and +recycling of hazardous waste. +Use of Sustainable Packaging Materials +We attach great importance to packaging development and management and are committed to +promoting sustainable packaging through lightwe ighting and enhanced recyclability. We optimize +packaging structures from the design stage by adopting advanced materials, such as high-stiffness PE +to reduce thickness and VMCPP to decrease film laye rs, thereby lowering pla stic consumption, while +strengthening the compressive resistance of pape r barrels to reduce paper and carton usage. Over +80% of our inner soft packaging (by SKU) and all hard plastic packaging and shipping cartons +utilize recyclable materials, primarily PP and PE pla stics. We have established a target to reduce the +intensity of non-recyclable materials by 5% within ten years, with 2024 as the base year. +Metrics +Outlined below are the key environmental perfo rmance indicators for our offices, production +plants and plum farms. Our GHG inventories are co nducted in accordance with the ‘‘How to Prepare +an ESG Report — Appendix 2 : Reporting Guidance on Environmental KPIs’’ published by the +Stock Exchange. +Year ended December 31, +2023 2024 2025 +GHG emission +Scope 1 (Direct emission) (tCO 2e)(1) 2,022.48 1,171.17 1,118.41 +Scope 2 (Indirect emission) (tCO 2e)(2) 7,490.39 10,395.00 11,819.32 +Total GHG emission +(Scopes 1, and 2) (tCO 2e) 9,512.87 11,566.17 12,937.72 +Total GHG emission intensity (tCO 2e/million +RMB revenue) 7.20 7.16 7.56 +Resources Consumption +Electricity consumption (kWh) 13,934,108.47 19,324,593.43 21,962,243.00 +Electricity intensity (kWh/million RMB +revenue) 10,539.84 11,958.15 12,837.93 +Water (m +3) 461,623.00 614,398.36 536,438.00 +Water intensity (m 3/million RMB revenue) 349.17 380.19 313.57 +Gasoline (L) 187,417.41 184,903.05 175,179.30 +Diesel oil (L) 154,882.29 165,602.26 135,822.17 +Natural gas (m +3) 510,600.00 109,644.00 133,070.00 +Liquefied Petroleum Gas (kg) 1 ,140.00 1,140.00 1,280.00 +Waste +Non-hazardous waste (kg) 27,330.00 27,513.00 27,442.00 +Non-hazardous waste intensity (kg/million +RMB revenue) 20.67 17.03 16.04 +Notes: +(1) Direct GHG emissions from sources controlled or o wned by us, including fossil fuel combustion from both +stationary and mobile sources, as we ll as refrigerant gas leaks, are categorized as Scope 1 emissions. +(2) Scope 2 emissions are indirect and primarily aris e from the consumption of purchased electricity. +BUSINESS +–1 3 1– + + +--- page 141 --- +In 2024, our GHG emission intensity as well as electricity and water usage intensities were 7.16 +tCO2e per million RMB of revenue, 11 ,958.15 kWh and 380.19 m 3 per million RMB of revenue, +respectively, which were lower than the peer average of 27.78 tCO 2e per million RMB, 25,229.68 +kWh and 606.76 m 3 per million RMB of revenue, respectively. +Targets +We have established environmental goals aime d at reducing our GHG emissions, electricity +consumption and water consumption. We aim to redu ce total GHG emission intensity, electricity +consumption intensity and water consumption intensity by 10% each within ten years, with 2024 as +t h eb a s ey e a r . +Climate Change +The Board holds full responsibility for overseei ng climate-related management. We prioritize +climate change management and are fully aware o f the physical risks posed by shifting climate +patterns and extreme weather events, as well as the transition risks associated with the move towards +a low-carbon economy. To address these challenges , we have identified and evaluated climate risks +and opportunities across short-term (within thr ee years), medium-term (three to ten years) and +long-term (over ten years) horizons. +The following table sets forth the main physical risks identified and our response measures: +Risk type +Potential risks +(timeframe; +risk level) +Potential impacts on business, strategy +and finance Response measures +Acute +physical risk +Flood/Cyclone +(short term; +low risk) +. Extreme weather poses risks to +green plum growth, potentially +causing supply shortages and +higher costs. +. Food supply chain disruptions +and damage may drive up costs. +. Adverse weather may hinder +employee commuting, disrupting +operations. +. Buildings, equipment, and assets +are at risk of weather-related +damage. +. Maintain orchard drainage by +cleaning ditches regularly to +ensure adequate capacity. +. Broaden the product range to +minimize the impact of green +plum yield fluctuations on +operations. +. Regulate raw material supply +processes and establish related +policies to ensure food safety. +. Develop safety measures and +emergency plans to protect +employees. +. Diversify the sources of supply +chain to strengthen resilience. +. Build on higher ground and +adhere to strict construction +standards. +Chronic +physical risk +Extreme temperature +(long term; low risk) +. Warm winters reduce green plum +yields, which may affect the +supply of plum. +. Infrastructure may face damage +or reduced lifespan due to +extreme heat. +. Use artificial pollination to +reduce the effects of extreme +temperatures on yields. +. Install energy-efficient cooling +systems to maintain +infrastructure temperatures. +Water scarcity (long +term; low risk) +. Winter drought may threaten +green plum yields, which may +affect the supply of plum. +. C l i m a t ec h a n g ew o r s e n sw a t e r +scarcity, which may affect supply +and increase cost. +. Use manual irrigation to combat +the impact of drought on yields. +. Implement water-saving +measures to reduce usage, +manage costs, and address water +shortages. +BUSINESS +–1 3 2– + + +--- page 142 --- +The following table sets forth the main transitio n risks identified and our response measures: +Risk type +(timeframe; risk level) +Potential impacts on business, +strategy and finance Response measures +Policy and regulatory risk +(medium to long term; +low risk) +. With stricter global climate +regulations, we need to +comply with more rigorous +climate related guidelines. +. Non-compliance with +regulations may affect +business operations. +. Monitor policy and +regulatory changes, ensure +compliance, and mitigate +risks. +. Incorporate environmental +factors into the Company’s +long-term planning. +Technological risk +(medium to long term; +medium risk) +. Implementing low-carbon +upgrades may increase costs. +. Upgrade to low-carbon +technologies, such as green +factories to improve energy +efficiency and reduce costs. +Reputational risk +(medium to long term; +low risk) +. Investors and stakeholders +demand transparency in +climate-related information, +and delays or incomplete +disclosures may impact +financing. +. Increase transparency through +enhanced climate information +disclosure. +Market risk (medium to +long term; low risk) +. Customers prioritize +sustainability and favor +low-carbon businesses; +failure to adjust strategies +c o u l dl e a dt oal o s so f +market share. +. Develop sustainable +strategies, strengthen +environmental governance, +and boost eco-investment to +meet customer expectations. +Society +We strictly comply with the Labor Law of the People’s Republic of China ( 《中華人民共和國勞 +動法》) and the Law of the People’s Republic of China on Labor Contracts ( 《中華人民共和國勞動合 +同法》) and other labor-related laws and regulations . We recruit employees in accordance with the +principles of openness, transparency, equal comp etition and merit-based selection as stipulated in +our employee handbook. As of December 31, 2025 , we had a total of 1,917 employees, with 57% +being male and 43% female. +New employees must pass our verification of educa tional qualification, professional experience +and other relevant information, after which we si gn a formal employment contract specifying the +rights and obligations of both parties and other nec essary information. We prohibit child and forced +labor. +Employee Training and Development +We regard our employees as our most valuabl e assets and are committed to their long-term +development and well-being. We offer comprehensive training through diverse platforms, including +new employee programs, job skills enhancement, mana gerial development, qua lification training and +on-the-job academic programs, supported by annual training needs assessments and the Liuliumei +Business School for internal talent cultivation, consulting services and external training to suppliers +and franchisees, alongside a structured monthly, semi-annual and annual performance appraisal +system and dual administrative and professional career paths to support promotions and continuous +improvement. We implement an incentive-based r emuneration system and comprehensive welfare +benefits aligned with operating conditions, industry standards and individual performance, while +upholding stringent occupational health and safety standards through robust policies, mandatory +safety training, risk assessments, hazard identification, position-specific operating procedures and +regular inspections to prevent accidents and ensure a safe working environment. +BUSINESS +–1 3 3– + + +--- page 143 --- +PROPERTIES +Our headquarters office is located in Wuhu, Anhui Province, the PRC. We own and lease +properties in China. As of the Latest Practicable Date, all of our production plants were located in +Chinese Mainland. As of December 31, 2025, none of the properties held or leased by us had a +carrying amount of 15% or more of our consolidated total assets. According to section 6(2) of the +Companies (Exemption of Companies and Prospect uses from Compliance with Provisions) Notice, +this prospectus is exempt from the requirements of section 342(1)(b) of the Companies (Winding up +and Miscellaneous Provisions) Ordinance to include all interests in land or buildings in a valuation +report as described under paragraph 34(2) of the Third Schedule to the Companies (Winding up and +Miscellaneous Provisions) Ordinance. +Owned Properties +As of the Latest Practicable Date, we owned 21 properties in China with an aggregate floor +area of approximately 288,042.0 sq.m. for which we obtained the relevant title certificates, which +were primarily used for production and office purposes. As of the Latest Practicable Date, we also +obtained the land use right for 29 parcels of lan d with a site area of 736,256.7 sq.m. for which we +obtained the relevant title certificates, which we re primarily used for production purpose. As of the +same date, we also obtained the contracted management right ( 承包經營權)f o ro n ep a r c e lo f +collectively-owned land ( 集體土地) with a site area of 272.00 mu. In addition, on January 15, 2025, +we entered into a state-owned construct ion land use right assignment agreement ( 國有建設用地使用 +權出讓合同) with the local government authority, pursuant to which we are entitled to the land use +right to a parcel of land located in Wuhu, Anhu i, with a site area of 12,003.91 sq.m. upon full +payment. As of the Latest Practicable Date, we h ad made full payment of the land grant fee for the +s t a t e - o w n e dc o n s t r u c t i o nl a n du s er i g h tw i t ha narea of 12,003.91 sq.m. located in Jinghu District, +Wuhu City and were in the progress of obta ining relevant title certificates. +We did not obtain the relevant title certificate s for certain of our owned properties in Fujian. In +addition, we commenced the production at our plum processing facility for sun-drying and pickling +in Guangxi without completing the filing o f the inspection and acceptance check ( 竣工驗收備案)w i t h +relevant authorities. In Fujian, we began utilizing a b uilding for employee dormitory and cafeteria +purposes prior to completing the filing of final inspection and acceptance check with relevant +authorities. As of the Latest Practicable Date , we had completed the acceptance check and had +obtained title certificate for the said facilities in Fujian. See ‘‘— Licenses, Approvals and Permits — +Non-compliance — Title Defects of the Plum Sorti ng Facility and Sun-drying Facility in Fujian,’’ +‘‘— Licenses, Approvals and Permits — Non-comp liance — Incomplete Acceptance Check for the +Plum Processing Facility in Daxin, Guangxi ’’ and ‘‘— Licenses, Approvals and Permits — +Non-compliance — Incomplete Acce ptance Check for Employee Dormitory in Fujian,’’ respectively. +Leased Properties +As of the Latest Practicable Date, we leased 20 properties in China with an aggregate floor area +of 5,608.99 sq.m., which were primarily used as offi ces and employee dormitories. For details about +title defects and inconsistent usage in relation to our leased properties, see ‘‘— Licenses, Approvals +and Permits — Non-compliance — Title Defects and I nconsistent Usage of Leased Properties.’’ +LICENSES, APPROVALS AND PERMITS +In accordance with the laws and regulations i n the jurisdictions in which we operate, we are +required to obtain various licenses and regulatory approvals to operate our business. See +‘‘Regulatory Overview.’’ As of the Latest Practicable Date, save as disclosed below, we obtained +all necessary licenses that are material to our bus iness operations from the relevant government +authorities and such licenses are valid and subsis ting. Our Directors do not expect any impediment in +the renewal of our licenses. +BUSINESS +–1 3 4– + + +--- page 144 --- +Non-compliance +Incomplete Acceptance Check for the Plu m Processing Facility in Daxin, Guangxi +We commenced the production at our plum proces sing facility in Guangxi without completing +the filing of the inspection and acceptance check ( 竣工驗收備案) and other required procedures with +relevant authorities because we are still in the proc ess of constructing other ancillary facilities on the +same site. The plum processing facility in Guan gxi is involved in the construction of multiple +facilities in different phases, and our original plan w as to construct ancillary facilities for fire safety +and complete the acceptance check once all facilitie s were constructed. After constructing certain +production facilities, we commenced production in response to the rising consumer demand. This +production arrangement addressed the immediate mar ket needs and alleviated production shortages. +The remaining ancillary facilities were scheduled to be constructed in accordance with our overall +construction plan. During the COVID-19 pandemic , recurring outbreaks and heightened investment +risks prompted us to revisit our remaining ancillary facilities’ construction plans. As a result, the +construction of several ancillary facilities in Guangxi , including the planned fi re safety infrastructure +at our plum processing facility, was deferred. As of the Latest Practicable Date, we had completed +the construction of the fire safety infrastructu re and we were in acceptance check process. We have +completed the construction of ancillary facilit ies. This facility was estimated to account for +approximately 4% of our total owned properties as of the Latest Practicable Date. According to +Regulations on the Administration o f Quality of Construction Works ( 《建設工程質量管理條例》), +for construction projects that have not completed a cceptance check and are delivered for use without +authorization, the relevant competent authorities shall order rectification and impose a fine of not +less than 2% and not more than 4% of the contract p rice of the project. The maximum fine that can +be imposed upon us due to our operations without the acceptance check is RMB651,100. We put this +facility into operation, which is mainly used for th e certain steps of the preliminary processing of our +dried plum snacks, including pickling and sun-dr ying. We then transfer these work-in-progress to +our production plants for producing the finished goods. We have conducted interviews with relevant +competent authorities, which confirmed that they will not order us to suspend our current operations +and production on the facility, and will not impos e administrative penalties on us for the failure to +complete the acceptance check and other required procedures. The relevant competent authorities +further confirmed in the interview that there i s no material impediment for us to complete the +acceptance check and other required procedures to obtain the title certificate once we finish the +construction of the ancillary facilities on the sa me site, as we had obtained all the other required +approvals. +According to the Certificate issued by the relevant competent authority, this plum processing +facility is a project formally accepted by our Bureau for filing and supervision. Since the +commencement of its construction, there has b een no administrative penalty imposed for any +violation of housing construction or building e ngineering management laws, regulations, or +normative documents, and no quality or safety accidents have occurred. Furthermore, the Certificate +confirms that we do not have any potential or ongoing disputes, controversies, or lawsuits with +Bureau concerning ho using construction or building enginee ring of this facility, nor are there any +records of complaints or any other forms of claims regarding this facility. +In addition, in October 2025, we engaged Guangxi Jingtai Engineering Co. Ltd., a professional +firm specializing in fire safety system design, in stallation, consulting and the maintenance and +inspection of fire safety equipment, to conduct an i ndependent review of our plum processing facility +in Guangxi (the ‘‘ Fire Safety Consultant ’’). This review included comprehensive on-site inspections, +testing and evaluation of key fire safety aspects. The Fire Safety Consultant is of the view that (i) all +major fire protection systems were fully compliant wi th all relevant national and local standards and +regulations; (ii) no non-conformities were identif ied in any of the systems inspected; (iii) all tested +equipment and installations met the required techni cal and operational standards; (iv) the facility’s +fire safety provisions are appropriate for its intended use and occupancy; and (v) the fire safety +systems are properly installed, cl early marked and well maintained. +BUSINESS +–1 3 5– + + +--- page 145 --- +Based on the foregoing, our PRC Legal Advisor believes that the risk of us being ordered to +cease the operations and production at the proce ssing facility or being imposed of administrative +penalties is low. In addition, du e to the abundance of similar facilities in our operating region, we +can readily identify and relocate to alternative preliminary processing facilities. As a result, we do +not expect that our business, financial position or results of operations will be subject to material +adverse impact due to the relocation. +Moreover, according to our PRC Legal Adviso r, our plum processing facility in Guangxi is +categorized as a general fire safety grade building that only needs to meet basic fire safety +requirements. Additionally, since this facility primarily engages in water-based processing and +contains no flammable or combustible materials, th e risk of fire hazards is significantly minimized. +As a result, the overall fire safety risk of the f acility remains low and satisfies the applicable +regulatory requirements. +Incomplete Acceptance Check for Environmental Pr otection Facilities for the Plum Processing Facility +in Guangxi +As of the Latest Practicable Date, we are prepar ing the application for the acceptance check of +the Completed Environmental Protection Facilitie s for the same plum processi ng facility in Guangxi. +Prior to passing the environmental protection acceptance, we ensure that production emissions +comply with all applicable laws and regulations. According to Article 23 of the Regulations on +Environmental Protection of Construction Projects (‘‘ 建設項目環境保護管理條例’’), where a +construction project is put into production or use without constructing required environmental +protection facilities, co mpleting the environmental protect ion acceptance check, or failing the +acceptance check, the environmental protection administrative department at the county level or +above shall order the entity who owns the project t o rectify within a specified time period and impose +fines ranging from RMB200,000 to RMB1,000,000. If the entity fails to rectify within the given time +frame, fines ranging from RMB1,000,000 to RMB2,000,000 shall be imposed, and fines ranging +RMB50,000 to RMB200,000 shall be levied on the person in charge and other responsible +individuals. The maximum fine that can be impos ed on us is RMB1,000,000. In cases of severe +environmental pollution, the entity may be order ed to cease production or use of the project, or, +upon approval from the relevant government aut hority, be ordered to shut down the project. +Based on the Environmental Impact Assessment (‘‘ EIA’’) approval issued by the Daxin County +Ecology and Environmental Bureau, our Guangxi production facility must process wastewater at +our on-site facility before discharging it to the Taocheng Town Industrial Park’s (‘‘ Industrial Park ’’) +sewer network and wastewater processing plant. Si nce the Industrial Park’s wastewater processing +facilities are not yet operational, and our current production processes do not involve massive +wastewater discharge, the Bureau approved our phased environmental protection measures in +December 2024. Under our phased environmental p rotection measures, ou r facility is allowed to +temporarily store wastewater on-site, and we imp lemented certain environmental protection +measures such as optimizing production methods and reducing wastewater generation until the +Industrial Park’s plant becomes o perational, thereby ensuring our compliance with the relevant +requirements by the governmental authority. Once t he Industrial Park’s plant begins operations, we +will complete our wastewater processing facilit ies and obtain the environmental protection +acceptance check. Additionally, we agree to upgr ade our wastewater processing facilities to meet +the heightened wastewater discharge requir ements if we expand the production at our plum +processing facility in Guangxi. +BUSINESS +–1 3 6– + + +--- page 146 --- +According to our PRC Legal Advisor, since we implemented the agreed phased environmental +protection measures and complied with the wastewater disposal requirements by the governmental +authority, we are allowed to continue our operat ional activities at the production facility in +Guangxi, and the risk of us being subject to any m aterial administrative penalties by relevant +governmental authorities before completing the acceptance check is low. In addition, we are in the +process of constructing the required wastewater processing facilities. We ensure that our current +production processes and wastewater discharge fully comply with all environmental protection +requirements of the relevant governmental authorities. As our production expands, we plan to +promptly construct any necessary environmenta l protection facilities, obtain the required +environmental approvals and comply with the regu latory requirements in all respects. According +to our PRC Legal Advisor, upon the construction completion of our required environmental +protection facilities and the construction comple tion of the Industrial Park’s wastewater processing +plant, there is no material legal impediment for us to complete the required acceptance check, as we +had obtained all the other required approvals. Addi tionally, we may readily find alternative sites for +the preliminary processing, we do n ot expect that our business, fi nancial position or results of +operations will be subject to material adverse impact due to the relocation. +Incomplete Acceptance Check for Employee Dormitory in Fujian +In Fujian, we began utilizing a building for employ ee dormitory and cafeteria purposes prior to +completing the filing of the inspect ion and acceptance check with rele vant authorities. This building +is being used in a limited capacity before we complete construction of other ancillary facilities for +fire safety on the same site. According to the Re gulations on the Administration of Quality of +Construction Work, the relevant competent authorities may order us to rectify and impose fines on +us. The maximum fine that can be imposed on us is RMB204,000. According to our PRC Legal +Advisor, we were not imposed any penalties by the authorities. +The building has undergone routine fire safety inspections and shows no hidden fire safety +hazards. According to our fire safe ty consultant, it meets the relevant fire safety standards, and its +ancillary fire safety facility serves merely as a co ntingency measure in case of disruptions to the +municipal water supply that feeds the on-site fire h ydrants. Consequently, t he building’s overall fire +safety risk is low, and its existing infrastructu re is deemed sufficient to ensure firefighting +capabilities in the event of an emergency. As of the Latest Practicable Date, we had completed the +construction of these ancillary facilities on the s ame site and had received the acceptance check for +these facilities. As of the same date, we had obtained the title certificate of the said facilities. As +advised by our PRC Legal Advisor, the said facilit ies are in compliance with the relevant laws and +regulations. +Title Defects of the Plum Sorting Facility and Sun-drying Facility in Fujian +A so ft h eL a t e s tP r a c t i c a b l eD a t e ,w ew e r en o ta ble to obtain the relevant title certificates for +certain owned properties situated on two parcels of land for which we had land use right. The land +was on the urban-rural transition zone. We acquir ed the land use rights for these two parcels of land +in 2009 and 2017, and the properties on them were co nstructed prior to our acquisition of the land +use rights. These properties were primarily used as a sun-drying facility. The floor area of these +properties accounted for approximately 3% of our total owned properties as of the Latest +Practicable Date. The sun-drying facility account s for 6.9% of our total sun-drying space as of the +Latest Practicable Date. We acquired the land with s uch buildings that lacked the title certificates at +the time, and these properties constructed prior t o the enactment of the Urban and Rural Planning +Law ( 城鄉規劃法), when the regulatory procedures for self-build properties were not yet fully +established. As such, these properties were built without proper planning approval documents, and +we inherited these title defects in our capacity a s a subsequent purchaser. We are unable to obtain +the relevant title certificates for these properti es as the regulatory environment had substantially +changed, and we are unable to retrospectively compl ete the required procedures and secure valid title +certificates. As advised by the PRC Legal Advisor, the relevant competent authorities may order the +construction entity to demolish the buildings or stru ctures, and confiscate the buildings or structures +BUSINESS +–1 3 7– + + +--- page 147 --- +or any income illegally earned from such buildings or structures; and/or impose a fine of not more +than 10% of the construction cost. During the Track Record Period and up to the Latest Practicable +Date, the relevant competent authorities neither required us to demolish our properties, nor ordered +us to suspend our operations, nor imposed any fines on us. According to our PRC Legal Advisor, +government authorities inspected our daily opera tions from time to time, including fire safety and +environmental protection measu res, and, based on the Certificat e for No Illegal and Irregular +Conduct ( 無違法違規證明) issued by the relevant competent authority, we did not receive any +penalties and meet the relevant fire safety standards during the Track Record Period. Considering +that (i) the area of these propert ies represented an insignifican t portion of the total area of our +properties as of the Latest Practicable Date; and ( ii) we may readily find alternative properties for +sun-drying if necessary, and we estimate that fully outsourcing the sun-drying process would cost +approximately RMB350,000 annually, based on our c urrent lease with a third-party sun-drying +facility, the Directors are of the view that even if demolition were ordered, it would not have a +material adverse impact on our business, financial conditions and results of operations. +Title Defects and Inconsistent Usage of Leased Properties +Pursuant to the applicable laws and regulations in China, property lease agreements for leased +buildings must be registered with the relevant real e state administration bureaus in China. As of the +Latest Practicable Date, we had not registered the l ease agreements for nine of our leased properties +with the relevant competent authorities in accordan ce with applicable laws and regulations in China. +Our PRC Legal Advisor advised us that the lack of registration does not affect the validity and +enforceability of the lease agreements, but we may be subject to fines from RMB1,000 to RMB10,000 +for each such lease agreement for failure to register. +As of the Latest Practicable Date, lessors of five out of our 20 leased properties with an +aggregate gross floor area of 1,296.45 sq.m. failed to provide us their property ownership certificates +or proof of authorizations from the property owners. Additionally, as of the same date, the actual +use of two out of our 20 leased properties with an aggregate gross floor area of 140.76 sq.m. did not +fit into the prescribed scope of usage shown on the rel evant certificates. We currently use these leased +properties as the office premises while their permi tted usage under the relevant title certificates is +residential purposes. As advised by our PRC Le gal Advisor, for the leased properties that were +subject to title defects or with inconsistent usage , the property owners and the relevant lessors shall +take the responsibility to obtain valid title certifi cates and ensure the actual usage complies with the +prescribed usage of the properties. As the tenants, we would not be subject to any administrative +penalties pursuant to the relevant laws and regulati ons. However, if any of these leases is terminated +as a result of challenges by third parties, we may not be able to continue to use the properties. +Nevertheless, considering these properties’ use s, we believe there is a sufficient supply of similar +properties and do not expect any material adve rse effect on our business due to these potential +terminations and the potential costs of relocati on would not have a material adverse effect on our +daily operation. +Inadequate and Third-party Payment for Social Insurance and Housing Provident Funds +During the Track Record Period, we did not make adequate contributions and failed to make +any contributions to the social insurance and housing provident funds with respect to certain of our +employees as required by the relevant PRC laws and regulations, primarily because (i) certain +employees whose social security accounts had not been suspended or closed by their previous +employer; (ii) certain employees prefer to participa te in the rural social security contribution plans in +their resident places or their ho metowns; (iii) certain employees have already participated in the +social security programs in other cities and (iv) certain employees were unwilling to pay the social +insurance and housing provident funds in full as it requires additional contributions from our +employees. The shortfall of social insurance and housing provident fund contributions amounted to +approximately RMB5.0 million, RMB5.2 million and RMB4.9 millio n in 2023, 2024 and 2025, +respectively. In addition, during the Track Reco rd Period, we engaged third-party agencies to pay +social insurance and housing provident funds for certain employees because (i) these employees +BUSINESS +–1 3 8– + + +--- page 148 --- +voluntarily requested us to pay their social insurance and housing provident funds at different +locations and (ii) we have not established subsidi aries or branches at certain cities where we have +employees. The social insurance and housing provident contributions made by the third-party +human resource agency amounted to RMB1.4 m illion, RMB1.5 million and RMB1.2 million in 2023, +2024 and 2025, respectively, and the shortfall of such contributions in the respective year amounting +to RMB83.6 thousand, RMB81.8 thousand and RMB127 thousand. +As advised by our PRC Legal Advisor, pursuant t o applicable PRC laws and regulations, if an +employer fails to make social insurance contribution s in full, the relevant authorities could order the +employer to pay, within a prescribed time limit, t he outstanding amount with an additional late +payment penalty at the daily rate of 0.05%, a nd if the employer fails to make the overdue +contributions within such time limit, a fine equal t o one to three times the outstanding amount may +be imposed. Additionally, pursuant to applicable PR C laws and regulations, if the employer fails to +register and establish an account for housing provident fund contributions, the authority could order +the employer to correct it within a prescribed t ime limit, where failure to do so at the expiration of +the time limit shall result in a fine of not less than RMB10,000 nor more than RMB50,000 being +imposed. Where an employer is overdue in the payment and deposit of, or underpays, the housing +provident fund, the authority could order it to make the payment and deposit within a prescribed +time limit, and where the payment and deposit has not been made after the expiration of the time +limit, an application may be made to a court in Chin a for compulsory enforcement. In addition, +pursuant to the Supreme People’s Court’s Interpre tation (II) on Issues Concerning the Application +of Law in the Trial of Labor 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)), we may face the risk of employees seeking ter mination of the labor contract and claiming +economic compensation. See ‘‘Regulatory Over view — Regulation Relating to Labor and Social +Security.’’ +Our Directors believe that the incident descr ibed above would not have a material adverse +effect on our business, financial condition and results of operations, considering that during the +Track Record Period and up to the Latest Practicab le Date, (i) based on the interview with relevant +government authorities, in practice they typica lly do not proactively pursue the collection from or +impose administrative penalties on companies, and they generally will initiate investigations if they +receive complaints from employees; (ii) based on the Certificate for No Illegal and Irregular Conduct +(無違法違規證明) and the confirmation issued by the relevan t competent authorities, and as advised +by our PRC Legal Advisor, we did not receive any notification from the r elevant authorities +requiring us to pay for the shortfalls with respect to social insurance and housing provident funds, +nor did we receive any administrative penalties fr om relevant competent authorities; (iii) we have +confirmed that no material administrative penal ty was imposed on us with respect to the payment of +social insurance and housing provident funds as of t he Latest Practicable Date. We undertake that if +we receive a notice from relevant authorities requiring us to rectify, pay or make up social insurance +and housing provident funds within a specified period, we will promptly comply with the +requirements of such notice. +In addition, our Directors are of the view, and our PRC Legal Advisor concurs, that the New +Judicial Interpretation will not have a material ad verse effect on our business, financial condition or +results of operations, taking into account that : (i) the implementation of the New Judicial +Interpretation will not affect our c ompliance status; (ii) the New Ju dicial Interpretation does not +create any new basis for reassessing contribution sh ortfalls or exposing us to increased penalties; (iii) +no employee has brought a lawsuit or arbitration in respect of payment of social insurance; and (iv) +any shortfall in social insurance or housing provident fund contributions has been accounted for in +our shortfall calculations. +Furthermore, those employees, for whom we engaged third-party agencies to pay social +insurance and housing provident fund contributio ns, have provided written confirmations stating +that they had authorized us to engage a third-party agency to pay their salaries and individual +income tax, and that we had fulfilled the obligation t o make social insurance and housing provident +fund contributions on their behalf. +BUSINESS +–1 3 9– + + +--- page 149 --- +Based on the foregoing, our PRC Legal Advisor is of the view that the likelihood that we would +be required by relevant authorities to pay the shortfall for social insurance and housing provident +fund contributions or being subject to administr ative penalties due to our failure to make any +payment, make full payment or engage a third-party agency to pay social insurance and housing +provident fund contributions within the stipulate d period for our employees is relatively remote. As +a result, we had not made any provision for the shortfall in our social insurance and housing +provident fund contributions during the Track Record Period and up to the Latest Practicable Date. +During the Track Record Period and up to the Late st Practicable Date, save as disclosed in this +prospectus, we had not been and were not involved in any material non-compliance incident in +relation to social insurance and housing provident funds that have led to fines, enforcement actions +or other penalties that could, individually or in the aggregate, have a material adverse effect on our +business, financial condition and results of operations. +Rectification and Internal Co ntrol Measure Enhancements +We intend to make social insurance and housing provident fund contributions in accordance +with the applicable laws and regulations progress ively going forward. Further, we expect to fully +rectify and make full payment of any outstanding a mount within five years after the Listing, or if +requested by the relevant authorities. To further ensure compliance of our social insurance and +housing provident contributions, we have impleme nted robust internal control measures, which +primarily include: (i) maintaining open commu nication with employees to ensure that social +insurance and housing provident fund contributions are made in accordance with the legal +requirements; (ii) establishing a dedicated inte rnal control team responsible for continuously +monitoring compliance with social insurance and housing provident fund requirements and for +implementing any necessary corrective or improveme nt measures; (iii) regularly monitoring updates +to PRC laws and regulations relating to social insurance and housing provident funds and promptly +adjusting our policies to ensure ongoing complianc e; and (iv) establishing online and offline systems +to allow employees to review their individual con tribution records and an offline channel to report +any discrepancies. All inquiries are reviewed, ver ified, and addressed within three business days. +In addition, we have engaged an independent internal control consultant (the ‘‘ IC Consultant ’’) +to review the overall adequacy of our risk management and internal control systems across major +business operations of our Group and the other relevant procedures, systems and controls, including +accounting and management systems, that we have established. Based on (i) the agreed review scope +and work procedures, (ii) rectification of all iden tified deficiencies, and (iii) the IC Consultant’s +follow-up review of our enhanced risk management and internal control systems, no material +deficiencies were identified in the follow-up review. +Our Directors are of the view that our internal controls are adequate to ensure that all future +owned properties will secure the requisite acceptance checks and complete the construction of +necessary fire safety and environmental protection facilities. In particular, we have completed the +construction of ancillary facilities for fire safe ty required for acceptance checks of No. 17 plant +building at Guangxi Liuliu and such acceptance ch ecks were in process. We had not received any +administrative penalties for failing to complete s uch processes during the Track Record Period and +up to the Latest Practicable Date. Additionally, w e actively monitors regulatory requirements for +existing properties and any properties that it plans to construct in the future, ensuring that all +necessary approvals and acceptance checks are obtained before such properties are put into use. On +the basis that (i) we had established a well-define ds y s t e mt ot r a c ka n du p d a t er e l e v a n tr e g u l a t i o n s +on a continuous basis; (ii) we promptly rectifie d any issues identified in the acceptance check +process; and (iii) we maintain an in ternal approval procedure under which construction plans are +reviewed by relevant departments to ensure ful l compliance, our Directors believe that these +measures are sufficient to prevent similar non-com pliances in the future. Th e Joint Sponsors concur +the Directors’ view that such internal controls are adequate to ensure the our future compliance with +applicable laws and regulations. +BUSINESS +–1 4 0– + + +--- page 150 --- +Furthermore, our Directors consider that the Company’s internal controls are adequate to +address any potential shortfall in social insurance and housing provident fund contributions. +According to our PRC Legal Advisor, as confirme d by the relevant authorities, it is unlikely +that we would be required to make a collective payment for any historical shortfall, and we have not +received any notice or demand to do so. On the bas is that (i) we closely review applicable PRC +regulations on a regular basis; and (ii) we communi cate with our employees to ensure their awareness +of relevant laws and regulations, our Directors be lieve that the Company adheres to all relevant laws +and regulations in a material respect. The Joint S ponsors concur with our Directors’ view that the +measures currently in place are adequate in this regard. +LEGAL PROCEEDINGS AND COMPLIANCE +Our Directors, as advised by our PRC Legal Ad visor, confirm that during the Track Record +Period and up to the Latest Practicable Date, we had not been and were not a party to any material +legal, arbitral, administrative proceedings or nonc ompliance incidents that led to fines, enforcement +actions or other penalties, which could, individually or in the aggregate, have a material adverse +effect on our business, financial condition and results of operations. Our Directors are of the view +that, we had complied, in all material respects, wi th all relevant laws and regulations in the PRC +during the Track Record Period and up to the Latest Practicable Date. +RISK MANAGEMENT AND INTERNAL CONTROL +We have adopted and implemented comprehensiv e risk management policies in various aspects +of our business operations and financial reporting. Our Board of Directors is responsible for the +establishment and updating of our internal control systems, while our senior management monitors +the daily implementation of the internal contro l procedures and measures with respect to each +subsidiary and functional department. +Legal and Compliance Risk Management +We provide anti-corruption and anti-bribery compliance training periodically to our senior +management and employees to enhance their know ledge and compliance wit h applicable laws and +regulations and include relevant policies against noncompliance in employee handbooks. We require +our suppliers and distributors to commit in wri tten agreement to abstain from noncompliance, +suspicious transactions, fraud , corruption, or bribery, which e xpressly forbids our suppliers, +distributors, and employees from making unauthorized payments, including bribes, kickbacks, or +any other illicit benefits, to one anot her. In addition, we adopt various policies to ensure compliance +with the Listing Rules, including but not limited to aspects related to risk management, connected +transactions and information disclosure. +Anti-Bribery and Anti-Corruption +We strictly adhere to relevant anti-bribery an d anti-corruption laws and regulations and have +established the Anti-corruption, anti-money laundering and economic sanctions regime ( 反腐敗、反 +洗錢及經濟制裁制度). It outlines measures for identifying and reporting suspicious activities, +managing customer risks, and maintaining a trans parent and compliant business environment. We +have established a comprehensive framework that encompasses several key areas. Annual training +programs are designed to enhance awareness and oper ational skills, ensuring that all employees are +well-informed and capable of identify ing and preventing illicit activities. +BUSINESS +–1 4 1– + + +--- page 151 --- +Financial Reporting Risk Management +We have established an Audit Committee to review and monitor our financial reporting +procedures, including, among others: (i) making recommendations to the Board on the appointment, +reappointment and removal of the external audito r; (ii) monitoring and evaluating our internal +audit, and coordinating the communication betw een the internal auditor and the external auditor; +(iii) reviewing financial information of the Co mpany and its disclosure; (iv) monitoring and +considering the adequacy of our internal control, financial reporting and risk management systems; +and (v) other responsibilities authorized by the Board or required under the relevant laws and +regulations. +Internal Control +To ensure strict compliance of our business oper ations with applicable rules and regulations, +we have designed and adopted a set of comprehensive internal control policies. The implementation +of such policies is overseen by our internal control team, which is also responsible for (i) performing +group-level risk assessments, (ii) pr oviding advice on risk management practice and (iii) establishing +authorization and approval protocols. +AWARDS AND RECOGNITIONS +Some of the significant awards and recogn ition we have received are set forth below: +Award/Recognition Award Year Awarding Institution/Authority +China Famous Consumer Products 2025 Ministry of Industry and +Information Technology +Annual Jelly Good Food List 2024 Jiemian News +Superior Taste Award 1-Star Medal 2023 International Taste Institute +‘‘Zhen Bu Chuo’’ Power Brand Award 2023; 2024 Weibo +Brand of the Year for Marketing +Influence +2023 Baidu +Gold Award for Influencer KOL +Marketing +2022 Top Digital +FA Authentic Quality Certificati on 2022 National Center for Food +Quality Supervision, +Inspection and Testing +Chair Enterprise of National Plum +Innovation Alliance +2022 National Forestry and +Grassland Administration +‘‘溜溜LIUM’’ (‘‘Liuliu LIUM ’’) +China Well-Known Trademark +2015 State Administration for +Market Regulation +BUSINESS +–1 4 2– + + +--- page 152 --- +BOARD OF DIRECTORS +Our Board consists of five executive Directors, one non-executive Director and three +independent non-executive Directors. Our Direc tors are appointed for a term of three years and +are eligible for re-election upon expiry of their ter m of office. The following table sets forth certain +information regarding our Directors: +Name Age Position +Time of +joining our +Group +Date of +appointment +as Director Major roles and duties +Relationship +with Directors, +Supervisors and +other senior +management +Mr. Yang Fan +(楊帆) +56 Executive Director, +chairman of the +Board and chief +executive officer +April 1999 September 4, +2009 +Responsible for the overall +business strategies and +development of our +Group +N/A +Mr. Ning Pengfei +(寧鵬飛) +49 Executive Director, +Board secretary +and joint company +secretary +May 2016 March 10, +2017 +Responsible for the overall +business operation and +capital management of +our Group +N/A +Ms. Hu Yan +(胡燕) +49 Executive Director May 2006 March 29, +2016 +Responsible for the product +research and development +of our Group +N/A +Mr. Gou Bin +(苟斌) +49 Executive Director +and chief financial +officer +December +2024 +January 15, +2025 +Responsible for the financial +management of our +Group +N/A +Mr. Mei +Huixiang +(梅惠祥) +36 Executive Director October 2021 January 15, +2025 +Responsible for the brand +management of our +Group +N/A +Mr. Xu +Lianzheng +(徐連政) +51 Non-executive +Director +December +2019 +January 15, +2025 +Overseeing the general +management of our +Group +N/A +Mr. Liu Feng +(劉峰) +60 Independent +non-executive +Director +January 2025 January 15, +2025 +Supervising and providing +independent opinion and +judgement to our Board +N/A +Mr. Xiong Hui +(熊輝) +54 Independent +non-executive +Director +January 2025 January 15, +2025 +Supervising and providing +independent opinion and +judgement to our Board +N/A +Mr. Lu Jian +(陸健) +57 Independent +non-executive +Director +March 2017 January 15, +2025 +Supervising and providing +independent opinion and +judgement to our Board +N/A +Executive Directors +Mr. Yang Fan ( 楊帆), aged 56, is our founder, chairman of the Board, executive Director and +chief executive officer. Mr. Yang is primarily resp onsible for the overall business strategies and +development of our Group. Mr. Yang is a member of the Remuneration and Appraisal Committee. +Mr. Yang is a director and/or general manager of certain of our subsidiaries, including Fujian +Liuliu, Zhaoan Liuliu, Anhui LIUM , Liuliu Research Institute, Zhongnongan Testing, Anhui Green +Plum, Liuliu Sales, Liuliu New Retail, Guangxi Liuliu, Guangxi LIUM, Plum Jelly Tech, Anhui +Liuliu and Anhui Plum. +Mr. Yang has also been serving as an executive director of Jurun Investment since January +2015, an executive director of Anhui Facai Network E-commerce Co., Ltd.* ( 安徽發菜網電子商務有 +限公司) since January 2015 and a supervisor of Hefei Tianxun Information Technology Co., Ltd. ( 合 +肥天迅信息技術有限公司) since October 2024. +DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT +–1 4 3– + + +--- page 153 --- +Since founding our Group, Mr. Yang has received numerous accolades, including the 12th +China Industry Forum Top Ten Outstanding Young Entrepreneurs of China Industry* ( 第十二屆中 +國工業論壇中國工業十大傑出青年企業家), 2019 Outstanding Private Entrepreneurs* (2019 年度優秀 +民營企業家) awarded by Wuhu Municipal Enterprise Confederation ( 蕪湖市企業聯合會), Pioneer in +the Bakery and Confectionery Industry on the 40th Anniversary of China’s Reform and +Opening-Up* ( 中國改革開放40周年焙烤食品糖製品產業先鋒人物), Advanced Individuals in +Science and Technology Innovation of Lig ht Industry in the 13th Five-Year Plan* ( 「十三五」輕工 +行業科技創新先進個人) awarded by China Light Industry Federation* ( 中國輕工業聯合會)i n +September 2021 and 2020 Outstanding Private Entrepreneurs in Anhui Province* (2020 年度安徽省優 +秀民營企業家) awarded jointly by the CPC Anhui Province Committee* ( 中國共產黨安徽省委員會) +and the People’s Government of Anhui Province* ( 安徽省人民政府) in April 2021. Mr. Yang is also +a member of the Anhui Province People’s Congress ( 安徽省人民代表大會代表), and a member of +Anhui Wuhu Committee of the Chinese People’s Political Consultative Conference ( 中國人民政治協 +商會議安徽省蕪湖市委員會) since January 2018. +Mr. Yang was admitted to the Science and Inn ovation EMBA program of the University of +Science and Technology of China in September 2 022. He also graduated from the Anhui Class of the +EMBA President Training Program of Peking University in May 2015. +Mr. Yang was previously a director of the follo wing companies, which were established in the +PRC and were deregistered with the relevant laws and regulations: +Company name Position +Nature of +business before +deregistration +Date of +deregistration +Reason of +deregistration +Wuhu Kaixuan Investment +Co., Ltd.* ( 蕪湖凱旋投資 +有限公司) +Executive +director and +general +manager +No business has +been commenced +January 15, +2016 +No actual business has +been commenced +Beijing Zhongmao Kaixuan +Food Co., Ltd.* ( 北京中貿 +凱旋食品有限公司) +Executive +director and +general +manager +Food trading January 19, +2017 +Cessation of business +Beijing Zhongankang Food +Co., Ltd.* ( 北京中安康 +食品有限責任公司) +Executive +director and +general +manager +Food trading January 23, +2017 +Cessation of business +Zhangzhou San yuanhui Food +Co., Ltd.* ( 漳州三緣惠 +食品有限公司) +Executive +director +Food production +and processing +December 30, +2022 +Business was merged +into Zhaoan Liuliu +Wuhu Kailai Food Co., Ltd.* +(蕪湖市凱萊食 +品有限公司) +Director Food production +and processing +December 3, +2015 +Business was acquired +by Anhui Liuliu +Mr. Yang confirmed that (i) the above companies were solvent immediately prior to their +deregistration; (ii) there was no wrongful act on his part leading to the deregistration of the above +companies and he was not aware of any actual or potential claim that had been or would be made +against him as a result of such deregistration; and (iii) no misconduct or misfeasance had been +involved in the deregistrat ion of the above companies. +Mr. Ning Pengfei ( 寧鵬飛), aged 49, is our executive Director, Board secretary and one of the +joint company secretaries of our Company. He is re sponsible for the overall business operation and +capital management of our Group. He also serves as the general manager of Anhui Green Plum and +as the supervisor of Plum Jelly Tech. +Prior to joining our Group, he served successively as a customer manager and deputy branch +manager at Wuhu Branch of Bank of Communications* ( 交通銀行蕪湖分行) from July 1998 to +August 2007. He worked as the branch manager of the Economic and Technological Development +Zone Branch of Wuhu Yangzi Rural Commercial Bank* ( 蕪湖揚子農村商業銀行經濟技術開發區支 +行) from July 2007 to May 2012. He served as the v ice president and board secretary at Wuhu +Changxin Technology Co., Ltd* ( 蕪湖長信科技股份有限公司) (a company listed on the Shenzhen +Stock Exchange, stock code: 300088) from May 2012 to April 2016. +DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT +–1 4 4– + + +--- page 154 --- +Mr. Ning obtained his bachelor’s degree in mone tary economics from Anhui College of Finance +and Trade ( 安徽財貿學院) (currently known as Anhui University of Finance & Economics ( 安徽財經 +大學)) in June 1998. +Mr. Ning was previously a director of the follo wing companies, which were established in the +PRC and were deregistered with the relevant laws and regulations: +Company name Position +Nature of +business before +deregistration +Date of +deregistration +Reason of +deregistration +Wuhu Xinyuan Property +Services Co., Ltd.* +(蕪湖馨園物業服務 +有限公司) +Executive +director and +general +manager +Property +management +January 22, +2019 +Cessation of business +Anhui Baowu Trading +Co., Ltd.* ( 安徽省寶武 +商貿有限公司) +Executive +director and +general +manager +Trading October 9, 2024 Cessation of business +Mr. Ning confirmed that (i) the above companies were solvent immediately prior to their +deregistration; (ii) there was no wrongful act on his part leading to the deregistration of the above +companies and she was not aware of any actual or potential claim that had been or would be made +against her as a result of such deregistration; and (iii) no misconduct or misfeasance had been +involved in the deregistrat ion of the above companies. +Ms. Hu Yan ( 胡燕), aged 49, is our executive Director. She is responsible for the product +research and development of our Group. Ms. Hu is a member of the Nomination Committee. She +serves as a supervisor of Fujian Green Plum, Zho ngnongan Testing, Anhui Liuliu and Anhui Green +Plum. She also serves as a general manager of Liuliu Research Institute. Prior to joining our Group, +she also worked at Anhui Liguang Science and Technology Co., Ltd.* ( 安徽麗光科技股份有限公司) +a n dW u h uK a i l a iF o o dC o . ,L t d . *(蕪湖市凱萊食品有限公司). +Ms. Hu graduated from Anhui Normal Universi ty majoring in accoun ting in July 2003. +Ms. Hu was previously a director or supervis or of the following companies, which were +established in the PRC and were deregister ed with the relevant laws and regulations: +Company name Position +Nature of +business before +deregistration +Date of +deregistration +Reason of +deregistration +Wuhu Kaixuan Investment +Co., Ltd.* ( 蕪湖凱旋投資 +有限公司) +Supervisor No business has +been commenced +January 15, +2016 +No actual business has +been commenced +Wuhu Kailai Food Co., Ltd.* +(蕪湖市凱萊食品有限公司) +Director Food production +and processing +December 3, +2015 +Business was merged +into Anhui Liuliu +Ms. Hu confirmed that (i) the above compani es were solvent immediately prior to their +deregistration; (ii) there was no wrongful act on h er part leading to the deregistration of the above +companies and she was not aware of any actual or potential claim that had been or would be made +against her as a result of such deregistration; and (iii) no misconduct or misfeasance had been +involved in the deregistrat ion of the above companies. +Mr. Gou Bin ( 苟斌), aged 49, is our executive Director and chief financial officer. He is +responsible for the financial management of our Group. +DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT +–1 4 5– + + +--- page 155 --- +Prior to joining our Group, Mr. Gou was employed at Chongqing Shengli Construction +Machinery Group Co., Ltd.* ( 重慶昇立建設機械集團有限公司) from June 1997 to January 2002. Mr. +Gou served at Chongqing Tingjin Food Co., Ltd.* ( 重慶頂津食品有限公司) (which is a subsidiary of +Tingyi (Cayman Islands) Holding Corp. ( 康師傅控股有限公司), ‘‘Tingyi ’ ’ ,ac o m p a n yl i s t e do nt h e +Stock Exchange, stock code: 00322) from December 2001 to June 2020, with his last position being +the head of finance and accounting department of the instant food business sector of Tingyi group. +He also served as the head of financial support center of Shanghai Want Want Foods Group Co., +Ltd.* ( 上海旺旺食品集團有限公司) (which is a subsidiary of Want Want China Holdings Limited, a +c o m p a n yl i s t e do nt h eS t o c kE x c h a n g e ,s t o ck code: 00151) from June 2020 to November 2024. +Mr. Gou graduated from Chongqing Technology and Business University in January 2009 with +his major in accounting. +Mr. Mei Huixiang ( 梅惠祥), aged 36, is our executive Director. He is responsible for the overall +brand management of our Group. +Prior to joining our Group, Mr. Mei served at t he instant noodles business department of +Tingyi (Cayman Islands) Holding Corp. (a company listed on the Stock Exchange, stock code: 0322) +as a brand manager from July 2011 to November 2016, and as a brand director from January 2020 to +March 2021. +Mr. Mei obtained a bachelor’s degree in busines s administration from East China University of +Science and Technology in July 2010. +Mr. Mei was previously a director or supervi sor of the following companies, which were +established in the PRC and were deregister ed with the relevant laws and regulations: +Company name Position +Nature of +business before +deregistration +Date of +deregistration +Reason of +deregistration +Shanghai Zhihuo Catering +Management Co., Ltd.* +(上海炙鑊餐飲管理 +有限公司) +Director Food and beverage +service +November 19, +2019 +Cessation of business +Kunshan Yuyi Trading +Co., Ltd.* ( 崑山昱奕貿易 +有限公司) +Supervisor Trading February 28, +2024 +Cessation of business +Mr. Mei confirmed that (i) the a bove companies were solvent immediately prior to their +deregistration; (ii) there was no wrongful act on his part leading to the deregistration of the above +companies and he was not aware of any actual or potential claim that had been or would be made +against him as a result of such deregistration; and (iii) no misconduct or misfeasance had been +involved in the deregistrat ion of the above companies. +Non-executive Director +Mr. Xu Lianzheng ( 徐連政), aged 51, is our non-executive Director. He is responsible for +overseeing the general management of our Group. Mr. Xu is a member of the Audit Committee. +Before being appointed as our non-executive Director, Mr. Xu served as our Supervisor from +January 2020 to December 2024. Mr. Xu holds 3.05% equity interest in Shenzhen Junrong, one of +our Pre-IPO Investors, as a limited partner. See ‘ ‘History, Development and Corporate Structure — +Pre-IPO Investments — Information regarding o ur Pre-IPO Investors — Shenzhen Junrong’’. +Prior to joining our Group, Mr. Xu co-founded Shanghai Junzhi Enterprise Management Co., +Ltd.* ( 上海君智企業管理諮詢有限公司) in March 2015 and served as the president from then to July +2022. He also founded Shanghai Yingzhengtong Enterprise Management Consulting Co., Ltd.* ( 上 +海贏政通企業管理諮詢有限公司) in July 2022. +DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT +–1 4 6– + + +--- page 156 --- +Mr. Xu obtained a bachelor’s degree in mechanical design and manufacturing from Hefei +University of Technology in July 1999. +Company name Position +Nature of +business before +deregistration +Date of +deregistration +Reason of +deregistration +Wuxi Yingzhengtong +Enterprise Management +Consulting Co., Ltd.* +(無錫贏政通企業管理諮詢 +有限公司) +Director Business services +and consulting +on corporate/ +business strategy +October 11, +2023 +Cessation of +business +Shanghai Junquan Culture +Communication Co., +Ltd.* ( 上海君泉文化傳播 +有限公司) +Director Cultural and +artistic services, +and marketing +strategy +planning +July 22, 2024 Cessation of +business +Shenzhen Junzhi Industrial +Partnership (Limited +Partnership)* ( 深圳君智 +實業合夥企業（有限合夥）) +General partner Investment +management +September 25, +2020 +Investment exit +Shanghai Bojian Enterprise +Management Partnership +(Limited Partnership)* +(上海博見企業管理合夥 +企業（有限合夥）) +Partner Business +Management +Consulting +December 1, +2022 +Cessation of +business +Beijing Junyou Media +Planning Co., Ltd.* +(北京君佑傳媒策劃 +有限公司) +Legal +representative +Business services October 30, +2018 +Cessation of +business +Guangzhou Chenghuajiang +Flower Co., Ltd.* ( 廣州程 +花匠花卉有限公司) +Director Flower planting +and sales +November 11, +2022 +Lack of future +business +prospects +Shanghai Daling Wallpaper +Co., Ltd.* ( 上海搭令壁紙 +有限公司) +Supervisor Paper and paper +products +business +February 4, +2024 +Cessation of +business +Mr. Xu confirmed that (i) the above compan ies or limited partnerships were solvent +immediately prior to their deregistration; (ii) th ere was no wrongful act on his part leading to the +deregistration of the above companies or limited partnerships and he was not aware of any actual or +potential claim that had been or would be made against him as a result of such deregistration; and +(iii) no misconduct or misfeasance had been involved in the deregistration of the above companies or +limited partnerships. +Independent Non-executive Directors +Mr. Liu Feng ( 劉峰), aged 60, is an independent non-executive Director of our Company. Mr. +Liu is also the chairperson of the Audit Committee and the Remuneration and Appraisal Committee. +Mr. Liu has served as a faculty member and profe ssor in highly-respected universities for more +than three decades and has extensive knowledge o fa n de x p e r i e n c ei na c c o u n t i n ga n df i n a n c e .H e +began his teaching career at Xiamen University in July 1987 and served there until December 1999, +with his final position being a professor of the Department of Accounting. From January 2000 to +August 2010, he taught in the Department of Accounting at the School of Management, Sun Yat-sen +University. Since September 2010, he has been tea ching in the Department of Accounting at Xiamen +University. He also currently serves as the editor-in-chief of Contemporary Accounting Review ( 當 +代會計評論). +DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT +–1 4 7– + + +--- page 157 --- +Mr. Liu was the independent director of Fu jian Aonong Biological Technology Group +Incorporation Limited* ( 福建傲農生物科技集團股份有限公司) (a company listed on the Shanghai +Stock Exchange, stock code: 603363) from October 2021 to December 2025, and Xiamen ITG Group +Corp., Ltd.* ( 廈門國貿集團股份有限公司) (a company listed on the Shanghai Stock Exchange, stock +code: 600755) from May 2020 to May 2026. Mr. Liu has been serving as an independent director of +Ping An Bank Co., Ltd.* ( 平安銀行股份有限公司) (a company listed on the Shenzhen Stock +Exchange, stock code: 000001) since April 2023, an d an independent non-executive director of China +Jinmao Holdings Group Limited (a company listed o n the Stock Exchange, stock code: 00817) since +June 2025. He currently also serves as an independent director of Luckin Coffee Inc. (a company +quoted on OTC Markets, stock code: LKNCY). +Mr. Liu obtained a bachelor’s degree in accoun ting from the Xiamen University in July 1987 +and a PhD degree in accounting from the Xiamen University in October 1994. +Mr. Liu possesses the accounting expertise required under Rule 3.10(2) of the Listing Rules. +Mr. Liu has over 35 years of teaching experience in accounting at various universities, demonstrating +extensive academic and practical expertise in the field. He has also served as an independent director +of various listed companies, providing oversigh t and guidance on financial and accounting matters. +In addition, he previously served as a member of the Accounting Standards Advisory Committee of +the Ministry of Finance of the PRC and, since 2020, has been appointed as a member of both the +first and second Accounting Professional Advisory Committees of the Shenzhen Stock Exchange. +Mr. Liu currently serves as the China representative on the IFRS Advisory Council, which is an +advisory body to the International Accounting Standards Board (IASB) and the International +Sustainability Standards Board (ISSB) and where he contributes to the development of international +financial reporting standards. +M r .X i o n gH u i(熊輝), aged 54, is an independent non-executive Director of our Company. Mr. +Xiong is also a member of the Remuneration a nd Appraisal Committee and the Nomination +Committee. +Mr. Xiong has many years of academic experience and possesses extensive knowledge of +computer science and engineering. Mr. Xiong has b een serving as a distinguished guest professor +(grand master chair professor) at University of Science and Technology of China since September +2016, a chair professor and the acting head of the th rust of artificial intelligence at The Hong Kong +University of Science and Technology (Guangzhou) since July 2021 and an associate vice president +for knowledge transfer thereof since April 202 3. Mr. Xiong has been a professor at Rutgers, The +State University of New Jersey since 2005, and has been a Distinguished Professor since April 2021. +Mr. Xiong has been serving as an independent director of Digital China Group Co., Ltd.* ( 神州 +數碼集團股份有限公司) (a company listed on the Shenzhen Stock Exchange, stock code: 000034) +since May 2022, and independent non-executive director of UBTECH ROBOTICS CORP LTD (a +company listed on the Stock Exchange, stock code: 09880) since June 2025. From May 2019 to May +2025, Mr. Xiong was an independent director of Chase Science Co., Ltd.* ( 福建創識 +科技股份有限公 +司) (a company listed on the Shenzhen Stock Exchange, stock code: 300941), and since May 2024 has +served as an independent director of Guangdong Insight Brand Marketing Group Co., Ltd.* ( 廣東因 +賽品牌營銷集團股份有限公司) (a company listed on the Shenzhen Stock Exchange, stock code: +300781), and in May 2026 has tendered his resignation as an independent director. +Mr. Xiong obtained a doctoral degree in compu ter science from the University of Minnesota, +United States in August 2005, a master of science from the National University of Singapore in +August 2000 and a bachelor’s degree in automation from the University of Science and Technology +of China in July 1995. Mr. Xiong is a fellow of the American Association for the Advancement of +Science, the Institute of Electrical and Electronic Engineers, the International Association for the +Advancement of Artificial Intelligence, and the C hinese Association for Artificial Intelligence. +DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT +–1 4 8– + + +--- page 158 --- +M r .L uJ i a n(陸健), aged 57, is an independent non-executive Director of our Company. He is +also the chairperson of the Nomination Committee and a member of the Audit Committee. Mr. Lu +was our independent Director from March 2017 to February 2022, and re-joined our Company as +independent non-executive Director in January 2025. +Mr. Lu has over 30 years of experience in fermentation engineering. He was a teaching assistant +at Nanjing Agricultural University* ( 南京農業大學) from April 1992 to August 1993, and has served +successively as lecturer, associate professor, an d professor at Jiangnan University since September +1993. Since January 2018, he has served as the secretary general of the Beer Raw Material +Professional Committee of the China Alcoholic Drinks Association* ( 中國酒業協會啤酒原料專業委 +員會). Since September 2018, he has also served as the head of the Food Biotechnology Research +Institute at Jiangnan University (Rugao)* ( 江南大學（如皋）食品生物技術研究所). Mr. Lu has been +serving as an independent director of Gdh Supertime Group Company Limited* ( 粵海永順泰集團股 +份有限公司) (a company listed on the Shenzhen Stock Exchange, stock code: 001338) since October +2023. +Mr. Lu obtained his bachelor’s degree in July 1989, master’s degree in December 1991 and his +doctorate in June 2022 in fermentation engineering ( 發酵工程) from Wuxi University of Light +Industry* ( 無錫輕工業學院) (which has been reformed into Jiangnan University in 2001). +SUPERVISORS +Our Supervisory Committee consists of three Sup ervisors. Our Supervisors are appointed for a +term of three years and are eligib le for re-election. The functions and duties of our Supervisory +Committee include, but are not limited to superv ising the Board and senior management and +reviewing the financial performance of the C ompany. The following table sets forth certain +information regarding our Supervisors: +Name Age Position +Time of +joining our +Group +Date of +appointment +as Supervisor Major roles and duties +Relationship with +Directors, +Supervisors and +other senior +management +Mr. Hu Xiang +(胡翔) +35 Supervisor January 2025 January 15, +2025 +Supervising the performance +of duties of our Directors +and members of the +senior management of +our Group +N/A +Mr. Li Bing +(李兵) +34 Supervisor January 2025 January 15, +2025 +Supervising the performance +of duties of our Directors +and members of the +senior management of +our Group +N/A +Ms. Zhang +Wenxia +(張文霞) +40 Supervisor November +2010 +January 14, +2020 +Supervising the performance +of duties of our Directors +and members of the +senior management of +our Group +N/A +Mr. Hu Xiang ( 胡翔), aged 35, was appointed as our Supervisor since January 2025. He is +responsible for supervising the performance of duties of our Directors and members of the senior +management of our Group. +Mr. Hu has been serving as the general manager at Shanghai Nuoxiang since August 2016. Mr. +Hu and his father holds 20% and 40% interests respectively in Shanghai Nuoxiang, which is the +general partner of Nuoxiang Jinhong and Nuoxia ng Dongchen, one of our Pre-IPO Investors. See +‘‘History, Development and Corporate Structure — Pre-IPO Investments — Information regarding +our Pre-IPO Investors — Nuoxiang Jinhong and Nuoxiang Dongchen’’. +DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT +–1 4 9– + + +--- page 159 --- +Mr. Hu obtained a bachelor’s degree in financ e from Hunan Agricultural University in June +2014. +Mr. Hu was a director of Shanghai Xingyue Ne twork Technology Development Co., Ltd.* ( 上 +海興岳網絡科技發展有限公司), a company established in the PRC principally engaged in internet +related business, which was deregistered on August 22, 2023 due to cessation of business. Mr. Hu +confirmed that (i) the above company was solvent imme diately prior to their deregistration; (ii) there +was no wrongful act on his part leading to the deregistration of the above company and he was not +aware of any actual or potential claim that had been or would be made against him as a result of +such deregistration; and (iii) no mis conduct or misfeasance had been in volved in the deregistration of +the above company. +Mr. Li Bing ( 李兵), aged 34, was appointed as our Supervisor since January 2025. Mr. Li is +responsible for supervising the performance of duties of our Directors and members of the senior +management of our Group. +Prior to joining our Group, Mr. Li served at Nanjing Zhuoyuan Asset Management Co., Ltd.* +(南京卓遠資產管理有限公司) from April 2020 to June 2022, and an investment manager at Feixi +County Chancheng Investment Holding (Group) Co., Ltd.* ( 肥西縣產城投資控股（集團）有限公司) +from June 2022 to November 2024. Mr. Li has been s erving as the superviso r of Xingnong Fund, one +of our Pre-IPO Investors, since February 2025. +Mr. Li obtained a bachelor’s degree in computer science and technology from Anhui University +of Finance and Economics in July 2014. +Ms. Zhang Wenxia ( 張文霞), aged 40, was appointed as our Supervisor in January 2020. Ms. +Zhang is responsible for supervising the perform ance of duties of our Directors and members of the +senior management of our Group. +From January 2010 to August 2010, Ms. Zhang se rved as the head of the purchase department +of Tianjin Cheng Tian Feng Co., Ltd.* ( 天津誠田豐金屬製品有限公司). Since she joined our Group +in November 2010, Ms. Zhang served successively as a planner, workshop director and deputy +factory manager of our Wuhu Plant from November 2010 to May 2019. She has served as the factory +manager of our Anhui Plant since May 2019. +Ms. Zhang graduated from Huangshan College* ( 黃 +山學院) in July 2005 with a major in +tourism service. +OTHER INFORMATION IN RELATION TO OUR DIRECTORS AND SUPERVISORS +Save as disclosed above and in ‘‘Statutory and G eneral Information — C. Further Information +about Our Directors, Supervisors and Substantial Shareholders’’, each of our Directors and +Supervisors has confirmed with respect to himsel f/herself that he/she (i) did not hold other long +positions or short positions in the shares, underlying shares or debentures of our Company or any +associated corporation (within the meaning of Part XV of the SFO) as of the Latest Practicable +Date; (ii) had no other relationship with any Directo rs, Supervisors, senior ma nagement, substantial +Shareholders or Controlling Shareholders of our Co mpany as of the Latest Practicable Date; (iii) did +not hold any other directorships in the three year s prior to the Latest Practicable Date in any public +companies of which the securities are listed on any securities market in Hong Kong and/or overseas; +and (iv) there are no other matters concerning our Directors’ and Supervisors’ appointments that +need to be brought to the attention of our Shareholders and the Stock Exchange or shall be disclosed +pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. +DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT +–1 5 0– + + +--- page 160 --- +SENIOR MANAGEMENT +The following table sets forth certain info rmation regarding our senior management: +Name Age +Position(s) in our +Group +Date of joining our +Group +Major roles and +duties +Relationship +with Directors, +Supervisors and +other senior +management +Mr. Yang Fan +(楊帆) +56 Executive Director, +chairman of the +Board and chief +executive officer +April 1999 Responsible for the +overall business +strategies and +development of +our Group +N/A +Mr. Gou Bin +(苟斌) +49 Executive Director +and chief +financial officer +December 2024 Responsible for the +financial +management of +our Group +N/A +Mr. Ning Pengfei +(寧鵬飛) +49 Executive Director, +Board secretary +and joint +company +secretary +May 2016 Responsible for the +business +operation and +capital operation +of our Group +N/A +Mr. Zhang Shuai +(張帥) +49 Vice president of +new retail +department +April 2020 Responsible for +overseeing the +key accounts in +our new retail +business +N/A +Mr. Lu Jianlong +(盧建龍) +43 Director of +research and +development +November 2024 Responsible for +overseeing the +research and +development of +our Group +N/A +Mr. Yang Fan ( 楊帆), aged 56, is our founder, chairman of the Board, executive Director and +chief executive officer. See ‘‘— Board of Director s — Executive Directors’’ for his biographical +details. +Mr. Gou Bin ( 苟斌), aged 49, is our executive Director and chief financial officer. See ‘‘— Board +of Directors — Executive Directors’’ for his biographical details. +Mr. Ning Pengfei ( 寧鵬飛), aged 49, is our executive Director, Board secretary and one of the +joint company secretaries of our Company. See ‘ ‘— Board of Directors — Executive Directors’’ for +his biographical details. +Mr. Zhang Shuai ( 張帥), aged 49, has served as the vice president of new retail department of +our Company since April 2023. Mr. Zhang is respons ible for overseeing the key accounts in our new +retail business. +Mr. Zhang joined our Group in April 2020, where he served as the North regional vice +president from April 2020 to April 2023. +Mr. Zhang graduated from Beijing University of Posts and Telecommunications with a major +in business administration through online learning in July 2022. +Mr. Lu Jianlong ( 盧建龍), aged 43, is the director of research and development of our +Company. Mr. Lu is responsible for overseeing the research and development of our Group. +DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT +–1 5 1– + + +--- page 161 --- +Mr. Lu served as a process quality control officer at Hangzhou Tingjin Food Co., Ltd. ( 杭州頂 +津食品有限公司), a subsidiary of Tingyi, from July 2006 to June 2008. Mr. Lu served as a research +and development engineer at Hangzhou Boduo Industry and Trade Co., Ltd.* ( 杭州博多工貿有限公 +司) from June 2008 to May 2012, a research and de velopment manager at Wenzhou Jiayuan Food +Co., Ltd.* ( 溫州市佳源食品有限公司) from June 2012 to October 2015 and the general manager of +the research and development center o f Guangzhou Linghang Food Co., Ltd.* ( 廣州市領航食品有限 +公司) from October 2015 to November 2024. +Mr. Lu obtained a postgraduate diploma in cor porate coaching and leadership development +from Hong Kong University in September 2022 and a bachelor’s degree in food science and +engineering from Anhui Polytechnic College* ( 安徽工程科技學院) (currently known as Anhui +Polytechnic University* ( 安徽工程大學)) in July 2006. +JOINT COMPANY SECRETARIES +Mr. Ning Pengfei ( 寧鵬飛), aged 49, is our executive Director, Board secretary and one of the +joint company secretaries of our Company. See ‘ ‘— Board of Directors — Executive Directors’’ for +his biographical details. +M s .A uW a iC h i n g(區慧晶) is one of the joint company secretaries of our Company and was +appointed on January 15, 2025. +Ms. Au joined SWCS Corporate Services Grou p (Hong Kong) Limited, a corporate service +provider, in January 2016, and cu rrently serves as a senior manager i n corporate services. She is a +Chartered Secretary, a Charte red Governance Professional and a fellow of both The Hong Kong +Chartered Governance Institute and The Chartered Governance Ins titute in the United Kingdom. +She obtained a bachelor’s degree in business administration and a master’s degree in professional +accounting and corporate governance from the C ity University of Hong Kong in July 2012 and July +2016, respectively. +CONFIRMATION FROM OUR DIRECTORS +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 in April 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 h as confirmed (i) his independence as regards +each of the factors referred to in Rules 3.13(1) t o (8) of the Listing Rules, (ii) he 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 the C ompany under the Listing Rules as of the Latest +Practicable Date, and (iii) that there are no other f actors that may affect his independence at the time +of his appointment. +DISCLOSURE UNDER RULE 8.10(2) OF THE LISTING RULES +As of the Latest Practicable Date, none of our Dir ectors had interests in any business, which +competes directly or indirectly with our business for the purpose of Rule 8.10(2) of the Listing Rules. +BOARD COMMITTEES +Our Company has established three board co mmittees, namely the Audit Committee, the +Nomination Committee, and the Remuneration and A ppraisal Committee, in accordance with the +relevant PRC laws and regulations and corporate governance practices under the Listing Rules. +DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT +–1 5 2– + + +--- page 162 --- +Audit Committee +The Audit Committee of our Company consists of t hree Directors, including Mr. Liu Feng, Mr. +Xu Lianzheng and Mr. Lu Jian. Mr. Liu Feng is the chairperson of Audit Committee and is a +director appropriately qualified as required under Rules 3.10(2) and 3.21 of the Listing Rules. The +primary responsibilities of the Au dit Committee are to review and mon itor our financial reporting +procedures, including (among other things): (i) making recommendations to the Board on the +appointment, reappointment and removal of the exte rnal auditor; (ii) monitoring and evaluating our +internal audit, and coordinatin g the communication between the internal auditor and the external +auditor; (iii) reviewing financial information of t he Company and its disclos ure; (iv) monitoring and +considering the adequacy of our internal control, financial reporting and risk management systems; +and (v) other responsibilities authorized by the Board or required under the relevant laws and +regulations. +Nomination Committee +The Nomination Committee of our Company consist s of three directors, including Mr. Lu Jian, +Mr. Xiong Hui and Ms. Hu Yan. Mr. Lu Jian is the chairperson of the Nomination Committee. The +primary responsibilities of the Nomination Committe e include (among other things): (i) to review the +structure, size and composition (including the skills, knowledge, experience and diversity) of the +Board on an annual basis and make recommendations on any proposed changes to the Board to +complement our Company’s corporate strat egy; (ii) to identify individuals and make +recommendations to the Board regarding cand idates to fill vacancies on the Board and/or in +senior management; (iii) to assess the independenc e of independent non-execu tive Directors; and (iv) +to make recommendations to the Board on the appointment or reappointment of Directors and +succession planning for Directors. +Remuneration and Appraisal Committee +The Remuneration and Appraisal Committee of our Company consists of three Directors, +including Mr. Liu Feng, Mr. Xiong Hui and Mr. Yang Fan. Mr. Liu Feng is the chairperson of the +Remuneration and Appraisal Committee. The prima ry responsibilities of the Remuneration and +Appraisal Committee include (among other things): (i) to make recommendations to the Board on +our Company’s policy and structure for all Directo rs’ and senior management remuneration and on +the establishment of a formal and transparent procedure for developing remuneration policy; (ii) to +review and approve the management’s remunerat ion proposals with reference to the Board’s +corporate goals and objectives; (iii) to make reco mmendations to the Board on the remuneration of +Directors and senior management of our Company; (iv) to make recommendations to the Board on +the remuneration of non-executive Directors; (v ) to oversee the implementation of remuneration +system for Directors and senior management; and (vi) to consider and implement other matters, as +defined or assigned by the Board or otherwise required by the Listing Rules from time to time. +CORPORATE GOVERNANCE +Our Company recognizes the importance of incorporating elements of good corporate +governance in our management structure and internal control procedures so as to achieve +effective accountability. +Pursuant to C.2.1 of the Corporate Governance Co de, the roles of chairman and chief executive +should be separate and should not be performed by the same individual. Mr. Yang is currently the +chairman of the Board and the chief executive officer of our Company. He is the founder of our +Group and has been operating and managing our Gr oup since its establishment. The Board believes +that Mr. Yang has been valuable to the growth and business expansion of the Group. The Board is of +the view that the vesting the roles of the chairman of the Board and chief executive officer on Mr. +Yang is beneficial to the management and contin ued growth of our Group and therefore currently +does not propose to separate the roles of chairman of the Board and chief executive officer. +DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT +–1 5 3– + + +--- page 163 --- +While this will constitute a deviation from Code Provision C.2.1 of the Corporate Governance +Code, the Board believes that thi s structure will not impair the balance of power and authority +between the Board and the management of our Company, given that: (i) the Directors undertake to +fulfill their fiduciary duties as Directors which r equire that they act for the benefit and in the best +interest of the Company; (ii) there is sufficient c heck and balance in the Board as the decision to be +made by the Board requires approval by at leas t a majority of the Directors; and (iii) the Board +consists of three independent non-executive Directo rs which is in compliance with the Listing Rules. +Save as disclosed above, our Company will comply with the Corporate Governance Code as set +out in Appendix C1 to the Listing Rules after Listing. Our Directors will review our corporate +governance policies and compliance with the Corporate Governance Code each financial year. +BOARD DIVERSITY POLICY +We have adopted a board diversity policy (the ‘‘ Board Diversity Policy ’ ’ )s e t t i n go u tt h e +approach to achieve and maintain diversity on th e Board in compliance with the Listing Rules, +pursuant to which our Company seeks to achieve Board diversity through consideration of a number +of factors, including but not limited to gender, age, c ultural and educational b ackground, ethnicity, +professional experience, skills, knowledge, len gth of service and any other factors that the Board +may consider relevant and applicable from time to time. We will select potential Board candidates +based on merit and his/her potential contributio n to our Board while taking into consideration our +own business model and specific needs from time to time. +Our Board has a balanced mix of knowledge and skills, including overall management and +strategic development, human re sources, accounting and financial management. We have three +independent non-executive Directors from differe nt industry backgrounds, including accounting, +computer science and engineering and fermentation engineering. With regards to gender diversity on +the Board, we recognize the particular importance of gender diversity. Our Board currently +comprises one female Director and eight male Dir ectors. We have taken and will continue to take +steps to promote and enhance gender diversity at al l levels of our Company, including but without +limitation to our Board and senior management levels. +We will continue to implement measures and ste ps to promote our Board Diversity Policy. The +Nomination Committee will review the Board comp osition at least once annually taking into +account the benefits of all relevant diversity as pects, and adhering to the Board Diversity Policy +when making recommendation to the Board on appointment of new Directors. The Nomination +Committee will also review the Board Diversity Po licy, as appropriate, to ensure its continued +effectiveness. Our Company will disclose the imp lementation of the board diversity policy in our +corporate governance report on an annual basis. We will continue to appoint Directors to the Board +based on recommendations from the Nomination C ommittee, who will consider the Directors’ merits +with reference to the Board Diversity Policy as a whole. +REMUNERATION +The compensation and remuneration of our Directors and Supervisors are determined by our +Shareholders’ general meetings and the compensa tion and remuneration of members of the senior +management are determined by the Board. We also r eimburse them for expenses which are necessary +and reasonably incurred in providing services to us or discharging their duties in relation to our +operations. When reviewing and determining the s pecific remuneration pac kages for our Directors, +Supervisors and members of the senior management, we take into consideration factors such as +salaries paid by comparable companies, time commit ment, level of responsibilities and desirability of +performance-based remuneration. As required by PRC laws and regulations, we also make +contributions for social insurance for our employee s, including medical insu rance, injury insurance, +unemployment insurance, pension insurance, ma ternity insurance, and housing provident fund. +DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT +–1 5 4– + + +--- page 164 --- +Our Company offers our executive Directors, employees’ representative Supervisors and senior +management members, who are also our employees, compensation in the form of salaries, social +insurance, housing provident fund and other bene fits. Our independent non-executive Directors +receive directors’ fees. We do not offer any compen sation to our non-executi ve Directors or external +Supervisors. +In 2023, 2024 and 2025, the aggregate amount o f remuneration (excluding equity-settled +share-based payment expenses) paid or payable to our Directors amounted to approximately +RMB2.3 million, RMB3.0 million and RMB5.1 million, respectively. +In 2023, 2024 and 2025, the aggregate amount o f remuneration (excluding equity-settled +share-based payment expenses) paid or payable to our Supervisors amounted to approximately +RMB0.6 million, RMB0.7 million and RMB0.4 million, respectively. +In 2023, 2024 and 2025, there were one, one and three Directors among the five highest paid +individuals, respectively. In 2023, 2024 and 2025, the total emoluments (excluding equity-settled +share-based payment expenses) for the five highest paid employees (includin g Directors) amounted +to approximately RMB5.4 million, RMB4.8 mi llion and RMB5.6 million, respectively. +Under the arrangement currently in force, we estimate the total remuneration before taxation, +to be accrued to our Directors and Supervisor s for the year ending December 31, 2026 to be +approximately RMB6.2 million. +No remuneration was paid by us to our Directors, Supervisors or the five highest paid +individuals as inducement to join or upon joining us or as a compensation for loss of office during +the Track Record Period. Furthermore, none of ou r Directors or Supervisors had waived or agreed +to waive any remuneration during the same periods. +Save as disclosed above, no other payments have been paid or are payable, in 2023, 2024 and +2025, respectively, by us to our Directors or Supervisors. +PRE-IPO SHARE INCENTIVE PLAN +For more information, please see ‘‘History, Dev elopment and Corporate Structure — Pre-IPO +Share Incentive Plan’’ and ‘‘Appendix VI — Statutory and General Information — D. Pre-IPO Share +Incentive Plan’’. +COMPLIANCE ADVISOR +Our Company has appointed Guoyuan Capit al (Hong Kong) Limited as our compliance +advisor pursuant to Rules 3A.19 of the Listing Rules. Pursuant to Rule 3A.23 of the Listing Rules, +we shall consult the compliance advisor timely unde r the following circumstances and, if necessary, +seek its advice: (a) before the publication of any regulatory announcement , circular or financial +report; (b) where a transaction, which might be a notifiable or connected transaction, is +contemplated, including share issues and share repurchases; (c) where our Company proposes to +use the proceeds of the Global Offering in a manner that is different from that detailed in this +prospectus or where our business activities, developments or results deviate from any forecasts, +estimates or other information in this prospectus; and (d) where the Stock Exchange makes an +inquiry to our Company regarding unusual movements in the price or trading volume of our H +Shares or any other matters in accordance with Rule 13.10 of the Listing Rules. The term of +appointment of the compliance advisor will comme nce on the Listing Date and is expected to end on +the date on which we comply with Rule 13.46 of the Li sting Rules in respect of our financial results +for the first full financial year commencing afte r the Listing Date and such appointment may be +subject to extension by mutual agreement. +DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT +–1 5 5– + + +--- page 165 --- +OUR CONTROLLING SHAREHOLDERS +Immediately following the completion of the Global Offering (assuming the Over-allotment +Option is not exercised), Mr. Yang, Ms. Li (who is M r. Yang’s spouse), Juru n Investment, Kaixuan +Star and Kailai Star will directly own approximately 32.44%, 3.73%, 31.21%, 4.57% and 3.05% of +the total issued share capital of our Company. As of the Latest Practicable Date, (i) Jurun +Investment was owned as to 90% by Mr. Yang and 10% by Ms. Li; (ii) Kaixuan Star was owned as +to approximately 1.39% by Mr. Yang and approximately 5.56% by Ms. Li, and Mr. Yang was the +general partner of Kaixuan Star; and (iii) Kaila i Star was held as to approximately 1.00% by Mr. +Yang as general partner, approximately 41.67% by Liuliu Star and approximately 12.50% by Liuliu +LIUM. Liuliu Star was held as to approximately 14.90% by Mr. Yang as general partner, +approximately 36.00% by Liuliu Orchard and appr oximately 15.00% by Liuliu Ren. Mr. Yang, as +general partner, held approximately 24.67% o f Liuliu LIUM, 23.33% of Liuliu Orchard, and +12.67% of Liuliu Ren. Accordingly, Mr. Yang, Ms. L i, Jurun Investment, Ka ixuan Star, Kailai Star +and Liuliu Star are a group of Controlling Sha reholders upon the Listing. See ‘‘History, +Development and Corporate Structure’’ and ‘‘Substantial Shareholders’’. +BIOGRAPHIES OF MR. YANG AND MS. LI +For biography of Mr. Yang, see ‘‘Directors, Su pervisors and Senior Management — Board of +Directors — Executive Directors’’. +Ms. Li, the spouse of Mr. Yang, has been active ly involved in the gen eral management and +financial affairs of the Company since its estab lishment in 2009. She previously served as the +manager of Anhui Liuliumei. In July 2014, she obtained a diploma in accounting from Anhui +Normal University* ( 安徽師範大學), and in May 2017, she was awarded a Board Secretary +Qualification Certificate by the Shanghai Stock Ex change. In preparation for the Listing, the Board +resolved to reconstitute its composition wi th a view to enhancing corporate governance, +strengthening the Board’s collective skill set a nd diversity of backgrounds and experience, and +supporting the Company’s strategic development in its next phase of growth. Accordingly, as agreed +among the Shareholders, Ms. Li resigned from her position as a director of the Company on January +15, 2025. +INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS +Having considered the following factors, our Directors are satisfied that we are capable of +carrying out our business indepen dently of our Controlling Shareho lders and their respective close +associates after Listing. +Management independence +Our daily operational and management decisions are made by our Board and our senior +management. Our Board consist s of nine Directors, namely five executive Directors, one +non-executive Director and three independent non-executive Directors. Mr. Yang is an executive +Director and the chairman of the Board. +Our Directors consider that we are capable of ma intaining management i ndependence for the +following reasons: +(a) each Director is aware of his/her fiduciary duties as a director which require, among other +things, that he/she acts for the benefit and in the interest of our Company and does not +allow any conflict between his/her duties as a Director and his/her personal interests; +(b) our daily management and operations are carried out independently by our executive +Directors and senior management team, all of whom have substantial experience in the +industry in which our Company is engaged, a nd will therefore be able to make business +decisions that are in the best interests of ou r Company. See ‘‘Directors, Supervisors and +Senior Management’’; +RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS +–1 5 6– + + +--- page 166 --- +(c) we have three independent non-executive Directors, who are not associated with our +Controlling Shareholders or any of their asso ciates and, individually or collectively, +possess the requisite knowledge and experience as independent directors of listed +companies and will be able to provide pro fessional and experienced advice to our +Company and protect the interests of our Company and our Shareholders as a whole; +(d) in the event that there is a potential conflict of interest arising out of any transaction to be +entered into between our Company and a Director and/or his/her associate, he/she shall +abstain from voting and shall not be counted towards the quorum for the voting. Hence, +no Director will be able to influence our Boar di nm a k i n gd e c i s i o n so nm a t t e r si nw h i c hh e +or she is, or may be interested; and +(e) we will establish corporate go vernance measures to manage potential conflicts of interest, +if any, between our Group and our Controllin g Shareholders, which would support our +independent management. See ‘‘— Cor porate Governance Measures’’. +Operational independence +We do not rely on our Controlling Shareholders a nd their close associates for our business +development, staffing, logistics, administration, finance, internal audit, information technology, +sales and marketing, or company secretarial funct ions. We have our own departments specializing in +these respective areas which have been in operation and are expected to continue to operate +separately and independently from our Controlling Shareholders and their close associates. We have +independent access to suppliers and customers, and we also possess all r elevant licenses, certificates, +facilities and intellectual property rights n ecessary to carry on and operate our business. +Based on the above, our Directors believe that we are able to operate independently of our +Controlling Shareholders and their close associates. +Financial independence +We have an independent financial system an d make financial decisions according to our +Group’s own business needs. We have independent internal control and accounting systems and an +independent finance department in charge of our treasury function. As of the Latest Practicable +Date, there were no outstanding loans, or advan ces and balances of a non-trade nature due to or +from our Controlling Shareholders. +Mr. Yang and his spouse, Ms. Li, being our Co ntrolling Shareholders, had been providing +guarantees (the ‘‘ CS Guarantees ’’) as security for certain of our Group’s banks loans (collectively, +the ‘‘Guaranteed Loans ’’). To the best knowledge of our Directors, it is a common market practice in +the PRC for banks to require personal guarantees from the de facto controllers of private enterprises +before extending loans or facilities. As of Apri l 30, 2026, we had a total outstanding Guaranteed +Loans with principal amount of approximate ly RMB224.0 million, which we had obtained bank +consents (‘‘Release Consents ’’) to release all the CS Guarantees and replace them with other security +or guarantee to be provided by the Group upon Listing. +We are capable of obtaining financing from Independent Third Parties without relying on any +guarantee or security provided by our Controlling S hareholders or their respective associates. From +January 1, 2026, to April 30, 2026, we secured lo ans without any guarantees from Controlling +Shareholders or their respective associates or obtained consents for release of such guarantees from +Controlling Shareholders, on compar able terms, including interest and repayment schedules, with an +aggregate outstanding principal amount of R MB61.0 million. Moreover, we have consistently +pursued alternative fundraising and received a seri es of Pre-IPO Investments, including our Series D +Pre-IPO Investments of RMB75 million. +RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS +–1 5 7– + + +--- page 167 --- +Following the Listing, we expect to pursue further fundraising activities in both onshore and +offshore markets to the extent as our Directors consider necessary and, depending on factors such as +market conditions, business needs, and financial position, while en suring compliance with applicable +regulatory requirements. Given our proven ab ility to secure independent financing and our +established relationships with financial insti tutions, we believe that after the Listing, we will +continue obtaining financing on terms compara ble to our existing loans without requiring +guarantees from our Controlling Share holders or their close associates. +Taking into consideration (i) the expected rele ase of all CS Guarantees upon Listing; (ii) our +Group’s demonstrated ability to obtain independe nt financing on comparable commercial terms; +and (iii) we have sufficient cash or cash equivalents as buffer relative to the unreleased portion of the +CS Guarantees (if any), our Directors are of the vi ew that we are financially independent from our +Controlling Shareholders or their close associate s. We will not rely on our Controlling Shareholders +or their close associates for financing upon Li sting and have sufficient access to independent +financing to meet our financial needs. +INTERESTS OF OUR CONTROLLING SHAREHOLDERS IN OTHER BUSINESSES +Each of our Controlling Shareholders confirmed that as of the Latest Practicable Date, apart +from the business of our Company, it/he/she did not have any interest in other business, which +competes or is likely to compete, directly or indirectly, with our business, which would require +disclosure under Rule 8.10 of the Listing Rules. +CORPORATE GOVERNANCE MEASURES +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. Our Directors +recognize the importance of good corporate governance in protection of our Shareholders’ interests. +We would adopt the following measures to safeguard good corporate governance standards and to +avoid potential conflict of interests: +(a) where a Shareholders’ meeting is held for considering proposed transactions in which our +Controlling Shareholders have a material int erest, our Controlling Shareholders shall +abstain from voting on the relevant resolutions and shall not be counted in the quorum for +the voting; +(b) where a Board meeting is held for the matters in which a Director has a material interest, +such Director shall abstain from voting on t he relevant resolutions and shall not be +counted in the quorum for the voting; +(c) in the event that our independent non-exe cutive Directors are requested to review any +conflict of interest between our Group and our Controlling Shareholders, our Controlling +Shareholders shall provide the independent non-executive Directors with all necessary +information and our Company shall disclose the decisions of the independent +non-executive Directors either in the annual reports or by way of announcements; +(d) our Directors (including the independent non-executive Directors) will seek independent +and professional opinions from external ad visors at our Company’s cost as and when +appropriate in accordance with the Corporate Governance Code and Corporate +Governance Report as set out in Appendix C1 to the Listing Rules; +(e) any transactions between our Company and its connected persons shall be in compliance +with the relevant requirements of Chapter 14A of the Listing Rules, including the +announcement, annual reporting and independent shareholders’ approval requirements (if +applicable) under the Listing Rules; and +RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS +–1 5 8– + + +--- page 168 --- +(f) we have appointed Guoyuan Capital (Hong Kong) Limited as our compliance advisor, +which will provide advice and guidance to us in respect of compliance with the applicable +laws and the Listing Rules, including various requirements relating to directors’ duties +and corporate governance. +Based on the above, our Directors are satisfied t hat the above corporate governance measures +are sufficient to manage the potential conflicts of interest between our Group and our Controlling +Shareholders and/or other Directors to protect minority Shareholders’ rights after Listing. +RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS +–1 5 9– + + +--- page 169 --- +This section presents certain information regarding our share capital prior to and upon the +completion of the Global Offering. +IMMEDIATELY BEFORE THE GLOBAL OFFERING +As of the Latest Practicable Date, our regist ered capital and issued share capital was +RMB67,347,108, divided into 67,347,108 Domestic Unlisted Shares with a nominal value of RMB1.0 +each. +UPON THE COMPLETION OF THE GLOBAL OFFERING +Immediately following completion of the Globa l Offering and conversion of Domestic Unlisted +Shares into H Shares, assuming that the Over-allotm ent Option is not exercised, our share capital is +as follows: +Description of Shares +Number of +Shares +Approximate +percentage of +issued share +capital +(%) +H Shares to be converted from Domestic Unlisted Shares 67,347,108 85.45 +H Shares to be issued under the Global Offering 11,464,100 14.55 +Total 78,811,208 100.00 +Immediately following completion of the Globa l Offering and conversion of Domestic Unlisted +Shares into H Shares, assuming that the Over-allotm ent Option is exercised in full, our share capital +is as follows: +Description of Shares +Number of +Shares +Approximate +percentage of +issued share +capital +(%) +H Shares to be converted from Domestic Unlisted Shares 67,347,108 83.63 +H Shares to be issued under the Global Offering 13,183,700 16.37 +Total 80,530,808 100.00 +The above tables assume the Global Offering becomes unconditional and is completed. +SHARE CLASSES AND RANKING +Upon completion of the Global Offering, the Sha res will consist of Domestic Unlisted Shares +and H Shares. The H Shares in issue following the completion of the Global Offering and the +Domestic Unlisted Shares are ordinary Shares in t he share capital of our Company. However, apart +from certain qualified domestic institutional inv estors in the PRC, qualified PRC investors under the +Shanghai-Hong Kong stock exchanges connectivity mechanism (Shanghai-Hong Kong Stock +Connect) and the Shenzhen-Hong Kong stock exchanges connectivity mechanism (Shenzhen-Hong +Kong Stock Connect) and other persons entitled to hold our Company’s H Shares pursuant to the +relevant PRC laws and regulations or upon approval by any competent authorities, H Shares +generally may not be subscribed for by, or traded between, legal or natural persons of the PRC. +Domestic Unlisted Shares may only be subscribed for by, and traded between, legal persons of the +PRC, certain qualified foreign institution inves tors and qualified foreign strategic investors. H +Shares may only be subscribed for and traded in Hong Kong dollars. +SHARE CAPITAL +–1 6 0– + + +--- page 170 --- +Domestic Unlisted Shares and H Shares are rega rded as one class of Shares under our Articles +of Association and will rank pari passu with each other in all other respects and, in particular, will +rank equally for all dividends or distributio ns declared, paid or made after the date of this +prospectus. Dividends in respect of our Shares may be paid by us in Hong Kong dollars or +Renminbi, as the case may be. In addition to cash , dividends may be distributed in the form of +Shares. +CONVERSION OF DOMESTIC UNLISTED SHARES INTO H SHARES +According to the regulations by t he securities regulatory authorities of the State Council and +our Articles of Association, the Domestic Unliste d Shares may be converted into overseas listed +foreign shares (H Shares), and such converted Shares may be listed and traded on an overseas stock +exchange provided that the conversion, listing and trading of such converted Shares have been +approved by the securities regulatory authorities of the State Council. In addition, such conversion, +trading and listing shall complete any requisite internal approval process and comply with the +regulations prescribed by the securities regu latory authorities of the State Council and the +regulations, requirements and procedures presc ribed by the relevant overseas stock exchange. +If any of the Domestic Unlisted Shares are to be converted, listed and traded as H Shares on the +Stock Exchange, such conversion, listing and trading will need the approval of the relevant PRC +regulatory authorities, including the CSRC, and the approval of the Stock Exchange. We may apply +for the listing of all or any portion of the Domest ic Shares on the Stock Exchange as H Shares to +ensure that the conversion process can be comple ted promptly upon notice to the Stock Exchange +and delivery of Shares for entry on the H Share regi ster. As any listing of additional Shares after our +Listing on the Stock Exchange is ordinarily considered by the Stock Exchange to be a purely +administrative matter, it does not require such pr ior application for listing at the time of our Listing +in Hong Kong. No Shareholder voting is required for the conversion of such Shares or the Listing +and trading of such converted Shares on an overseas stock exchange. Any application for listing of +the converted shares on the Stock Exchange after t he Listing is subject to prior notification by way +of announcement to inform our Shareholders and the public of any proposed conversion. +Our Company has applied for H-share full circulation to convert 67,347,108 Domestic Unlisted +Shares on a one-for-one basis into H Shares as per the instructions of the relevant Shareholders. +TRANSFER OF SHARES PRIOR TO THE GLOBAL OFFERING +Pursuant to the PRC Company Law, the Shares issued prior to the Global Offering shall not be +transferred within 12 months from the Listing Date. +For details of the lock-up undertaking given by the Controlling Sharehold ers pursuant to Rule +10.07 of the Listing Rules, see ‘‘Underwriting — Lock Up Arrangement — Undertakings to the +Stock Exchange pursuant to the Listing Rules — (B) Undertakings by Each of Our Controlling +Shareholders’’. +REGISTRATION OF SHARES NOT LISTED ON THE OVERSEAS STOCK EXCHANGE +According to the Notice of Centralised Regist ration and Deposit of Non-overseas Listed +Shares of Companies Listed on an Overseas Stock Exchange ( 《關於境外上市公司非境外上市股份集 +中登記存管有關事宜的通知》) issued by the CSRC, our Company is required to register the Domestic +Shares with the China Securities Depository an d Clearing Corporation Limited within 15 business +days upon listing and provide a written report to t he CSRC regarding the centralised registration +and deposit of the Domestic Shares as well as the offering and listing of the H Shares. +SHARE CAPITAL +–1 6 1– + + +--- page 171 --- +CIRCUMSTANCES UNDER WHICH GENERA L MEETING AND CLASS MEETING ARE +REQUIRED +For details of circumstances under which ou r Shareholders’ general meeting and class +Shareholders’ meeting are required, see ‘‘Summa ry of Articles of Association — Shareholders and +General Meetings’’. +SHAREHOLDERS’ APPROVAL FOR THE GLOBAL OFFERING +Approval from holders of the Shares is required for our Company to issue H Shares and seek +the listing of H Shares on the Stock Exchange. Our Company has obtained such approval at the +Shareholders’ general meeting held on March 27, 2025. +SHARE CAPITAL +–1 6 2– + + +--- page 172 --- +SUBSTANTIAL SHAREHOLDERS +So far as our Directors are aware, immediately f ollowing the completion of the Global Offering +and assuming the Over-allotment Opt ion is not exercised, the followi ng persons will have interests +and/or short positions in the Shares or underlying shares of our Company which would fall to be +disclosed pursuant to the provisions of Divisio n s2a n d3o fP a r tX Vo ft h eS F Oo r ,w h oi s ,d i r e c t l y +or indirectly, interested in 10% or more of the n ominal value of any class of our share capital +carrying rights to vote in all circumstances at general meetings of our Company: +As at the Latest Practicable Date +Immediately following the completion of +the Global Offering and the conversion of +Domestic Shares into H Shares (assuming the +Over-allotment Option is not exercised) +Name of Shareholder Nature of interest Class of Shares +Number of +Shares +Shareholding +percentage +Class of +Shares +Number of +Shares +Shareholding +percentage +(Approximate +%) +(Approximate +%) +Mr. Yang (1)(2)(3)(4) Beneficial owner, +interest held by +controlled +corporations, +interest of spouse +Domestic +Unlisted +Shares +59,108,359 87.77% H Shares 59,108,359 75.00% +Ms. Li +(1)(2)(3)(4) Beneficial owner, +interest held by +controlled +corporations, +interest of spouse +Domestic +Unlisted +Shares +59,108,359 87.77% H Shares 59,108,359 75.00% +Jurun Investment +(2) Beneficial owner Domestic +Unlisted +Shares +24,600,000 36.53% H Shares 24,600,000 31.21% +Kaixuan Star +(3) Beneficial owner Domestic +Unlisted +Shares +3,600,000 5.35% H Shares 3,600,000 4.57% +Kailai Star +(4) Beneficial owner Domestic +Unlisted +Shares +2,400,000 3.56% H Shares 2,400,000 3.05% +Liuliu Star (4) Interest held by +controlled +corporations +Domestic +Unlisted +Shares +2,400,000 3.56% H Shares 2,400,000 3.05% +Liuliu LIUM +(4) Interest held by +controlled +corporations +Domestic +Unlisted +Shares +2,400,000 3.56% H Shares 2,400,000 3.05% +Liuliu Orchard (4) Interest held by +controlled +corporations +Domestic +Unlisted +Shares +2,400,000 3.56% H Shares 2,400,000 3.05% +Liuliu Ren +(4) Interest held by +controlled +corporations +Domestic +Unlisted +Shares +2,400,000 3.56% H Shares 2,400,000 3.05% +Notes: +(L) All the interests stated are long positions. +(1) Mr. Yang and Ms. Li are spouses. Accordingly, Mr. Ya ng and Ms. Li are deemed to be interested in the Shares +held by each other under the SFO. +(2) Jurun Investment is owned as to 90% by Mr. Yang and 10% by Ms. Li. By virtue of the SFO, Mr. Yang and Ms. +Li are deemed to be interested in the Shares held by Jurun Investment. +(3) Kaixuan Star is owned as to approximately 1.39% by Mr. Yang and approximately 5.56% by Ms. Li, and Mr. +Yang is the general partner of Kaixuan Star. By virtue of the SFO, each of Mr. Yang and Ms. Li is deemed to be +interested in the Shares held by Kaixuan Star. +(4) Kailai Star, our Pre-IPO Share Incen tive Platform, is owned as to approx imately 1.00% by Mr. Yang as general +partner, approximately 41.67% by Liuliu Star and appr oximately 12.50% by Liuliu LIUM. Liuliu Star was held +as to approximately 14.90% by Mr. Yang as general par tner, approximately 36.00% by Liuliu Orchard and +approximately 15.00% by Liuliu Ren. Mr. Yang, as general partner, held approximately 24.67% of Liuliu +LIUM, 23.33% of Liuliu Orchard, and 12.67% of Liuliu Ren. By virtue of the SFO, each of Mr. Yang, Ms. Li, +L i u l i uS t a r ,L i u l i uL I U M ,L i u l i uO r c h a r da n dL i u l i uR e ni sd e e m e dt ob ei n t e r e s t e di nt h eS h a r e sh e l db yK a i l a i +Star. +SUBSTANTIAL SHAREHOLDERS +–1 6 3– + + +--- page 173 --- +Save as disclosed herein, our Directors are no t aware of any persons who will, immediately +following completion of the Global Offering (assumin g the Over-allotment Option is not exercised), +have interests and/or short positions in Shares or underlying shares which would fall to be disclosed +under the provisions of Divisions 2 and 3 of Part XV of the SFO or, who is, directly or indirectly, +interested in 10% or more of the nominal value of an y class of our share capital carrying rights to +vote in all circumstances at general meetings of our Company or any other member of our Group. +SUBSTANTIAL SHAREHOLDERS +–1 6 4– + + +--- page 174 --- +THE CORNERSTONE INVESTMENTS +We have entered into cornerstone investment agreements (each, a ‘‘ Cornerstone Investment +Agreement ,’’ and together, the ‘‘Cornerstone Investment Agreements ’’) with the cornerstone investors +set out below (each, a ‘‘ Cornerstone Investor ,’’ and together, the ‘‘Cornerstone Investors ’’), pursuant +to which the Cornerstone Investors have agreed, subject to certain c onditions, to subscribe for such +number of Offer Shares (rounded down to the nearest whole board lot of 100 H Shares) as may be +purchased at the Offer Price with an aggre gate amount of approximately HK$147.6 million +(calculated based on the exchange rate prescribed in the Cornerstone Investment Agreement and an +Offer Price of HK$43.58 per Offer Share, and excl usive of brokerage, SFC transaction levy, AFRC +transaction levy, and Stock Exchange trading fee) (the ‘‘ Cornerstone Investment ’’). +Based on the Offer Price of HK$43.58 per Offer S hare, the total number of Offer Shares to be +subscribed for by the Cornerstone Investors would be 3,387,100 H Shares, representing +approximately (i) 29.55% of the H Shares offered p ursuant to the Global Offering (assuming the +Over-allotment Option is not exercised), (ii) 4.30% of our total issued share capital immediately +upon completion of the Global Offering (assuming t he Over-allotment Option is not exercised), and +(iii) 4.21% of our total issued share capital immed iately upon completion of the Global Offering and +the full exercise of the Over-allotment Option. +The Company is of the view that the Cornerstone Investment signifies our Cornerstone +Investors’ confidence in the Company and its busine ss prospects, while also contributing to raising +the Company’s public profile. The Company became acquainted with each of the Cornerstone +Investors through the business network of the Group. +Among the Cornerstone Investors, Fanchang Revitalization (as defined below) is a close +associate of the existing Shareholders, As at the Latest Practicable Date, Huaan Fund and Xingnong +Fund held approximately 1.80% and 1.57% of the total issued share capital of our Company, +respectively, and will hold approximately 1.53% a nd 1.34%, respectively, up on Listing. Huaan Fund +is owned as to 25% by Fanchang Chungu (as defin ed below) as a limited partner, and Fanchang +Chungu is ultimately wholly owned by the Fancha ng District Finance Bureau (as defined below). +Xingnong Fund is wholly owned by Fanchang Chungu. We have applied to, and the Stock Exchange +has granted, a waiver from strict compliance with t he Listing Rules in respect of the cornerstone +investment made by Fanchang Revitalization. For d etails, please refer to ‘‘Waivers from Strict +Compliance with the Listing Rules’’ in this prospectus. +The Cornerstone Investment will form part of the International Offering, and, unless otherwise +approved by the Stock Exchange, the Cornerstone Inv estors and their respective close associates will +not subscribe for any Offer Shares under the Global Offering other than pursuant to the Cornerstone +Investment Agreements. The Offer Shares to be s ubscribed for by the Cornerstone Investors will +rank pari passu in all respects with the fully paid H Shares in issue following the completion of the +Global Offering and will be listed on the Stock Exchange. Such Offer Shares will be counted toward +the public float of the Company under Rule 19A.13A(1) of the Listing Rules. +Immediately following the completion of the Global Offering, (i) none of the Cornerstone +Investors will become a substantial shareholder of the Company; (ii) none of the Cornerstone +Investors will have any Board representation in the Company solely by virtue of their cornerstone +investment; and (iii) the equity interests in the C ompany beneficially ow ned by the three largest +public Shareholders will be less than 50% for th e purpose of Rule 8.08(3) of the Listing Rules. +CORNERSTONE INVESTORS +–1 6 5– + + +--- page 175 --- +To the best knowledge of the Company, (i) each of the Cornerstone Investors is an Independent +Third Party; (ii) none of the Cornerstone Investors is accustomed to taking instructions from the +Company, the Directors, the chief executive, t he Supervisors, the Con trolling Shareholders, +substantial Shareholders, existing Shareholders, an y of their subsidiaries, or their respective close +associates in relation to the acquisition, disposal, voting, or other disposition of H Shares registered +in its name or otherwise held by it; and (iii) none of the subscriptions for the relevant Offer Shares by +the Cornerstone Investors is financed by the Company, the Directors, the chief executive, the +Supervisors, the Controlling Share holders, substantial Shareholde rs, existing Shareholders, any of +their subsidiaries, or their respective close asso ciates for the purpose of subscribing for the Offer +Shares. +To the best knowledge of the Company and as confirmed by each of the Cornerstone Investors, +they made their own independent decisions to enter into the Cornerstone Investment Agreements, +and their subscriptions under the Cornerstone Investment would be financed by their own internal +resources. None of the Cornerstone Investors or their shareholder(s) are listed on any stock +exchanges. The Cornerstone Investors have also c onfirmed that all necessary approvals have been +obtained with respect to the Cornerstone Investment and that no specific approval from any stock +exchange (if relevant) or their shareholders is req uired for the Cornerstone Investment. Other than a +guaranteed allocation of the relevant Offer Share s at the final Offer Price, the Cornerstone Investors +do not have any preferential rights in the Cornerstone Investment Agreements compared with other +public Shareholders. Other than the Cornerstone Investment Agreements, as confirmed by each of +the Cornerstone Investors, there are no side ag reements or arrangements between us and the +Cornerstone Investors or any benefit, direct or indirect, conferred on the Cornerstone Investors by +virtue of or in relation to the Listing, other than a g uaranteed allocation of the relevant Offer Shares +at the Offer Price. +The total number of Offer Shares to be subscribed for by the Cornerstone Investors under the +Cornerstone Investment may be affected by 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 — R eallocation’’ in this prospectus. The number +of Offer Shares to be acquired by each Cornerston e Investor may be reduced on a pro rata basis in +accordance with the terms of the Cornerstone Inv estment Agreements to satisfy the public demands +under the Hong Kong Public Offering, after taking into account the requirements under Appendix +F1 to the Listing Rules as well as the discretion of the Overall Coordinators (for themselves and on +behalf of the International Underwriters) to exer cise the Over-allotment Option. Further, the +Cornerstone Investors have agre ed that in the event (1) that the requirements under Rule 8.08(3) of +the Listing Rules, which stipulates that no more than 50% of the Shares in public hands can be +beneficially owned by the three largest public shareholders of the Company, or (2) that the minimum +allocation to investors in the placing tranche (o ther than Cornerstone Investors) under paragraph +3.2 of Practice Note 18 to the Listing Rules, may not be complied with on the Listing Date, the +number of the H Shares to be subscribed for by the Cornerstone Investors may be adjusted to ensure +compliance with such rules. Details of the actua ln u m b e ro fO f f e rS h a r e st ob ea l l o c a t e dt oe a c ho f +the Cornerstone Investors will be disclosed in the allotment results announcement to be issued by the +Company on or around June 8, 2026. +CORNERSTONE INVESTORS +–1 6 6– + + +--- page 176 --- +The Cornerstone Investors have agreed to pay for the relevant Offer Shares that they have +subscribed before dealings in the Company’s H Shares commence on the Stock Exchange. The +Cornerstone Investors have agreed that our Company, the Joint Sponsors and the Overall +Coordinators may in their sole di scretion defer the delivery of all or part of the Offer Shares it will +s u b s c r i b et oo nad a t el a t e rt h a nt h eL i s t i n gD a t e .Such delayed delivery arrangement is in place to +facilitate the over-allocation in the International Offering. There will be no delayed delivery if there +is no over-allocation in the International Offeri ng. Where delayed delivery takes place, (i) there +would be delayed delivery of Offer Shares to some of t he Cornerstone Investors based on commercial +negotiations with the Cornerstone Investors, (ii) the delayed delivery date should be no later than +three business days following the last day on which t he Over-allotment Option may be exercised, (iii) +no extra payment will be made to the relevant Cornerstone Investors for the purpose of the delayed +delivery arrangement, and (iv) each of the Cornerstone Investors has agreed that it shall nevertheless +pay for the relevant Offer Shares in full before the Listing. As such, there will not be any deferred +settlement in payment by the Cornerstone Investors. +THE CORNERSTONE INVESTORS +The table below sets out details of the Cornerstone Investment: +Based on the Offer Price of HK$43.58 : +Assuming the +Over-Allotment Option +is not exercised (5) +Assuming the +Over-Allotment Option +is fully exercised (5) +Cornerstone Investor Investment amount +Number of +Offer Shares +to be +acquired (1) +Approximate +%o ft h e +Offer Shares +Approximate +%o ft h e +issued share +capital +Approximate +%o ft h e +Offer Shares +Approximate +%o ft h e +issued share +capital +(in thousands) +Fanchang +Revitalization +HK$70,164 (2) 1,610,000 14.04% 2.04% 12.21% 2.00% +Top New US$10,000 (3) 1,777,100 (4) 15.50% 2.26% 13.50% 2.21% +3,387,100 29.55% 4.30% 25.71% 4.21% +Notes: +(1) Rounded down to the nearest whole board lot of 100 H Shares. +(2) Exclusive of brokerage, SFC transaction levy, AF RC transaction levy and Stock Exchange trading fee. +(3) Being the maximum investment amount (inclusive of br okerage, SFC transaction levy, AFRC transaction levy +and Stock Exchange trading fee) for such number of Offer Shares as may be purchased at the Offer Price, +rounded down to nearest whole board lot of 100 H Shares. +(4) Calculated based on the exchange rate prescribed in t he Cornerstone Investment Agreement based on an Offer +Price of HK$43.58 per Offer Share. +(5) Assuming no other changes are made to the issued share c apital of our Company between the Latest Practicable +Date and the date of exercise of Over-allotment Option. +The information about our Cornerstone Investors set forth below has been provided by the +Cornerstone Investors in connecti on with the Cornerstone Investment. +CORNERSTONE INVESTORS +–1 6 7– + + +--- page 177 --- +Fanchang Revitalization +Wuhu Fanchang District Rural Revitalizatio n Development Group (Hong Kong) Limited +(‘‘Fanchang Revitalization ’’) is a limited liability company incorporated in Hong Kong. As at the +Latest Practicable Date, Fanchang Revitalizat ion was wholly owned by Wuhu Fanchang District +Rural Revitalization Development Group Co., Ltd.* ( 蕪湖市繁昌區鄉村振興發展集團有限公司) +(‘‘Fanchang Revitalization Group ’’). Fanchang Revitalization Group is a limited liability company +established in the PRC and is owned as to approximately (i) 23.08% by Wuhu Fanchang Chungu +Industry Investment Fund Co., Ltd. (‘‘ Fanchang Chungu ’’), and (ii) 76.92% by the Finance Bureau of +Fanchang District, Wuhu City (the State-owned A ssets Supervision and Administration Commission +of the People’s Government of Fanchang District, Wuhu City) (the ‘‘ Fanchang District Finance +Bureau ’’). Fanchang Chungu is ultimately wholly owned by the Fanchang District Finance Bureau. +Top New +Top New Development Limited is an investment holding company incorporated under the laws +of Hong Kong. It is ultimately controlled by Mr. Ji ang Nanchun, who is an Independent Third Party +and the founder and chairman of Focus Med ia Information Technology Co., Ltd. ( 分眾傳媒信息技 +術股份有限公司)( ‘ ‘Focus Media ’’), a company listed on the Shenzhen Stock Exchange (stock code: +002027.SZ). After the Track Record Period and up to the Latest Practicable Date, the Company had +business relationship with a subsidiary of F ocus Media for distributing advertisements. +CLOSING CONDITIONS +The subscription obligation of each of the Co rnerstone Investors under the respective +Cornerstone Investment Agreements is subject to, among other things, the following closing +conditions: +(a) the underwriting agreements for the Hong K ong Public Offering and the International +Offering being entered into and having becom ee f f e c t i v ea n du n c o n d i tional (in accordance +with their respective original terms or as subsequently waived or varied by agreement of +the parties thereto) by no later than the time and date as specified in these underwriting +agreements, and neither of the aforesaid underw riting agreements having been terminated; +(b) the Offer Price having been agreed upon between the Company and the Overall +Coordinators (for themselves and on behalf of the Underwriters of the Global Offering); +(c) the Listing Committee of the Stock Exchange having granted the approval for the listing +of, and permission to deal in, the H Shares (including the H Shares subscribed for by each +of the Cornerstone Investors) as well as other applicable waivers and approvals (including +waivers and approvals related to the subscription of the H Shares by each of the +Cornerstone Investors), and such approval, permission or waiver having not been revoked +prior to the commencement of dealings in the H Shares on the Stock Exchange; +(d) no laws shall have been enacted or promulg ated by any governmental authority which +prohibits the consummation of the transacti ons contemplated in the Global Offering or in +the Cornerstone Investment Agreements and there shall be no orders or injunctions from +a court of competent jurisdiction in effect precluding or prohibiting consummation of +such transactions; and +(e) the respective representations, warrant ies, undertakings, a cknowledgments and +confirmations of the Cornerstone Inves tor under the Cornerstone Investment +Agreement are (as of the date of the respective Cornerstone Investment Agreement) and +will be (as of the Closing (as defined in the respective Cornerstone Investment Agreement) +and the delayed delivery date (as applicable)) true, accurate and complete in all respects +and not misleading and that there is no breach of such Cornerstone Investment +Agreement on the part of the Cornerstone Investor. +CORNERSTONE INVESTORS +–1 6 8– + + +--- page 178 --- +RESTRICTIONS ON DISPOSALS BY THE CORNERSTONE INVESTORS +Each of the Cornerstone Investors has agreed that it will not, whether directly or indirectly, at +any time during the period of nine months fro m and including the Listing Date (the ‘‘ Lock-up +Period ’’), dispose of any of the Offer Shares they have subscribed for pursuant to the relevant +Cornerstone Investment Agreemen t, save for in certain limited circumstances, such as transfers to +any of its wholly owned subsidiaries who will be bound by the same obligations of such Cornerstone +Investor, including the Loc k-up Period restriction. +CORNERSTONE INVESTORS +–1 6 9– + + +--- page 179 --- +The following discussion and analysis should be read in conjunction with our consolidated +financial statements included in ‘‘Appendix I — Accountants’ Report,’’ together with the +accompanying notes. Our consolidated financial statements have been prepared in accordance with +IFRSs. +The following discussion and analysis contain forward-looking statements that involve risks and +uncertainties. These statements are based on assumptions and analysis that we make in light of our +experience and perception of historical trends, current conditions and expected future developments, +as well as other factors we believe are appropriate under the circumstances. However, our actual +results may differ significantly from those project ed in the forward-looking statements. Factors that +might cause future results to differ significant ly from those projected in the forward-looking +statements include, but are not limited to, those discussed in ‘‘Risk Factors’’ and ‘‘Forward-Looking +Statements’’ and elsewhere in this prospectus. +OVERVIEW +We are a fruit snack company with a particular focus on the plum-based products. We have +built a diverse plum-based products portfolio rang ing from classic products crafted with traditional +techniques to products fused with complex flav ors, catering to a wide range of taste profiles. +During the Track Record Period, we achieved strong growth. Our revenue increased by 22.2% +from RMB1,322.0 million in 2023 to RMB1,616.0 millio n in 2024, and further increased by 5.9% to +RMB1,710.7 million in 2025. Our gross profit incr eased by 10.0% from RMB529.7 million in 2023 to +RMB582.5 million in 2024, and further increa sed by 4.5% to RMB608.7 million in 2025. We +recorded a net profit of RMB99.2 million, RMB1 47.7 million and RMB182.1 million in 2023, 2024 +and 2025, respectively. +BASIS OF PREPARATION +Our historical financial information has been prepared in accordance with IFRS Accounting +Standards, which comprise all standards and in terpretations approved by the International +Accounting Standards Board. The historical fi nancial information has been prepared under the +historical cost convention except for financial assets at fair value through other comprehensive +income and financial liabilities at fair value thro ugh profit or loss which have been measured at fair +value. +The preparation of the historical financial in formation in conformity with IFRS Accounting +Standards requires the use of certain critical accounting estimates. It also requires management to +exercise its judgment in the process of applying our accounting policies. The areas involving a higher +degree of judgment or complexity, or areas where a ssumptions and estimates are significant to the +historical financial information, are disclosed in Note 3 to the Accountants’ Report included in +Appendix I to this prospectus. +MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS +Consumer Demand for Plum-Based Products +Our results of operations are significantly influenced by evolving consumer preferences and +tastes. Driven by increasing consumption level Chin ese consumers are increasingly prioritizing food +safety and natural ingredients, while demons trating a stronger willingness to pay a premium for +high-quality plum-based products made with natur al ingredients. Consumer preferences may shift +due to a variety of factors, including emerging health trend, shift in consumption concepts and +diversification of consumption scenarios. Our product innovation capabilities and deep market +insights have enabled us to deliver various fruit snack s with natural ingredients, garnering popularity +since their market introduction. +FINANCIAL INFORMATION +–1 7 0– + + +--- page 180 --- +Product Offering Expansion Driven by Continued R&D Efforts +Our revenue growth depends on our ability to d evelop and expand product offerings that +accommodate shifting consumer tastes and different consumption scenarios. Our product innovation +capabilities in developing commercially successful plum-based products are demonstrated by our +plum jelly launch. Positioned as a functional and prese rvative-free snacking alternative to traditional +options, the plum jelly’s revenue contribut ion grew rapidly from RMB311.1 million in 2023 to +RMB410.4 million in 2024, and further increased to RMB465.9 million in 2025. We aim to further +diversify our portfolio by fully exploring the va lue of plums in other product categories and +identifying new consumption scenarios for plum-based foods. +Expansion and Maintenance of Sales and Distribution Networks +Our multi-faceted sales network integrates o nline self-operated stores, supermarkets, +membership stores, snack stores and a distributorship network, encompassing both online and +offline scenarios. We plan to expand our presenc e in emerging direct sales channels, including +membership stores and national snack chains. We reach end consumers directly through our +self-operated online stores and sales to retailers. We established our self-operated stores on leading +e-commerce platforms and social media platforms. T hese customers possess extensive end consumer +bases and robust purchasing power, and we strateg ically sell products to them to further amplify our +market presence. Revenue from supermarkets and membership stores increased by 56.2% from +RMB170.9 million in 2023 to RMB266.9 million in 2 024, and further increased by 50.8% to +RMB402.6 million in 2025. Our revenue from snack s tores increased by 311.6% from RMB133.8 +million in 2023 to RMB550.8 million in 2024 and furt her increased by 17.7% to RMB648.5 million in +2025. +We also collaborate with a wide array of distri butors, including wholesale distributors, +distributors with visit sales capabilities and county-level distributors. By harnessing the +complementary strengths of these distributor types, we have cultivated a highly adaptive +distribution network, which not only amplifies our market reach but also enhances operational +efficiency by aligning our resources with the unique demands of different segments. As of December +31, 2025, we engaged a total of 1,439 distributors. +Production Expansion and Supply Chain Management +We have established production bases next to ma jor plum sourcing regions including Anhui, +Fujian and Guangxi. The overall utilization rate o f our production plants was 79.1%, 83.2% and +75.1% in 2023, 2024 and 2025, respectively. We engage OEM suppliers to produce plum jelly as a +supplement to our own capacity. Our ability to further increase our production c apacity is critical to +supporting our stable and continuous business growth. In addition to refine and optimize our +production process, we plan to establish specialized production plants and expand our production +lines to increase our production capacity. See ‘‘Future Plans and Use of Proceeds.’’ In addition, we +are exposed to fluctuations in the prices of key raw materials, including green plums, imported +prunes and sugar, which may have impact on our cost of sales. We closely monitor the supply and +cost trends of the raw materials and maintain strong connections with our upstream plum suppliers +and overseas prune suppliers, fos tering long-term and stable partn erships. We strive to enhance our +supply chain management capabilit ies to boost operational and managerial efficiencies, ultimately +leading to improved fin ancial performance. +FINANCIAL INFORMATION +–1 7 1– + + +--- page 181 --- +Effectiveness of Branding and Marketing Activities +Our comprehensive, multi-dimensional appro ach includes leveraging products, cultural +initiatives, festivals, KOLs and celebrities. I n 2023, 2024 and 2025, our selling and distribution +expenses were RMB309.4 millio n, RMB310.2 million and RMB271.7 million, respectively. We +believe that effective marketing and branding a ctivities can increase consumer demand for our +products, thereby boosting our s hort-term revenue. In addition, these efforts will help transform +consumers into loyal supporters of our brands, ensuring sustainable profitability in the long term. +Seasonality +Our business operations exhibit seasonal pattern s in both procurement and sales activities. We +conduct significant procurement of plums during the spring harvest season to support our +production and sales requirements for the subsequent year. On the other hand, our business and +results of operation are subject to seasonal fluct uations primarily due to impact of public holidays +such as the Chinese New Year and the stocking a nd sales cycles of customers before or around +holidays. We launch product bundles for certain festivals and holidays to boost sales and typically +experience sales peaks before Chinese New Year. The se seasonal fluctuations may render our results +of operations in certain given periods not indicative of our results of operations for the full year. +CRITICAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES +For our material accounting policies, estima tes, assumptions and judgments, that are +important to understanding our financial condit ion and results of operations, see Note 2.3 and +Note 3 to the Accountants’ Report in Appendix I to this Prospectus. +PRINCIPAL COMPONENTS OF OUR CONSOLIDATED STATEMENTS OF PROFIT OR +LOSS +The following table summarizes our results of operations for the years indicated: +Year ended December 31, +2023 2024 2025 +(RMB in thousands) +Revenue 1,322,042 1,616,018 1,710,731 +Cost of sales (792,331) (1,033,553) (1,102,031) +Gross profit 529,711 582,465 608,700 +Other income and gains, net 27,962 39,572 34,966 +Selling and distribution expenses (309,395) (310,170) (271,720) +Administrative expenses (88,691) (100,180) (112,085) +Research and development expenses (33,612) (18,948) (27,885) +Finance costs (7,966) (7,773) (13,221) +Fair value (loss)/gain on financial liabilities at +fair value through profit or loss (‘‘ FVTPL ’’) (6,026) (1,625) 5,300 +Impairment losses on trade receivables and +other receivables, net (719) (2,143) (2,481) +Other expenses (661) (791) (2,399) +Profit before tax 110,603 180,407 219,175 +Income tax expense (11,372) (32,688) (37,087) +Profit for the year 99,231 147,719 182,088 +Attributable to: +Owners of the Company 99,231 147,719 182,088 +FINANCIAL INFORMATION +–1 7 2– + + +--- page 182 --- +Revenue +Revenue by Product Category +The following table sets forth a breakdown of our revenue by product category for the years +indicated: +Year ended December 31, +2023 2024 2025 +R M B%R M B%R M B% +(RMB in thousands, except for percentages) +Dried plum snacks 838,110 63.4 973,531 60.3 829,895 48.5 +Prune-based products 155,985 11.8 223,561 13.8 380,210 22.2 +Plum jelly 311,069 23.5 410,358 25.4 465,879 27.3 +Others (1) 16,878 1.3 8,568 0.5 34,747 2.0 +Total 1,322,042 100.0 1,616,018 100.0 1,710,731 100.0 +Note: +(1) Others mainly represent plum gummy, plum-based seasoning products, plum tea concentrate and other +fruit-based products. +The table below sets forth a breakdown of our s ales volume and average selling price per kg by +m a j o rp r o d u c tc a t e g o r yf o rt h ey e a r si n d i c a t e d : +Year ended December 31, +2023 2024 2025 +Dried plum snacks kilotons 23.2 29.9 23.6 +RMB/kg 36.2 32.6 35.2 +Prune-based products kilotons 4.0 5.6 9.0 +RMB/kg 38.7 39.7 42.1 +Plum jelly kilotons 12.1 21.8 24.7 +RMB/kg 25.7 18.8 18.8 +During the Track Record Period, the sales vol ume of plum jelly and prune-based products +increased steadily due to our expanding promotion efforts and new product launches. We introduced +various packaging sizes and combinations tailored to the targeted consumers’ preferences. Our target +consumers for membership stores and chain snac k stores differ from those of supermarkets. +Membership stores primarily serve premium co nsumers who seek higher-quality, curated and +customized product offerings. By contrast, chain snack stores attract consumers who prioritize +variety and novelty, with a focus on diversified snack options across flavors and package sizes. +Supermarkets, in comparison, generally cater to mass-market consumers seeking standardized, +broad-based assortments for routine purchases. A dditionally, in 2024, we offer customized products +with lower per-unit prices for distributors targe ting the lower-tier cities, expanding our market +presence. We expanded our produ ction capacity for plum jelly in 2024, allowing us to implement +more competitive pricing strategies to appeal to a broader range of consume rs. The average selling +price of our prune-based products increased grad ually during the Track Record Period, primarily +due to the launch of prune-based products tailo red for certain membership stores, reflecting +premium positioning. +FINANCIAL INFORMATION +–1 7 3– + + +--- page 183 --- +Revenue by Sales Channel +The table below sets forth a breakdown of our revenue by sales channel for the years indicated: +Year ended December 31, +2023 2024 2025 +Amount % Amount % Amount % +(RMB in thousands, except for percentages) +Online self-operated stores 135,582 10.3 139,226 8.6 128,945 7.5 +Supermarkets and membership +stores (1) 170,919 12.9 266,914 16.5 402,554 23.5 +Snack stores 133,827 10.1 550,813 34.1 648,451 38.0 +Distributorship 881,714 66.7 659,065 40.8 530,781 31.0 +Total 1,322,042 100.0 1,616,018 100.0 1,710,731 100.0 +Note: +(1) Supermarkets and membership stores primarily incl ude national and regional supermarkets operating both +online and offline, as well as membership stor es with whom we began coope ration in late 2024. +During the Track Record Period, revenue from su permarkets and membership stores increased +by 56.2% from RMB170.9 million in 2023 to RMB266. 9 million in 2024, and further increased by +50.8% to RMB402.6 million in 2025. This was primar ily driven by (i) our introduction of premium +products for membership stores, such as Chilean pitted prunes; and (ii) our commencement of +business with certain prominent and fas t-growing membership stores in late 2024. +Revenue from snack stores increased signifi cantly by 311.7% from RMB133.8 million in 2023 +to RMB550.8 million in 2024 and further grew b y 17.7% to RMB648.5 million in 2025. This was +primarily driven by (i) the continued expansion of la rge-scale snack store chains; (ii) our expanded +presence and increased cooperation with leading nationwide snack store chains; (iii) our launch of +customized product formats, such as family-s ized packages and variety packs; and (iv) our +implementation of co-branding initiatives and targeted marketing campaigns, as well as our +enhanced use of digital marketing and live commerce platforms. +Revenue from distributorsh ip decreased by 25.2% at RMB881.7 million in 2023 to RMB659.1 +million in 2024, further decreased by 19.5% to RM B530.8 million in 2025. This decline was primarily +due to our strategic shift to focus on the sales to sup ermarkets, membership stores and snack stores. +Cost of sales +The following table sets forth a breakdown of our cost of sales by nature for the years +indicated: +Year ended December 31, +2023 2024 2025 +Amount % Amount % Amount % +(RMB in thousands, except percentages) +Raw material costs 575,546 72.8 771,381 74.6 807,413 73.2 +Labor costs 103,126 13.0 141,018 13.6 151,312 13.7 +Outsourced processing costs 39,843 5.0 31,977 3.1 38,195 3.5 +Utilities expenses 32,835 4.1 44,273 4.3 51,623 4.7 +Depreciation and amortization 30,463 3.8 30,636 3.0 36,223 3.3 +Others +(1) 10,518 1.3 14,268 1.4 17,265 1.6 +Total 792,331 100.0 1,033,553 100.0 1,102,031 100.0 +Note: +(1) Others primarily include testing fees, maintenance costs and low-value consumables. +FINANCIAL INFORMATION +–1 7 4– + + +--- page 184 --- +Our cost of sales generally increased in line w ith the revenue growth during the Track Record +Period. Our raw material costs, which accounted for 72.8%, 74.6% and 73.2% in 2023, 2024 and +2025, respectively, are mainly affected by the p rices of green plums, prunes and auxiliary raw +materials, which are subject to weather and mark et conditions. See ‘‘Industry Overview — Raw +Material Price Analysis.’’ +Sensitivity analysis +The following sensitivity analy sis illustrates the impact of hypothetical fluctuation in our cost +of raw materials on our profit before tax during the Track Record Period: +Hypothetical changes in the cost of +raw materials +Year ended December 31, +2023 2024 2025 +(RMB in thousands) +±2% 11,511 15,428 16,148 +±5% 28,777 38,569 40,371 +±10% 57,555 77,138 80,741 +Gross Profit and Gross Profit Margin +The following table sets forth a breakdown of our gross profit and gross profit margin by +product category for the years indicated: +Year ended December 31, +2023 2024 2025 +Gross +profit +Gross +profit +margin +(%) +Gross +profit +Gross +profit +margin +(%) +Gross +profit +Gross +profit +margin +(%) +(RMB in thousands, except percentages) +Dried plum snacks 316,378 37.7 312,639 32.1 277,007 33.4 +Prune-based products 54,733 35.1 72,332 32.4 112,956 29.7 +Plum jelly 153,030 49.2 196,107 47.8 211,450 45.4 +Others +(1) 5,570 33.0 1,387 16.2 7,287 21.0 +Total 529,711 40.1 582,465 36.0 608,700 35.6 +Note: +(1) Others mainly represent plum gummy, plum-based seasoning products, plum tea and other dried-fruit products. +FINANCIAL INFORMATION +–1 7 5– + + +--- page 185 --- +The following table sets forth a breakdown of our gross profit and gross profit margin by sales +channel for the years indicated: +Year ended December 31, +2023 2024 2025 +Gross +profit +Gross +profit +margin +(%) +Gross +profit +Gross +profit +margin +(%) +Gross +profit +Gross +profit +margin +(%) +(RMB in thousands, except percentages) +Online self-operated stores 68,050 50.2 65,420 47.0 53,545 41.5 +Supermarkets and +membership stores (1) 77,051 45.1 105,118 39.4 131,959 32.8 +Snack stores 54,266 40.5 191,685 34.8 228,529 35.2 +Distributorship 330,344 37.5 220,242 33.4 194,667 36.7 +Total 529,711 40.1 582,465 36.0 608,700 35.6 +Note: +(1) Supermarkets and membership stores primarily incl ude national and regional supermarkets operating both +online and offline, as well as membership stor es with whom we began coope ration in late 2024. +We recognize promotional disco unts as deduction of revenue for both our retailer customers +and distributors. In particular, gross profit ma rgin of the sales to online self-operated stores +decreased from 47.0% in 2024 to 41.5% in 2025, primarily due to our expanded promotional +activities in relation to the competitive pricin g strategies of the products sold through online +platforms to enhance our brand recognition. +Other Income and Gains +The table below sets forth a breakdown of our other income and gains by nature for the years +indicated: +Year ended December 31, +2023 2024 2025 +(RMB in thousands) +Other income +Government grants and subsidies +Related to income 18,780 33,326 22,611 +Related to assets 729 487 1,049 +Proceeds related to scraps and raw materials, +net 6,357 3,933 5,691 +Bank interest income 665 547 479 +Others 312 514 4,470 +Total other income, net 26,843 38,807 34,300 +Gains +Gains on disposal of items of property, plant +a n d e q u i p m e n t 1 41 22 6 +Compensation 1,105 753 640 +Total gains 1,119 765 666 +Total other income and gains, net 27,962 39,572 34,966 +FINANCIAL INFORMATION +–1 7 6– + + +--- page 186 --- +A significant portion of government grants we received during the Track Record Period were +from the local governments of Jinghu District and Fanchang District in Wuhu City in recognition of +our contribution to the local economy, as well as our investment in production capacity expansion. +In particular, we had an increase in the government grants and subsidies related to income in 2024, +primarily in relation to certain subsidies for our bu siness operations that we re timely fulfilled and +disbursed, and such government grants and subsidies decreased in 2025 due to a reduction in +income-related government grants and subsidies. We have obtained approval documents issued by +competent authorities or signed relevant agr eements with competent authorities for these +government grants. +Selling and Distribution Expenses +The table below sets forth a breakdown of ou r selling expenses by nature for the years +indicated: +Year ended December 31, +2023 2024 2025 +Amount % Amount % Amount % +(RMB in thousands, except percentages) +Employee compensation +expenses 75,316 24.3 80,346 25.9 73,425 27.0 +Marketing expenses 77,097 24.9 60,747 19.6 58,410 21.5 +Advertising expenses 74,215 24.0 79,022 25.5 55,594 20.5 +Transportation expenses 53,744 17.4 64,607 20.8 60,536 22.3 +Travel expenses 15,051 4.9 14,180 4.6 10,094 3.7 +Depreciation and +amortization 6,795 2.2 6,933 2.2 5,774 2.1 +Others +(1) 7,177 2.3 4,335 1.4 7,887 2.9 +Total 309,395 100.0 310,170 100.0 271,720 100.0 +Note: +(1) Others primarily represent entertainment fe es, rental fees and office utilities expenses. +During the Track Record Period, our selling and distribution expenses as a percentage of +revenue decreased from 23.4% in 2023 to 19.2% in 2024 and further decreased to 15.9% in 2025. +Such trend throughout the Track Record Period was primarily because (i) we optimized our sales +and marketing efficiency, resulting in the decr eased employee compensation expenses; (ii) we +deployed more effective advertising approaches targeting certain channels and customer bases, +leading to the decreases in advertising expenses; a nd (iii) we expanded our sales to retail channels, +and some of which, such as most snack stores, g enerally required less marketing effort. +FINANCIAL INFORMATION +–1 7 7– + + +--- page 187 --- +Administrative Expenses +The table below sets forth a breakdown of our ad m i n i s t r a t i v ee x p e n s e sb yn a t u r ef o rt h ey e a r s +indicated: +Year ended December 31, +2023 2024 2025 +Amount % Amount % Amount % +(RMB in thousands, except percentages) +Employee compensation +expenses 51,420 58.0 54,425 54.4 62,519 55.7 +Depreciation and +amortization 16,325 18.4 16,327 16.3 14,958 13.3 +Taxes and surcharges 10,066 11.3 11,163 11.1 11,834 10.6 +Consulting fees 1,715 1.9 2,113 2.1 1,905 1.7 +Travel expenses 4,786 5.4 5,819 5.8 5,913 5.3 +Business development +expenses 1,949 2.2 1,652 1.6 1,181 1.1 +Listing expenses – – 5,794 5.8 12,678 11.3 +Others +(1) 2,430 2.7 2,887 2.9 1,097 1.0 +Total 88,691 100.0 100,180 100.0 112,085 100.0 +Note: +(1) Others primarily represent rental fees and bank charges. +Research and Development Expenses +The table below sets forth a breakdown of our research and development expenses by nature +f o rt h ey e a r si n d i c a t e d : +Year ended December 31, +2023 2024 2025 +Amount % Amount % Amount % +(RMB in thousands, except percentages) +Direct costs 22,012 65.5 9,531 50.2 16,540 59.3 +Employee compensation +expenses 8,281 24.6 7,475 39.5 8,514 30.5 +Depreciation and +amortization 1,710 5.1 1,323 7.0 1,974 7.1 +R&D outsource 1,264 3.8 337 1.8 617 2.2 +Others (1) 345 1.0 282 1.5 240 0.9 +Total 33,612 100.0 18,948 100.0 27,885 100.0 +Note: +(1) Others primarily represent utilities expenses. +FINANCIAL INFORMATION +–1 7 8– + + +--- page 188 --- +Finance Costs +The table below sets forth a breakdown of our finance costs by nature for the years indicated: +Year ended December 31, +2023 2024 2025 +(RMB in thousands) +Interest on bank loans 7,817 7,652 13,080 +Interest on lease liabilities 149 121 141 +Total 7,966 7,773 13,221 +Fair Value (Loss)/Gain on Financial Liab ilities at Fair Value Through Profit or Loss +Certain independent investors subscribed or acquired our ordinary shares with preferential +rights that are designated as financial liabilitie s at FVTPL and were subsequently measured at fair +value. +We had fair value losses on financial liabilitie s at fair value through profit or loss of RMB6.0 +million, RMB1.6 million and fair value gain on financial l iabilities at fair value through profit or loss +of RMB5.3 million in 2023, 2024 and 2025, respectively, primarily representing changes in fair value +of the equity interests with preferential rights held by our investors. See Note 24 to the Accountants’ +Report included in Appendix I to this prospectus. +Income Tax Expense +Our income tax comprises current and deferred tax. We recorded income tax expense of +RMB11.4 million, RMB32.7 million and RMB37.1 millio n in 2023, 2024 and 2025, respectively. In +2023, 2024 and 2025, our Company and its subsidiaries established in the PRC are subject to the +PRC corporate income tax rate of 25.0%, except tha t some of the subsidiaries and their projects were +entitled to preferential tax treatments. +Certain of our subsidiaries are qualified as sma ll and micro enterprises and were entitled to +preferential corporate income tax rates of 2.5% to 5% in 2022 and 5% in 2023 and 2024, +respectively. One of our subsidiaries, Liuliume i Research Institute, was recognized as a High and +New Technology Enterprise in 2022 and was entitle d to a preferential corporate income tax rate of +1 5 %d u r i n ge a c hp e r i o do ft h eT r a c kR e c o r dP e r i o d .This qualification is subject to review by the +relevant tax authority in the PRC for every three years. Certain subsidiaries were granted tax +exemptions in accordance with the policy of ‘‘The notice of preferential tax policy for preliminary +processing of agriculture products.’’ In addition, enterprises engaging in research and development +activities are entitled to claim as deduction 200% as tax deductible expenses when determining their +taxable profits for the year (the ‘‘ Super Deduction ’’) according to relevant laws and regulations. Our +management have made best estimate for the Sup er Deduction to be claimed in ascertaining the +assessable profits during the Track Record Peri od. As of the Latest Practicable Date, we did not +have any material dispute with any tax authority. +FINANCIAL INFORMATION +–1 7 9– + + +--- page 189 --- +YEAR-ON-YEAR COMPARISON OF RESULTS OF OPERATIONS +Results of Operations in 2025 compared with 2024 +The following discussion compares our conso lidated results of operations in 2025 with 2024. +Revenue +Our revenue increased by 5.9% from RMB1, 616.0 million in 2024 to RMB1,710.7 million in +2025. This increase was primarily due to the increased sales of our prune-based products and plum +jelly. +In particular: +. Revenue from dried plum snacks decr eased by 14.8% from RMB973.5 million to +RMB829.9 million in 2025, respect ively. The decrease was caused by our strategic shift to +developing and promoting our other product categories. +. Revenue from prune-based products incr eased by 70.0% from RMB223.6 million in 2024 +to RMB380.2 million in 2025. The increase was primarily due to a surging market demand +for our newly launched pitted prune-based products and our customized prune-based +products for certain membership stores. +. Revenue from plum jelly increased b y 13.5% from RMB410.4 million in 2024 to +RMB465.9 million in 2025. The increase was primarily driven by the growing market +demand for fruit-based jelly and newly la unched seasonal-themed products and +electrolyte-infused slushy jelly. +. Revenue from other products surged by 305.5% from RMB8.6 million in 2024 to +RMB34.7 million in 2025, primarily in rela tion to the increased sales of our newly +launched product categories, such as plum gummy. +In terms of sales channels, revenue from snack stores increased by 17.7% from RMB550.8 +million in 2024 to RMB648.5 million in 2025, while re venue from supermarkets and membership +stores increased by 50.8% from RMB266.9 million in 2024 to RMB402.6 million in 2025. Such +increases were primarily due to our strategic shift in sales focus from distributorship to more direct +cooperation with supermarkets, membership stores and snack stores, resulting in increased sales of +products tailored for these channels. +Cost of Sales +Our cost of sales increased by 6.6% from R MB1,033.6 million in 2024 to RMB1,102.0 million +in 2025, in line with our revenue growth during the same period. +Gross Profit and Gross Profit Margin +As a result of the foregoing, our gross profit increased by 4.5% from RMB582.5 million in 2024 +to RMB608.7 million in 2025. Our gross profit margin remained relatively stable at 36.0% in 2024 +and 35.6% in 2025. The gross profit margin for dried plum snacks remained relatively stable at +32.1% in 2024 and 33.4% in 2025. The gross profit ma rgin for prune-based products decreased from +32.4% in 2024 to 29.7% in 2025, primarily due to increased raw material costs and the ramp-up of +the production line for our prune-based produc ts in 2025. The gross profit margin for plum jelly +decreased from 47.8% in 2024 to 45.4% in 2025, primarily attributable to (i) the increased raw +material costs, such as konjac, and (ii) higher unit production costs during the ramp-up phase of the +new production line. Gross profit margin for other products increased from 16.2% in 2024 to 21.0% +in 2025. +FINANCIAL INFORMATION +–1 8 0– + + +--- page 190 --- +In addition, there were movements in gross profit margins across sales channels. In particular, +our gross profit margin from sales to supermarke ts and membership stores decreased from 39.4% in +2024 to 32.8% in 2025, mainly because we increased the sales of customized prune-based products +for a membership store, which had lower profit mar gins. Our gross profit margin from sales to snack +stores increased from 34.8% in 2024 to 35.2% in 2025, as we introduced certain customized dried +plum snacks with higher margins for national snack chains. Our gross profit margin from sales to +online self-operated stores decreased from 47.0% in the 2024 to 41.5% in 2025, primarily because the +increased promotion expenditure on e-commerce p latforms to enhance the market exposure of our +new products. Our gross profit margin from distri butorship increased from 33.4% in 2024 to 36.7% +in 2025, as we reduced the discounts for distrib utors who failed to meet the sales targets while +shifting to retail channels. +Other Income and Gains +Our other income and gains decreased by 11.6% from RMB39.6 million in 2024 to RMB35.0 +million in 2025 primarily due to a reduction in incom e-related government grants and subsidies. +Selling and Distribution Expenses +Our selling and distribution expenses dec reased by 12.4% from RMB310.2 million in 2024 to +RMB271.7 million in 2025. This decrease was pr imarily due to (i) a decrease in employee +compensation and travel expenses, mainly driven by our strategic shift in sales channels, as the direct +sales to snack stores, supermarkets and membersh ip stores typically rely on their in-house sales +expertise and require fewer sales personnel; and (ii) a decrease in advertising expense, as we deployed +more efficient advertising strategy tailored to s pecific products and specific consumer groups. +Administrative Expenses +Our administrative expenses increased by 11 .9% from RMB100.2 million in 2024 to RMB112.1 +million in 2025, primarily due to the an increase in listing expenses and increase in employee +compensation expenses for talent recruitment. +Research and Development Expenses +Our research and development expenses inc reased by 47.6% from R MB18.9 million in 2024 to +RMB27.9 million in 2025, primarily due to the increa sed direct costs for new product development +projects, including new dried plum products and prune-based products. +Finance Costs +Our finance costs increased by 69.2% fro m RMB7.8 million in 2024 to RMB13.2 million in +2025, primarily due to an increase in interest on bank loans caused by our increased bank loans for +raw material and equipment purchases. +Fair Value (Loss)/Gain on Financial Liabilit ies at Fair Value Through Profit or Loss +Our fair value loss on financial liabilities at f air value through profit or loss increased from +RMB1.6 million in 2024 to fair value gain on financial liabilities at fair value through profit or loss +of RMB5.3 million in 2025. This change from loss to p rofit was primarily due to the fully settled +redemption of liabilities of Ser ies A Shares in January 2025. +Income Tax Expense +Our income tax expense increased from RMB3 2.7 million in 2024 to RMB37.1 million in 2025, +primarily due to the increase of our profit before tax during this period. +FINANCIAL INFORMATION +–1 8 1– + + +--- page 191 --- +Profit for the Year +As a result, our profit for the year incre ased by 23.3% from RMB147.7 million in 2024 to +RMB182.1 million in 2025. +Results of Operations in 2024 compared with 2023 +The following discussion compares our conso lidated results of operations in 2024 with 2023. +Revenue +Our revenue increased by 22.2% from RMB1 ,322.0 million in 2023 to RMB1,616.0 million in +2024. The increase was primarily due to (i) increa sed consumer demand for our dried plum snacks, +prune-based products and plum jelly, and (ii) the s uccessful expansion of our retail channels as we +expanded sales with snack stores, national and regional supermarkets and renowned membership +stores which possess extensive consume r bases and robust purchasing power. +In particular: +. Revenue from dried plum snacks increased by 16.2% from RMB838.1 million in 2023 to +RMB973.5 million in 2024. The increase was pr imarily driven by an increase in sales +volume, which grew from 23,168 tons in 2023 to 29,894 tons in 2024. Such growth reflects +the rising popularity of our dried plum snacks and enhanced brand recognition among +consumers, driven by our continuous efforts to launch new products and upgrade existing +ones as well as successful marketing activities. +. Revenue from prune-based products incr eased by 43.3% from RMB156.0 million in 2023 +to RMB223.6 million in 2024. The increase was primarily due to the growth of sales +volume from 4,028 tons in 2023 to 5,634 tons in 2024, influenced by consumer preferences +for snacks with natural ingredients. +. Revenue from plum jelly increased b y 31.9% from RMB311.1 million in 2023 to +RMB410.4 million in 2024. The increase was pr imarily driven by robust consumer demand +for our new products, with the sales volume of ou r plum jelly increasing significantly from +12,104 tons in 2023 to 21,784 tons in 2024, ref lecting the successful outcomes of our +product development efforts in introducing new flavors. +. Revenue from other products amounted to RMB16.9 million in 2023 and RMB8.6 million +in 2024, primarily in relation to ou rt r i a ls a l e so fc e r t a i np r o d u c t s . +We had continuously achieved substantial reve nue growth from retailer customers, including +national snack chains, as well as membership stores which we started to cooperate with in the late +2024. Revenue from snack stores increased by 311.6% from RMB133.8 million in 2023 to RMB550.8 +million in 2024, while revenue from supermarkets a nd membership stores increased by 56.2% from +RMB170.9 million in 2023 to RMB266.9 million in 20 24. Such increases were primarily due to (i) the +increase in number of supermarkets that we cooperated with from 41 as of December 31, 2023 to 113 +as of December 31, 2024 and the increase in number o f snack stores that we cooperated with from 48 +as of December 31, 2023 to 94 as of December 31, 2024; and (ii) the improving sales performance +with our existing retailer customers, as we capitali zed on their extensive networks to establish direct +consumer connections and achieve nationwide sales growth. +Cost of Sales +Our cost of sales increased by 30.5% from RMB792.3 million in 2023 to RMB1,033.6 million in +2024, primarily due to the increase in raw material c osts and labor costs, as a result of the growing +total production volume in line with our business expansion. +FINANCIAL INFORMATION +–1 8 2– + + +--- page 192 --- +Gross Profit and Gross Profit Margin +As a result of the foregoing, our gross prof it increased by 10.0% from RMB529.7 million in +2023 to RMB582.5 million in 2024. Our gross profit margin decreased from 40.1% in 2023 to 36.0% +in 2024. We had a general decrease in the gross profit margin of our major product categories +including dried plum snacks, prune-based products and plum jelly, primarily due to (i) an increase in +the raw material costs affected by the fluctuation s in market prices of key raw materials, and (ii) that +we proactively offered more favorable prices to increase our market penetration in the broad snack +industry, appealing to a broader range of consumers. +In terms of sales channel, our gross profit ma rgins change across different channels. +Specifically, our gross profit margin from sales to supermarkets and membership stores declined +from 45.1% in 2023 to 39.4% in 2024. Similarly, our gross profit margin from sales to snack stores +decreased from 40.5% in 2023 to 34.8% in 2024. This reduction is primarily due to our adoption of a +pricing strategy that offers lower prices to these c ustomers, coupled with a reduction in expenditures +in relation to marketing activities in cooperati on with these customers. With enhanced pricing +transparency, our customers have been able to leverage their geographic coverage and direct +consumer reach, while enabling us to a chieve improved sales efficiency. +Other Income and Gains +Our other income and gains increased fro m RMB28.0 million in 2023 to RMB39.6 million in +2024. The increase was primarily due to the increase in government grants and subsidies related to +income in relation to our local operations. +Selling and Distribution Expenses +Our selling and distribution expenses amou nted to RMB309.4 million in 2023 and RM310.2 +million in 2024. The slight increase was primarily attr ibutable to (i) an increase in transportation +expenses, in line with our sales growth, (ii) an increase in the advertising expenses for celebrity +endorsements to expand our consumer base, and (iii) an increase in employee compensation expenses +as we expanded our sales team to support our business expansion. This was partially offset by a +decrease in the marketing expenses as we expanded our sales with retailer customers who required +fewer marketing activities. +Administrative Expenses +Our administrative expenses increased by 13 .0% from RMB88.7 million in 2023 to RMB100.2 +million in 2024. The increase was primarily due to (i) the expansion of our administrative team as our +business scaled up, and (ii) the listing expenses incurred in 2024. +Research and Development Expenses +Our research and development expenses decr eased by 43.8% from RMB33.6 million in 2023 to +RMB18.9 million in 2024. The decrease was primarily due to the conclusion of certain R&D projects +initiated in previous periods, which resulted in the launch of new products such as Premium Plums +and plum jelly products featuring new flavors. +Finance Costs +Our finance costs decreased from RMB8.0 million in 2023 to RMB7.8 million in 2024. The +decrease was primarily due to the decrease in in terest on bank loans, attributable to (i) our +repayment of existing loans and securing new lo ans at lower interest rates, and (ii) our reduced +financing needs resulting from increased cash flow generated by our expanded sales. +FINANCIAL INFORMATION +–1 8 3– + + +--- page 193 --- +Fair Value (Loss)/Gain on Financial Liabilit ies at Fair Value Through Profit or Loss +Our fair value loss on financial liabilities at fair value through profit or loss decreased from +RMB6.0 million in 2023 to RMB1.6 million in 2024. The decrease was primarily due to (i) the +changes in the fair value of equity interests with p referential rights held by our investors, (ii) +payment for repurchase of shares issued to an inve stor, (iii) termination of preferential rights +granted to certain investors, and (iv ) issuance of shares to a new investor. +Income Tax Expense +Our income tax expense increased from RMB1 1.4 million in 2023 to RMB32.7 million in 2024, +primarily due to the increase of our profit before tax in 2024. +Profit for the Year +As a result, our profit for the year incre ased by 48.9% from RMB99.2 million in 2023 to +RMB147.7 million in 2024. +DESCRIPTION OF CERTAIN COMPONENTS OF OUR CONSOLIDATED STATEMENTS OF +FINANCIAL POSITION +The following table sets forth the components of our consolidated statements of financial +position as of the dates indicated: +As of December 31, +2023 2024 2025 +(RMB in thousands) +Non-current assets +Property, plant and equipmen t 563,492 592,238 688,491 +Right-of-use assets 90,897 86,494 85,668 +Other intangible assets 2,856 2,385 1,836 +Prepayments, other receivables and other assets 12,291 32,133 66,903 +Deferred tax assets 46,100 21,612 14,344 +Total non-current assets 715,636 734,862 857,242 +Current assets +Inventories 425,934 523,701 673,368 +Trade and bills receivables 80,526 162,928 220,996 +Prepayments, other receivables and other assets 69,330 115,236 115,646 +Income tax recoverable 129 6,501 11,730 +Financial assets at fair value through other +comprehensive income (‘‘ FVOCI ’’) 983 30 — +Pledged bank deposits 34,732 49,662 77,187 +Cash and cash equivalents 67,392 78,047 33,904 +Total current assets 679,026 936,105 1,132,831 +FINANCIAL INFORMATION +–1 8 4– + + +--- page 194 --- +As of December 31, +2023 2024 2025 +(RMB in thousands) +Current liabilities +Financial liabilities at FVTPL 262,535 171,109 — +Trade and bills payables 1 84,957 290,909 346,129 +Other payables and accruals 280,979 258,675 258,884 +Interest-bearing bank borrowings 180,197 321,333 475,393 +Income tax payable 7,420 6,478 20,932 +Lease liabilities 1,965 784 2,360 +Total current liabilities 918 ,053 1,049,288 1,103,698 +Net Current (Liabilities)/Ass ets (239,027) (113,183) 29,133 +Total Assets less Current Liab ilities 476,609 621,679 886,375 +Non-current liabilities +Financial liabilities at FVTPL 206,142 – – +Lease liabilities 1,930 1,146 606 +Deferred income 3,072 2,585 4,142 +Total non-current liabilities 211,144 3,731 4,748 +Net assets 265,465 617,948 881,627 +Equity +Equity attributable to owners of the Company +Share capital 75,665 75,665 67,347 +Reserves 189,800 542,283 814,280 +Total equity 265,465 617,948 881,627 +Property, Plant and Equipment +The following table sets forth a breakdown of our property, plant and equipment as of the +dates indicated: +As of December 31, +2023 2024 2025 +(RMB in thousands) +Buildings 368,786 352,314 349,927 +Plant and machinery 144,811 170,679 205,599 +Furniture and fixtures 13,310 9,417 4,933 +Motor vehicles 901 1,908 3,621 +Building improvement 4,166 2,858 1,633 +Electronic equipment 2,156 2,266 2,535 +Construction in progress 29,362 52,796 120,243 +Total 563,492 592,238 688,491 +FINANCIAL INFORMATION +–1 8 5– + + +--- page 195 --- +Our property, plant and equi pment increased from RMB563 .5 million as of December 31, 2023 +to RMB592.2 million as of December 31, 2024, prima rily due to an increase in construction in +progress in relation to Liuliu Orch ard exhibition hall, the product ion lines of dried plum snacks and +the equipment for the plum jelly production facilit ies. Our property, plant and equipment further +increased from RMB592.2 million as of Decembe r 31, 2024 to RMB688.5 million as of December 31, +2025, primarily due to (i) an increase in plant and machinery and (ii) construction in progress in +relation to certain production facilities for prun e-based products and plum jelly in response to the +surging market demand. +Right-of-use Assets +Our right-of-use assets primarily consist of (i) le asehold land and (ii) offices. Our right-of-use +assets decreased from RMB90.9 million as o f December 31, 2023 to RMB86.5 million as of +December 31, 2024, primarily due to amortization t o the leasehold land and office premises. Our +right-of-use assets remained relatively stab le at RMB86.5 million as of December 31, 2024 and +RMB85.7 million as of December 31, 2025. +Other Intangible Assets +Our other intangible assets primarily consis t of (i) software for daily operations, and (ii) +licenses, including the emission permit. Our othe r intangible assets decreased from RMB2.9 million +as of December 31, 2023 to RMB2.4 million as of D ecember 31, 2024, and further decreased to +RMB1.8 million as of December 31, 2025, primarily du e to amortization of the software and licenses. +Prepayments, Other Receivables and Other Assets +The following table sets forth a breakdown of our prepayments, other receivables and other +assets as of the dates indicated: +As of December 31, +2023 2024 2025 +(RMB in thousands) +Current +Prepayments to suppliers 27,363 35,274 32,558 +Value-added tax recoverable 16,147 15,286 27,481 +Advertising endorsement fee 7,556 10,595 1,537 +Deposits 5,200 16,363 7,422 +Receivables from employees 5,430 4,633 4,728 +Other receivables 7,969 32,328 40,058 +Deferred listing expense – 1,412 3,115 +Impairment allowance (335) (655) (1,253) +69,330 115,236 115,646 +Non-current +Prepayments for non-current assets 12,291 32,133 66,903 +12,291 32,133 66,903 +Total 81,621 147,369 182,549 +FINANCIAL INFORMATION +–1 8 6– + + +--- page 196 --- +Our current portion of our prepayments, other receivables and other assets increased from +RMB69.3 million as of December 31, 2023 to RMB11 5.2 million as of December 31, 2024, primarily +due to (i) an increase in prepayment to suppliers fo r raw materials, (ii) an increase in deposits for +participation in land auctions and (iii) an increa se in other receivables in relation to government +grants and subsidies. The current portion of our prepayments, other receivables and other assets +remained relatively stable at RMB115.2 millio n as of December 31, 2024 and RMB115.6 million as +of December 31, 2025. This stability was primarily attributable to an increase in value-added tax +recoverable, resulting from a higher balance o f input VAT that had not yet been offset against +output VAT as at the period end. Such increase wa s partially offset by a decrease in advertising +endorsement fees due to the amortization of such fees over the term of our endorsement +arrangement, which expired at the end of 2025, a nd a decrease in deposits primarily due to the +offset of a land deposit against the land premium. +The non-current portion of our prepayments, o ther receivables and other assets decreased, +representing the prepayment for land in relation to the expansion and upgrading of our production +facilities, as well as the construction of our R&D and sales and marketing centers, amounted to +RMB12.3 million, RMB32.1 million and RMB66.9 million in 2023, 2024 and 202 5, respectively. +The following table sets forth a breakdown of our other receivables as of the dates indicated: +As of December 31, +2023 2024 2025 +(RMB in thousands) +Receivables from e-commerce platforms 5,728 16,202 21,935 +Government grant receivables – 13,628 15,244 +Others 2,241 2,498 2,879 +Total 7,969 32,328 40,058 +The fluctuation in our receivab les from e-commerce platforms during the Track Record Period +was primarily attributable to variations in th e timing of settlements made by the e-commerce +platforms. +As of April 30, 2026, RMB86.8 million, or 47.2% o f our prepayments, other receivables and +other assets as of December 31, 2025 had been settled. +Inventories +Our inventories primarily consist of (i) work -in-progress which mainly includes plums in +flavoring process, (ii) raw materials, primarily in cluding packaging materials and ingredients for +plum jelly such as locust bean gum and konjac, and (iii) finished goods and goods in transit. The +following table sets forth a breakdown of our inventories as of the dates indicated: +As of December 31, +2023 2024 2025 +(RMB in thousands) +Work-in-progress 306,122 338,019 546,342 +Raw materials 52,305 77,472 66,664 +Finished goods and goods in transit 67,507 108,210 60,362 +Total 425,934 523,701 673,368 +FINANCIAL INFORMATION +–1 8 7– + + +--- page 197 --- +Our inventories increased f rom RMB425.9 million as of Dec ember 31, 2023 to RMB523.7 +million as of December 31, 2024, primarily due to (i) our proactive increase in inventory reserves +based on overall market demand forecasts, and (ii) an increase in goods in transit as our customers +stocked up in anticipation of surging sales befor e the Chinese New Year, which occurred earlier in +2025 compared to the previous year. Our inv entories increased from RMB523.7 million as of +December 31, 2024 to RMB673.4 million as of December 31, 2025, primarily due to an increase in +work-in-progress, as we conducte d preliminary processing for raw materials in preparation for +further processing, thereby meeting the expanding production needs in anticipation of the growing +market demand in Chinese New Ye ar promotion in February 2026. +The following table sets forth an aging analysis of our inventories as of the dates indicated: +As of December 31, +2023 2024 2025 +(RMB in thousands) +Within one year 378,666 474,716 612,830 +One to two years 47,268 48,985 60,538 +Total 425,934 523,701 673,368 +During the Track Record Period, our inventory aged one to two years were primarily plums in +favoring process. We believe there is no impairm ent issue for our inventories as of December 31, +2025. Our provision policy for inventories is based on estimates of the realizable value with reference +to the ageing and condition of the inventories, together with the econo mic circumstances on the +marketability of such inventories . Under our internal policies, we shall make full provision for +expired finished goods and raw materials or work-in-progress that are no longer expected to be used. +During the Track Record Period, a significant portion of our inventories comprises our +work-in-progress mainly including plums in fl avoring process. We have implemented management +protocols for raw materials and work-in-progress at different production stages, covering plum +specifications, sugaring and salting processes and storage durations. For the production of dried +plum snacks, we place plums into salting and sugaring vats for a period of no shorter than 90 days, +creating an environment that inhibits microbial growth and preserves the plums’ quality. We +conduct daily inspections with full coverage of all vats during the sugaring and salting processes. +Plums are naturally sun-dried in enclosed s unrooms to minimize contamination and ensure +consistent sensory quality and color. Prior to each subsequent production stage, we conduct sample +quality inspections on every batch of work-in-progress. We package and store our work-in-progress +in temperature- and humidity-controlled clean areas. Storage periods are defined by product +category, with strict usage deadlines to maintain qu ality. We also periodica lly review our inventories +aging list, which involves comparison of the carryin g amount of our inventories with their respective +net realizable value. +The following table sets forth our inventory turnover days and the turnover days of certain +types of inventories for the years indicated: +Year ended December 31, +2023 2024 2025 +Inventory turnover days +(1) 181.7 167.7 198.2 +Note: +(1) Inventory turnover days for a period equal the average of the gross value of the opening and closing inventory +balance divided by cost of sales for the relevant perio d and multiplied by the number of days in the relevant +period, which is 365 days for each year. +FINANCIAL INFORMATION +–1 8 8– + + +--- page 198 --- +Our inventory turnover days were 186.5 days, 181.7 days, 167.7 days and 198.2 days for the +years ended December 31, 2023, 2024 and 2025. We have relatively long inventory turnover days, +primarily because we maintain a sufficient volume o f work-in-progress, which consists mainly of +plums in flavoring process with an extended storage period. The increase in the inventory turnover +days from 2024 to 2025 aligned with our production schedule in preparation for promotional events +during the Chinese New Year, which occurred in Feb ruary 2026, a month later than the Chinese New +Year in the previous year. Our Directors are of the view that there is no material impairment issue +for our inventories, considering that (i) most of ou r inventories consist of work-in-progress held as +part of our normal production process, and that (ii) we have established robust policies to manage +such inventories. +As of April 30, 2026, RMB455.2 million, or 66.8% o f our inventories as of December 31, 2025, +h a db e e nc o n s u m e do rs o l d . +Trade and Bills Receivables +The following table sets forth a breakdown of o ur trade and bills receivables as of the dates +indicated: +As of December 31, +2023 2024 2025 +(RMB in thousands) +Trade receivables 84,013 168,283 228,395 +Impairment (5,499) (7,322) (9,205) +Trade receivables, net 78,514 160,961 219,190 +Bills receivable 2,012 1,967 1,806 +Trade and bills receivables 80,526 162,928 220,996 +Our trade and bills receivables increased from RMB80.5 million as of December 31, 2023 to +RMB162.9 million as of December 31, 2024, primarily because our customers normally stock up in +anticipation of surging sales before the Chinese New Year, which occurred earlier in 2025 compared +to the previous year. Our trade and bills recei vables increased from RMB162.9 million as of +December 31, 2024 to RMB221.0 million as of Decem ber 31, 2025, primarily due to the increased +sales to membership stores and snack stores to whom we provide credit terms. +We generally grant a credit period of one month to our retailer customers, and may extend up +to 30 to 60 days for major retailer customers. The increase in trade receivables aged between three to +six months from 2024 to 2025 was primarily attributable to the conversion of certain key account +customers from distributor-mediated arrangemen ts to direct sales channels, which resulted in the +extended payment terms customarily imposed by su ch institutional retail counterparties being +reflected directly on the our own receivables aging schedule. The following table sets forth an aging +analysis of our trade receivables, based on the invoice date and net of provisions, as of the dates +indicated: +As of December 31, +2023 2024 2025 +(RMB in thousands) +Within three months 44,481 127,960 172,586 +Three to six months 5,875 4,359 32,322 +Six to twelve months 7,832 7,807 9,478 +Over one year 20,326 20,835 4,804 +Total 78,514 160,961 219,190 +FINANCIAL INFORMATION +–1 8 9– + + +--- page 199 --- +Our trade receivables aged within three months increased from RMB44.5 million as of +December 31, 2023 to RMB128.0 million as of December 31, 2024. The fluctuations were primarily +influenced by our customers’ mass procurement in preparation of the Chinese New Year, which +varies in timing each year. Our trade receivables aged within three months further increased from +RMB128.0 million as of December 31, 2024 to RMB172.6 million as of December 31, 2025, which +was in line with our growing sales to direct sales customers. +Our trade receivables aged over one year rema ined relatively stable at RMB20.3 million as of +December 31, 2023 and RMB20.8 million as of Decem ber 31, 2024. The relatively high amount of +our trade receivables aged over one year as of Decemb er 31, 2024 is primarily attributable to certain +historical payments that remain unsettled with two renowned retail groups. Our trade receivables +aged over one year decreased from RMB20.8 mi llion as of December 31, 2024 to RMB4.8 million as +of December 31, 2025, primarily du e to our optimized management an d increased settlement of trade +receivables from certain customers. We belie ve there is no recoverability issue for our trade +receivables, and we have sufficient provisions, taking into account (i) our robust credit risk +management system, which includes credit evalua tions and tailored credit policies, under which +credit terms are only granted to direct sales custome rs with exceptionally strong credit profiles (e.g. +large-scale supermarket groups) while no credit sa les are offered to distributors; and (ii) stringent +internal measures such as monthly reconciliation of trade receivables, issuance of invoices based on +settlement confirmations, and ongoing monitoring and management by the financial department +that enhance the collection and ma nagement of trade receivables. +The following table sets forth the turnover day s of our trade and bills receivables for the years +indicated: +Year ended December 31, +2023 2024 2025 +Trade and bills receivables turnover days +(1) 23.4 28.9 42.7 +Note: +(1) Trade and bills receivables turnover days for a period eq ual the average of opening and closing balance of trade +and bills receivables for the relevan t period divided by revenue for the rel evant period and multiplied by the +number of days in the relevant period, which is 365 days for each year. +Our trade and bills receivables turnover days increased from 28.9 days in 2024 to 42.7 days in +2025, primarily due to the increased sales to cert ain major retail customers, to whom we typically +granted longer credit terms. +As of April 30, 2026, RMB196.5 million, or 86.0 % of our trade receivables as of December 31, +2025 had been settled. +Trade and Bills Payables +The following table sets forth a breakdown of our trade and bills payables as of the dates +indicated: +As of December 31, +2023 2024 2025 +(RMB in thousands) +Trade payables 128,792 213,148 239,060 +Bills payable 56,165 77,761 107,069 +Total 184,957 290,909 346,129 +FINANCIAL INFORMATION +–1 9 0– + + +--- page 200 --- +Our trade and bills payables increased fr om RMB185.0 million as of December 31, 2023 to +RMB290.9 million as of December 31, 2024, primarily due to the procurement of raw materials as +our business operations expanded and the strong market performance of certain new products. Our +trade and bills payables increased from RMB 290.9 million as of December 31, 2024 to RMB346.1 +million as of December 31, 2025, primarily due to the increased purchase of auxiliary materials to +meet our expanded production. +The following table sets forth the turnover d ays of our trade and bills payables for the years +indicated: +Year ended December 31, +2023 2024 2025 +Trade and bills payables turnover days +(1) 87.0 84.0 105.5 +Note: +(1) Trade and bills payables turnover days for a period equ al the average of opening and closing balance of trade and +bills payables for the relevant perio d divided by cost of sales for the rele vant period and multiplied by the number +of days in the relevant period, which is 365 days for each year. +The increase in our trade and bills payables tu rnover days from 84.0 days as of December 31, +2024 to 105.5 days as of December 31, 2025 was primarily due to our increased procurement of raw +materials and packaging materials in line with our production schedule, which led to more trade +payables and higher trade payables turnover days. +As of April 30, 2026, RMB210.7 million, or 88.1% of our trade payables as of December 31, +2025 had been settled. +Other Payables and Accruals +The following table sets forth the breakdown of other payables and accruals as of the dates +indicated: +As of December 31, +2023 2024 2025 +(RMB in thousands) +Contract liabilities 122,252 73,226 83,809 +Payables for purchase of property, plant and +equipment 43,367 37,710 63,811 +Payroll payables 30,505 37,121 20,047 +Other tax payables 25,579 27,564 27,137 +Deposits 21,589 21,402 16,594 +Accrued expenses 19,100 37,740 16,719 +Due to related parties 28 28 – +Other payables 18,559 23,884 30,767 +Total 280,979 258,675 258,884 +Our other payables and accrua ls decreased from RMB281.0 million as of December 31, 2023 to +RMB258.7 million as of December 31, 2024. Our othe r payables and accruals remained relatively +stable at RMB258.7 million as of December 3 1, 2024 and RMB258.9 million as of December 31, +2025, as the increase in contract liabilities, pr imarily due to advance payments received from +distributors following the launch of our prune promotion campaign, and the increase in payables for +the purchase of property, plant and equipment, primarily in connection with our plum production +FINANCIAL INFORMATION +–1 9 1– + + +--- page 201 --- +line under construction, were largely offset by the d ecrease in payroll payables as a result of changes +in our year-end bonus inventive scheme, and the decrease in accrued expenses primarily due to lower +accrued logistics and selling expenses. +As of April 30, 2026, RMB188.7 million, or 72 .9% of our other payables and accruals as of +December 31, 2025 had been settled. +As of April 30, 2026, RMB70.5 million, or 84.1% o f our contract liabilities as of December 31, +2025, were recognized as revenue. +Financial Assets at Fair Value Through Other Comprehensive Income +The financial assets at FVOCI which are bills re ceivable from certain prestigious banks, are +held by us for collecting the expected cash flows and exploring opportunities for sale. Our financial +assets at fair value through other comprehen sive income were RMB1.0 million, RMB30 thousand +and nil as of December 31, 2023, 2024 and 2025, respectively. +Financial Liabilities at FVTPL +Our fair value losses of financial liabilities at fai r value through profit or loss primarily arose +from our repurchase rights and other embedded deriv atives associated with special rights granted to +shareholders. See Note 24 to the Accountants’ Report in Appendix I to this prospectus. Our +financial liabilities at FVTPL decreased f rom RMB468.7 million as of December 31, 2023 to +RMB171.1 million as of December 31, 2024, primar ily due to the termination of special rights +granted to investor. Our financial liabilitie s at FVTPL decreased from RMB171.1 million as of +December 31, 2024 to nil as of December 31, 2025, pr imarily due to the fully settled redemption of +liabilities of Series A Shares in January 2025. +LIQUIDITY AND CAPITAL RESOURCES +Our principal source of liquidity has been and is expected to continue to be cash generated from +operations, capital investment from shareholde rs together with available credit facilities and bank +borrowings. +Net Current Liabilities/Assets +The following table sets forth our current assets and liabilit ies as of the dates indicated: +As of December 31, +As of +April 30, +2023 2024 2025 2026 +(RMB in thousands) +(Unaudited) +Current assets +Inventories 425,934 523,701 673,368 628,028 +Trade and bills receivables 80, 526 162,928 220,996 233,351 +Prepayments, other receivables and other +assets 69,330 115,236 115,646 127,901 +Income tax recoverable 129 6,501 11,730 1,446 +Financial assets at fair value through +other comprehensive income +(‘‘FVOCI ’’) 983 30 – 162 +Pledged bank deposits 34,732 49,662 77,187 64,706 +Cash and cash equivalents 67,392 78,047 33,904 35,224 +Total current assets 679,026 936,105 1,132,831 1,090,818 +FINANCIAL INFORMATION +–1 9 2– + + +--- page 202 --- +As of December 31, +As of +April 30, +2023 2024 2025 2026 +(RMB in thousands) +(Unaudited) +Current liabilities +Financial liabilities at FVTPL 262,535 171,109 – – +Trade and bills payables 184,95 7 290,909 346,129 314,732 +Other payables and accruals 280,979 258,675 258,884 211,822 +Interest-bearing bank borrowings 180,197 321,333 475,393 516,066 +Income tax payable 7,420 6,478 20,932 24,979 +Lease liabilities 1,965 784 2,360 1,776 +Total current liabilities 918,053 1 ,049,288 1,103,698 1,069,375 +Net current (liabilities)/assets (239,027) (113,183) 29,133 21,443 +Our net current assets decre ased from RMB29.1 million as of D ecember 31, 2025 to RMB21.4 +million as of April 30, 2026, primarily due to (i) an incr ease in interest-beari ng bank borrowings; (ii) +an increase in prepayments, other receivables a nd other assets, (iii) a decrease in trade and bills +receivables; and (iv) a decrease in income tax recoverable, partially offset by (i) an increase in cash +and cash equivalent and (ii) a decrease in other payables and accruals. +Compared to net current liabilities of RMB 113.2 million as of December 31, 2024, we recorded +net current assets of RMB29.1 million as of Decemb er 31, 2025, primarily due to (i) an increase in +inventories, (ii) an increase in pledged bank depos its, and (iii) a decrease in financial liabilities at +FVTPL due to our settlement of certain financial lia bilities, partially offset by (i) a decrease in cash +and cash equivalents, (ii) an increase in trade and bills payables, and (iii) an increase in +interest-bearing bank borrowings, which we re mainly attributable to the purchase of raw +materials and production equipment. +Our net current liabilities decreased from RMB239.0 million as of December 31, 2023 to +RMB113.2 million as of December 31, 2024, primarily due to (i) an increase in inventories, (ii) a +decrease in financial liabilities at FVTPL and (iii) an increase in trade and bills receivables, partially +offset by (i) an increase in trade and bills payabl es and (ii) an increase in interest-bearing bank +borrowings. +Cash Flow +The table below sets forth selected cash flow statement information from our consolidated +statements of cash flows for the years indicated: +Year ended December 31, +2023 2024 2025 +(RMB in thousands) +Net cash flows from operating activities 126,903 84,374 74,475 +Net cash flows used in investing activities (80,634) (110,117) (165,953) +Net cash flows (used in)/from financing +activities (53,328) 36,398 47,335 +Net increase/(decrease) in cash and +cash equivalents (7,059) 10,655 (44,143) +Cash and cash equivalents at beginning of the +year 74,451 67,392 78,047 +Cash and cash equivalents at end of the year 67,392 78,047 33,904 +FINANCIAL INFORMATION +–1 9 3– + + +--- page 203 --- +Net Cash Flows from Operating Activities +In 2025, we had net cash flows generated from operating activities of RMB74.5 million, +primarily reflecting profit before tax of RMB2 19.2 million, by non-cash and other items to arrive at +an operating profit before changes in workin g capital of RMB306.3 million. Our movements in +working capital primarily reflect (i) an increa se in inventories of RMB151.0 million as a result of +upfront procurement of raw materials, such as p lums and prunes, during the harvest season and +related preliminary processing in anticipation of in creased sales and to ensure production efficiency +ahead of our peak sales season, and (ii) an incr ease in trade and bills receivables of RMB60.0 +million, primarily due to a decrease in contract liab ilities driven by our shifting sales strategy to +focus on sales to emerging retail channels and a decrease in payroll payables driven by changes to +our salary structure, partially offset by an incr ease in trade and bills payables of RMB53.7 million, +which resulted from an increase in purchase of aux iliary materials to meet e xpanded production. We +have implemented measures to improve our operati ng cash flow, including enhancing inventory +turnover through improved sales forecasting and optimized production and procurement planning +and negotiating more flexible procurement and pa yment arrangements with suppliers to better align +cash outflows with sales collections. +In 2024, we had net cash flows generated from operating activities of RMB84.4 million, +primarily reflecting profit before tax of RMB1 80.4 million, by non-cash and other items to arrive at +an operating profit before changes in workin g capital of RMB253.2 million. Our movements in +working capital primarily reflect (i) an increase d in inventories of RMB98.4 million, (ii) an increase +in trade and bills receivables of RMB84.2 million a nd (iii) an increase in prepayments, other +receivables and other assets of RMB46.2 million, pa rtially offset by an increase in trade and bills +payables of RMB106.6 million. +In 2023, we had net cash flows generated fro m operating activities of RMB126.9 million, +primarily reflecting profit before tax of RMB1 10.6 million, by non-cash and other items to arrive at +an operating profit before changes in workin g capital of RMB181.4 million. Our movements in +working capital primarily reflect (i) an increa sed in inventories of RMB64.1 million and (ii) a +decrease in trade and bills paya bles of RMB8.1 million, partially offset by (i) an increase in other +payables and accruals of RMB16.8 million and (ii) a d ecrease in prepayments, other receivables and +other assets of RMB8.7 million. +Net Cash Flows Used in Investing Activities +In 2025, we had net cash flows used in investing activities of RMB166.0 million. This was +mainly attributable to (i) purchase of items of pr operty, plant and equipment of RMB125.3 million +and (ii) prepayment of leasehold land of RMB43.2 million, partially offset by receipt of government +grants for non-current assets of RMB2.6 million. +In 2024, we had net cash flows used in investing activities of RMB110.1 million. This was +mainly attributable to purchase of items of pro perty, plant and equipment of RMB110.3 million, +partially offset by proceeds from disposal of ite ms of property, plant and equipment of RMB0.2 +million. +In 2023, we had net cash flows used in investing activities of RMB80.6 million. This was mainly +attributable to (i) purchase of items of proper ty, plant and equipment of RMB80.2 million, (ii) +purchase of other intangible assets of RMB0.3 m illion and (iii) purchase of leasehold land of +RMB0.2 million. +Net Cash Flows (Used in)/From Financing Activities +In 2025, we had net cash flows from financing activities of RMB47.3 million. This was mainly +attributable to (i) new bank loans of RMB570. 8 million and (ii) investments from investors of +RMB35.0 million, partially offset by (i) repayme nt of bank loans of RMB416.8 million, (ii) payment +for repurchase of shares issued to an invest or of RMB125.8 million and (iii) interest paid of +RMB13.2 million. +FINANCIAL INFORMATION +–1 9 4– + + +--- page 204 --- +In 2024, we had net cash flows from financing activities of RMB36.4 million. This was mainly +attributable to (i) new bank loans of RMB368.8 million and (ii) investment from a new investor of +RMB40.0 million, partially offset by (i) repayme nt of bank loans of RMB227.8 million, (ii) payment +for repurchase of shares issued to an investor o f RMB135.0 million and (iii) interest paid of RMB7.7 +million. +In 2023, we had net cash flows used in financing activities of RMB53.3 million. This was mainly +attributable to (i) repayment of bank loans of RMB351.8 million and (ii) interest paid of RMB8.2 +million, partially offset by new bank loans of RMB308.4 million. +INDEBTEDNESS +The following table sets forth a breakdown of our indebtedness as of the dates indicated: +As of December 31, +As of +April 30, +2023 2024 2025 2026 +(RMB in thousands) +(Unaudited) +Current +Interest-bearing bank borrowings 180,197 321,333 475,393 516,066 +Lease liabilities 1,965 784 2,360 1,776 +Non-Current +Lease liabilities 1,930 1,146 606 452 +Total 184,092 323,263 478,359 518,294 +Our interest-bearing bank borrowings were primarily unsecured bank loans, with effective +interest rates ranging from 1.80% to 4.57% per annum. As of December 31, 2023, 2024, 2025 and +April 30, 2026, our interest-bearing bank borr owings were RMB180.2 mi llion, RMB321.3 million, +RMB475.4 million and RMB516.1 million. As of April 30, 2026, we had un utilized banking facilities +of RMB92.8 million. +Our bank borrowings agreements contain standard terms, conditions and covenants that are +customary for commercial bank loans. As of the Late st Practicable Date, the agreements relating to +our borrowings did not contain an y covenant that would have a material adverse effect on our ability +to make additional borrowings or issue debt or equity securities in the future. During the Track +Record Period and up to the Latest Practicable Date, we did not experience any difficulties in +obtaining credit facilities, withdrawal of facilitie s or requests for early repayment. In addition, our +Directors confirm that there was no material restrictive covenant on any of our outstanding debt and +there was no material default in payments of our lia bilities and/or breach of covenants during the +T 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 ticable Date. For details, see Note 23 to the +Accountants’ Report in Appe ndix I to this prospectus. +As of December 31, 2025, we have agreed with ban ks to irrevocably discharge the controlling +shareholder and his spouse from all loan guarante e obligations of RMB250,170,000 in respect of our +bank borrowings and accrued interest thereon upon the commencement of trading of our shares on +the Stock Exchange, and we shall provide other alternative assets as guarantee. +As of December 31, 2023, 2024 and 2025, our curre nt and non-current lease liabilities were +RMB3.9 million, RMB1.9 million and RMB3.0 million, resp ectively, primarily representing our +outstanding payment in relation to leases of equipment and properties. +FINANCIAL INFORMATION +–1 9 5– + + +--- page 205 --- +Save as disclosed in the table above, we did not have any material mortgages, charges, +debentures, loan capital, debt s ecurities, loans, bank overdra fts or other similar indebtedness, +finance lease or hire purchase commitments, liabilit ies under acceptances (o ther than normal trade +bills), acceptance credits, which are either guara nteed, unguaranteed, s ecured or unsecured, or +guarantees or other contingent liabilities as of April 30, 2026. +Our Directors confirm that there has not been any material change in our indebtedness since +April 30, 2026 up to the date of this prospectus. +CAPITAL COMMITMENTS +Our capital commitments are related to contracte d, but not provided for purchase of property, +plant and equipment. +The following table sets forth details of our capital commitments as of the dates indicated: +As of December 31, +2023 2024 2025 +(RMB in thousands) +Contracted, but not provided for purchase of +property, plant and equipment 46,129 34,285 77,816 +Total 46,129 34,285 77,816 +CAPITAL EXPENDITURES +Our capital expenditures primarily consist of (i) purchase of items of property, plant and +equipment, and (ii) purchase of other intangible assets. +The table below outlines our capital ex penditures for the years indicated: +Year ended December 31, +2023 2024 2025 +(RMB in thousands) +Purchase of items of property, plant and +equipment 80,232 110,259 125,301 +Purchase of other intangible assets 270 32 132 +Prepayment of leasehold land – – 43,200 +Total 80,502 110,291 168,633 +For details on our major capital expenditure projects, see ‘‘Business — Our Production — Our +Production Expansion Plan.’’ +CONTINGENT LIABILITIES +As of December 31, 2025, we were not subject to any material contingent liabilities. +OFF-BALANCE SHEET ARRANGEMENTS +As of December 31, 2025, we did not have any outst anding off-balance sheet arrangements. +FINANCIAL INFORMATION +–1 9 6– + + +--- page 206 --- +MATERIAL RELATED PARTY TRANSACTIONS +For details about our related par ty transactions during the Track Record Period, see Note 33 to +the Accountants’ Report in Appendix I to this prospectus. +We enter into transactions with our related par ties from time to time. Our Directors are of the +view that each of the related party transactions set out in Note 33 to the Accountants’ Report in +Appendix I to this prospectus was conducted in the ordinary course of business on an arm’s length +basis and on normal commercial terms between the relevant parties. Our Directors are also of the +view that our related party transactions during the Track Record Period would not distort our track +record results or cause our historical results to become non-reflective of our future performance. +KEY FINANCIAL RATIOS +The following table sets forth a summary of our key financial ratios for the years indicated: +Year ended/as of December 31, +2023 2024 2025 +(%) +Gross profit margin 40.1 36.0 35.6 +Current ratio +(1) 74.0 89.2 102.6 +Quick ratio (2) 27.6 39.3 41.6 +Gearing ratio (3) 67.9 52.0 53.9 +Notes: +(1) Current ratio is calculated based on current assets divided by current liabilities and multiplied by 100%. +(2) Quick ratio is calculated based on current assets less inv entories divided by current lia bilities and multiplied by +100%. +(3) Gearing ratio is calculated based on interest-bearing bank borrowings divided by total equity and multiplied by +100%. +FINANCIAL RISK MANAGEMENT +See Note 36 to the Accountants’ Report in Appendix I to this Prospectus. +DIVIDENDS AND DIVIDEND POLICY +No dividend was paid or declared by our Company or other entities comprising our Group +during the Track Record Period. On May 10, 2026, we declared dividends of RMB67.3 million to our +shareholders based on their equity interests in our Company as of March 31, 2026, which was fully +paid on May 12, 2026. Any declaration and payment, as well as the amount of dividends, will be +subject to our Articles of Association and the relevant PRC laws. We currently do not have any +dividend policy or fixed dividend pay-out ratio. We may distribute dividends by way of cash or by +other means that our Shareholders consider appropriate. Distribution of dividends is subject to the +discretion of our Shareholders and our Sharehold ers may authorize our Board to make distribution +plan. Our Board may recommend a distribution of dividends in the future after taking into account +our results of operations, financial condition, operating requirements, capital requirements, +Shareholders’ interests and any other conditions that our Board may deem relevant. We cannot +assure you that we will be able to distribute dividends of the above amount or any amount, or at all, +in any year. The declaration and payment of divid ends may also be limited by legal restrictions and +by loan or other agreements that our Company and our subsidiaries have entered into or may enter +into in the future. +FINANCIAL INFORMATION +–1 9 7– + + +--- page 207 --- +WORKING CAPITAL CONFIRMATION +Taking into account the financial resources available to us including our cash and cash +equivalents on hand, unutilized banking facilitie s 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 +requirements and for the next 12 months from the date of this prospectus. +DISTRIBUTABLE RESERVES +As of December 31, 2025, we had distributa ble reserves of RMB485.8 million available for +distribution to our shareholders. +LISTING EXPENSES +Listing expenses consist of professional fees, u nderwriting commissions and other fees incurred +in connection with the Global Offering. We expec t to incur listing expenses of approximately +HK$59.5 million (based on the Offer Price of HK$43.58 per Offer Share and assuming the +Over-allotment Option is not exercised), which accounts for approximately 11.9% of the gross +proceeds from the Global Offering. We estimate th e listing expenses to consist of approximately +HK$20.0 million in underwriting f ees and HK$39.5 million in non-und erwriting fees. Among of the +total listing expenses, approximately HK$26.3 millio n will be directly attributable to the issue of our +Shares, which will be deducted from equity upon the completion of the Global Offering, and the +remaining HK$33.2 million will be expensed in our c onsolidated statements of comprehensive +income. Our Directors do not expect such expenses t o materially impact our results of operations in +2025. We did not recognize any listing expenses in 2023. We recognized listing expenses of RMB5.8 +million and RMB18.5 million in 2024 and 2025, respectiv ely, in our consolidated statements of profit +or loss and other comprehensive income. +UNAUDITED PRO FORMA ADJUSTED NET TANGIBLE ASSETS +See Appendix II to this prospectus for details on our unaudited pro forma adjusted +consolidated net tangible assets. +NO MATERIAL ADVERSE CHANGE +Our Directors confirm that, as of the date of this prospectus, there has been no material adverse +change in our financial or trading position, in debtedness, mortgages, co ntingent liabilities, +guarantees or prospects since December 31, 2025, the end of the period reported on the +Accountants’ Report in Appe ndix I to this prospectus. +DISCLOSURE REQUIRED UNDER THE LISTING RULES +Our Directors confirm that, as of the Latest Practicable Date, there was no circumstance that +would give rise to a disclosure requirement und er Rules 13.13 to 13.19 of the Listing Rules. +FINANCIAL INFORMATION +–1 9 8– + + +--- page 208 --- +FUTURE PLANS +See ‘‘Business — Our Growth Str ategies’’ for a detailed discussion of our future plans. +USE OF PROCEEDS +Assuming an Offer Price of HK$43.58 per Offer Share, we estimate that we will receive net +proceeds of approximately HK$ 440.1 million from the Global Offering after deducting the +underwriting commissions and other estimated expenses paid and payable by us in connection with +the Global Offering and assuming that the Over-a llotment Option is not exercised. In line with our +strategies, we intend to use our proceeds from the Global Offering for the purposes and in the +amounts set forth below: +. Approximately 61.0% of the net proceeds, or approxima tely HK$268.5 million, will be +used to expand our production capacity over t he next three years. The overall size of the +fruit snack market by retail sales value in China has been rapidly expanding, increasing +from RMB37.8 billion in 2020 to RMB52.0 b illion in 2024, at a CAGR of 8.3%. The +market size is expected to further reach RMB78.0 billion in 2029, growing at a CAGR of +8.6% from 2025 to 2029, according to Frost & Sullivan. In particular, according to the +same source, the market size of China’s green -plum-based fruit snacks industry by retail +sales value is projected to reach RMB17.0 b illion in 2029, growing from RMB10.4 billion +in 2025 with a CAGR of 13.0%. We intend to capitalize on market opportunities by +expanding our production capacity and establishing new production plants, scheduled for +completion by 2027. The production volum e at our Anhui Plant decreased during the +Track Record Period, mainly because we in creased our sales focus on plum jelly and +prune-based products in response to market demand and consumer preferences, and +adjusted our production schedule accordingly t o prioritize these two product categories. +As our Anhui Plant is principally configured for the production of dried plum snacks, this +adjustment correspondingly resulted in a decrease in its production utilization rate. We +believe production expansion for dried plum snacks over the next three years is justified +and consistent with our growth strategy. T he production utilization rate of our Wuhu +Plant was relatively low during the Track Rec ord Period, as it serves as the production +capacity reserve for newly launched product s. Nevertheless, the overall production +utilization rate of our dried plum snacks rem ained relatively high at 80.6%, 85.2% and +74.2% in each of the years during the Track Reco rd Period, which demonstrates sustained +demand for our core dried plum snack offerings. Looking forward, we expect dried plum +products to remain the cornerstone of our portfolio and the primary anchor of our +revenue and brand identity. We view the recent moderation in sales and production +volumes as a transitional effect of our strat egic repositioning rather than a structural +decline in underlying demand. As the market pioneer in the plum-based snacks, we have +played a crucial role in shaping consumer awa reness and preference for dried plum snacks. +We believe our sustained investment in market ing and our ongoing efforts to promote the +value of green plums position us not only to capture existing demand but also to cultivate +and broaden the overall consumer base for the category. In addition, we plan to launch +new dried plum snack products, which show gro wth potential within China’s broader fruit +snack market. It is therefore prudent to expand capacity in advance to secure sufficient +supply, enhance production flexibility acros s product categories and support our planned +scale-up to better support stable and efficient production as our product portfolio and +sales channels continue to grow. In particular: +(i) Approximately 25.0% of the net proceed s, or approximately HK$110.0 million, will +be used to establish a production facilit y for our plum products in Fujian Province, +dedicated to the production of dried plum snacks on our currently owned land. We +plan to construct the factory buildings, purchase production line machinery and +equipment, and procure necessary manufact uring systems tailored to each facility’s +specific requirements. +FUTURE PLANS AND USE OF PROCEEDS +–1 9 9– + + +--- page 209 --- +(ii) Approximately 18.0% of the net procee ds, or approximately HK$79.3 million, will +be used to expand our production capacity. We plan to expand our facilities in the +existing production base — Plum Jelly Plant — in Wuhu, Anhui Province to meet the +increasing consumer demand for plum jelly products. We plan to purchase +production line machinery and equipment, and procure necessary manufacturing +systems. +(iii) Approximately 10.0% of the net procee ds, or approximately HK$44.0 million, will +be used to establish a new warehouse and logistic facility for which we have +identified a suitable site. To support our store expansion and ensure that we provide +fresh and high-quality green-plum nectar, we plan to purchase warehouse racking +system and cold storage facilities. We also intend to invest in automated and +intelligent warehousing equipment and sy stems to manage product receiving and +dispatching, inventory management, produ ct information tracking, and delivery +routes, enhancing our warehouse operating efficiency. +(iv) Approximately 8.0% of the net proceed s, or approximately HK$35.2 million, will be +used to establish a new production plant in Fanchang District, Wuhu City, Anhui +Province for product ingredients such as f ruit nectar. We have identified a suitable +site in our currently owned land. This plant addresses our need for increased +ingredient production capacity as our produ ct categories grow, ensuring continuous +and efficient manufacturing processes. +The following table set forth the anticipa ted timeline for establishing facilities and +expanding our production capacities by 2029, and the total expected expenditure for +each project. We plan to fund these projects by the net proceeds from the Global +Offering and cash generated from our operations. These projections are indicative +and may be adjusted in light of actual business needs and prevailing market +conditions: +Year ending December 31, +Planned Facilities 2026 2027 2028 Total +(RMB in thousands, except for percentages) +Processing facility for plum pr oducts 9,000.0 95, 280.0 – 104,280 +Purchase production line machinery and +equipment, and procure necessary +manufacturing system for plum jelly 28,680.0 37,284.0 20,076.0 86,040.0 +Warehouse and logistic facility 46,000 23,100 – 69,100.0 +Production plant for product ingredients 20,000.0 35,000 – 35,000 +. Approximately 21.0% of the net proceeds , or approximately HK$92.4 million, will be +used to enhance our brand recognition, expand our sales network and explore +international markets over the next year. In particular: +(i) Approximately 15.0% of the net procee ds, or approximately HK$66.0 million, will +be used for brand marketing and promot ion. To cultivate our brand image that +appeals to various consumer demographics, we plan to deepen our engagement with +customers through a variety of online and offline marketing activities, including +festival campaigns, and endorsements by KOLs and celebrities. We also plan to +continue our strategic collaborations with popular brands among young consumers +to launch co-branded products. +FUTURE PLANS AND USE OF PROCEEDS +–2 0 0– + + +--- page 210 --- +(ii) Approximately 6.0% of the net proceed s, or approximately HK$26.4 million, will be +used to expand our sales network and explo re international markets. We plan to +reinforce our partnerships with KA custom ers, launching customized products and +co-branded products that meet evolvi ng consumer preferences and amplify our +brand exposure. +Beyond the domestic market, we aspire to ex tend our reach in international markets. +Leveraging our overseas business department established in 2024, we will target +markets with significant Asian communities or consumers with dietary preferences +for plum-based products. We will concentrate our expansion on the Southeast Asian +market, with a particular focus on Thaila nd, Malaysia, Singapore, Vietnam and +Indonesia, leveraging established mainstream retail channels. With a dedicated +regional team already in place, we plan to s ecure distribution partners in Singapore, +Malaysia and Indonesia. We plan to cooper ate with a leading local commercial and +retail group in Thailand, leveraging its e xtensive store network. To build brand +awareness and drive trial, we will phase in t argeted offline marketing initiatives, +including consumer promoti ons, point-of-sale activatio ns and outdoor advertising +that are designed to introduce and cel ebrate China’s green-plum heritage. +. Approximately 8.0% of the net proceeds, or approximately HK$35.2 million, will be used +to recruit R&D personnel and advance our R&D initiatives. We plan to recruit R&D +personnel over the next three years to facilitat e our strategy to enrich product offerings. +Specifically, we plan to hire experts in areas such as food flavor development, green plum +beverages, functional foods, organic products, nutrition and zero-additive preservation +technologies. This includes an estimated annual addition of 20 R&D professionals focused +on plum-based food and beverage innovation. +Additionally, we intend to establish a research institute in Shanghai and invest in +advanced R&D equipment and testing instruments. These efforts aim to enhance our +capabilities in health-focused food proce ssing, meet the growing demand for green and +organic products, and strengthen our core competitiveness. We also aim to further +diversify our portfolio by fully exploring the value of plums in other product categories +such as confectioneries, beverages, condiments and other product offerings, and +identifying new consumption scenarios for plum-based products. +. Approximately 10.0% of the net proceeds , or approximately HK$44.0 million, will be +used for working capital and general corporate purposes. +The additional net proceeds that we would recei ve if the Over-allotment Option is exercised in +full would be HK$74.9 million (assuming an O ffer Price of HK$43.58 per Offer Share). +To the extent that the net proceeds from the Global Offering (including the net proceeds from +the exercise of the Over-allotment Option) are either more or less than expected, we may adjust our +allocation of the net proceeds for the above purposes on a pro rata basis. +If any part of our development plan does not proceed as planned for reasons such as changes in +government policies that would render the development of any of our projects not viable, or the +occurrence of force majeure events, we will carefu lly evaluate the situation and may reallocate the +net proceeds from the Global Offering. +To the extent that the net proceeds of the Glo bal Offering are not immediately used for the +above purposes, we will only deposit those net proc eeds into short-term intere st-bearing accounts at +licensed commercial banks and/or other authorized financial institutions (as defined under the SFO +or applicable laws and regulations in other juris dictions). In such event, we will comply with the +appropriate disclosure requirements under the Listing Rules. +FUTURE PLANS AND USE OF PROCEEDS +–2 0 1– + + +--- page 211 --- +HONG KONG UNDERWRITERS +CLSA Limited +Guoyuan Securities Brokerage (Hong Kong) Limited +Zhongtai Internationa l Securities Limited +Soochow Securities International Brokerage Limited +CEB International Capital Corporation Limited +Huafu International Securities Limited +Orient Securities (Hong Kong) Limited +UNDERWRITING +This prospectus is published solely in conn ection with the Hong Kong Public Offering. The +Hong Kong Public Offering is fully underwritten b y the Hong Kong Underwriters on a conditional +basis. The International Offering is expected to be fully underwritten by the International +Underwriters. +The Global Offering comprises the Hong Kong Public Offering of initially 1,146,500 Hong +Kong Offer Shares and the International Offering of initially 10,317,600 International Offer Shares, +subject to, in each case, reallocation on the basis as described in the section headed ‘‘Structure of the +Global Offering’’ as well as the Over-allotment O ption (applicable only to the International +Offering). +UNDERWRITING ARRANGEMENTS AND EXPENSES +Hong Kong Public Offering +Hong Kong Underwriting Agreement +We have entered into the Hong Kong Underwriting Agreement with, among others, the Hong +Kong Underwriters on Thursday, June 4, 2026. Pursuant to the Hong Kong Underwriting +Agreement, we are offering the Hong Kong Offer S hares for subscription by the public in Hong +Kong at the Offer Price on, and subject to, the terms and conditions set out in this prospectus, the +Hong Kong Underwriting Agreemen t and on the designated website at +www.eipo.com.hk . +Subject to: (a) the Listing Committee granting listing of, and permission to deal in, our H +Shares in issue and to be issued pursuant to the Global Offering (including additional H Shares +which may be issued pursuant to the exercise of the Over-allotment Option) on the Main Board of +the Stock Exchange and the listing and permission not having been revoked; and (b) certain other +conditions set out in the Hong Kong Underwritin g Agreement, the Hong Kong Underwriters have +agreed severally (but not jointl y) to subscribe for, or procure su bscribers for, their respective +applicable proportions of the Hong Kong Offer Shares being offered but which are not taken up +under the Hong Kong Public Offering, on the terms and conditions set out in this prospectus, the +Hong Kong Underwriting Agreemen t and on the designated website at +www.eipo.com.hk . +The Hong Kong Underwriting Agreement is conditional upon and subject to, among other +things, the International Underwriting Agreement having been entered into, becoming unconditional +and not having been terminated. +UNDERWRITING +–2 0 2– + + +--- page 212 --- +Grounds for Termination +The Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters), shall +be entitled, in their sole and absolute discretion, by notice to us, terminate the Hong Kong +Underwriting Agreement with immediate effect if, a ny of the following events shall occur prior to +8 : 00 a.m. on the Listing Date: +(1) there develops, occurs, exists or comes into force: +(a) any new law or regulation or any change or development involving a prospective +change or any event or series of events or circumstances likely to result in a change +or a development involving a prospective 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 Cayman Isl ands, the PRC, the United States, the +United Kingdom, the European Union (or any member thereof), Japan, Singapore, +or other jurisdictions relevant to the Group or the Global Offering (each a ‘‘ Relevant +Jurisdiction ’’ and collectively, the ‘‘Relevant Jurisdictions ’’); or +(b) any change or development involving a prospective change, or any event or series of +events or circumstances likely to result 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 aggravat ion of diseases, accident or interruption +or delay in transportation, local, nation al, regional or international outbreak or +escalation of hostilities (whether or not war is or has been declared), act of God or +act of terrorism (whether or not responsib ility 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 Exchange, the Shenzhen Stock Exchange, the +Tokyo Stock Exchange, the Singapore Stock Exchange, the New York Stock +Exchange, the NASDAQ Global Market or the London Stock Exchange; or (ii) the +trading in any securities of the Company listed or quoted on a stock exchange or an +over-the-counter market; or +UNDERWRITING +–2 0 3– + + +--- page 213 --- +(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) 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 or other regulatory or political body or +organization of any public action or inve stigation against a Group Company or a +director or a senior management member of any Group Company or announcing an +intention to take any such action; or +(h) the imposition of sanctions or export controls in whatever form, directly or +indirectly, on any Group Company or any o f the Controlling Shareholders or by or +on any Relevant Jurisdiction, or the withd rawal of trading privileges which existed +on the date of this Agreement, in whatever form, directly or indirectly, by, or for, +any Relevant Jurisdiction; or +(i) any valid demand by creditors for payment or repayment of indebtedness of any +member of the Group or in respect of which any member of the Group is liable prior +to its stated maturity; or +(j) any non-compliance of the Prospectus (or any other documents used in connection +with the contemplated offeri ng, allotment, issue, subscription or sale of any of the +Offer Shares), the CSRC Filings or any aspect of the Global Offering with the +Listing Rules or any other applicable Laws; or +(k) any litigation, dispute, legal action or claim or regulatory or administrative +investigation or action being threatened, instigated or announced against any +member of the Group or any Controlling S hareholder or any Director or senior +management members as named in the Prospectus; or +(l) any contravention by any Group Company or any Director of the Listing Rules or +applicable Laws; or +(m) any change or prospective change, or a materialization of, any of the risks set out in +the section headed ‘‘Risk Factors’’ in the Prospectus, +which, in any such case individually or in the a ggregate, in the sole and absolute opinion +of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the +Hong Kong Underwriters): +i. has or will or may have a material adverse effect, whether directly or indirectly, on +the assets, liabilities, business, general affa irs, management, pro spects, shareholders’ +equity, profits, losses, results of operati ons, position or condition, financial or +otherwise, or performance of the Company or the Group as a whole; +ii. has or will or may have a material adverse effect on the success of the Global +Offering or the level of applications under the Hong Kong Public Offering or the +level of indications of interest under the International Offering; or +UNDERWRITING +–2 0 4– + + +--- page 214 --- +iii. makes or will make or may make it impra cticable, inadvisable, inexpedient or +incapable for any material part of this Agreement, the Hong Kong Public Offering +or the Global Offering to be performed or implemented as envisaged, or for the +Hong Kong Public Offering and/or the Global Offering to proceed, or to market the +Global Offering, or the delivery or distribution of the Offer Shares on the terms and +in the manner contemplated by the Offering Documents; or +iv. has or will or may have the effect of making any part of this Agreement (including +underwriting) incapable of performance in accordance with its terms or preventing +the processing of applications and/or payments pursuant to the Global Offering or +pursuant to the underwriting thereof; or +(2) there has come to the notice of the Joint Sponsors and the Overall Coordinators (for +themselves and on behalf of the Hong Kong Underwriters) that: +(a) any statement contained in any of the Offering Documents, the CSRC Filings and/or +any notices, announcements, advertisements, communications or other documents +issued or used by, for, or on behalf of the Company in connection with the Hong +Kong Public Offering (including any supplement or amendment thereto) (the +‘‘Global Offering Documents ’’) was, when it was issued, or has become untrue, +incorrect, inaccurate or misleading; or th at any estimate, forecast, expression of +opinion, intention or expectation contai ned in any such documents, was, when it was +issued, or has become unfair or misleading in any respect or based on untrue, +dishonest or unreasonable assumptions or given in bad faith; or +(b) any matter has arisen or has been discovered which would, had it arisen or been +discovered immediately before the date of the Prospectus, constitute a material +omission or misstatement in any Global Offering Document; or +(c) any breach of, or any event or circumstance rendering untrue or incorrect or +misleading in any respect, any of the repres entations, warranties and undertakings +given by the Company or the Controlling S hareholders in this Agreement or the +International Underwriting Agreement; or +(d) any event, act or omission which gives rise or is likely to give rise to any liability of +any of the Indemnifying Parties pursuant to the indemnities in this Agreement; or +(e) any breach of any of the obligations or undertakings imposed upon the Company or +any member of the Controlling Sharehold ers or any cornerstone investor (as +applicable) to this Agreement, the International Underwriting Agreement or the +Cornerstone Investment Agreements; or +(f) there is any change or development involv ing a prospective change, constituting or +having a Material Adverse Effect; or +(g) that the Chairman of the Board, any Director or any member of senior management +of the Company named in the Prospectus seeks to retire, or is removed from office or +vacating his/her office; or +(h) any Director or any member of senior management of the Company named in the +Prospectus is being charged with an indictable offence or prohibited by operation of +law or otherwise disqualified from tak ing part in the management or taking +directorship of a company; or +(i) the Company withdraws the 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 0 5– + + +--- page 215 --- +(j) that the approval by the Listing Committee of the listing of, and permission to deal +in, the Shares in issue and to be issued pursuant to the Global Offering (including +pursuant to any exercise of the Over-allo tment Option) is refused or not granted, +other than subject to customary conditions, on or before the Listing Date, or if +granted, the approval is subsequently withdrawn, cancelled, qualified (other than by +customary conditions), revoked or withheld; or +(k) any person has withdrawn its consent to the issue of the Prospectus with the +inclusion of its reports, letters and/or legal opinions (as the case may be) and +references to its name included in the form and context in which it respectively +appears; or +(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) any person has withdrawn or sought to withdraw its consent to being named in any +of the Offering Documents or to the issue of any of the Offering Documents; or +(n) an order or petition is presented for the winding-up or liquidation of any member of +the Group, or any member of the Group makes any composition or arrangement +with its creditors or enters into a scheme o f arrangement or any resolution is passed +for the winding-up of any member of the Group or a provisional liquidator, receiver +or manager is appointed over all or part of the assets or undertaking of any member +of the Group or anything analogous thereto occurs in respect of any member of the +Group; or +(o) (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 Overall Coordinators, the issue or requirement to issue by the Company of a +supplement or amendment to the CSRC F ilings pursuant to the CSRC Rules or upon +any requirement or request of the CSRC; or (C) any non-compliance of the CSRC +Filings with the CSRC Rules or an y other applicable Laws; or +(p) that (i) a material portion of the orders placed or confirmed in the bookbuilding +process or (ii) any investment commitment made by any cornerstone investors under +the Cornerstone Investment Agreements signed with such cornerstone investors, +have been withdrawn, terminated or cance lled, or with respect to which the payment +of the relevant orders and/or investm ent commitment has not been received or +settled in the stipulated time and manner or otherwise. +Lock Up Arrangement +Undertakings to the Stock Exchange pursuant to the Listing Rules +(A) Undertakings by our Company +Pursuant to Rule 10.08 of the Listing Rules, our Company has undertaken to the Stock +Exchange that we will not exercise our power to issue further H Shares, or securities convertible into +H Shares (whether or not of a class already listed), or form the subject of any agreement to such an +issue within six months from the Listing Date (whether or not such issue of H Shares or securities +will be completed within six months from the Lis ting Date) except the Offer Shares to be issued +pursuant to the Global Offering (including any additional H Shares which may be issued pursuant to +exercise of the Over-allotment Option), or under any of the circumstances provided under Rule 10.08 +of the Listing Rules. +UNDERWRITING +–2 0 6– + + +--- page 216 --- +(B) Undertakings by each of our Controlling Shareholders +Pursuant to Rule 10.07 of the Listing Rules, each of our Controlling Shareholders has +undertaken to the Stock Exchange and our Compan y that, except pursuant to the Global Offering, +it/he/she will not and will procure that the relevant registered holder(s) will not (without the prior +written consent of the Stock Ex change or unless otherwise in c ompliance with the applicable +requirements of the Listing Rules): +(i) in the period commencing on the date by refere nce to which disclosure of the shareholding +in our Company is made in this prospectus and ending on, and including, the date which is +six months from the Listing Date (the ‘‘ First Six-month Period ’’), directly or indirectly +dispose of, nor enter into any agreement to dispose of or otherwise create any options, +rights, interests or encumbrances in respec t of, any of the securities of our Company in +respect of which the shareholder is shown in this prospectus to be the beneficial owner(s); +or +(ii) in the period of six months immediately following the expiry of the First Six-month Period +(the ‘‘Second Six-month Period ’’), directly or indirectly, dispose of, nor enter into any +agreement to dispose of or otherwise create any options, rights, interests or encumbrances +in respect of, any of the Shares or securiti e sr e f e r r e dt oi n( i )a b o v ei f ,i m m e d i a t e l y +following the disposal or upon the exercise or enforcement of the options, rights, interests +or encumbrances, the shareholder would cease to be our Controlling Shareholders. +Note (2) to Rule 10.07(2) of the Listing Rules provides that Rule 10.07 does not prevent a +member of Controlling Shareholders from using th e H Shares beneficially owned by it/him/her as +security (including a charge or pledge) in favor of an authorized institution (as defined in the +Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) for a bona fide commercial loan. +Pursuant to Note 3 to Rule 10.07(2) of the Listi ng Rules, each of our Controlling Shareholders +has further undertaken to the Stock Exchange and our Company that, within the period commencing +on the date by reference to which disclosure of the shareholding in our Company is made in this +prospectus and ending on the date which is 12 mon ths from the Listing Date, it/he/she will and will +procure that the relevant registered holder(s) will: +(i) when it/he/she pledges or charges any securities of our Company beneficially owned by +it/him/her in favor of an authorized institu tion (as defined in the Banking Ordinance +(Chapter 155 of the Laws of Hong Kong)) for a bona fide commercial loan, immediately +inform us of such pledge or charge together with the number of securities so pledged or +charged; and +(ii) when it/he/she receives indications, either verbal or written, from the pledgee or chargee +that any of the pledged or charged securities of our Company will be disposed of, +immediately inform our Company of such indications. +We will inform the Stock Exchange as soon as we have been informed of the matters referred to +in paragraphs (i) and (ii) above (if any) by any o f our Controlling Shareholders and subject to the +then requirements of the Listing Rules disclose such matters by way of an announcement which is +published in accordance with Rule 2.07C of the Listing Rules as soon as possible. +UNDERWRITING +–2 0 7– + + +--- page 217 --- +Undertakings pursuant to the Hong Kong Underwriting Agreement +(A) Undertaking by our Company in respect of itself +Pursuant to the Hong Kong Underwriting Agreement, Our Company has undertaken to each of +the Joint Sponsors, the Overall Co ordinators, the Joint Global Coordinators, the Capital Market +Intermediaries, the Joint Bookr unners, the Joint Lead Managers and the Hong Kong Underwriters +that except pursuant to the Global Offering (including pursuant to the Over-allotment Option), at +any time after the date of the Hong Kong Underwriting Agreement up to and including the date +falling six months after the Listing Date (the ‘‘ First Six Month Period ’’), it will not, without the prior +written consent of the Joint Sponsors and the Over all Coordinators (for themselves and on behalf of +the 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 indirectly, conditionally or unconditionally, or +repurchase, any legal or beneficial interest i n the share capital or any other securities of +our Company or any interest in any of the fore going (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 purc hase any share capital or other securities of +our Company, as applicable), or deposit any share capital or other securities of our +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 securities of our 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 warrants or other rights to purchase, any Shares +or any other securities of our Company); or +iii. enter into any transaction with the same econ omic effect as any transaction described in +paragraph (i) or (ii) above; or +iv. offer to or agree to do any of the foregoing specified in paragraph (i), (ii) or (iii) 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 securities, in cash or otherwise (whet her or not the issue of such share capital or other +securities will be completed within the First Six M onth Period). Our Company further agrees that, in +the event our Company is allowed to enter into any o f the transactions described in paragraph (i), (ii) +or (iii)above or offers to or agrees to or announce s any intention to effect any such transaction +during the period of six months commencing on the date on which the First Six Month Period +expires (the ‘‘Second Six Month Period ’’), it will take all reasonable steps to ensure that such an issue +or disposal will not, and no other act of our Compan y will, create a disorderly or false market for +any Shares or other securities of our Company. +UNDERWRITING +–2 0 8– + + +--- page 218 --- +Our Company has undertaken to each of the Joint Sponsors, the Overall Coordinators, the +Joint Global Coordinators, the C apital Market Intermediaries, t he Joint Bookrunners, the Joint +Lead Managers and the Hong Kong Underwriters that it will, and our Controlling Shareholders +undertake to procure that our Company will, comp ly with the minimum public float requirements +(the ‘‘Minimum Public Float Requirement ’’) and the minimum free float requirements (the ‘‘ Minimum +Free Float Requirement ’’) specified in the Listing Rules, and i t will not (i) effect any purchase of the +Shares, or agree to do so, which may reduce the holdings of the Shares held by the public (as defined +in Rule 8.24 of the Listing Rules) to below the Mi nimum Public Float Requirement or any waiver +granted and not revoked by the Stock Exchange prior to the expiration of the Second Six Month +Period without first having obtained the prior written consent of the Joint Sponsors and the Overall +Coordinators (for themselves and on behalf of the Hong Kong Underwriters); or (ii) enter into any +agreement, arrangement or transaction which shall cause or have the effect of causing the portion of +the Shares that are held by the public and that are available for trading and not subject to any +disposal restrictions (whether under contract, the Listing Rules, applicable Laws or otherwise) on +the Listing Date to fall below the Minimum Fre e Float Requirement under Rule 19A.13C of the +Listing Rules. +(B) Undertaking by our Controlling Shareholders in respect of themselves +Pursuant to the Hong Kong Underwriting Agreement, each of our Controlling Shareholders +has undertaken to each of our Company, the Joint Sponsors, the Overall Coordinators, the Joint +Global Coordinators, the Capital Market Interm ediaries, the Joint Bookrunners, the Joint Lead +Managers and the Hong Kong Underwriters that, without the prior written consent of the Joint +Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong +Underwriters) and unless in compliance with the requirements of the Listing Rules: +i. it/he/she will not, and will procure that the relevant registered holder(s), any nominee or +trustee holding on trust for it/him/her and the companies controlled by it/him/her will +not, at any time during the First Six Month Period, (i) sell, offer to sell, accept +subscription for, contract or agree to allot, issue or sell, mortgage, charge, pledge, +hypothecate, lend, grant or sell any option, w arrant, contract or right to purchase, grant +or purchase any option, warrant, contract or rig ht to sell, or otherwise transfer or dispose +of or create an encumbrance over, or agree to transfer or dispose of or create an +encumbrance over, either directly or indir ectly, conditionally or unconditionally, any +Shares or other securities of our Company or any interest therein (including, without +limitation, any securities convertible into or exchangeable or exercisable for or that +represent the right to receive, or any warrants or other rights to purchase, any Shares or +any such other securities, as applicable or any interest in any of the foregoing), or deposit +any Shares or other securities of our Company with a depositary in connection with the +issue of depositary receipts, or (ii) enter into any swap or other arrangement that transfers +to another, in whole or in part, any of the economic consequences of ownership (legal or +beneficial) of any Shares or other securities of our Company or any interest therein +(including, without limitation, any securities convertible into or exchangeable or +exercisable for or that represent the right to receive, or any warrants or other rights to +purchase, any Shares or any such other securities, as applicable or any interest in any of +the foregoing), or (iii) enter into any transaction with the same economic effect as any +transaction specified in paragraph (i) or (ii) above, or (iv) offer to or agree to or announce +any intention to effect any transaction specifi ed in paragraph (i), (ii) or (iii) above, in each +case, whether any of the transa ctions specified in paragraph (i), (ii) or (iii) above is to be +settled by delivery of Shares or other securities of our Company or in cash or otherwise, +and whether or not the transactions will be completed within the First Six Month Period; +and +UNDERWRITING +–2 0 9– + + +--- page 219 --- +ii. it/he/she will not, during the Second Six Mont h Period, enter into any of the transactions +specified paragraph (i), (ii) or (iii) above o r offer to or agree to contract to or publicly +announce any intention to effect any such trans action if, immediately following any sale, +transfer or disposal or upon the exercise or enforcement of any option, right, interest or +Encumbrance pursuant to such transaction, it will cease to be a Controlling Shareholder +of our Company or a member of a group of our Controlling Shareholders of our Company +or would together with the other Controllin g Shareholders cease to be ‘‘Controlling +Shareholders’’ of our Company; and +iii. until the expiry of the Second Six Month Peri od, in the event that it enters into any of the +transactions specified in paragraph (i), (ii) or (iii) or offer to or agrees to or contract to or +publicly announce any intention to effect any such transaction, it/he/she will take all +reasonable steps to ensure that such a disposal will not create a disorderly or false market +in the securities of our Company. +International Offering +International Underwriting Agreement +In connection with the International Offeri ng, we expect to enter into the International +Underwriting Agreement with, among others, the Overall Coordinators and the International +Underwriters. Under the International Underwriting Agreement, the International Underwriters +would, subject to certain conditions, severally (but not jointly) agree to purchase or procure +purchasers for the International O ffer Shares initially offered pursu ant to the International Offering. +It is expected that the International Underwriti ng Agreement may be terminated on grounds similar +to those contained in the Hong Kong Underwriting Agreement. Please see the section headed +‘‘Structure of the Global Offering — The International Offering’’ for further details. +Over-allotment Option +Our Company intends to grant to the Internation al Underwriters the Over-allotment Option, +exercisable in whole or in part, at the sole and absolute discretion of the Overall Coordinators on +behalf of the International Underwriters from the Listing Date until 30 days from the last day +permitted for the making of applications under the Hong Kong Public Offering, pursuant to which +our Company may be required to allot and issue u p to an aggregate of 1,719,600 additional H +Shares, representing approxima tely 15.0% of the number of Offer Shares initially available under the +Global Offering at the Offer Price to cover over-allo cations in the International Offering, if any. +Please see the section headed ‘‘Structure of the Global Offering — Over-allotment Option’’ for +further details. +It is expected that the International Underw riting Agreement may be terminated on similar +grounds as the Hong Kong Underwriting Agreement. Potential investors shall be reminded that in +the event that the International Un derwriting Agreement is not ente red into, the Global Offering will +not proceed. +Commission and Expenses +The Underwriters and the Capital Market Inte rmediaries will receive an underwriting +commission of 2.5% of the aggregate Offer Price of all the Offer Shares (including any Offer +Shares to be issued pursuant to the exercise of the Over-allotment Option) (the ‘‘ Fixed Fees ’’), out of +which they will pay any sub-underwriting commissions and other fees. +UNDERWRITING +–2 1 0– + + +--- page 220 --- +The Underwriters and the Capital Market Interm ediaries may receive a discretionary incentive +fee of up to 1.5% of the aggregate Offer Price of all the Offer Shares (including any Offer Shares to +be issued pursuant to the exercise of the Over-allotment Option) (the ‘‘ Discretionary Fees ’’). As of the +date of this Prospectus, the allocation of a por tion of the Fixed Fees remains subject to the +Company’s discretion. Accordin gly, the unallocated portion of th e Fixed Fees will be regarded as +discretionary fees for the purpose of the Listing Ru les. The ratio of the fixed fee and discretionary +fee (as classified under and for the purpose of Rule 3A.34 of the Listing Rules) payable by the +Company to all syndicate members is expected to be approximately 37.5 : 62.5 (assuming the +Discretionary Fees will be paid in full). +For any unsubscribed Hong Kong Offer Shares reallocated to the International Offering, the +underwriting commission will not be paid to the Hong Kong Underwriters but will instead be paid to +the International Underwriters. +The sponsor’s fees payable to the Sp onsor are HK$6.3 million in aggregate. +The aggregate commissions and fees (exclusive of any Discretionary Fees), together with the +Stock Exchange listing fee, the SFC transaction levy, the AFRC transaction levy, the Stock +Exchange trading fee, the brokerage fee, the legal an d other professional fees, printing and other fees +and expenses relating to the Global Offering , are estimated to be about HK$59.2 million (on the +assumption that the Over-allotment Option will be exercised in full and based on an Offer Price of +HK$43.58) and will be paid by our Company. +Indemnity +Our Company has agreed to indemnify the Hong Kong Underwriters for certain losses which +they may suffer, including losses incurred arising from their performance of their obligations under +t h eH o n gK o n gU n d e r w r i t i n gA g r e e m e n ta n dany breach by our Company of the Hong Kong +Underwriting Agreement. +Hong Kong Underwriters’ Interests in our Company +Save for their respective obligations under the Hong Kong Underwriting Agreement, as of the +Latest Practicable Date, none of the Hong Kong Underwriters was interested, directly or indirectly, +in any H Shares or any securities of any member of our Group or had any right or option (whether +legally enforceable or not) to subscribe for or purchase, or to nominate persons to subscribe for or +purchase, any H Shares or any securities of any member of our Group. +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 p art of the underwriting or stabilizing 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 acco unt of others. In the ordinary course of their +business activities, the Syndicate Members and t heir 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 fo r their own account and for the accounts of their +customers. These investment and trading activitie s may involve or relate to assets, securities and/or +instruments of our Company, and/or persons and entities with relationships with our Company and +may also include swaps and other financial inst ruments entered into for hedging purposes in +connection with our loans and other debt. +UNDERWRITING +–2 1 1– + + +--- page 221 --- +In relation to our H Shares, the activities of the Syndicate Members and their affiliates may +include acting as agent for buyers and sellers of ou r H Shares, entering into transactions with those +buyers and sellers in a principal capacity, including as a lender to initial purchasers of our H Shares +(whose financing may be secured by our H Shares) in the Global Offering, proprietary trading in our +H Shares, and entering into over-the-counter or lis ted derivative transactions or listed or unlisted +securities transactions (including issuing securi ties such as derivative warrants listed on a stock +exchange) which have as their underlying assets, a ssets including our H Shares. Such transactions +may be carried out as bilateral agreements or trades with selected counterparties. Those activities +may require hedging activity by tho se entities involving, directly or indirectly, the buying and selling +of our H Shares, which may have a negative impact on the trading price of our H Shares. All such +activities may take place in Hong Kong and elsew here in the world and may result in the Syndicate +Members and their affiliates holding long and/or short positions in our H Shares, in baskets of +securities or indices including our H Shares, in u nits of funds that may purchase our H Shares, or in +derivatives related to any of the foregoing. +In relation to issues by the Syndicate Members or t heir affiliates of any listed securities having +our H Shares as their underlying securities, whe ther on the Stock Exchange or on any other stock +exchange, the rules of the stock exchange may require the issuer of those securities (or one of its +affiliates or agents) to act as a market maker or liq uidity provider in the security, and this will also +result in hedging activity i n our H Shares in most cases. +All these activities may occur both during and a fter the end of the stabilizing period described +in the section headed ‘‘Structure of the Global Offeri ng’’. Such activities may affect the market price +or value of our H Shares, the liquidity or tradin g volume in our H Shares and the volatility of the +price 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 and +their affiliates will be subject to certain restrictions, including the following: +(a) the Syndicate Members and their affiliate s (other than the Stabilizing Manager or any +person acting for it) must not, in connectio n 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 stabilizing or maintaining the market price of any of the Offer Shares at levels +other than those which might otherwise prevail in the open market; and +(b) the Syndicate Members and their affiliate s must comply with all applicable laws and +regulations, including the market miscond uct provisions of the SFO, including the +provisions prohibiting insider dealing, fa lse trading, price rigging and stock market +manipulation. +Some of the Syndicate Members or their affilia tes have provided from time to time, and are +expected to provide to our Group investment banking and other services in the future for which the +Syndicate Members or their affiliates have receive d or will receive customary fees and commissions. +In addition, the Syndicate Members or their aff iliates may provide financing to investors to +finance their subscriptions of Offer Shares in the Global Offering. +UNDERWRITING +–2 1 2– + + +--- page 222 --- +THE GLOBAL OFFERING +This prospectus is published in connection wit h the Hong Kong Public Offering as part of the +Global Offering. CITIC Securities (Hong Kon g) Limited and Guoyuan Capital (Hong Kong) +Limited are the Joint Sponsors, and CLSA Limited and Guoyuan Securities Brokerage (Hong Kong) +Limited are the Overall Coordin ators, of the Global Offering. +The listing of our H Shares on the Stock Exchange is sponsored by the Joint Sponsors. The +Joint Sponsors have made an application on our behalf to the Listing Committee of the Stock +Exchange for the listing of, and permission to deal in, the H Shares in issue and to be issued pursuant +to the Global Offering (including any additional H Shares pursuant to the exercise of the +Over-allotment Option) on the Main Board of the Stock Exchange as described in this prospectus. +The Global Offering consists of (subject to re allocation and the Over-allotment Option as +described below): +(a) the Hong Kong Public Offering of initially 1,146,500 H Shares as described below under +the subsection headed ‘‘— The Hong Kong Public Offering’’; and +(b) the International Offering of initially 10, 317,600 H Shares outside the United States +(including to professional and institutional investors in Hong Kong) in offshore +transactions in reliance on Regulation S, a s described below under the subsection +headed ‘‘— The International Offering’’. +Investor may either: +(a) apply for the Hong Kong Offer Shares under the Hong Kong Public Offering; or +(b) apply for or indicate an interest, if qualif ied to do so, for the International Offer Shares +under the International Offering, +but may not do both. +The Offer Shares will represent 14.55% of the t otal H Shares in issue share capital of our +Company immediately following the complet ion of the Global Offering (assuming that the +Over-allotment Option is not exercised). If the Over-allotment Option is exercised in full, the +Offer Shares will represent 16.37% of the enlarged number of H Shares in issue (including Offer +Shares issued pursuant to the full exercise of the O ver-allotment Option) immediately following the +completion of the Global Offering and allotm ent and issue of Offer Shares pursuant to the +Over-allotment Option. +References in this prospectus to applications, application monies or the procedure for +applications relate solely to the Hong Kong Public Offering. +THE HONG KONG PUBLIC OFFERING +Number of Offer Shares Initially Offered +We are initially offering 1,146,500 H Shares for subscription by the public in Hong Kong at the +Offer Price, representing approximately (i) 10% of the total number of Offer Shares initially +available under the Global Offering and (ii) 1. 45% of the total H Shares in issue immediately +following the completion of the Global Offering (sub ject to the reallocation of Offer Shares between +the International Offering and the Hong Kong Public Offering and assuming the Over- allotment +Option is not exercised). +The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to +institutional and professional investors. Professi onal investors generally include brokers, dealers, +companies (including fund manag ers) whose ordinary business involves dealing in shares and other +securities and corporate entities that regu larly invest in shares and other securities. +STRUCTURE OF THE GLOBAL OFFERING +–2 1 3– + + +--- page 223 --- +Completion of the Hong Kong Public Offering is subject to the conditions set out in the +sub-section headed ‘‘Conditions of the Global Offering’’ below. +Allocation +Allocation of 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. The allocation of Hong Kong Offer Shares could, where appropriate, consist of +balloting, which would mean that some applicants may receive a higher allocation than others who +have applied for the same number of Hong Kong Offer Shares, and those applicants who are not +successful in the ballot may not receive any Hong Kong Offer Shares. +For allocation purposes only, the total number of Hong Kong Offer Shares available under the +Hong Kong Public Offering (after taking into acc ount any reallocation referred to below) will be +divided equally (to the nearest board lot) into two pools: Pool A and Pool B (with any odd lots being +a l l o c a t e dt op o o lA ) . +. Pool A : The Hong Kong Offer Shares in Pool A will be allocated on an equitable basis to +applicants who have applied for Hong Kong Offer Shares with a total price of HK$5 +million or less (excluding the brokerage fe e, the SFC transaction levy, the AFRC +transaction levy and the Stock Exchange trading fee). +. Pool B : The Hong Kong Offer Shares in Pool B will be allocated on an equitable basis to +applicants who have applied for Hong Kong O ffer Shares with a total price of more than +HK$5 million and up to the total value of Pool B (excluding the brokerage fee, the SFC +transaction levy, the AFRC transaction levy and the Stock Exchange trading fee). +For the purpose of the immediately preceding pa ragraph only, the ‘‘price’’ for the Hong Kong +Offer Shares means the price payable on application. See the subsection headed’’ — Pricing — Price +Payable on Application’’ below. +Applicants should be aware that applicatio ns in Pool A and Pool B are likely to receive +different allocation ratios. If Hong Kong Offer Shares in one pool (but not both pools) are +undersubscribed, the unsubscribed Hong Kong Offer Shares will be transferred to the other pool to +satisfy demand in that other po ol 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 +m o r et h a n5 7 3 , 2 0 0H o n gK o n gO f f e rS h a r e s( b e i n gapproximately 50% of the Offer Shares initially +made available under the Hong Kong P ublic Offer) 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 Overall Coordinators. Subject to the allocation cap described in the subsequent paragraph, the +Overall Coordinators may in their discretion reallo cate Offer Shares from the International Offering +to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public +Offering. In addition, if the Hong Kong Public Offering is not fully subscribed, the Overall +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 reallocated to the Hong Kong Public +Offering will be allocated between Pool A and Po ol B and the number of Offer Shares allocated to +the International Offering will be correspondingly reduced in such manner as the Overall +Coordinators deem appropriate. +STRUCTURE OF THE GLOBAL OFFERING +–2 1 4– + + +--- page 224 --- +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 573,100 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 1,719,600 Offer Shares, +representing approximately 15% of the number of Offe r Shares initially available under the Global +Offering (before exercise of the Over-allotmen t Option) in accordance with Chapter 4.14 of the +Guide for New Listing Applicants. In the circumst ance where the International Offer Shares are fully +subscribed or oversubscribed and the Hong Kong Offer Shares are undersubscribed, there will be no +reallocation from the International Offering to the Hong Kong Public Offering, and no +over-allocation of H Shares to the Hong Kong Public Offering. +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 +and the provision of Paragraph 4.2(b) of Practice Note 18 of the Listing Rules, no mandatory +clawback or reallocation mechanism is required t o increase the number of Offer Shares under the +Hong Kong Public Offering to a cer tain percentage of the total numb er of Offer Shares offered under +the Global Offering. Details of any reallocation of Offer Shares between the Hong Kong Public +Offering and the International Offering will be di sclosed in the results announcement of the Global +Offering, which is expected to be published on Fri day, June 12, 2026. Where the International Offer +Shares are undersubscribed, if the Hong Kong Offer Shares are also undersubscribed, the Global +Offering will not proceed unless th e Underwriters would subscribe or procure subscribers for their +respective applicable proportions of the Offer Sha res being offered which are not taken up under the +Global Offering on the terms and conditions of this Prospectus and the Underwriting Agreements. +Applications +Each applicant under the Hong Kong Public Offering will be required to give an undertaking +a n dc o n f i r m a t i o ni nt h ea p p l i c a t i o ns u b m i t t e db ythat applicant that it/he/she and any person(s) for +whose benefit the applicant is mak ing the application have not applied for or taken up, or indicated +an interest for, and will not apply for or take up, or in dicate an interest for, any International Offer +Shares under the International Offering, and that applicant’s application under the International +Offering is liable to be rejected if either or both of the undertaking and confirmation are breached or +untrue (as the case may be). +THE INTERNATIONAL OFFERING +Number of H Shares Initially Offered +The International Offering will consist of an o ffering of initially 10,317,600 H Shares at the +Offer Price for subscription or sale under the International Offering, representing approximately +90.0% of the total number of Offer Shares initially available under the Global Offering. Subject to +the reallocation of the Offer Shares between the I nternational Offering and the Hong Kong Public +Offering, the number of H Shares initially offered u nder the International Offering will represent +13.09% of the total H Shares in issue immediately following the completion of the Global Offering +(assuming the Over-allotmen t Option is not exercised). +STRUCTURE OF THE GLOBAL OFFERING +–2 1 5– + + +--- page 225 --- +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 the Offer Shares +in Hong Kong and other jurisdictions outside th e United States in reliance on Regulation S. +Professional investors generally include broke rs, dealers, companies (in cluding fund managers) +whose ordinary business involves dealing in shares a nd other securities and corporate entities that +regularly invest in shares and other securities. +Allocation of Offer Shares under the Internation al Offering will be effected in accordance with +the ‘‘book-building’’ process described in the se ction headed ‘‘— Pricing — Determining the Offer +Price’’ and based on a number of factors, includin g the level and timing of demand, total size of the +relevant investor’s invested assets or equity assets in the relevant sector and whether or not it is +expected that the relevant investor is likely to buy further H Shares, and/or hold or sell its H Shares, +after the Listing. This basis of allocation is intend ed to result in a distribution of the Offer Shares +w h i c hi sl i k e l yt ol e a dt ot h ee s t a b l i s h m e n to fas olid and stable professional and institutional +shareholder base to the benefit of our Group and our Shareholders as a whole. +The Overall Coordinators (on behalf of the Underwriters) may require any investor who has +been offered (or has indicated an interest for) Offe r 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 so as to allow them to ide ntify the relevant applications under the Hong +Kong Public Offering and to ensure that they are excluded from any allocation of Offer Shares under +the International Offering. +Reallocation +The total number of Offer Shares to be issued or sold pursuant to the International Offering +may change as a result of any reallocation of Offer Shares between the Hong Kong Public Offering +and the International Offering as described i n the subsection headed ‘‘— The Hong Kong Public +Offering — Reallocation’’, and the exercise of the Over-allotment Option in whole or in part as +described in the subsection headed ‘‘— Over-allotment Option’’ below. +PRICING OF THE GLOBAL OFFERING +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 H Shares under the International +Offering they would be prepared to acquire either at different prices or at a particular price. This +process, known as ‘‘book-building’’, is expected to continue up to, and to cease on or about, the last +day for lodging applications unde r the Hong Kong Public Offering. +The Offer Price will be HK$43.58 per Offer Share unless otherwise announced. +The Overall Coordinators (for themselves and on behalf of the Underwriters) may, where they +deem appropriate, based on the level of interes t expressed by prospective investors during the +book-building process in resp ect of the International Offering, and with the consent of the +Company, reduce the number of Offer Shares offe red under the Global Offering and/or the Offer +Price as stated in this prospectus at any time on or prior to the morning of the last day for lodging +applications under the Hong Kong Public Offering. In such a case, we will, as soon as practicable +following the decision to make such reduction, an d in any event not later than the morning of the +last day for lodging applications under the Hong Kong Public Offering, cause to be published on the +websites of the Company and the Stock Exchange at +www.liuliumei.com and www.hkexnews.hk , +respectively, an announcement t o cancel and relaunch the Global Offering at the revised number of +Offer Shares and/or the revised Offer Price and the requirements under Rule 11.13 of the Listing +Rules (which include the issue of a supplemental prospectus or a new prospectus (as appropriate)). +Upon issue of such announcement or supplemental prospectus (as appropriate), the number of Offer +STRUCTURE OF THE GLOBAL OFFERING +–2 1 6– + + +--- page 226 --- +Shares offered in the Global Offering and/or the rev ised Offer Price will be final and conclusive, and +the Offer Price, if agreed upon by the Overall Coordinators (for themselves and on behalf of the +Underwriters) and the Company, will be fixed. Th e Global Offering must first be canceled and +subsequently relaunched on FINI pursuant to the supplemental prospectus. +Before submitting applications for the Hong Ko ng Offer Shares, applic ants should have regard +to the possibility that any announcement or su pplemental prospectus or new prospectus (as +appropriate) of a reduction in the number of Offer Shares and/or the Offer Price may not be made +until the day which is the last day for lodging applications under the Hong Kong Public Offering. In +the absence of any such announcement or cancelation and relaunch of offer, the number of Offer +Shares and/or the Offer Price will not be reduced. +The Hong Kong Offer Shares and the International Offer Shares may, in certain circumstances, +be reallocated as between the Hong Kong Public Offering and International Offering at the +discretion of the Overall Coordinators. The level of applications in the Hong Kong Public Offering, +the level of indications of interest in the International Offering, the basis of allocations of the Hong +Kong Offer Shares and the results of applications in the Hong Kong Public Offering are expected to +be announced on Friday, June 12, 2026 through a variety of channels described in the paragraph +headed ‘‘How to Apply for the Hong Kong Offe r Shares — Publication of Results’’ in this +prospectus. +OVER-ALLOCATION +Following any over-allocation of H Shares i n connection with the Global Offering, the +Stabilizing Manager (or any person acting for it) m ay cover the over-alloca tion through delayed +delivery arrangements with investors who have been allocated Offer Shares in the International +Offering. The delayed delivery arrangements (if s pecifically agreed to by an investor) relate only to +the delay in the delivery of the Offer Shares to suc h investor and the Offer Price for the Offer Shares +allocated to such investor will be fully paid prior t o Listing, accordingly there will be no delayed +settlement of payment of the Offer Shares. Addition al Offer Shares may be issued by the exercise of +the Over-allotment Option in full or in part, or th e Stabilizing Manager (or any person acting for it) +may purchase H Shares in the secondary market at prices that do not exceed the Offer Price, or a +combination of these means may be used, to return to such investor the Offer Shares subject to +delayed delivery arrangements. +OVER-ALLOTMENT OPTION +In connection with the Global Offering, we m ay grant the Over-allotment Option to the +International Underwriters, exercisable by the Overall Coordinators in their sole and absolute +discretion on behalf of the International Underwriters. +Pursuant to the Over-allotment Option (if grante d), the International Underwriters have the +right, exercisable by the Overall Coordinators (in their sole and absolute discretion on behalf of the +International Underwriters) at any time from the Listing Date until 30 days from the last day for the +making of applications under the Hong Kong Public Offering (being the last day for the exercise of +the Over-allotment Option, which is Friday, Ju ly 10, 2026), to require us to allot and issue up to +1,719,600 additional Offer Shares representin g not more than 15% of the total number of Offer +Shares initially available under the Global Offering , at the Offer Price, to cover over-allocations in +the International Offering. +If the Over-allotment Option is exercised in fu ll, the additional Offer Shares will represent +approximately 2.14% of the enlarged total number of H Shares in issue immediately following +completion of the Global Offering and the exerci se of the Over-allotment Option. We will make an +announcement if the Over-allotment Option is exercised. +STRUCTURE OF THE GLOBAL OFFERING +–2 1 7– + + +--- page 227 --- +STABILIZATION +Stabilization is a practice used by underwriters in some markets to facilitate the distribution of +securities. To stabilize, the underwriters may bid for, or purchase, the securities in the secondary +market, during a specified period of time, to retard, and if possible, prevent a decline in the market +price of the securities below the offer price. Such transactions may be effected in all jurisdictions +w h e r ei ti sp e r m i t t e dt od os o ,i ne a c hc a s ei nc o m pliance with all applicable laws and regulatory +requirements, including those of Hong Kong. In H ong Kong, the price at which stabilization is +effected cannot exceed the offer price of shares. +In connection with the Global Offering, the Stab ilizing Manager (or any person acting for it), +on behalf of the Underwriters, may over-alloca te or effect short sales or any other stabilizing +transactions with a view to stabilizing or maint aining the market price of our H Shares at a level +higher than that which might othe rwise prevail for a limited period a fter the Listing Date. However, +there is no obligation on the Stabilizing Manager ( or its affiliates or any person acting for it) to +conduct any stabilizing action. Such stabilizing a ctions, if taken, (a) will be conducted at the +absolute discretion of the Stabilizing Manager (o r its affiliates or any person acting for it) and in +what the Stabilizing Manager reas onably regards as being in the best interest of our Company, (b) +may be discontinued at any time and (c) is requir ed to end within 30 days of the last day for making +applications under the Ho ng Kong Public Offering. +Stabilizing actions permitted in Hong Kong pu rsuant to the Securiti es and Futures (Price +Stabilizing) Rules (Chapter 571W of the Laws of H ong Kong) include (a) over-allocating for the +purpose of preventing or minimiz ing any reduction in the market price of our H Shares, (b) selling or +agreeing to sell our H Shares so as to establish a short position in them for the purpose of preventing +or minimizing any reduction in the market price o f our H Shares, (c) subscribing, or agreeing to +subscribe, for our H Shares pursuant to the Over-a llotment Option in order to close out any position +established under (a) or (b), (d) purchasing, o r agreeing to purchase, our H Shares for the sole +purpose of preventing or minimizin g any reduction in the market pric e of our H Shares, (e) selling or +agreeing to sell our H Shares to liquidate a long position held as a result of those purchases and (f) +offering or attempting to do anything described in (b), (c), (d) or (e). +Specifically, prospective app licants for and investors in the Offer Shares should note that: +(a) the Stabilizing Manager (or its affiliates or a ny person acting for i t) may, in connection +with the stabilizing action, maintain a long position in our H Shares; +(b) there is no certainty as to the extent to which and the time or period for which the +Stabilizing Manager (or its affiliates or any pe rson acting for it) will maintain such a long +position; +(c) liquidation of any long position by the Stab ilizing Manager (or its affiliates or any person +acting for it) and selling in the open mark et may have an adverse impact on the market +price of our H Shares; +(d) no stabilizing action can be taken to suppo rt the price of our H Shares for longer than the +stabilizing period, which will begin on the Listing Date and is expected to expire on +Friday, July 10, 2026 (being the 30th day after the last day for making applications under +the Hong Kong Public Offering). After this d ate, when no further stabilizing action may +be taken, demand for our H Shares, and therefore the price of our H Shares, could fall; +(e) stabilizing activities by the Stabilizing Man ager (or any person acting for it) may stabilize, +maintain or otherwise affect the market pric e of our Shares. This means the price of our +Shares may be higher than the price that otherwise might exist in the open market; +(f) the price of our H Shares cannot be assured to stay at or above the Offer Price by the +taking of any stabilizing action; and +STRUCTURE OF THE GLOBAL OFFERING +–2 1 8– + + +--- page 228 --- +(g) stabilizing bids may be made or transactions effected in the course of the stabilizing action +at any price at or below the Offer Price, whi ch means that stabilizing bids may be made or +transactions effected at a price below the pr ice paid by applicants for, or investors in, +acquiring the Offer Shares. +We will make an announcement in compliance with the Securities and Futures (Price +Stabilizing) Rules (Chapter 571W of the Laws of Ho ng Kong) within seven days of the expiration of +the stabilizing period. +CONDITIONS OF THE GLOBAL OFFERING +Acceptance of applications for the Hong Kong Offer Shares will be conditional on: +(a) the Listing Committee 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 (including any +additional H Shares pursuant to the exercise of the Over-allotment Option) on the Main +Board of the Stock Exchange and such approval and permission not subsequently having +been withdrawn or revoked prior to the Listing Date; +(b) the execution and delivery of the International Underwriting Agreement; +(c) our Company having submitted to HKSCC all requisite documents to enable the Offer +Shares to be admitted to trade on the Stock Exchange; and +(d) the obligations of the underwriters under both the Hong Kong Underwriting Agreement +and the International Underwriting Agreement having become unconditional and not +having been terminated in accordance with the terms of the respective agreements, +in each case on or before the dates and times specified in the 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 Monday, June 15, 2026. +The consummation of each of the Hong Kong Public Offering and t he International Offering is +conditional upon, among others, the other becoming unconditional and not having been terminated +in accordance with its terms. +If the above conditions are not fulfilled or wai ved before the dates and times specified, the +Global Offering will not proceed and will laps e, and the Stock Exchange will be notified +immediately. We will publish a notice of the lapse of the Hong Kong Public Offering on the website +of the Stock Exchange at +www.hkexnews.hk and the website of our Company at www.liuliumei.com +on the next business day following the lapse. In s uch eventuality, all application monies will be +returned, without interest, on t he terms set out in the subsection headed’’How to Apply for the Hong +Kong Offer Shares — Despatch/Collection of H Sh are Certificates and Refund of Application +Monies’’. In the meantime, the application mon ies will be held in separa te accounts with the +receiving banks or other bank(s) in Hong Kong li censed under the Banking Ordinance (Chapter 155 +of the Laws of Hong Kong). +H Share certificates for the Offer Shares are ex pected to be issued on Friday, June 12, 2026, but +they will only become valid evidence of title a t 8 : 00 a.m. on Monday, June 15, 2026, provided the +Global Offering has become unconditional in all respects at or before that time. +DEALING ARRANGEMENTS +Assuming that the Hong Kong Public Offering becomes unconditional at or before 8 : 00 a.m. in +Hong Kong on Monday, June 15, 2026, it is expected that dealings in our H Shares on the Stock +Exchange will commence at 9 : 00 a.m. on that date. +Our H Shares will be traded in board lots of 100 H Shares each and the stock code of our H +Shares will be 6658. +STRUCTURE OF THE GLOBAL OFFERING +–2 1 9– + + +--- page 229 --- +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. We +will not provide printed copies of this prospectus in relation to the Hong Kong Public Offering. +This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under +the ‘‘HKEXnews > New Listings > New Listing Information ’’ section, and our website at +www.liuliumei.com . You may download and print from these website addresses if you want a +printed copy of this prospectus. +The contents of the electronic version of th e prospectus are identical to the printed +prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C +of the Companies (WUMP) Ordinance. +APPLICATION FOR HONG KONG OFFER SHARES +1 WHO CAN APPLY +If you apply for Hong Kong Offer Shares, then you may not apply for or indicate an interest +for International Offer Shares. +You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are +applying: +. a r e1 8y e a r so fa g eo ro l d e r ; +. have a Hong Kong address (for the White Form eIPO service only); +. are outside the United States (within the m eaning of Regulation S), and are a person +described in paragraph (h)(3) of Rule 902 of Regulation S; and +. are not a legal or natural Chinese Mainland person (except qualified domestic +institutional investors). +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; +. are a director, supervisor or chief executive o fficer of ours and/or any of our subsidiaries; +or +. are a close associate of any of the above persons. +2 APPLICATION CHANNELS +The Hong Kong Public Offering period will begin at 9 : 00 a.m. on Friday, June 5, 2026 and end +at 12 : 00 noon on Wednesday, June 10, 2026 (Hong Kong time). +HOW TO APPLY FOR THE HONG KONG OFFER SHARES +–2 2 0– + + +--- page 230 --- +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, +June 5, 2026 to 11 : 30 +a.m. on Wednesday, June +10, 2026, Hong Kong +time. +T h el a t e s tt i m ef o r +completing fu ll payment +of application monies will +be 12 : 00 noon on +Wednesday, June 10, +2026, Hong Kong time. +HKSCC EIPO channel Your broker or custodian +w h oi sa nH K S C C +Participant will submit +electronic application +instruction on your +behalf through HKSCC’s +FINI system in +accordance with your +instruction +Investors who would +not +like to receive a physical +H Share certificate. Hong +Kong Offer Shares +successfully applied for +will be allotted and +issued in the name of +HKSCC Nominees, +deposited directly into +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 interruptions an d 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 O ffer 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 o nly given one set of electronic application +instructions for the benefit of the person for whom you are an agent and that you are duly +authorized to give those instructions as an agent. +For the avoidance of doubt, giving an application instruction under the White Form eIPO +service more than once and obtaining different app lication reference numbers without effecting full +payment in respect of a particular reference number will not constitute an actual application. +If you apply through the White Form eIPO service, you are deemed to have authorized the +White Form eIPO Service Provider to apply on the terms and conditions in this prospectus, as +supplemented and amended by the terms and conditions of the White Form eIPO service. +By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your +behalf through the HKSCC EIPO channel, you (and, if you are join t applicants, each of you jointly +and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees +(acting as nominee for the relevant HKSCC Partic ipants) to apply for Hon gK o n gO f f e rS h a r e so n +your behalf and to do on your behalf all the things stated in this prospectus and any supplement to +it. +HOW TO APPLY FOR THE HONG KONG OFFER SHARES +–2 2 1– + + +--- page 231 --- +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 HKS CC 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 no minee for you and neither HKSCC nor HKSCC +Nominees shall be liable to you or any other perso n 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. +Only one application may be made for the benefit of any person. If you are suspected of making +more than one application through the White Form eIPO service or any other channel, all of your +applications are liable to be rejected. +3 INFORMATION REQUIRED TO APPLY +You +must provide the following information with your application: +For Individual/Joint Applicants For Corporate Applicants +. Full name(s) 2 as shown on your identity +document +. Full name(s) 2 a ss h o w no ny o u r +identity document +. Identity document’s issuing country or +jurisdiction +. Identity document’s issuing country +or jurisdiction +. Identity document type, with order of +priority: +. Identity document type, with order +of priority: +i. HKID card; or i. LEI registration document; or +ii. National identification document; +or +ii. Certificate of incorporation; or +iii. Passport; and iii. Business Registration +Certificate; or +iv. Other equivalent document; +and +. Identity document number . 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. +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. 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 b e accepted. The order of priority of the applicant’s +identity document type must be strictly followed and where an individual applicant has a valid HKID card +(including both Hong Kong Residents and Hong Kong Permanent Residents), the HKID number must be +used when making an application to subscribe for H ong 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 applicants on FINI is capped at 4 in accordance with market practice. +HOW TO APPLY FOR THE HONG KONG OFFER SHARES +–2 2 2– + + +--- page 232 --- +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 securities listed on the Stock Exchange or any other +stock exchange. +‘‘Statutory control ’’ means you: +. control the composition of the board of directors of the company; +. control more than half of the voting power of the company; or +. hold more than half of the issued share capital of the company (not counting any part of it which +carries no right to participate beyond a specified amount in a distribution of either profits or +capital). +For those applying through HKSCC EIPO channel, and making an a pplication under a power +of attorney, we and the Overall Coordinators, as ou r agent, have discretion to consider whether to +accept it on any conditions we think fit, inclu ding evidence of the attorney’s authority. +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 : 100 H Shares +Permitted Number of Hong Kong +Offer Shares for application and +amount payable on application/ +successful allotment +: Hong Kong Offer Shares are available for application +in specified board lot sizes only. Please refer to the +amount payable associated with each specified board +lot size in the table below. +The Offer Price is HK$43.58 per Share. +If you are applying through the HKSCC EIPO +channel, your broker or custodian may require you +to prefund your application in such amount as +determined by the broker or custodian, based on the +applicable laws and regulations in Hong Kong. You +are responsible for complying with any such +pre-funding requirement imposed by your broker or +custodian with respect to the Hong Kong Offer Shares +you applied for. By instructing your broker or +custodian to apply for the Hong Kong Offer Shares +on your behalf through the HKSCC EIPO channel, +you (and, if you are joint applicants, each of you +jointly and severally) are deemed to have instructed +and authorized HKSCC to cause HKSCC Nominees +(acting as nominee for the relevant HKSCC +P a r t i c i p a n t s )t oa r r a n g ep a y m e n to ft h ef i n a lO f f e r +Price, brokerage, SFC transaction levy, the Stock +Exchange trading fee and the AFRC transaction levy +by debiting the relevant nominee bank account at the +designated bank for your broker or custodian. +HOW TO APPLY FOR THE HONG KONG OFFER SHARES +–2 2 3– + + +--- page 233 --- +If you are applying through the White Form eIPO +service, you may refer to the table below for the +amount payable for the number of Shares you have +selected. You must pay the re spective amount payable +on application in full upon application for Hong Kong +Offer Shares. +No. of +Hong Kong +Offer Shares +applied for +Amount +payable (2) +on application +No. of +Hong Kong +Offer Shares +applied for +Amount +payable (2) +on application +No. of +Hong Kong +Offer Shares +applied for +Amount +payable (2) +on application +No. of +Hong Kong +Offer Shares +applied for +Amount +payable (2) +on application +HK$ HK$ HK$ HK$ +100 4,401.96 1,500 66,029.25 8, 000 352,156.03 90,000 3,961,755.38 +200 8,803.90 2,000 88,039.00 9, 000 396,175.54 100,000 4,401,950.44 +300 13,205.85 2,500 110,048.76 10, 000 440,195.04 150,000 6,602,925.65 +400 17,607.80 3,000 132,058.52 20, 000 880,390.09 200,000 8,803,900.85 +500 22,009.75 3,500 154,068.27 30, 000 1,320,585.13 250,000 11,004,876.08 +600 26,411.71 4,000 176,078.02 40, 000 1,760,780.17 300,000 13,205,851.29 +700 30,813.65 4,500 198,087.76 50, 000 2,200,975.21 350,000 15,406,826.50 +800 35,215.60 5,000 220,097.52 60, 000 2,641,170.26 400,000 17,607,801.72 +900 39,617.56 6,000 264,117.02 70, 000 3,081,365.31 450,000 19,808,776.94 +1,000 44,019.51 7,000 308,136. 54 80,000 3,521,560.34 573,200 (1) 25,231,979.86 +Notes: +(1) Maximum number of Hong Kong Offer Share you may apply for. +(2) The amount payable is inclusive of brokerage, SFC tran saction levy, the Stock Exchange trading fee and AFRC +transaction levy. If your application i s successful, brokerage will be paid to th e Exchange Participants (as defined +in the Listing Rules) and the SFC transaction levy, the S tock Exchange trading fee and AFRC transaction levy +are paid to the Stock Exchange (in the case of the SFC t ransaction 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). +No application for any other number of the H ong Kong Offer Shares will be considered and +any such application is liable to be rejected. +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 ‘‘ — Application for Hong Kong Offer Shares — +3. Information Required to Apply ’’ in this section. If you are susp ected of submitting or cause to +submit more than one application, all o f your applications will be rejected. +Multiple applications made either through (i) the White Form eIPO service, (ii) HKSCC EIPO +channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have made an +application through the White Form eIPO service or HKSCC EIPO channel, you or the person(s) for +whose benefit you have made the application shall not apply for any International 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 No minees will do the following things on your +behalf): +(a) undertake to execute all relevant documen ts and instruct and authorize us and/or the +O v e r a l lC o o r d i n a t o r s( o ri t sa g e n t so rn o m i n e e s ) ,a so u ra g e n t s ,t oe x e c u t ea n yd o c u m e n t s +for you and to do on your behalf all things necessary to register any Hong Kong Offer +Shares allocated to you in your name or in the name of HKSCC Nominees as required by +the Articles of Association, and (if you are applying through the HKSCC EIPO channel) +to deposit the allotted Hong Kong Offer Shares directly into CCASS for the credit of your +designated HKSCC Participant’ s stock account on your behalf; +HOW TO APPLY FOR THE HONG KONG OFFER SHARES +–2 2 4– + + +--- page 234 --- +(b) 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 Provider (or as the case may be, the agreement you entered into with your broker +or custodian), and agree to be bound by them; +(c) (if you are applying through the HKSCC EIPO channel) agree to the arrangements, +undertakings and warranties under the participant agreement between your broker or +custodian and HKSCC and observe the G eneral Rules of HKSCC and the HKSCC +Operational Procedures for giv ing application instructions to apply for Hong Kong Offer +Shares; +(d) confirm that you are aware of the restrictio ns 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; +(e) confirm that you have read this prospectus and have only relied on the information and +representations contained in this prospectus in making your application and will not rely +on any other information or representations , except those contained in any supplement to +this prospectus; +(f) agree that none of us, the Joint Sponsors, the Overall Coordinators, the Joint Global +Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, the H +Share Registrar, HKSCC, any of our or their aff iliates or any of their respective directors, +officers, employees, agents or advisors, or any other persons or parties involved in the +Global Offering is or will be liable for any infor mation and representations not contained +in this prospectus (and any supplement to it); +(g) agree to disclose the details of your applic ation and your personal data and any other any +personal data which may be required about you and the person(s) for whose benefit you +have made the application to us, our H Share R egistrar, receiving bank(s), the Joint +Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint +Bookrunners, the Joint Lead Managers, th e Underwriters, HKSCC, HKSCC Nominees, +the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies +or otherwise as required by laws, rules or regulations, for the purposes under the +paragraph headed ‘‘ — Personal Data — Purposes ’’ and ‘‘— Personal Data — Transfer of +personal data ’’ in this section; +(h) agree (without prejudice to any other rights which you may have once your application (or +as the case may be, HKSCC Nominees’ applicat ion) has been accepted) that you will not +rescind it because of an innocent misrepresentation; +(i) agree that subject to Section 44A(6) o ft h eC o m p a n i e s( W U MP) Ordinance, any +application made by you or HKSCC Nominees o n 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 +s p e c i f i e di nt h ep a r a g r a p hh e a d e d‘ ‘— Publication of Results ’’ in this section; +( j ) c o n f i r mt h a ty o ua r ea w a r eo ft h es i t u a t 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‘ ‘— +Circumstances in which You Will Not Be Allocated Hong Kong Offer Shares ’’ in this +section; +(k) agree that your application or HKSCC No minees’ application, any acceptance of it and +the resulting contract will be governed by an d construed in accordance with the laws of +Hong Kong; +HOW TO APPLY FOR THE HONG KONG OFFER SHARES +–2 2 5– + + +--- page 235 --- +(l) agree to comply with the Companies Ordi nance, Companies (WUMP) Ordinance, the +Articles of Association and the PRC Comp any Law, and that neither we nor the Joint +Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint +Bookrunners, the Joint Lead Managers and t he Underwriters will breach any law inside +and/or outside Hong Kong as a result of the a cceptance of your offer to purchase, or any +action arising from your rights and obligations under the terms and conditions contained +in this prospectus; +(m) confirm that (a) your application or HKS CC Nominees’ application on your behalf is not +financed directly or indirectly by the Compa ny, any of the directors, chief executives, +substantial Shareholder(s) or existing s hareholder(s) of the Company or any of its +subsidiaries or any of their respective close associates; and (b) you are not accustomed or +will not be accustomed to taking instructions from the Company, any of the directors, +chief executives, substantial shareholder(s ) or existing shareholder(s) of the Company or +any of its subsidiaries or any of their resp ective close associates in relation to the +acquisition, disposal, voting or other dispos ition of the H Shares registered in your name +or otherwise held by you; +(n) warrant that the information you have provided is true and accurate; +(o) confirm that you understand that we, our Dir ectors and the Overall Coordinators will rely +on your declarations and representations in deciding whether or not to make any +allotment of any of the Hong Kong Offer Shares to you and that you may be prosecuted +for making a false declaration; +(p) agree to accept the Hong Kong Offer Shares a pplied for, or any lesser number allocated to +you under the application; +(q) declare and represent that this is the onl y application made and the only application +intended by you to be made to benefit you or the person for whose benefit you are +applying; +(r) represent, warrant and undertake that (i) you understand that the Hong Kong Offer +Shares have not been and will not be registere d under the U.S. Securities Act; and (ii) you +and any person for whose benefit you are applying for the Hong Kong Offer Shares are +o u t s i d et h eU n i t e dS t a t e s( a sd e f i n e di nR e g u l a t i o nS )o ra r eap e r s o nd e s c r i b e di n +paragraph (h)(3) of Rule 902 of Regulation S; +(s) undertake and confirm that you or the person(s) for whose benefit you have made the +application have not applied for or taken up, or indicated an interest for, and will not +apply for or take up, or indicate an interest for, any International Offer Shares nor have +participated in the International Offering; +(t) confirm that you are aware of the restric tions on the Global Offering set out in this +prospectus; +(u) (if you are making the application for your ow n benefit) warrant that no other application +has been or will be made for your benefit by giving electronic application instructions to +HKSCC directly or through the White Form eIPO service or by any one as your agent or +by any other person; +(v) (if you are making the application as an agent for the benefit of another person) warrant +that: (i) no other application has been or will be made by you as agent for or for the +b e n e f i to ft h a tp e r s o no rb yt h a tp e r s o no rb ya n yo t h e rp e r s o na sa g e n tf o rt h a tp e r s o nb y +giving application instructions to HKSCC; and (ii) you have due authority to give +electronic application instructions on behalf of that other person as its agent; and +HOW TO APPLY FOR THE HONG KONG OFFER SHARES +–2 2 6– + + +--- page 236 --- +(w) if the laws of any place outside Hong Kong a pply to your application, agree and warrant +that you have complied with all these laws and none of us nor any of the Joint Sponsors, +the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the +Joint Lead Managers, the Underwriters will breach any of these laws 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. +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 White Form eIPO service or HKSCC EIPO channel: +Website The designated results of allocation at +www.iporesults.com.hk (alternatively: +www.eipo.com.hk/eIPOAllotment )w i t ha +‘‘search by ID’’ function. The full list of (i) +wholly or partially successful applicants +using the White Form eIPO service and +HKSCC EIPO channel, and (ii) the number +of Hong Kong Offer Shares conditionally +allotted to them, among other things, will be +displayed on the ‘‘Allotment Results’’ page of +the designated results of allocation at +www.iporesults.com.hk (alternatively: +www.eipo.com.hk/eIPOAllotment ) +24 hours, from 11 : 00 p.m. +Friday, June 12, 2026 to +12 : 00 midnight, +Thursday, June 18, 2026 +( H o n gK o n gt i m e ) +The Stock Exchange’s website at +www.hkexnews.hk and our website at +www.liuliumei.com which will provide links to +the above mentioned websites of the H Share +Registrar. +No later than 11 : 00 p.m. +on Friday, June 12, +2026 (Hong Kong time). +Telephone +852 2862 8555 — the allocation results +telephone enquiry line provided by the H +Share Registrar +Between 9 : 00 a.m. and +6 : 00 p.m., on Monday, +June 15, 2026, Tuesday, +June 16, 2026, +Wednesday, June 17, +2026 and Thursday, +June 18, 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, June 11, 2026 (Hong Kong time). +HKSCC Participants can log into FINI and rev iew the allotment result from 6 : 00 p.m. on +Thursday, June 11, 2026 (Hong Kong time) on a 24-hou r basis and should report any discrepancies +on allotments to HKSCC as soon as practicable. +HOW TO APPLY FOR THE HONG KONG OFFER SHARES +–2 2 7– + + +--- page 237 --- +Allocation Announcement +We expect to announce the results of the level of indications of interest in the International +Offering, the level of applications in the Hong Kon g 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.liuliumei.com by no later than 11 : 00 p.m. on Friday, June 12, 2026 (Hong Kong time). +CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER +SHARES +You should note the following situations in wh ich no Hong Kong Offer Shares will 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 +revoked pursuant to Section 44A(6) of the Companies (WUMP) Ordinance. +2. If we or our agents exercise discretion to reject your application: +We, the Overall Coordinators, the H Share Reg istrar and our/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 our 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 ‘‘— Application f or Hong Kong Offer Shares — 5. Multiple +Applications Prohibited’’ in this section o n 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; or +. we or the Overall Coordinators believe that by accepting your application, we or +they would violate applicable securiti es or other laws, rules or regulations. +HOW TO APPLY FOR THE HONG KONG OFFER SHARES +–2 2 8– + + +--- page 238 --- +5. If there is money settlement failure for allotted 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 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 Joint +Sponsors, the Overall Coordinators, the Joint Glo bal Coordinators, the Joint Bookrunners, the +Joint Lead Managers, the Underwriters, the H Share Registrar and HKSCC is or will be liable +if Hong Kong Offer Shares are not allocated t o you due to the money settlement failure. +DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF APPLICATION +MONIES +You will receive one H Share certificate for al l Hong Kong Offer Shares allocated to you under +the Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO +channel where the H Share certificate will be deposited into CCASS as described below). +We will not issue: (i) the temporary document o f title in respect of our H Shares; or (ii) the +receipt for sums paid on application. +H Share certificates will only become valid ev idence of title at 8 : 00 a.m. on Monday, June 15, +2026 (Hong Kong time), provided that the Global Offering has become unconditional and the right of +termination described in the section headed ‘‘Underwriting’’ has not been exercised. Investors who +trade H Shares prior to the receipt of H Share certi ficates or 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. +HOW TO APPLY FOR THE HONG KONG OFFER SHARES +–2 2 9– + + +--- page 239 --- +The following sets out the relevant procedures and time: +White Form eIPO Service HKSCC EIPO channel +Despatch/collection of H Share certificate 1 +For application of 500,000 +Hong Kong Offer +Shares or more +Collection in person from our H Share +Registrar at Shops 1712-1716, 17th +Floor, Hopewell Centre, 183 Queen’s +Road East, Wan Chai, Hong Kong. +Time: from 9 : 00 a.m. to 1 : 00 p.m. on +Monday, June 15, 2026 (Hong Kong +time) +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: I fy o ud on o tc o l l e c ty o u rS h a r e +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. +H Share certificate(s) will be issued in the +name of HKSCC Nominees, deposited +into CCASS and credited to your +designated HKSCC Participant’s stock +account. +No action by you is required. +For application of less than +500,000 Hong Kong +Offer Shares +Your H Share certificate(s) will be sent to +the address specifie d in your application +instructions by ordinary post at your +own risk. +Time: Friday, June 12, 2026 +Refund mechanism for surplus application monies paid by you +Date Monday, June 15, 2026 Subject to the arrangement between you +a n dy o u rb r o k e ro rc u s t o d i a n +Responsible party H Share Registrar Your broker or custodian +Application monies paid +through single bank +account +Any refund will be despatched to the bank +account in the form of White Form +e-Refund payment instructions +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 any Bad Weather Signals (as defined b elow) in force in Hong Kong in the morning on the business +day before the Listing Date rendering it impossible for the relevant share certificates to be dispatched to HKSCC in a +timely manner, the Company shall procure the H Share Regist rar to arrange for delivery of the supporting documents and +share certificates in accordance with the contingency a rrangements as agreed between them. You may refer to ‘‘— Bad +Weather Arrangements’’ in this section. +HOW TO APPLY FOR THE HONG KONG OFFER SHARES +–2 3 0– + + +--- page 240 --- +BAD WEATHER ARRANGEMENTS +The Opening and Closing of the Application Lists +The application lists will not open or close on Wednesday, June 10, 2026 if, there is (are): +. a tropical cyclone warning signal number 8 or above; +. a ‘‘black’’ rainstorm warning; and/or +. an ‘‘extreme conditions’’ announcement issued after a super typhoon (‘‘ Extreme +Conditions ’’), +(collectively, ‘‘Severe Weather Signals ’’) +in force in Hong Kong at any time between 9 : 00 a.m. and 12 : 00 noon on Wednesday, June 10, 2026. +I n s t e a dt h e yw i l lo p e nb e t w e e n1 1 : 4 5a . m .a n d1 2 : 0 0n o o na n d / o rc l o s ea t1 2 : 0 0n o o no nt h e +next business day which does not have any of tho se warnings in Hong Kong 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 listi ng date. Should there be any changes to the dates +mentioned in the section headed ‘‘Expected Timeta ble’’ 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.liuliumei.com of the revised timetable. +If any of those warnings is hoisted on Friday, June 12, 2026, the H Share Registrar will make +appropriate arrangements for the delivery of t he share certificates to the CCASS Depository’s +service counter so that they would be available for trading on Monday, June 15, 2026. +If any of those warnings is hoisted on Monday, June 15, 2026 : +. for application of 500,000 Hong Kong Offe rS h a r e so rm o r e ,t h ep h y s i c a lS h a r e +certificate(s) and/or refund cheque (if applic able) will be available for collection in person +from the H Share Registrar’s office after any of those warnings is lowered or cancelled +(e.g. in the afternoon of Monday, June 15, 2026 or on Tuesday, June 16, 2025). +If any of those warnings is hoisted on Friday, June 12, 2026 : +. for application of less than 500,000 Hong Ko ng Offer Shares, the despatch of physical H +Share certificate(s) and/or refund cheque (i f applicable) will be made by ordinary post +when the post office re-opens after any of those warnings is lowered or cancelled (e.g. in +the afternoon of Friday, June 12, 2026, or on Monday, June 15, 2026). +Prospective investors should be aware that if they choose to receive physical share certificates +issued in their own name, there may be a delay in receiving the share certificates. +ADMISSION OF OUR H SHARES INTO CCASS +If the Stock Exchange grants the listing of, and permission to deal in, our H Shares and we +comply with the stock admission requirements of HKSCC, our H Shares will be accepted as eligible +securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing +Date or any other date HKSCC chooses. +Settlement of transactions between Exchange Participants is required to take place in CCASS +on the second settlement day after any trading day. +All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC +Operational Procedures in effect from time to time. +HOW TO APPLY FOR THE HONG KONG OFFER SHARES +–2 3 1– + + +--- page 241 --- +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 advisor for details of the +settlement arrangement as such arrangemen ts may affect your rights and interests. +PERSONAL DATA +The following Personal Information Collect ion Statement applies to any personal data +collected and held by us, the Joint Sponsors, the Overall Coordinators, the Joint Global +Coordinators, the Joint Bookrunners, the Joi nt Lead Managers, the Underwriters, the H Share +Registrar and the receiving bank(s) about you in the same way as it applies to personal data about +applicants other than HKSCC Nominees. This perso nal data may include client identifier(s) and +your identification informatio n. 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. +Personal Information Collection Statement +This Personal Information Collection Statement informs the applicant for, and holder of, Hong +Kong Offer Shares, of the policies and practice s of ours and the H Share Registrar in relation to +personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong). +Reasons for the collection of your personal data +It is necessary for applicants and registered hol ders of Hong Kong Offer Shares to ensure that +personal data supplied to us or our agents and the H Share Registrar is accurate and up-to-date +when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into or out of +their names or in procuring the services of the H Share Registrar. +Failure to supply the requested data or supp lying inaccurate data may result in your +application for the Hong Kong Offer Shares being rejected, or in the delay or the inability of us or +the H Share Registrar to effect transfers or otherwise render their services. It may also prevent or +delay registration or transfers of Hong Kong Offe r Shares which you have successfully applied for +and/or the despatch of H Share certificate(s) to which you are entitled. +It is important that applicants for and holders of Hong Kong Offer Shares inform us and the H +Share Registrar immediately of any inaccu racies in the personal data supplied. +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, verificatio n of compliance with the terms and application +procedures set out in this prospectus and announcing results of allocation of the 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 our H Shares +including, where applicable, HKSCC Nominees; +. maintaining or updating our register of members; +. verifying identities of the applicants for a nd holders of our H Shares and identifying any +duplicate applications for our H Shares; +. facilitating Hong Kong Offer Shares balloting; +HOW TO APPLY FOR THE HONG KONG OFFER SHARES +–2 3 2– + + +--- page 242 --- +. establishing benefit entitlements of holders of our H Shares, such as dividends, rights +issues, bonus issues, etc.; +. distributing communications from us and our subsidiaries; +. compiling statistical information and profiles of the holder of our H Shares; +. disclosing relevant information to facilitate claims on entitlements; and +. any other incidental or associated purposes relating to the above and/or to enable us and +the H Share Registrar to discharge our or thei r obligations to applicants and holders of +our H Shares and/or regulators and/or any other purposes to which the applicants and +holders of the H Shares may from time to time agree. +Transfer of personal data +Personal data held by us and the H Share Registrar relating to the applicants for and holders of +Hong Kong Offer Shares will be kept confidential, but we and the H Share Registrar may, to the +extent necessary for achieving any of the above purpo ses, disclose, obtain or transfer (whether within +or outside Hong Kong) the personal data to, from or with any of the following: +. our appointed agents such as financial advisors and receiving bank(s); +. HKSCC or HKSCC Nominees, who will use t he personal data and may transfer the +personal data to the H Share Registrar for the purposes of providing its services or +facilities or performing its functions in a ccordance 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 us or the H Share +Registrar in connection with their respective business operation; +. the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies +or otherwise as required by laws, rules or regulations including for the purpose of the +Stock Exchange’s administration of the Listing Rules and the SFC’s performance of its +statutory functions; and +. any persons or institutions with which the holders of the Hong Kong Offer Shares have or +propose to have dealings, such as their banke rs, solicitors, accountants or stockbrokers, +etc. +Retention of personal data +We and the H Share Registrar will keep the personal data of the applicants and holders of +Hong Kong Offer Shares for as long as necessary to fulfil the purposes for which the personal data +were collected. Personal data which is no long er required will be destroyed or dealt with in +accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong). +Access to and correction of personal data +Applicants for and holders of Hong Kong Offer S hares have the right to ascertain whether we +or the H Share Registrar hold their personal data, to obtain a copy of that data, and to correct any +data that is inaccurate. We and the H Share Registr ar have the right to charge a reasonable fee for +the processing of such requests. All requests for access to data or correction of data should be +addressed to us and the H Share Registrar, at our and t heir registered address disclosed in the section +headed ‘‘Corporate Information’’ in this prospectus or as notified from time to time, for the +attention of the secretary, or the H Share Registrar for the attention of the privacy compliance +officer. +HOW TO APPLY FOR THE HONG KONG OFFER SHARES +–2 3 3– + + +--- page 243 --- +The following is the text of a report received from the reporting accountants of the +Company, Ernst & Young, Certified Public Accountants, Hong Kong, for the purpose of +incorporation in this prospectus. +Ernst & Young +27/F, One Taikoo Place +979 King’s Road +Quarry Bay, Hong Kong + ᠔ +佭␃凖儮⍠㣅ⱛ䘧 + +㰳 +໾সഞϔᑻῧ + Tel 䳏䁅: +852 2846 9888 +Faxⳳ: +852 2868 4432 +ey.com +ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE +DIRECTORS OF LIULIUMEI CO., LTD., CITIC SECURITIES (HONG KONG) +LIMITED AND GUOYUAN CAPITAL (HONG KONG) LIMITED +Introduction +We report on the historical financial information of Liuliumei Co., Ltd. (the +‘‘Company ’’) and its subsidiaries (together, the ‘‘ Group ’ ’ )s e to u to np a g e sI - 3t oI - 8 1 , +which comprises the consolidat ed statements of profit or loss and other comprehensive +income, statements of changes in equity and s tatements of cash flows of the Group for each +of the years ended 31 December 2023, 2024 and 2025 (the ‘‘ Relevant Periods ’’), and the +consolidated statements of financial position of the Group and the statements of financial +position of the Company as at 31 December 20 23, 2024 and 2025 and material accounting +policy information and other explanatory information (together, the ‘‘ Historical Financial +Information ’’). The Historical Financial Informat i o ns e to u to np a g e sI - 3t oI - 8 1f o r m sa n +integral part of this report, which has been pre pared for inclusion in the prospectus of the +Company dated 5 June 2026 (the ‘‘ Prospectus ’’) in connection with the initial listing of the +shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited +(the ‘‘Stock Exchange ’’). +Directors’ responsibility for the 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 +preparation set out in note 2.1 to the Historical Financial Information, and for such +internal control as the directors determine is necessary to enable the preparation of the +Historical Financial Information that is free from material misstatement, whether due to +fraud or error. +Reporting accountants’ responsibility +Our responsibility is to express an opinion on the Historical Financial Information and +to report our opinion to you. We conducted our work in accordance with Hong Kong +Standard on Investment Circular Reporting Engagements 200 Accountants’ Reports on +Historical Financial Information in Investment Circulars as issued by the Hong Kong +Institute of Certified Public Accountants (‘‘ HKICPA ’’). This standard requires that we +comply with ethical standards and plan and perform our work to obtain reasonable +assurance about whether the Historical Financial Information is free from material +misstatement. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1– + + +--- page 244 --- +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 the Historical F inancial Information that gives a true and fair +view in accordance with the basis of preparation set out in note 2.1 to the Historical +Financial Information, in order to design procedures that are appropriate in the +circumstances, but not for the purpose of expressing an opinion on the effectiveness of +the entity’s internal control. Our work also included evaluating the appropriateness of +accounting policies used and the reasonableness of accounting estimates made by the +directors, as well as evaluating the overall presentation of the Historical Financial +Information. +We believe that the evidence we have obtained is sufficient and appropriate to provide +a basis for our opinion. +Opinion +In our opinion, the Historical Financial Information gives, for the purposes of the +accountants’ report, a true and fair view of the financial position of the Group and the +Company as at 31 December 2023, 2024 and 2025, and of the financial performance and +cash flows of the Group for each of the Relevant Periods in accordance with the basis of +preparation set out in note 2.1 to the H istorical Financial Information. +Report on matters under the Rules Governing the Listing of Securities on the Stock Exchange +and the Companies (Winding Up and Miscellaneous Provisions) Ordinance +Adjustments +In preparing the Historical Financial Information, no adjustments to the Underlying +Financial Statements as defined on page I-3 have been made. +Dividends +We refer to note 12 to the Historical Financial Information which states that no +dividends have been paid by the Company in respect of the Relevant Periods. +Ernst & Young +Certified Public Accountants +Hong Kong +5J u n e2 0 2 6 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2– + + +--- page 245 --- +I. HISTORICAL FINANCIAL INFORMATION +Preparation of Historica l Financial Information +Set out below is the Historical Financial Information which forms an integral part +of this accountants’ report. +The financial statements of the Group for the Relevant Periods, on which the +Historical Financial Information is based, were audited by Ernst & Young in +accordance with Hong Kong Standards on Auditing issued by the HKICPA (the +‘‘Underlying Financial Statements ’’). +The Historical Financial Information is presented in Renminbi (‘‘ RMB’’) and all +values are rounded to the nearest thousand (RMB’000) except when otherwise +indicated. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3– + + +--- page 246 --- +CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER +COMPREHENSIVE INCOME +Year ended 31 December +2023 2024 2025 +Notes RMB’000 RMB’000 RMB’000 +REVENUE 5 1,322,042 1,616,018 1,710,731 +Cost of sales (792,331) (1,033,553) (1,102,031) +Gross profit 529,711 582,465 608,700 +Other income and gains, net 6 27,962 39,572 34,966 +Selling and distribution expenses (309,395) (310,170) (271,720) +Administrative expenses (88,691) (100,180) (112,085) +Research and development expenses (33,612) (18,948) (27,885) +Finance costs 8 (7,966) (7,773) (13,221) +Fair value (loss)/gain on financial +liabilities at fair value through profit +or loss (‘‘FVTPL ’’) (6,026) (1,625) 5,300 +Impairment losses on trade receivables +and other receivables, net (719) (2,143) (2,481) +Other expenses (661) (791) (2,399) +PROFIT BEFORE TAX 7 110,603 180,407 219,175 +Income tax expense 11 (11,372) (32,688) (37,087) +PROFIT AND TOTAL +COMPREHENSIVE INCOME FOR +THE YEAR 99,231 147,719 182,088 +Attributable to: +Owners of the Company 99,231 147,719 182,088 +EARNINGS PER SHARE +ATTRIBUTABLE TO ORDINARY +EQUITY HOLDERS OF THE +COMPANY +Basic and diluted (RMB) 13 1.31 1.95 2.69 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4– + + +--- page 247 --- +CONSOLIDATED STATEMENTS OF FINANCIAL POSITION +As at 31 December +2023 2024 2025 +Notes RMB’000 RMB’000 RMB’000 +NON-CURRENT ASSETS +Property, plant and equipment 14 563,492 592,238 688,491 +Right-of-use assets 15 90,897 86,494 85,668 +Other intangible assets 16 2,856 2,385 1,836 +Prepayments, other receivables and +other assets 19 12,291 32,133 66,903 +Deferred tax assets 25 46,100 21,612 14,344 +Total non-current assets 715,636 734,862 857,242 +CURRENT ASSETS +Inventories 17 425,934 523,701 673,368 +Trade and bills receivables 18 80,526 162,928 220,996 +Prepayments, other receivables and +other assets 19 69,330 115,236 115,646 +Income tax recoverable 129 6,501 11,730 +Financial assets at fair value through +other comprehensive income +(‘‘FVOCI ’’) 983 30 – +Pledged bank deposits 20 34,732 49,662 77,187 +Cash and cash equivalents 20 67,392 78,047 33,904 +Total current assets 679,026 936,105 1,132,831 +CURRENT LIABILITIES +Financial liabilities at FVTPL 24 262,535 171,109 – +Trade and bills payables 21 184,957 290,909 346,129 +Other payables and accruals 22 280,979 258,675 258,884 +Interest-bearing bank borrowings 23 180,197 321,333 475,393 +Income tax payable 7,420 6,478 20,932 +Lease liabilities 15 1,965 784 2,360 +Total current liabilities 918,053 1,049,288 1,103,698 +NET CURRENT (LIABILITIES)/ +ASSETS (239,027) (113,183) 29,133 +TOTAL ASSETS LESS CURRENT +LIABILITIES 476,609 621,679 886,375 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5– + + +--- page 248 --- +As at 31 December +2023 2024 2025 +Notes RMB’000 RMB’000 RMB’000 +NON-CURRENT LIABILITIES +Financial liabilities at FVTPL 24 206,142 – – +Lease liabilities 15 1,930 1,146 606 +Deferred income 3,072 2,585 4,142 +Total non-current liabilities 211,144 3,731 4,748 +Net assets 265,465 617,948 881,627 +EQUITY +Equity attributable to owners of +the Company +Share capital 26 75,665 75,665 67,347 +Reserves 27 189,800 542,283 814,280 +Total equity 265,465 617,948 881,627 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6– + + +--- page 249 --- +CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY +Year ended 31 December 2023 +Share +capital +Capital +reserve +Statutory +reserve +Retained +profits Total +(note 26) (note 27) (note 27) +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +At 1 January 2023 75,665 21,015 12,408 56,809 165,897 +Profit and total comprehensive +income for the year – – – 99,231 99,231 +Equity-settled share-based payment +expenses (note 28) – 3 3 7–– 3 3 7 +At 31 December 2023 75,665 21,352* 12,408* 156,040* 265,465 +Year ended 31 December 2024 +Share +capital +Capital +reserve +Statutory +reserve +Retained +profits Total +(note 26) (note 27) (note 27) +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +At 1 January 2024 75,665 21,352 12,408 156,040 265,465 +Profit and total comprehensive +income for the year – – – 147,719 147,719 +Derecognition of redemption +liabilities due to cancellation of +redemption rights (note 24) – 204,193 – – 204,193 +Equity-settled share-based payment +expenses (note 28) – 5 7 1–– 5 7 1 +At 31 December 2024 75,665 226,116* 12,408* 303,759* 617,948 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7– + + +--- page 250 --- +Year ended 31 December 2025 +Share +capital +Capital +reserve +Statutory +reserve +Retained +profits Total +(note 26) (note 27) (note 27) +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +At 1 January 2025 75,665 226,116 12,408 303,759 617,948 +Profit and total comprehensive +income for the year – – – 182,088 182,088 +Equity-settled share-based payment +expenses (note 28) – 6,591 – – 6,591 +Issue of Series D1 Shares and +Series D2 Shares (note 26) 2,270 72,730 – – 75,000 +Transfer of Series D1 and Series +D2 Shares to capital reserve +upon issuance of shares with +preferential right – (75,000) – – (75,000) +Derecognition of redemption +liabilities due to cancellation of +redemption rights (note 24) – 75,000 – – 75,000 +Capital reduction of Series A +Shares (note 26) (10,588) (250,221) – – (260,809) +Derecognition of redemption +liabilities due to capital +reduction of Series A Shares +(note 24) – 260,809 – – 260,809 +At 31 December 2025 67,347 316,025* 12,408* 485,847* 881,627 +* These reserve accounts comprise the reserves of RMB189,800,000, RMB542,283,000 and +RMB814,280,000 in the consolidated statements of financial position as at 31 December 2023, 2024 +and 2025, respectively. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 8– + + +--- page 251 --- +CONSOLIDATED STATEMENTS OF CASH FLOWS +Year ended 31 December +2023 2024 2025 +Notes RMB’000 RMB’000 RMB’000 +CASH FLOWS FROM OPERATING +ACTIVITIES +Profit before tax: 110,603 180,407 219,175 +Adjustments for: +Finance costs 8 7,966 7,773 13,221 +Interest income 6 (665) (547) (479) +Fair value loss/(gain) on financial +liabilities at FVTPL 7 6,026 1,625 (5,300) +Depreciation of property, plant and +equipment 14 51,255 55,852 63,530 +Depreciation of right-of-use assets 15(a) 3,939 4,403 4,557 +Amortisation of other intangible +assets 16 629 503 681 +Impairment losses on trade +receivables, net 18 705 1,823 1,883 +Impairment of other receivables, net 19 14 320 598 +Gain on disposal of items of +property, plant and equipment 7 (14) (12) (26) +Equity-settled share-based payment +expenses 28 337 571 6,591 +Foreign exchange loss, net 7 146 309 1,564 +Write-down of inventories to net +realisable value 7 1,165 638 1,360 +Government grants 6 (729) (487) (1,049) +181,377 253,178 306,306 +Increase in inventories (64,073) (98,405) (151,027) +Increase in trade and bills receivables (3,518) (84,225) (59,951) +Decrease/(increase) in prepayments, +other receivables and other assets 8,652 (46,226) (1,008) +Decrease/(increase) in pledge bank +deposits 2,259 (14,930) (27,525) +(Decrease)/increase in trade and bills +payables (8,135) 106,596 53,686 +Increase/(decrease) in other payables +and accruals 16,755 (16,647) (25,892) +Cash generated from operations 133,317 99,341 94,589 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 9– + + +--- page 252 --- +Year ended 31 December +2023 2024 2025 +Notes RMB’000 RMB’000 RMB’000 +Interest received 665 547 479 +Income tax paid (7,079) (15,514) (20,594) +Net cash flows from operating +activities 126,903 84,374 74,474 +CASH FLOWS FROM INVESTING +ACTIVITIES +Purchase of items of property, plant +and equipment (80,232) (110,259) (125,301) +Proceeds from disposal of items of +property, plant and equipment 18 174 75 +Purchase of other intangible assets (270) (32) (132) +Purchase of leasehold land (150) – – +Prepayment of leasehold land – – (43,200) +Receipt of government grants for +non-current assets – – 2,606 +Net cash flows used in investing +activities (80,634) (110,117) (165,952) +CASH FLOWS FROM FINANCING +ACTIVITIES +Investments from investors – 40,000 35,000 +Payment for repurchase of shares +issued to an investor 24 – (135,000) (125,809) +New bank loans 308,400 368,840 570,820 +Repayment of bank loans (351,750) (227,760) (416,810) +Interest paid (8,235) (7,717) (13,171) +Principle portion of lease payments (1,743) (1,965) (2,695) +Net cash flows (used in)/from financing +activities (53,328) 36,398 47,335 +NET (DECREASE)/INCREASE IN +CASH AND CASH +EQUIVALENTS (7,059) 10,655 (44,143) +Cash and cash equivalents at beginning +of year 74,451 67,392 78,047 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 0– + + +--- page 253 --- +Year ended 31 December +2023 2024 2025 +Notes RMB’000 RMB’000 RMB’000 +CASH AND CASH EQUIVALENTS +AT END OF YEAR 67,392 78,047 33,904 +ANALYSIS OF BALANCES OF +CASH AND CASH +EQUIVALENTS +Cash and bank balances 20 102,124 127,709 111,091 +Less: Pledged bank deposits 20 (34,732) (49,662) (77,187) +Cash and cash equivalents as stated in +the consolidated statements of +financial position and consolidated +statements of cash flows 20 67,392 78,047 33,904 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 1– + + +--- page 254 --- +STATEMENTS OF FINANCIAL POSITION OF THE COMPANY +As at 31 December +2023 2024 2025 +Notes RMB’000 RMB’000 RMB’000 +NON-CURRENT ASSETS +Investments in subsidiaries 37 290,326 341,729 341,729 +Property, plant and equipment 14 278,710 276,447 285,383 +Right-of-use assets 22,370 21,739 22,194 +Other intangible assets 2,791 2,352 1,495 +Prepayments, other receivables and +other assets 19 2,246 6,218 46,685 +Deferred tax assets 3,476 2,071 – +Total non-current assets 599,919 650,556 697,486 +CURRENT ASSETS +Inventories 17 122,298 151,449 216,716 +Trade and bills receivables 18 57,860 84,032 84,966 +Prepayments, other receivables and +other assets 19 390,279 380,155 248,950 +Financial assets at FVOCI 319 – – +Pledged bank deposits 20 28,707 37,448 62,741 +Cash and cash equivalents 20 48,361 46,603 6,881 +Total current assets 647,824 699,687 620,254 +CURRENT LIABILITIES +Financial liabilities at FVTPL 24 262,535 171,109 – +Trade and bills payables 21 102,721 159,876 200,738 +Other payables and accruals 22 530,276 596,623 502,400 +Interest-bearing bank borrowings 23 122,601 174,172 256,212 +Income tax payable 1,707 3,546 2,710 +Lease liabilities – – 465 +Total current liabilities 1,019,840 1,105,326 962,525 +NET CURRENT LIABILITIES (372,016) (405,639) (342,271) +TOTAL ASSETS LESS CURRENT +LIABILITIES 227,903 244,917 355,215 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 2– + + +--- page 255 --- +As at 31 December +2023 2024 2025 +Notes RMB’000 RMB’000 RMB’000 +NON-CURRENT LIABILITIES +Financial liabilities at FVTPL 24 206,142 – – +Deferred income 1,585 1,138 2,694 +Deferred tax liabilities – – 149 +Total non-current liabilities 207,727 1,138 2,843 +Net assets 20,176 243,779 352,372 +EQUITY +Share capital 26 75,665 75,665 67,347 +Reserves 27 (55,489) 168,114 285,025 +Total equity 20,176 243,779 352,372 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 3– + + +--- page 256 --- +II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION +1. CORPORATE INFORMATION +The Company is a joint stock company with limited liability establishe d in the People’s Republic of China +(‘‘PRC’’). The registered office of the Company is loc ated at Economic Development Zone, Fanchang County, +Wuhu City, Anhui Province, PRC. +During the Relevant Periods, the Compan y and its subsidiaries (together, the ‘‘ Group ’’) were involved in +the manufacture and sale of consumer goods in the PRC. T he ultimate controlling shareholder of the Group is +Mr. Yang Fan. +As at the date of this report, the Company had direct inte rests in its subsidiaries, all of which are private +limited liability companies, the par ticulars of which are set out below: +Name * +Date of registration and +place of operations +Issued ordinary/ +registered +share capital +Percentage of equity +attributable to the +Company Principal activities +Direct Indirect +Fujian Qingmei Town +Co., Ltd. ( 福建青梅小鎮 +有限公司)*** +26 September 2016 +PRC/Chinese +mainland +RMB100,000,000 100% – Procurement and +preliminary +processing of +agricultural +products +Anhui Liuliumei New Retail +Co., Ltd. (Formerly +known as Anhui Liuliu +Orchard New Retail +Marketing Co., Ltd.) ( 安 +徽溜溜梅新零售有限公司 +(曾用名：安徽溜溜果園新 +零售營銷有限公司))*** +23 August 2018 +PRC/Chinese +mainland +RMB10,000,000 100% – Sale of food +Anhui Liuliumei Sales Co., +Ltd. (Formerly known as +Anhui Liuliu Orchard +Sales Co., Ltd.) ( 安徽溜溜 +梅銷售有限公司 (曾用名： +安徽溜溜果園銷售有限公 +司))*** +2 July 2018 +PRC/Chinese +mainland +RMB10,000,000 100% – Sale of food +Fujian Liuliu Orchard Food +Co., Ltd. ( 福建溜溜果園食 +品有限公司)** +25 May 2009 +PRC/Chinese +mainland +RMB15,000,000 100% – Processing of +agricultural +products +Fujian Liuliumei +Agricultural Technology +Co., Ltd. ( 福建溜溜梅農業 +科技有限公司)*** +17 December 2014 +PRC/Chinese +mainland +RMB10,000,000 100% – Procurement and +preliminary +processing of +agricultural +products +Anhui Liuliu Plum Research +Institute Co., Ltd. +(安徽溜溜梅研究院有限 +公司)** +28 November 2016 +PRC/Chinese +mainland +RMB10,000,000 100% – Research and +development of +new products +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 4– + + +--- page 257 --- +Name * +Date of registration and +place of operations +Issued ordinary/ +registered +share capital +Percentage of equity +attributable to the +Company Principal activities +Direct Indirect +Anhui Liuliumei Agriculture +Co., Ltd. (Formerly +known as Anhui +Liuliumei Agricultural +Technology Co., Ltd.) +(安徽溜溜梅農業有限公司 +（曾用名：安徽溜溜梅農業 +科技有限公司）)** +11 March 2015 +PRC/Chinese +mainland +RMB10,000,000 100% – Procurement and +preliminary +processing of +agricultural +products +Qingmei Town Development +Co., Ltd. ( 青梅小鎮發展 +有限公司)*** +29 December 2016 +PRC/Chinese +mainland +RMB20,000,000 100% – Promotion of plum +culture +Zhaoan Liuliu Orchard +Food Co., Ltd. +(詔安溜溜果園食品有限 +公司)** +27 September 2010 +PRC/Chinese +mainland +RMB22,000,000 100% – Processing of +agricultural +products +Anhui Liuliumei Food Co., +Ltd. (Formerly known as +Anhui Liuliu Orchard +Ecommerce Co., Ltd.) +(安徽溜溜食品有限公 +司 +（曾用名：安徽溜溜果園電 +子商務有限公司）)** +18 April 1999 +PRC/Chinese +mainland +RMB5,000,000 100% – Manufacture of +food +Guangxi Liuliumei +Agricultural Technology +Co., Ltd. ( 廣西溜溜梅農業 +科技有限公司)*** +5 June 2020 +PRC/Chinese +mainland +RMB10,000,000 100% – Procurement and +preliminary +processing of +agricultural +products +Guangxi Liuliu Orchard +Industrial Park Co., Ltd. +(廣西溜溜果園產業園有限 +公司)*** +22 April 2019 +PRC/Chinese +mainland +RMB50,000,000 100% – Processing of +agricultural +products +Anhui Plum Natural Food +Co., Ltd. (Formerly +known as Anhui +Liuliumei Biotechnology +Co., Ltd.) ( 安徽西梅纖生 +天然食品有限公司（曾用 +名：安徽溜溜梅生物科技 +有限 +公司）)*** +16 May 2024 +PRC/Chinese +mainland +RMB10,000,000 100% – Manufacture of +food +Wuhu Plum Jelly Natural +Food Technology +Co., Ltd. ( 蕪湖梅凍天然食 +品科技有限公司)** +24 February 2022 +PRC/Chinese +mainland +RMB50,000,000 100% – Manufacture of +food +Zhangzhou Nida +Agricultural Technology +Co., Ltd. ( 漳州市尼嗒農業 +科技有限公司) +1 April 2026 +PRC/Chinese +mainland +RMB10,000,000 100% – Procurement and +preliminary +processing of +agricultural +products +Anhui Zhongnongan +Inspection and Testing +Center Co., Ltd. +(安徽中農安檢驗檢測中心 +有限公司)*** +26 December 2016 +PRC/Chinese +mainland +RMB10,000,000 – 100% Inspection and +testing of food +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 5– + + +--- page 258 --- +* The English names of the companies registered in the PRC represent the best efforts made by the +management of the Company in directly translat ing the Chinese names of these companies as no +English names have been registered. +** The statutory financial statements of these companies for the years ended 31 December 2023 and +2024 prepared in accordance with PRC generally accepted accounting principles (‘‘ PRC GAAP ’’) +and regulations were audited by Da Hua CPAs LLP. ( 大華會計師事務所（特殊普通合夥）), certified +public accountants registered in the PRC. +*** The statutory financial statements of these companies for the year ended 31 December 2024 +prepared in accordance with PRC GAAP and regulations were audited by Da Hua CPAs LLP., +certified public accountants registered in the PRC. +No statutory audited financial statements of these c ompanies have been prepared for the year ended 31 +December 2025. +2.1 BASIS OF PREPARATION +The Historical Financial Information has been prep ared in accordance with IFRS Accounting Standards, +which comprise all standards and interpretations appr oved by the International Accounting Standards Board +(the ‘‘IASB ’’). All IFRS Accounting Standards effective for the accounting period commencing from 1 January +2025, together with the relevant transitional pro visions, have been early adopted by the Group in the +preparation of the Historical Financial Inf ormation throughout the Relevant Periods. +The Historical Financial Information has been prep ared under the historical cost convention, except for +financial assets at FVOCI and financial liabilit ies at FVTPL which have been measured at fair value. +Basis of consolidation +The Historical Financial Information include the financial statements of the Company and its +subsidiaries for the Relevant Periods. A subsidiary is an entity (including a struc tured entity), directly or +indirectly, controlled by the Company. Control is ach ieved when the Group is exposed, or has rights, to +variable returns from its involvement with the invest ee and has the ability to affect those returns through +its power over the investee (i.e., existing rights that gi ve the Group the current ability to direct the relevant +activities of the investee). +Generally, there is a presumption that a majori ty of voting rights results in control. When the +Company has less than a majority of the voting or simi lar rights of an investee, the Group considers all +relevant facts and circumstances in assessing w hether it has power over an investee, including: +(a) the contractual arrangement with the other vote holders of the investee; +(b) rights arising from other c ontractual arrangements; and +(c) the Group’s voting rights a nd potential voting rights. +The financial statements of the subsidiaries ar e prepared for the same reporting period as the +Company, using consistent accounting policies. The res ults of subsidiaries are consolidated from the date +on which the Group obtains control, and continue to be consolidated until the date that such control +ceases. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 6– + + +--- page 259 --- +Profit or loss and each component of other comprehensive income are attributed to the owners of +the parent of the Group and to the non-controlling inter ests, even if this results in the non-controlling +interests having a deficit balance. All intra-group asse ts and liabilities, equity, i ncome, expenses and cash +flows relating to transactions be tween members of the Group are elim inated in full on consolidation. +The Group reassesses whether or not it controls an in vestee if facts and circumstances indicate that +there are changes to one or more of the three elements of control described above. A change in the +ownership interest of a subsidiary, without a loss of c ontrol, is accounted for as an equity transaction. +If the Group loses control over a subsidiary, it dereco gnises the related assets (including goodwill), +liabilities, any non-controlling interest and the excha nge fluctuation reserve; and recognises the fair value +of any investment retained and any resulting surp lus or deficit in profit or loss. The Group’s share of +components previously recognised in other compreh ensive income is reclassified to profit or loss or +retained profits, as appropriate, on the same basis a s would be required if the Group had directly disposed +of the related assets or liabilities. +2.2 ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS +The Group has not applied the following new and rev ised IFRS Accounting Standards, that have been +issued but are not yet effective, in the Historical Fina ncial Information. The Group intends to apply these new +and revised IFRS Accounting Standards, if applicable, when they become effective. +IFRS 18 Presentation and Disclosure in Financial Statements +2 +IFRS 19 and its amendments Subsidiaries without Public A ccountability: Disclosures 2 +Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of +Financial Instruments 1 +Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity 1 +Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its +Associate or Joint Venture 3 +Amendments to IFRS 21 Translation to a Hyperinflationary Presentation Currency 2 +Annual Improvements to IFRS +Accounting Standards — Volume 11 +Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and +IAS 7 1 +1 Effective for annual periods beginning on or after 1 January 2026 +2 Effective for annual/reporting peri ods beginning on or after 1 January 2027 +3 No mandatory effective date yet determined but available for adoption +The Group is in the process of making an assessment of the impact of these new and revised IFRS +Accounting Standards upon initial application. IFRS 18 introduces new requirement s for presentation within +the statement of profit or loss and other comprehensive i ncome, including specified totals and subtotals. It also +requires disclosure of management- defined performance measures in a note and includes new requirements for +aggregation and disaggregation of financial informat ion. Narrow scope amendments have been made to IAS 7 +Statement of Cash Flows , and some requirements previously included within IAS 1 have been moved to IAS 8, +which has been renamed IAS 8 Basis of Preparation of Financial Statements . The new requirements are expected +to impact the Group’s presentation in the statement o f profit or loss and other comprehensive income and +disclosures of the Group’s financial performance. Curre ntly, the Group considers that these new and revised +IFRS Accounting Standards would not have a significa nt impact on the Group’s financial performance and +financial position. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 7– + + +--- page 260 --- +2.3 MATERIAL ACCOUNTING POLICIES +Fair value measurement +The Group measures its financial assets at FVOCI a nd financial liabilities at FVTPL at fair value at +the end of each of the reporting periods. Fair value is the price that would be received to sell an asset or +paid to transfer a liability in an orderly transaction between market participants at the measurement date. +The fair value measurement is based on the presumpti on that the transaction to sell the asset or transfer +the liability takes place either in the principal market for the asset or liability, or in the absence of a +principal market, in the most advantageous market fo r the asset or liability. The principal or the most +advantageous market must be accessible by the Group. Th e fair value of an asset or a liability is measured +using the assumptions that market participants woul d use when pricing the asset or liability, assuming +that market participants act in their economic best interest. +A fair value measurement of a non-financial asset ta kes into account a market participant’s ability +to generate economic benefits by using the asset in i ts highest and best use or by selling it to another +market participant that would use the asset in its highest and best use. +The Group uses valuation techniques that are a ppropriate in the circumstances and for which +sufficient data are available to measure fair value, m aximising the use of relevant observable inputs and +minimising the use of unobservable inputs. +All assets and liabilities for which fair value is me asured or disclosed in the financial statements are +categorised within the fair value hierarchy, descr ibed as follows, based on the lowest level input that is +significant to the fair value measurement as a whole: +Level 1 – based on quoted prices (unadjusted) in acti ve markets for identica l assets or liabilities +Level 2 – based on valuation techniques for whic h the lowest level input that is significant to +the fair value measurement is observa ble, either directly or indirectly +Level 3 – based on valuation techniques for whic h the lowest level input that is significant to +the fair value measurement is unobservable +For assets and liabilities that are recognised in th e financial statements on a recurring basis, the +Group determines whether transfers have occurred between levels in the hierarchy by reassessing +categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) +at the end of each of the reporting periods. +Impairment of non-financial assets +Where an indication of impairment exists, or w hen annual impairment testing for an asset is +required (other than inventories, deferred tax assets and financial assets), the asset’s recoverable amount is +estimated. An asset’s recoverable amount is the highe r of the asset’s or cash-generating unit’s value in use +and its fair value less costs of disposal, and is determ ined for an individual asset, unless the asset does not +generate cash inflows that are largely independent of those from other assets or groups of assets, in which +case the recoverable amount is determined for the ca sh-generating unit to which the asset belongs. +An impairment loss is recognised only if the carry ing amount of an asset exceeds its recoverable +amount. In assessing value in use, the estimated futu re cash flows are discounted to their present value +using a pre-tax discount rate that reflects current ma rket assessments of the time value of money and the +risks specific to the asset. An impairment loss is char ged to profit or loss in the period in which it arises in +those expense categories consistent wi th the function of the impaired asset. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 8– + + +--- page 261 --- +An assessment is made at the end of each of th e reporting periods as to whether there is an +indication that previously recogn ised impairment losses may no longer exist or may have decreased. If +such an indication exists, the recoverable amount is es timated. A previously recognised impairment loss of +an asset other than goodwill is reversed only if there has been a change in the estimates used to determine +the recoverable amount of that asset, but not to an amount higher than the carrying amount that would +have been determined (net of any depreciation/amor tisation) had no impairment loss been recognised for +the asset in prior years. A reversal of such an impairme nt loss is credited to profit or loss in the period in +which it arises. +Related parties +A party is considered to be related to the Group if: +(a) the party is a person or a close member of that person’s family and that person: +(i) has control or joint control over the Group; +(ii) has significant influence over the Group; or +(iii) is a member of the key management personnel of the Group or of a parent of the Group; +or +(b) the party is an entity where any of the following conditions applies: +(i) the entity and the Group are members of the same group; +(ii) one entity is an associate or joint venture o f the other entity (or of a parent, subsidiary +or fellow subsidiary of the other entity); +(iii) the entity and the Group are joint ventures of the same third party; +(iv) one entity is a joint venture of a third ent ity and the other entity is an associate of the +third entity; +(v) the entity is a post-employment benefit p lan for the benefit of employees of either the +Group or an entity related to the Group; +(vi) the entity is controlled or jointly controlled by a person identified in (a); +(vii) a person identified in (a)(i) has significa nt influence over the entity or is a member of the +key management personnel of the entity (or of a parent of the entity); and +(viii) the entity, or any member of a group of whic h it is a part, provides key management +personnel services to the Group or to the parent of the Group. +Property, plant and equipment and depreciation +Property, plant and equipment, other than cons truction in progress, are stated at cost less +accumulated depreciation and any impairment l osses. The cost of an item of property, plant and +equipment comprises its purchase price and any dir ectly attributable costs of bringing the asset to its +working condition and location for its intended use. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 9– + + +--- page 262 --- +Expenditure incurred after items of property, plant and equipment have been put into operation, +such as repairs and maintenance, is normally charged to profit or loss in the period in which it is incurred. +In situations where the recognition criteria are sa tisfied, the expenditure for a major inspection is +capitalised in the carrying amount of the asset as a repla cement. Where significant parts of property, plant +and equipment are required to be replaced at interval s, the Group recognises such parts as individual +assets with specific useful lives an d depreciates them accordingly. +D e p r e c i a t i o ni sc a l c u l a t e do nt h es t r a i g h t - l i n ebasis to write off the cost of each item of property, +plant and equipment to its residual value over its estim ated useful life. The principal annual rates used for +this purpose are as follows: +Category Principal annual rate +Estimated residual +value rate +Buildings 4.75% 5.00% +Plant and machinery 9.50% to 31.67% 5.00% +Furniture and fixtures 19.00% to 47.50% 5.00% +Motor vehicles 19.00% to 47.50% 5.00% +Electronic equipment 19.00% to 31.67% 5.00% +Building improvement 20.00% to 50.00% – +Where parts of an item of property, plant and equipm ent have different useful lives, the cost of that +item is allocated on a reasonable basis among the parts and each part is depreciated separately. Residual +values, useful lives and the depreciation method are r eviewed, and adjusted if appropriate, at least at each +financial year end. +An item of property, plant and equipment includi ng any significant part initially recognised is +derecognised upon disposal or when no future economic benefits are expected from its use or disposal. +Any gain or loss on disposal or retirement recognised in profit or loss in the year the asset is derecognised +is the difference between the net sales proceeds and the carrying amount of the relevant asset. +Construction in progress is stated at cost less an y impairment losses, and is not depreciated. It is +reclassified to the appropriate category of property, plant and equipment when completed and ready for +use. +Intangible assets (other than goodwill) +Intangible assets acquired separately are meas ured on initial recognition at cost. The cost of +intangible assets acquired in a business combination is the fair value at the date of acquisition. The useful +lives of intangible assets are assessed to be either finit e or indefinite. Intangible a ssets with finite lives are +subsequently amortised over the useful economic li fe and assessed for impairment whenever there is an +indication that the intangible asset may be impaire d. The amortisation period and the amortisation +method for an intangible asset with a finite useful life are reviewed at least at each financial year end. +Software +Software is stated at cost less any impairment losses and is amortised on the straight-line basis over +its estimated useful life of 5 years. The software’s u seful life is based on the period over which future +economic benefits will be obtained by the Group. The t echnological lifespan of the software which can +produce economic benefits is 5 years. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 0– + + +--- page 263 --- +Licences +Purchased licences are stated at cost less any impairment losses and are amortised on the +straight-line basis over their estimated usef ul lives of 5 years, which is the licence period. +Research and development costs +All research costs are charged to profit or loss as incurred. +Expenditure incurred on projects to develop new p roducts is capitalised and deferred only when the +Group can demonstrate the technica l feasibility of completing the i ntangible asset so that it will be +available for use or sale, its inten tion to complete and its ability to use or sell the asset, how the asset will +generate future economic benefits, the availability of resources to complete the project and the ability to +measure reliably the expenditure du ring the development. Product development expenditure which does +not meet these criteria is expensed when incurred. +Leases +The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or +contains, a lease if the contract conveys the right t o control the use of an identified asset for a period of +time in exchange for consideration. +Group as a lessee +The Group applies a single recognition and me asurement approach for all leases, except for +short-term leases and leases of low-value assets. T he Group recognises lease l iabilities to make lease +payments and right-of-use assets represent ing the right to use the underlying assets. +(a) Right-of-use assets +Right-of-use assets are recognised at the commencement date of the lease (that is the date the +underlying asset is available for use). Right-of-use assets are measured at cost, less accumulated +depreciation and any impairment losses, and adjusted f or any remeasurement of le ase liabilities. The cost +of right-of-use assets includes the amount of lease liabili ties recognised, initial direct costs incurred, and +lease payments made at or before the commencement dat e less any lease incentives received. Right-of-use +assets are depreciated on a straight-line basis over th e shorter of the lease terms and the estimated useful +lives of the assets as follows: +Leasehold land 5t o5 0y e a r s +Office premises 2t o5y e a r s +If ownership of the leased asset transfers to th e Group by the end of the lease term or the cost +reflects the exercise of a purchase opt ion, depreciation is calculated usi ng the estimated useful life of the +asset. +(b) Lease liabilities +Lease liabilities are recognised at the commencem ent date of the lease at the present value of lease +payments to be made over the lease term. The leas e payments include fixed payments (including +in-substance fixed payments) less any lease incenti ves receivable, variable lease payments that depend on +an index or a rate, and amounts expected to be paid unde r residual value guarantees. The lease payments +also include the exercise price of a purchase option r easonably certain to be exercised by the Group and +payments of penalties for termination of a lease, if th e lease term reflects the Group exercising the option +to terminate the lease. The variable lease payments that do not depend on an index or a rate are recognised +as an expense in the period in which the event or condition that triggers the payment occurs. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 1– + + +--- page 264 --- +In calculating the present value of lease payments , the Group uses its incremental borrowing rate at +the lease commencement date because the interest rate implicit in the lease is not readily determinable. +After the commencement date, the amount of lease liabili ties is increased to reflect the accretion of interest +and reduced for the lease payments made. In additi on, the carrying amount of lease liabilities is +remeasured if there is a modification, a change in the le ase term, a change in lease payments (e.g., a change +to future lease payments resulting from a change in an index or rate) or a change in assessment of an +option to purchase the underlying asset. +(c) Short-term leases and leases of low-value assets +The Group applies the short-term lease recognit ion exemption to its short-term leases of office +premises, pickling pools and warehouses (that is t hose leases that have a lease term of 12 months or less +from the commencement date and do not contain a pur chase option). It also applies the recognition +exemption for leases of low-value assets to leases to o ffice equipment that is considered to be of low value. +Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a +straight-line basis over the lease term. +Investments and other financial assets +Initial recognition and measurement +Financial assets are classified, at initial recognit ion, as subsequently meas ured at amortised cost, +FVOCI, and FVTPL. +The classification of financial assets at initial recognition depends on the financial asset’s +contractual cash flow characteristics and the Group’s business model for managing them. With the +exception of trade receivables that do not contain a si gnificant financing component or for which the +Group has applied the practical expedient of not adjust ing the effect of a significant financing component, +the Group initially measures a financial asset at it s fair value plus in the case of a financial asset not at +FVTPL, transaction costs. Trade receivables that do not contain a significant financing component or for +which the Group has applied the practical expedient are measured at the transaction price determined +under IFRS 15 in accordance with the policies s et out for ‘‘Revenue recognition’’ below. +In order for a financial asset to be classified and measured at amortised cost or FVOCI, it needs to +give rise to cash flows that are solely payments of principal and interest (‘‘ SPPI ’’) on the principal amount +outstanding. Financial assets with cash flows tha t are not SPPI are classified and measured at FVTPL, +irrespective of the business model. +The Group’s business model for managing financia l assets refers to how it manages its financial +assets in order to generate cash flows. The business m odel determines whether cash flows will result from +collecting contractual cash flows, selling the financi al assets, or both. Financial assets classified and +measured at amortised cost are held within a busines s model with the objective to hold financial assets in +order to collect contractual cash flows, while financ ial assets classified and measured at FVOCI are held +within a business model with the objective of both holdi ng to collect contractual cash flows and selling. +Financial assets which are not held within the aforeme ntioned business models are classified and measured +at FVTPL. +Purchases or sales of financial assets that requi re delivery of assets within the period generally +established by regulation or convention in the marke tplace are recognised on the trade date, that is, the +date that the Group commits to purchase or sell the asset. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 2– + + +--- page 265 --- +Subsequent measurement +The subsequent measurement of financial assets depends on their classification as follows: +Financial assets at amortised cost (debt instruments) +Financial assets at amortised cost are subseque ntly measured using the effective interest +method and are subject to impairment. Gains and losses are recognised in profit or loss when the +asset is derecognised, modified or impaired. +Financial assets at FVOCI (debt instruments) +For debt investments at FVOCI, interest income, foreign exchange revaluation and +impairment losses or reversals are recognised in profit or loss and computed in the same manner +as for financial assets measured at amortised cos t. The remaining fair value changes are recognised +in other comprehensive income. Upon derecogniti on, the cumulative fair value change recognised in +other comprehensive income is recycled to profit or loss. +Derecognition of financial assets +A financial asset (or, where applicable, a part of a financial asset or part of a group of similar +financial assets) is primarily derecognised (i.e., removed from the Group’s consolidated statements of +financial position) when: +. the rights to receive cash flows from the asset have expired; or +. the Group has transferred its rights to receive cash flows from the asset or has assumed an +obligation to pay the received cash flows in full without material delay to a third party under a +‘‘pass-through’’ arrangement; and either (a) t he Group has transferred substantially all the +risks and rewards of the asset, or (b) the Group has neither transferred nor retained +substantially all the risks and rewards of the a sset, but has transferred control of the asset. +When the Group has transferred its rights to receive cash flows from an asset or has entered into a +pass-through arrangement, it evaluates if, and to w hat extent, it has retained the risk and rewards of +ownership of the asset. When it has neither transferred nor retained substantially all the risks and rewards +of the asset nor transferred control of the asset, the G roup continues to recognise the transferred asset to +the extent of the Group’s continuing involvement. In that case, the Group also r ecognises an associated +liability. The transferred asset and the associated lia bility are measured on a basis that reflects the rights +and obligations that the Group has retained. +Continuing involvement that takes the form of a gu arantee over the transferred asset is measured at +the lower of the original carrying amount of the ass et and the maximum amount of consideration that the +Group could be required to repay. +Impairment of financial assets +The Group recognises an allowance for expected credit losses (‘‘ ECLs ’’) for all debt instruments not +held at FVTPL. ECLs are based on the difference bet ween the contractual cash flows due in accordance +with the contract and all the cash flows that the Group expects to receive, discounted at an approximation +of the original effective interest rate. The expected cash flows will include cash flows from the sale of +collateral held or other credit enhancements that are integral to the contractual terms. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 3– + + +--- page 266 --- +General approach +ECLs are recognised in two stages. For credit ex posures for which there has not been a significant +increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default +events that are possible within the next 12 months (a 12-month ECL). For those credit exposures for which +there has been a significant increase in credit risk sinc e initial recognition, a loss allowance is required for +credit losses expected over the rem aining life of the exposure, irrespective of the timing of the default (a +lifetime ECL). +At each reporting date, the Group assesses whethe r the credit risk on a financial instrument has +increased significantly since initial recognition. When making the assessment, the Group compares the +risk of a default occurring on the financial instrume nt as at the reporting date with the risk of a default +occurring on the financial instrument as at the date of initial recognition and considers reasonable and +supportable information that is available wit hout undue cost or effort, including historical and +forward-looking information. The Group considers t hat there has been a significant increase in credit +risk when contractual payments are more than 30 days past due. +The Group considers a financial asset in defaul t when contractual payments are 90 days past due. +However, in certain cases, the Group may also consider a financial asset to be in default when internal or +external information indicates that the Group is unli kely to receive the outstanding contractual amounts +in full before taking into account any credit enhancements held by the Group. +A financial asset is written off when there is no rea sonable expectation of recovering the contractual +cash flows. +Debt investments at FVOCI and financial assets at amortised cost are subject to impairment under +the general approach and they are classified within the following stages for measurement of ECLs except +for trade receivables, which apply the si mplified approach as detailed below. +Stage 1 – Financial instruments for which credit ris k has not increased significantly since initial +recognition and for which the loss all owance is measured at an amount equal to +12-month ECLs +Stage 2 – Financial instruments for which credit r isk has increased significantly since initial +recognition but that are not credit-impai red financial assets and for which the loss +allowance is measured at an amount equal to lifetime ECLs +Stage 3 – Financial assets that are credit-impa ired at the reporting date (but that are not +purchased or originated credit-impaired) an d for which the loss allowance is measured +at an amount equal to lifetime ECLs +Write-off +The Group writes off a financial asset when there i s information indicating that the counterparty is +in severe financial difficulty and there is no rea listic prospect of recovery, for example, when the +counterparty has been placed under liquidation or ha s entered into bankruptcy proceedings. Financial +assets written off may still be subject to enforcemen t activities under the Group’s recovery procedures, +taking into account legal advice where appropriate. A write-off constitutes a derecognition event. Any +subsequent recoveries are recognised in profit or loss. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 4– + + +--- page 267 --- +Simplified approach +For trade receivables that do not contain a significant financing component or when the Group +applies the practical expedient of not adjusting the effect of a significant fi nancing component, the Group +applies the simplified approach in calculating ECL s. Under the simplified approach, the Group does not +track changes in credit risk, but instead recogni ses a loss allowance based on lifetime ECLs at each +reporting date. The Group has established a provision matrix that is based on its historical credit loss +experience, adjusted for forward- looking factors specific to the debt ors and the economic environment. +Financial liabilities +Initial recognition and measurement +Financial liabilities are classified, at initial reco gnition, as financial liabi lities at FVTPL, loans and +borrowings, or payables, as appropriate. +All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings +and payables, net of directly attributable transaction costs. +The Group’s financial liabilities i nclude financial liabilities at FV TPL, lease liabilities, trade and +bills payables, financial liabiliti es included in other payables and accruals, and interest-bearing bank +borrowings. +Subsequent measurement +The subsequent measurement of financial liabilit ies depends on their classification as follows: +Financial liabilities at FVTPL +Financial liabilities at FVTPL include financia l liabilities designated upon initial recognition +as at FVTPL. +Financial liabilities designated upon initial recognition as at FVTPL are designated at the +initial date of recognition, and only if the criteria in IFRS 9 are satisfied. Gains or losses on +liabilities designated at FVTPL are recognised in profit or loss, except for the gains or losses arising +from the Group’s own credit risk which are pres ented in other comprehensive income with no +subsequent reclassifica tion to profit or loss. The net fair value gain or loss recognised in profit or +loss does not include any interest charged on these financial liabilities. +Financial liabilities at amortised cost ( trade and other payables, and borrowings) +After initial recognition, trade and other p ayables, and interest-bearing borrowings are +subsequently measured at amortised cost, using the effective interest rate method unless the effect of +discounting would be immaterial, in which case t hey are stated at cost. Gains and losses are +recognised in profit or loss when the liabilities are derecognised as well as through the effective +interest rate amortisation process. +Amortised cost is calculated by taking into a ccount any discount or premium on acquisition +and fees or costs that are an integral part of the eff ective interest rate. The effective interest rate +amortisation is included in finance costs in profit or loss. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 5– + + +--- page 268 --- +Derecognition of financial liabilities +A financial liability is derecognised when the obligation under the liab ility is discharged or +cancelled, or expires. +When an existing financial liabi lity is replaced by another from the same lender on substantially +different terms, or the terms of an existing liabili ty are substantially modified, such an exchange or +modification is treated as a derecognition of the orig inal liability and a recognition of a new liability, and +the difference between the respective carrying amounts is recognised in profit or loss. +Offsetting of financial instruments +Financial assets and financial liabilities are offs et and the net amount is reported in the consolidated +statements of financial position if there is a current ly enforceable legal right to offset the recognised +amounts and there is an intention to settle on a net basi s, or to realise the assets and settle the liabilities +simultaneously. +Inventories +Inventories are stated at the lower of cost and net realisable value. Cost is determined on the +weighted average cost basis and, in the case of wor k in progress and finished goods, comprises direct +materials, direct labour and an appr opriate proportion of overheads. Ne t realisable value is based on +estimated selling prices less any estimated co sts to be incurred to completion and disposal. +Cash and cash equivalents +Cash and cash equivalents in the statements of fi nancial position comprise cash on hand and at +banks, and short-term highly liquid deposits with a ma turity of generally withi n three months that are +readily convertible into known amount s of cash, subject to an insignifi cant risk of changes in value and +held for the purpose of meeting short-term cash commitments. +For the purpose of the consolidated statements of cash flows, cash and cash equivalents comprise +cash on hand and at banks, and short-term deposits a s defined above, less bank overdrafts which are +repayable on demand and form an integral part of the Group’s cash management. +Provisions +A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a +past event and it is probable that a future outflow of resources will be required to settle the obligation, +provided that a reliable estimate can be made of the amount of the obligation. +When the effect of discounting is material, the am ount recognised for a provision is the present +value at the end of each of the reporting periods of th e future expenditures expected to be required to +settle the obligation. The increase in the discounted present value amount arising from the passage of time +is included in finance costs in profit or loss. +Income tax +Income tax comprises current and deferred tax. Income tax relating to items recognised outside +profit or loss is recognised outside profit or loss, ei ther in other comprehensive income or directly in +equity. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 6– + + +--- page 269 --- +Current tax assets and liabilities are measured a t the amount expected to be recovered from or paid +to the taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively +enacted by the end of each of the reporting periods, taki ng into consideration interpretations and practices +prevailing in the countries in which the Group operates. +Deferred tax is provided, using the liability met hod, on all temporary differences at the end of each +of the reporting periods between the tax bases of ass ets and liabilities and their carrying amounts for +financial reporting purposes. +Deferred tax liabilities are recognised for a ll taxable temporary differences, except: +. when the deferred tax liabilit y arises from the initial recognition of goodwill or an asset or +liability in a transaction that is not a business c ombination and, at the time of the transaction, +affects neither the accounting p rofit nor taxable profit or loss and does not give rise to equal +taxable and deductible temporary differences; and +. in respect of taxable temporary differences asso ciated with investments in subsidiaries, when +the timing of the reversal of the temporary diffe rences can be controlled and it is probable that +the temporary differences will not reverse in the foreseeable future. +Deferred tax assets are recognised for all deductibl e temporary differences, and the carryforward of +unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is +probable that taxable profit will be available agains t which the deductible temporary differences, the +carryforward of unused tax credits and unus ed tax losses can be utilised, except: +. when the deferred tax asset relating to the deduc tible temporary differences arises from the +initial recognition of an asset or liability in a t ransaction that is not a business combination +and, at the time of the transaction, affects nei ther the accounting profit nor taxable profit or +loss and does not give rise to equal taxable and deductible temporary differences; and +. in respect of deductible temporary differences a ssociated with investments in subsidiaries, +deferred tax assets are only recognised to the e xtent that it is probable that the temporary +differences will reverse in the foreseeable fut ure and taxable profit will be available against +which the temporary differences can be utilised. +The carrying amount of deferred tax assets is revi ewed at the end of each of the reporting periods +and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to +allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at +the end of each of the reporting periods and are recogn ised to the extent that it has become probable that +sufficient taxable profit will be avai lable to allow all or part of the deferred tax asset to be recovered. +Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the +period when the asset is realised or the liability is set tled, based on tax rates (and tax laws) that have been +enacted or substantively enacted at the end of each of the reporting periods. +Deferred tax assets and deferred tax liabiliti es are offset if and only if the Group has a legally +enforceable right to set off current tax assets and cu rrent tax liabilities and the deferred tax assets and +deferred tax liabilities relate to income taxes le vied by the same taxation authority on either the same +taxable entity or different taxable ent ities which intend either to settle cu rrent tax liabilities and assets on +a net basis, or to realise the assets and settle the liab ilities simultaneously, in each future period in which +significant amounts of deferred t ax liabilities or ass ets are expected to be settled or recovered. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 7– + + +--- page 270 --- +Government grants +Government grants are recognised at their fair val ue where there is reasonable assurance that the +grant will be received and all attaching conditions wi ll be complied with. When the grant relates to an +expense item, it is recognised as income on a systemati c basis over the periods that the costs, for which it is +intended to compensate, are expensed. +Where the grant relates to an asset, the fair val ue is credited to a deferred income account and is +released to profit or loss over the expected useful li fe of the relevant asset by equal annual instalments or +deducted from the carrying amount of the asset and released to profit or loss by way of a reduced +depreciation charge. +Revenue recognition +Revenue from contracts with customers +Revenue from contracts with customers is recogn ised when control of goods is transferred to the +customers at an amount that reflects the considerat ion to which the Group expects to be entitled in +exchange for those goods. +When the contract contains a financing component which provides the cust omer with a significant +benefit of financing the transfer of goods or services to the customer for more than one year, revenue is +measured at the present value of the amount receivable, discounted using the discount rate that would be +reflected in a separate financing transaction betwe en the Group and the customer at contract inception. +When the contract contains a financing component whic h provides the Group with a significant financial +benefit for more than one year, revenue recognised under the contract includes the interest expense +accreted on the contract liability under the effect ive interest method. For a contract where the period +between the payment by the customer and the tran sfer of the promised goods or services is one year or +less, the transaction price is not adjusted for the eff ects of a significant financing component, using the +practical expedient in IFRS 15. +When the consideration in a contract includes a var iable amount, the amount of consideration is +estimated to which the Group will be entitled in exchange for transferr ing the goods to the customer. The +variable consideration is estimated at contract incep tion and constrained until it is highly probable that a +significant revenue reversal in the amount of cumulative revenue recognised will not occur when the +associated uncertainty with the variable c onsideration is subsequently resolved. +Revenue from sale of goods +Revenue from the sale of goods is recognised at the point in time when control of the asset is +transferred to the customer, gener ally on delivery of the goods. The cost s of transporting finished goods to +customers are recognised in selling and distribution expenses when incurred. +Some contracts for the sale of goods provide custome rs with rights of return and volume rebates. +The rights of return and volume rebates give rise to variable consideration. +(a) Rights of return +For contracts which provide a customer with a rig ht to return the goods within a specified period, +the expected value method is used to estimate the goods that will not be returned because this method best +predicts the amount of variable consideration to whi ch the Group will be entitled. The requirements in +IFRS 15 on constraining estimates of variable consid eration are applied in order to determine the amount +of variable consideration that can be included in t he transaction price. For goods that are expected to be +returned, instead of revenue, a liability is recogn ised. A right-of-return asset (and the corresponding +adjustment to cost of sales) is also recognised for the right to recover products from a customer. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 8– + + +--- page 271 --- +(b) Volume rebates +Retrospective volume rebates may be provided t o certain customers once the quantity of products +purchased during the period exceeds a threshold sp ecified in the contract. Rebates are offset against +amounts payable by the customer. To estimate the var iable consideration for the expected future rebates, +the most likely amount method is used for contracts wit h a single-volume threshold and the expected value +method for contracts with more than one volume thre shold. The selected method that best predicts the +amount of variable consideration is primarily driv en by the number of volume thresholds contained in the +contract. The requirements on constraining estima tes of variable consideration are applied and a refund +liability for the expected future rebates is recognised. +Other income +Sale of scraps and raw materials is recognised a t the point in time when control of the asset is +transferred to the customer, generally on delivery of the scraps and raw materials. Interest income is +recognised on an accrual basis using the effectiv e interest method by applying the rate that exactly +discounts the estimated future cash receipts over the ex pected life of the financial instrument or a shorter +period, when appropriate, to the net car rying amount of the financial asset. +Contract liabilities +A contract liability is recognised when a payment is received or a payment is due (whichever is +earlier) from a customer before the Group transfers th e related goods or services. Contract liabilities are +recognised as revenue when the Group performs under the contract (i.e., transfers control of the related +goods or services to the customer). +Share-based payments +The Company operates share incentive plans. Employees (including directors) of the Group receive +remuneration in the form of share-based payments, w hereby employees render services in exchange for +equity instruments (‘‘ equity-settled transactions ’’). The cost of equity-settled transactions with employees +is measured by reference to the fair value at the date at which they are granted. The fair value is estimated +using different methods for each of the incentive plan s, further details of which are given in note 28 to the +Historical Financial Information. +The cost of equity-settled transactions is recogn ised in employee benefit expense, together with a +corresponding increase in equity, over the period in wh ich the performance and/or service conditions are +fulfilled. The cumulative expense recognised for e quity-settled transacti ons at the end of each of the +Relevant Periods until the vesting date reflects the ex tent to which the vesting period has expired and the +Group’s best estimate of the number of equity instrument s that will ultimately vest. The charge or credit +to profit or loss for a period represents the movement in the cumulative expense recognised as at the +beginning and end of that period. +Service and non-market performance conditions ar e not taken into account when determining the +grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the +Group’s best estimate of the number of e quity instruments that will ultim ately vest. Market performance +conditions are reflected within the grant date fair value. Any other conditions attached to an award, but +without an associated service re quirement, are considered to be non- vesting conditions. Non-vesting +conditions are reflected in the fai r value of an award and lead to an immediate expensing of an award +unless there are also service a nd/or performance conditions. +For awards that do not ultimately vest because non-market performance a nd/or service conditions +have not been met, no expense is recognised. Where awards include a market or non-vesting condition, the +transactions are treated as vesting i rrespective of whether the market o r non-vesting conditi on is satisfied, +provided that all other performance a nd/or service conditions are satisfied. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 9– + + +--- page 272 --- +Where the terms of an equity-settled award are m odified, as a minimum an expense is recognised as +if the terms had not been modified, if the original te rms of the award are met. In addition, an expense is +recognised for any modification that increases the total fair value of the share-based payments, or is +otherwise beneficial to the employee as measured at the date of modification. Where an equity-settled +award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet +recognised for the award i s recognised immediately. +Other employee benefits +Pension scheme +The employees of the Group’s subsidiaries whic h operate in Chinese mai nland are required to +participate in a central pension scheme operate d by the local municipal government. The Group is +required to contribute a certain percentage of their p ayroll costs to the central pension scheme. The +contributions are charged to profit or loss as they become payable in accordance with the rules of the +central pension scheme. +Borrowing costs +Borrowing costs directly attributable to the ac quisition, construction or production of qualifying +assets, i.e., assets that necessarily take a substantia l period of time to get ready for their intended use or +sale, are capitalised as part of the cost of those asset s. The capitalisation of such borrowing costs ceases +when the assets are substantially ready for their intended use or sale. All other borrowing costs are +expensed in the period in which they are incurred. Borr owing costs consist of interest and other costs that +an entity incurs in connection with the borrowing of funds. +Events after the reporting period +If the Group receives information after the repor ting period, but prior to the date of authorisation +for issue, about conditions that existed at the end o f the reporting period, it will assess whether the +information affects the amounts that it recognises in it s financial statements. The Group will adjust the +amounts recognised in its financia l statements to reflect any adjusti ng events after the reporting period +and update the disclosures that relate to thos e conditions in light of the new information. For +non-adjusting events after the reporting period, the Group will not change the amounts recognised in its +financial statements, but will dis close the nature of the non-adjusting events and an estimate of their +financial effects, or a statement that such an estimate cannot be made, if applicable. +Dividends +Final dividends are recognised as a liability when they are approved by the shareholders in a general +meeting. Interim dividends are simultaneously proposed and declared, because the Company’s +memorandum and articles of association grant the dir ectors the authority to decl are interim dividends. +Consequently, interim dividends are recognised i mmediately as a liability when they are proposed and +declared. +Foreign currencies +The Historical Financial Information is present ed in RMB, which is also the Company’s functional +currency. Each entity in the Group determines its own functional currency and items included in the +financial statements of each ent ity are measured using that functional currency. Foreign currency +transactions recorded by the entities in the Group are i nitially recorded using their respective functional +currency rates prevailing at the dates of the transac tions. Monetary assets and liabilities denominated in +foreign currencies are translated at the functional c urrency rates of exchange ruling at the end of each of +the Relevant Periods. Differences arising on settlem ent or translation of monetary items are recognised in +profit or loss. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 0– + + +--- page 273 --- +Non-monetary items that are measured in term s of historical cost in a foreign currency are +translated using the exchange rates at the dates of the initial transactions. Non- monetary items measured +at fair value in a foreign currency are translated using the exchange rates at the date when the fair value +was measured. The gain or loss arising on translat ion of a non-monetary item measured at fair value is +treated in line with the recognition of the gain or loss on change in fair value of the item (i.e., translation +difference on the item whose fair value gain or loss is r ecognised in other comprehensive income or profit +or loss is also recognised in other comprehen sive income or profit or loss, respectively). +In determining the exchange rate on initial recognition of the related asset, expense or income on the +derecognition of a non-monetary asset or non-monetary liability relating to an adv ance consideration, the +date of initial transaction is the date on which the G roup initially recognises the non-monetary asset or +non-monetary liability arisi ng from the advance consideration. If th ere are multiple payments or receipts +in advance, the Group determines the transaction date for each payment or receipt of the advance +consideration. +3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES +The preparation of the Group’s Historical Finan cial Information requires management to make +judgements, estimates and assumptions that affect th e reported amounts of revenues, expenses, assets and +liabilities, and their accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about +these assumptions and estimates c ould result in outcomes that could re quire a material adjustment to the +carrying amounts of the assets or liabilities affected in the future. +Judgements +In the process of applying the Group’s accounting policies, management has made the following +judgements, apart from those invol ving estimations, which have the mos t significant effect on the amounts +recognised in the Historical Financial Information: +Government grants +Government grants are recognised at their fair val ue where there is reasonable assurance that the +grant will be received and all attaching conditions wi ll be complied with. The Group applies judgement in +evaluating whether or not all attaching conditions will be complied with, taking into account of all +relevant factors, and the information available. +Estimation uncertainty +The key assumptions concerning the future and ot her key sources of estimation uncertainty at the +end of each of the Relevant Periods, that have a significant risk of causing a material adjustment to the +carrying amounts of assets and liabilities within the next financial year, are described below. +Variable consideration for volume rebates +The Group estimates variable consideration to be i ncluded in the transaction price for the sale of +goods with volume rebates. +The Group’s expected volume rebates are analysed on a per customer basis for contracts that are +subject to the volume threshold. Determining wheth e rac u s t o m e ri sl i k e l yt ob ee n t i t l e dt oar e b a t e +depends on the customer’s historical rebate ent itlement and accumulated purchases to date. +The Group updates its assessment of expected volu me rebates accordingly. Estimates of expected +volume rebates are sensitive to changes in circumst ances and the Group’s past experience regarding rebate +entitlements may not be representative of actual rebate entitlements in the future. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 1– + + +--- page 274 --- +Provision for expected credit losses on trade receivabl es and financial assets included in prepayments, other +receivables and other assets +The Group uses external credit ratings and histor ical credit loss experience of the industry to +calculate ECLs for trade receivables under simplif ied approach and for financial assets included in +prepayments, other receivables and ot her assets under general approach. +The observed default rates of the industry are ad justed with forward-looking information. For +instance, if forecast economic conditi ons (i.e., total retail sales of social consumer goods) are expected to +deteriorate over the next year which can lead to an increased number of defaults in the industry, the +historical default rates are adjusted. At the end of ea ch of the reporting periods, the historical observed +default rates are updated and changes in the forward-looking esti mates are analysed. +The assessment of the correlation among histor ical observed default rates, forecast economic +conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in +circumstances and forecast economic conditions. T he Group’s historical credit loss experience and +forecast of economic conditions may also not be repres entative of a customer’s actual default in the +future. The information about the ECLs on the Group’s trade receivables and financial assets included in +prepayments, other receivables and other assets is dis closed in notes 18 and 19 to the Historical Financial +Information, respectively. +Impairment of non-financial assets (other than goodwill) +The Group assesses whether there are any indica tors of impairment for all non-financial assets +(including the right-of-use assets) at the end of ea ch of the Relevant Periods. Non-financial assets are +tested for impairment when there are indicators th at the carrying amounts may not be recoverable. An +impairment exists when the carrying value of an asse t or a cash-generating unit exceeds its recoverable +amount, which is the higher of its fair value less cos ts of disposal and its value in use. The calculation of +the fair value less costs of disposal is based on availa ble data from binding sale s transactions in an arm’s +length transaction of similar asse ts or observable market prices less incremental costs for disposing of the +asset. When value in use calculations are undertake n, management must estimate the expected future cash +flows from the asset or cash-genera ting unit and choose a suitable discount rate in order to calculate the +present value of those cash flows. Further detail s are set forth in note 14, note 15, note 16 and note 19 to +the Historical Financial Information. +Provision for inventories +The Group’s inventories are stated at the lowe r of cost and net realisable value. The Group’s +provision for its inventories is based on estimates of the realisable value with reference to the ageing and +condition of the inventories, together with the ec onomic circumstances on the marketability of such +inventories. Inventories are reviewed on regular bas is for provision, if appropriate. Further details of the +inventories are set out in note 17 to the Historical Financial Information. +Deferred tax assets +Deferred tax assets are recognised for unused tax l osses to the extent that it is probable that taxable +profit will be available against which the losses can b e utilised. Significant management judgement is +required to determine the amount of deferred tax assets that can be recognised, based upon the likely +timing and level of future taxable profits together wit h future tax planning strategies. Further details are +contained in note 25 to the Historical Financial Information. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 2– + + +--- page 275 --- +4. OPERATING SEGMENT INFORMATION +Information reported to the Group’s chief opera ting decision maker, for the purpose of resource +allocation and performance assessment, focuses on th e operating results of the Group as a whole as the Group’s +resources are integrated and no discrete operating segmen t information is available. Accordingly, no operating +segment information is presented. +During the Relevant Periods, the Group was princ ipally engaged in the manufacturing and sale of +consumer goods in Chinese mainland. +Geographical information +No geographical information is presented as t he Group’s revenue from external customers was +mainly derived from its operations in Chinese mainland and no non-current assets of the Group were +located outside Chinese mainland during the Relevant Periods. +Information about major customers +Revenue from each major customer accounting for 10% or more of the Group’s revenue during the +Relevant Periods is set out below: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Customer A NA* 228,568 233,775 +Customer B NA* 193,365 280,258 +* The corresponding revenue of the customers is not disclosed as the revenue individually did +not account for 10% or more of the Group’s revenue during the Relevant Periods. +5. REVENUE +Revenue represents income from the sale of consumer goods during the Relevant Periods. +An analysis of revenue is as follows: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Revenue from contracts with customers +Sale of goods 1,322,042 1,616,018 1,710,731 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 3– + + +--- page 276 --- +Revenue from contracts with customers +(a) Disaggregated r evenue information +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Type of goods +Sale of goods 1,322,042 1,616,018 1,710,731 +Geographical markets +Chinese mainland 1,321,685 1,613,518 1,709,848 +Overseas 357 2,500 883 +Total 1,322,042 1,616,018 1,710,731 +Timing of revenue recognition +Goods transferred at a point in ti me 1,322,042 1,616,018 1,710,731 +The following table shows the amounts of revenue r ecognised in each of the Relevant Periods that +were included in the contract liabilities at the beginning of each of these periods: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Revenue recognised that was included in +contract liabilities at beginning of the +reporting period: +Sale of goods 108,844 122,252 73,226 +Performance obligations +Information about the Group’s performan ce obligations is summarised below: +Sale of goods +The performance obligation is satisfied when the customer takes possession of and accepts the +products and payment is generally made in ad vance or within 30 to 60 days of customer’s +acceptance. +All the amounts of transaction prices allocated t o the remaining performance obligations are +expected to be recognised as revenue within one year or less. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 4– + + +--- page 277 --- +6. OTHER INCOME AND GAINS, NET +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Other income, net +Government grants and subsidies +Related to income (i) 18,780 33,326 22,611 +Related to assets (ii) 729 487 1,049 +Sale of scraps and raw materials +Proceeds income related to scraps and +raw materials 15,362 14,070 12,255 +Cost related to scraps and raw +materials (9,005) (10,137) (6,564) +Bank interest income 665 547 479 +Others 312 514 4,470 +Total other income, net 26,843 38,807 34,300 +Gains +Gain on disposal of items of property, +plant and equipment 14 12 26 +Compensation 1,105 753 640 +Total gains 1,119 765 666 +Total other income and gains, net 27,962 39,572 34,966 +(i) The government grants and subsidies related to income were rewarded for the Group’s contribution +to the local economic growth. These grants related to income are recognised in profit or loss where +there is reasonable assurance that the grant s will be received or upon receipt. There are no +unfulfilled conditions or continge ncies relating to these grants. +(ii) The Group has received certain government grants related to the investments in production plants. +The grants related to assets were recognised as deferred income upon receipt. There are no +unfulfilled conditions or continge ncies relating to these grants. +7. PROFIT BEFORE TAX +The Group’s profit before tax is arrive d at after charging/(crediting): +Year ended 31 December +2023 2024 2025 +Notes RMB’000 RMB’000 RMB’000 +Cost of inventories sold* 792,331 1,033,553 1,102,031 +Depreciation of property, plant and +equipment 14 51,255 55,852 63,530 +Depreciation of right-of-use assets 15(a) 3,939 4,403 4,557 +Lease payments not included in the +measurement of lease liabil ities 15(c) 2,910 3,749 4,374 +Amortisation of other intangible +assets** 16 629 503 681 +Transportation expenses 53,744 64,607 60,536 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 5– + + +--- page 278 --- +Year ended 31 December +2023 2024 2025 +Notes RMB’000 RMB’000 RMB’000 +Research and development costs*** 33,612 18,948 27,885 +Listing expenses – 5,794 12,678 +Employee benefit expense (excluding +directors’, chief executive’s and +supervisors’ remuneration as set out +in note 9): +Wages and salaries 210,564 243,817 243,451 +Equity-settled share-based payment +expenses 250 386 3,765 +Pension scheme contributions**** 16,707 18,565 17,440 +Other employee benefits 9,298 8,178 7,166 +Total 236,819 270,946 271,822 +Foreign exchange differences, net 146 309 1,564 +Fair value loss/(gain) on financial +liabilities at FVTPL 6,026 1,625 (5,300) +Write-down of inventories to net +realisable value 1,165 638 1,360 +Impairment losses on trade receivables, +net 18 705 1,823 1,883 +Impairment of other receivables, net 19 14 320 598 +Gain on disposal of items of property, +plant and equipment 6 (14) (12) (26) +* Cost of inventories sold includes expenses relatin g to depreciation of prope rty, plant and equipment, +depreciation of right-of-use assets and staff cos ts, which are also included in the respective total +amounts disclosed separately above for each of these types of expenses. Amounts of +RMB103,126,000, RMB141,018,000, and RMB151, 312,000 of employee benefit expenses were +included in ‘‘cost of inventories sold’’ for the years ended 31 December 2023, 2024 and 2025, +respectively. +** The amortisation of other intangible assets is included in ‘‘Administrative expenses’’ in the +consolidated statement of profit or loss and other comprehensive income. +*** Research and development costs include expens es relating to depreciation of property, plant and +equipment and staff costs, which are also inc luded in the respective total amounts disclosed +separately above for each of these types of expenses. Amounts of RMB8,281,000, RMB7,475,000 +and RMB8,514,000 of employee benefit expenses were i ncluded in ‘‘research and development costs’’ +for the years ended 31 December 2023, 2024 and 2025, respectively. +**** There are no forfeited contributions that ma y be used by the Group as the employer to reduce the +existing level of contributions. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 6– + + +--- page 279 --- +8. FINANCE COSTS +An analysis of finance costs is as follows: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Interest on bank loans 7,817 7,652 13,080 +Interest on lease liabilities 149 121 141 +Total 7,966 7,773 13,221 +9. DIRECTORS’, CHIEF EXECUTIVE’ S AND SUPERVISORS’ REMUNERATION +Directors’, chief executive’s and supervisors’ re muneration for the Relevant Periods is as follows: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Fees – – 530 +Other emoluments: +Salaries, allowances and ben efits in kind 2,251 3,004 4,161 +Performance related bonuses* 506 526 519 +Pension scheme contributions 102 199 259 +Equity-settled share-based payment expenses 87 185 2,826 +Subtotal 2,946 3,914 7,765 +Total 2,946 3,914 8,295 +* Certain executive directors or supervisors of t he Company are entitled to bonus payments which are +related to the operating profit of the Group. +(a) Independent non-executive directors +The fees paid to independent non-executive direct ors during the Relevant Periods were as follows: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +M r .L uJ i a n( I ) – – 8 0 +Mr. Liu Feng (I) – – 300 +M r .X i o n gH u i( I ) – – 1 5 0 +Total – – 530 +(I) The Company appointed Mr. Liu Feng, Mr. Xiong Hui, Mr. Lu Jian as independent +non-executive directors effective from 15 January 2025. +There were no other emoluments payable to the independent non-executive directors during the +Relevant Periods. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 7– + + +--- page 280 --- +(b) Executive directors, a non-executive director, the chief executive and supervisors +Fees +Salaries, +allowances +and benefits +in kind +Performance +related +bonuses +Equity-settled +share-based +payment +expenses +Pension +scheme +contributions +Total +remuneration +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Year ended +31 December 2023 +Chief executive: +Mr. Yang Fan – 758 284 – 39 1,081 +Executive directors: +Ms. Li Huimin – 127 – – 8 135 +Mr. Ning Pengfei (II) – 104 – 29 13 146 +Ms. Hu Yan – 335 67 8 12 422 +Mr. Ruan Quanbin – 440 101 21 12 574 +Subtotal – 1,006 168 58 45 1,277 +Supervisors: +Ms. Zheng Qimei – 168 – 12 8 188 +Ms. Zhang Wenxia – 319 54 17 10 400 +M r . X u L i a n z h e n g –––––– +Subtotal – 487 54 29 18 588 +Total – 2,251 506 87 102 2,946 +(II) The Company appointed Ning Pengfei as execu tive director effectiv e from 15 September 2023. +Fees +Salaries, +allowances +and benefits +in kind +Performance +related +bonuses +Equity-settled +share-based +payment +expenses +Pension +scheme +contributions +Total +remuneration +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Year ended +31 December 2024 +Chief executive: +Mr. Yang Fan – 866 125 – 39 1,030 +Executive directors: +Ms. Li Huimin – 134 6 – 12 152 +Mr. Ning Pengfei – 546 66 127 39 778 +Ms. Hu Yan – 371 59 8 27 465 +Mr. Ruan Quanbin – 499 170 21 39 729 +Subtotal – 1,550 301 156 117 2,124 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 8– + + +--- page 281 --- +Fees +Salaries, +allowances +and benefits +in kind +Performance +related +bonuses +Equity-settled +share-based +payment +expenses +Pension +scheme +contributions +Total +remuneration +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Supervisors: +Ms. Zheng Qimei – 197 6 12 18 233 +Ms. Zhang Wenxia – 391 94 17 25 527 +M r . X u L i a n z h e n g –––––– +Subtotal – 588 100 29 43 760 +Total – 3,004 526 185 199 3,914 +Fees +Salaries, +allowances +and benefits +in kind +Performance +related +bonuses +Equity-settled +share-based +payment +expenses +Pension +scheme +contributions +Total +remuneration +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Year ended 31 December 2025 +Chief executive: +Mr. Yang Fan – 997 73 – 41 1,111 +Executive directors: +M s . L i H u i m i n ( I V ) –52–18 +Mr. Ning Pengfei – 554 87 308 41 990 +Ms. Hu Yan – 440 28 41 37 546 +Mr. Gou Bin (III) – 1,018 93 1,839 38 2,988 +Mr. Mei Huixiang (III) – 833 152 565 64 1,614 +Mr. Ruan Quanbin (IV) – 18 40 1 3 62 +Subtotal – 2,868 402 2,754 184 6,208 +Non-executive director: +M r . X u L i a n z h e n g ( I I I ) –––––– +Supervisors: +Ms. Zheng Qimei (VI) – 7 5 6 1 19 +M r . X u L i a n z h e n g ( V I ) –––––– +M r . H u X i a n g ( V ) –––––– +M r . L i B i n g ( V ) –––––– +Ms. Zhang Wenxia – 289 39 66 33 427 +Subtotal – 296 44 72 34 446 +Total – 4,161 519 2,826 259 7,765 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 9– + + +--- page 282 --- +(III) The Company appointed Mr. Gou Bin, Mr. Mei Hu ixiang as executive directors effective from +15 January 2025 and appointed Mr. Xu Lianzheng as a non-executive director effective from +15 January 2025. +(IV) Ms. Li Huimin and Mr. Ruan Quanbin resig ned as executive directors of the Company +effective from 15 January 2025. +(V) The Company appointed Mr. Hu Xiang, and Mr. Li Bing as supervisors effective from 15 +January 2025. +(VI) Ms. Zheng Qimei and Mr. Xu Lianzheng resigned as supervisors of the Company effective +from 14 January 2025. +There was no arrangement under which a director , the chief executive or a supervisor waived or +agreed to waive any remuneration during the Relevant Periods. +10. FIVE HIGHEST PAID EMPLOYEES +The five highest paid employees for the years ended 31 December 2023, 2024 and 2025 included one +director, one director and three directors, respect ively, details of whose remuneration are set out in note 9 +above. Details of the remuneration for the years ended 31 December 2023, 2024 and 2025 of the remaining four, +four and two highest paid employees who are neither a director nor chief executive of the Company are as +follows: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Salaries, allowances and ben efits in kind 3,227 3,681 1,780 +Performance related bonuses 424 538 325 +Equity-settled share-based payment expenses 22 71 2,168 +Pension scheme contributions 109 164 109 +Total 3,782 4,454 4,382 +The numbers of non-director and non-chief executi ve highest paid employees whose remuneration fell +within the following bands are as follows: +Year ended 31 December +2023 2024 2025 +Nil to HK$500,000 – – – +HK$500,001 to HK$1,000,000 2 – – +HK$1,000,001 to HK$1,500,000 2 4 – +HK$1,500,001 to HK$2,000,000 – – 1 +HK$2,000,001 to HK$2,500,000 – – – +HK$2,500,001 to HK$3,000,000 – – – +HK$3,000,001 to HK$3,500,000 – – 1 +Total 4 4 2 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 0– + + +--- page 283 --- +11. INCOME TAX +The income tax expense of the Group for the Relevant Periods is analysed as follows: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Current — Chinese mainland: +Charge for the years 10,400 8,200 29,819 +Deferred (note 25) 972 24,488 7,268 +Total 11,372 32,688 37,087 +A reconciliation of the tax expense applicable to profit before tax at the statutory rate for the jurisdiction +in which the Company and the majority of its subsidiaries are domiciled and/or operate to the income tax +expense at the effective income tax rate fo r each of the Relevant Periods is as follows: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Profit before tax 110,603 180,407 219,175 +Tax at the statutory tax rate of 25% (I) 27,651 45,102 54,794 +Effect of different tax rate (II) (1,501) (1,659) (1,951) +Expenses not deductible for tax 1,904 754 356 +Income not subject to tax – – (1,325) +Effect of tax concessions (III) (9,318) (7,663) (8,281) +Tax losses utilised from previous periods – (520) (38) +Tax losses not recognised 322 815 – +Tax incentive for research and development +expenses (IV) (7,686) (4,141) (6,468) +Tax charge at the Group’s effective tax rate 11,372 32,688 37,087 +(I) The Company and the subsidiaries of the Group established in the PRC were subject to the PRC +Corporate Income Tax at 25% for each of the Relevant Periods. +(II) Certain of the Group’s subsidiari es are qualified as small and micro e nterprises and were entitled to +preferential corporate incom e tax rates of 5% during the years ended 31 December 2023, 2024 and +2025, respectively. +A subsidiary of the Group in Chinese mainland was approved as a High and New Technology +Enterprise in 2022 and renewed in 2025, and it was entitled to a preferential corporate income tax +rate of 15% for the years ended 31 December 2023, 2024 and 2025. This qualification is subject to +review by the relevant tax authority in the PRC every three years. +(III) Certain subsidiaries were granted tax exempt ions in accordance with the policy of ‘‘The notice of +preferential tax policy for preliminar y processing of agriculture products’’. +(IV) According to relevant laws and regulations, e nterprises engaging in research and development +activities are entitled to claim a 200% deduction as tax-deductible expenses when determining their +taxable profits for the year (the ‘‘ Super Deduction ’’). Management has made their best estimate for +the Super Deduction to be claimed in ascertainin g their assessable profits during the Relevant +Periods. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 1– + + +--- page 284 --- +12. DIVIDENDS +No dividend has been paid or declared by the C ompany in respect of the Relevant Periods. +13. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE +COMPANY +The calculation of basic earnings per share amounts during the years ended 31 December 2023, 2024 and +2025 is based on the profit attributable to ordinary equity holders of the Company for the years ended 31 +December 2023, 2024 and 2025 and the weighted average number of ordinary shares of 75,665,000 outstanding +during the years ended 31 December 2023, 2024 and the weighted average number of ordinary shares of +67,669,000 outstanding during the year ended 31 December 2025. +The Group had no potentially dilutive ordinary shares in issue throughout the Relevant Periods. +14. PROPERTY, PLANT AND EQUIPMENT +Group Buildings +Building +improvement +Plant and +machinery +Furniture +and fixtures +Motor +vehicles +Electronic +equipment +Construction +in progress Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +31 December 2023 +At 1 January 2023 : +Cost 501,807 11,958 188,582 35,992 6,783 8,255 10,002 763,379 +Accumulated depreciation (130,207) (5,996) (76,508) (18,721) (5,941) (6,075) – (243,448) +Net carrying amount 371,600 5,962 112,074 17,271 842 2,180 10,002 519,931 +At 1 January 2023, net of +accumulated depreciation 371,600 5,962 112,074 17,271 842 2,180 10,002 519,931 +Additions – 421 7,156 1,379 330 834 84,700 94,820 +Disposals – – – – (3) (1) – (4) +D e p r e c i a t i o np r o v i d e dd u r i n g +the year (24,315) (2,217) (18,258) (5,340) (268) (857) – (51,255) +T r a n s f e r s 2 1 , 5 0 1– 4 3 , 8 3 9––– ( 6 5 , 3 4 0 ) – +At 31 December 2023, net of +accumulated depreciation 368,786 4,166 144,811 13,310 901 2,156 29,362 563,492 +At 31 December 2023 : +Cost 523,308 12,379 239,569 37,371 7,054 9,085 29,362 858,128 +Accumulated depreciation (154,522) (8,213) (94,758) (24,061) (6,153) (6,929) – (294,636) +Net carrying amount 368,786 4,166 144,811 13,310 901 2,156 29,362 563,492 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 2– + + +--- page 285 --- +Group Buildings +Building +improvement +Plant and +machinery +Furniture +and fixtures +Motor +vehicles +Electronic +equipment +Construction +in progress Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +31 December 2024 +At 1 January 2024 : +Cost 523,308 12,379 239,569 37,371 7,054 9,085 29,362 858,128 +Accumulated depreciation (154,522) (8,213) (94,758) (24,061) (6,153) (6,929) – (294,636) +Net carrying amount 368,786 4,166 144,811 13,310 901 2,156 29,362 563,492 +At 1 January 2024, net of +accumulated depreciation 368,786 4,166 144,811 13,310 901 2,156 29,362 563,492 +Additions – 41 11,239 998 1,270 891 70,321 84,760 +Disposals – – (150) – (12) – – (162) +D e p r e c i a t i o np r o v i d e dd u r i n g +the year (25,397) (1,931) (22,601) (4,891) (251) (781) – (55,852) +T r a n s f e r s 8 , 9 2 5 5 8 2 3 7 , 3 8 0––– ( 4 6 , 8 8 7 ) – +At 31 December 2024, net of +accumulated depreciation 352,314 2,858 170,679 9,417 1,908 2,266 52,796 592,238 +At 31 December 2024 : +Cost 532,233 13,002 287,424 38,369 8,077 9,976 52,796 941,877 +Accumulated depreciation (179,919) (10,144) (116,745) (28,952) (6,169) (7,710) – (349,639) +Net carrying amount 352,314 2,858 170,679 9,417 1,908 2,266 52,796 592,238 +Group Buildings +Building +improvement +Plant and +machinery +Furniture +and fixtures +Motor +vehicles +Electronic +equipment +Construction +in progress Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +31 December 2025 +At 1 January 2025 : +Cost 532,233 13,002 287,424 38,369 8,077 9,976 52,796 941,877 +Accumulated depreciation (179,919) (10,144) (116,745) (28,952) (6,169) (7,710) – (349,639) +Net carrying amount 352,314 2,858 170,679 9,417 1,908 2,266 52,796 592,238 +At 1 January 2025, net of +accumulated depreciation 352,314 2,858 170,679 9,417 1,908 2,266 52,796 592,238 +Additions 365 2,651 25,135 432 2,305 939 128,005 159,832 +Disposals – – (32) (2) (14) (1) – (49) +D e p r e c i a t i o np r o v i d e dd u r i n gt h e +year (26,133) (4,463) (26,773) (4,914) (578) (669) – (63,530) +T r a n s f e r s 2 3 , 3 8 1 5 8 7 3 6 , 5 9 0––– ( 6 0 , 5 5 8 ) – +At 31 December 2025, net of +accumulated depreciation 349,927 1,633 205,599 4,933 3,621 2,535 120,243 688,491 +At 31 December 2025 : +Cost 555,979 10,612 348,597 38,799 10,099 10,865 120,243 1,095,194 +Accumulated depreciation (206,052) (8,979) (142,998) (33,866) (6,478) (8,330) – (406,703) +Net carrying amount 349,927 1,633 205,599 4,933 3,621 2,535 120,243 688,491 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 3– + + +--- page 286 --- +Certain buildings had not completed property regis tration. The carrying amounts of these buildings as at +31 December 2023, 2024 and 2025 were RMB24,186,000, RMB22,827,000 and RMB17,759,000, respectively. +Company Buildings +Building +improvement +Plant and +machinery +Furniture +and fixtures +Motor +vehicles +Electronic +equipment +Construction +in progress Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +31 December 2023 +At 1 January 2023 : +Cost 255,064 1,181 110,341 11,013 3,286 4,859 4,648 390,392 +Accumulated depreciation (67,861) (270) (37,467) (9,443) (3,031) (3,478) – (121,550) +Net carrying amount 187,203 911 72,874 1,570 255 1,381 4,648 268,842 +At 1 January 2023, net of +accumulated depreciation 187,203 911 72,874 1,570 255 1,381 4,648 268,842 +Additions – 65 2,204 230 108 81 30,802 33,490 +Disposals – – – – – (1) – (1) +D e p r e c i a t i o np r o v i d e dd u r i n g +the year (12,200) (148) (10,225) (479) (111) (458) – (23,621) +T r a n s f e r s 1 0 , 1 3 5– 7 , 1 7 5––– ( 1 7 , 3 1 0 ) – +At 31 December 2023, net of +accumulated depreciation 185,138 828 72,028 1,321 252 1,003 18,140 278,710 +At 31 December 2023 : +Cost 265,199 1,246 119,720 11,243 3,389 4,937 18,140 423,874 +Accumulated depreciation (80,061) (418) (47,692) (9,922) (3,137) (3,934) – (145,164) +Net carrying amount 185,138 828 72,028 1,321 252 1,003 18,140 278,710 +Company Buildings +Building +improvement +Plant and +machinery +Furniture +and fixtures +Motor +vehicles +Electronic +equipment +Construction +in progress Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +31 December 2024 +At 1 January 2024 : +Cost 265,199 1,246 119,720 11,243 3,389 4,937 18,140 423,874 +Accumulated depreciation (80,061) (418) (47,692) (9,922) (3,137) (3,934) – (145,164) +Net carrying amount 185,138 828 72,028 1,321 252 1,003 18,140 278,710 +At 1 January 2024, net of +accumulated depreciation 185,138 828 72,028 1,321 252 1,003 18,140 278,710 +Additions – – 1,418 14 296 335 20,266 22,329 +Disposals – – – – (12) – – (12) +D e p r e c i a t i o np r o v i d e dd u r i n g +the year (12,759) (153) (10,965) (232) (56) (415) – (24,580) +T r a n s f e r s 4 , 1 4 6– 1 3 , 5 8 2––– ( 1 7 , 7 2 8 ) – +At 31 December 2024, net of +accumulated depreciation 176,525 675 76,063 1,103 480 923 20,678 276,447 +At 31 December 2024 : +Cost 269,345 1,246 134,720 11,257 3,438 5,272 20,678 445,956 +Accumulated depreciation (92,820) (571) (58,657) (10,154) (2,958) (4,349) – (169,509) +Net carrying amount 176,525 675 76,063 1,103 480 923 20,678 276,447 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 4– + + +--- page 287 --- +Company Buildings +Building +improvement +Plant and +machinery +Furniture +and fixtures +Motor +vehicles +Electronic +equipment +Construction +in progress Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +31 December 2025 +At 1 January 2025 : +Cost 269,345 1,246 134,720 11,257 3,438 5,272 20,678 445,956 +Accumulated depreciation (92,820) (571) (58,657) (10,154) (2,958) (4,349) – (169,509) +Net carrying amount 176,525 675 76,063 1,103 480 923 20,678 276,447 +At 1 January 2025, net of +accumulated depreciation 176,525 675 76,063 1,103 480 923 20,678 276,447 +Additions 1,019 461 6,195 140 1,225 233 25,853 35,126 +Disposals – – (5) – (14) – – (19) +D e p r e c i a t i o np r o v i d e dd u r i n gt h e +year (12,837) (614) (12,119) (218) (127) (256) – (26,171) +T r a n s f e r s 5 , 2 4 1– 7 , 7 4 3––– ( 1 2 , 9 8 4 ) – +At 31 December 2025, net of +accumulated depreciation 169,948 522 77,877 1,025 1,564 900 33,547 285,383 +At 31 December 2025 : +Cost 275,605 1,246 148,563 11,397 4,380 5,505 33,547 480,243 +Accumulated depreciation (105,657) (724) (70,686) (10,372) (2,816) (4,605) – (194,860) +Net carrying amount 169,948 522 77,877 1,025 1,564 900 33,547 285,383 +15. LEASES +The Group as a lessee +The Group has lease contracts for various items of o ffice premises, equipment and others used in its +operations. Lump sum payments were made upfront to acquire the leased land from the owners with lease +periods of 5 to 50 years, and no ongoing payments will be made under the terms of these land leases. +Leases of office premises generally have lease terms of 2 to 5 years. Other lease agreements generally have +lease terms of 12 months or less an d are individually of low value. +(a) Right-of-use assets +The carrying amounts of the Group’s right-of-us e assets and the movements during the Relevant +Periods are as follows: +Leasehold land +Office +premises Total +RMB’000 RMB’000 RMB’000 +As at 1 January 2023 88,750 2,127 90,877 +Additions 150 3,856 4,006 +Decrease as a result of lease modifications – (47) (47) +Depreciation charge (2,128) (1,811) (3,939) +As at 31 December 2023 and 1 January 2024 86,772 4,125 90,897 +Depreciation charge (2,311) (2,092) (4,403) +As at 31 December 2024 and 1 January 2025 84,461 2,033 86,494 +Additions – 3,731 3,731 +Depreciation charge (2,310) (2,247) (4,557) +As at 31 December 2025 82,151 3,517 85,668 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 5– + + +--- page 288 --- +(b) Lease liabilities +The carrying amount of lease liabilities and the movements during the Relevant Periods are as +follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Carrying amount at the beginning of the year 1,829 3,895 1,930 +New leases 3,856 – 3,731 +Accretion of interest recognised during the +year 149 121 141 +Payments (1,892) (2,086) (2,836) +Lease modifications (47) – – +Carrying amount at the end of the year 3,895 1,930 2,966 +Analysed into: +Current portion 1,965 784 2,360 +Non-current portion 1,930 1,146 606 +The maturity analysis of lease liabilities is d isclosed in note 36 to the Historical Financial +Information. +(c) The amounts recognised in profit or loss in relation to leases are as follows: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Interest on lease liabilities 149 121 141 +Depreciation charge of right-of-use assets 3,939 4,403 4,557 +Expenses relating to short-term leases and +leases of low-value assets (included in cost +of sales, selling and distribution expenses or +administrative expenses) 2,910 3,749 4,374 +Total amount recognised in profit or loss 6,998 8,273 9,072 +(d) The total cash outflow for leases is disclosed in not e 29(c) to the Historical Financial Information. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 6– + + +--- page 289 --- +16. OTHER INTANGIBLE ASSETS +Group Software Licences Total +RMB’000 RMB’000 RMB’000 +31 December 2023 +At 1 January 2023 : +Cost 4,653 1,159 5,812 +Accumulated amortisation (2,245) (352) (2,597) +Net carrying amount 2,408 807 3,215 +At 1 January 2023, net of accumulated amortisation 2,408 807 3,215 +Additions 266 4 270 +Amortisation provided during the year (526) (103) (629) +At 31 December 2023 2,148 708 2,856 +At 31 December 2023 : +Cost 4,919 1,163 6,082 +Accumulated amortisation (2,771) (455) (3,226) +Net carrying amount 2,148 708 2,856 +Group Software Licences Total +RMB’000 RMB’000 RMB’000 +31 December 2024 +At 1 January 2024 : +Cost 4,919 1,163 6,082 +Accumulated amortisation (2,771) (455) (3,226) +Net carrying amount 2,148 708 2,856 +At 1 January 2024, net of accumulated amortisation 2,148 708 2,856 +Additions – 32 32 +Amortisation provided during the year (439) (64) (503) +At 31 December 2024 1,709 676 2,385 +At 31 December 2024 : +Cost 4,919 1,195 6,114 +Accumulated amortisation (3,210) (519) (3,729) +Net carrying amount 1,709 676 2,385 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 7– + + +--- page 290 --- +Group Software Licences Total +RMB’000 RMB’000 RMB’000 +31 December 2025 +At 1 January 2025 : +Cost 4,919 1,195 6,114 +Accumulated amortisation (3,210) (519) (3,729) +Net carrying amount 1,709 676 2,385 +At 1 January 2025, net of accumulated amortisation 1,709 676 2,385 +Additions 132 – 132 +Amortisation provided during the year (673) (8) (681) +At 31 December 2025 1,168 668 1,836 +At 31 December 2025 : +Cost 5,051 1,195 6,246 +Accumulated amortisation (3,883) (527) (4,410) +Net carrying amount 1,168 668 1,836 +17. INVENTORIES +Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Raw materials 52,305 77,472 66,664 +Work in progress 306,122 338,019 546,342 +Finished goods and goods in tr ansit 67,507 108,210 60,362 +Total 425,934 523,701 673,368 +Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Raw materials 24,533 27,241 16,247 +Work in progress 74,339 84,210 183,851 +Finished goods and goods in tr ansit 23,426 39,998 16,618 +Total 122,298 151,449 216,716 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 8– + + +--- page 291 --- +18. TRADE AND BILLS RECEIVABLES +Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade receivables 84,013 168,283 228,395 +Impairment (5,499) (7,322) (9,205) +Trade receivables, net 78,514 160,961 219,190 +Bills receivable 2,012 1,967 1,806 +Trade and bills receivables 80,526 162,928 220,996 +The Group’s trading terms with some customers are on credit. The credit term is generally one month, +extending up to 30 to 60 days for major customers. Each customer has a maximum credit limit. The Group seeks +to maintain strict control over its outstanding receivab les. Overdue balances are reviewed regularly by senior +management. In view of the aforementioned and the fac t that the Group’s trade receivables relate to a large +number of diversified customers, there is no significa nt concentration of credit risk. The Group does not hold +any collateral or other credit enhancements over its trade receivable balances. Trade receivables are +non-interest-bearing. +All bills receivable of the Group are bank acceptance b ills aged within 6 months. The Group considers +that there is no material credit risk in the bank acceptance bills held by the Group. +An ageing analysis of the trade receivables of the G roup as at the end of each of the Relevant Periods, +based on the invoice date and net of allowance, is as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within 3 months 44,481 127,960 172,586 +3 to 6 months 5,875 4,359 32,322 +6 to 12 months 7,832 7,807 9,478 +Over one year 20,326 20,835 4,804 +Total 78,514 160,961 219,190 +The movements in the loss allowance for impairment of trade receivables are as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +At beginning of year 4,847 5,499 7,322 +Impairment losses, net (note 7) 705 1,823 1,883 +Amount written off as uncollectible (53) – – +At end of year 5,499 7,322 9,205 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 9– + + +--- page 292 --- +An impairment test is performed at the end of each of t he reporting periods by referencing to an external +credit rating from Standard & Poor’s or Moody’s or assigning an internal credit rating with reference to the +historical record of the Group and comparing it with companies with published ratings to determine the +probability of default. Loss given default is estimated b ased on market information and is adjusted to reflect the +effect of credit enhancement and other information of the specific debtors. The loss rate is then adjusted to +reflect the current conditions and forecasts of future economic conditions, as appropriate. Generally, trade +receivables are written off when there is information indicating that the counterparty is in severe financial +difficulty and there is no realistic prospect of recovery. +Set out below is the information about the credit risk exposure on the Group’s trade receivables: +Class of credit rating +Expected +credit loss rate +Gross +carrying +amount +Expected +credit losses +Notes % RMB’000 RMB’000 +31 December 2023 +Class 1 (I) 0.38 25,750 98 +Class 2 (II) 3.19 54,605 1,743 +Class 3 (III) 100.00 3,658 3,658 +Total 84,013 5,499 +Class of credit rating +Expected +credit loss rate +Gross +carrying +amount +Expected +credit losses +Notes % RMB’000 RMB’000 +31 December 2024 +Class 1 (I) 0.08 42,761 33 +Class 2 (II) 2.98 121,867 3,634 +Class 3 (III) 100.00 3,655 3,655 +Total 168,283 7,322 +Class of credit rating +Expected +credit loss rate +Gross +carrying +amount +Expected +credit losses +Notes % RMB’000 RMB’000 +31 December 2025 +Class 1 (I) 0.06 60,228 37 +Class 2 (II) 2.97 163,868 4,869 +Class 3 (III) 100.00 4,299 4,299 +Total 228,395 9,205 +(I) Class 1 customers receive external credit ratings equal to or above B from Standard & Poor’s or Aa2 +from Moody’s. +(II) Class 2 customers receive no external credit ra tings. The management assigns an internal credit +rating with reference to the historical record of the Group and compares it with companies with +published ratings to determine in the probability of default. +(III) Class 3 customers have no recent transactions with the Group. Receivables were past due and the +Group has substantial evidence indicating that the receivables are irrecoverable. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 0– + + +--- page 293 --- +Transfers of financial assets +Transferred financial assets that are not derecognised in their entirety +At 31 December 2023, 2024 and 2025, the Group endorsed certain bills receivable accepted by banks +in Chinese mainland (the ‘‘ Endorsed Bills ’’) with carrying amounts of RMB2,012,000, RMB1,967,000 and +RMB1,806,000, respectively, to certa in of its suppliers in order to settle the trade payables due to such +suppliers (the ‘‘ Endorsement ’’). In the opinion of the Company’s directors, the Group has retained the +substantial risks and rewards, which include default risks relating to su ch Endorsed Bills, and accordingly, +it continued to recognise the full carrying amounts of t he Endorsed Bills and the associated trade payables +settled. Subsequent to the Endorsement, the Group did not retain any rights on the use of the Endorsed +Bills, including the sale, transfer or pledge of the Endorsed Bills to any other third parties. +Transferred financial assets that are derecognised in their entirety +At 31 December 2023, 2024 and 2025, the Group endorsed certain bills receivable accepted by banks +in Chinese mainland (the ‘‘ Derecognised Bills ’’) to certain of its suppliers in order to settle the trade +payables due to such suppliers with carrying am ounts in aggregate of RMB29,977,000, RMB28,628,000 +and RMB49,078,000, respectively. The Derecognised Bills had a maturity of one to nine months at the end +of each of the Relevant Periods. In accordance with the Law of Negotiable Instruments in the PRC, the +holders of the Derecognised Bills may exercise the right of recourse against any, several or all of the +persons liable for the Derecognised Bills, including th e Group, in disregard of the order of precedence (the +‘‘Continuing Involvement ’’). In the opinion of the directors, the risk of the Group being claimed by the +holders of the Derecognised Bills is remote in the absence of a default of the accepted banks. The Group +has transferred substantia lly all risks and rewards relating to the De recognised Bills. Accordingly, it has +derecognised the full carrying amounts of the Dereco gnised Bills and the associated trade payables. The +maximum exposure to loss from the Group’s Continuing Involvement in the Derecognised Bills and the +undiscounted cash flows to repurchase these Derecogn ised Bills is equal to their carrying amounts. In the +opinion of the directors, the fair values of the Group’s C ontinuing Involvement in the Derecognised Bills +are not significant. +During the years ended 31 December 2023, 2024 and 2025, the Group has not recognised any gain or +loss on the date of transfer of the Derecognised B ills. No gains or losses were recognised from the +Continuing Involvement, both during the years or c umulatively. The endorse ment has been made evenly +throughout the years. +The aggregate amounts of the trade payables settl ed by the bills receivable to which the suppliers +have recourse and were matured were RMB25, 655,000, RMB39,455,000, and RMB35,473,000 during the +years ended 31 December 2023, 2024 and 2025, respectively. +Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade receivables 58,904 85,555 86,314 +Impairment (2,258) (2,411) (1,721) +Trade receivables, net 56,646 83,144 84,593 +Bills receivable 1,214 888 373 +Trade and bills receivables 57,860 84,032 84,966 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 1– + + +--- page 294 --- +An ageing analysis of the trade receivables of the Company as at the end of each of the Relevant Periods, +based on the invoice date and net of allowance, is as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within 3 months 25,238 54,620 52,963 +3 to 6 months 5,729 3,027 23,319 +6 to 12 months 7,523 5,639 6,370 +Over one year 18,156 19,858 1,941 +Total 56,646 83,144 84,593 +The movements in the loss allowance for impairment of trade receivables are as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +At beginning of year 1,946 2,258 2,411 +Impairment losses/(write-back of impairment), net 362 153 (690) +Amount written off as uncollectible (50) – – +At end of year 2,258 2,411 1,721 +19. PREPAYMENTS, OTHER RECEIVABLES AND OTHER ASSETS +Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Prepayments to suppliers 27,363 35,274 32,558 +Prepayments for non-current assets 12,291 32,133 66,903 +Value-added tax recoverable 16,147 15,286 27,481 +Advertising endorsement fee 7,556 10,595 1,537 +Deposits 5,200 16,363 7,422 +Receivables from employees 5,430 4,633 4,728 +Other receivables 7,969 32,328 40,058 +Deferred listing expense – 1,412 3,115 +81,956 148,024 183,802 +Impairment allowance (335) (655) (1,253) +Total 81,621 147,369 182,549 +Analysed into: +Current portion 69,330 115,236 115,646 +Non-current portion 12,291 32,133 66,903 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 2– + + +--- page 295 --- +The movements in the loss allowance for impairmen t of deposits and other receivables are as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +At beginning of year 321 335 655 +Impairment losses, net 14 320 598 +At end of year 335 655 1,253 +An impairment analysis is performed at the end o f each of the reporting periods by considering the +probability of default of the industry. As at 31 December 2023, 2024 and 2025, the probability of default applied +ranged from 0.001% to 5.08%, 0.001% to 4.35% and 0.001% to 5.19%, respectively, and the loss given default +was estimated to be 70.30%, 70.30% and 70.30%, respectiv ely. The loss rate is adjusted to reflect the current +conditions and forecasts of future economic conditions, as appropriate. +Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Prepayments to suppliers 13,909 15,782 16,981 +Prepayments for non-current assets 2,246 6,218 46,685 +Advertising endorsement fee – – 248 +Deposits 706 10,832 457 +Receivables from employees 661 793 803 +Amounts due from subsidiaries* 373,233 342,608 215,971 +Deferred listing expense – 1,412 3,115 +Other receivables 1,824 8,992 11,706 +392,579 386,637 295,966 +Impairment allowance (54) (264) (331) +Total 392,525 386,373 295,635 +Analysed into: +Current portion 390,279 380,155 248,950 +Non-current portion 2,246 6,218 46,685 +* Amounts due from subsidiaries mainly represen t excess operating cash transferred from the +Company to the subsidiaries and are unsecured, interest-free and repayable on demand. +The movements in the loss allowance for impairment o f deposits, amounts due from subsidiaries and other +receivables are as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +At beginning of year 72 54 264 +(Write-back of impairment)/impairment losses, net (18) 210 67 +At end of year 54 264 331 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 3– + + +--- page 296 --- +Where applicable, an impairment analysis is performed at the end of each of the reporting periods by +considering the probability of default of the industry. As at 31 December 2023, 2024 and 2025, the probability of +default applied ranged from 0.001% to 4.95%, 0.001% to 4.35% and 0.001% to 5.19%, respectively, and the +loss given default was estimated to be 70.30%, 70.30% and 70.30%, respectively. The loss rate is adjusted to +reflect the current conditions and forecasts of f uture economic conditions, as appropriate. +20. CASH AND CASH EQUIVALENTS +Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Cash and bank balances 102,124 127,709 111,091 +Less: Pledged bank deposits 34,732 49,662 77,187 +Cash and cash equivalents 67,392 78,047 33,904 +At 31 December 2023, 2024 and 2025, the cash and bank balances of the Group denominated in Renminbi +(‘‘RMB’’) amounted to RMB101,612,000, RMB125,735,000 and R MB100,459,000, respectively. The RMB is not +freely convertible into other currencies, however, unde r the Chinese mainland’s Foreign Exchange Control +Regulations and Administration of Settlement, and Sal e and Payment of Foreign Exchange Regulations, the +Group is permitted to exchange RMB for other curre ncies through banks authorised to conduct foreign +exchange business. +Pledged bank deposits are pledged to banks for the issuance of the Group’s bill s payable and letters of +credit. +Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Cash and bank balances 77,068 84,051 69,622 +Less: Pledged bank deposits 28,707 37,448 62,741 +Cash and cash equivalents 48,361 46,603 6,881 +21. TRADE AND BILLS PAYABLES +Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade payables 128,792 213,148 239,060 +Bills payable 56,165 77,761 107,069 +Total 184,957 290,909 346,129 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 4– + + +--- page 297 --- +An ageing analysis of the trade payables as at the end of each of the Relevant Periods, based on the invoice +d a t e ,i sa sf o l l o w s : +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within 3 months 115,920 199,770 197,133 +3 to 6 months 11,095 11,364 35,343 +6 to 12 months 374 300 5,048 +Over one year 1,403 1,714 1,536 +Total 128,792 213,148 239,060 +Trade payables are non-interest-bearing and are norma lly repaid within 3 months, and bills payable are +aged within 6 months based on the time of purchase. +Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade payables 51,520 91,364 100,244 +Amounts due to subsidiaries* 1,061 7,963 841 +Bills payable 50,140 60,549 99,653 +Total 102,721 159,876 200,738 +* As at 31 December 2023, 2024 and 2025, amounts due to subsidiaries are unsecured, interest-free +and repayable on demand and are trade in nature. +An ageing analysis of the trade payables and amounts due to subsidiaries as at the end of each of the +reporting periods, based on the invoice date, is as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within 3 months 42,746 87,868 87,530 +3 to 6 months 9,309 10,963 8,464 +6 to 12 months 110 101 4,747 +Over one year 416 395 344 +Total 52,581 99,327 101,085 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 5– + + +--- page 298 --- +22. OTHER PAYABLES AND ACCRUALS +Group +As at 31 December +2023 2024 2025 +Notes RMB’000 RMB’000 RMB’000 +Contract liabilities (a) 122,252 73,226 83,809 +Payables for purchase of property, plant +and equipment 43,367 37,710 63,811 +Payroll payables 30,505 37,121 20,047 +Other tax payables 25,579 27,564 27,137 +Deposits 21,589 21,402 16,594 +Accrued expenses 19,100 37,740 16,719 +Due to related parties (note 33) 28 28 – +Other payables (b) 18,559 23,884 30,767 +Total 280,979 258,675 258,884 +Notes: +(a) Details of contract liabilities are as follows: +As at +1 January As at 31 December +2023 2023 2024 2025 +RMB’000 RMB’000 RMB’000 RMB’000 +Short-term advances received +from customers +Sale of goods 108,844 122,252 73,226 83,809 +The amounts of consideration received in advance as prepayments by customers are short term as +the respective revenue is expected to be recognised within one year when the goods are accepted by +customers. Contract liabilities m ainly arise from the advance payments received from distributors while +the underlying goods are yet to be provided. The increase in contract liabilities in 2023 was in line with the +growth of the Group’s business to dis tributors. The decrease in contract liabilities in 2024 was mainly due +to the shift in sales focus to direct channels and a decrease in sales to distributors in 2024. The increase in +contract liabilities in 2025 was mainly due to the incr ease in advanced payments received from distributors +near the end of 31 December 2025. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 6– + + +--- page 299 --- +(b) Other payables are unsecured, non-interest-bearing and repayable on demand. +Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Accrued expenses 1,949 1,292 1,396 +Payables for purchase of property, plant and +equipment 24,613 19,912 28,732 +Payroll payables 13,388 14,121 6,602 +Other tax payables 5,593 9,566 7,857 +Amounts due to subsidiaries* 478,893 537,974 439,907 +Contract liabilities (note (a)) 821 1,496 1,872 +Deposits 1,564 2,081 1,640 +Due to related parties 28 28 – +Other payables 3,427 10,153 14,394 +Total 530,276 596,623 502,400 +* Amounts due to subsidiaries arise from excess ope rating cash of subsidia ries transferred to the +Company and are unsecured, interest-free and repayment on demand. +(a) Details of contract liabilities are as follows: +As at +1 January As at 31 December +2023 2023 2024 2025 +RMB’000 RMB’000 RMB’000 RMB’000 +Short-term advances received +from customers +Sale of goods 1,933 821 1,496 1,872 +The amounts of consideration received in advance as prepayments by customers are short term as +the respective revenue is expected to be recognised within one year when the goods are accepted by +customers. +23. INTEREST-BEARING BANK BORROWINGS +Group +As at 31 December 2023 +Effective +interest rate +(%) Maturity RMB’000 +Current +Bank loans — unsecured 2.90–4.57 2024 180,197 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 7– + + +--- page 300 --- +As at 31 December 2024 +Effective +interest rate +(%) Maturity RMB’000 +Current +Bank loans — unsecured 2.05–4.57 2025 321,333 +As at 31 December 2025 +Effective +interest rate +(%) Maturity RMB’000 +Current +Bank loans — unsecured 1.80–3.80 2026 475,393 +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Analysed into: +Bank loans repayable: +Within one year 180,197 321,333 475,393 +Total 180,197 321,333 475,393 +At 31 December 2023 and 2024, all of these bank loans w ere guaranteed by subsidiaries of the Group and +the controlling shareholder and his spouse. At 31 December 2025, bank loans of RMB225,223,000 were +guaranteed by the subsidiaries of the Group and bank loans of RMB250,170,000 were guaranteed by +subsidiaries of the Group and the c ontrolling shareholder and his spouse. +Company +As at 31 December 2023 +Effective +interest rate +(%) Maturity RMB’000 +Current +Bank loans — unsecured 2.90–4.57 2024 122,601 +As at 31 December 2024 +Effective +interest rate +(%) Maturity RMB’000 +Current +Bank loans — unsecured 2.05–4.57 2025 174,172 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 8– + + +--- page 301 --- +As at 31 December 2025 +Effective +interest rate +(%) Maturity RMB’000 +Current +Bank loans — unsecured 1.80–3.80 2026 256,212 +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Analysed into: +Bank loans repayable: +Within one year 122,601 174,172 256,212 +Total 122,601 174,172 256,212 +24. FINANCIAL LIABI LITIES AT FVTPL +Group and Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Redeemable ordinary shares 468,677 171,109 – +Analysed into: +Current portion 262,535 171,109 – +Non-current portion 206,142 – – +Certain independent investors subscribed to or acquir ed the Company’s ordinary shares with preferential +rights that were designated as financ ial liabilities at FVTPL and were s ubsequently measured at fair value. +In June 2015, the Company entered into an investment agreement with an independent investor, Beijing +Sequoia Xinyuan Equity Investment Center (Limited Partnership) ( 北京紅杉信遠股權投資中心（有限合夥）), +pursuant to which the investor made a total investment of RMB135,000,000 in the Company as consideration +for subscription of the Company’s 10,588,000 ordinary shares (‘‘Series A Shares’’). The Company had received +all investment funds for the Series A Shares by June 2015. +In October 2016, the Company entered into an investment agreement with an independent investor, Mr. Li +Qing, pursuant to which the investor made a total i nvestment of RMB102,632,000 in the Company as +consideration for subscription of the C ompany’s 3,715,000 ordinary shares (‘‘Series B Shares’’).T h eC o m p a n y +had received all investment funds for Series B Shares by October 2016. In December 2019, the investor +transferred all his equity to another independent invest or, Shenzhen Junrong Partnership (Limited Partnership) +(深圳君榮實業合夥企業（有限合夥）), at a consideration of RMB118,500,000. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 9– + + +--- page 302 --- +In August 2020, an independent investor, Changsha N uoxiang Jinhong Equity Investment Partnership +Enterprise (Limited Partnership) ( 長沙諾享瑾鴻股權投資合夥企業（有限合夥）), acquired a 1.2% equity interest +(‘‘Series C1 Shares ’’) in the Company from Mr. Yang Fan, the controlling shareholder. The consideration of +RMB28,800,000 was in the form of cash, which was f ully received in October 2020 by Mr. Yang Fan. +In December 2020, the Company entered into an investment agreement with an independent investor, +Changsha Nuoxiang Dongchen Equity Investment Pa rtnership Enterprise (Limited Partnership) ( 長沙諾享東辰 +股權投資合夥企業（有限合夥）), pursuant to which the investor made a total investment of RMB43,992,000 in +the Company as consideration for subscription of the Company’s 1,362,000 ordinary shares (‘‘Series C2 +Shares’’). The Company had received full consideration by December 2020. +In January 2021, all shareholders of the Company signed a supplementary investment agreement. The +investors of Series A Shares, Series B Shares, Seri es C1 Shares and Series C2 Shares were granted certain +preferential rights, includi ng, but not limited to, redemption rights, ant i-dilution rights and l iquidation rights. +The investments from the investors shall be redeemed by th e controlling shareholder, a third party designated by +the controlling shareholder or the Company, at the opt ion of the investors, upon the occurrence of certain +contingent events, including a qua lified initial public offering (‘‘ IPO’’) by 29 December 2023. +In November 2023, the investors of Series C1 Shares and Series C2 Shares signed a supplementary +agreement to modify relevant terms of redemption rights. T he investments shall be redeemed by the controlling +shareholder, a third party designa ted by the controlling shareholder o r the Company if a qualified IPO has not +been consummated by 30 June 2025. +In December 2023, the investor of Series B Shares sig ned a supplementary agreement to modify relevant +terms of redemption rights. The investments shall be r edeemed by the controlling shareholder, a third party +designated by the controlling shareholder or the Comp any if a qualified IPO has not been consummated by 30 +December 2025. +In June 2024, the Company entered into an agreement pursuant to which the Series A Shares investor +exercised the redemption right and required the Compan y to repurchase 10,588,000 ordinary shares through a +capital reduction. In November 2024, the Company pa id RMB135,000,000 to the investor to redeem certain +ordinary shares from the Company and the remaining c onsideration of RMB125,809,000 was settled in January +2025. The redemption liabilities of Series A Shares were fully settled in January 2025. +In June 2024, the Company entered into a supplemental agreement (‘‘ Termination Agreement ’’) with +investors of Series B Shares, Series C1 Shares and Se ries C2 Shares. The redemption rights and other +preferential rights granted by the Company to these thre e investors were terminated effective from the date of +execution or signing the relevant supplemental agreeme nt and shall not be reinstated under any circumstances. +In December 2024, the Company entered into an investment agreement with two independent investors, +Wuhu Hua’an Zhanxin Equity Investment F und Partnership (Limi ted Partnership) ( 蕪湖華安戰新股權投資基金 +合夥企業（有限合夥）)( ‘ ‘Series D1 Shares ’’) and Wuhu Fanchang District Xingnong Industrial Investment Fund +Co., Ltd. ( 蕪湖市繁昌區興農產業投資基金有限公司)( ‘ ‘Series D2 Shares ’’), pursuant to which the Series D1 +Shares investor made a total investment of RMB40,000,000 as consideration for subscription of the Company’s +1,211,000 ordinary shares and Series D2 Shares investor made a total investment of RMB35,000,000 as +consideration for subscription of the Company’s 1, 059,000 ordinary shares. The Company had received full +consideration of Series D1 Shares and Series D2 Shares by December 2024 and January 2025, respectively. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 0– + + +--- page 303 --- +According to the investment agreements effective during the Relevant Periods, the key features of the +preferential rights, namely liquidati on rights, anti-dilution rights and r edemption rights, are summarised as +follows: +(a) Liquidation rights +Series A Shares/Series B Shares/Series C1 and C2 Shares +In the event of any liquidation, dissolution or t ermination of the Company, after paying the +liquidation expenses, employees’ wages and labour insurance expenses, taxes owed and the +Company’s debts in accordance with the law, the remaining assets obtained after the liquidation of +the Company shall be distributed in the following order: (i) Series C2 Shares holder has the right to +priority distribution according to the proportion of the Company’s equity held at that time; (ii) +Series C1 Shares holder has the right to priority distribution according to the proportion of the +Company’s equity held at that time; (iii) Series B Sha res holder has the right to priority distribution +according to the proportion of the Company’s equi ty held at that time, (iv) Series A Shares holder +has the right to obtain the amount equivalent to 100% of the investment paid and the undistributed +profit corresponding to the shares obtained based on shareholding. +S e r i e sD 1a n dD 2S h a r e s +There is no liquidation pr iority in this agreement. +(b) Anti-dilution rights +Series A Shares/Series B Shares/Series C1 and C2 Shares +If the Company issues new shares, any new inst ruments that are convertible into shares, or +increases its paid-in capital at a price lower tha n the price paid by the investors of Series A Shares, +Series B Shares, Series C1 Shares and Series C2 Share s on a per paid-in capital basis, the investors +have a right to require the Company to issue additi onal paid-in capital at nil consideration or the +lowest issue price permitted by law to the investo rs, and the investors also have a right to require the +controlling shareholders to transfer shares to the i nvestors at nil consideration or at the lowest issue +price permitted by law, so that the total amount pa id by the investors, divided by the total amount +of paid-in capital obtained, is equal to the price per paid-in capital in the new issuance. +S e r i e sD 1a n dD 2S h a r e s +If the Company issues new shares or increases it s paid-in capital at a price lower than the price +paid by the investors of Series D1 and Series D2 Sha res on a per paid-in capital basis, the investors +have a right to require the controlling shareholder t o transfer shares at nil consideration, or require +the Company to issue additional shares at the lowest price permitted by law to the investors, and the +investors also have a right to require the contro lling shareholders or the Company to refund the +price difference between the original paid-in capi tal price and the new paid-in capital price based on +the respective shareholding in the Company, so tha t the total amount paid by the investors, divided +by the total amount of paid-in capital obtained, i s equal to the price per paid-in capital in the new +issuance. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 1– + + +--- page 304 --- +(c) Redemption rights +Series A Shares/Series B Shares/Series C1 and C2 Shares +The investments from the investors shall be redeemed by the Company, certain shareholders +(or third party designated by certain shareholders), at the option of the investors, upon the +occurrence of certain contingent events, includi ng: (i) a qualified IPO has not been consummated by +a certain date, or (ii) major violations of inve stment agreements by the Group or the controlling +shareholders of the Company, with failure to reme dy such acts within the required time limit. The +repurchase price is the original investment princ ipal from the Series A Shares and Series B Shares +investors plus a simple interest rate of 10% per annum and reduced by the accumulated dividends +distributed to the Series A Shares and Series B Shares investors based on their respective +shareholdings in the Company, while the repurchas e price for Series C1 Shares and Series C2 Shares +investors is the original investment principa l plus a simple interest rate of 8% per annum and +reduced by the accumulated dividends distributed or compensation paid to the Series C1 Shares and +Series C2 Shares investors based on their respective shareholdings in the Company. +S e r i e sD 1a n dD 2S h a r e s +The investments from the investors shall be redeemed by the Company, the controlling +shareholder or his spouse, at the option of the investors, upon the occurrence of certain contingent +events, including a qualified IPO has not been consummated by 31 December 2025. The repurchase +price is the investment principal based on thei r respective shareholdings in the Company plus a +simple interest rate of 6% per annum and reduced by the accumulated investment income paid or +dividends distributed to the investors. +Presentation and classification +The Company recognised the Series A Shares, Seri es D1 Shares, Series D2 Shares, and for Series B +Shares, Series C1 Shares and Series C2 Shares, prio r to the execution of the Termination Agreement, +issued to the investors as financial liabilities at FVTP L and classified them as liabilities, because not all +triggering payment events mentioned in the key te rms above were within the control of the Company and +these financial instruments did not meet the definitio n of equity for the Company. Financial liabilities are +measured at fair value and any changes in the fair value of the financial liabilities were recorded in ‘‘Fair +value loss on financial liabilities at FVTPL’’ in the c onsolidated statements of profit or loss and other +comprehensive income. The directors of the Company c onsidered that the changes in the fair value of the +Series A Shares, Series B Shares, Series C1 Share s, Series C2 Shares, Series D1 Shares and Series D2 +Shares attributable to the changes in credit risk of the Group were minimal. +Upon the execution of the Termina tion Agreement, the redemption rights and other preferential +rights granted by the Company to Series B Shares, Series C1 Shares and Series C2 Shares investors were +terminated. The financial liabiliti es at FVTPL were then derecognised an d reclassified to capital reserve as +the substance of the transaction is a shareholder’s transaction. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 2– + + +--- page 305 --- +The movements in the financial liabilities at FVTPL are as follows: +Series A +Shares +Series B +Shares +Series C1 +Shares and +Series C2 +Shares +Series D1 +Shares +Series D2 +Shares Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +At 1 January 2023 256,978 131,741 73,932 – – 462,651 +Changes in fair value 5,557 360 109 – – 6,026 +At 31 December 2023 and +1 January 2024 262,535 132,101 74,041 – – 468,677 +Changes in fair value 3,574 (1,456) (493) – – 1,625 +Payment for repurchase of shares +issued to an investor (135,000) – – – – (135,000) +Termination of preferential +rights (Note a) – (130,645) (73,548) – – (204,193) +Issuance of shares to a new +investor (Note b) – – – 40,000 – 40,000 +At 31 December 2024 and +1 January 2025 131,109 – – 40,000 – 171,109 +Changes in fair value (5,300) – – – – (5,300) +Payment for repurchase of shares +issued to an investor (125,809) – – – – (125,809) +Issuance of shares to a new +investor (Note b) – – – – 35,000 35,000 +Termination of preferential rights +(Note a) – – – (40,000) (35,000) (75,000) +At 31 December 2025 – – – – – – +Notes: +(a) In June 2024, the liquidation preferences, rede mption rights and anti-dilution rights attached +to the Series B Shares, Series C1 Shares and Series C2 Shares granted by the Company were +terminated. In March 2025, the redemption righ ts and anti-dilution rights attached to the +Series D1 and Series D2 granted by the Company were terminated. Financial liabilities at +FVTPL were then derecognised and reclassifi ed to capital reserve as the substance of the +transaction is a shareholder’s transaction. +(b) In December 2024, the Company entered into an investment agreement with two independent +investors in respect of the Series D1 Shares and Series D2 Shares. The Company had received +full consideration of Series D1 Shares and Series D2 Shares by December 2024 and January +2025, respectively. The Company held a shareholders’ meeting and approved the resolution to +increase the registered capital and completed ac cordingly the business registration in January +2025 and February 2025, respectively. +For Series A Shares, Series B Shares, Series C1 an d C2 Shares, the Company applied the discounted +cash flow method (‘‘ DCF’’) to determine the underlying share value of the Company and performed an +equity allocation based on the hybrid method to arri ve at the fair value of the investors’ shares at the end +of each of the Relevant Periods with reference to valuation reports carried out by PG Advisory (‘‘ PGA’’), +an independent qualified valuer. The hybrid method is a hybrid between the probability-weighted +expected return method (‘‘ PWERM ’’) and the option pricing method (‘‘ OPM’’), estimating the +probability-weighted value across multiple scenar ios while using the OPM to estimate the allocation of +value within one or more of those scenarios. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 3– + + +--- page 306 --- +In addition to the underlying share value of the Company determined by the DCF, other key +valuation assumptions used in the OPM model t o determine the fair value are as follows: +As at 31 December +2023 2024 +Risk-free interest rate 2.2% 1.5% +Discount for lack of marketability (‘‘ DLOM ’’) 10.1% 8.0% +Volatility 37.2% 35.8% +The investment consideration of Series D1 Shares was received by the Company on 26 December +2024. The Company applied the recent transaction pr ice valuation method to determine the fair value of +the financial liabilities at FVTPL at 31 December 2024 a nd at the date of termination of preferential rights +f o rS e r i e sD 1S h a r e s . +The investment consideration of Series D2 Shares was received by the Company on 3 January 2025. +The Company applied the recent transaction price v aluation method to determine the fair value of the +financial liabilities at FVTPL at the date of termina tion of preferential rights for Series D2 Shares. +25. DEFERRED TAX +The movements in deferred tax assets and liabili ties during the Relevant Periods are as follows: +Deferred tax assets +Losses +available for +offsetting +against future +taxable +profits +Unrealised +profits for +intercompany +transactions +Impairment of +assets +Deferred +income +Lease +liabilities Others Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +At 1 January 2023 35,306 7,149 3,764 950 457 1,176 48,802 +Deferred tax (charged)/credited +to profit or loss during the +year (note 11) (6,715) 596 (262) (182) 516 5,387 (660) +Gross deferred tax assets at +31 December 2023 28,591 7,745 3,502 768 973 6,563 48,142 +At 1 January 2024 28,591 7,745 3,502 768 973 6,563 48,142 +Deferred tax (charged)/credited +to profit or loss during the +year (note 11) (17,785) 1,240 453 (122) (491) (2,869) (19,574) +Gross deferred tax assets at +31 December 2024 10,806 8,985 3,955 646 482 3,694 28,568 +At 1 January 2025 10,806 8,985 3,955 646 482 3,694 28,568 +Deferred tax (charged)/credited +to profit or loss during the +year (note 11) (7,420) 1,386 701 389 259 3,219 (1,466) +Gross deferred tax assets at +31 December 2025 3,386 10,371 4,656 1,035 741 6,913 27,102 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 4– + + +--- page 307 --- +Deferred tax liabilities +Depreciation +allowance in +excess of +related +depreciation +Right-of- +use +assets Total +RMB’000 RMB’000 RMB’000 +At 1 January 2023 1,198 532 1,730 +Deferred tax (credited)/charged to profit or loss +during the year (note 11) (187) 499 312 +Gross deferred tax liabilities at 31 December 2023 1,011 1,031 2,042 +At 1 January 2024 1,011 1,031 2,042 +Deferred tax charged/(credited) to profit or loss +during the year (note 11) 5,437 (523) 4,914 +Gross deferred tax liabilities at 31 December 2024 6,448 508 6,956 +At 1 January 2025 6,448 508 6,956 +Deferred tax charged to profit or loss during the +year (note 11) 5,431 371 5,802 +Gross deferred tax liabilities at 31 December 2025 11,879 879 12,758 +For presentation purposes, certain deferred tax assets and liabilitie s have been offset in the consolidated +statements of financial position. The following is an analysis of the deferred tax balances of the Group for +financial reporting purposes: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Net deferred tax assets recognised in the +consolidated statements of fina ncial position 46,100 21,612 14,344 +Deferred tax assets have not been recognised in respect of tax losses of RMB5,177,000, RMB10,237,000 +and RMB9,347,000, respectively, which arose in Chinese m ainland and were available for offsetting against +future taxable profits in one to five years at 31 Decembe r 2023, 2024 and 2025, as it is not considered probable +that taxable profits will be available against which the above items can be utilised. +26. SHARE CAPITAL +Shares +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Issued and fully paid: +Ordinary shares with a par value of +RMB1.00 each 75,665 75,665 67,347 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 5– + + +--- page 308 --- +A summary of movements in the Company’s share capital is as follows: +Number of +shares in issue Share capital +RMB’000 +At 1 January 2023, 31 December 2023, 1 January 2024, 31 December +2024, and 1 January 2025 75,665,000 75,665 +Investment redeemed by an investor (Note (a)) (10,588,000) (10,588) +Issue of shares (Note (b)) 2,270,000 2,270 +At 31 December 2025 67,347,000 67,347 +Notes: +(a) In June 2024, the Company entered into an agreement pursuant to which the Series A Shares +investor exercised the redemption right to repur chase the Series A Shares of 10,588,000 ordinary +shares from the Company through a capital reduction. In November 2024, the Company paid +RMB135,000,000 to the investor to redeem certain ordinary shares from the Company and the +remaining consideration of RMB125,809,000 was settl ed in January 2025. The redemption liabilities +of Series A Shares were fully settled in January 2025. In January 2025, the Company completed the +registration of this capital re duction with relevant authority. +(b) In January 2025, the general meeting of shareholders approved the resolution to increase the +registered capital of the Company by 1,211,000 ordinary shares with an amount of RMB40,000,000 +for Series D1 Shares and 1,059,000 ordinary sh ares with an amount of RMB35,000,000 for Series D2 +Shares. The Company received full consideration for the Series D1 Shares and Series D2 Shares in +December 2024 and January 2025, respectively. In February 2025, the Company completed the +registration of the increase in registered capital with relevant authority. The Company increased its +share capital by 1,211,000 ordinary shares for Series D1 Shares investor and 1,059,000 ordinary +s h a r e sf o rS e r i e sD 2S h a r e si n v e s t o r . +27. RESERVES +Group +The amounts of the Group’s reserves and the movements therein for the Relevant P eriods are presented in +the consolidated statements of changes in equity on page I-7 to page I-8 of the Historical Financial Information. +(a) Capital reserve +The capital reserve represents capital contribution from shareholders of the Group and share-based +payment reserves. Details of the movement in capita l reserve are set out in the consolidated statements of +changes in equity of the Histori cal Financial Information. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 6– + + +--- page 309 --- +(b) Statutory reserve +In accordance with the PRC Company Law and the articles of association of the Company, the +Company is required to appropriate 10% of its net pr ofits after tax, as determined under the Chinese +Accounting Standards, to the statutory surplus reserve until the reserve balance reaches 50% of its +registered capital. Subject to certain restrictions set o ut in the relevant PRC regulations and in the articles +of association of the Company, the statutory surplus reserve may be used either to offset losses, or to be +converted to increase share capital provided that the balance after this conversion is not less than 25% of +the registered capital of the Company. The reserve cannot be used for purposes other than those for which +it is created and is not distributable as cash dividends. +Company +Share +capital +Capital +reserve +Statutory +reserve +(Accumulated +loss)/retained +profits Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +At 1 January 2023 75,665 19,541 12,408 (95,475) 12,139 +Profit and total comprehensive +income for the year – – – 7,700 7,700 +Equity-settled share-based +payment expenses – 337 – – 337 +At 31 December 2023 75,665 19,878 12,408 (87,775) 20,176 +Share +capital +Capital +reserve +Statutory +reserve +(Accumulated +loss)/retained +profits Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +At 1 January 2024 75,665 19,878 12,408 (87,775) 20,176 +Profit and total comprehensive +income for the year – – – 18,839 18,839 +Derecognition of redemption +liabilities due to cancellation of +redemption rights – 204,193 – – 204,193 +Equity-settled share-based +payment expenses – 571 – – 571 +At 31 December 2024 75,665 224,642 12,408 (68,936) 243,779 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 7– + + +--- page 310 --- +Share +capital +Capital +reserve +Statutory +reserve +(Accumulated +loss)/retained +profits Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +At 1 January 2025 75,665 224,642 12,408 (68,936) 243,779 +Profit and total comprehensive +income for the year – – – 27,002 27,002 +Equity-settled share-based +payment expenses – 6,591 – – 6,591 +Issue of Series D1 Shares and +Series D2 Shares (note 26) 2,270 72,730 – – 75,000 +Transfer of Series D1 and Series +D2 Shares to capital reserve +upon issuance of shares with +preferential right – (75,000) – – (75,000) +Derecognition of redemption +liabilities due to cancellation of +redemption rights (note 24) – 75,000 – – 75,000 +Capital reduction of Series A +Shares (note 26) (10,588) (250,221) – – (260,809) +Derecognition of redemption +liabilities due to capital +reduction of Series A Shares +(note 24) – 260,809 – – 260,809 +At 31 December 2025 67,347 314,551 12,408 (61,262) 352,372 +28. SHARE-BASED PAYMENTS +In June 2015, Anhui Jurun Investment Co., Ltd., a company wholly owned by the controlling shareholder +of the Company, Mr. Yang Fan, and his spouse Ms. Li Huim in, transferred 2,400,000 shares of the Company to +Wuhu Kailai Star Investment Partnership Enterprise (Limited Partnership) ( 蕪湖凱萊之星投資合夥企業（有限合 +夥）)( ‘ ‘Kailai Star ’’) at a price of RMB3 per share, with a total transfer consideration of RMB7,200,000. As at +this equity transfer date, the Company was 100% ow ned by the controlling shareholder and his spouse. +The Group adopted share incentive plans for the pur pose of attracting and retaining directors, senior +management, employees who promote the success of the G roup’s operations. Kailai Star was established as an +employee shareholding platform to grant restricted s hares to employees. Out of 67,347,000 issued ordinary +shares of the Company, 2,400,000 shares were held by Kailai Star. +On 20 August 2015 (the date of grant), 350,000 restricte d shares were granted to 15 eligible participants at +a price of RMB3 per share. The fair value of restricted shares granted was RMB3.44 per share at the grant date. +During the years ended 31 December 2023, 2024 and 2025, no shares were forfeited. At 31 December 2023, 2024 +and 2025, the Company had 145,000, 145,000 and 145,000 restri cted shares, respectively. The fair value of the +shares granted was estimated as at the date of grant usi ng the backsolve method, taking into account the terms +and conditions upon which the restricted shares were granted. +On 21 June 2018 (the date of grant), 371,000 restricted shares were granted to 22 eligible participants at a +price of RMB6 per share. The fair value of restricted shares granted was RMB11.28 per share at the grant date. +During the years ended 31 December 2023, 2024 and 2025, no shares were forfeited. At 31 December 2023, 2024 +and 2025, the Company had 92,000, 92,000 and 92,000 restri cted shares, respectively. The fair value of the +shares granted was estimated as at the date of grant u sing the interpolation method, taking into account the +terms and conditions upon which the restricted shares were granted. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 8– + + +--- page 311 --- +On 15 January 2020 (the date of grant), 166,000 restrict ed shares were granted to 19 eligible participants at +a price of RMB6 per share. The fair value of restricted shares granted was RMB17.68 per share at the grant +date. During the years ended 31 December 2023, 2024 and 2025, 10,000 shares, no shares, and no shares were +forfeited, respectively, because of the resignatio n of employees. At 31 December 2023, 2024 and 2025, the +Company had 100,000, 100,000 and 100,000 restricted shares , respectively. The fair value of the shares granted +was estimated as at the date of grant using the market a pproach — comparable companies multiples approach, +taking into account the terms and conditions upon which the restricted shares were granted. +On 8 October 2023 (the date of grant), 237,000 restricted shares were granted to 12 eligible participants at +a price of RMB6 or RMB8 per share. The fair value of rest ricted shares granted was RMB18.21 per share at the +grant date. During the years ended 31 December 2023, 20 24 and 2025, no shares were forfeited. During the year +ended 31 December 2025, 10,000 restricted shares gran ted to employees were cancelled during the vesting +period. At 31 December 2023, 2024 and 2025, the Company ha d 237,000, 237,000 and 227,000 restricted shares, +respectively. The fair value of the shares granted was e stimated as at the date of grant using the hybrid method +between the PWERM and the OPM, taking into account the terms and conditions upon which the restricted +shares were granted. +In January 2025, the Group granted equity incentive awards to 37 employees. After taking into account +the number of employees eligible for the above share in centive plans, the number of partners of Kailai Star +would exceed the upper limit stipulated in Kailai Star’ p artnership agreement. Mr. Y ang Fan, the controlling +shareholder of the Company, transferred 41.67% equi ty interests in Kailai Star (corresponding to 1,000,000 +shares of the Company) for consideration of RMB3, 000,000 to Wuhu Liuliu Star Enterprise Management +Partnership (Limited Partnership) ( 蕪湖溜溜之星企業管理合夥企業（有限合夥）)( ‘ ‘Liuliu Star ’’), which was +established in January 2025 as an employee shareholding platform to grant restricted shares to employees. +On 20 January 2025 (the date of grant), 997,000 restrict ed shares were granted to 37 eligible participants at +a price of RMB6 or RMB8 per share. The fair value of rest ricted shares granted was RMB26.39 per share at the +grant date. During the year ended 31 December 2025, 100,000 shares were forfeited because of the resignation of +employees, and 200,000 shares granted to employees were cancelled during the vesting period. At 31 December +2025, the Company had 697,000 restricted shares. The fa ir value of the shares granted was estimated as at the +date of grant using the backsolve method, taking into account the terms and conditions upon which the +restricted shares were granted. +For the restricted shares granted in 2015, 2018 and 2020, the vesting conditions of the restricted shares +requires that, incentive employees shall unconditionally t ransfer their shares to Mr. Yang Fan, the controlling +shareholder of the Company, or a third party designate d by him, at the original consideration, under any of the +following circumstances: (i) within 5 years from the d ate the employee obtain the restricted shares of the +Company, if any employees of the Group leaves for any re ason; (ii) other circumstances, including but limited +to, if being incompetent, being unqualified, infri ngement on the interests of the Group, violation of +non-competition obligat ions and illegal crime. +For the restricted shares granted in 2023, the vesti ng condition of the restricted shares requires that, +incentive employees shall unconditiona lly transfer their shares to Mr. Yang F an, the controlling shareholder of +the Company, or a third party designated by him, at th e original consideration, under any of the following +circumstances: (i) the earlier of either within 5 years fr om the date the employees obtain the restricted shares of +the Company or 36 months before the successful IPO of the Company, if any employee of the Group leaves for +any reason; (ii) other circumstances, including but limited to, being incompetent, being unqualified, +infringement on the interests of the Group, violatio n of non-competition obligations and illegal crime. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 9– + + +--- page 312 --- +For these four incentive plans, if a qualified IPO has not been consummated by a certain date, the +controlling shareholder agrees to repurchase these restri cted shares at their original price. If the Company has a +successful IPO, the restricted shares h eld by the employees could be transferred under the restriction period and +restriction conditions stipulated by laws and regulati ons and agreements with Kail ai Star. In addition, without +the approval of the controlling shareholder, the employ ees of the Group shall not transfer restricted shares of +the Company granted to other participants of the incenti v ep l a n so ro t h e rt h i r dp a r t ies other than participants; +and shall not make any agreement with any third party on the disposal of the restricted shares (including but not +l i m i t e dt ot h et r a n s f e ro fs h a r e s ,p l edge or transfer of income rights). +For the restricted shares granted in 2025, the lock- up period for the Company’s restricted shares shall +commence on the grant date and end 24 months after the successful IPO of the Company. Upon the expiration +of the lock-up period and the Company’s Chairman conf irmation from that the unlocking conditions have been +met and the Company’s shares have listed on The Stock Exchange of Hong Kong Limited (‘‘ Stock Exchange ’’) +for 24 months, the Company may process the unlocking pro cedures for the restricted shares in accordance with +the incentive plan. The incentive empl oyees’ right to dispose of the restrict ed shares during the aforementioned +post-unlock sale period shall not be affected by whethe r their employment relationship with the Company +remains in effect. +Upon the implementation of the incentive plan in January 2025, the incentive plans for restricted shares +granted in 2015, 2018, 2020 and 2023 have been modified to align with the incentive plan of 2025. The +modification of incentive plan does not have material im pact to the Group’s Historical Financial Information. +After taking into account the best estimation of the I PO, the management determined the vesting period of +the relevant restricted shares based on the above ser vice requirements. As such, the share-based payment +expenses are recognised over the vesting period. Du ring the years ended 31 December 2023, 2024 and 2025, +share-based payment expenses of RMB337,000, RMB571,000, and RMB6,591,000 were charged to profit or +loss, respectively. +29. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS +(a) Major non-cash transactions +During the Relevant Periods, the Group had non-cash additions of right-of-use assets of +RMB3,856,000, nil and RMB3,731,000, and additions to lease liabilities of RMB3,856,000, nil and +RMB3,731,000, respectively, in respect of lease arrangements. +(b) Changes in liabilities arising from financing activities +Financial +Liabilities at +FVTPL +Interest- +bearing bank +borrowings +Lease +liabilities +RMB’000 RMB’000 RMB’000 +At 1 January 2023 462,651 223,816 1,829 +Changes from financing cash flows – (51,436) (1,892) +Interest expense – 7,817 149 +New leases – – 3,856 +Lease modifications – – (47) +Fair value changes 6,026 – – +At 31 December 2023 and 1 January 2024 468,677 180,197 3,895 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 0– + + +--- page 313 --- +Financial +Liabilities at +FVTPL +Interest- +bearing bank +borrowings +Lease +liabilities +RMB’000 RMB’000 RMB’000 +Changes from financing cash flows (95,000) 133,484 (2,086) +Interest expense – 7,652 121 +Fair value changes 1,625 – – +Derecognition of redemption liabilities due to +termination of preferential rights (204,193) – – +At 31 December 2024 and 1 January 2025 171,109 321,333 1,930 +Changes from financing cash flows (90,809) 140,980 (2,836) +Fair value changes (5,300) – – +Interest expense – 13,080 141 +New leases – – 3,731 +Derecognition of redemption liabilities due to +termination of preferential rights (75,000) – – +At 31 December 2025 – 475,393 2,966 +(c) Total cash outflow for leases +The total cash outflow for leases included in the cons olidated statements of cash flows is as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within operating activities 2,910 3,749 4,374 +Within investing activities 150 – – +Within financing activities 1,892 2,086 2,836 +Total 4,952 5,835 7,210 +30. CONTINGENT LIABILITIES +As at 31 December 2023, 2024 and 2025, neither the Group nor the Company had any significant +contingent liabilities. +31. PLEDGE OF ASSETS +Details of the Group’s assets pledged for the Group’s bi lls payable and the letter of credits are included in +note 20 to the Historical Financial Information. +32. COMMITMENTS +The Group had the following contractual commitm ents at the end of each of the Relevant Periods: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Contracted, but not provided for purchase of +property, plant and equipment 46,129 34,285 77,816 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 1– + + +--- page 314 --- +33. RELATED PARTY TRANSACTIONS +The Group had the following material transactions w ith related parties during the Relevant Periods: +(a) Transactions with a related party: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Purchases of products from an entity +controlled by a family member closely +related to the controlling shareholder of the +Company (Note) 242 885 961 +Note: The purchases from the related party wer e made according to the published prices and +conditions offered by the related party to its major customers. +(b) Outstanding balances with related parties: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Other payables due to an entity controlled by a +family member closely related to the +controlling shareholder of the Company* 28 28 – +* These balances with the relat ed party are non-trade in nature. +The outstanding balances with related parties are unsecured, interest-free and repayable on demand. +(c) Guarantees provided by related parties: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Guarantees provided by the controlling +shareholder and his spouse for the Group’s +bank loans 180,197 321,333 250,170 +As of 31 December 2025, the Group has agreed with ba nks to irrevocably discharge the controlling +shareholder and his spouse from all loan guarante e obligations of RMB250,170,000 in respect of the +Group’s bank borrowings and accrued interest t hereon upon the commencement of trading of the +Company’s shares on the Stock Exchange, and the Group shall provide othe r alternative assets as +guarantee. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 2– + + +--- page 315 --- +(d) Compensation of key management personnel of the Group: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Salaries, allowances and ben efits in kind 2,251 3,004 6,977 +Performance related bonuses 506 526 879 +Equity-settled share-based payment expenses 87 185 4,993 +Pension scheme contributions 102 199 404 +Total compensation paid to key management +personnel 2,946 3,914 13,253 +Further details of directors’ and supervisors’ em oluments are included in note 9 to the Historical +Financial Information. +(e) Redemption rights or other preferential rights +Upon the effective dates of the termination agreeme nts for Series B Shares, Series C1 Shares, Series +C2 Shares, Series D1 Shares and Series D2 Shares, the Company is no longer a party to, and does not +guarantee or bear any obligation in respect of, the re demption rights borne solely by the shareholders or +any third party designated by them. In the opini on of the directors, there are no side agreements or +arrangements relating to such redempti on rights or other preferential rights. +34. FINANCIAL INSTR UMENTS BY CATEGORY +The carrying amounts of each of the categories of fi nancial instruments as at the end of each of the +Relevant Periods are as follows: +Financial assets +Financial assets at amortised cost +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade and bills receivables 80,526 162,928 220,996 +Financial assets included in prepayments, other +receivables and other assets 12,834 48,036 46,227 +Pledged bank deposits 34,732 49,662 77,187 +Cash and cash equivalents 67,392 78,047 33,904 +Total 195,484 338,673 378,314 +Financial assets at FVOCI +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Financial assets at FVOCI 983 30 – +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 3– + + +--- page 316 --- +Financial liabilities +Financial liabilities at amortised cost +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade and bills payables 184,957 290,909 346,129 +Financial liabilities in cluded in other payables and +accruals 83,543 83,024 111,172 +Interest-bearing bank borrowings 180,197 321,333 475,393 +Lease liabilities 3,895 1,930 2,966 +Total 452,592 697,196 935,660 +Financial liabilities at FVTPL designated +as such upon initial recognition +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Financial liabilities at FVTPL 468,677 171,109 – +35. FAIR VALUE AND FAIR VALUE HIERARCHY O F FINANCIAL ASSETS AND LIABILITIES +The carrying amounts of the Group’s financial inst ruments, other than those carrying amounts that +reasonably approximate to f a i rv a l u e sa r ea sf o l l o w s : +Carrying amount +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Financial assets +Financial assets at FVOCI 983 30 – +Financial liabilities +Financial liabilities at FVTPL 468,677 171,109 – +Fair value +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Financial assets +Financial assets at FVOCI 983 30 – +Financial liabilities +Financial liabilities at FVTPL 468,677 171,109 – +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 4– + + +--- page 317 --- +Management has assessed that the fair values of cash a nd cash equivalents, pledged bank deposits, trade +and bills receivables, trade and bills payables, financia l assets included in prepayments, other receivables and +other assets, financial liabilities included in other payab les and accruals, and interest-bearing bank borrowings +approximate to their carrying amounts largely due to the short-term maturities of these instruments. +The Group’s finance department headed by the finance manager is responsible for determining the policies +and procedures for the fair value measurement of financial instruments. At the end of the Relevant Periods, the +finance department analyses the movements in the valu es of financial instruments and determines the major +inputs applied in the valuation. The valuation is revi ewed and approved by the chief financial officer. +The fair values of the financial assets and liabilit ies are included at the amount at which the instrument +could be exchanged in a current transa ction between willing parties, other than in a forced or liquidation sale. +The fair values of the financial assets at FVOCI have been calculated by discounting the expected future +cash flows. The financial assets at FVOCI which are bil ls receivable from certain prestigious banks, are held by +the Group with a dual focus: collecting the expected cash flows and exploring opportunities for sale. The +changes in fair value as at 31 December 2023 and 2024 were assessed to be insignificant. +The fair values of the redemption lia bilities on equity shares measured at FVTPL are determined using the +discounted cash flow model or recent transaction price valuation method. Further details are set out in note 24 +to the Historical Financial Information. +Fair value hierarchy +The following tables illustrate the fair value measurement hierarchy of the Group’s financial +instruments: +Assets measured at fair value: +As at 31 December 2023 +Fair value measurement using +Quoted prices +in active +markets +(Level 1) +Significant +observable +inputs +(Level 2) +Significant +unobservable +inputs +(Level 3) Total +RMB’000 RMB’000 RMB’000 RMB’000 +Financial assets at FVOCI – 983 – 983 +As at 31 December 2024 +Fair value measurement using +Quoted prices +in active +markets +(Level 1) +Significant +observable +inputs +(Level 2) +Significant +unobservable +inputs +(Level 3) Total +RMB’000 RMB’000 RMB’000 RMB’000 +Financial assets at FVOCI – 30 – 30 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 5– + + +--- page 318 --- +As at 31 December 2025 +Fair value measurement using +Quoted prices +in active +markets +(Level 1) +Significant +observable +inputs +(Level 2) +Significant +unobservable +inputs +(Level 3) Total +RMB’000 RMB’000 RMB’000 RMB’000 +Financial assets at FVOCI – – – – +During the Relevant Periods, there were no tr ansfers of fair value measurements between +Level 1 and Level 2 and no transfers into or out of Level 3 for financial assets. +The following tables illustrate the fair value measurement hierarchy of the Group’s financial +instruments: +Liabilities measured at fair value: +As at 31 December 2023 +Fair value measurement using +Quoted prices +in active +markets +(Level 1) +Significant +observable +inputs +(Level 2) +Significant +unobservable +inputs +(Level 3) Total +RMB’000 RMB’000 RMB’000 RMB’000 +Financial liabilities at +FVTPL – – 468,677 468,677 +As at 31 December 2024 +Fair value measurement using +Quoted prices +in active +markets +(Level 1) +Significant +observable +inputs +(Level 2) +Significant +unobservable +inputs +(Level 3) Total +RMB’000 RMB’000 RMB’000 RMB’000 +Financial liabilities at +FVTPL – 40,000 131,109 171,109 +As at 31 December 2025 +Fair value measurement using +Quoted prices +in active +markets +(Level 1) +Significant +observable +inputs +(Level 2) +Significant +unobservable +inputs +(Level 3) Total +RMB’000 RMB’000 RMB’000 RMB’000 +Financial liabilities at +FVTPL – – – – +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 6– + + +--- page 319 --- +During the Relevant Periods, there were no tr ansfers of fair value measurements between +Level 1 and Level 2 and no transfers into or out of Level 3 for financial liabilities. +Below is a summary of significant unobservable input s to the valuation of financial liabilities at +FVTPL with an analysis as at 31 December 2023 and 2024. +Valuation +technique +Significant +unobservable +input Weighted average +Sensitivity of fair +value to the input +Financial Liabilities at +FVTPL +Discounted cash +flow method +Risk-free +interest rate +2024 : 1.5% 2024 : 1% increase/decrease in +risk-free interest rate would +result in decrease/increase in +fair value by RMB3,060,000/ +RMB2,376,000 +2023 : 2.2% 2023 : 1% increase/decrease in +risk-free interest rate would +result in decrease/increase in +fair value by RMB3,723,000/ +RMB4,678,000 +DLOM 2024 : 8.0% 2024 : 1% increase/decrease in +DLOM would result in +decrease/increase in fair +value by RMB4,904,000/ +RMB3,753,000 +2023 : 10.1% 2023 : 1% increase/decrease in +DLOM would result in +decrease/increase in fair +value by RMB4,939,000/ +RMB4,339,000 +Volatility 2024 : 35.8% 2024 : 1% increase/decrease in +volatility would result in +increase/decrease in fair +value by RMB556,000/ +RMB551,000 +2023 : 37.2% 2023 : 1% increase/decrease in +volatility would result in +increase/decrease in fair +value by RMB699,000/ +RMB707,000 +The DLOM represents the amounts of discounts determi ned by the Group that market participants would +take into account when pricing the investments. +36. FINANCIAL RISK MANAGEMEN T OBJECTIVES AND POLICIES +The Group’s principal financial instruments comprise fi nancial liabilities at FVTP L, interest-bearing bank +borrowings, and cash and bank balances. The main purpose o f these financial instrumen ts is to raise finance for +the Group’s operations. The Group has v arious other financial assets and l iabilities such as trade and bills +receivables, financial assets included in prepayments, o ther receivables and other assets, trade and bills payables +and financial liabilities included in other payables and accruals which arise directly from its operations. +The main risks arising from the Group’s financial in struments are interest rate risk, credit risk and +liquidity risk. The board of directors reviews and agrees policies for managing each of these risks and they are +summarised below. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 7– + + +--- page 320 --- +Interest rate risk +The Group’s exposure to the risk of changes in marke t interest rates relates primarily to the Group’s +short term obligations wi th fixed interest rates. +After the assessment, the directors of the Compan y consider the Group’s exposure to interest rate +risk to be not significant. +Credit risk +At the end of each of the Relevant Periods, the Gr oup had concentration of credit risk as 74.13%, +71.31% and 72.16% of the Group’s trade receivables an d trade receivables were due from the Group’s five +largest customers, respectively. The Group’s cas h and cash equivalents a re mainly deposited with +state-owned banks and other medium or large-size d listed banks in Chinese mainland. The carrying +amounts of trade and bills receivables, financial asset s included in prepayments, other receivables and +other assets, pledged bank deposits, cash and cash equi valents included in the consolidated statements of +financial position represent the Group’s maximum expos ure to credit risk in relatio n to its financial assets. +The Group has no other financial assets which carry significant exposure to credit risk. +The Group trades only with recognised and creditwo rthy third parties. Concen trations of credit risk +are managed through customer/counterparty analysi s. In addition, receivable balances are monitored on +an ongoing basis. +Maximum exposure and year-end staging +The table below shows the credit quality and the maximum exposure to credit risk based on the +Group’s credit policy, which is mainly based on past due information unless other information is available +without undue cost or effort, and year-end staging c lassification as at 31 December 2023, 2024 and 2025. +As at 31 December 2023 +12-month +ECLs Lifetime ECLs +Stage 1 Stage 2 Stage 3 +Simplified +approach Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Trade receivables* – – – 84,013 84,013 +Bills receivable 2,012 – – – 2,012 +Financial assets at +FVOCI 983 – – – 983 +Financial assets included +in prepayments, other +receivables and other +assets — Normal** 13,169 – – – 13,169 +Pledged bank deposits 34,732 – – – 34,732 +Cash and cash equivalents +— Not yet past due 67,392 – – – 67,392 +Total 118,288 – – 84,013 202,301 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 8– + + +--- page 321 --- +As at 31 December 2024 +12-month +ECLs Lifetime ECLs +Stage 1 Stage 2 Stage 3 +Simplified +approach Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Trade receivables* – – – 168,283 168,283 +Bills receivable 1,967 – – – 1,967 +Financial assets at +F V O C I 3 0––– 3 0 +Financial assets included +in prepayments, other +receivables and other +assets — Normal** 48,691 – – – 48,691 +Pledged bank deposits 49,662 – – – 49,662 +Cash and cash equivalents +— Not yet past due 78,047 – – – 78,047 +Total 178,397 – – 168,283 346,680 +As at 31 December 2025 +12-month +ECLs Lifetime ECLs +Stage 1 Stage 2 Stage 3 +Simplified +approach Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Trade receivables* – – – 228,395 228,395 +Bills receivable 1,806 – – – 1,806 +Financial assets included +in prepayments, other +receivables and other +assets — Normal** 47,480 – – – 47,480 +Pledged bank deposits 77,187 – – – 77,187 +Cash and cash equivalents +— Not yet past due 33,904 – – – 33,904 +Total 160,377 – – 228,395 388,772 +* For trade receivables to which the Group applie s the simplified approach for impairment, +information is disclosed in note 18 to t he Historical Financial Information. +** The credit quality of the financial assets included in prepayments, other receivables and other +assets is considered to be ‘‘normal’’ when they are not past due and there is no information +indicating that the financial assets had a sign ificant increase in credit risk since initial +recognition. +Further quantitative data in respect of the Gr oup’s exposure to credit risk arising from trade +receivables are disclosed in note 18 to th e Historical Financial Information. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 9– + + +--- page 322 --- +Liquidity risk +The Group monitors its risk to a shortage of funds us ing a recurring liquidity planning tool. This +tool considers the maturity of both its financial instr uments and financial assets (e.g., trade and bills +receivables) and projected ca sh flows from operations. +The Group’s objective is to maintain a balance betw een continuity of funding and flexibility through +the use of bank loans. +The maturity profile of the Group’s financial liabil ities as at the end of each of the Relevant Periods, +based on the contractual undiscounted payments, is as follows: +31 December 2023 +Within +1y e a r +W i t h i n2t o +5y e a r s +Over +5y e a r s T o t a l +RMB’000 RMB’000 RMB’000 RMB’000 +Trade and bills payables 184,957 – – 184,957 +Financial liabilities included in other +payables and accruals 83,543 – – 83,543 +Interest-bearing bank borrowings 182,464 – – 182,464 +Lease liabilities 2,086 2,055 – 4,141 +Financial liabilities at FVTPL 250,952 290,844 – 541,796 +Total 704,002 292,899 – 996,901 +31 December 2024 +Within +1y e a r +W i t h i n2t o +5y e a r s +Over +5y e a r s T o t a l +RMB’000 RMB’000 RMB’000 RMB’000 +Trade and bills payables 290,909 – – 290,909 +Financial liabilities included in other +payables and accruals 83,024 – – 83,024 +Interest-bearing bank borrowings 326,844 – – 326,844 +Lease liabilities 853 1,202 – 2,055 +Financial liabilities at FVTPL 172,080 – – 172,080 +Total 873,710 1,202 – 874,912 +31 December 2025 +Within +1y e a r +W i t h i n2t o +5y e a r s +Over +5y e a r s T o t a l +RMB’000 RMB’000 RMB’000 RMB’000 +Trade and bills payables 346,129 – – 346,129 +Financial liabilities included in other +payables and accruals 111,172 – – 111,172 +Interest-bearing bank borrowings 480,362 – – 480,362 +Lease liabilities 2,432 625 – 3,057 +Total 940,095 625 – 940,720 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 8 0– + + +--- page 323 --- +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 and to maintain health y capital ratios in order to support its business and +maximise equity holders’ value. +The Group manages its capital structure and makes adjustments to it in light of changes in economic +conditions and the risk characteristics of the underlying assets. To maintain or adjus t the capital structure, +the Group may adjust the dividend payment to share holders, return capital to shareholders or issue new +shares. No changes were made in the objectives, pol icies or processes for managing capital during the +Relevant Periods. +The Group monitors capital using an asset-liability ratio, which is total liabilities divided by total +assets. The asset-liability ratio as at the end of each of the reporting periods were as follows: +The debt-to-asset ratio at the end of each of the Relevant Periods were as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Total liabilities 1,1 29,197 1,053,019 1,108,446 +Total assets 1,394,662 1,670,967 1,990,073 +Debt-to-asset ratio 80.97% 63.02% 55.70% +37. INVESTMENTS IN SUBSIDIARIES +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Investments, at cost 290,326 341,729 341,729 +All subsidiaries are set out in note 1. +38. EVENTS AFTER THE RELEVANT PERIODS +On 1 April 2026, the Company established a new wholly -owned subsidiary, Zhangzhou Nida Agricultural +Technology Co., Ltd, with a registered share capital of RMB10,000,000. The subsidiary is primarily engaged in +procurement and preliminary processing of agricultural products. +In April 2026, the Group obtained new unutilise d banking facilities from banks amounting to +RMB92,790,000. +On 10 May 2026, the Company declared dividends of RMB67,347,000 to its shareholders based on their +equity interests in the Company as of 31 March 2026, which was fully paid on 12 May 2026. +39. SUBSEQUENT FINANCIAL STATEMENTS +No audited financial statements have been prepared by the Company, the Group or any of its subsidiaries +in respect of any period subsequent to 31 December 2025. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 8 1– + + +--- page 324 --- +The following information does not form part of the Accountants’ Report prepared by +Ernst & Young, Certified Public Accountants, Hong Kong, the Company’s reporting +accountants, as set out in Appendix I to this Prospectus, and is included herein for +illustrative purpose only. The un audited pro forma financial i nformation should be read in +conjunction with the section headed ‘‘Financial Information’’ in this Prospectus and the +Accountants’ Report set out in Appendix I to this Prospectus. +A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED +NET TANGIBLE ASSETS +The following unaudited pro forma adjusted consolidated net tangible assets of the +Group has been prepared in accordance with paragraph 4.29 of the Listing Rules and with +reference to Accounting Guideline 7 Preparation of Pro Forma Financial Information for +Inclusion in Investment Circulars as issued by the HKICPA for illustration purposes only, +and is set out below to illustrate the effect of the Global Offering on the consolidated net +assets of the Group attributable to owners of the Company as of 31 December 2025 as if it +had taken place on 31 December 2025. +The unaudited pro forma adjusted consolidated net tangible assets of the Group has +been prepared for illustration purpose only and , because of its hypothetical nature, it may +not give a true picture of the consolidated net tangible assets of the Group attributable to +owners of the Company had the Global Offering been completed as at 31 December 2025 or +any future dates. +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 as at +31 December +2025 +Unaudited pro forma adjusted +consolidated net tangible assets +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 an +Offer Price of +HK$43.58 per +Share 879,791 402,079 1,281,870 16.27 18.66 +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +–I I - 1– + + +--- page 325 --- +Notes: +(1) The consolidated net tangible assets of the Gr oup attributable to owne rs of the Company as at 31 +December 2025 was equal to the consolidated net assets attributable to owners of the Company as at +31 December 2025 of RMB881,627,000 after deducti ng other intangible asset of RMB1,836,000 set +out in the Accountants’ Report in Appendix I to this prospectus. +(2) The estimated net proceeds from the Global Offering are based on 11,464,100 Offer Shares at the +Offer Price of HK$43.58 per Share, after deducti on of the underwriting commissions and fees and +other related expenses (excluding listing expen ses of RMB18,472,000 which have been recorded in +the consolidated statements of profit or loss and o ther comprehensive income). It does not take into +account of any Shares which may be issued upon the exercise of the Over-allotment Option or any +Shares which may be issued or repurchased by the Company pursuant of the Company’s general +mandates. +(3) The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to +owners of the Company per Share is calculated afte r making the adjustments referred to note 2 and +on the basis that 78,811,208 Shares are in issu e assuming that the Global Offering had been +completed on 31 December 2025, without taking into account of any shares which may be allotted +and issued upon the exercise of the Over-allotment Option. +(4) For the purpose of this unaudited pro forma adjus ted consolidated net tangible assets, the balances +stated in RMB are converted into HK$ at the rate of RMB1 to HK$0.8716. No representation is +made that the Hong Kong dollar amounts have been, could have been or may be converted to +Renminbi, or vice versa, at that rate or any other rates or at all. +(5) The unaudited pro forma adjusted consolidated net tangible assets attri butable to owners of the +Company does not take into account the dividend s of RMB67,347,000 declared by the Company to +its shareholders on 10 May 2026. Had the dividends been taken into account, the unaudited pro +forma adjusted consolidated net tangible as sets per Share would be approximately HK$17.68 +(assuming an Offer Price of HK$43.58 per Share). +(6) No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets +to reflect any trading results or other transact ions of the Group entered into subsequent to 31 +December 2025. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +–I I - 2– + + +--- page 326 --- +Ernst & Young +27/F, One Taikoo Place +979 King’s Road +Quarry Bay, Hong Kong + ᠔ +佭␃凖儮⍠㣅ⱛ䘧 + +㰳 +໾সഞϔᑻῧ + Tel 䳏䁅: +852 2846 9888 +Faxⳳ: +852 2868 4432 +ey.com +B. INDEPENDENT REPORTING ACCO UNTANTS’ ASSURANCE REPORT ON +THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL +INFORMATION +To the Directors of Liuliumei Co., Ltd. +We have completed our assurance engagement to report on the compilation of +unaudited pro forma financial informatio n of Liuliumei Co., Ltd. (the ‘‘Company’’) +and its subsidiaries (hereinafter collectively referred to as the ‘‘Group’’) by the +directors of the Company (the ‘‘Directo rs’’) for illustrative purposes only. The +unaudited pro forma financial informat ion consists of the unaudited pro forma +consolidated net tangible assets as at 31 December 2025, and related notes as set out on +pages II-1 to II-2 of the prospectus dated 5 June 2026 (the ‘‘Prospectus’’) issued by the +Company (the ‘‘Unaudited Pro Forma Financia l Information’’). The applicable criteria +on the basis of which the Directors have compiled the Unaudited Pro Forma Financial +Information are described in Part A of Appendix II to the Prospectus. +The Unaudited Pro Forma Financial Information has been compiled by the +Directors to illustrate the impact of the global offering of shares of the Company on +the Group’s financial position as at 31 December 2025 as if the transaction had taken +place at 31 December 2025. As part of this pr ocess, information about the Group’s +financial position, has been extracted by the Directors from the Group’s financial +statements for the period ended 31 December 2025, on which an accountants’ report +has been published. +Directors’ responsibility for the Unaudi ted Pro Forma Financial Information +The Directors are responsible for compiling the Unaudited Pro Forma Financial +Information in accordance with paragraph 4 .29 of the Rules Governing the Listing of +Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and +with reference to Accounting Guideline (‘‘AG’’) 7 Preparation of Pro Forma Financial +Information for Inclusion in Investment Circulars as issued by the Hong Kong Institute +of Certified Public Accountants (the ‘‘HKICPA’’). +Our independence and quality management +We have complied with the independence and other ethical requirements of the +Code of Ethics for Professional Accountants as issued by the HKICPA, which is +founded on fundamental principles of integrity, objectivity, professional competence +and due care, confidentiality and professional behavior. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +–I I - 3– + + +--- page 327 --- +Our firm applies Hong Kong Standard on Quality Management 1 Quality +Management for Firms that Perform Audits or Reviews of Financial Statements, or +Other Assurance or Related Services Engagements which requires the firm to design, +implement and operate a system of qualit y management including policies or +procedures regarding compliance with ethic al requirements, professional standards +and applicable legal and re gulatory requirements. +Reporting accountant s’ responsibilities +Our responsibility is to express an opinion, as required by paragraph 4.29(7) of +the Listing Rules, on the Unaudited Pro Forma Financial Information and to report +our opinion to you. We do not accept any responsibility for any reports previously +given by us on any financial information used in the compilation of the Unaudited Pro +Forma Financial Information beyond that owed to those to whom those reports were +addressed by us at the dates of their issue. +We conducted our engagement in accordance with Hong Kong Standard on +Assurance Engagements 3420 Assurance Engagements to Report on the Compilation of +Pro Forma Financial Information Included in a Prospectus as issued by the HKICPA. +This standard requires that the reporting accountants plan and perform procedures to +obtain reasonable assurance about whether the Directors have compiled the Unaudited +Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing +Rules and with reference to AG 7 as 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 Inform ation, nor have we, in the course of this +engagement, performed an audit or review of the financial information used in +compiling the Unaudited Pro Forma Financial Information. +The purpose of the Unaudited Pro Forma Financial Information included in the +Prospectus is solely to illustrate the impac t of the global offering of shares of the +Company on unadjusted financial informat i o no ft h eG r o u pa si ft h et r a n s a c t i o nh a d +been undertaken at an earlier date sel ected for purposes of the illustration. +Accordingly, we do not provide any assurance that the actual outcome of the +transaction would have been as presented. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +–I I - 4– + + +--- page 328 --- +A reasonable assurance engagement to r eport on whether the Unaudited Pro +Forma Financial Information has been properly compiled on the basis of the +applicable criteria involves performing pr ocedures to assess whether the applicable +criteria used by the Directors in the compilation of the Unaudited Pro Forma +Financial Information provide a reasonable basis for presenting the significant effects +directly attributable to the transaction, and to obtain sufficient appropriate evidence +about whether: +. the related pro forma adjustments give appropriate effect to those criteria; +and +. the Unaudited Pro Forma Financial Information reflects the proper +application of those adjustments to the unadjusted financial information. +The procedures selected depend on the reporting accountants’ judgment, having +regard to the reporting accountants’ understanding of the nature of the Group, the +transaction in respect of which the Unaudi ted Pro Forma Financial Information has +been compiled, and other relevant engagement circumstances. +The engagement also involves evaluating the overall presentation of the +Unaudited Pro Forma Financial Information. +We believe that the evidence we have obtained is sufficient and appropriate to +provide a basis for our opinion. +Opinion +In our opinion: +(a) the Unaudited Pro Forma Financial In formation has been properly compiled +on the basis stated; +(b) such basis is consistent with the accounting policies of the Group; and +(c) the adjustments are appropriate for the purpose of the Unaudited Pro Forma +Financial Information as disclosed pursuant to paragraph 4.29(1) of the +Listing Rules. +Ernst & Young +Certified Public Accountants +Hong Kong +5J u n e2 0 2 6 +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +–I I - 5– + + +--- page 329 --- +I. TAXATION IN THE PRC +(I) Taxes on Dividends +1. Individual investors +Pursuant to the Individual Income Tax Law of the People’s Republic of +China ( 《中華人民共和國個人所得稅法》)( t h e‘ ‘ Individual Income Tax Law ’’), +which was promulgated on September 10, 1980 and amended by the Standing +Committee of the Thirteenth National People’s Congress on August 31, 2018 and +came into effect on January 1, 2019, and the Regulations on Implementation of +the Individual Income Tax Law of t he People’s Republic of China ( 《中華人民共和 +國個人所得稅法實施條例》), which was amended by the State Council on +December 18, 2018 and came into effect on January 1, 2019, dividends +distributed by PRC enterprises to individual investors are subject to +withholding tax levie d at a flat rate of 20%. +According to the Notice of the MOF, the STA and the CSRC on Issues +Concerning Differentiated Individual Income Tax Policies on Dividends and +Bonuses of Listed Companies ( 《財政部、國家稅務總局、證監會關於上市公司股 +息紅利差別化個人所得稅政策有關問題的通知》) promulgated by the Ministry of +Finance (the ‘‘MOF’’), the State Taxation Administration (the ‘‘SAT’’) and CSRC +on September 7, 2015, for individuals who acquire the stocks of a listed company +from public offering or transferring market and hold the stocks for more than one +year, the income from dividends shall be temporarily exempt from individual +income tax, and all the income from divid ends shall be included into the taxable +income in case the holding period is less than one month (inclusive of one month); +50% thereof will be included into the taxable income in case the holding period is +over one month but less than one year (inclusive of one year) temporarily; a +unified tax rate at 20% shall be applicable to the aforesaid incomes in the levy of +individual income tax. +In some cases, the withholding tax rate on dividend income of non-resident +individuals may be lower than 20%. According to the Circular of the MOF and +the State Taxation Administration on Issues Concerning Individual Income Tax +Policies ( 《財政部、國家稅務總局關於個人所得稅若干政策問題的通知》), income +received by individual foreigners from dividends and bonuses of a +foreign-invested enterprise are exempt from individual income tax temporarily. +On February 3, 2013, the State Council approved and promulgated the Notice of +Suggestions to Deepen the Reform of System of Income Distribution Proposed by +Development and Reform Commis sion and Other Authorities ( 《國務院批轉發展 +改革委等部門關於深化收入分配制度改革若干意見的通知》) (Guo Fa [2013] No. +6). On February 8, 2013, the General Office of the State Council promulgated the +Circular Concerning Allocation of Key Works to Deepen the Reform of System of +Income Distribution ( 《國務院辦公廳關於深化收入分配制度改革重點工作分工的 +通知》 +) (Guo Ban Han [2013] No. 36). According to these two documents, +foreign individuals’ tax exemptio n for dividend income obtained from +APPENDIX III TAXATION AND FOREIGN EXCHANGE +–I I I - 1– + + +--- page 330 --- +foreign-invested enterprises shall be cancelled. However, the local taxation bureau +of Hubei Province has issued an announcement, which clarifies that the tax +exemption policy on dividends and bon uses of foreign individuals shall be +canceled from February 3, 2013. Apart from that, up to now, no documents have +been issued by other local governments to implement the provisions of Guo Fa +[2013] No. 6. In practice, dividends and bonuses received by foreign individuals +from foreign-invested enterprises can still be exempted from individual income +tax. +According to the Notice of the SAT on Issues Concerni ng Taxation and +Administration of Individual Income Tax After the Repeal of the Document (Guo +Shui Fa [1993] No. 045) ( 《國家稅務總局關於國稅發[1993]045 號文件廢止後有關個 +人所得稅徵管問題的通知》) issued by the SAT on June 28, 2011, domestic +non-foreign-invested enterprises t hat issue shares in Hong Kong may, when +distributing dividends to overseas resident individuals in the jurisdiction of the tax +treaty, normally withhold individual income tax at the rate of 10%. For the +individual holders of H Shares receiving dividends who are citizens of countries +that have entered into a tax treaty with the PRC with tax rates lower than 10%, +the non-foreign-invested enterprise whose shares are listed in Hong Kong may +apply on behalf of such holders for enjoying the lower preferential tax treatments, +and, upon approval by the tax authoritie s, the excessive withholding amount will +be refunded. For the individual holder s of H Shares receiving dividends who are +citizens of countries that have entered into a tax treaty with the PRC with tax +rates higher than 10% but lower than 20%, t he non-foreign-invested enterprise is +required to withhold the tax at the agreed rate under the treaty, and no +application procedures will be necessary. For the individual holders of H Shares +receiving dividends who are citizens of countries without taxation treaties with the +PRC or are under other situations, the non-foreign-invested enterprise is required +to withhold the tax at a rate of 20%. +Pursuant to the Arrangement between the Chinese Mainland and the Hong +Kong Special Administrative Region for the Avoidance of Double Taxation and +the Prevention 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》) signed on August 21, +2006, the Chinese government may impose tax on dividends paid by a Chinese +company to a resident of the Hong Kong Special Administrative Region +(including natural person and legal entity), but such tax will not exceed 10% of +the total amount of the dividends payable. If a Hong Kong resident directly holds +25% or more of the equity interest in a Chinese company, such tax will not exceed +5% of the total dividends payable by the Chinese company. The Fifth Protocol to +the Arrangement between the Chinese Mainland and the Hong Kong Special +Administrative Region for the Avoidance of Double Taxation and the Prevention +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) effective on December 6, +2019 stipulates that the arrangements or transactions made for the primary +purpose of obtaining the above-mentioned tax benefits are not subject to the +above-mentioned provisions. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +–I I I - 2– + + +--- page 331 --- +2. Corporate investors +According to the Enterprise Income Tax Law of the PRC ( 《中華人民共和國 +企業所得稅法》) that was amended and came into effect on December 29, 2018, +and the Regulations for the Implementat ion 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》)t h a tc a m ei n t oe f f e c to n +January 20, 2025, where a non-resident enterprise has not set up any institutions +or establishments in China, or it has don e so, but its income generated in China is +irrelevant to the said institutions or esta blishments, it shall pay the enterprise +income tax on the portion of its income gen erated in China (including dividends +received from a Chinese resident enterprise whose shares are issued and listed in +Hong Kong) and the tax rate is generally 10%. The aforesaid income tax payable +by a non-resident enterprise must be withheld at source. The payer of the income +is the withholding obligator. The withholding tax may be reduced or eliminated +under an applicable treaty for the avoidance of double taxation. +The Notice on the Issues Concerning Wit hholding the Enterprise Income Tax +on the Dividends Distributed by Chine se Resident Enterprises to Overseas +H-share Non-Chinese Resident Enterprise Shareholders (Guo Shui Han [2008] +No. 897) ( 《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》(國稅函[2008]897 號 +)) that was promulgated by the SAT and +came into effect on November 6, 2008, fu rther clarifies that with regard to +dividends distributed from profits generated after January 1, 2008, Chinese +resident enterprises must withhold and pay enterprise income tax at a tax rate of +10% on dividends distributed to H-share non-Chinese resident enterprise +shareholders. The Reply of the Imposition of Enterprise Income Tax on B-share +and Other Dividends of Non-resident Enterprises (Guo Shui Han [2009] No. 394) +(《關於非居民企業取得B股等股票股息徵收企業所得稅問題的批覆》(國稅函[2009] +394 號)) that was promulgated by the SAT on July 24, 2009, further provides that +any Chinese resident enterprise liste d on any overseas stock exchange must +withhold enterprise income tax at a rate of 10% on dividends distributed to +non-Chinese resident enterprise shar eholders. Such tax rates may be further +changed pursuant to the tax treaty or agreement that China has concluded with a +relevant jurisdiction, where applicable. +Pursuant to the Arrangement between the Chinese Mainland and the Hong +Kong Special Administrative Region for the Avoidance of Double Taxation and +the Prevention 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》) signed on August 21, +2006, the Chinese government may impose tax on dividends paid by a Chinese +company to a Hong Kong resident (including natural person and legal entity), but +such tax will not exceed 10% of the total amount of the dividends payable. If a +Hong Kong resident directly holds 25% or more of the equity interest in a Chinese +company, such tax will not exceed 5% of the total dividends payable by the +Chinese company. The Fifth Protocol to the Arrangement between the Chinese +Mainland and the Hong Kong Special Administrative Region for the Avoidance +of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes +APPENDIX III TAXATION AND FOREIGN EXCHANGE +–I I I - 3– + + +--- page 332 --- +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) effective on December 6, 2019 stipulates that the arrangements +or transactions made for the primary purpose of obtaining the above-mentioned +tax benefits are not subject to the above-mentioned provisions. The application of +the dividend clause of tax treaties shall be subject to the PRC tax laws and +regulations, such as the Notice of the SAT on the Issues Concerning the +Application of the Dividend Clauses of Tax Treaties ( 《國家稅務總局關於執行稅收 +協定股息條款有關問題的通知》). +3. Tax treaties +Non-Chinese resident investors residing in countries that have entered into +treaties for the avoidance of double taxation with China or residing in Hong Kong +or Macao Special Administrative Region are entitled to preferential tax rates on +dividends received by such investors from the Chinese companies. China has +entered into arrangements for the avoidance of double taxation with Hong Kong +and Macao Special Administrative Region, respectively, and has entered into +treaties for the avoidance of double taxation with certain other countries, +including but not limited to Austra lia, Canada, France, Germany, Japan, +Malaysia, the Netherlands, Singapore, the United Kingdom and the United +States. A non-Chinese resident enterprise entitled to a preferential tax rate under a +relevant income tax treaty or arrangement may apply to China tax authorities for +a refund of the difference between the amount of tax withheld and the amount of +tax calculated according to the treaty rate. +Pursuant to the Administrative Measures on Entitlement of Non-resident +Taxpayers to Preferential Treatment un der Tax Treaties (SAT Announcement No. +35 in 2019) (《非居民納稅人享受協定待遇管理辦法》（國家稅務總局公 +告2019 年第35 +號）), which was promulgated by the SAT on October 14, 2019 and became +effective on January 1, 2020, non-resident taxpayers are entitled to preferential +treatment under the tax treaties through s elf-determination, self-declaration and +keeping and documenting relevant information for inspection. Where a +non-resident taxpayer self-assesses and con cludes that it satisfies the criteria for +claiming treaty benefits, it may enjoy treaty benefits at the time of tax declaration +or at the time of withholding declaration through a withholding agent, +simultaneously gather and retain the relevant materials pursuant to the +regulations for future inspection, and be subject to subsequent administration +by tax authorities. +(II) Taxes on Income from Transfer of Equity +1. VAT and local surtax +Pursuant to the Circular of the MOF and the SAT on Comprehensively +Promoting the Pilot Programme of the Co llection of VAT in Lieu of Business Tax +(Cai Shui [2016] No.36) ( 《財政部、國家稅務總局關於全面推開營業稅改徵增值稅 +試點的通知》（財稅[2016]36 號）(the ‘‘Circular 36 ’’)) that was promulgated by the +MOF and the SAT on March 23, 2016 and amended on July 11, 2017, December +APPENDIX III TAXATION AND FOREIGN EXCHANGE +–I I I - 4– + + +--- page 333 --- +25, 2017 and March 20, 2019 respectively, the entities and individuals that sell +services, intangible assets or immovable properties within the territory of the PRC +are value-added tax payers, and shall pay value-added tax instead of business tax. +Circular 36 also provides that transfer of financial products, including transfer of +the ownership of marketable securities, shall be subject to value-added tax at 6% +on the taxable income. +Meanwhile, the taxpayers of value-added tax are also subject to urban +maintenance and construction tax, education surtax and local education surtax. +(III) Income Tax +1. Individual investors +According to the Individual Income Tax Law of the PRC ( 《中華人民共和國 +個人所得稅法》) and its implementation regulat ions, individuals shall pay the +individual income tax at the rate of 20% on their income from the sale of equity in +Chinese resident enterprises. In accordance with the Circular of the Declaring that +Individual Income Tax Continues to Be Exempted over Income of Individuals +from Transfer of Shares (Cai Shui Zi [1998] No. 61) ( 《財政部及國家稅務 +總局關於個人轉讓股票所得繼續暫免徵收個人所得稅的通知》（財稅字[1998]61 號）) +(hereinafter referred to as ‘‘ No. 61 Circular ’’) that was promulgated by the MOF +and the SAT on March 30, 1998, from January 1, 1997, income of individuals +from the transfer of shares of listed companies remain exempt from individual +income tax. According to t he Announcement on the Catalogue of Preferential +Individual Income Tax Policies with Continued Effect (Announcement No. 177 of +the MOF and the SAT in 2018) ( 《財政部、國家稅務總局關於繼續有效的個人所得 +稅優 +惠政策目錄的公告》（財政部稅務總局公告2018 年第177號）) promulgated by +the MOF and the SAT on December 29, 2018, the No. 61 Circular will remain +effective. +According to the Circular on Relevant Issues Concerning the Collection of +Individual Income Tax over the Income Received by Individuals from Transfer of +Listed Shares Subject to Sales Limitation (Cai Shui [2009] No.167) ( 《關於個人轉讓上 +市公司限售股所得徵收個人所得稅有關問題的通知》（財稅[2009]167號）)p r o m u l g a t e d +by the MOF, the SAT and the CSRC on December 31, 2009, individuals’ income +from transferring at Shanghai Stock Exchange or Shenzhen Stock Exchange the +shares of a listed company acquired from the public offerings of the company or +from the transfer market shall continuously be exempt from the individual income +tax, except for the relevant shares which are subject to sales restriction as defined +in the Supplementary Circular on Relevan t Issues Concerning the Collection of +Individual Income Tax over the Income Received by Individuals from Transfer of +Listed Shares Subject to Sales Limitation (Cai Shui [2010] No.70) ( 《關於個人轉讓上 +市公司限售股所得徵收個人所得稅有關問題的補充通知 +》（財稅[2010]70號）)j o i n t l y +issued by the three aforementioned authorities on November 10, 2010. +According to the Announcement of the SAT, the MOF and the CSRC on +Matters Relating to Further Improving the Collection and Management of +APPENDIX III TAXATION AND FOREIGN EXCHANGE +–I I I - 5– + + +--- page 334 --- +Individual Income Tax over the Income Received by Individuals from Transfer of +Listed Shares Subject to Sales Limitation (Announcement No. 14 of the SAT, the +MOF and the CSRC in 2024) ( 《關於進一步完善個人轉讓上市公司限售股所得個人 +所得稅有關徵管服務事項的公告》（國家稅務總局財政部中國證監會公告2024 年第14 +號）), the tax payment place for the indivi dual income tax on the income received +by individuals from the transfer of listed shares subject to sales limitation shall be +the place where the listed company that issued the shares subject to sales +limitation is located. +As of the Latest Practicable Date, the aforesaid provision has not expressly +provided that individual income tax shall be collected from non-resident +individuals on the sale of shares of PRC-resident enterprises listed on overseas +stock exchanges (for example, the Stock Exchange). +2. Corporate investors +According to 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, where a non-Chinese resident +enterprise has not set up any institutio ns or establishments in China, or it has +done so but its income generated in China is irrelevant to the said institutions or +establishments, it shall pay the enterpri se income tax on the portion of its income +generated in China (including gains from the disposal of shares of Chinese +resident enterprises) and the tax rate i s generally 10%. Such tax may be reduced or +eliminated under applicable tax treat ies or arrangements. Pursuant to the +Administrative Measures on Entitlement of Non-resident Taxpayers to +Preferential Treatment under Tax T reaties (SAT Announcement No. 35 in +2019) (《非 +居民納稅人享受協定待遇管理辦法》（國家稅務總局公告2019 年第35號）), +preferential treatment under tax treatie s refers to the enterprise income tax and +individual income tax payable according t o the provisions of the tax laws in China +may be reduced or exempted. +3. Tax policies for Shanghai — Hong Kong Stock Connect +On October 31, 2014, the MOF, the SAT and the CRSC jointly promulgated +the Circular on the Relevant Taxation Policy for the Pilot Programme of an +Interconnection Mechanism for Transactions in the Shanghai and Hong Kong +Stock Markets (Cai Shui [2014] No.81) ( 《關於滬港股票市場交易互聯互通機制試 +點有關稅收政策的通知》（財稅[2014]81 號）) (hereinafter referred to as ‘‘ Shanghai — +Hong Kong Stock Connect Taxation Policy ’’). Pursuant to the Shanghai — Hong +Kong Stock Connect Taxation Policy, the income from the transfer price +difference obtained by corporate investors of the Chinese Mainland investing in +stocks listed on the Stock Exchange through Shanghai — Hong Kong Stock +Connect is included in their total income and enterprise income tax is levied on +such income in accordance with the law. The income from dividends and bonuses +obtained by corporate investors of the Chinese Mainland investing in stocks listed +on the Stock Exchange through Shanghai — Hong Kong Stock Connect is +included in their total income. The enterp r i s ei n c o m et a xi sl e v i e do ns u c hi n c o m e +APPENDIX III TAXATION AND FOREIGN EXCHANGE +–I I I - 6– + + +--- page 335 --- +in accordance with the law. Among them, enterprise income tax will be exempt +according to law for income from divid ends and bonuses obtained by resident +enterprises of the Chinese Mainland that h old H Shares for at least 12 consecutive +months. The H-share companies do not need to withhold tax on the income from +dividends and bonuses obtained by corporate investors of the Chinese Mainland. +The tax payable shall be declared and paid by the enterprises themselves. +For dividends and bonuses obtained by individual investors of the Chinese +Mainland investing in H Shares listed on the Stock Exchange through Shanghai — +Hong Kong Stock Connect, the H-share companies shall apply to China Securities +Depository and Clearing Corporation Limited ( 中國證券登記結算有限責任公司) +(hereinafter referred to as ‘‘ CSDC ’’) for provision by the CSDC to the H-share +companies the register of individual investors of the Chinese Mainland. The +H-share companies shall withhold individual income tax at a rate of 20%. +4. Tax policies for Shenzhen — Hong Kong Stock Connect +On November 5, 2016, the MOF, the SAT and the CRSC jointly issued the +Circular on the Relevant Taxation Policy for the Pilot Programme of an +Interconnection Mechanism for Transactions in the Shenzhen and Hong Kong +Stock Markets (Cai Shui [2016] No. 127) ( 《關於深港股票市場交易互聯互通機制試 +點有關稅收政策的通知》（財稅[2016]127 號）) (hereinafter referred to as ‘‘ Shenzhen +— Hong Kong Stock Connect Taxation Policy ’’). Pursuant to the Shenzhen — +Hong Kong Stock Connect Taxation Policy, the income from the transfer price +difference obtained by corporate investors of the Chinese Mainland investing in +stocks listed on the Stock Exchange through Shenzhen — Hong Kong Stock +Connect is included in their total income and enterprise income tax is levied on +such income in accordance with the law. The income from dividends and bonuses +obtained by corporate investors of the Chinese Mainland investing in stocks listed +on the Stock Exchange through Shenzhen — Hong Kong Stock Connect is +included in their total income. The enterp r i s ei n c o m et a xi sl e v i e do ns u c hi n c o m e +in accordance with the law. Enterprise income tax will be exempt according to law +for income from dividends and bonuses obtained by resident enterprises of the +Chinese Mainland that hold H Shares for at least 12 consecutive months. The +H-share companies do not need to withhold tax on the income from dividends and +bonuses obtained by corporate investors of the Chinese Mainland. The tax +payable shall be declared and paid by the enterprises themselves. +For dividends and bonuses obtained by individual investors of the Chinese +Mainland investing in the H Shares listed on the Stock Exchange through +Shenzhen — Hong Kong Stock Connect, the H-share companies shall apply to the +CSDC for provision by the CSDC to the H-share companies the register of +individual investors of the Chinese Mainland, and the H-share companies shall +withhold individual income tax at a rate of 20%. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +–I I I - 7– + + +--- page 336 --- +(IV) Stamp Duty +In accordance with the Stamp Tax Law of the PRC ( 《中華人民共和國印花稅法》) +that was promulgated on June 10, 2021 and came into effect on July 1, 2022, the +entities and individuals that conclude ta xable certificates, or conduct securities +transactions within the territory of the P RC shall be taxpayers of stamp tax, and shall +pay stamp tax in accordance with the provisions of this law. Where entities or +individuals, outside the territory of the PRC, conclude taxable certificates that are used +within the territory of the PRC, they shall pay stamp tax in accordance with the +provisions of this law. +(V) Estate Duty +As of the date of this prospectus, China currently has not imposed any estate tax. +II. FOREIGN EXCHANGE ADMINISTRATION REGULATIONS IN THE PRC +The principal regulations governing foreign currency exchange in the PRC is the +Regulations of the PRC on Foreign Exchange Administration which was promulgated by +the State Council on January 29, 1996, became effective on April 1, 1996 and was +subsequently amended on January 14, 1997 a nd August 5, 2008 and the Regulations on the +Administration of Settlement, Sale and Payment of Foreign Exchange ( 《結匯、售匯及付匯 +管理規定》) which was promulgated by the PBOC on June 20, 1996 and became effective on +July 1, 1996. Pursuant to these regulations an d other PRC rules and regulations on currency +conversion, Renminbi is generally freely conv ertible for payments of current account items, +such as trade and service-related foreign exch ange transactions and dividend payments, but +not freely convertible for capital accoun t items, such as direct investment, loan or +investment in securities outside China unless prior approval of the SAFE or its local +counterparts is obtained. +According to the relevant laws and regulati ons in the PRC, PRC enterprises (including +foreign investment enterprises) which need foreign exchange for current item transactions +may, without the approval of the foreign exch ange administrative authorities, effect +payment through foreign exchange accounts opened at financial institutions that carries +business of foreign exchange settlement and sale by presenting valid documentation. +Foreign investment enterprises which need foreign exchange for the distribution of profits +to their shareholders and PRC enterprises which, in accordance with regulations, are +required to pay dividends to their shareholder s in foreign exchange may, on the strength of +resolutions of the board of directors or the shareholders’ general meetings on the +distribution of profits, effect payment from foreign exchange accounts or with the +purchased foreign exchange at designated foreign exchange banks. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +–I I I - 8– + + +--- page 337 --- +On December 26, 2014, the SAFE issued the C ircular of the State Administration of +Foreign Exchange on Issues concerning the Administration of Foreign Exchange Involved +in Overseas Listing (Hui Fa [2014] No. 54) ( 《國家外匯管理局關於境外上市外匯管理有關問 +題的通知》（匯發[2014]54 號）), pursuant to which a domestic company shall, within 15 +working days upon the end of its overseas public offering, handle registration formalities +for overseas listing with the foreign exchange au thority at its place of registration with the +required materials. Funds raised by a domes tic company through overseas listing may be +transferred back or deposited overseas, and the use of such funds shall be consistent with +those contents mentioned in publicly disclosed documents such as the prospectus. +On February 13, 2015, the SAFE issued the Notice of the SAFE on Further +Simplifying and Improving Policies for the Foreign Exchange Administration of Direct +Investment (Hui Fa [2015] No. 13) ( 《國家外匯管理局關於進一步簡化和改進直接投資外匯管 +理政策的通知》（匯發[2015]13 號）), which came into effect on June 1, 2015 and was partially +repealed on December 30, 2019. The notice has cancelled the approval of foreign exchange +registration under domestic direct investment and the approval of foreign exchange +registration under overseas direct investme nt. Instead, banks shall directly examine and +handle foreign exchange registration unde r domestic direct investment and foreign +exchange registration under overseas direct investment, and the SAFE and its local +counterparts shall indirectly regulate the foreign exchange registration of direct investment +through banks. +According to the Circular of the SAFE on Reforming and Regulating Policies for the +Administration over Foreign Exchange Settlement of Capital Accounts (Hui Fa [2016] +No. 16) (《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》（匯發[2016]16 號）) +issued by the SAFE on June 9, 2016, the foreign exchange receipts under capital accounts of +domestic institutions are subject to discretion ary settlement policies. The foreign exchange +receipts under capital accounts (including foreign exchange capital, foreign debts, and +repatriated funds raised through overseas lis ting) subject to discretionary settlement as +expressly prescribed in the relevant policie s may be settled with banks according to the +actual need of the domestic institutions for bu siness operation. Dome stic institutions may, +at their discretion, settle up to 100% of foreign exchange receipts under capital accounts for +the time being. The SAFE may adjust the above proportion in due time according to +international bal ance of payments. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +–I I I - 9– + + +--- page 338 --- +I. PRC LEGAL SYSTEM +The PRC legal system is composed of the Constitution, laws, administrative +regulations, local regulations, separate regulations, rules and regulations of departments +of the State Council, rules and regulations of local governments, autonomous regulations, +separate regulations of autonomous regions and international treaties of which the PRC +government is a signatory. Court judgments do not constitute binding precedents, although +they may be used for the purpose of judicial reference and guidance. +Pursuant to the Constitution of the People’s Republic of China ( 《中華人民共和國憲 +法》) (hereinafter referred to as the ‘‘Constitution’’, promulgated on December 4, 1982, and +last amended and took effect on March 11, 2 018) and the Legislative Law of the People’s +Republic of China ( 《中華人民共和國立法法》) (adopted on July 1, 2000 and amended on +March 15, 2023, hereinafter referred to as the ‘‘ Legislation Law ’’), the NPC and the NPC +Standing Committee are empowered to exercise the legislative power of the State. The NPC +has the power to formulate and amend the basic laws governing criminal and civil matters, +State institutions and other matters. The NPC Standing Committee formulates and amends +laws other than those required to be formulated by the NPC, and partially supplements and +amends laws formulated by the NPC during its adjournment, provided that such +supplements and amendments shall not be in conflict with the principles of such laws. +The State Council is the highest administrative organs of the state, and has the power +to enact administrative regulatio ns under the Constitution and laws. +People’s congresses of provinces, autonomous regions and municipalities directly +under the central government and their standing committees may formulate local +regulations based on the specific circumstances and needs of their respective +administrations, provided that such local regulations shall not be in conflict with the +Constitution, laws or administrative regulations. +The ministries, commissions, PBOC, the National Audit Office of the People’s +Republic of China, and the National Supervisory Commission of the People’s Republic of +China with administrative functions, may fo rmulate rules and regulations within the +jurisdiction of their respective departm ents based on the laws and administrative +regulations, decisions and rulings of the Sta te Council. In order to implement the laws, +administrative regulations and decisions and rulings of the State Council, provisions of +rules and regulations within the jurisdiction are formulated. +People’s congresses of cities with distric ts and their standing committees may enact +local regulations based on the specific circum stances and actual needs which shall come into +effect upon approval from the respective sta nding committees of the people’s congresses of +the provinces and autonomous regions, provided that such local regulations shall not be in +conflict with the Constitution, laws, and administrative regulations. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 1– + + +--- page 339 --- +People’s congresses of autonomous regions may enact autonomous regulations and +separate regulations in the light of the political , economic and cultural characteristics of the +local nationalities, which shall come into effect upon approval by the NPC Standing +Committee. Adaptations of provisions of l aws and administrative regulations may be +introduced to the autonomous regulations and separate regulations so long as they do not +contravene the basic principles of the laws or administrative regulations, and no +adaptations shall be made to the specific provisions on national autonomous areas in the +Constitution and the law of regional ethnic autonomy, as well as other relevant laws and +administrative regulations. +People’s governments of provinces, auto nomous regions and municipalities directly +under the central government and larger cit ies may formulate rules according to laws, +administrative regulations and relevant local regulations. +The Constitution of the People’s Republic of China is basis of the PRC legal system +and has supreme legal authority, and no laws, administrative regulations, local regulations, +autonomous regulations or separate regulat ions may contravene the Constitution. The +hierarchy of laws is higher than that of administrative regulations, local regulations, and +rules. The hierarchy of administrative regulations is higher than that of local regulations +and rules. The hierarchy of local regulations is higher than that of the rules of the local +governments at or below the corresponding level. The hierarchy of the rules enacted by the +people’s governments of the provinces or autonomous regions is higher than that of the +rules enacted by the people’s governments of cities and autonomous prefectures with +districts within the administrative areas of the provinces and the autonomous regions. +The NPC has the power to alter or annul any inappropriate laws enacted by the NPC +Standing Committee, and to annul any autonomous regulations or separate regulations +which have been approved by the NPC Standing Committee but which contravene the +Constitution or the Legislation Law. The NPC Standing Committee has the power to annul +any local regulation that contravenes the Constitution, laws or administrative regulations, +and to annul any autonomous regulation or separate regulation which has been approved +by NPC Standing Committee of the relevant provinces, autonomous regions or +municipalities directly under the central government but contravene the Constitution and +the Legislation Law. The State Council has th e power to alter or annul any inappropriate +ministerial rules and rules of local governments. The people’s congresses of provinces, +autonomous regions or municipalities directly under the central government have the power +to alter or annul any inappropriate local regulations enacted or approved by their respective +standing committees. The people’s governments of provinces and autonomous regions have +the power to alter or annul any inappropriate rules enacted by the people’s governments at +the lower level. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 2– + + +--- page 340 --- +According to the Constitution, the authority of the interpretation of laws shall be +vested to the NPC Standing Committee. Acco rding to the Decision of the Standing +Committee of National People’s Congress Regarding the Strengthening of Interpretation of +Laws (《全國人民代表大會常務委員會關於加強法律解釋工作的決議》)p a s s e do nJ u n e1 0 , +1981, interpretation on the application of laws and decrees in court trails and the +procuratorial work of the procuratorates shall be given by the Supreme People’s Court and +the Supreme People’s Procuratorate of the PRC ( 中華人民共和國最高人民檢察院), +respectively. Interpretation of the laws and decrees unrelated to trials and procuratorial +work shall be given by the State Council and the competent ministries and commissions. +In the case that clarification or additional provisions shall be made for the local +regulations, the standing committees of the people’s congresses of provinces, autonomous +regions and municipalities directly under the central government which enacted such +regulations shall give the interpretatio n or formulate the additional provisions. +Interpretation on the application of local regulations shall be given by the competent +departments under the people’s government of the respective provinces, autonomous +regions and municipalities directly under the central government. +II. PRC JUDICIAL SYSTEM +Under the Constitution of the People’s Republic of China and the Organic Law of the +People’s Court of the People’s Republic of China ( 《中華人民共和國人民法院組織法》)w h i c h +was promulgated on July 5, 1979, implemented on January 1, 1980 and last amended on +October 26, 2018 and took effect on January 1, 2019, the judicial system in PRC is made up +of the Supreme People’s Court, the local peopl e’s courts, military courts and other special +people’s courts. +The local people’s courts are comprised of the basic people’s courts, the intermediate +people’s courts and the higher people’s courts. The basic people’s courts may be organized +into civil, criminal, and economic tribunals. The intermediate people’s courts may be +organized into divisions similar to those of the basic people’s courts, and may be further +organized into other special divisions. The peo ple’s courts at lower levels are subject to the +supervision of the people’s courts at higher levels. The Supreme People’s Court is the +highest judicial organ of the PRC and it has the power to supervise the administration of +justice by the local people’s courts at all levels and all special people’s courts. The people’s +procuratorates also have the right to exercise legal supervision over the trial activities of +people’s courts at same or lower levels. +The people’s courts adopt a ‘‘second instance as final’’ appellate system in the trail of +the cases. A party to the case concerned may appeal against the judgement and ruling of the +first instance by the local people’s courts to the people’s courts at the next higher level in +accordance with the legal procedures. The people’s procuratorates may appeal to the +people’s court at the next higher level in accordance with the legal procedures. In the +absence of any appeal by any parties to the case concerned or any appeal by the people’s +procuratorates within the stipulated period, the judgement and ruling of the first instance +by the local people’s courts shall be final and legally binding. Judgements and rulings of the +second instance of the intermediate people’s courts, the higher people’s courts and Supreme +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 3– + + +--- page 341 --- +People’s Court and the judgements and rulings of the first instance of the Supreme People’s +Court shall be the final judgements and rulings. If, however, the Supreme People’s Court +finds some definite errors in a legally effectiv e judgement, ruling or conciliation statement +of the people’s court at any level, or if the peop le’s court at a higher level finds such errors +in a legally effective judgement, ruling or con ciliation statement of the people’s court at a +lower level, it has the authority to review the case itself or to direct the lower-level people’s +court to conduct a retrial. If the chief judge of all levels of people’s courts finds some +definite errors in a legally effective judge ment, ruling or conciliation statement, and +considers that a retrial is preferred, such case shall be submitted to the judicial committee of +the people’s court at the same level for discuss ion and decision. For death penalties, except +those judged by the Supreme People’s Court, requests shall be submitted to the Supreme +People’s Court for approval. +T h eC i v i lP r o c e d u r eL a wo ft h eP R C( 《中華人民共和國民事訴訟法》) (hereinafter +referred to as the ‘‘ Civil Procedure Law ’’), which was promulgated on April 9, 1991 and last +amended on September 1, 2023 and took effect on January 1, 2024, sets forth the criteria for +instituting a civil case, the jurisdiction of the people’s courts, the procedures to be followed +for conducting a civil action and the procedures for enforcement of a civil judgement or +order. All parties to a civil action conducted within the PRC must comply with the Civil +Procedure Law. Generally, a civil case is initially heard by the people’s court located in the +defendant’s place of domicile. The parties to a contract may, by an express agreement, select +a competent court where civil actions may be brought, provided that the competent court +has jurisdiction over the plaintiff’s or the defendant’s place of residence, the place of +execution of the contract or the place of performance of the contract, or the object of the +action or locations which have substantial connections with the dispute. However, such +selection cannot violate the stipulations of hierarchical jurisdiction and exclusive +jurisdiction in any case. +A foreign individual, a stateless person, a foreign enterprise or a foreign organization +is given the equal litigation rights and oblig ations as a citizen, a legal person or other +organizations in the PRC when initiating acti ons or defending against litigations at a PRC +court. Should foreign courts impose restrictions on the litigation rights of the citizens, legal +persons or other organizations in the PRC, the PRC courts shall impose reciprocal +restrictions on the litigation rights of citizens, enterprises and organizations in that country. +A foreign individual, a stateless person, a for eign enterprise or a foreign organization must +engage a PRC lawyer in case he or it needs to engage a lawyer for the purpose of initiating +actions or defending against litigations at a PRC court. In accordance with the +international treaties to which the PRC is a s ignatory or participant or according to the +principle of reciprocity, a people’s court and a foreign court may request each other to serve +documents, conduct investigation and collect evidence or conduct other actions on its +behalf. All parties to a civil action shall pe rform the legally effective judgements and +r u l i n g s .I fa n yp a r t yt oac i v i la c t i o nr e f u s e st oa b i d eb yaj u d g e m e n to rr u l i n gm a d eb ya +people’s court or an award made by an arbitration tribunal in the PRC, the other party may +apply to the people’s court for the enforcement of the same within two years subject to +application for postponed enforcement or revocation. If a party fails to satisfy within the +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 4– + + +--- page 342 --- +stipulated period a judgement which the court has granted an enforcement approval, the +court may, upon the application of the other party, mandatorily enforce the judgement on +the party. +A party seeking to enforce a judgement or order of a people’s court against a party who +is not located within the PRC and does not own any property in the PRC, may apply to a +foreign court with proper jurisdiction for reco gnition and enforcement of the judgement or +order. In the case of an application or request for recognition and enforcement of a legally +effective judgement or order of a foreign co urt, the people’s court shall, after having +examined it in accordance with the internation al treaties entered into or acceded to by the +PRC or with the principle of reciprocity and having arrived at the conclusion that it does +not contravene the primary principles of the laws of the PRC nor violates its sovereignty, +security or social and public interests, recogn ize the validity of the judgement or order, and, +if required, issue a writ of enforcement and enforce it in accordance with the relevant +regulations. If the application or request cont ravenes the primary principles of the laws of +the PRC or violates its sovereignty, security or social and public interests, the people’s court +shall not recognize and enforce it. +III. THE PRC COMPANY LAW, THE OVERSEAS LISTING TRIAL MEASURES AND +THE GUIDELINES ON THE ARTICLES OF ASSOCIATION FOR LISTED +COMPANIES +The Company Law of the PRC which was pro mulgated on December 29, 1993 by the +NPC Standing Committee, last amended on D ecember 29, 2023 and came into effect on July +1, 2024 regulates the organization and operation of companies and protects the legitimate +rights and interests of companies, sharehol ders and creditors. Th e amendment to the PRC +Company Law in 2013 has cancelled the restriction on the minimum registered capital and +replaced the registered paid-up share capital system by the registered subscribed capital +system. +The Trial Administrative Measures for Ove rseas Securities 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》) (hereinafter referred +to as the ‘‘ Overseas Listing Trial Measures ’’) promulgated by the CSRC on February 17, +2023 with effect from March 31, 2023 are applicable to the overseas securities offering and +listing by the PRC domestic companies. +The Guidelines on the Articles of Association for Listed Companies (hereinafter +referred to as the ‘‘ Articles Guidelines ’’) last amended by the CSRC on December 15, 2023 +with effect from the same date provide guidance f o rt h ec o m p a n y ’ sa r t i c l e so fa s s o c i a t i o n . +General +A joint-stock limited liability compa ny (hereinafter referred to as the ‘‘ company ’’) +refers to a corporate legal person established in China under the PRC Company Law +with independent legal person properties and entitlements to such legal person +properties. The liability of the company is limited to the total amount of all assets it +owns and the liability of its shareholders is limited to the extent of the shares they +subscribe for. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 5– + + +--- page 343 --- +Incorporation +A company may be incorporated by promotion or subscription. A company may +be incorporated by a minimum of one but no more than 200 promoters, and at least +half of the promoters must have domicile in the PRC. Companies incorporated by +promotion are companies with the registered capital entirely subscribed for by the +promoters. Where companies are incorporated by subscription, the promoters are +required to subscribe for not less than 35% of the total number of shares of a company +unless otherwise stipulated by laws and re gulations, and the remaining shares can be +offered to the public or specific persons, unless otherwise required by law. +For a company incorporated by promotion, the registered capital shall be the +total capital subscribed for by all promoters as registered with the company +registration authority. The promoters shall subscribe in writing for the shares +required to be subscribed for by them and pay up their capital contributions under +the company’s articles of association. Proc edures relating to the transfer of title to +non-monetary property shall be duly completed if such assets are to be contributed as +capital. Promoters who fail to pay up their capital contributions in accordance with the +foregoing provisions shall assume default liabilities in accordance with the covenants +set out in the promoters’ agreement. After the promoters have subscribed for the +capital contribution under the company’s articles of association, a board of directors +and a Supervisory Committee shall be elected and the board of directors shall apply for +registration of establishment by filing the company’s articles of association with the +company registration authority, and other documents as required by the law or +administrative regulations. The company sh all not raise capital from others before the +promoters fully pay the capital subscribed by them; for companies established by +public subscription, the registered capit al is the amount of total paid-up capital as +registered with the company registration authority. +After the subscription monies for the issued shares have been paid in full, a capital +verification institution established under PRC law must be engaged to conduct a +capital verification and furnish a certific ate thereof. The promoters shall convene an +inaugural meeting within 30 days from the date of full payment of the subscription +monies in respect of the issued shares, and shall notify all subscribers or make a public +announcement of the date of the inaugural meeting 15 days prior to the holding of such +meeting. +The inaugural meeting may be convened only with the presence of shareholders +holding shares representing more than 50% of the total issued shares of the company. +At the inaugural meeting, matters including the adoption of the company’s draft +articles of association proposed by the promoter(s) and the election of the board of +directors and the Supervisory Committee of the company will be dealt with. All +resolutions of the meeting require the approval of subscribers with more than half of +the voting rights present at the meeting. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 6– + + +--- page 344 --- +Within 30 days after the conclusion of the inaugural meeting, the board of +directors shall authorize representatives to apply for registration with the company +registration authority. The company is formally established and has the status of a +legal person after the approval for registration has been given and a business license +has been issued by the relevant registration a uthority. Where after the incorporation of +a company, a promoter fails to pay in full the subscription monies in accordance with +the provisions of the company’s articles o f association, he/she shall pay them in full +and the other promoters shall bear joint and s everal liabilities. Where it is discovered +that the actual evaluation of the non-currency property used as capital contributions +for the incorporation of the company is obvio usly less than the evaluation prescribed +by the company’s articles of association, the promoters shall make up the difference; +and the other promoters shall bear joint and several liabilities. +If the shares required to be issued at the t i m eo ft h ee s t a b l i s h m e n to fac o m p a n y +are not fully subscribed, or if, after the full payment for the issued shares, the +promoters fail to convene the inaugural meeting within 30 days, any subscriber may +demand the promoters to refund their subscri ptions, plus the interest calculated based +on the bank interest rate for the corresponding period. +In cases where the company is not established, the legal consequences shall be +borne by the shareholders at the time of e stablishment; if there are two or more +shareholders at the time of establishment, th ey shall have joint and several claims and +bear joint and several liabilities. +If a shareholder at the time of establishm ent causes harm to another person due to +performance of its responsibilities for th e establishment of the company, the company +or other faultless shareholders may seek to r ecover any resulting compensation liability +borne by them from the shareholder at fault. +Share capital +The promoters may make capital contribution in currencies, or non-monetary +assets such as in kind, intellectual property rights or land use rights which can be +a p p r a i s e dw i t hm o n e t a r yv a l u ea n dt r a n s f e r r e dl a w f u l l y ,e x c e p tf o ra s s e t sw h i c ha r e +prohibited from being contributed as capital by the laws or administrative regulations. +If a capital contribution is made in non-monetary assets, a valuation of the assets +contributed must be carried out in accor dance with the laws or administrative +regulations on valuation without any over-valuation or under-valuation. +Shares shall be issued in a fair and equitable manner. The same class of shares +must carry equal rights. Shares of the same class issued at the same time must be issued +on the same conditions and at the same price. The same price per share shall be paid by +a subscriber, an entity or an individual, and shall be equal to or greater than the +nominal value of the share and shall not be less than the nominal value. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 7– + + +--- page 345 --- +A PRC domestic company shall file with the CSRC before offering its shares to +the public overseas. Pursuant to the Overseas Listing Trial Measures, the target +investors for overseas issuance and listing of a domestic company shall be overseas +investors, except as in compliance with the Overseas Listing Trial Measures or +otherwise provided by the state. +Under the PRC Company Law, a company shall prepare a shareholder register +and place it within its premises which sets forth the following matters: +(i) the name and domicile of each shareholder; +(ii) the classes and quantity of subscribed shares for each shareholder; +(iii) the stock serial numbers for stocks issued in paper form; +(iv) the date on which each shareholder purchased the shares. +Increase in share capital +According to the PRC Company Law, if a company proposes to issue new shares, +resolutions shall be passed at a Shareholders’ general meeting in accordance with the +articles of association to determine the class, amount and issue price of the new shares. +Save for the above-mentioned shareholder approval requirement, for a public +offering of new shares, the PRC Securities Law provides that the company shall: +(i) have a sound organisational structure with satisfactory operating record; +(ii) the company is a going concern; +(iii) the accountants have issued an unquali fied audit report on the financial and +accounting documents of the company for the past three years; +(iv) the company and its controlling shareholders and de facto controllers have +not had any criminal records in the past three years in relation to corruption, +bribery, embezzlement, misappropriation of assets and breach of socialist +market economic order; and +(v) other requirements as prescribed by the securities regulatory authority of the +State Council approved by the State Council. +Pursuant to the PRC Company Law, when the company launches a public +issuance of new shares with the approval of the securities regulatory authorities of the +State Council, it shall publish a document and financial and accounting reports, and +prepare the share subscription form. After the new share issuance has been paid up, a +company must change its registration with the company registration authority and +issue a public notice accordingly. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 8– + + +--- page 346 --- +Reduction of share capital +A company may reduce its registered capital in accordance with the following +procedures prescribed by the PRC Company Law: +(i) the company shall prepare a balance sheet and an inventory of the assets; +(ii) the reduction of registered capital must be approved by shareholders in a +Shareholders’ general meeting; +(iii) the company shall inform its creditor s of the reduction in registered capital +within ten (10) days and publish an announcement of the reduction in the +newspaper or the National Enterprise Credit Information Publicity System +within thirty (30) days after the resolution approving the reduction has been +passed; +(iv) the creditors of the company may within the statutory prescribed time limit +require the company to pay its debts or provide guarantees covering the +debts; the creditors shall, within thir ty (30) days from the date they receive +the written notice, or within forty five (45) days from the date the +announcement is made in the case of those who have not received such +written notice, have the right to claim full repayment of their debts or +provision of a corresponding guarantee from the company; and +(v) the company must apply to the company registration authority for +registration of the reduction in registered capital. +Repurchase of shares +A company may not repurchase its own shares other than for one of the following +purposes: +(i) reducing the registered capital of the company; or +(ii) merging with another company that hold shares in the company; or +(iii) grant of shares for the staff shareh olding scheme or as share incentives; or +(iv) shareholders who disagree with the resolutions for the merger and separation +of the company made in a Shareholders’ general meeting may demand the +company to purchase their shares; or +(v) utilising the Shares for conversion of corporate bonds which are convertible +into shares issued by the listed companies; or +(vi) where it is necessary for the listed companies to safeguard its value and +shareholders’ interests. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 9– + + +--- page 347 --- +Where the company needs to purchase its own shares under any of the +circumstances set out in clauses (i) and (ii) under the preceding article, it shall be +subject to a resolution of a Shareholders’ general meeting. Where the company needs +to purchase its own shares under any of the c ircumstances set out in clauses (iii), (v) +and (vi) under the preceding article, it sha ll be made as prescribed by the articles or +under the authorisation by a Shareholders’ general meeting and approved by way of a +resolution at the board meeting attended by more than two thirds of the directors of +the company. +After the company purchases its own shares under the circumstance set out in +clauses (i), it shall cancel the purchased shares within 10 days after the purchase; while +under either circumstance set out in clauses (ii) or (iv), transfer them or write them off +within six months; while under any of the cir cumstances set out in clauses (iii), (v) or +(vi), the aggregate number of shares of the company held by itself shall not exceed 10% +of its total shares in issue and the company shall transfer them or write them off within +three years. +A listed company purchasing its own shares shall perform the obligation of +information disclosure. A listed company purchasing its own shares under any of the +circumstances set out in clauses (iii), (v) an d (vi) shall carry out trading in a public and +centralised manner. +A company may not accept its own shares as the subject matter of a mortgage. +Transfer of shares +Shares may be transferred in accordance wi th the relevant laws and regulations. +According to the PRC Company Law, a shareholder may transfer his shares on a +stock exchange established in accordance with laws or by any other means as required +by the State Council. Stocks may be transferred after the shareholders endorse the +back of the share certificates or in any other manner specified by the laws or +administrative regulations. Following the t ransfer, the company shall enter the names +and addresses of the transferees into its share register. No changes of registration in the +share register described above shall be effected during a period of 20 days prior to +convening a shareholders’ general meeting or five days prior to the record date for the +purpose of determining entitlements to dividend distributions, subject to any otherwise +stipulated legal provisions on the registration of changes in the share register of listed +companies. +According to the PRC Company Law, Shares of the company issued prior to the +public issue of shares may not be transferred within one year of the date of the +company’s listing on a stock exchange. Where any laws, administrative regulations, or +the securities regulatory authority under the State Council have other provisions +regarding the transfer of shares of a listed company by its shareholders or actual +controllers, those provisions shall prevail. Directors, supervisors and the senior +management of a company shall declare to the company their shareholdings in it and +any changes in such shareholdings. During their terms of office, they may transfer no +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 1 0– + + +--- page 348 --- +more than 25% of the total number of shares they hold in the company every year. +They shall not transfer the shares they hold within one year of the date of the +company’s listing on a stock exchange, nor within six months after they leave their +positions in the company. The articles of association may set out other restrictive +provisions in respect of the transfer of shares in the company held by its directors, +supervisors and the senior management. +Shareholders +Under the PRC Company Law and the Articles Guidelines, the rights of holders +of ordinary shares of a joint stock limited company include the rights: +(i) to attend or appoint a proxy to attend shareholders’ general meetings and to +exercise the voting rights; +(ii) to transfer the shares according to th e laws and administrative regulations +and the articles of association; +(iii) to inspect the articles of associatio n, shareholder register, counterfoil of +company debentures, minutes of sha reholders’ general meetings, board +resolutions, resolutions of the Supervisory Committee and financial and +accounting reports and to make suggestions or inquiries in respect of the +company’s operations; +(iv) to petition the people’s court to revoke any resolution passed at a +shareholders’ general meeting or a meeting of board of directors if the +content of such resolution is in violation of the articles of association; +(v) to receive dividends and other types of interest distributing in respect of the +number of shares held; +(vi) to receive residual properties of the company in proportion to their +shareholdings upon the terminating or liquidation of the company; and +(vii) any other shareholders’ rights p rovided for in laws, administrative +regulations, other regulatory documents and the articles of association of +the company. +The obligations of shareholders include the obligation to abide by the company’s +articles of association, to pay the subscription monies in respect of the shares +subscribed for, to be liable for the company ’s debts and liabilities to the extent of the +amount of subscription monies agreed to be paid in respect of the shares taken up by +them and any other shareholder obligatio n specified in laws, administrative +regulations, regulatory documents and the articles of association. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 1 1– + + +--- page 349 --- +Shareholders’ general meeting +The Shareholders’ general meeting is the organ of authority of the company, +which exercises its powers in accordance with the PRC Company Law. The +Shareholders’ general meeting may exercise its powers: +(i) to elect and remove the directors and supervisors and to decide on the +matters relating to the remuneration of directors and supervisors; +(ii) to review and approve the reports of the board of directors; +(iii) to review and approve the rep orts of the Supervisory Committee; +(iv) to review and approve the company’s profit distribution proposals and loss +recovery proposals; +(v) to decide on any increase or reduction of the company’s registered capital; +(vi) to decide on the issue of corporate bonds; +(vii) to decide on merger, division, dissolution and liquidation of the company or +change of its corporate form; +(viii) to amend the company’s articles of association; and +(ix) to exercise any other authority sti pulated in the articles of association. +The shareholders’ general meeting may authorize the board of directors to make +resolutions regarding the issuance of corporate bonds. +A shareholders’ general meeting is required to be held once every year. An +extraordinary general meeting is required to be held within two months of the +occurrence of any of the following: +(i) the number of directors is less than the number stipulated by the laws or less +than two-thirds of the number specified in the articles of association; +(ii) the outstanding losses of the company reach one-third of the company’s total +paid-in share capital; +(iii) shareholders individually or in aggregate holding 10% or more of the +company’s shares request that an extraordinary general meeting shall be +convened; +(iv) the board de ems necessary; +(v) the Supervisory Committee so requests; +(vi) any other circumstances as provid ed for in the articles of association. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 1 2– + + +--- page 350 --- +A shareholders’ general meeting shall be convened by the board of directors, and +presided over by the chairman of the board of directors. In the event that the chairman +is incapable of performing or is not performing his duties, the meeting shall be presided +over by the vice chairman. In the event that the vice chairman is incapable of +performing or is not performing his duties, a director nominated by half or more of the +directors shall preside over the meeting. Where the board of directors is incapable of +performing or is not performing its duties to convene the shareholders’ general +meeting, the Supervisory Co mmittee shall convene and preside over such meeting in a +timely manner. If the Supervisory Committee fails to convene and preside over such +meeting, shareholders individually or in aggregate holding 10% or more of the +company’s shares for 90 days or more consecutively may unilaterally convene and +preside over such meeting. +In accordance with the PRC Company Law, a notice of the general meeting +stating the date and venue of the meeting and the matters to be considered at the +meeting shall be given to all shareholders 20 days before the meeting. A notice of +extraordinary general meeting shall be given to all shareholders 15 days prior to the +meeting. +Under the PRC Company Law, a single shareholder who holds, or several +shareholders who jointly hold, 1% or more of the shares of the company may submit +an interim proposal in writing to the board of directors 10 days before the general +meeting is held. The board of directors shall, within two days upon receipt of the +proposal, notify the other shareholders, and submit the said interim proposal to the +general meeting for deliberation. The content s of the interim proposal shall fall within +the scope of powers of the general meeting, and the proposal shall have a clear agenda +and specific matters on which resolutions are to be made. +The general meeting shall not make resolutions on matters that are not clearly +listed in the notices given to the shareholders. +There is no specific provision in the PRC Company Law regarding the number of +shareholders constituting a quorum i n a shareholders’ general meeting. +Shareholders present at a shareholders’ general meeting have one vote for each +share they hold, except for shareholders of non-ordinary shares, save that shares held +by the company are not entitled to any voting rights. Resolutions of the general +meeting must be passed by more than half of the voting rights held by shareholders +present at the meeting, with the exception of matters relating to merger, division or +dissolution of the company, increase or reduction of registered share capital, change of +corporate form or amendments to the articles of association, which in each case must +be passed by at least two-thirds of the voting rights held by the shareholders present at +the meeting. Where the PRC Company Law and the articles of association provide that +the transfer or acquisition of significant assets or the provision of external guarantees +by the company must be approved by way of resolution of the general meeting, the +directors shall convene a shareholders’ general meeting promptly to vote on such +matters. An accumulative voting system may b e adopted for the election of directors +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 1 3– + + +--- page 351 --- +and supervisors at the general meeting pursuant to the provisions of the articles of +association or a resolution of the general meeting. Under the accumulative voting +system, each share shall be entitled to the number of votes equivalent to the number of +directors or supervisors to be elected at the general meeting, and shareholders may +consolidate their votes for one or more directors or supervisors when casting a vote. +Minutes shall be prepared in respect of matters considered at the general meeting +and the shareholders attending the meeting shall endorse such minutes by signature. +The minutes shall be kept together with the shareholders’ attendance register and the +proxy forms. +Board of directors +The board of directors of a company shall consist of three or more members, and +may include employee representatives among them. In the case of a company with +three hundred or more employees, except when a Supervisory Committee has been +established including a number of employe e representatives among its members as +required by law, the company’s board of directors shall include employee +representatives among its members. An employee representative on the board of +directors shall be elected by the company’s employees through the employee +representative assembly, employee assembly, or other forms of democratic elections. +The term of a director shall be stipulated in the articles of association, provided that no +term of office shall last for more than three years. A director may serve consecutive +terms if re-elected. A director shall continue to perform his/her duties as a director in +accordance with the laws, administrative regulations and the articles of association +until a duly re-elected director takes office , if re-election is not conducted in a timely +manner upon the expiry of his/her term of office or if the resignation of directors +results in the number of directors being less than the quorum. +Under the PRC Company Law, the board of directors may exercise the following +powers: +(i) to convene shareholders’ general meetings and report on its work to the +shareholders’ general meetings; +(ii) to implement the resolution passed by the shareholders at the shareholders’ +general meeting; +(iii) to decide on the company’s operatio nal plans and investment proposals; +(iv) to formulate the company’s profit distribution proposals and loss recovery +proposals; +(v) to formulate proposals for the increase or reduction of the company’s +registered capital and the issue of corporate bonds; +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 1 4– + + +--- page 352 --- +(vi) to formulate proposals for the merger, division or dissolution of the company +or change of corporate form; +(vii) to decide on the setup of the company’s internal management organs; +(viii) to appoint or dismiss the company’s general manager and decide on his/her +remuneration and, based on the general manager’s recommendation, to +appoint or dismiss any deputy general manager and financial officer of the +company and to decide on their remunerations; +(ix) to formulate the company’s basic management system; +(x) to exercise any other authority stipulated in the articles of association or +granted by the shareholders’ meeting. +Meetings of the board of directors shall be convened at least twice each year. +Notices of meeting shall be given to all directors and supervisors 10 days before the +meeting. Interim board meetings may be proposed to be convened by shareholders +representing more than 10% of the voting rights, more than one-third of the board or +the Supervisory Committee. The chairman s hall convene the meeting within 10 days of +receiving such proposal, and preside over the meeting. The board may otherwise +determine the means and the period of notice for convening an interim board meeting. +Meetings of the board of directors shall be held only if more than half of the directors +are present. Resolutions of the board shall be passed by more than half of all directors. +Each director shall have one vote for a resolution to be approved by the board. +Directors shall attend board meetings in person. If a director is unable to attend for +any reason, he/she may appoint another director to attend the meeting on his/her +behalf by a written power of attorney specifyi ng the scope of authorisation that his/her +representative has. The board of directors shall prepare minutes of the meetings of the +board of directors and such minutes shall be signed by the directors present at the +meeting. +If a resolution of the board of directors violates the laws, administrative +regulations or the articles of association or r esolutions of the general meeting, and as a +result of which the company sustains serious losses, the directors participating in the +resolution are liable to compensate the co mpany. However, if it can be proved that a +director expressly objected to the resolution when the resolution was voted on, and +that such objection was recorded in the minutes of the meeting, such director shall be +relieved from that liability. +Under the PRC Company Law, the following persons may not serve as a director +of a company: +(i) a person who is unable or has limited ab ility to undertake any civil liabilities; +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 1 5– + + +--- page 353 --- +(ii) a person who has been subjected to criminal punishment for corruption, +bribery, embezzlement or misappropriation of property, or disruption of the +economic order of the socialist market, or who has ever been deprived of +political rights due to a criminal conviction, and five years have not elapsed +since the term of punishment was completed, or in the case of a suspended +sentence, two years have not elapsed since the probation period was +completed; +(iii) a person who has been a former dire ctor, factory manager or manager of a +company or an enterprise that has entered into in solvent liquidation and +who was personally liable for the insolvency of such company or enterprise, +where less than three years have elapsed since the date of the completion of +the bankruptcy and liquidation of the company or enterprise; +(iv) any former legal representative of a company or enterprise which has had its +business license revoked or been ordered to shut down due to any violation of +the law, and where the individual was personally responsible for the +situation, and three years have not elapsed since the date of revocation of +business license or shutdown order; and +(v) a person identified as a subject of enforcement for breach of trust by the +people’s court for failure to repay a significant amount of overdue debts. +Where a company elects or appoints a director to which any of the above +circumstances applies, such election or appointment shall be null and void. A director +to which any of the above circumstances applies during his/her term of office shall be +released of his/her duties by the company. +Under the PRC Company Law, the board shall appoint a chairman and may +appoint a vice chairman. The chairman an d the vice chairman shall be elected with +approval of more than half of all the directors. The chairman shall convene and preside +over board meetings and review the implementation of board resolutions. The vice +chairman shall assist the chairman to perform his/her duties. Where the chairman is +incapable of performing or is not performing his/her duties, the duties shall be +performed by the vice chairman. Where the vice chairman is incapable of performing +or is not performing his/her duties, a director nominated by more than half of the +directors shall perform his/her duties. +A company may, as stipulated in its artic les of association, establish an audit +committee within the board of directors composed of directors to exercise the functions +and powers prescribed for the Supervisory Committee by this Law, without +establishing a Supervisory Committee or supervisors. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 1 6– + + +--- page 354 --- +Supervisory committee +A company shall establish a Supervisory Committee composed of three or more +members. The Supervisory Committee consis ts of shareholder representatives and an +appropriate proportion of employee representatives. The actual proportion shall be +determined in the articles of association, provided that the proportion of employee +representatives shall not be less than one-third. Employee representatives at the +Supervisory Committee shall be democratically elected by the company’s staff at the +employees’ representative congress, genera l staff meeting or otherwise. Directors and +senior management shall not concurrent ly serve as supervisors. The Supervisory +Committee shall appoint a chairman and m ay appoint a vice chairman. The chairman +and vice chairman of the Supervisory Committee shall be elected by more than half of +the supervisors. +According to the Reply of the Overseas Listing Department of the CSRC and the +Production System Department of the Sta te Commission for Restructuring the +Economic System on Opinions Concerning the Supplement and Amendment to +Articles of Association by Companies to be Listed in Hong Kong ( 《中國證監會海外上 +市部、國家體改委生產體制司關於到香港上市公司對公司章程作補充修改的意見的函》), +the chairman of the Supervisory Committee shall be appointed by more than +two-thirds of the supervisors. +The chairman of the Supervisory Committee shall convene and preside over +Supervisory Committee meetings. Where the chairman of the Supervisory Committee +is incapable of performing or is not performing his/her duties, the vice chairman of the +Supervisory Committee shall convene and preside over Supervisory Committee +meetings. Where the vice chairman of the Supervisory Committee is incapable of +performing or is not performing his/her duties, a supervisor nominated by more than +half of the supervisors shall convene and preside over Supervisory Committee +meetings. Directors and senior management shall not act concurrently as supervisors. +Each term of office of a supervisor is three years and he/she may serve consecutive +terms if re-elected. A supervisor shall continue to perform his/her duties as a +supervisor in accordance with the laws, administrative regulations and the articles of +association until a duly re-elected supervisor takes office, if re-election is not +conducted in a timely manner upon the exp iry of his/her term of office or if the +resignation of supervisors results in the number of supervisors being less than the +quorum. +The Supervisory Committee may exercise its powers: +(i) to review the company’s financial position; +(ii) to supervise the directors and senior management in their performance of +their duties and to propose the removal of directors and senior management +who have violated any laws, regulations, the articles of association or +shareholders’ resolutions; +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 1 7– + + +--- page 355 --- +(iii) to require the directors and senior m anagement to rectify their actions when +such actions are detrimental to the company’s interests; +(iv) to propose the convening of extraordinary shareholders’ general meetings +and to convene and preside over shareholders’ general meetings when the +board fails to perform the duty of convening and presiding over +shareholders’ general meetings under the PRC Company Law; +(v) to submit proposals to the shareholders’ general meetings; +(vi) to bring actions against the director s and senior management pursuant to the +relevant provisions of the PRC Company Law; and +(vii) to exercise any other authority sti pulated in the articles of association. +Supervisors may be present at board meetings and make inquiries or proposals in +respect of the resolutions of the board. The Supervisory Committee may investigate +any irregularities identified in the operations of the company and, if necessary, may +engage an accounting firm to assist its work at the cost of the company. +Manager and senior management +A company shall have a general manager who shall be appointed or removed by +the board of directors. The general manager shall report to the board of directors and +exercise functions and powers as specified in the articles of association or as authorized +by the board of directors. +The general manager shall be present at meetings of the board of directors. +However, the general manager shall have no voting rights at meetings of the board of +directors unless he/she concurrently serves as a director. +According to the PRC Company Law, senior management refers to the general +manager, deputy manager, financial officer, secretary to the board of a listed company +and other personnel as stipulated in the articles of association. +Duties of directors, supervisors, the general manager and other senior management +Directors, supervisors, the general manager, the deputy general manager and +senior management are required under the PRC Company Law to comply with the +relevant laws, regulations and the articles of association, and carry out their duties in +good faith and with due diligence. +Directors, supervisors, senior management are prohibited from accepting bribes +or other unlawful income and from misappropriating the company’s property. +Directors and senior management are prohibited from: +(i) embezzling company property or misappropriating company funds; +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 1 8– + + +--- page 356 --- +(ii) depositing company funds into accounts opened under their own names or +the names of other individuals; +(iii) personally accepting commissions on transactions to which the company is a +party; +(iv) disclosing the company’s confidenti al information without authorization; +and +(v) committing any other acts in breach of their fiduciary duties to the company. +Any income obtained by directors or senior management in violation of +aforementioned provisions shall be returned to the company. +If any director, supervisor or senior management violates any law, regulation or +the company’s articles of association in the performance of his/her duties causing loss +to the company, he/she shall be liable to compensate the company for such loss. +Where a director, supervisor or senior management is required to attend a +shareholders’ general meeting, such direct or, supervisor or senior management shall +attend the meeting and answer the inquiries from shareholders. Directors and senior +management shall furnish all true and accurate information and data to the +Supervisory Committee, or if a limited liability company has no Supervisory +Committee, supervisors, without impeding the discharge of duties by the Supervisory +Committee or supervisors. +Where a director or senior management contravenes law, administrative +regulation or the articles of association in t he performance of his/her duties causing +any loss to the company, shareholder(s) holding individually or in aggregate more than +1% of the company’s shares consecutively for over 180 days may request in writing +that the Supervisory Committee institute li tigation at a people’s court on its behalf. +Where the Supervisory Committee violates t he laws or administrative regulations or +the articles of association in the discharge of its duties resulting in any loss to the +company, such shareholder(s) may reque st in writing that the board of directors +institutes litigation at a people’s court on its behalf. If the Supervisory Committee or +the board of directors refuses to institute lit igation after receiving this written request +from the shareholder(s), or fails to institute litigation within 30 days of the date of +receiving the request, or in case of emerge ncy where failure to institute litigation +immediately will result in irrecoverable damage to the company’s interests, such +shareholder(s) shall have the power to institute litigation directly at a people’s court in +its own name for the company’s benefit. For other parties who infringe the lawful +interests of the company resulting in loss to the company, such shareholder(s) may +institute litigation at a people’s court in accordance with the procedure described +above. Where a director or senior management violates any laws, administrative +regulations or the articles of association in infringement of shareholders’ interests, a +shareholder may also institute litigation at a people’s court. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 1 9– + + +--- page 357 --- +Finance and accounting +The company shall establish its own financial and accounting systems according +to the laws, administrative regulations and the regulations of the financial department +of the State Council. At the end of each financial year, a company shall prepare a +financial report which shall be audited by an accounting firm in accordance with the +laws. The financial and accounting reports shall be prepared in accordance with the +laws, administrative regulations and the regu lations of the financial departments of the +State Council. +The company’s financial reports shall be made available for shareholders’ +inspection at the company 20 days befor e the convening of an annual general +meeting. A joint stock limited company that makes public stock offerings shall publish +its financial reports. +When distributing each year’s profits after taxation, the company shall set aside +10% of its profits after taxation for the company’s statutory common reserve fund +until the fund has reached 50% or more of the company’s registered capital. When the +company’s statutory common reserve f und is not sufficient to make up for the +company’s losses for the previous years, the c urrent year’s profits shall first be used to +make good the losses before any allocation is set aside for the statutory common +reserve fund. After the company has made allocations to the statutory common reserve +fund from its profits after taxation, it may, upon passing a resolution at a +shareholders’ general meeting, make fur ther allocations from its profits after +taxation to the discretionary common reserve fund. After the company has made +good its losses and made allocations to its discretionary common reserve fund, the +remaining profits after taxation shall be distributed in proportion to the number of +shares held by the shareholders, unless otherwise stipulated in the articles of +association. +Profits distributed to shareholders by a resolution of a shareholders’ general +meeting or the board of directors in violation of the requirements described above +must be returned to the company. The company shall not be entitled to any +distribution of profits in respect of shares held by it. +The premium received from the issuance of shares by the company at a price +exceeding the par value of the shares, the capital obtained from the issuance of non-par +value shares not included in the registered capital, and other items stipulated by the +financial department of the State Council to be included in the capital reserve, shall be +credited to the capital reserves. The comm on reserve fund of the company shall be used +to cover the company’s losses, expand its business operations or increase its capital. +When using the company’s reserves to cover its losses, the balances of the discretionary +reserves and statutory reserves shall be used first to cover such losses; if there is still a +shortfall, the capital reserves may be used i n accordance with regulations. Upon the +transfer of the statutory common reserv e fund into capital, the balance of the fund +shall not be less than 25% of the registered capital of the company prior to such +transfer. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 2 0– + + +--- page 358 --- +The company shall have no accounting books other than the statutory books. The +company’s assets shall not be deposited in any account opened under the name of any +individual. +Appointment and removal of accountants +Pursuant to the PRC Company Law, the appointment or dismissal of an +accounting firm responsible for the company’s auditing shall be determined by +shareholders at a shareholders’ genera l meeting, the board of directors, or the +Supervisory Committee in accordance with the articles of association. The accounting +firm should be allowed to present its views when the general meeting or the board of +directors vote on the dismissal of the accounting firm at their respective meetings. The +company shall provide true and complete accounting vouchers, accounting books, +financial and accounting reports, and other accounting materials to the engaged +accounting firm and shall not refuse to provide, conceal, or falsify such materials. +Profit distribution +According to the PRC Company Law, the company shall not distribute profits +before losses are covered and the statutory common reserve fund is provided. +Amendments to the articles of association +Pursuant to the PRC Company Law, a reso lution of the shareholders’ general +meeting to amend the company’s articles of association requires affirmative votes by +more than two-thirds of the votes held by shareholders attending the meeting. +Dissolution and liquidation +Pursuant to the PRC Company Law, the company shall be dissolved under any of +the following circumstances: +(i) the term of its operation set out in th e articles of association has expired or +other events of dissolution specified in the articles of association have +occurred; +(ii) the shareholders have resolved at a sh areholders’ general meeting to dissolve +the company; +(iii) the company is dissolved by reason of its merger or division; +(iv) the business license of the company is revoked or the company is ordered to +close down or to be dissolved in accordance with the laws; or +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 2 1– + + +--- page 359 --- +(v) the company is dissolved by a people’s court in request of shareholders +holding shares representing more than 10% of the total voting rights of all +shareholders of the company, on the grounds that the operations and +management of the company have suffered serious difficulties that cannot be +resolved through other means, rendering on-going existence of the company +a cause for significant losses to the shareholders. +In cases where a company falls under the circumstances specified in subparagraph +(i) or (ii) above and has not yet distributed its assets to shareholders, it may continue +its existence by amending its articles of association or by resolution of the +shareholders’ meeting. Any amendments to the articles of association in accordance +with the provisions described above shall require the approval of more than two-thirds +of voting rights of shareholders attending a shareholders’ general meeting. +Where the company is dissolved under the circumstances set forth in paragraph +(i), (ii), (iv) or (v) above, it should establ ish a liquidation committee within 15 days of +the occurrence of the dissolution event. The liquidation committee shall be composed +of directors or any other persons determined by a shareholders’ general meeting. If a +liquidation committee is not established within the prescribed period, the company’s +creditors may petition a people’s court to appoint relevant personnel to form a +liquidation committee to conduct the liquidation. The people’s court shall accept such +petition and form a liquidation committee to conduct liquidation in a timely manner. +The liquidation committee may exercise following powers during the liquidation: +(i) to dispose of the company’s assets and to prepare a balance sheet and an +inventory of assets; +(ii) to notify the company’s cred itors or publish announcements; +(iii) to deal with any outstanding business related to the liquidation; +(iv) to pay any overdue tax together with any tax arising during the liquidation +process; +(v) to settle the company’s financial claims and liabilities; +(vi) to handle the company’s remaining assets after its debts have been paid off; +and +(vii) to represent the company in any civil procedures. +The liquidation committee shall notify the company’s creditors within 10 days of +its establishment, and publish an announcement in newspapers or the National +Enterprise Credit Information P ublicity System within 60 days. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 2 2– + + +--- page 360 --- +A creditor shall lodge his claim with the liquidation committee within 30 days of +receipt of the notification or within 45 days of the date of the announcement if he has +not received any notification. A creditor shall, in making his claim, state all matters +relevant to his creditor’s rights and furnish relevant evidence. The liquidation +committee shall register such creditor’s rights. The liquidation committee shall not +make any settlement to creditors during the period of the claim. +Upon disposal of the company’s property and preparation of the required balance +sheet and inventory of assets, the liquidation committee shall draw up a liquidation +plan and submit this plan to a shareholders’ general meeting or a people’s court for +endorsement. The remaining assets of the company, after payment of liquidation +expenses, employee wages, social insuran ce expenses and statutory compensation, +outstanding taxes and the company’s debts, shall be distributed to shareholders in +proportion to the shares held by them. The company shall continue to exist during the +liquidation period, although it cannot engage in operating activities that are not +related to the liquidation. The company’s property shall not be distributed to +shareholders before settlements are made in accordance with the requirements +described above. +Upon liquidation of the company’s property and preparation of the required +balance sheet and inventory of assets, if the liquidation committee becomes aware that +the company does not have sufficient assets to meet its liabilities, it must apply to a +people’s court for a declaration of bankruptcy in accordance with the laws. Following +such declaration by the people’s court, the liquidation committee shall hand over the +administration of the liquidation to the people’s court. +Upon completion of the liquidation, the liquidation committee shall submit a +liquidation report to the shareholders’ general meeting or a people’s court for +confirmation of its completion. Following such confirmation, the report shall be +s u b m i t t e dt ot h ec o m p a n yr e g i s t r a t i o na u t h ority to cancel the company’s registration, +and an announcement of its termination shall be published. Members of the liquidation +committee are required to perform their du ties in good faith and in compliance with +relevant laws. Members of the liquidation committee shall be prohibited from abusing +their authority in accepting bribes or other unlawful income and from +misappropriating the company’s properties. Members of the liquidation committee +are liable to indemnify the company and its creditors in respect of any loss arising from +their willful or material default. +Liquidation of a company declaring bankruptcy according to laws shall be +processed in accordance with the laws on corporate bankruptcy. +Overseas listing +Pursuant to the Overseas Listing Tria l Measures, if a PRC domestic company +submits an initial public offering application to an overseas regulatory authority or an +overseas stock exchange, the issuer shall fil e with the CSRC within three business days +after submitting the application. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 2 3– + + +--- page 361 --- +Suspension and termination of listing +The PRC Company Law has deleted provisions governing suspension and +termination of listing. The PRC Securities Law has also deleted provisions regarding +suspension of listing. Where listed securities fall under the delisting circumstances +stipulated by the stock exchange, the stoc k exchange shall terminate its listing and +trading in accordance with the business rules. +Pursuant to the Overseas Listing Trial Measures, in the case of voluntary or +mandatory termination of listing, the issuer shall report the specific situation to the +CSRC within three business days from the date of the occurrence and announcement of +the relevant event. +Merger and division +Pursuant to the PRC Company Law, a merger agreement shall be signed by +merging companies and the involved compan ies shall prepare their respective balance +sheets and inventory of assets. The companies shall notify their respective creditors +within 10 days from the date of passing the resolution approving the merger and +publicly announce the merger within 30 days. Creditors may demand the company to +settle any outstanding debts or provide relevant guarantees within 30 days of receiving +the notification, or within 45 days of the d ate of the announcement if no notification +was received. In the event of a merger, the cre dits and debts of the merging parties shall +be assumed by the surviving or the newly established company. +In the event of a division, the company’s assets shall be divided, and a balance +sheet and an inventory of assets shall be prepared. When a resolution regarding the +company’s division is approved, the company shall notify all its creditors within 10 +days from the date of passing such resolution and publicly announce the division in +newspapers within 30 days. Unless a written agreement is reached with creditors in +respect of the settlement of debts, the liab ilities of the company which have accrued +prior to such division shall be subject to joint liability by the successor companies. +IV. THE PRC SECURITIES LAW AND REGULATIONS +The PRC has promulgated a number of regulations that relate to the issuance and +trading of our shares and disclosure of information. In October 1992, the State Council +established the Securities Committee ( 國務院證券委員會)a n dt h eC S R C .T h eS e c u r i t i e s +Committee is responsible for coordinating the drafting of securities regulations, +formulating securities-related policies, plan ning the development of securities markets, +directing, coordinating and supervising all securities-related institutions in the PRC and +administering the CSRC. The CSRC is the regulatory arm of the Securities Committee and +is responsible for the drafting of regulatory provisions governing securities markets, +supervising securities companies, regulating public offerings of securities by PRC +companies in the PRC or overseas, regulat ing the trading of securities, compiling +securities-related statistics and undertaking relevant research and analysis. On March 29, +1998, the State Council consolidated the afore mentioned two departments and reformed the +CSRC. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 2 4– + + +--- page 362 --- +On April 22, 1993, the Provisional Regulations Concerning the Issuance and Trading +of Shares ( 《股票發行與交易管理暫行條例》) were promulgated by the State Council to +govern the application and approval procedures for public offerings of equity securities, +trading in equity securities, the acquisitio n of listed companies, deposit, settling and +transfer of listed equity securities, as well as t he disclosure of inform ation, investigation, +penalties and dispute resolutions with respect to a listed company. +On December 25, 1995, the State Council promulgated the Regulations of the State +Council Concerning Domestic Listed Foreign Shares of Joint Stock Limited Companies +(《國務院關於股份有限公司境內上市外資股的規定》). These regulations principally govern +the issuance, subscription, trading and declar ation of dividends of domestic listed foreign +shares and disclosure of information of joint s tock limited companies h aving domestic listed +foreign shares. +T h eS e c u r i t i e sL a wo ft h eP R C(《中華人民共和國證券法》) took effect on July 1, 1999 +and was revised as at August 28, 2004, October 27, 2005, June 29, 2013, August 31, 2014 +and December 28, 2019, respectively. It was the first national securities law in the PRC, and +is divided into 14 chapters and 226 articles regulating, among other matters, the issuance +and trading of securities, takeovers of listed companies, securities exchanges, securities +companies and the duties and responsibilitie s of the State Council’s securities regulatory +authorities. The PRC Securities Law compreh ensively regulates activities in the PRC +securities market. Article 224 of the PRC Secur ities Law provides that domestic enterprises +must comply with the relevant regulations of the State Council to, directly or indirectly, +issue securities or list their securities to be tr aded outside the PRC. Currently, the issuance +and trading of foreign issued securities (incl uding H shares) are principally governed by the +regulations and rules promulgated by the State Council and the CSRC. +On August 10, 2023, the CSRC promulgated the Guidance of H-share Companies +Applying for ‘‘Full Circulation’’ Business of Unlisted Shares in China ([2023] No. 50) ( 《H股 +公司境內未上市股份申請「全流通 +」業務指引》), which came into effect on the same day. This +provision is to regulate the listing and circulation (hereinafter referred to as ‘‘ Full +Circulation ’ ’ )o fu n l i s t e dd o m e s t i cs h a r e so fH - share companies listed on the Hong Kong +Stock Exchange (including unlisted domestic shares held by domestic shareholders before +overseas listing, unlisted domestic shares issued in China after overseas listing and unlisted +shares held by foreign shareholders) on the Stock Exchange. Subject to compliance with +relevant laws and regulations, as well as the policy requirements of state-owned assets +management, foreign investment and industry r egulation, the holders of unlisted domestic +shares may independently determine the number and proportion of shares for which an +application will be filed for circulation, and entrust H-share companies to file with the +CSRC. Unlisted domestic joint-stock limited companies may file with the CSRC for ‘‘Full +Circulation’’ simultaneously at the time of its overseas initial public offering and listing. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 2 5– + + +--- page 363 --- +V. ARBITRATION AND ENFORCEMENT OF ARBITRAL AWARDS +The Arbitration Law of the PRC ( 《中華人民共和國仲裁法》) (the ‘‘Arbitration Law ’’) +was passed on August 31, 1994, became effective on September 1, 1995 and was amended on +August 27, 2009 and September 1, 2017. It is applicable to contract disputes and other +property disputes between natural persons, legal persons and other organisations where the +parties have entered into a written agreement t o refer the matter to arbitration before an +arbitration committee constituted in acco rdance with the Arbitration Law. Under the +Arbitration Law, an arbitration committee may, before the promulgation by the PRC +Arbitration Association ( 中國仲裁協會) of arbitration regulations, formulate interim +arbitration rules in accordance with the Arb itration Law and the Civil Procedure Law. +Where the parties have by agreement provided arbitration as the method for dispute +resolution, the people’s court will refuse to handle the case, unless the arbitration agreement +is null and void. +Under the Arbitration Law and the Civil Procedure Law, an arbitral award made by +the arbitration body shall be final and conclusive and binding on the parties. If a party fails +to comply with an award, the other party to t he award may apply to the people’s court for +enforcement. The people’s court shall enforce the arbitral award upon receipt of the +application. A people’s court may refuse to enforce an arbitral award made by an +arbitration tribunal after verification by collegial bench formed by the people’s court if +there is any procedural irregularity (including but not limited to irregularity in the +composition of the arbitration tribunal or arb itration proceedings, the jurisdiction of the +arbitration commission, or the making of an award on matters beyond the scope of the +arbitration agreement). +A party seeking to enforce an arbitral award of PRC Arbitration Tribunal against a +party who, or whose property, is not within the PRC, may apply to a foreign court with +jurisdiction over the case for enforcement. Similarly, an arbitral award made by a foreign +arbitration body may be recognised and enforced by the PRC courts in accordance with the +principles of reciprocity or any international treaty concluded or participated in by the +PRC. The PRC acceded to the Convention on th e Recognition and Enforcement of Foreign +Arbitral Awards ( 《承認及執行外國仲裁裁決公約》,t h e‘ ‘New York Convention ’’) adopted on +June 10, 1958 pursuant to a resolution pa ssed by the SCNPC on December 2, 1986. The +New York Convention provides that all arbitral awards made in a state which is a party to +the New York Convention shall be recognised and enforced by other parties to the New +York Convention, subject to their right to refu se enforcement under certain circumstances, +including where the enforcement of the arbitral award is against the public policy of the +State to which the arbitration for enforcement is made. At the time of the PRC’s accession +to the New York Convention, the SCNPC declared that (i) the New York Convention will +only be applied to the recognition and en forcement of arbitral awards made in the +territories of other parties based on the principle of reciprocity; and (ii) the New York +Convention will only be applied to disputes deemed under PRC laws to be arising from +contractual or non-contractual mercantile legal relations. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 2 6– + + +--- page 364 --- +According to the Arrangement of the Suprem e People’s Court on Mutual Enforcement +of Arbitral Awards between the Mainland and the Hong Kong Special Administrative +Region (《最高人民法院關於內地與香港特別行政區相互執行仲裁裁決的安排》)p r o m u l g a t e d +by the Supreme People’s Court on January 24, 2000 and became effective on February 1, +2000, and the Supplementary Arrangement of the Supreme People’s Court on Mutual +Enforcement of Arbitral Awards between the Mainland and the Hong Kong Special +Administrative Region ( 《最高人民法院關於內地與香港特別行政區相互執行仲裁裁決的補充 +安排》) (Articles 1 and 4 became effective on November 27, 2020, and Articles 2 and 3 +became effective on May 19, 2021) promulgated on November 26, 2020, the courts of Hong +Kong agree to enforce the awards made pursuant to the Arbitration Law by the arbitral +authorities in the Mainland (the list to be sup plied by the Legislative Affairs Office of the +State Council ( 國務院法制辦公室) through the Hong Kong and Macao Affairs Office of the +State Council ( 國務院港澳事務辦公室)) and the people’s courts of the Mainland agree to +enforce the awards made in the Hong Kong pursuant to the Arbitration Ordinance of the +Hong Kong. If the people’s courts of the Mainland find that the enforcement of awards +made by the Hong Kong arbitral bodies in the Mainland will be against public interests of +the Mainland, or the courts of Hong Kong decide that the enforcement of the arbitral +awards in Hong Kong will be against public policies of Hong Kong, the awards may not be +enforced. +VI. JUDICIAL JUDGEMENT AND ENFORCEMENT +According to the Arrangement on Mutual Recognition and Enforcement of +Judgements in Civil and Commercial Matter s by the Courts of the Chinese Mainland and +of the Hong Kong Special Administrative Region Pursuant to Agreed Jurisdiction by +Parties Concerned ( 《關於 +內地與香港特別行政區法院相互認可和執行當事人協議管轄的民商 +事案件判決的安排》)p r o m u l g a t e db yt h eS u p r e m eP eople’s Court on July 3, 2008 and +implemented on August 1, 2008, in the case of final and enforceable judgement with +payment requirement, made by the court of China and the court of Hong Kong in a civil +and commercial case with written jurisdiction agreement, any party concerned may apply to +the people’s court of China or the court of Hong Kong for recognition and enforcement of +such judgement based on this arrangement. ‘‘Written jurisdiction agreement’’ refers to a +written agreement between the parties concerned giving the exclusive jurisdiction of either +the people’s court of China or the court of Hong Kong in order to resolve dispute relating +to particular legal relation oc curred or likely to occur. Therefore, the party concerned may +apply to the court of China or the court of Hong Kong to recognise and enforce the final +judgement made in China or Hong Kong that meet certain conditions of the +aforementioned regulations. +On January 18, 2019, the Supreme People’s Court and the Hong Kong government +signed the Arrangement on Reciprocal Recognition and Enforcement of Judgements in +Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong +Special Administrative Region ( 《關於內地與香港特別行政區法院相互認可和執行民商事案 +件判決的安排》) (the ‘‘ New Arrangement ’’), which seeks to establish a mechanism with +greater clarity and certainty for recognition and enforcement of judgements in wider range +of civil and commercial matters between Ho ng Kong and the PRC. The New Arrangement +discontinued the requirement for a written jurisdiction agreement for bilateral recognition +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 2 7– + + +--- page 365 --- +and enforcement. The New Arrangement came into effect on January 29, 2024, after the +promulgation of a judicial interpretation by the Supreme People’s Court and the +completion of the relevant legislative procedures in the Hong Kong. The New +Arrangement supersedes the Arrangement o n Reciprocal Recognition and Enforcement +of Judgements in Civil and Commercial Matters by the Courts of the Mainland and of the +Hong Kong Special Administration Region Pursuant to Agreed Jurisdiction Agreements +between Parties Concerned. It stipulates the application of the new arrangement for the +reciprocal recognition and enforcement of effective judgments in civil and commercial +matters by the courts of the Mainland and of the Hong Kong Special Administration +Region, as well as for the reciprocal recognition and enforcement of effective judgments +concerning civil compensation in criminal cases. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS +–I V - 2 8– + + +--- page 366 --- +I. SHARES +(I) Issuance of Shares +The shares of the Company shall be in registered form. +T h ei s s u eo ft h es h a r e so ft h eC o m p a n ys h a l lb eb a s e do nt h ep r i n c i p l e so f +openness, fairness, and impartiality, and shall rank pari passu in all respects with the +s h a r e so ft h es a m ec l a s s . +Each of the shares of the same class shall be issued under the same conditions and +at the same price in each issuance, and the same price shall be paid for each of the +shares subscribed for by subscribers. +(II) Increase, Reduction and Repurchase of Shares +In accordance with laws and regulations, the Company may, based on its +operating and development needs and the re solution of the general meeting, increase +its capital by the following ways: +(i) issuing shares to unspecified parties; +(ii) issuing shares to specific parties; +(iii) distributing bonus shares to existing shareholders; +(iv) conversion of its capital reserve to share capital; +(v) other ways required by laws, admin istrative regulations, and the CSRC. +The Company may reduce its registered ca pital. Where the Company reduces its +registered capital, the shares shall be reduced in proportion to the shares held by +shareholders, unless all shareholders unanimously agree not to reduce the registered +capital in accordance with the proportion of shares held by the shareholders. +The Company shall not repurchase its own shares, except under any of the +following circumstances: +(i) to reduce the registered capital of the Company; +(ii) to merge with another company that holds the shares of the Company; +(iii) to use the shares for Employee Stock Ownership Plan or as equity incentive; +(iv) shareholders who object to a merger or separation resolution made at the +general meeting requesting the Company to acquire their shares; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 1– + + +--- page 367 --- +(v) to utilize shares to satisfy the con version of corporate bonds that are +convertible into shares issued by the Company; +(vi) when it is necessary for the Company to protect the company value and the +shareholders’ equity. +The Company may acquire its shares in any of the following ways: +(i) offering to buy back shares from a ll shareholders on a pro rata basis; +(ii) buying back through open transaction; +(iii) other circumstances required by la ws and administrative regulations. +Where the Company acquires its shares under the circumstances set out in item (I) +or (II) of Article 21 hereof, it shall be resolved at the general meeting. Where the +Company acquires its shares under the circumstances set out in item (III), (V) or (VI) +of Article 21 hereof, it shall be resolve d at a Board meeting attended by more than +two-thirds of the Directors in accordance with the provisions of the Articles of +Association or upon authorization by the general meeting. +After the Company acquires its shares under the circumstances set out in Article +21, in the case of item (I), the shares shall be canceled within ten days from the date of +acquisition; in the case of items (II) and (IV), the shares shall be transferred or +canceled within six months; in the case of it ems (III), (V), and (VI), the shares held in +the aggregate by the Company shall not exceed 10% of the total issued shares of the +Company, and the shares shall be transferred or canceled within three years. +(III) Transfer of shares +Shares issued by the Company prior to its public offering shall not be transferable +within one year from the date on which the shares are listed and traded in a stock +exchange. +The Directors, supervisors and senior m anagement of the Company shall declare +the number of shares held by them and the relevant changes to the Company. The +number of shares transferred each year during their term of office as determined at the +time of their taking office shall not exceed 25% of the total number of shares of the +C o m p a n yh e l db yt h e m .T h es h a r e so ft h eC o m p a n yh e l db yt h e ms h a l ln o tb e +transferable within one year from the date of listing and trading of the shares. The +shares of the Company held by them shall not be transferable within six months after +their resignation. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 2– + + +--- page 368 --- +For the Company’s Directors, supervisors, senior management and shareholders +holding more than 5% of the Company’s shares, if they have sold the shares of the +Company or other securities with an equi ty nature held by them within six months +after purchasing, or if they have purchased s uch shares or securities again within six +months after selling them, the gains obtai ned therefrom shall be attributed to the +Company and be forfeited by the Board of the Company. However, securities +companies holding more than 5% of the shares due to the purchase of the remaining +shares after underwriting, and other circumstances stipulated by the CSRC are +excluded. +II. SHAREHOLDERS AND GENERAL MEETINGS +(I) General Rules of Shareholders +The Company shall maintain a register of shareholders. The register of +shareholders shall be the sufficient evidenc e proving the shareholders’ holding of the +Company’s shares. The shareholders shall enjoy the rights and assume the obligations +according to the class of the shares they hold. The shareholders holding the same class +of shares shall enjoy the equal rights and assume the equal obligations. +Shareholders of the Company shall enjoy the following rights: +(i) to receive dividends and other forms of distribution of interests in proportion +to their respective shareholdings; +(ii) to request the convening, organizing, presiding over, attending or appointing +a proxy to attend the general meeting a nd exercise the corresponding voting +rights in accordance with the law; +(iii) to supervise, and make r ecommendations or inquiries on the operation of the +Company; +(iv) to transfer, bestow or pledge the sh ares they hold according to the laws, +administrative regulations and the Articles of Association; +(v) to inspect and copy the Articles of Association, the register of shareholders, +minutes of general meetings, resolutions of the Board meetings and meetings +of the Supervisory Committee, and financial and accounting reports, and to +make recommendations or inquiries on the operation of the Company. +Shareholders who meet the requirements may inspect the accounting books +and accounting vouchers of the Company; +(vi) to participate in the distribution of the Company’s remaining assets in +proportion to their shareholdings upon the termination or liquidation of the +Company; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 3– + + +--- page 369 --- +(vii) to require the Company to acquire its shares by the shareholders who object +to a resolution of a general meeting on the merger or division of the +Company at a reasonable price; +(viii) other rights as provided by laws, administrative regulations, departmental +rules, or the Articles of Association. +The shareholders shall be entitled to request the People’s Court to cancel the +relevant resolution within 60 days after the resolution is adopted if the convening +procedure or voting method of the general meeting or Board meeting violates the laws, +administrative regulations or the Articles of Association, or the resolution content +breaches the Articles of Association. However, except that there are only minor defects +in the convening procedures or voting method of a general meeting or a Board meeting, +which do not materially affect the resolution. +Shareholders of the Company shall assume the following obligations: +(i) complying with the laws, administrative regulations and the Articles of +Association; +(ii) paying the share subscription price based on the shares subscribed for by +them and the method of acquiring such shares; +(iii) no withdrawal of share capital except for the circumstances set out in the +laws and regulations; +(iv) no abuse of shareholder’s rights to damage the interests of the Company or +other shareholders; no abuse of the independent legal person status of the +Company and the limited liability of shareholders to damage the interests of +the creditors of the Company; +(v) other obligations that should be assumed under laws, administrative +regulations and the Articles of Association. +If any shareholder of the Company abuses the shareholder’s rights and causes loss +to the Company or other shareholders, he/she shall be liable for the compensation. If +any shareholder of the Company abuses the independent legal person status of the +Company and the limited liability of sharehol ders to evade debts and severely damage +the interests of the creditors of the Company , he/she shall bear joint liability for the +debts of the Company. +(II) General Rules of General Meetings +The general meeting is the source of authority of the Company and shall exercise +the following functions and powers in accordance to the laws: +(i) to elect and replace Directors and supervisors, and to decide on matters +relating to their remunerations; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 4– + + +--- page 370 --- +(ii) to consider and approve the reports of the Board; +(iii) to consider and approve the re ports of the Supervisory Committee; +(iv) to consider and approve the profit dis tribution plan and loss recovery plan of +the Company; +(v) to make a resolution on the increase or reduction of the Company’s +registered capital; +(vi) to make a resolution on the issuance of bonds of the Company, or to +authorize the Board to make a resolution on the issuance of bonds of the +Company; +(vii) to make a resolution on matters such as the merger, division, dissolution, +liquidation, or change of company form of the Company; +(viii) to amend the Articles of Association; +(ix) to make a resolution on the appointment or dismissal of engagement of the +accounting firm undertaking the Company’s auditing business by the +Company; +(x) to consider and approve the guarantee matters set out in Article 43 hereof; +(xi) to consider the purchase or disposal of material assets by the Company +within one year exceeding 30% of the Company’s latest audited total assets; +(xii) to consider and approve the change of use of proceeds; +(xiii) to consider equity incentive plans and Employee Stock Ownership Plan; +(xiv) to consider other matters that should be resolved on by the general meeting +according to laws, administrative regulations, departmental rules or the +Articles of Association. +The following external guarantees and related transactions made by the Company +shall be considered and approved by the Board before being submitted to the general +meeting for approval: +(i) any single guarantee whose amount exceeds 10% of the audited net assets for +the latest period; +(ii) any guarantee provided after the to tal amount of the external guarantees +provided by the Company and its cont rolled subsidiaries exceed 50% of the +audited net assets for the latest period; +(iii) any guarantee provided after the to tal external guarantees of the Company +exceed 30% of the total audited assets for the latest period; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 5– + + +--- page 371 --- +(iv) the guarantee provided to the guaranteed object with a debt-to-asset ratio of +more than 70%; +(v) a guarantee amount exceeding 30% of the total audited assets for the latest +period of the Company within one year; +(vi) a guarantee amount exceeding 50% of the total audited assets for the latest +period and the absolute amount exc eeding RMB50 million of the Company +within one year; +(vii) any guarantee provided to the shareho lder, actual controller and its related +party; +(viii) any related transaction between the Company and a related natural person +involving an amount exceeding RMB3 million; +(ix) any related transaction between the Company and an related legal person, +where the transaction amount involved exceeds RMB30 million and +represents more than 5% of the absolute value of the Company’s the +audited net assets for the latest period; +(x) other guarantees and related transactions as stipulated in the Articles of +Association. +When the Board considers the above gua rantee matters, such matters must be +considered and approved by more than two-th irds of the Directors attending the Board +meeting. When the general meeting considers the guarantee matters under item (V) of +the preceding paragraph, such matters must be approved by more than two-thirds of +the voting rights held by the shareholders attending the meeting. +The general meetings shall be classified into annual general meetings and +extraordinary general meetings. The annu al general meeting shall be convened once +a year, and shall be held within six months after the end of the previous accounting +year. +In any of the following circumstances, the Company shall convene an +extraordinary general meeting within two months from the date of the occurrence of +the circumstance: +(i) when the number of Directors is less than the number specified in the +Company Law or two-thirds of the number required by the Articles of +Association; +(ii) the uncovered loss of the Company reaches one-third of the total share +capital; +(iii) upon request(s) by shareholder(s) in dividually or collectively holding more +than 10% of the Company’s shares; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 6– + + +--- page 372 --- +(iv) when the Board considers it necessary; +(v) when the Supervisory Committee proposes such a meeting be held; +(vi) other circumstances specified by laws, administrative regulations, +departmental rules or the Articles of Association. +(III) Convening of General Meetings +The independent Directors have the right to propose to the Board to convene an +extraordinary general meeting with the approval of a majority of all independent +Directors. For the proposal of independent Directors of convening an extraordinary +general meeting, the Board shall, in a ccordance with the provisions of laws, +administrative regulations and the Art icles of Association, provide a written +feedback on whether to agree or disagree with convening the meeting within ten +days upon receipt of the proposal. When the Board agrees to convene an extraordinary +general meeting, the Board shall, within five days after the Board resolution is made, +issue a notice calling for the meeting. Oth erwise, the reasons shall be stated. +The Supervisory Committee shall propose to the Board to convene an +extraordinary general meeting, and shall make such proposal in writing. The Board +shall, pursuant to the provisions of laws, adm inistrative regulations and the Articles of +Association, provide a written feedback on whether to agree or disagree with +convening the meeting within ten days upon receipt of the proposal. If the Board +agrees to convene an extraordinary general meeting, the Board shall, within five days +after the Board resolution is made, issue a notice calling for the meeting. Changes to +the original proposal in the notice shall be subject to the approval of the Supervisory +Committee. If the Board does not agree to convene an extraordinary general meeting, +or fails to provide a written feedback within ten days upon receipt of the proposal, the +Board shall be considered to be unable or fail to perform the duty of convening a +general meeting. The Supervisory Committee may convene and preside over the +meeting on its own. +Shareholders who individually or collectively hold more than 10% of the +Company’s shares shall have the right to request the Board to convene an +extraordinary general meeting which shall be submitted in writing to the Board. The +Board shall, pursuant to the provisions of l aws, administrative regulations and the +Articles of Association, provide a written feedback on making a resolution on whether +to convene extraordinary general meeting within ten days upon receipt of the request. +If the Board agrees to convene the extraordin ary general meeting, the Board shall serve +a notice of such meeting within five days after the Board resolution is made. In the +event of any change to the original proposa l, the consent of relevant shareholder(s) +shall be obtained. If the Board disagrees to convene an extraordinary general meeting +or fails to give a reply within ten days upon receipt of the request, shareholders who +individually or collectively hold more than 10% of the Company’s shares shall have the +right to propose to the Supervisory Commi ttee to convene the extraordinary general +meeting and shall submit their request in writing. The Supervisory Committee shall +provide a written feedback on making a revolution on whether to convene +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 7– + + +--- page 373 --- +extraordinary general meeting within ten days upon receipt of the request. If the +Supervisory Committee agrees to convene an extraordinary general meeting, the +Supervisory Committee shall, within five days upon receipt of the request, issue a +notice calling for the meeting. Changes to th e original proposal in the notice shall be +subject to the approval of relevant shareho lders. If the Supervisory Committee fails to +give the notice of the General Meeting wit hin the specified time limit, it shall be +deemed that the Supervisory Committee shall not convene and preside over the general +meeting, in which case, the shareholders w ho individually or collectively hold more +than 10% of the Company’s shares for more than 90 consecutive days may convene +and preside over the meeting by themselves. +When the Supervisory Committee or the shareholders decide to convene a general +meeting by themselves, they shall notify the Board in writing. Before a general meeting +resolution is made, the shareholding percentage of the convening shareholders shall be +not less than 10%. The Board and the secretary of the Board shall align with the +general meeting convened by the Supervisory Committee or the shareholders on their +own. The Board shall provide the register of shareholders after the close of business on +the record date. +(IV) Proposals and Notices of General Meetings +Where the Company convenes a general meeting, the Board, the Supervisory +Committee, and the shareholders who individually or collectively hold more than 1% +of the Company’s shares shall have the right to make proposals to the Company. +The shareholders who individually or collectively hold more than 1% of the +Company’s shares may raise a temporary proposal and submit it to the Board in +writing ten days before the general meeting i s held. The Board shall, within 2 days after +the receipt of the proposal, notify other shareholders and submit the temporary +proposal to the general meeting for approval. However, unless the temporary proposal +is in violation of the laws, administrative r egulations or the Articles of Association or +does not fall within the scope of the general meeting’s terms of reference. +The convener will notify each shareholder of an annual general meeting in writing +or by other ways of communication 20 days prior to the convening thereof, and notify +each shareholder of an extraordinary general meeting in writing or by other ways of +communication 15 days prior to the convening thereof. Regarding the calculation of +the notice period, the date of the meeting shall not be included. +The notice of the general meeting shall include the following particulars: +(i) the date, place and duration of the meeting; +(ii) the matters and proposals to be considered at the meeting; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 8– + + +--- page 374 --- +(iii) in clear statement that all sharehol ders are entitled to attend the general +meeting and they may appoint a proxy in writing to attend and vote at such +meeting on their behalf and that such proxies need not be shareholders of the +Company; +(iv) the date of record for the shareholde rs who are entitled to attend the general +meeting; +(v) the name and telephone number of the regular contact person for the +meeting. +The notice and supplementary notice of general meeting shall fully and completely +disclose the details of all proposals. +(V) Convening of General Meetings +All shareholders recorded in the register as at the record date or their proxies shall +have the right to attend the general meeting a nd exercise the voting right in accordance +with the relevant laws, regulation s and the Articles of Association. +A shareholder may either attend the general meeting in person or appoint a proxy +or proxies to attend and vote at such meeting on his/her behalf. An individual +shareholder that attends the meeting in person shall produce his or her own ID card or +other valid documents or proof evidencing his or her identity. If he or she appoints a +proxy to attend the meeting on his or her behalf, the proxy shall produce his or her +own valid proof of identity and the instrument of appointment from the shareholder. +Shareholders who are legal persons shall attend a meeting by their legal representative +or a proxy appointed by the legal representative. If the legal representative attends the +meeting, he or she shall produce his or her own ID card and a valid proof of his or her +legal representative status. If a proxy has been appointed to attend the meeting, such +proxy shall present his or her own ID card and the power of attorney in writing issued +by the legal representative of the corporate shareholder as a legal person in accordance +with the laws. +The power of attorney issued by a shareholder to appoint a proxy to attend a +general meeting shall clearly specify the matters, authority, and duration of the proxy’s +representation, including but not limited to contain the following information: +(i) the proxy’s name; +(ii) whether the proxy has the voting right; +(iii) instructions to vote in favor of, against or abstain from voting on each +resolution contained in the agenda of general meeting respectively; +(iv) the date of issuance and effective period of the power of attorney; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 9– + + +--- page 375 --- +(v) signature (or seal) of the appointer. If the appointer is a corporate +shareholder, the power of attorney shall be stamped with the seal of the +legal person entity. +Where the general meeting requires directors, supervisors and senior management +personnel to attend the meeting, the directors, supervisors and senior management +personnel shall attend and accept the shareholders’ questions. +The general meeting shall be presided over by the chairperson of the Board. when +the chairperson of the Board is unable or fails to perform his/her duty, a director +jointly elected by a simple majority of the di rectors shall preside over the meeting. At a +general meeting convened by the Supervisory Committee, the chairperson of +Supervisory Committee shall preside over the meeting. When the chairperson of the +Supervisory Committee is unable or fails to perform his/her duty, a supervisor jointly +elected by more than half of the supervisors shall preside over the meeting. If a general +meeting is convened by shareholders, the convener shall elect a representative to +preside over the meeting. When a general meeting is held, if the chairperson of the +meeting violates the rules of p rocedure, making continuance of the meeting impossible, +with the consent of the shareholders holding more than half of the voting rights present +at the meeting, the meeting may elect a pe rson to serve as the chairperson of the +meeting and the meeting shall continue. +(VI) Voting and Resolutions at a General Meeting +Resolutions at the general meeting shall be divided into ordinary resolutions and +special resolutions. Ordinary resolutions of the general meeting shall be passed by over +one-half of the voting rights represented by shareholders’ (including proxies) present at +the meeting. Special resolutions of the general meeting shall be passed by over two +thirds of the voting rights represented by shareholders (including proxies) present at +the meeting. +The following matters shall be adopted by an ordinary resolution of the general +meeting: +(i) work reports of the Board and the Supervisory Committee; +(ii) projects in relation to profit distribution and loss recovery prepared by the +Board; +(iii) the appointment and removal of mem bers of the Board and the Supervisory +Committee and their remuneration and payment method thereof; +(iv) proposed annual preliminary financial budgets, final account proposals of +the Company; +(v) the annual report of the Company; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 1 0– + + +--- page 376 --- +(vi) matters other than those requiring th e approval by way of special resolutions +in accordance with the provisions of the laws, administrative regulations or +the Articles of Association. +The following matters shall be adopted by a special resolution of the general +meeting: +(i) increase or reduction in the registered capital of the Company; +(ii) the division, merger, dissoluti on and liquidation of the Company; +(iii) amendments to these A rticles of Association; +(iv) purchase or sale of material assets or guarantees by the Company in excess of +thirty per cent of the Company’s latest t otal audited assets within a period of +twelve consecutive months; +(v) share incentive schemes; +(vi) other matters prescribed by the law s, administrative regulations or these +Articles of Association, and those matters determined by a general meeting +via ordinary resolution as having a material impact on the Company and are +required to be adopted by a special resolution. +Shareholders (including proxies) shall ex ercise their voting rights in line with the +amount of the shares with voting rights they represent, each share shall carry one vote. +The Company’s own shares held by the Company do not carry voting rights and such +shares shall not count towards the total number of shares with voting rights at general +meetings. The Board, independent directors and other shareholders who qualify with +relevant specified conditions may solicit for the voting shares from shareholders. +When matters in relation to connected transactions are considered at a general +meeting, shareholders with connected relati onship shall not participate in the voting +and the number of shares with voting rights represented by them shall not be counted +towards the total number of valid votes; the r esolutions of the general meetings shall +adequately disclose the votes of non-connected shareholders. +III. THE BOARD +(I) General Provisions for Directors +The directors of the Company shall be n atural persons. A person who falls into +any of the following circumstances shall not serve as a director of the Company: +(i) a person without capacity for civil co nduct or with restricted capacity for +civil conduct; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 1 1– + + +--- page 377 --- +(ii) a person who has been sentenced to criminal penalty for corruption, bribery, +infringement of property, misappropriation of property or sabotaging the +order of socialist market economy, where less than five years have elapsed +since the deprivation lapsed, or who has been deprived of his political rights +due to criminal offense, where less than five years have elapsed since the +deprivation lapsed, or who has been sentenced to probation and a 2-year +period has not elapsed since the date of expiration of the probation period; +(iii) a person who is a director or factory manager or manager of a company or +enterprise which has entered into insolvent liquidation and is personally +liable for the insolvency of such company or enterprise, where three years +have not yet elapsed since the date of completion of the liquidation of the +company or enterprise; +(iv) a person who is a former legal representative of a company or enterprise, the +business license of which was revoke d or such company or enterprise was +ordered to shut down due to violation of law and such person is personally +liable for such consequences, where less than three years have elapsed since +the date of the revocation of business license or closure by order of such +company or enterprise; +(v) a person who has a relatively large amount of debt which has become +overdue and is listed by the People’s Court as a dishonest person; +(vi) a person who is subject to a securities market entry prohibition measure +imposed by the CSRC, and the period of the prohibition has not lapsed; +(vii) other circumstances stipulated by laws, administrative regulations or +departmental rules. +Directors shall be elected or changed at the general meeting, and the general +meeting may remove any director by a resolut ion, which shall come into effect from the +date on which such resolution is made. A dir ector may serve a term of three years for +each session and may serve consecutive terms if re-elected upon the expiry of his term. +The term of a director commences from the date on which he assumes office, until the +current term of service of the Board ends. If a director’s term of service expires but a +new director is not yet appointed, the exist ing director shall continue to fulfill the +duties as a director according to the laws, adm inistrative regulations, departmental +regulations and these Articles of Association until the newly elected director’s +appointment comes into effect. The senior management personnel may concurrently +serve as a director, provided that the total number of directors who also hold the +position of senior management personnel and directors who are employee +representatives shall not exceed one-half of the total number of directors of the +Company. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 1 2– + + +--- page 378 --- +A director may resign before the expiration of his or her term of office. A +resigning director shall submit written resignation report to the Board. The Board will +disclose the relevant circumstances within two days. If, as a result of the resignation of +a director, the number of directors on the Board of the Company is lower than the +minimum number prescribed by the law, the original director shall continue to perform +the duties as a director in accordance wi th laws, administrative regulations, +departmental regulations and these Articles of Association until the newly elected +director assumes office. Except in the circumstances set out in the preceding +paragraph, the resignation of a director sha ll take effect when the resignation report +is served on the Board. +(II) Board +The Company shall have a Board, which shall be accountable to the general +meeting. The Board shall consist of 9 direc tors, with 3 independent directors and 1 +employee director. +The Board shall exercise the following functions and powers: +(i) to summon general meetings and rep ort its works to the general meeting; +(ii) to implement resolutions of the general meeting; +(iii) to decide on the Company’s business plan and investment project; +(iv) to formulate the Company’s projects for profit distribution and loss +recovery; +(v) to formulate projects for the increase or reduction of the registered capital of +the Company, the issue of bonds of the Company; +(vi) to formulate projects for mergers, division, dissolutions and changes in +corporate form of the Company; +(vii) to decide, within the authorisation of the general meeting, on matters such as +the issuance of corporate bonds, external investments, acquisition and sale of +assets, pledging of assets, external guarantee matters, entrusted wealth +management and related party transactions; +(viii) to decide on the establishment of the internal management structure of the +Company; +(ix) to decide on the appointment or dismissal of the general manager of the +Company and their remuneration; to decide on the appointment or dismissal +of senior management personnel such as the deputy general manager, the +financial controller and their remuneration upon nomination by the general +manager; +(x) to formulate the basic management system of the Company; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 1 3– + + +--- page 379 --- +(xi) to formulate the project of amendments to these Articles of Association; +(xii) to manage corporate information disclosure matters; +(xiii) to submit to the general meeting a reque st for the engagement or replacement +of the accounting firm auditing for the Company; +(xiv) to receive reports on the work of the Company’s general manager and +checking the work of the general manager; +(xv) to decide on the recommendation, appointment, or replacement of directors, +supervisors, and senior management personnel for the Company’s holding +subsidiaries, joint-stock companies, jo int ventures, or associated enterprises; +(xvi) such other powers granted by laws, administrative regulations, departmental +rules and regulations or these Articles of Association. +The Board is vested with the following decision-making authorities: +(i) the power of authority to make significant investment and transaction +decisions, such as external investm ents with the assets of the Company, +equity transfers, asset sales and purchases, and asset swaps, shall be exercised +in accordance with the Company’s Ma jor Investment and Transaction +Decision-Making System; +(ii) pursuant to the Company’s operational circumstances, the Board has the +autonomy to decide on borrowing from financial institutions such as banks +and the corresponding property guarantees. The authority is limited to: a +single loan amount not exceeding 30% of the Company’s most recently +audited net assets, and the total amount of loans incurred within the year not +exceeding the relevant loan quota approved in the annual financial budget by +the general meeting; +(iii) to decide on guarantee matters other than those stipulated in Article 43 of +these Articles of Association; +(iv) to decide on transactions with related parties that reach the following +criteria; +1. related-party transactions between the Company and an associated +natural person with a transaction amount exceeding RMB300,000 but +not exceeding RMB3 million. +2. related-party transactions betw een the Company and an associated legal +entity with a transaction amount exceeding RMB3 million but not +exceeding RMB30 million, and account ing for more than 0.5% but not +exceeding 5% of the absolute value of t he Company’s latest audited net +assets. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 1 4– + + +--- page 380 --- +(v) other investment and decision-making authorities granted by the general +meeting. +The Board shall have one chairperson. The chairperson of the Board shall be +elected by more than half of all directors. +The chairperson of the Board shall exercise the following duties and powers: +(i) to preside over general meetings and to summon and preside over meetings of +the Board; +(ii) to supervise and inspect the implementation of resolutions of Board; +(iii) to sign the share certificates, corpor ate bonds and other marketable securities +issued by the Company; +(iv) to sign on important documents of the Board and other documents which +should be signed by the Company’s legal representative; +(v) to exercise the powers and duties of the legal representative; +(vi) in the event of emergency of force majeure such as catastrophic natural +disaster, to enforce special discretion on the affairs of the Company in +accordance with provisions of laws and the interests of the Company and to +report to the Board and the general meeting of the Company in a timely +manner afterwards; +(vii) to promptly consult and communicate with the Company’s shareholders, +directors, and president regarding issues arising in the course of the +Company’s production and operation; +(viii) to attend the general manager’s office meetings when necessary; +(ix) to inquire about the situation and propose relevant topics to the working +bodies such as committees under the Board of the Company; +(x) other powers and duties granted by the Board. +Meetings of the Board are divided into r e g u l a rm e e t i n g sa n de x t r a o r d i n a r y +meetings. +Meetings of the Board shall be held at least twice a year. +The chairman shall convene and preside over extraordinary general meetings of +the Board within 10 days after receiving the proposal in any of the following +circumstances: +(i) when the chairman considers necessary; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 1 5– + + +--- page 381 --- +(ii) when jointly proposed by more than one-third of the directors; +(iii) when proposed by shareholders representing more than one-tenth of the +voting rights; +(iv) when proposed by the Supervisory Committee; +(v) when proposed by the general manager; +(vi) other circumstances stipulat ed by the Articles of Association. +In convening the regular and extraordinary meetings of the Board, the office of +the Board shall give a notice of the meeting 10 days and 2 days before the meeting date +to all directors, supervisors and general manager. If a notice is not given by hand, a +subsequent telephone call shall be made for confirmation and corresponding records +shall be made. In case of urgency and an extraordinary meeting of the Board is +required to be convened as soon as possible, the notice of such meeting shall be given +by telephone communication or other verbal means at any time provided that the +convener of the meeting shall give rel evant explanation at the meeting. +Meetings of the Board shall be held only if more than half of the directors are +present. Any resolutions of the Board must be subject to adoption by a simple majority +of all directors. Each director shall have o ne vote for the resolutions of the Board. +External guarantee that should be approved by the Board must be reviewed and +decided by more than two-thirds of the directors present at the meeting of the Board. +If directors have associated relation ship with enterprises involved in any +resolution proposed at a meeting of the Board, such directors shall not exercise the +voting power on the resolution or exercise the voting power on behalf of other +directors. The meeting of the Board may be held with over one-half directors without +associated relationship. If the unassociated directors attending the meeting of the +Board are less than 3 people, the issues shall be submitted to the general meetings for +examination. +(III) Special Committees of the Board +In accordance with the relevant resolutions of the general meeting, the Company’s +Board shall establish special committees such as the audit committ ee, the remuneration +and appraisal committee and the nomination committee, among which, the members of +the special committees are all composed of directors, a majority of the members of the +audit committee, the nomination committee and the remuneration and appraisal +committee shall be independent directors, and the audit committee shall include at +least one independent director who shall be an accounting professional. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 1 6– + + +--- page 382 --- +(IV) Senior Management Personnel +The Company shall have a general manager, who shall be appointed or dismissed +by the Board. The Company shall have a deputy general manager, secretary of the +Board, chief financial officer and other senior management personnel who shall be +appointed or dismissed by the Board. The gen eral manager shall serve a term of three +years and may serve consecutive terms upon reappointment. +IV. SUPERVISORY COMMITTEE +(I) Supervisors +Directors and senior management personnel shall not concurrently serve as a +supervisor. The term of office of the super visors shall be 3 years for each session. +Supervisors are eligible for re-election upon expiry of their term of office. +(II) Supervisory Committee +The Company shall have a Supervisory Committee. The Supervisory Committee +shall consist of 3 supervisors and shall have 1 chairperson. The Supervisory Committee +shall include shareholder representatives and an appropriate proportion of company +employee representatives, of which the proportion of employee representatives shall be +one-third. +The Supervisory Committee shall exercise the following functions and powers: +(i) to review and give written opinions on the periodic reports of the Company +prepared by the Board; +(ii) to examine the Company’s financial matters; +(iii) to supervise the performance by the directors and senior management +personnels of their duties to the Company and propose the dismissal of the +directors and senior management personnels who violates laws, +administrative regulations, the Artic les of Association or the resolutions of +the general meeting; +(iv) to demand rectification from the directors and senior management +personnels when the acts of such persons are harmful to the Company’s +interests; +(v) to propose the convening of extraordinary general meetings; to convene and +preside over the general meeting in the event that the Board fails to perform +its duties to convene and preside over the general meeting in accordance with +the Company Law; +(vi) to submit proposals to the general meeting; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 1 7– + + +--- page 383 --- +(vii) to file lawsuits against the directors and senior management personnels in +accordance with Article 189 of the Company Law; +(viii) in case of any abnormal matters duri ng the business operation of the +Company, to investigate, and if necessa ry, to engage professionals such as +accounting firms or law firms to assist its work with expenses being borne by +the Company; +(ix) to require directors and senior management personnels to submit reports on +the performance of their duties. +Meetings of the Supervisory Committee consist of regular meetings and +extraordinary meetings. Regular meetings of the Supervisory Committee shall be +held once every six months. An extraordinary meeting shall be convened by the +chairman of the Supervisory Committee within ten days from the date of occurrence of +any of the following circumstances: +(i) when proposed by any supervisor; +(ii) when the general meeting or the meeting of the Board passed a resolution +that violates the provisions and require ments of laws, rules and regulations, +the Articles of Association, the resolutions of general meeting of the +Company and other relevant provisions; +(iii) where the misconduct of directors a nd senior management personnel is likely +to cause material damage to the Company or to cause an adverse effect in the +marketplace; +(iv) when the Company, its directors, supervisors and senior management +personnel are sued by shareholders; +(v) when the Company, its directors, supervisors and senior management +personnel are punished by the securities regulatory authority or publicly +condemned by the stock exchange; +(vi) other circumstances specified in the Articles of Association. +V. FINANCIAL AND ACCOUNTING SYSTEM, DISTRIBUTION OF PROFITS AND +AUDIT +(I) Financial and Accounting System +The Company shall prepare the annual financial and accounting reports within 4 +months after the end of each financial year; prepare the interim financial and +accounting reports within 2 m onths after the end of the first 6 months of each financial +year; and prepare the quarterly financial and accounting reports within 1 month after +the end of the first 3 months and the first 9 months of each financial year. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 1 8– + + +--- page 384 --- +When distributing the after-tax profits of the current year, the Company shall +allocate 10% of its profits into its statutory reserve fund. When the cumulated amount +of the statutory reserve fund of the Compan y has reached 50% or more of its registered +capital, no further allocation is required. +After the resolution on the profit distrib ution is approved at the general meeting +of the Company, the Board of the Company sha ll complete the distribution within six +months after the approval of the resolution of the general meeting. +(II) Internal Audit +The Company shall implement an internal audit system, where dedicated auditors +carry out the internal audit and supervision over the revenue and expenditure and the +economic activities of the Company. The internal audit system of the Company and the +duties of the auditing staff shall be subject to the approval of the Board. The officer in +charge of audit shall be accountable to the Board and report his/her work to the same. +(III) Engagement of an Accounting Firm +The Company shall engage accounting firms ‘‘qualified for securities related +business’’ to audit its accounting statements, verify its net assets, and provide other +relevant consulting services. The term of appointment shall be 1 year and the term of +office may be renewed. The Company’s appointment of an accounting firm shall be +decided by the general meeting. The Board shall not appoint any accounting firm prior +to a decision made by the general meeting. +VI. NOTICE +Notices of the Company may be served as follows: +(i) by personal delivery; +(ii) by post; +(iii) by announcement; +(iv) by email; +(v) by other means specified in the Articles of Association. +Where a notice of the Company is served by announcement, the notice shall be deemed +as received by all the relevant persons once the notice is announced. +Any notice convening the general meeting of the Company shall be delivered by hand, +fax, mail, email, announcement, telephone or other verbal means. Any notice convening a +Board meeting of the Company shall be delivered by hand, fax, mail, email, announcement, +telephone or other verbal means. Any notice convening a meeting of the Supervisory +Committee of the Company shall be delivered by hand, fax, mail, email, announcement, +telephone or other verbal means. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 1 9– + + +--- page 385 --- +If the notice of the Company is delivered by hand, the addressee shall sign (or stamp) +on the receipt of service, and the date of signature of the addressee shall be the date of +service; if the notice of the Company is sent by mail, the date of service shall be 5th working +day after the date of delivery to the post office; if the notice of the Company is sent by +email, the date of service shall be the date the email reaches the designated electronic +mailbox of the addressee. Where a notice of the Company is sent by way of an +announcement, the date of publication of the first announcement shall be the date of +service. +VII. MERGER, DIVISION, CAPITAL INCR EASE AND REDUCTION, DISSOLUTION, +AND LIQUIDATION +(I) Merger, Division, Capital Increase and Reduction +A merger of the Company may take the form of merger by absorption or merger +by new establishment. A company absorbing other companies is a merger by +adsorption, and the absorbed company is dissolved. The merger of two or more +companies to create a new company is a merger by new establishment, and the merging +parties are dissolved. In the case of a merger, parties related to the merger shall execute +a merger agreement, and shall prepare the balance sheets and a list of assets. The +Company shall notify its creditors within ten days since the date on which the +resolution to proceed with the merger is adopted, and publish an announcement within +30 days in the newspapers and on the websites designated by the Company for +information disclosure, or on the National Enterprise Credit Information Publicity +System. Creditors shall, within 30 days since the date of receiving the notice, or +creditors who do not receive the notice shall, within 45 days since the date of the public +announcement, be entitled to require the Company to pay off its debts in full or to +provide a corresponding guarantee. +If the Company is to be divided, its property shall be divided accordingly. In the +case of a division, the balance sheets and a list of assets shall be prepared. The +Company shall notify its creditors within ten days since the date on which the +resolution to proceed with the division is adopted, and publish an announcement +within 30 days in the newspapers and on the websites designated by the Company for +information disclosure, or on the National Enterprise Credit Information Publicity +System. Debts owed by the Company prior to the division shall be assumed by the +companies in existence after the division jointly and severally, except as otherwise +stated in the written agreement entered in to between creditors and the Company for +debt service prior to the division. +In case of a reduction in the Company’s registered capital, the Company shall +prepare a balance sheet and a list of assets. The Company shall notify its creditors +within ten days since the date on which the resolution to proceed with the reduction in +the registered capital is adopted, and publish an announcement within 30 days in the +newspapers and on the websites designated by the Company for information +disclosure, or on the Nation al Enterprise Credit Information Publicity System. +Creditors shall, within 30 days since the date of receiving the notice, or creditors who +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 2 0– + + +--- page 386 --- +do not receive the notice shall, within 45 da ys since the date of the announcement, be +entitled to require the Company to pay off its debts in full or to provide a +corresponding guarantee. +(II) Dissolution and Liquidation +The Company shall be dissolved in any of the following circumstances: +(i) the business term stipulated in the Articles of Association has expired or +other circumstances for dissolution sp ecified in the Articles of Association +arise; +(ii) the general meeting has resolved to dissolve the Company by way of +resolution; +(iii) the merger or division of the Company require s a dissolution; +(iv) the business license is revoked or the Company is ordered to close down or is +cancelled in accordance with the law; +(v) if the Company gets into serious trouble in operations and management and +its continuation may incur material losses of the interests of the +Shareholders, and no solution can be found through any other means, the +Shareholders holding more than 10% of the total voting rights of the +Company may request the People’s Court to dissolve the Company. +When causes for the dissolution as stipulated in the preceding paragraph occur, it +shall disclose the reasons for dissolution through the National Enterprise Credit +Information Publicity System within ten days. +Where the Company is in the situation des cribed in items (i) and (ii) of Article 191 +and has not distributed any property to shareholders, it may continue to exist by +amending the Articles of Association or a re solution passed by the general meeting. +The amendments to the Articles of Association in accordance with the provisions in the +preceding article shall require the approval of at least two-thirds of the voting rights +held by Shareholders attending the general meeting. +Where the Company is dissolved as a result of aforesaid requirements, it shall be +liquidated. If the Directors are the liquidation obligors of the Company, they shall +establish a liquidation committee within fi fteen days after the causes for the dissolution +arise and carry out liquidation. The liquida tion committee shall consist of directors or +persons determined by the general meeting. If the Company fails to set up the +liquidation committee to liquidate within the a foresaid period or fails to liquidate after +establishing a liquidation committee, the int erested parties may apply to the People’s +Court for appointment of relevant persons to form a liquidation committee so as to +proceed with liquidation. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 2 1– + + +--- page 387 --- +The liquidation committee shall notify all creditors within 10 days after its +establishment and shall publish an announcement within 60 days in the newspapers +and on the websites designated by the Company for information disclosure, or on the +National Enterprise Credit In formation Publicity System. The creditors shall declare +their claims to the liquidation committee within 30 days from the date of receipt of the +notice or within 45 days from the date of the announcement if they have not received +the notice. A creditor declaring a claim shall state the matters to which the claim +relates and provide supporting documents. The liquidation committee shall register the +claim. During the period of declaration of c laims, the liquidation group shall not make +any settlement to the creditors. +The liquidation committee shall formulate a liquidation plan after dealing with +the Company’s assets and compiling a balance sheet and a list of assets, and report it to +a general meeting or the People’s Court for confirmation. The remaining assets of the +Company after paying the liquidation expenses, employees’ wages, social insurance +costs and statutory compensation, paying the outstanding taxes and settling the +Company’s debts respectively, shall be dist ributed to the shareholders of the Company +in proportion to their shareholding. During the liquidation period, the Company shall +exist, but cannot engage in operating activit ies that are not related to the liquidation. +The assets of the Company shall not be distr ibuted to the shareholders until it has been +liquidated in accordance with the preceding paragraph. +If the liquidation committee, after e xamining the assets of the Company and +preparing the balance sheet and a list of assets, finds that the assets of the Company +are insufficient to satisfy its debts, it sha ll, in accordance with the law, apply to the +People’s Court for bankruptcy liquidation. Following a ruling by the People’s Court +that the Company is declared bankrupt, the liquidation committee shall hand over all +matters relating to the liquidation to the b ankruptcy administrator appointed by the +People’s Court. +Following the completion of the liquidation of the Company, the liquidation +committee shall make a liquidation report, report to the general meeting or the +People’s Court for confirmation, and submit it to the company registration authority, +apply for cancellation of the company registration. +VIII. AMENDMENT TO THE ARTICLES OF ASSOCIATION +The Company shall amend the Articles of Association in any of the following cases: +(i) after the PRC Company Law or relevant laws, administrative regulations have +been amended, the matters provided for in the Articles of Association are conflict +with the provisions of the amended laws, administrative regulations; +(ii) the circumstances of the Company have changed and are inconsistent with the +matters recorded in the Articles of Association; +(iii) the general meeting decides to amend the Articles of Association. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 2 2– + + +--- page 388 --- +Where the matters of amendment of the Articles of Association adopted by resolution +of the general meeting need the examination an d approval of the competent authorities, +these matters shall be submitted to the competent authorities for approval; if they involve +matters of the Company’s registration, the registration of the changes shall be made in +accordance with the law. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +–V - 2 3– + + +--- page 389 --- +A. FURTHER INFORMATION ABOUT OUR GROUP +1. Incorporation +Our Company was established under the l aws of the PRC as a limited liability +company on September 4, 2009 with an initial registered capital of RMB10,000,000. +On April 21, 2016, our Company was converted to a joint stock company with limited +liability under the PRC Company Law. The re gistered address and headquarter of our +Company in the PRC is at Economic Development Zone, Fanchang County, Wuhu +City, Anhui Province, the PRC. A summary of our Articles is set out in ‘‘Appendix V +— Summary of Articles of Association’’. +We have established a place of business in Hong Kong at 40/F, Dah Sing +Financial Centre, 248 Queen’s Road East, Wanchai, Hong Kong, and was registered +with the Companies Registry in Hong Kong as a non-Hong Kong company under Part +16 of the Companies Ordinance on March 12, 2025. Ms. Au Wai Ching, being our joint +company secretary has been appointed as the authorized representative of our +Company for the acceptance of service of process and notice in Hong Kong. Our +address for acceptance of service of process is 40/F, Dah Sing Financial Centre, 248 +Queen’s Road East, Wanchai, Hong Kong. +As our Company was incorporated in the PRC, our 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 our Articles of Association is set out in Appendix IV +and V, respectively. +2. Changes in Share Capital of our Company +Our Company was incorporated on September 4, 2009 with registered capital of +RMB10,000,000 under the laws of the PRC as a limited liability company. Save as +disclosed in ‘‘History, Development and Corporate Structure’’, there has been no +alteration in our total issued share capital within the two years immediately preceding +the date of this prospectus. +3. Changes in the Share Capital of Our Subsidiaries +A summary of the corporate information and the particulars of our subsidiaries +are set out in ‘‘History, Development and Corporate Structure — Our Principal +Operating Subsidiaries’’ and Note 1 to the Accountants’ Report as set out in Appendix +I to this prospectus. Save for the establishment of Zhangzhou Nida, a wholly-owned +subsidiary of the Company, with a register ed capital of RMB10 million, there has been +no change in the share capital of our subsid iaries within the two years immediately +preceding the date of this prospectus. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 1– + + +--- page 390 --- +4. Resolutions of our Shareholders in relation to the Global Offering +Pursuant to the resolutions passed at a duly convened general meeting of our +Shareholders on March 28, 2025, it was resolved, among others: +(a) the issue by our Company of H Shares of nominal value of RMB1.00 each +a n ds u c hHS h a r e st ob el i s t e do nt h eS t o c kE x c h a n g e ; +(b) the number of H Shares to be issued pursuant to the Global Offering, and the +grant to the overall-coordinator of the Over-allotment Option of not more +than 15% of the number of H Shares issued pursuant to the Global Offering; +(c) the net proceeds from the Global Offering shall be applied for the purposes +as disclosed in ‘‘Future Plans and Use of Proceeds’’; +(d) subject to the CSRC’s approval, upon completion of the Global Offering, +67,347,108 Domestic Unlisted Shares in aggregate of our Company will be +converted into H Shares; +(e) subject to the completion of the Global Offering, the conditional adoption of +the Articles of Association which shall become effective upon the Listing; +and +(f) authorization of our Board and its authorized persons to handle all matters +relating to, among other things, the Global Offering and the Listing. +5. Restrictions on Repurchase +See ‘‘Appendix IV — Summary of Principal Legal and Regulatory Provisions’’ +and ‘‘Appendix V — Summary of Articles of Association’’ for details. +B. FURTHER INFORMATION ABOUT OUR BUSINESS +1. Summary of Material Contracts +The following contracts (not being contracts entered into in the ordinary course of +business) have been entered into by us within the two years preceding the date of this +prospectus and are or may be material: +(a) the share repurchase agreement, dated June 25, 2024, entered into among our +Company, Beijing Sequoia, Mr. Yang, M s. Li, Jurun Investment, Kaixuan +Star and Kailai Star, pursuant to which our Company repurchased the +Shares from Beijing Sequoia at a consid eration of RMB135,000,000 plus +interest; +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 2– + + +--- page 391 --- +(b) the capital increase agreement, dated December 8, 2024, entered into between +our Company, Mr. Yang, Ms. Li, Jurun Investment, Kaixuan Star, Kailai +Star, Shenzhen Junrong, Nuoxiang Jinhong, Nuoxiang Dongchen, Huaan +Fund and Xingnong Fund, pursuant to which Huaan Fund subscribed for +RMB1,210,646 of the registered capital of the Company at a consideration of +RMB40,000,000 and Xingnong Fund subscribed for RMB1,059,315 of the +registered capital of the Company at a consideration of RMB35,000,000; +(c) the cornerstone investment agreement, dated June 3, 2026, entered into +among our Company, Wuhu Fanchang District Rural Revitalization +Development Group (Hong Kong) Limited (‘‘ Fanchang Revitalization ’’), +Wuhu Fanchang District Rural Revitalization Development Group Co., +Ltd.* ( 蕪湖市繁昌區鄉村振興發展集團有限公司), CITIC Securities (Hong +Kong) Limited, Guoyuan Capital (Ho ng Kong) Limited, CLSA Limited and +Guoyuan Securities Brokerage (Hong Kong) Limited, pursuant to which +Fanchang Revitalization agreed to subscribe for 1,610,000 H Shares at the +Offer Price (exclusive of the brokerage, AFRC transaction levy, SFC +transaction levy and Stock Exchange trading fee); +(d) the cornerstone investment agreement, dated June 3, 2026, entered into +among our Company, Top New Development Limited (‘‘ Top New ’’), CITIC +Securities (Hong Kong) Limited, Guoyuan Capital (Hong Kong) Limited, +CLSA Limited and Guoyuan Securitie s Brokerage (Hong Kong) Limited, +pursuant to which Top New agreed to subscribe for such number of H Shares +(rounded down to the nearest whole board lot of 100 H Shares) at the Offer +Price that may be purchased for an amount of USD10,000,000 (inclusive of +the brokerage, AFRC transaction le vy, SFC transaction levy and Stock +Exchange trading fee); and +(e) the Hong Kong Underwriting Agreement. +2. Intellectual Property Rights of Our Group +(a) Patents +As of the Latest Practicable Date, our Group has registered the following +patents which, in the opinion of the Directors, are material to our business: +No. Patent Patentee Patent number +Application +date Expiry date +(yyyy/mm/dd) (yyyy/mm/dd) +1. A Manual Punching +Device for Fruit +Pickling ( 一種水果醃 +製用手動打孔裝置) +Liuliu Research +Institute +ZL201720250645.X 2017/03/15 2027/03/14 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 3– + + +--- page 392 --- +No. Patent Patentee Patent number +Application +date Expiry date +(yyyy/mm/dd) (yyyy/mm/dd) +2. An Air-Blowing +Packaging Device for +Snacks ( 一種零食用吹 +空包裝置) +Liuliu Research +Institute +ZL201720249799.7 2017/03/15 2027/03/14 +3. A Stirring Barrel for +Candied Fruit +Pickling ( 一種蜜餞醃 +製用攪拌桶) +Liuliu Research +Institute +ZL201720249753.5 2017/03/15 2027/03/14 +4. An Anti-Rollover +Gantry for Candied +Fruit Transportation +(一種蜜餞運輸用防翻 +滾龍門架) +Liuliu Research +Institute +ZL201720249771.3 2017/03/15 2027/03/14 +5. A Punching Machine for +Fruit Pickling ( 一種水 +果醃製用打孔機) +Liuliu Research +Institute +ZL201720250644.5 2017/03/15 2027/03/14 +6. An Adjustable Steering +Device for Candied +Fruit Transportation +(一種蜜餞運輸用可調 +轉向裝置) +Liuliu Research +Institute +ZL201720250661.9 2017/03/15 2027/03/14 +7. An Automatic Material +Distribution Device +for Candied Fruit ( 一 +種蜜餞用自動分料裝 +置) +Liuliu Research +Institute +ZL201720249755.4 2017/03/15 2027/03/14 +8. A Punching Machine for +Candied Fruit +Pickling ( 一種蜜餞醃 +製用打孔機) +Liuliu Research +Institute +ZL201720249800.6 2017/03/15 2027/03/14 +9. An Automatic Cleaning +Equipment for Green +Plums ( 一種青梅自動 +清洗設備) +Plum Jelly Tech ZL201711416501.8 2017/12/22 2037/12/21 +10. A Fruit Sorting and +Conveying Device ( 一 +種果品篩選輸送裝置) +Anhui Plum ZL201711408986.6 2017/12/22 2037/12/21 +11. A Barrel Tipping +Machine for +Automatic Unloading +of Sugar-Soaking +Barrels ( 一種用於糖漬 +桶自動倒料的翻桶機) +Guangxi Liuliu ZL201822171588.3 2018/12/24 2028/12/23 +12. A Forming Mechanism +for Sealing Plastic +Packaging Bag ( 一種 +用於塑料包裝袋封口 +的成型機構) +Our Company ZL201920167562.3 2019/01/18 2029/01/17 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 4– + + +--- page 393 --- +No. Patent Patentee Patent number +Application +date Expiry date +(yyyy/mm/dd) (yyyy/mm/dd) +13. A Lower Roll Film Tray +Bracket ( 一種下卷膜 +托盤支架) +Our Company ZL201920167578.4 2019/01/18 2029/01/17 +14. A Discharge Hopper +with Diverting and +Blocking Rods ( 一種 +具有分流擋料桿的下 +料斗) +Our Company ZL201920086419.1 2019/01/18 2029/01/17 +15. A Receiving Box for the +Automatic Packaging +Machine ( 一種自動包 +裝機接料盒) +Guangxi Liuliu ZL201920090348.2 2019/01/21 2029/01/20 +16. An Elevated Roller +Transport Device ( 一 +種高空輥筒運輸裝置) +Our Company ZL201920090457.4 2019/01/21 2029/01/20 +17. A Defective Product +Removal Device for +Food Packaging ( 一種 +用於食品包裝的不良 +品去除裝置) +Our Company ZL201920139789.7 2019/01/28 2029/01/27 +18. A Grid Filtration Device +for the +Sugar-Draining +Machine ( 一種瀝糖機 +格柵過濾裝置) +Our Company ZL201920139974.6 2019/01/28 2029/01/27 +19. A Continuous Cooking +Machine ( 一種 +連續煮 +製機) +Our Company ZL201920139784.4 2019/01/28 2029/01/27 +20. A Selection and +Conveying Line for +Fruit Product +Processing ( 一種水果 +製品加工挑選輸送線) +Guangxi Liuliu ZL201920139782.5 2019/01/28 2029/01/27 +21. A Quantitative +Seasoning Device for +Candied Fruit +Processing ( 一種用於 +蜜餞加工的定量調味 +裝置) +Liuliu Research +Institute +ZL201921003183.7 2019/07/01 2029/06/30 +22. A Sorting and +Classification System +for Candied Fruit +Processing ( 一種用於 +蜜餞加工的挑選分類 +系統) +Liuliu Research +Institute +ZL201921011145.6 2019/07/02 2029/07/01 +23. A Defective Product +Removal Device for +Candied Fruit ( 一種蜜 +餞的不良品剔除裝置) +Liuliu Research +Institute +ZL201921033425.7 2019/07/04 2029/07/03 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 5– + + +--- page 394 --- +No. Patent Patentee Patent number +Application +date Expiry date +(yyyy/mm/dd) (yyyy/mm/dd) +24. A Method and System +for the Extraction and +Recovery of +Amygdalin from +Green Plums ( 一種用 +於青梅中苦杏仁苷析 +出與回收的方法以及 +系統) +Our Company ZL202010485550.2 2020/06/01 2040/05/31 +25. A Method for +Extracting Aromatic +and Aliphatic Organic +Acids from Green +Plums ( 一種青梅中芳 +香族和脂肪族有機酸 +的提取方法) +Our Company ZL202011212395.3 2020/11/03 2040/11/02 +26. A Method for Preparing +Green Plum Essence +with Rich Mumefural +and High-Purity +Green Plum +Mumefural ( 一種富含 +梅素的青梅精及高純 +度青梅梅素的製備方 +法) +Our Company ZL202011242366.1 2020/11/09 2040/11/08 +27. A Plum Vibration +Grading Machine ( 一 +種梅坯振動分級機) +Our Company, +Zhaoan Liuliu +ZL202121440689.1 2021/06/28 2031/06/27 +28. An Elevator with +Filtration Function +(一種帶 +有過濾功能的 +提升機) +Our Company, +Zhaoan Liuliu +ZL202121680478.5 2021/07/23 2031/07/22 +29. A Processing Method +for Increasing the +Mumefural Content +in Smoked Plums ( 一 +種提高烏梅中梅素含 +量的加工方法) +Our Company ZL202211248372.7 2022/10/12 2042/10/11 +30. An Anti-Blockage +Drainage Filtration +Mechanism ( 一種防堵 +型排水過濾機構) +Our Company, +Liuliu +Research +Institute, Plum +Jelly Tech +ZL202223376733.4 2022/12/14 2032/12/13 +31. A Raw Liquid +Extraction Device +Used in Food +Processing ( 一種食品 +加工中使用的原液抽 +取裝置) +Our Company, +Liuliu +Research +Institute, Plum +Jelly Tech, +Zhaoan Liuliu +ZL202322376855.1 2023/08/31 2033/08/30 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 6– + + +--- page 395 --- +No. Patent Patentee Patent number +Application +date Expiry date +(yyyy/mm/dd) (yyyy/mm/dd) +32. A Detachable +Automatic Fruit +Sorting and Receiving +Device ( 一種拆卸式果 +實自動篩選接料裝置) +Our Company, +Liuliu +Research +Institute, Plum +Jelly Tech, +Zhaoan Liuliu +ZL202322948237.X 2023/11/01 2033/10/31 +33. An Automatic +Packaging Sorting +Device with an +Automatic Discharge +Structure ( 一種帶有自 +動下料結構的包裝自 +動分揀裝置) +Our Company, +Liuliu +Research +Institute, Plum +Jelly Tech, +Zhaoan Liuliu +ZL202323035984.0 2023/11/10 2033/11/09 +34. A Rapid Food +Packaging Detection +Device with +Adjustable Feeding +Positions ( 一種可調整 +進料位置的食品包裝 +快速檢測裝置) +Our Company, +Liuliu +Research +Institute, Plum +Jelly Tech, +Zhaoan Liuliu +ZL202323053595.0 2023/11/13 2033/11/12 +35. A Quick-Freezing +Bayberry Sorting +Machine ( 一種速凍楊 +梅篩選機) +Our Company, +Plum Jelly +Tech, Zhaoan +Liuliu +ZL202323135758.X 2023/11/21 2033/11/20 +36. An Intermittent +Multi-Stage +Processing Machine +for Controlling +Feeding Speed with +Pitting and Peeling +Functions ( 一 +種便於 +控制下料速度的間歇 +式多級加工去核去皮 +機) +Our Company, +Liuliu +Research +Institute, Plum +Jelly Tech, +Zhaoan Liuliu +ZL202323459227.6 2023/12/19 2033/12/18 +37. An Automatic Feeding +Fruit Punching +Device with Debris +Collection Function +(一種便於收集碎屑的 +自動上料果實打孔裝 +置) +Our Company, +Liuliu +Research +Institute, Plum +Jelly Tech, +Zhaoan Liuliu +ZL202323548027.8 2023/12/26 2033/12/25 +38. A Multi-Functional +Rapid Food Safety +Detection and +Analysis Device with +an Anti-Shaking +Structure ( 一種具有防 +晃動結構的多功能食 +品安全快速檢測分析 +裝置) +Our Company, +Liuliu +Research +Institute, Plum +Jelly Tech, +Zhaoan Liuliu +ZL202420002088.X 2024/01/02 2034/01/01 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 7– + + +--- page 396 --- +No. Patent Patentee Patent number +Application +date Expiry date +(yyyy/mm/dd) (yyyy/mm/dd) +39. A New Type of +Microbial +Fermentation Device +with Inner Wall +Cleaning Function ( 一 +種具有內壁清理功能 +的新型微生物發酵裝 +置) +Our Company, +Liuliu +Research +Institute, Plum +Jelly Tech, +Zhaoan Liuliu +ZL202420038054.6 2024/01/08 2034/01/07 +40. A Pesticide Residue +Detection Device for +Food Ingredients ( 一 +種食品原料農藥殘留 +檢測裝置) +Our Company, +Liuliu +Research +Institute, Plum +Jelly Tech, +Zhaoan Liuliu +ZL202420085961.6 2024/01/15 2034/01/14 +41. An Automatic Lid +Opening and Closing +and Vacuum-Packing +Device for Food +Packaging ( 一種可自 +動開合蓋的食品包裝 +抽真空裝置) +Our Company, +Liuliu +Research +Institute, Plum +Jelly Tech, +Zhaoan Liuliu +ZL202420293553.X 2024/02/18 2034/02/17 +42. A Metal Component +Detection Mechanism +for Food ( 一種食品金 +屬成分檢測機構) +Our Company, +Liuliu +Research +Institute, Plum +Jelly Tech, +Zhaoan Liuliu +ZL202420347399.X 2024/02/26 2034/02/25 +(b) Trademarks +As of the Latest Practicable Date, our Group has registered the following +trademarks which, in the opinion of the D irectors, are material to our business: +No. Trademark Class +Place of +registration +Registration +number Registered owner Validity period +(yyyy/mm/dd) +1. + 29, 30, +31, 32, +33, 35 +Hong Kong 306734593 Our Company 2024/11/22– +2034/11/21 +2. + 29 Hong Kong 301762623 Our Company 2010/11/12– +2030/11/11 +3. + 29 Hong Kong 302068515 Our Company 2011/10/26– +2031/10/25 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 8– + + +--- page 397 --- +No. Trademark Class +Place of +registration +Registration +number Registered owner Validity period +(yyyy/mm/dd) +4. + 29 Hong Kong 304139497 Anhui Liuliu 2017/05/15– +2027/05/14 +5. + 29 Hong Kong 304139505 Our Company 2017/05/15– +2027/05/14 +6. + 29 Hong Kong 304139514 Our Company 2017/05/15– +2027/05/14 +7. + 29 PRC 67043465 Our Company 2023/05/07–2033/ +05/06 +8. + 29 PRC 16452885 Our Company 2016/05/28– +2036/05/27 +9. + 29 PRC 16926905 Our Company 2016/08/14– +2036/08/13 +10. + 41 PRC 17408646 Our Company 2016/09/07– +2036/09/06 +11. + 29 PRC 18520932 Our Company 2017/01/14– +2027/01/13 +12. + 29 PRC 19381474 Our Company 2017/04/28– +2027/04/27 +13. + 29 PRC 11963776 Our Company 2017/05/21– +2027/05/20 +14. + 29 PRC 22225732 Our Company 2018/01/28– +2028/01/27 +15. + 29 PRC 22327652 Our Company 2018/01/28– +2028/01/27 +16. + 29 PRC 22328036 Our Company 2018/01/28– +2028/01/27 +17. + 29 PRC 23124023 Our Company 2018/03/07– +2028/03/06 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 9– + + +--- page 398 --- +No. Trademark Class +Place of +registration +Registration +number Registered owner Validity period +(yyyy/mm/dd) +18. + 29 PRC 25731212 Our Company 2018/07/28– +2028/07/27 +19. + 33 PRC 26101800 Our Company 2018/09/21– +2028/09/20 +20. + 29 PRC 26085345 Our Company 2018/11/21– +2028/11/20 +21. + 29 PRC 28915068 Our Company 2018/12/21– +2028/12/20 +22. + 29 PRC 30066794 Our Company 2019/01/28– +2029/01/27 +23. + 29 PRC 30723552 Our Company 2019/02/21– +2029/02/20 +24. + 29 PRC 30248044 Our Company 2019/03/07– +2029/03/06 +25. + 29 PRC 32429665 Our Company 2019/04/14– +2029/04/13 +26. + 29 PRC 32838643 Our Company 2019/05/07– +2029/05/06 +27. + 29 PRC 26443551 Our Company 2019/07/28– +2029/07/27 +28. + 29 PRC 36076886 Our Company 2019/09/07– +2029/09/06 +29. + 29 PRC 35756650 Our Company 2019/09/14– +2029/09/13 +30. + 29 PRC 34316575 Our Company 2019/10/07– +2029/10/06 +31. + 29 PRC 35915800 Our Company 2020/05/21– +2030/05/20 +32. + 32 PRC 35129167 Our Company 2020/07/14– +2030/07/13 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 1 0– + + +--- page 399 --- +No. Trademark Class +Place of +registration +Registration +number Registered owner Validity period +(yyyy/mm/dd) +33. + 29 PRC 36831290 Our Company 2020/07/21– +2030/07/20 +34. + 29 PRC 48602754 Our Company 2021/06/28– +2031/06/27 +35. + 29 PRC 51896671 Our Company 2021/07/28– +2031/07/27 +36. + 29 PRC 55660351 Our Company 2021/11/21– +2031/11/20 +37. + 29 PRC 56562541 Our Company 2021/12/21– +2031/12/20 +38. + 32 PRC 54416451 Our Company 2021/12/28– +2031/12/27 +39. + 29 PRC 62118561 Our Company 2022/07/14– +2032/07/13 +40. + 29 PRC 65892649 Our Company 2023/05/14– +2033/05/13 +41. + 29 PRC 71762649 Our Company 2024/01/14– +2034/01/13 +42. + 29 PRC 74850137 Our Company 2024/04/14– +2034/04/13 +43. + 29 PRC 11963813 Our Company 2024/06/14– +2034/06/13 +44. + 29 PRC 76856202 Our Company 2024/09/07– +2034/09/06 +45. + 29 PRC 72363837 Our Company 2024/10/07– +2034/10/06 +46. + 29 PRC 76807093 Our Company 2024/10/14– +2034/10/13 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 1 1– + + +--- page 400 --- +(c) Copyrights +As of the Latest Practicable Date, our Group has registered the following +copyrights which, in the opinion of the Directors, are material to our business: +No. Copyright name Owner Copyright number +First +publication +date +Place of +registration +(yyyy/mm/dd) +1. Cartoon Characters for +Liuliumei Mascot and +Twelve Constellations +(溜溜梅吉祥物及12星 +座卡通形象) +Our Company Guozuodengzi-2016-F-00283571 2016/08/30 PRC +2. Cartoon Character for +Uncle Liu ( 溜叔卡通 +形象) +Our Company Guozuodengzi-2016-F-00283572 2016/08/30 PRC +3. Main Character for Sister +Meishi and Cartoon +Characters for Magic +Spell Cards of Twelve +Constellations ( 梅事姐 +主形象及12星座魔法冪 +語卡卡通形象) +Our Company Guozuodengzi-2016-F-00283573 2016/08/30 PRC +4. Nita Cartoon Character +(尼嗒卡通形象) +Our Company Guozuodengzi-2016-F-00283927 2016/09/13 PRC +5. China Plum ( 中國梅) Our Company Guozuodengzi-2016-F-00325849 2016/10/17 PRC +6. China’s Plum Festival on +June 6 (6.6 中國青梅節) +Our Company Guozuodengzi-2016-F-00325848 2016/10/17 PRC +7. Enjoying Your Fruits ( 有 +你好果子吃) +Our Company Guozuodengzi-2017-F-00377678 2017/04/17 PRC +8. Worry Dogs ( 有事汪) Our Company Guozuodengzi-2017-F-00377679 2017/04/17 PRC +9. No Worry Cats ( 沒事喵) Our Company Guozuodengzi-2017-F-00377680 2017/04/17 PRC +10. Cartoon Characters for +No Worry Cats ( 沒 +事 +喵卡通形象) +Our Company Guozuodengzi-2017-F-00490563 2017/08/17 PRC +11. Enjoying Your Fruits +Jungle Series +Packaging Bag ( 有你好 +果子吃叢林裝系列 +包裝袋) +Our Company Guozuodengzi-2018-F-00532771 2018/04/17 PRC +12. Cards Showing No +Worry Cats ( 炫喵 +沒事卡) +Our Company Guozuodengzi-2018-F-00532772 2018/04/17 PRC +13. Trouble-Free Plum Can +Series Packaging ( 不煩 +梅罐裝系列包裝) +Our Company Guozuodengzi-2018-F-00614230 2018/09/10 PRC +14. Thick Plum Cake Series +Packaging ( 厚梅糕系列 +包裝) +Our Company Guozuodengzi-2018-F-00657339 2018/11/01 PRC +15. Plum Nourishment Series +Packaging ( 梅養系列 +包裝) +Our Company Guozuodengzi-2018-F-00657338 2018/11/01 PRC +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 1 2– + + +--- page 401 --- +No. Copyright name Owner Copyright number +First +publication +date +Place of +registration +(yyyy/mm/dd) +16. Marinated Plum Series +Packaging ( 泡梅系列 +包裝) +Our Company Guozuodengzi-2018-F-00657342 2018/11/01 PRC +1 7 . J u s tT e a s eM eS e r i e s +Packaging ( 沒事撩一下 +系列包裝) +Our Company Guozuodengzi-2018-F-00657343 2018/11/01 PRC +18. Two of Us Series +Packaging ( 我倆系列 +包裝) +Our Company Guozuodengzi-2018-F-00657341 2018/11/01 PRC +19. Queen Plum Series +Packaging ( 女王梅系列 +包裝) +Our Company Guozuodengzi-2018-F-00657340 2018/11/01 PRC +20. Liuliumei’s Haute +Couture Gift Box ( 溜 +溜梅高定禮盒) +Our Company Guozuodengzi-2020-F-01016686 2020/04/08 PRC +21. Green Plums are Now in +Season ( 青梅上市了) +Our Company Guozuodengzi-2020-F-01117424 2020/09/07 PRC +22. Liuliumei’s Traditional +Chinese Style Series +(溜溜梅國風系列) +Our Company Guozuodengzi-2021-F-00043667 2021/02/24 PRC +23. Green Plum Experience +Station — T Station +(青梅體驗站 —T 站) +Our Company Guozuodengzi-2021-F-00086638 2021/04/16 PRC +24. Liuliumei’s Bucket Series +for Red Plum +Welcoming Spring ( 溜 +溜梅紅梅報春桶系 +列) +Our Company Guozuodengzi-2021-F-00090574 2021/04/22 PRC +25. Green Plum Experience +Station — C2 Station +(青梅體驗站 —C 2 站) +Our Company Guozuodengzi-2021-F-00122391 2021/06/02 PRC +26. Sour Preserved Plum +(酸話梅) +Our Company Guozuodengzi-2021-F-00139967 2021/06/23 PRC +27. Traditional Chinese Style +6-Flavor Green Plum +Family Bucket ( 國風6 +味青梅全家桶) +Our Company Guozuodengzi-2022-F-10026986 2022/02/08 PRC +28. Liuliumei’s Joyful Plum +Bucket ( 溜溜梅喜上梅 +梢桶) +Our Company Guozuodengzi-2022-F-10085334 2022/04/22 PRC +29. Plum Flavor Unleashed +Bucket — Sour ( 梅味 +大開桶 — 酸) +Our Company Guozuodengzi-2022-F-10114955 2022/06/09 PRC +30. Plum Flavor Unleashed +Bucket — Plum ( 梅味 +大開桶 — 梅) +Our Company Guozuodengzi-2022-F-10114950 2022/06/09 PRC +31. 720g 5-Flavor Plum Jelly +Assorted Package +(720g5 味梅凍繽紛裝) +Our Company Guozuodengzi-2022-F-10114951 2022/06/09 PRC +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 1 3– + + +--- page 402 --- +No. Copyright name Owner Copyright number +First +publication +date +Place of +registration +(yyyy/mm/dd) +32. 800g Liuliumei’s Green +Plum Seasonal Story +Gift Box (800g 溜溜梅 +青梅時節物語禮盒) +Our Company Guozuodengzi-2022-F-10168166 2022/08/17 PRC +33. Crispy Green Plum +Packaging ( 脆青梅 +包裝) +Our Company Guozuodengzi-2022-F-10236954 2022/11/11 PRC +34. Kari Crispy Green Plum +Series Honey Flavor +Packaging ( 咔哩脆青梅 +系列蜂蜜味包裝) +Our Company Guozuodengzi-2022-F-10236960 2022/11/11 PRC +35. Green Plum Treasure +Bucket ( 青梅寶藏桶) +Our Company Guozuodengzi-2023-F-00005044 2023/01/10 PRC +36. Liuliumei’s Green Tea +Plum ( 溜溜梅綠茶 +青梅) +Our Company Guozuodengzi-2023-F-00065216 2023/04/14 PRC +37. Plum Jelly Cubes ( 梅凍凍 +凍仔) +Our Company Guozuodengzi-2023-F-00068909 2023/04/19 PRC +38. 1.78kg Bucketed Plum +Jelly (1.78 千克桶裝 +梅凍) +Our Company Guozuodengzi-2023-F-00073419 2023/04/24 PRC +39. 120g Heart-shaped +Packaging Natural +Green Plum Jelly + +Grape-flavored +Konjac Jelly (120g 凍心 +裝天然青梅+葡萄蒟蒻 +果凍) +Our Company Guozuodengzi-2023-F-00078461 2023/04/28 PRC +40. Plum Jelly Dream +Factory Gift Box +(梅凍 +夢工廠禮盒) +Our Company Guozuodengzi-2023-F-00087785 2023/05/12 PRC +41. Logo for Jiangnan Plum +Village ( 江南梅鄉logo) +Our Company Guozuodengzi-2023-F-00144275 2023/07/14 PRC +42. 80g Sharing Packaging +Herbal-flavored +Preserved Plums +(80g 分享裝草本話梅) +Our Company Guozuodengzi-2023-F-00145608 2023/07/17 PRC +43. Jiangnan Plum Village — +Trouble-Free Plum +(江南梅鄉 — 不煩梅) +Our Company Guozuodengzi-2023-F-00145609 2023/07/17 PRC +44. 80g Small Can Packaging +Herbal-flavored +Preserved Plums +(80g 小罐梅草本話梅) +Our Company Guozuodengzi-2023-F-00145603 2023/07/17 PRC +45. Jiangnan Plum Village — +Wife Plum ( 江南梅鄉 +— 老婆梅) +Our Company Guozuodengzi-2023-F-00145604 2023/07/17 PRC +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 1 4– + + +--- page 403 --- +No. Copyright name Owner Copyright number +First +publication +date +Place of +registration +(yyyy/mm/dd) +46. 180g Prune Enzyme Jelly +Packaging (180g 西梅 +酵素果凍包裝) +Our Company Guozuodengzi-2023-F-00220253 2023/10/09 PRC +47. Liuliumei Hopes +Everything is Going +Well when Back to +School ( 溜溜梅開學 +啥都6) +Our Company Guozuodengzi-2023-F-00229520 2023/10/16 PRC +48. Jiangnan Plum Village +Series Product +Packaging Design — +Queen Plum ( 江南梅鄉 +系列產品包裝設計 — +女王梅) +Our Company Guozuodengzi-2023-F-00265477 2023/11/08 PRC +49. No-additive Pitted Prune +— Packaging Bag (0 添 +加無核西梅 — 包裝袋) +Our Company Guozuodengzi-2023-F-00301203 2023/12/15 PRC +50. Liuliumei’s Korean-Style +Preserved Plum ( 溜溜 +梅韓話梅) +Our Company Guozuodengzi-2023-F-00309805 2023/12/22 PRC +51. Japanese Plum Cake +Packaging ( 日式梅餅 +包裝) +Our Company Guozuodengzi-2024-F-00001097 2024/01/03 PRC +52. Aged Citrus Peel Plum +Cake Packaging ( 陳皮 +梅餅包裝) +Our Company Guozuodengzi-2024-F-00001098 2024/01/03 PRC +53. Liuliumei’s Heart +Selection Series — +Salted Plum Strips +(溜溜梅心選系列 — +鹽津 +梅條) +Our Company Guozuodengzi-2024-F-00005283 2024/01/09 PRC +54. Daily Rainbow Plum +Packaging Bag ( 每日彩 +虹梅包裝袋) +Our Company Guozuodengzi-2024-F-00045022 2024/02/05 PRC +55. 200g Plum Tea, Green +Plum and Snow Pear +Tea Soup Packaging +Box (200g 梅茶青梅雪 +梨茶湯包裝盒) +Our Company Guozuodengzi-2024-F-00093164 2024/04/03 PRC +56. 200g Plum Tea, Smoked +Plum and Ginger Tea +Soup Packaging Box +(200g 梅茶烏梅薑茶湯 +包裝盒) +Our Company Guozuodengzi-2024-F-00093166 2024/04/03 PRC +57. 200g Plum Tea, Smoked +Plum and Ginger Tea +Soup Packaging Bag +(200g 梅茶烏梅薑茶湯 +包裝袋) +Our Company Guozuodengzi-2024-F-00093165 2024/04/03 PRC +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 1 5– + + +--- page 404 --- +No. Copyright name Owner Copyright number +First +publication +date +Place of +registration +(yyyy/mm/dd) +58. 60g Leisure Packaging +Real Smoked Plums +(60g 休閒裝真烏梅) +Our Company Guozuodengzi-2024-F-00097461 2024/04/10 PRC +59. Orange and Grapefruit +Fruit Nectar Jelly +Packaging Bag ( 香橙西 +柚果漿果凍包裝袋) +Plum Jelly Tech Guozuodengzi-2024-F-00111973 2024/04/28 PRC +60. Snow Pear and Loquat +Fruit Nectar Jelly +Packaging Bag ( 雪梨枇 +杷果漿果凍包裝袋) +Plum Jelly Tech Guozuodengzi-2024-F-00111972 2024/04/28 PRC +61. 221g Pitted Prune +Packaging Bag (221g +無核西梅包裝袋) +Our Company Guozuodengzi-2024-F-00238865 2024/08/12 PRC +62. 221g Pitted Prune Roll +Film (221g 無核西梅 +卷膜) +Our Company Guozuodengzi-2024-F-00238864 2024/08/12 PRC +63. Liuliumei’s Super Green +Plum Music Festival +KV ( 溜溜梅超級青梅音 +樂節KV) +Our Company Guozuodengzi-2024-F-00251431 2024/08/23 PRC +64. 2.0 Prune Products — +100g Chilean Pitted +Prunes (2.0 西梅產品 +— 100g 智利無核西梅) +Our Company Guozuodengzi-2024-F-00260782 2024/09/02 PRC +65. Liuliumei’s Guizhou +Sour-spicy Plum ( 溜溜 +梅貴州酸辣梅) +Our Company Guozuodengzi-2024-F-00260773 2024/09/02 PRC +66. Liuliumei’s +Pineapple-flavored +Bobo Plum ( 溜溜梅鳳 +梨啵啵梅) +Our Company Guozuodengzi-2024-F-00260774 2024/09/02 PRC +67. Liuliumei’s Japanese +Plum Cake ( 溜溜梅 +日式梅餅) +Our Company Guozuodengzi-2024-F-00285121 2024/09/27 PRC +68. 500g 3-Flavor Lactic +Acid Bacteria Fruit +Nectar Plum Jelly +(500g3 味乳酸菌果漿 +梅凍) +Plum Jelly Tech Guozuodengzi-2024-F-00295110 2024/10/10 PRC +69. 140g + 30g Free Prunes +(140g+ 贈30g西梅) +Our Company Guozuodengzi-2024-F-00308226 2024/10/18 PRC +70. Premium Plum ( 皇梅) Our Company Guozuodengzi-2024-F-00308818 2024/10/18 PRC +71. 610g Eye-Catching +Package — Joyful +Plum (610g 顯眼包 — +喜上梅梢) +Our Company Guozuodengzi-2024-F-00348825 2024/12/03 PRC +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 1 6– + + +--- page 405 --- +No. Copyright name Owner Copyright number +First +publication +date +Place of +registration +(yyyy/mm/dd) +72. 50g Korean-Style +Preserved Plum +Packaging Bag +(50g 韓話梅包裝袋) +Our Company Guozuodengzi-2024-F-00348827 2024/12/03 PRC +73. 50g Queen Plum +Packaging Bag +(50g 女王梅包裝袋) +Our Company Guozuodengzi-2024-F-00348829 2024/12/03 PRC +74. 40g Salted Plum Strip +Packaging Bag +(40g 鹽津梅條包裝袋) +Our Company Guozuodengzi-2024-F-00348824 2024/12/03 PRC +75. 40g Flavorful Preserved +Plum Packaging Bag +(40g 開味話梅包裝袋) +Our Company Guozuodengzi-2024-F-00348828 2024/12/03 PRC +76. 520g Green Plum Family +Bucket — The Edition +Wishing Everything +Goes Smoothly during +t h eC h i n e s eN e wY e a r +(520g 青梅全家桶 — +CNY新年666款) +Our Company Guozuodengzi-2024-F-00348826 2024/12/03 PRC +77. Electrolyte-infused +Slushy Jelly ( 電解質 +沙冰) +Plum Jelly Tech Guozuodengzi-2025-F-00136706 2025/05/07 PRC +(d) Domain Names +As of the Latest Practicable Date, our Group has registered the following +domain which, in the opinion of the Directors, is material to our business: +No. Domain Owner Expiry date +(yyyy/mm/dd) +1. liuliumei.com Our Company 2029/03/06 +C. FURTHER INFORMATION ABOUT OUR DIRECTORS, SUPERVISORS AND +SUBSTANTIAL SHAREHOLDERS +1. Particulars of Directors’ and Supervisors’ Service Contracts +Each of the Directors and Supervisors has e n t e r e di n t oas e r v i c ec o n t r a c tw i t ho u r +Company for an initial term of three years, and each of the service contracts is subject +to termination in accordance with their respective terms. The service contracts may be +renewed in accordance with our Articles o f Association and the applicable Listing +Rules. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 1 7– + + +--- page 406 --- +Save as disclosed above, none of our Directors or Supervisors has entered, or has +proposed to enter, 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 and Supervisors +Save as disclosed in ‘‘Directors, Supervi sors and Senior Management’’ and Note 9 +to the Accountants’ Report, no Director or Supervisor received other remuneration or +benefits in kind from our Company in 2023, 2024 and 2025. +3. Disclosure of interests +(a) Disclosure of interests of Directors, Supervisors and chief executive of our +Company +Immediately following the completion of the Global Offering and assuming +no exercise of the Over-allotment Option, the interest and/or short position (as +applicable) of our Directors, Supervisors and chief executives of our Company in +the shares, underlying shares and debentures of our Company or its associated +corporations (within the meaning of Part XV of the SFO) which will be required +to be notified to our Company and the Stock Exchange pursuant to Divisions 7 +and 8 of Part XV of the SFO (including interest or short positions which they were +taken or deemed to have under such provisions of the SFO) or which will be +required, pursuant to section 352 of the SF O, 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 Listed Issuers as set out in Appendix C3 to the +Listing Rules, to be notified to our Company and the Stock Exchange, once the H +Shares are listed, will be as follows: +Interests in our Company +Shares held in the total share capital of our Company +immediately following the completion of the Global Offering +(assuming the Over-allotment Option is not exercised) +Name Nature of interest Class of Shares +Number of +Shares +Shareholding +percentage +(Approximate +%) +Mr. Yang (1) Beneficial owner, interest held +by controlled corporations, +interest of spouse +Domestic Unlisted +Shares +59,108,359 75.00% +Notes: +(L) All the interests stated are long positions. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 1 8– + + +--- page 407 --- +(1) As of the Latest Practicable Date, Jurun Investment is owned as to 90% by Mr. Yang, +who is our executive Director, and 10% by Ms. Li, the spouse of Mr. Yang. By virtue of +the SFO, Mr. Yang is deemed to be interested in the Shares held by Jurun Investment. +Kaixuan Star is owned as to approximately 1.39% by Mr. Yang and 5.56% by Ms. Li, +and Mr. Yang is the general partner of Kaixuan Star. By virtue of the SFO, Mr. Yang is +deemed to be interested in the Shares held by Kaixuan Star. Kailai Star, our Pre-IPO +Share Incentive Platform, is owned as to approximately 1.00% by Mr. Yang as general +partner, approximately 41.67% by Liuliu Star and approximately 12.50% by Liuliu +LIUM. Liuliu Star was held as to approximately 14.90% by Mr. Yang as general +partner, approximately 36.00% by Liuliu Or chard and approximately 15.00% by Liuliu +Ren. Mr. Yang, as general partner, held approximately 24.67% of Liuliu LIUM, 23.33% +of Liuliu Orchard, and 12.70% of Liuliu Ren. By virtue of the SFO, Mr. Yang is deemed +to be interested in the Shares held by Kailai Star. +Save as disclosed above, none of the Directors, Supervisors or the chief +executive of our Company will, immediat ely following the completion of the +Global Offering and the conversion of the Domestic Unlisted Shares into H +Shares, have an interest and/or short position (as applicable) in the Shares, +u n d e r l y i n gS h a r e so rd e b e n t u r e so fo u rC o m p a n yo ra n yi n t e r e s t sa n d / o rs h o r t +positions (as applicable) in the shares, u nderlying shares or debentures of our +Company’s associated corporations (within the meaning of Part XV of the SFO) +which (i) will have to be notified to our Company and the Stock Exchange +pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short +positions which they are taken or deemed to have under such provisions of the +SFO), (ii) will be required, pursuant to Section 352 of the SFO, to be entered in +the register referred to therein or (iii) will be required, pursuant to the Model +Code for Securities Transactions by Directors of Listed Issuers as set out in +Appendix C3 to the Listing Rules, to be notified to our Company and the Stock +Exchange, in each case once the Shares are listed on the Stock Exchange. +(b) Disclosure of interests of substantial shareholders +Save as disclosed in ‘‘Substantial Shareholders’’, immediately following the +completion of the Global Offering and assuming that the Over-allotment Option +is not exercised, our Directors are not aware of any person (not being a Director +or chief executive of our Company) who will have interests or short positions in +our Shares or underlying Shares which would be required to be disclosed to us and +the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the +SFO, or, directly or indirectly, be interested in 10% or more of the nominal value +of any class of share capital carrying the rights to vote in all circumstances at +general meetings of our Company or any other members of our Group. +4. Agency Fees or Commissions Received +Save as disclosed in ‘‘Underwriting’’, no commissions, discounts, brokerages or +other special terms were granted within the two years preceding the date of this +prospectus in connection with the issue or sale of any capital or security of any member +of our Group. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 1 9– + + +--- page 408 --- +5. Disclaimers +(a) save as disclosed in ‘‘Substantial Shareholders’’ and this appendix, none of +our Directors, Supervisors or the chief executive of our Company has any +interest or short position in the Shares, underlying shares or debentures of +our Company or any of its associated corporation (within the meaning 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 or which will be +required, pursuant to section 352 of the SFO, to be entered in the register +referred to therein, or which will be required to be notified to our Company +and the Hong Kong Stock Exchange pursuant to the Model Code for +Securities Transactions by Directors o f Listed Issuers once the H Shares are +listed; +(b) save as disclosed in ‘‘History, Development and Corporate Structure’’ and +this appendix, none of our Directors, Supervisors or any of the experts listed +in ‘‘E. Other Information — 12. Qualification of Experts’’ in this appendix is: +(i) interested in our promotion, or in any assets which have been, within +two years immediately preceding the date of this prospectus, acquired or +disposed of by or leased to us, or are proposed to be acquired or +disposed of by or leased to any member of our Group; or +(ii) materially interested in any contract or arrangement subsisting at the +date of this prospectus which is significant in relation to our business; +(c) save as disclosed in ‘‘Substantial Shareholders’’ and this appendix, so far as is +known to our Directors, Supervisors or the chief executive of our Company, +no person (not being a Director, Supervisor or chief executive of our +Company) will, immediately following the completion of the Global +Offering, 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 SFO or be interested, +directly or indirectly, in 10% or more of the nominal value of any class of +share capital carrying rights to vote in a ll circumstances at general meetings +of any member of our Group; and +(d) none of our Directors, Supervisors or t heir respective close associates (as +defined under the Listing Rules) or our Shareholders who are interested in +more than 5% of the issued share capital of our Company has any interest in +the five largest customers or the five largest suppliers of our Group. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 2 0– + + +--- page 409 --- +D. PRE-IPO SHARE INCENTIVE PLAN +The following is a summary of the principal terms of the Pre-IPO Share Incentive Plan +approved and adopted by our Company on D ecember 17, 2025 for the purpose of attracting +and retaining talents for our Group. Under the Pre-IPO Share Incentive Plan, eligible +participants are granted interests in Kailai S tar, Liuliu Star, Liuliu LIUM, Liuliu Orchard +or Liuliu Ren (‘‘ Pre-IPO Share Incentive Platform(s) ’’). As of the Latest Practicable Date, +Kailai Star held approximately 3.56% of our total issued Shares. See ‘‘History, +Development and Corporate Structure’’. The Pre-IPO Share Incentive Plan is not subject +to the provisions of Chapter 17 of the Listing Rules as the Pre-IPO Share Incentive Plan +does not involve the grant of options by our Company to subscribe for new Shares or award +of Shares upon Listing. As of the Latest Practicable Date, there were no outstanding +options or awards under the Pre-IPO Share Incentive Plan, and no such options or awards +will be outstanding upon Listing. +(a) Purpose +The purpose of the Pre-IPO Share Incentive Plan is to attract and retain talents +for our Group. The Pre-IPO Share Incentive Plan fosters shared interests between our +Shareholders and our management team, thereby furthering our Company’s focus on +long-term development. +(b) Form of the Pre-IPO Share Incentive Plan +The grantees, as limited partners of the Pre -IPO Share Incentive Platforms, shall +subscribe for partnership interest therein according to the amount approved by the +Board (the ‘‘Awards ’’), and make the corresponding contribution in accordance with +the arrangement of the Board, thereby hol ding indirect interest in the Shares. +(c) Eligible participants +Persons eligible to participate in the Pre-IPO Share Incentive Plan are the +employees of our Group who have made contribution to the development of our +Group. The Board decides on the list of grantees and allocation of the Awards after +considering, among other things, the job na ture, professional qualities, employees’ +years of service, historical performance and contribution to our Group, growth +potential and recognition with our corporate values. +(d) Term +Subject to any early termination due to, among others, the liquidation or +cessation of business of our Company, the Pre-IPO Share Incentive Plan shall be valid +and effective from the adoption date of the plan and expire on the date of completion +of the reduction of all the participants’ shareholdings or the completion of the +repurchase and cancellation of such shareholdings. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 2 1– + + +--- page 410 --- +(e) Scheme administration +Mr. Yang has been authorized by the Board to act as the scheme administrator, +and has the authority to, among others, determine the eligible participants of the +schemes, the number of shares to be grant ed, the grant price, and the repurchase of +shares from grantees. +(f) Voting rights +All grantees under the Pre-IPO Share Incentive Plan are informed and +acknowledge that Mr. Yang, the general par tner of Kailai Star, Liuliu Star, Liuliu +LIUM, Liuliu Orchard and Liuliu Ren, is entitled, pursuant to the partnership +agreements, to represent Kailai Star at our Co mpany’s shareholders’ meetings and to +independently exercise voting rights, respectively. +(g) Transfer restrictions +The Awards granted to the grantees will be unlocked in the following manners +subject to the achievement of the certain performance targets of the Company and the +grantee respectively (indivi dually and collectively): +For grantees who are granted no more than 10,000 Awards (inclusive) +. Upon the expiry of 12 months from the Listing Date, up to 40% of the total +Awards may be unlocked during the period from the first trading day +following the 12-month anniversary of the Listing Date to the last trading +day before the 24-month anniversary. +. Upon the expiry of 24 months from the Listing Date, up to an additional +30% may be unlocked during the period from the first trading day following +the 24-month anniversary to the last trading day before the 36-month +anniversary. +. Upon the expiry of 36 months from the L isting Date, the remaining 30% may +be unlocked during the period from the first trading day following the +36-month anniversary to the last trading day before the 48-month +anniversary. +For grantees who are granted more than 10,000 Awards +. Upon the expiry of 12 months from the Listing Date, up to 25% of the total +Awards may be unlocked during the period from the first trading day +following the 12-month anniversary to the last trading day before the +24-month anniversary. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 2 2– + + +--- page 411 --- +. Upon the expiry of 24 months from the Listing Date, up to an additional +25% may be unlocked during the period from the first trading day following +the 24-month anniversary to the last trading day before the 36-month +anniversary. +. Upon the expiry of 36 months from the Listing Date, up to an additional +20% may be unlocked during the period from the first trading day following +the 36-month anniversary to the last trading day before the 48-month +anniversary. +. Upon the expiry of 48 months from the Listing Date, up to an additional +20% may be unlocked during the period from the first trading day following +the 48-month anniversary to the last trading day before the 60-month +anniversary. +. Upon the expiry of 60 months from the L isting Date, the remaining 10% may +be unlocked during the period from the first trading day following the +60-month anniversary to the last trading day before the 72-month +anniversary. +(together, the ‘‘Time-based Unlocking Schedule ’’) +The Remuneration and Appraisal Committee of the Board shall review and +determine the fulfillment of the performance targets, and report to the Board +accordingly. +(h) Repurchase of the Awards +The general partner of the Pre-IPO Share Incentive Platforms or any person +designated by the general partner of the Pre-IPO Share Incentive Platforms, has the +right to repurchase all Awards held by the grantees, if (i) the Awards failed to be +unlocked during the Time-based Unlocking Schedule; (ii) due to faults of the grantees, +such as violation of the applicable regu lations and laws, violation of contracts, +negligence, or other actions causing negat ive impact on our Company; and (iii) the +employment relationship between the grantees and our Company terminates due to +non-fault actions of the grantees such as, among other things, death, loss of civil or +labour capability, non-fault dismissal. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 2 3– + + +--- page 412 --- +(i) Details of the Awards granted +Set out below are the details of the partnership interests in the Pre-IPO Share +Incentive Platforms and/ or list of the grantees under the Pre-IPO Share Incentive Plan +that are granted with the Awards: +Percentage of capital contribution in Pre-IPO Share +Incentive Platforms +As of the Latest Practicable +Date and immediately prior +to the Global Offering +Name of grantee Kailai Star Liuliu Star Liuliu LIUM +Liuliu +Orchard Liuliu Ren +Approximate +number of +Shares +corresponding +to the Awards +held by the +grantee Note +Approximate +shareholding +percentage +corresponding +to the Awards +held by the +grantee in the +total number +of Shares in +issue +Directors +Mr. Yang 1.00% 14.90% 24.67% 23.33% 12.67% 350,000 0.52% +Mr. Mei Huixiang 8.33% – – – – 199,998 0.30% +Mr. Ning Pengfei 6.25% – – – – 150,000 0.22% +Ms. Hu Yan 2.08% – – – – 49,998 0.07% +Supervisors of the Company +Ms. Zhang Wenxia 1.25% – – – – 30,000 0.04% +Senior management of the Company (other than the Directors) +Mr. Zhang Shuai – 10.00% – – – 100,000 0.15% +Other grantees being employees +of our Group 25.88% 18.50% 75.33% 76.67% 87.33% 1,520,004 2.25% +Note: For illustrating the indirect interests of g rantee in our Company, the number of Shares are +presented and calculated by multiplying their respective percentage of limited partnership +interests by the total number of Shares hel d by the Pre-IPO Share Incentive Platforms. +All Awards granted had been vested and al l partnership interests in Kailai Star, +Liuliu Star, Liuliu LIUM, Liuliu Orchard and Liuliu Ren have been subscribed by and +fully paid up by the grantees, and the rele vant registration had been completed. No +further Awards will be granted after the date of this prospectus and the Pre-IPO Share +Incentive Plan will not cause any dilution of th e shareholding of our Shareholders after +the Listing. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 2 4– + + +--- page 413 --- +E. OTHER INFORMATION +1. Estate Duty +We have been advised that no material liability for estate duty under PRC law is +likely to fall upon the Group. +2. Litigation +Except as disclosed in ‘‘Business — Legal Proceedings and Compliance’’, as of the +Latest Practicable Date, we were not engaged in any litigation, arbitration or claim of +material importance and no litigation, arbitration or claim of material importance is +known to our Directors to be pending or threatened by or against any member of our +Group, that would have a material adverse effect on our Group’s results of operations +or financial condition, taken as a whole. +3. Application for Listing +The Joint Sponsors have made an application on behalf of our Company to the +Listing Committee for the listing of, and permission to deal in (i) the Domestic +Unlisted Shares to be converted into H Sha res; and (ii) the H Shares to be issued as +mentioned in this prospectus. All necessary arrangements have been made to enable the +securities to be admitted into CCASS. +4. Joint Sponsors’ Independence +Each of the Joint Sponsors satisfies the independence criteria applicable to +sponsors as set out in Rule 3A.07 of the Listing Rules. The sponsor fees payable to the +Joint Sponsors in connection with the Li sting by our Company is HK$6.4 million in +aggregate. +5. Compliance Advisor +Our Company has appointed Guoyuan Capital (Hong Kong) Limited as our +compliance advisor in compliance with Rul es 3A.19 and 19A.05 of the Listing Rules. +6. Preliminary Expenses +As of the Latest Practicable Date, our Company had not incurred material +preliminary expenses. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 2 5– + + +--- page 414 --- +7. Promoter +See ‘‘History, Development and Corporate Structure — Corporate Development +— Conversion into a Joint Stock Limited Company in April 2016’’ for details of our +promoters when we were established as a joint stock limited company. +Save as disclosed in ‘‘History, Development and Corporate Structure’’, within the +two years immediately preceding the date of this prospectus, no cash, securities or +other benefit have been paid, allotted or given or have been proposed to be paid, +allotted or given to the above promoter i n connection with the Global Offering or +related transactions herein. +8. Consents of Experts +Each of the experts as listed in ‘‘E. Oth er Information — 12. Qualification of +Experts’’ in this appendix has given and has not withdrawn its consent to the issuance +of this prospectus with the inclusion of its view, report and/or letter and/or legal +opinion (as the case may be) and references t oi t sn a m ei n c l u d e dh e r e i ni nt h ef o r ma n d +context in which it respectively appears. +None of the experts named above has any shareholding interest in our Company +or any of our subsidiaries or the right (whether legally enforceable or not) to subscribe +for or to nominate persons to subscribe for securities in our Company or any of our +subsidiaries. +9. Binding Effect +This prospectus shall have the effect, if an application is made in pursuance +hereof, of rendering all persons concerned bound by all of the provisions (other than +the penal provisions) of sections 44A and 44B of the Companies (Winding Up and +Miscellaneous Provisions) Ordinance so far as applicable. +10. Bilingual document +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 eo nt h ee x e m p t i o np r o v i d e di ns 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). +This prospectus is written in the English language and contains a Chinese +translation for information purposes only. Should there be any discrepancy between +the English language of this prospectus an d the Chinese translation, the English +language version of this prospectus shall prevail. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 2 6– + + +--- page 415 --- +11. Taxation of Holders of H Shares +(a) Hong Kong +The sale, purchase and transfer of H Shares are subject to Hong Kong stamp +duty if such sale, purchase and transfer a re 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 is 0.1% of the consideration or, if higher, the fair +value of the H Shares being sold or transferred. +(b) Consultation with Professional Advisors +Intending holders of the H Shares are recommended to consult their +professional advisors if they are in any doubt as to the taxation implications of +subscribing for, purchasing, holding or d isposing of or dealing in the H Shares. It +is emphasized that none of our Company, our Directors, Supervisors or the other +parties involved in the Global Offering will accept responsibility for any tax effect +on, or liabilities of, holders of H Shares re sulting from their subscription for, +purchase, holding or disposal of or dealing in the H Shares or exercise of any +rights attaching to them. +12. Qualification of Experts +The followings are the qualifications of the experts who have given opinion or +advice which are contained herein: +Name Qualifications +CITIC Securities +(Hong Kong) Limited +A licensed corporation under the SFO to conduct Type +4 (advising on securities) and Type 6 (advising on +corporate finance) regulated activities as defined under +the SFO +Guoyuan Capital +(Hong Kong) Limited +A licensed corporation under the SFO to conduct Type +1 (dealing in securities) and Type 6 (advising on +corporate finance) regulated activities as defined +under the SFO +AllBright Law Offices Legal advisors as to PRC laws +Ernst & Young Certified Public Accountants and Registered Public +Interest Entity Auditor u nder the Accounting and +Financial Reporting Council Ordinance +Frost & Sullivan Independent industry consultant +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 2 7– + + +--- page 416 --- +13. No Material Adverse Change +Our Directors believe that there has been no material adverse change in the +financial or trading position since December 31, 2025 (being the date to which the +latest audited consolidated financial s tatements of the Group were prepared). +14. Miscellaneous +Save as disclosed in ‘‘History, Development and Corporate Structure’’, ‘‘Share +Capital’’ and this appendix: +(a) within the two years immediately preceding the date of this prospectus, our +Company has not issued nor agreed to issue any share or loan capital fully or +partly paid either for cash or for a consideration other than cash; +(b) no share or loan capital of our Company is under option or is agreed +conditionally or unconditionally to be put under option; +(c) our Company has not issued nor agreed to issue founder, management or +deferred shares or any deferred debentures; +(d) our Company has no outstanding convertible debt securities or debentures; +(e) within the two years immediately preceding the date of this prospectus, no +commission, discount, brokerage or other special term has been granted or +agreed to be granted in connection with the issue or sale of any capital of our +Company or any of our subsidiaries; +(f) within the two years immediately pre ceding the date of this prospectus, no +commission has been paid or is payable for subscription, agreeing to +subscribe, procuring subscription or agreeing to procure subscription for any +share in or debentures of our Company; +(g) there is no arrangement under which future dividends are waived or agreed to +be waived; +(h) there has been no interruption in our business which may have or have had a +significant effect on the financial position in the last 12 months; and +(i) our Company is not presently listed on any stock exchange or traded on any +trading system. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +–V I - 2 8– + + +--- page 417 --- +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) a copy of each of the material contracts r e f e r r e dt oi n‘ ‘ A p p e n d i xV I—S t a t u t o r y +and General Information — B. Further Information about our Business — A. +Summary of Material Contracts’’; and +(b) the written consents referred to in ‘‘Appendix VI — Statutory and General +Information — E. Other Information — 8. Consents of Experts’’. +DOCUMENTS AVAILABLE ON DISPLAY +Copies of the following documents will be available on display on the website of our +Company at +www.liuliumei.com and on the website of the Stock Exchange at +www.hkexnews.hk during a period of 14 days from the date of this prospectus: +(a) the Articles of Association; +(b) the accountant’s report from Ernst & Young, the text of which is set out in +Appendix I to this prospectus; +(c) the audited consolidated financial statements of our Group for the three years +ended December 31, 2023, 2024 and 2025; +(d) the unaudited pro forma financial information of our Group from Ernst & +Young, the text of which is set forth in Appendix II to this prospectus; +(e) the industry report issued by Frost & Sullivan referred to in ‘‘Industry Overview’’; +(f) the PRC legal opinions issued by AllBri ght Law Offices, our PRC Legal Advisors; +(g) the material contracts referred to ‘‘Appendix VI — Statutory and General +Information — B. Further Informati on about our Business — 1. Summary of +Material Contracts’’; +(h) the service contracts referred to in ‘‘Appendix VI — Statutory and General +Information — C. Further Information about our Directors, Supervisors and +Substantial Shareholders — 1. Particulars of Directors’ and Supervisors’ Service +Contracts and Appointment Letters’’; +(i) the written consents referred to in ‘‘Appendix VI — Statutory and General +Information — E. Other Information — 8. Consents of Expert’’; and +(j) the PRC Company Law, the PRC Securities Law, the Trial Measures for the +Administration on Overseas Securities Offering and Listing by Domestic +Companies, together with unoffici al English translations thereof. +APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF +COMPANIES AND AVAILABLE ON DISPLAY +–V I I - 1– + + +--- page 418 --- +Stock code : 6658 diff --git a/data/extracted_text/06675/global_offering_announcement_2026-06-09.txt b/data/extracted_text/06675/global_offering_announcement_2026-06-09.txt new file mode 100644 index 0000000..ede54bd --- /dev/null +++ b/data/extracted_text/06675/global_offering_announcement_2026-06-09.txt @@ -0,0 +1,443 @@ +--- page 1 --- +1 +Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock +Exchange ”) and Hong Kong Securities Clearing Company Limited ( “HKSCC ”) take no responsibility for the contents +of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability +whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this +announcement. +Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those +defined in the prospectus dated June 9, 2026 (the “Prospectus ”) issued by SENASIC Electronics Technology Co., Ltd. +(琻Ҧ (Ϫᘽ)ʮ̡ ) (the “Company ”). +This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer +by any person to acquire, purchase or subscribe for any of the securities of the Company. This announcement is not a +prospectus. Potential investors should read the Prospectus for detailed information about the Global Offering described +below before deciding whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer +Shares should be taken solely in reliance on the information provided in the Prospectus. +This announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale +of Offer Shares in any jurisdiction in which such offer, solicitation or sales would be unlawful. This announcement is +not for release, publication or distribution, directly or indirectly, in or into the United States or any other jurisdiction +where such distribution is prohibited by law, nor is this announcement an offer for sale or solicitation to purchase or +subscribe for securities in the United States or any other jurisdictions. The Offer Shares have not been, and will not +be, registered under the United States Securities Act of 1933, as amended from time to time (the “U.S. Securities +Act”), or any applicable state securities laws, and may not be offered, sold, pledged or transferred within the United +States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act +(the “Regulation S ”)) except in transactions exempt from, or not subject to, the registration requirements of the +U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in +accordance with Regulation S. There will be no public offering of the Offer Shares in the United States. +In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited as +stabilising manager (the “Stabilisation Manager ”) (or its affiliates or any person acting for it), on behalf of the +Underwriters, to the extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere, +may over-allocate or effect transactions with a view to stabilising or supporting the market price of the Shares at such +price, in such amounts and in such manners as the Stabilising Manager, its affiliates or any person acting for it may +determine and at a level higher than that which might otherwise prevail for a limited period after the Listing Date. +However, there is no obligation on the Stabilising Manager (or its affiliates or any person acting for it) to conduct +any such stabilising action. Such stabilising action, if taken, (a) will be conducted at the absolute discretion of the +Stabilisation Manager (or its affiliates or any person acting for it) and in what the Stabilising Manager reasonably +regards as the best interest of our Company, (b) may be discontinued at any time and (c) is required to be brought to +an end within 30 days of the last day for lodging applications under the Hong Kong Public Offering (which is Sunday, +July 12, 2026). Such stabilising action, if taken, may be effected in all jurisdictions where it is permissible to do so, +in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and +Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities +and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). +The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to term and conditions set out in +the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/or not +resident in Hong Kong. +Potential investors should be aware that no stabilising action can be taken to support the price of the Shares for longer +than the stabilisation period, which will begin on the Listing Date, and is expected to expire on the 30th day after the +last day for lodging applications under the Hong Kong Public Offering (which is Sunday, July 12, 2026). After this +date, when no further stabilising action may be taken, demand for the Shares, and therefore the price of the Shares, +could fall. +Potential investors of the Offer Shares should note that the Overall Coordinators (for themselves and on behalf of +the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting +Agreement with immediate effect upon the occurrence of any of the events set out in the paragraph headed +“Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination ” +in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to +be on or about Wednesday, June 17, 2026). + + +--- page 2 --- +2 +ܩ +SENASIC Electronics Technology Co., Ltd. +琻ʮ̡ +(A joint stock company incorporated in the People ’s Republic of China with limited liability) +Global Offering +Number of Offer Shares under +the Global Offering +: 53,407,000 H Shares (subject to + the Over-allotment Option) +Number of Hong Kong Offer Shares : 5,340,800 H Shares (subject to + reallocation) +Number of International Offer Shares : 48,066,200 H Shares (subject to + reallocation and the Over-allotment + Option) +Offer Price : HK$18.36 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 : RMB0.05 per H Share +Stock code : 6675 +Joint Sponsors, Overall Coordinators, Joint Global Coordinators, +Joint Bookrunners and Joint Lead Managers +Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead +Managers +Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers +Joint Bookrunners and Joint Lead Managers + + +--- page 3 --- +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 the Prospectus to the public in relation to the Hong +Kong Public Offering. +The Prospectus is available at the website of the Hong Kong Stock Exchange at +www.hkexnews.hk under the “HKEXnews > New Listings > New Listing Information ” section, +and our website at www.senasic.com . If you require a printed copy of the Prospectus, you may +download and print from the website addresses above. +To apply for the Hong Kong Offer Shares, you may: +(1) apply online through the HK eIPO White Form service at www.hkeipo.hk ; or +(2) apply electronically through the HKSCC EIPO channel and cause HKSCC Nominees +to apply on your behalf by instructing your broker or custodian who is an HKSCC +Participant to give electronic application instructions via HKSCC ’s FINI system to apply +for the Hong Kong Offer Shares on your behalf. +We will not provide any physical channels to accept any application for the Hong Kong Offer +Shares by the public. The contents of the electronic version of the Prospectus are identical to +the printed document as registered with the Registrar of Companies in Hong Kong pursuant to +section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. +If you are an intermediary, broker or agent, please remind your customers, clients or +principals, as applicable, that the Prospectus is available online at the website addresses above. +Please refer to “How to Apply for Hong Kong Offer Shares ” for further details on the procedures +through which you can apply for the Hong Kong Offer Shares electronically. + + +--- page 4 --- +4 +Your application through the HK eIPO White Form service or the HKSCC EIPO channel must +be made for a minimum of 200 Hong Kong Offer Shares and in multiples of that number of Hong +Kong Offer Shares as set out in the table below. No application for any other number of Hong +Kong Offer Shares will be considered and such an application is liable to be rejected. +If you are applying through the HK eIPO White Form service, you may refer to the table below +for the amount payable for the number of H Shares you have selected. You must pay the respective +maximum amount payable on application in full upon application for Hong Kong Offer Shares. +If you are applying through the HKSCC EIPO channel, you are required to pre-fund your +application based on the amount specified by your broker or custodian, as determined based on the +applicable laws and regulations in Hong Kong. +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +HK$ HK$ HK$ HK$ +200 3,709.04 3,000 55,635.48 40,000 741,806.42 500,000 9,272,580.30 +400 7,418.06 4,000 74,180.64 50,000 927,258.04 600,000 11,127,096.35 +600 11,127.10 5,000 92,725.81 60,000 1,112,709.63 700,000 12,981,612.42 +800 14,836.13 6,000 111,270.96 70,000 1,298,161.24 800,000 14,836,128.48 +1,000 18,545.17 7,000 129,816.12 80,000 1,483,612.85 900,000 16,690,644.55 +1,200 22,254.18 8,000 148,361.29 90,000 1,669,064.45 1,000,000 18,545,160.60 +1,400 25,963.22 9,000 166,906.45 100,000 1,854,516.05 1,500,000 27,817,740.90 +1,600 29,672.25 10,000 185,451.61 200,000 3,709,032.12 2,000,000 37,090,321.20 +1,800 33,381.29 20,000 370,903.21 300,000 5,563,548.18 2,670,400 (1) 49,522,996.86 +2,000 37,090.32 30,000 556,354.82 400,000 7,418,064.25 +(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 50% of the Hong +Kong Offer Shares initially offered. +(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Hong Kong Stock Exchange trading +fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange +Participants (as defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications +made through the application channel of the HK eIPO White Form service) while the SFC transaction levy, the +Hong Kong Stock Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Hong Kong +Stock Exchange and the AFRC, respectively. + + +--- page 5 --- +5 +APPLICATION FOR LISTING ON THE HONG KONG STOCK EXCHANGE +We have applied to the listing committee of the Hong Kong Stock Exchange for the granting of +the listing of, and permission to deal in, our Shares in issue and to be issued pursuant to the Global +Offering. +STRUCTURE OF THE GLOBAL OFFERING +The Global Offering comprises: +(1) the Hong Kong Public Offering of initially 5,340,800 H Shares (subject to reallocation) in +Hong Kong, representing approximately 10% of the total number of Offer Shares initially +available under the Global Offering; and +(2) the International Offering of initially 48,066,200 H Shares (subject to reallocation and the +Over-allotment Option), representing approximately 90% of the total number of Offer Shares +initially available under the Global Offering. +The allocation of the Offer Shares between the Hong Kong Public Offering and the International +Offering will be subject to reallocation as described in the section headed “Structure of the Global +Offering ” in the Prospectus. +In particular, subject to the requirements under Practice Note 18 of the Listing Rules and Chapter +4.14 of the Guide for New Listing Applicants issued by the Hong Kong Stock Exchange, the Joint +Sponsor-OCs (for themselves and on behalf of the Underwriters) may, at their sole discretion, +reallocate Offer Shares from the International Offering to the Hong Kong Public Offering to satisfy +valid applications under the Hong Kong Public Offering. In accordance with Chapter 4.14 of the +Guide for New Listing Applicants issued by the Hong Kong Stock Exchange, if such reallocation is +done as described in the section headed “Structure of the Global Offering – The Hong Kong Public +Offering – Reallocation ” in the Prospectus, the maximum total number of Offer Shares that may +be reallocated to the Hong Kong Public Offering will be 2,670,200 Offer Shares, so that the total +number of Offer Shares for subscription under the Hong Kong Public Offering will increase up to +8,011,000 Offer Shares, representing approximately 15% of the number of Offer Shares initially +available under the Global Offering. + + +--- page 6 --- +6 +In connection with the Global Offering, we may grant the Over-allotment Option to the +International Underwriters, exercisable by the Joint Sponsor-OCs (for themselves and on behalf of +the International Underwriters). +Pursuant to the Over-allotment Option (if granted), the International Underwriters will have the +right, exercisable by the Joint Sponsor-OCs (for themselves and on behalf of the International +Underwriters) at any time from the date of the Listing Date until 30 days from the last day for the +lodging of applications under the Hong Kong Public Offering, to require our Company to issue +up to an aggregate of 8,011,000 additional H Shares, representing not more than 15% of the total +number of Offer Shares initially available under the Global Offering, at the Offer Price under the +International Offering to, among others, cover over-allocations in the International Offering, if any. +If the Over-allotment Option is exercised in full, the additional Offer Shares to be issued pursuant +thereto will represent approximately 2.07% of the enlarged issued share capital of the Company +immediately following the completion of the Global Offering and the exercise of the Overallotment +Option. If the Over-allotment Option is exercised, an announcement will be made. +PRICING +The Offer Price will be HK$18.36 per Offer Share unless otherwise announced, as further +explained below. Applicants under the Hong Kong Public Offering may be required to pay, on +application (subject to application channels), the Offer Price of HK$18.36 per Offer Share plus +brokerage of 1.0%, SFC transaction levy of 0.0027%, Hong Kong Stock Exchange trading fee of +0.00565% and AFRC transaction levy of 0.00015%, amounting to a total of HK$3,709.04 for one +board lot of 200 H Shares. Further details are set out in the section headed “How to Apply for +Hong Kong Offer Shares ” in the Prospectus. + + +--- page 7 --- +7 +EXPECTED TIMETABLE (1) +Hong Kong Public Offering commences ............................. 9:00 a.m. on Tuesday, +June 9, 2026 +Latest time to complete electronic applications under + the HK eIPO White Form + service through the designated website at www.hkeipo.hk ............. 11:30 a.m. on Friday, +June 12, 2026 +Application lists of the Hong Kong Public Offering open ................ 11:45 a.m. on Friday, +June 12, 2026 +Latest time for (a) completing payment of HK eIPO White Form + applications by effecting internet banking transfer(s) or PPS + payment transfer(s) and (b) giving electronic application + instructions to HKSCC ....................................... 12:00 noon on Friday, +June 12, 2026 +If you are instructing your broker or custodian who is a HKSCC Participant to submit an +electronic application instruction(s) on your behalf through HKSCC ’s FINI system in accordance +with your instruction, you are advised to contact your broker or custodian for the earliest and +latest time for giving such instructions as this may vary by broker or custodian. +Application lists of the Hong Kong Public Offering close ............... 12:00 noon on Friday, +June 12, 2026 +Announcement of the Offer Price, the level of applications in the +Hong Kong Public Offering, the level of indications of interest in +the International Offering; and the basis of allocation of the Hong Kong +Offer Shares to be published on our website at www.senasic.com +and the website of the Hong Kong Stock Exchange at +www.hkexnews.hk at or before .................................. 11:00 p.m. on Tuesday, +June 16, 2026 +The results of allocations in the Hong Kong Public Offering (with successful applicants ’ +identification document numbers, where appropriate) to be available through a variety of channels, +including: + + +--- page 8 --- +8 +• in the announcement to be posted on our +website and the website of the Hong Kong Stock Exchange +at www.senasic.com and www.hkexnews.hk , respectively .................. at or before +11:00 p.m. on Tuesday, +June 16, 2026 +• from the designated results of allocations +website at www.tricor.com.hk/ipo/result or +www.hkeipo.hk/IPOResult +with a “search by ID ” function on a 24-hour +basis from ............................................... 11:00 p.m. on Tuesday, +June 16, 2026 +to 12:00 midnight on +Monday, June 22, 2026 +from the allocation results telephone enquiry line +by calling +852 3691 8488 between 9:00 a.m. +and 6:00 p.m. on ......................................... Wednesday, June 17, 2026, to +Tuesday, June 23, 2026 +(excluding Saturday, Sunday and +public holidays in Hong Kong) +H Share certificates in respect of wholly or partially +successful applications to be dispatched or deposited +into CCASS on or before ....................................... Tuesday, June 16, 2026 +HK eIPO White Form e-Auto Refund payment instructions/refund +checks (if applicable) on or before ............................. Wednesday, June 17, 2026 +Dealings in H Shares on the Hong Kong Stock Exchange +expected to commence at ............................................... 9:00 a.m. on +Wednesday, June 17, 2026 +Note: +All dates and times refer to Hong Kong local dates and time, except as otherwise stated. +If there is any change in the aforementioned expected timetable of the Hong Kong Public Offering, +we will issue an announcement in Hong Kong to be published on our Company ’s website at +www.senasic.com and the website of the Hong Kong Stock Exchange at www.hkexnews.hk . + + +--- page 9 --- +9 +SETTLEMENT +If the Hong Kong Stock Exchange grants the listing of, and permission to deal in, the Shares on the +Hong Kong Stock Exchange and we comply with the stock admission requirements of HKSCC, the +H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement +in CCASS with effect from the date of commencement of dealings in the H Shares or any other +date HKSCC chooses. Settlement of transactions between Exchange Participants is required to take +place in CCASS on the second settlement day after any trading day. +All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational +Procedures in effect from time to time. +All necessary arrangements have been made enabling the H Shares to be admitted into CCASS. +Investors should seek the advice of their broker or other professional advisor for details of the +settlement arrangement as such arrangements may affect your rights and interests. +ELECTRONIC APPLICATION CHANNELS +The Hong Kong Public Offering period will begin at 9:00 a.m. on Tuesday, June 9, 2026 and +end at 12:00 noon on Friday, June 12, 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 +HK eIPO White + Form service +www.hkeipo.hk Applicants who would +like to receive a physical +H Share certificate. +Hong Kong Offer Shares +successfully applied for +will be allotted and issued +in your own name. +From 9:00 a.m. on +Tuesday, June 9, +2026, to 11:30 a.m. +on Friday, June 12, +2026, Hong Kong +time. The latest +time for completing +full payment of +application monies +will be 12:00 noon on +Friday, June 12, 2026, +Hong Kong time. +HKSCC EIPO + channel +Your broker or +custodian who is a +HKSCC Participant +will submit +electronic application +instructions on +your behalf through +HKSCC ’s FINI +system in accordance +with your instruction. +Applicants who would not +like to receive a physical +H Share certificate. +Hong Kong Offer Shares +successfully applied +for will be allotted and +issued in the name of +HKSCC Nominees, +deposited directly into +CCASS and credited to +your designated HKSCC +Participant ’s stock +account. +Contact your broker +or custodian for the +earliest and latest +time for giving such +instructions, as this +may vary by broker or +custodian. + + +--- page 10 --- +10 +The HK eIPO White Form service and the HKSCC EIPO channel are facilities subject to +capacity limitations and potential service interruptions and you are advised not to wait until the +last day of the application period to apply for Hong Kong Offer Shares. +Please refer to the sections headed “Structure of the Global Offering ” and “How to Apply for Hong +Kong Offer Shares ” of the Prospectus for details of the conditions and procedures of the Hong +Kong Public Offering. +Application for the Hong Kong Offer Shares will only be considered on the basis of the terms and +conditions set out in the Prospectus and the designated website (www.hkeipo.hk ) for the HK eIPO +White Form service. +PUBLICATION OF RESULTS +The Company expects to announce the results of the level of indications of interest in the Global +Offering, the level of applications in the Hong Kong Public Offering and the basis of allocations +of Hong Kong Offer Shares on the Hong Kong Stock Exchange ’s website at www.hkexnews.hk +and its website at www.senasic.com by no later than 11:00 p.m. on Tuesday, June 16, 2026 (Hong +Kong time). +The results of allocations in the Hong Kong Public Offering are expected to be made available +through a variety of channels in the manner described in the section headed “How to Apply for +Hong Kong Offer Shares – B. Publication of Results ” in the Prospectus. +If an application is rejected, not accepted or accepted in part only, or if the conditions of the +Global Offering as set out in the section headed “Structure of the Global Offering – Conditions +of the Global Offering ” in the Prospectus are not satisfied or if any application is revoked, the +application monies, or the appropriate portion thereof, together with the related brokerage, SFC +transaction levy, AFRC transaction levy and Hong Kong Stock Exchange trading fee, will be +refunded, without interest. +No temporary document of title will be issued in respect of the H Shares. No receipt will be issued +for sums paid on application. H Share certificates will only become valid evidence of title at 8:00 +a.m. on Wednesday, June 17, 2026 (Hong Kong time), provided that the Global Offering has +become unconditional and the right of termination described in the section headed “Underwriting ” +has not been exercised. Investors who trade H Shares prior to the receipt of H Share certificates or +the H Share certificates becoming valid do so entirely at their own risk. +Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in +Hong Kong on Wednesday, June 17, 2026, it is expected that dealings in the H Shares on the Hong +Kong Stock Exchange will commence at 9:00 a.m. on Wednesday, June 17, 2026. The H Shares +will be traded in board lots of 200 H Shares each and the stock code of the H Shares will be 6675. + + +--- page 11 --- +11 +This announcement is available for viewing on the website of the Company at www.senasic.com +and the website of the Hong Kong Stock Exchange at www.hkexnews.hk . +By order of the Board +SENASIC Electronics Technology Co., Ltd. +Li Mengxiong +Chairman of the Board, Executive Director and Chief Executive Officer +Hong Kong, June 9, 2026 +Directors of the Company named in the application to which this announcement relates +are: (i) Mr. Li Mengxiong, Mr. Zhu Shouteng, Mr. Li Shuguang and Ms. Xu Hongru as +executive directors; (ii) Mr. Ju Hua and Mr. Sha Chongjiu as non-executive directors; and (iii) +Mr. Chu Xiaowen, Mr. Jie Donghui and Ms. Cheung Suet Fong as independent non-executive +directors. diff --git a/data/extracted_text/06675/prospectus_2026-06-09.txt b/data/extracted_text/06675/prospectus_2026-06-09.txt new file mode 100644 index 0000000..de33a14 --- /dev/null +++ b/data/extracted_text/06675/prospectus_2026-06-09.txt @@ -0,0 +1,20632 @@ +--- page 1 --- +琻捷電子科技 ( 江蘇 ) 股份有限公司 +SENASIC Electronics Technology Co., Ltd. +GLOBAL OFFERING +Stock Code : 6675 +(A joint stock company incorporated in the People’s Republic of China with limited liability) +琻捷電子科技 ( 江蘇 ) 股份有限公司 +Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and +Joint Lead Managers +Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers +Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers +Joint Bookrunners and Joint Lead Managers + + +--- page 2 --- +IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain professional independent advice. +ܩ +SENASIC Electronics Technology Co., Ltd. +Ҧ (Ϫᘽ )ʮ̡ +(A joint stock company incorporated in the People’ s Republic of China with limited liability) +Global Offering +Number of Offer Shares under +the Global Offering +: 53,407,000 H Shares (subject to the +Over-allotment Option) +Number of Hong Kong Offer Shares : 5,340,800 H Shares (subject to reallocation) +Number of International Offer Shares : 48,066,200 H Shares (subject to reallocation +and the Over-allotment Option) +Offer Price : HK$18.36 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 : RMB0.05 per H Share +Stock code : 6675 +Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and +Joint Lead Managers +Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers +Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers +Joint Bookrunners and Joint Lead Managers +Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the +contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss h owsoever arising from or +in reliance upon the whole or any part of the contents of this prospectus. +A copy of this prospectus, having attached thereto the documents specified in the section headed “Documents Delivered to the Registrar of Companies i n Hong Kong and +Available on Display” in Appendix V to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding +Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies +in Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above. +The Offer Price will be HK$18.36 per Offer Share. The Joint Sponsor-OCs (for themselves and on behalf of the Underwriters), may, with the consent of our Company, reduce +the number of Offer Shares and/or the Offer Price below that stated in this prospectus at any time on or prior to the morning of the last date for lodging ap plications under the +Hong Kong Public Offering. In such a case, notices of the reduction in the number of Hong Kong Offer Shares and/or the indicative Offer Price will be publ ished 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 lodging applic ations under the Hong +Kong Public Offering. Such notices will also be available on the website of our Company at https://www.senasic.com/ and on the website of the Stock Exchange at +www.hkexnews.hk . Further details are set forth in “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus. +Prior to making an investment decision, prospective investors should carefully consider all of the information set out in this prospectus, in partic ular, the risk factors +set out in “Risk Factors”. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Sponsor-OCs +(for themselves and on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in “Underwri ting” in this prospectus. +It is important that you refer to that section for further details. +The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and may not be of fered, sold, +pledged or transferred within or to the United States, or for the account or benefit of US persons (as defined in Regulation S), except in transactions e xempt from, +or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are being offered and sold outside of the United States in offshore +transactions in accordance with Regulation S. +ATTENTION +We have adopted a fully electronic application process for the Hong Kong Public 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 website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at https://www.senasic.com/ . If you require +a printed copy of this prospectus, you may download and print from the websites above. +IMPORTANT +June 9, 2026 + + +--- 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 to the public. +This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk +under the “ HKEXnews > New Listings > New Listing Information ” section, and our website at +www.senasic.com. If you require a printed copy of this prospectus, you may download and +print from the website addresses above. +To apply for the Hong Kong Offer Shares, you may: +(1) apply online via the HK eIPO White Form service at www.hkeipo.hk ;o r +(2) apply electronically through the HKSCC EIPO channel and cause HKSCC Nominees to +apply on your behalf by instructing your broker or custodian who is a HKSCC +Participant to give electronic application instructions via HKSCC’s FINI system to +apply for the Hong Kong Offer Shares on your behalf. +We will not provide any physical channels to accept any application for the Hong Kong Offer +Shares by the public. The contents of the electronic version of this prospectus are identical to the +printed prospectus as registered with the Registrar of Companies in Hong Kong pursuant to section +342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. +If you are an intermediary , broker or agent , please remind your customers, clients or +principals, as applicable, that this prospectus is available online at the website addresses above. +See “How to Apply for Hong Kong Offer Shares” for further details of the procedures through +which you can apply for the Hong Kong Offer Shares electronically. +IMPORTANT +–i i– + + +--- page 4 --- +Y our application through the HK eIPO White Form service or the HKSCC EIPO channel must be +made for a minimum of 200 Hong Kong Offer Shares and in multiples of that number of Hong Kong Offer +Shares as set out in the table below. No application for any other number of Hong Kong Offer Shares will +be considered and such an application is liable to be rejected. +If you are applying through the HK eIPO White Form service, you may refer to the table below for +the amount payable for the number of H Shares you have selected. Y ou must pay the respective amount +payable on application in full upon application for Hong Kong Offer Shares. +If you are applying through the HKSCC EIPO channel, you are required to pre-fund your +application based on the amount specified by your broker or custodian, as determined based on the +applicable laws and regulations in Hong Kong. +No. of +Hong Kong +Offer Shares +applied for +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Amount +payable (2) on +application/ +successful +allotment +HK$ HK$ HK$ HK$ +200 3,709.04 3,000 55,635.48 40,000 741,806.42 500,000 9,272,580.30 +400 7,418.06 4,000 74,180.64 50,000 927,258.04 600,000 11,127,096.35 +600 11,127.10 5,000 92,725.81 60,000 1,112,709.63 700,000 12,981,612.42 +800 14,836.13 6,000 111,270.96 70,000 1,298,161.24 800,000 14,836,128.48 +1,000 18,545.17 7,000 129,816.12 80,000 1,483,612.85 900,000 16,690,644.55 +1,200 22,254.18 8,000 148,361.29 90,000 1,669,064.45 1,000,000 18,545,160.60 +1,400 25,963.22 9,000 166,906.45 100,000 1,854,516.05 1,500,000 27,817,740.90 +1,600 29,672.25 10,000 185,451.61 200,000 3,709,032.12 2,000,000 37,090,321.20 +1,800 33,381.29 20,000 370,903.21 300,000 5,563,548.18 2,670,400 +(1) 49,522,996.86 +2,000 37,090.32 30,000 556,354.82 400,000 7,418,064.25 +(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer Shares initially +offered. +(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction +levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) +or to the HK eIPO White Form Service Provider (for applications made through the application channel of the HK eIPO +White Form service) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will be +paid to the SFC, the Stock Exchange and the AFRC, respectively. +IMPORTANT +– iii – + + +--- page 5 --- +Should there be any changes to the dates mentioned in the following expected timetable (1) of +the Hong Kong Public Offering, an announcement will be made and published on the website of the +Stock Exchange at www.hkexnews.hk and our website at www.senasic.com of the revised timetable. +Hong Kong Public Offering commences .................................... .9:00 a.m. on +Tuesday, June 9, 2026 +Latest time for completing electronic applications under the +HK eIPO White Form service through the designated website at +www.hkeipo.hk (2) .................................................. 1 1:30 a.m. on +Friday, June 12, 2026 +Application lists open (3) ................................................ 1 1:45 a.m. on +Friday, June 12, 2026 +Latest time for (a) completing payment for HK eIPO White Form +applications by effecting internet banking transfer(s) or PPS +payment transfer(s) and (b) giving electronic application +instructions to HKSCC +(4) ........................................... .12:00 noon on +Friday, June 12, 2026 +If you are instructing your broker or custodian who is a HKSCC Participant to apply for Hong Kong +Offer Shares on your behalf, you are advised to contact your broker or custodian for the latest time for +giving such instructions, which may be different from the latest time as stated above. +Application lists close (3) .............................................. .12:00 noon on +Friday, June 12, 2026 +Announcement of the Offer Price, the level of applications in the +Hong Kong Public Offering, the level of indications of interest in +the International Offering and the basis of allocation of the Hong +Kong Offer Shares to be published on the website of the Stock +Exchange at www.hkexnews.hk and our website at +www.senasic.com by(5) .............................................. 1 1:00 p.m. on +Tuesday, June 16, 2026 +EXPECTED TIMETABLE +–i v– + + +--- page 6 --- +Results of allocation in the Hong Kong Public Offering to be available through a variety of channels +as described in “How to Apply for Hong Kong Offer Shares—B. Publication of Results,” including +through: +(1) from the “Allotment Results” page at the designated results of +allocations website at www.tricor.com.hk/ipo/result or +www.hkeipo.hk/IPOResult with a “search by ID” function on +a 24-hour basis from .............................................. 1 1:00 p.m. on +Tuesday, June 16, 2026 to +12:00 midnight on +Monday, June 22, 2026 +(2) the allocation results telephone enquiry line by calling ++852 3691 8488 between 9:00 a.m. and 6:00 p.m. from .........W ednesday, June 17, 2026, to +Tuesday, June 23, 2026 +(excluding Saturday, Sunday and +public holidays in Hong Kong) +H Share certificates in respect of wholly or partially successful +applications to be dispatched or deposited into CCASS on or +before (6)(7) ................................................. T uesday, June 16, 2026 +HK eIPO White Form e-Auto Refund payment instructions or refund +checks in respect of wholly or partially unsuccessful applications +to be dispatched on or before +(8) ............................... W ednesday, June 17, 2026 +Dealings in H Shares on the Stock Exchange to commence at .................... .9:00 a.m. on +Wednesday, June 17, 2026 +(1) All dates and times refer to Hong Kong local dates and times. +(2) Y ou will not be permitted to submit your application under the HK eIPO White Form service through the designated website +at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application +and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to +continue the application process (by completing payment of application monies) until 12:00 noon on the last day for +submitting applications, when the application lists close. +(3) If there is/are a tropical cyclone warning signal number 8 or above, a “black” rainstorm warning signal and/or Extreme +Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Friday, June 12, 2026, the application +lists will not open or close on that day. See “How to Apply for Hong Kong Offer Shares—E. Bad Weather Arrangements”. +(4) Applicants who apply for Hong Kong Offer Shares by giving electronic instructions to HKSCC should refer to “How to Apply +for Hong Kong Offer Shares—A. Application for Hong Kong Offer Shares—2. Application Channels” of this prospectus. +(5) None of the websites or any of the information contained on the websites forms part of this prospectus. +(6) Applicants being individuals must not authorize any other person to collect on their behalf. Applicants being corporations +must attend by their respective authorized representative bearing a letter of authorization from the corporation stamped with +the corporation’s chop. Evidence of identity acceptable to the H Share Registrar, Tricor Investor Services Limited, must be +produced at the time of collection. Uncollected H Share certificate(s) will be sent to the addresses specified in the relevant +application instructions by ordinary post at the applicants’ own risk. See “How to Apply for Hong Kong Offer Shares—D. +Despatch/Collection of H Share Certificates and Refund of Application Monies”. +(7) The H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date, which is expected to be +Wednesday, June 17, 2026, provided that the Global Offering has become unconditional in all respects and the right of +termination described in “Underwriting—Underwriting Arrangements and Expenses—Hong Kong Public Offering—Grounds +for Termination” has not been exercised. Investors who trade H Shares prior to the receipt of H Share certificates or prior to +the H Share certificates becoming valid evidence of title do so entirely at their own risk. +EXPECTED TIMETABLE +–v– + + +--- page 7 --- +(8) HK eIPO White Form e-Auto Refund payment instructions or refund checks will be issued in respect of wholly or partially +unsuccessful applications pursuant to the Hong Kong Public Offering. Part of the applicant’s identification document number, +or, if the application is made by joint applicants, part of the identification document number of the first-named applicant, +provided by the applicant(s) may be printed on the refund check, if any. Such data would also be transferred to a third party +for refund purposes. Banks may require verification of an applicant’s identification document number before encashment of +the refund check. Inaccurate completion of an applicant’s identification document number may invalidate or delay encashment +of the refund check. +The above expected timetable is a summary only. For 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,” respectively. +If the Global Offering does not become unconditional or is terminated in accordance with its terms, +the Global Offering will not proceed. In such a case, our Company will make an announcement as soon +as practicable thereafter. +EXPECTED TIMETABLE +–v i– + + +--- 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, and does not +constitute, an offer or a solicitation of an offer to subscribe for or buy, any security in any other +jurisdiction or in any other circumstances. No action has been taken to permit a public offering of +the Offer Shares or the distribution of this prospectus in any jurisdiction other than Hong Kong. The +distribution of this prospectus and the offering and sale of the Offer Shares in other jurisdictions are +subject to restrictions and may not be made except as permitted under the applicable securities laws +of such jurisdictions pursuant to registration with or authorization by the relevant securities +regulatory authorities or an exemption therefrom. +You should rely only on the information contained in this prospectus to make your investment +decision. The Hong Kong Public Offering is made solely on the basis of the information contained +and the representations made in this prospectus. We have not authorized anyone to provide you with +information that is different from what is contained in this prospectus. Any information or +representation not contained nor made in this prospectus must not be relied on by you as having been +authorized by us, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the +Joint Bookrunners, the Joint Lead Managers and the Capital Market Intermediaries, any of the +Underwriters, any of our or their respective directors, officers, employees, agents or representatives +of any of them or any other parties involved in the Global Offering. +Page +EXPECTED TIMETABLE ................................................. i v +CONTENTS ............................................................ v i i +SUMMARY ............................................................. 1 +DEFINITIONS .......................................................... 1 3 +GLOSSARY ............................................................ 2 1 +FORW ARD-LOOKING STATEMENTS ........................................ 2 5 +RISK FACTORS ......................................................... 2 7 +W AIVERS AND EXEMPTIONS ............................................. 5 5 +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING ....... 5 9 +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING ............. 6 2 +CORPORATE INFORMATION ............................................. 7 0 +INDUSTRY OVERVIEW .................................................. 7 2 +CONTENTS +– vii – + + +--- page 9 --- +REGULATORY OVERVIEW ............................................... 8 8 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE .................... 1 0 6 +BUSINESS ............................................................. 1 3 4 +RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS ...... 1 9 2 +CORNERSTONE INVESTORS ............................................. 1 9 6 +DIRECTORS AND SENIOR MANAGEMENT .................................. 2 0 1 +SUBSTANTIAL SHAREHOLDERS ........................................... 2 1 1 +SHARE CAPITAL ........................................................ 2 1 4 +FINANCIAL INFORMATION ............................................... 2 1 7 +FUTURE PLANS AND USE OF PROCEEDS ................................... 2 4 7 +UNDERWRITING ........................................................ 2 5 2 +STRUCTURE OF THE GLOBAL OFFERING .................................. 2 6 2 +HOW TO APPLY FOR HONG KONG OFFER SHARES .......................... 2 7 0 +APPENDIX I — ACCOUNTANTS’ REPORT ............................. I - 1 +APPENDIX II — UNAUDITED PRO FORMA FINANCIAL INFORMATION ..... II-1 +APPENDIX III — SUMMARY OF ARTICLES OF ASSOCIATION ............. III-1 +APPENDIX IV — STATUTORY AND GENERAL INFORMATION ............. I V - 1 +APPENDIX V — DOCUMENTS DELIVERED TO THE REGISTRAR OF +COMPANIES IN HONG KONG AND A V AILABLE ON +DISPLAY ......................................... V - 1 +CONTENTS +– viii – + + +--- page 10 --- +This summary aims to give you an overview of the information contained in this prospectus. As +it is a summary, it does not contain all the information that may be important to you. You should read +the whole prospectus before you decide to invest in the Offer Shares. There are unique challenges, +risks and uncertainties associated with investing in companies such as ours. In addition, we have +incurred net losses since our inception, and we may incur net losses for the foreseeable future. We +had net cash used in operating activities during the Track Record Period. We did not declare or pay +any dividends during the Track Record Period and may not pay any dividends in the foreseeable +future. Your investment decision should be made in light of these considerations. +There are risks associated with any investment. Some of the particular risks in investing in the +Offer Shares are set out in the section headed “Risk Factors” in this prospectus. You should read +that section carefully in full before you decide to invest in the Offer Shares. +OVERVIEW +We are a top provider of wireless sensor SoCs globally, dedicated to providing innovative sensor +chips. We are the third largest automotive wireless sensor SoC company globally and the largest +automotive wireless sensor SoC company in China in terms of revenue in 2025, according to the F&S +report. The automotive wireless sensor SoC market is a subsector of the overall wireless sensor SoC +market, with the top two players accounting for over 50% of the global automotive wireless sensor SoC +market in aggregate, according to the same source. In 2025, the automotive wireless sensor SoC market +accounted for over 50% in the overall global wireless sensor SoC market. +We have accomplished the wireless integration and SoC architecture of sensor chips. Recognizing +wireless sensor SoCs as pivotal growth engines in automotive electronics, we secured competitive +advantage by mass-producing high-performance automotive-grade wireless sensor SoCs since 2018. +Leveraging our domain expertise and scalable SoC platform, we are able to deploy these innovations in +other high-growth verticals such as energy storage, industrial electronics, robotics and consumer +electronics since 2021, where our wireless sensor SoCs enable next-gen capabilities for intelligent edge +applications. +OUR PRODUCT PORTFOLIO +Intelligent Tire Sensing SoCs. We achieved the mass production of our tire pressure monitoring +system (“TPMS”) SoCs, our major product for intelligent tire sensing, in 2018. We are the first supplier +in China that had achieved mass production of TPMS chips, according to the F&S report. We established +first-mover advantage when China promulgated the mandatory standard for TPMS of passenger cars in +2017 (i.e., Performance Requirements and Test Methods of Tire Pressure Monitoring System for Passenger +Cars (جGB 26149-2017), implemented from 2020. +Pursuant to such standard, our TPMS SoCs are adopted in Type I TPMS (i.e., sensor-based), which is the +predominant TPMS solution for passenger vehicles in China, according to the F&S report. We are also the +first supplier in China that had achieved mass production of bluetooth low energy (“BLE,” i.e., a wireless +personal area network technology designed for applications requiring low power consumption) TPMS +chips, according to the F&S report, ready to capitalize on the expedited intelligent upgrades of new energy +vehicles (“NEVs”) in China that require TPMS sensors to achieve high data rates, high bandwidth and +bi-directional communications. BLE TPMS solutions are emerging as the new industry trend due to their +high integration and platform-based advantages, according to the same source. Additionally, we are the +first and the only supplier of TPMS SoCs and BLE TPMS SoCs for automotive OEMs in China, according +to the same source. +BMS SoCs. In 2021, we achieved the mass production of our battery pressure sensor (“BPS”) SoCs, +one of our major BMS products, to address the challenges of early fault detection in thermal scenarios. +We fortified our first-mover advantage with the launch of such product, when China promulgated the +mandatory safety standard of the power batteries for electric vehicles (EVs) in 2020 (i.e., Electric V ehicles +SUMMARY +–1– + + +--- page 11 --- +Traction Battery Safety Requirements (Ӌ) (GB 38031-2020), requiring +five-minute advance warnings before thermal runaway. We remain our position in this market segment, +ranking No. 1 globally in terms of the revenue of BPS SoC products in 2025, according to the F&S report. +We continue to achieve breakthroughs with battery monitoring system (“BMS”) SoCs, with the +launch of new-generation BPS SoC product that meets the elevated safety standard of power batteries from +passive alerts to proactive defense. In 2025, a more stringent mandatory requirement was promulgated for +the power batteries for EVs in China, which mandates that power batteries must not ignite or explode for +at least two hours following a thermal runaway event, and will be implemented from July 2026. We +developed the first BPS chip in China that met such new mandatory standard, according to the F&S report. +Drawing from our expertise in BMS SoCs, we are committed to the development of SoCs based on +wireless battery monitoring system (“wBMS”), or wBMS technology—a future-facing architecture with +the potential to redefine battery monitoring systems. wBMS SoCs offer transformational benefits by +significantly enhancing battery cell monitoring reliability and precision, streamlining battery pack +assembly, reducing wiring complexity and overall cost, and driving battery system intelligence. +Specifically, compared with traditional wired BMS solutions, wBMS SoCs eliminate bulky wiring +harnesses and enables modular pack design to achieve overall production cost savings. They also offer +critical value by improving connection reliability and mitigating mechanical failure, minimizing +peripheral component costs, and enhancing the maintainability of battery packs (e.g., in energy storage +systems, battery packs can be swapped in and out rather than plug in and out wiring harnesses). By virtue +of the unique benefits offered by wBMS SoCs, the market for wBMS SoCs is projected for long-term +growth, with global revenue increasing from RMB0.1 billion in 2027 to RMB22.2 billion by 2030, at a +CAGR of 457.5%, according to the F&S report. We began to generate revenue in connection with our +wBMS SoCs in 2025. Our wBMS SoCs had entered into front-end validation and were in the process of +obtaining formal designation from leading cell and battery manufacturers in China as of the Latest +Practicable Date. +USI SoCs. We achieved the mass production of our universal sensor interface (“USI”) SoCs in 2021, +which has enabled us to diversify the application scenarios of our products. USI SoCs are characterized +by applications in a wide range of sensors such as air conditioning pressure sensor, intelligent chassis +brake pressure sensor and vehicle acceleration sensor. We identified that the USI SoCs address critical +demands, e.g., (1) the replacement of legacy components of traditional internal combustion engine +vehicles, such as temperature and manifold absolute pressure sensors (“TMAP sensors,” i.e., an integrated +electronic component in an internal combustion engine that measures the absolute pressure inside the +intake manifold and the temperature of the intake air) for intake manifold pressure, engine oil pressure +sensors, and transmission pressure sensors; and (2) emerging applications in NEVs, including sensors for +air conditioning systems, and for monitoring pressure, temperature and humidity and intelligent chassis +pressure. The image below illustrates the primary applications of our products, in the instance of +automotive electronics sector. +• Battery pressure sensor (BPS) +• Battery aerosol sensor (BAS) +• wBMS +• ...... +Intelligent Tire Sensing +• Tire pressure monitoring system (TPMS) +• Load monitoring +• Blowout monitoring +• ...... +Battery Monitoring System +Other Settings +• Air conditioning pressure +• Intelligent chassis brake pressure +• Vehicle acceleration +• ...... +• Ultrasonic sensor system +(USS) +• ...... +Universal Sensor Interface +SUMMARY +–2– + + +--- page 12 --- +OUR BUSINESS MODEL +We operate under the fabless model and focus on the design of SoCs. We outsource wafer fabrication +and chip packaging and testing activities to third-party business partners. By concentrating our resources +on product design and R&D processes, we can swiftly respond to evolving market demands and +continuously innovate our product offerings. According to the F&S report, the fabless business model is +consistent with the increasing trend of specialized division of labor within the semiconductor industry, +allowing fabless companies to focus attention and resources on design and R&D. +We provide SoCs based on our proprietary design, as well as integrated solutions based on the +specific demands of certain customers. For our integrated solutions, we leverage our industry know-how +and collaborate closely with our customers to design and provide customized modules. This enables us to +reinforce our relationship with key customers, stay abreast with the latest trends of downstream sectors +and constantly upgrade and enhance our offerings. +We have adopted a transaction-based model. The price range of our products tend to vary depending +on different functions and complexity and customer specifications. We determine our product pricing +through negotiations with our customers. We consider factors such as our costs, desired profit margin, +pricing of similar products of competitors and degree of market competition in formulating our pricing +policies. +OUR BUSINESS AND FINANCIAL PERFORMANCE +We achieved robust growth and continually improved gross profit margin during the Track Record +Period. Our total revenue increased from RMB223.5 million for 2023 to RMB347.5 million for 2024 and +further to RMB477.9 million for 2025, at a CAGR of 46.2%. In 2023, 2024 and 2025, our key customer +retention rate was 97.6%, 93.8% and 86.3%, respectively, and the net dollar retention rate of key +customers was 231.3%, 159.0% and 133.9% for the same periods, respectively. Our gross profit margin +increased from 16.6% in 2023 to 20.3% in 2024 and further to 28.0% in 2025. +OUR COMPETITIVE STRENGTHS +We believe the following strengths have contributed to our success and differentiated us from our +competitors: (1) a top wireless sensor SoC provider, dedicated to the mission-critical automotive sensor +chip market; (2) efficient and adaptive sensor SoC platform empowered by proprietary technologies, +enabling product capabilities; (3) customer-centric development, fostering synergistic partnerships and +strong customer base; (4) extensive supply chain coordination experience and high-quality fulfillment +capabilities, empowering proven record of large-scale delivery; (5) expanding applications in in-vehicle +sensing and natural extension to adjacent fields to seize commercialization opportunities; and (6) seasoned +and visionary management team and strategic collaborations with industry shareholders, supporting +sustained innovation. +See “Business—Our Competitive Strengths.” +OUR GROWTH STRATEGIES +We intend to pursue the following strategies to further grow our business: (1) commit to innovations +to seize market opportunities and reinforce technology advantages; (2) advance product development to +expand product portfolio and application scenarios; (3) reinforce collaborations with our blue-chip +customers and expand our customer base; (4) pursue overseas expansion and enhance global exposure; and +(5) build a robust talent pipeline to sustain innovation and growth. +See “Business—Our Growth Strategies.” +SUMMARY +–3– + + +--- page 13 --- +OUR RESEARCH AND DEVELOPMENT +Our technological capabilities are the cornerstone for our value proposition. Since our inception, we +have established a proprietary sensor SoC platform that integrates sensing, processing and wireless +transmission capabilities, coupled with wireless radio frequency technologies, automotive-grade SoC +capabilities and engineering capabilities, which together form our technology foundation. See +“Business—Our Technology Foundation.” +Through years of R&D efforts, we have built extensive expertise in the field of sensor SoCs, in +particular wireless sensor SoCs. We continuously expand our product portfolio, updating existing products +and introducing cost-effective new solutions to enhance competitiveness. By intensifying R&D +commitments, accelerating market response times and enhancing operational efficiency, we aim to solidify +and extend our competitive edge in the industry. See “Business—Research and Development.” +OUR CUSTOMERS AND SUPPLIERS +Our Customers +Our customers during the Track Record Period primarily include direct sales customers in relevant +downstream sectors, i.e., Tier 1 suppliers, as well as distributors. Currently, our products are deployed by +a number of leading automotive OEMs (i.e., BYD, SAIC, Geely, FAW Group, Changan Automobile, Chery +Automobile, Dongfeng Motor Corporation, BAIC, GAC and GWM Group), through their Tier 1 suppliers. +Such automotive OEMs are the end customers of our direct sales customers. Currently, our products are +deployed by a number of automotive OEMs through their Tier 1 suppliers. In 2023, 2024 and 2025, +revenue generated from our top five customers for each period during the Track Record Period accounted +for 35.6%, 52.1% and 52.3% of our total revenue of such period, respectively, and revenue generated from +our largest customer for each period during the Track Record Period accounted for 9.2%, 25.2% and 31.9% +of our total revenue in the same periods, respectively. See “Business—Customers.” +Our Suppliers +Our suppliers primarily consist of (1) wafer foundries, and (2) chip packaging and testing service +providers. Our suppliers are primarily located in China. In 2023, 2024 and 2025, purchases from our top +five suppliers for each period during the Track Record Period accounted for 52.6%, 64.5% and 59.6% of +our total purchase amount of such period, respectively, and the purchase from our largest supplier for each +period during the Track Record Period accounted for 13.8%, 21.9% and 18.0% of our total purchase +amount in the same periods, respectively. See “Business—Suppliers.” +INTELLECTUAL PROPERTY RIGHTS +We believe that our intellectual property rights are critical to our continued success. We have taken +the following key measures to protect our intellectual property rights, including (1) establishing a set of +comprehensive internal policies to implement effective management over our intellectual property rights, +(2) timely registration, filing and application for the ownership of our intellectual properties, (3) timely +report to the management upon identification of infringement of our intellectual property rights by third +parties, (4) providing trainings to enhance employees’ intellectual property right awareness and to ensure +our intellectual property protection measures’ long-term effectiveness, and (5) stipulating and emphasizing +the ownership and protection of intellectual properties in the employment agreements and employee +handbook. +As of December 31, 2025, we had 90 granted patents, 33 utility model patents and one design patent. +As of the same date, we had 61 layout-design of integrated circuits, 26 software copyrights and 25 +registered trademarks. Our Directors confirm that we did not have any material disputes or any other +pending material legal proceedings of intellectual property rights with third parties during the Track +Record Period and up to the Latest Practicable Date. See “Business—Intellectual Property Rights.” +SUMMARY +–4– + + +--- page 14 --- +RISK FACTORS +Our business and operations involve certain risks and uncertainties including those set out in the +“Risk Factors” section in this prospectus. Some of the major risk factors that we face include: (1) failure +to keep up with the constantly evolving and developing industries; (2) limited operating history and +commercialization record; (3) unsuccessful execution of growth strategies; (4) failure to retain existing +customers or attract new customers; (5) failure to compete with our competitors; (6) failure to fully +maintain the quality control over our products and to price our product effectively; (7) failure to enhance +our brand recognition and sales and marketing capabilities; and (8) failure to maintain relationship with +our distributors and to manage our distribution network. As different investors may have different +interpretations and criteria when determining the significance of a risk, you should carefully read the +“Risk Factors” section in its entirety before you decide to invest in our Shares. +SUMMARY OF HISTORICAL FINANCIAL INFORMATION +The following tables set forth summary financial data from our financial information during the +Track Record Period, extracted from the Accountants’ Report as set out in Appendix I to this prospectus. +The summary financial data set forth below should be read together with, and is qualified in its entirety +by reference to, our financial statements in this prospectus, including the related notes. Our consolidated +financial information was prepared in accordance with HKFRS Accounting Standards. +Summary of Consolidated Statements of Profit or Loss +The following table sets forth a summary of our consolidated statements of profit or loss items for +the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Revenue Amount +%o f +Revenue Amount +%o f +Revenue +(RMB in thousands, except for percentages) +Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0 +Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(186,337) (83.4) (276,936) (79.7) (344,273) (72.0) +Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,146 16.6 70,604 20.3 133,588 28.0 +Loss from operations /H1100/H1100(188,663) (84.4) (99,880) (28.6) (47,474) (9.9) +Loss before taxation /H1100/H1100(355,400) (159.0) (351,339) (101.0) (330,564) (69.2) +Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(401) (0.2) – – – – +Loss for the year /H1100/H1100/H1100/H1100(355,801) (159.2) (351,339) (101.0) (330,564) (69.2) +Non-HKFRS Measure +To supplement our consolidated financial statements which are presented in accordance with the +HKFRS Accounting Standards, we also use adjusted loss for the year (non-HKFRS measure) as additional +financial measure, which is not required by, or presented in accordance with, the HKFRS Accounting +Standards. We believe that such non-HKFRS measure facilitate comparisons of operating performance +from period to period and company to company by eliminating potential impacts of certain items. We +believe that such 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 loss for the year (non-HKFRS measure) may not be comparable to +similarly titled measures presented by other companies. The use of such non-HKFRS measure has +limitations as an analytical tool, and you should not consider them in isolation from, or as substitute for +analysis of, our results of operations or financial condition as reported under HKFRS Accounting +Standards. +SUMMARY +–5– + + +--- page 15 --- +We define adjusted loss for the year (non-HKFRS measure) as loss for the year adjusted for listing +expenses, changes in the carrying amount of liabilities recognized for financial instruments issued to +investors and equity-settled share-based payment expenses. Listing expenses were incurred with the +Global Offering and Listing. Equity-settled share-based payment expenses are non-cash expenses arising +from the share incentives that we grant to employees. Changes in the carrying amount of liabilities +recognized for financial instruments issued to investors represent changes in the carrying amount of our +Shares with preferential rights, which are measured at the higher amount expected to be paid to the +investors upon redemption or liquidation, which is assumed to be at the dates of issuance and at the end +of each reporting period. We do not expect to record any further changes in the carrying amount of such +Shares as they will be redesignated to equity upon the completion of the Listing. The following table sets +out a reconciliation from adjusted loss for the year (non-HKFRS measure) loss for the year presented in +accordance with the HKFRS Accounting Standards. +Y ear ended December 31, +2023 2024 2025 +(RMB in thousands) +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (330,564) +Add: listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 14,224 +Add: changes in the carrying amount of liabilities +recognized for financial instruments issued to +investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100164,506 251,161 282,288 +Add: equity-settled share-based payment expenses /H1100/H1100/H11003,819 2,978 2,176 +Adjusted loss for the year (non-HKFRS measure) /H1100(187,476) (97,200) (31,876) +Our loss for the year remained relatively stable at RMB355.8 million for 2023 and RMB351.3 +million for 2024. Our loss for the year decreased from RMB351.3 million for 2024 to RMB330.6 million +for 2025, primarily due to the increase of our gross profit, which was generally in line with our overall +increase in revenue. See “Financial Information—Period to Period Comparison of Results of Operations.” +Revenue +During the Track Record Period, we primarily generated revenue from the sales of (1) intelligent tire +sensing SoCs; (2) BMS SoCs; and (3) USI SoCs. See “Business—Our Products.” In 2023, 2024 and 2025, +our revenue was RMB223.5 million, RMB347.5 million and RMB477.9 million, respectively. We began +to generate revenue in connection with our wBMS SoCs in 2025. The following table sets forth a +breakdown of our revenue by product type and further by customer type for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Total Amount +%o f +Total Amount +%o f +Total +(RMB in thousands, except for percentages) +Intelligent tire sensing SoCs /H1100/H1100/H1100/H110086,157 38.6 208,587 60.0 291,178 60.9 +– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052,096 23.4 128,056 36.8 201,559 42.2 +– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,061 15.2 80,531 23.2 89,619 18.7 +BMS SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,912 21.0 42,739 12.3 66,938 14.0 +– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,760 12.4 2,571 0.7 6,497 1.4 +– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,152 8.6 40,168 11.6 60,441 12.6 +USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,569 38.3 89,120 25.6 114,613 24.0 +– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,172 11.3 25,009 7.2 37,328 7.8 +– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110060,397 27.0 64,111 18.4 77,285 16.2 +Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,845 2.1 7,094 2.1 5,132 1.1 +– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,840 2.1 7,055 2.0 4,321 0.9 +– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 0.0 39 0.1 811 0.2 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0 +SUMMARY +–6– + + +--- page 16 --- +(1) Others primarily include USS SoCs and other products and services ancillary to our provision of SoCs. +The following table sets forth a breakdown of our revenue by distribution channels for the periods +indicated. +Y ear ended December 31, +2023 2024 2025 +Amount % Amount % Amount % +(RMB in thousands, except for percentages) +Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100113,615 50.8 184,849 53.2 228,157 47.7 +Direct sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100109,868 49.2 162,691 46.8 249,704 52.3 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0 +Gross profit and gross profit margin +In 2023, 2024 and 2025, our gross profit was RMB37.1 million, RMB70.6 million and RMB133.6 +million, respectively, representing gross profit margin of 16.6%, 20.3% and 28.0%, respectively. The +following table sets forth a breakdown of our gross profit and gross profit margin by product type and +further by customer type for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Gross +profit/(loss) +Gross +profit/(loss) +margin Gross profit +Gross profit +margin Gross profit +Gross profit +margin +(RMB) (%) (RMB) (%) (RMB) (%) +(RMB in thousands, except for percentages) +Intelligent tire sensing +SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,251) (9.6) 23,349 11.2 59,013 20.3 +– Tier 1 suppliers /H1100/H1100/H1100(3,748) (7.2) 17,412 13.6 41,079 20.4 +– Distributorship /H1100/H1100/H1100(4,503) (13.2) 5,937 7.4 17,934 20.0 +BMS SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,997 42.6 16,027 37.5 23,772 35.5 +– Tier 1 suppliers /H1100/H1100/H110015,187 54.7 1,427 55.5 2,089 32.2 +– Distributorship /H1100/H1100/H11004,810 25.1 14,600 36.3 21,683 35.9 +USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,163 28.2 29,136 32.7 50,149 43.8 +– Tier 1 suppliers /H1100/H1100/H11002,591 10.3 8,907 35.6 15,834 42.4 +– Distributorship /H1100/H1100/H110021,572 35.7 20,229 31.6 34,315 44.4 +Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,237 N/M 2,092 N/M 654 12.7 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,146 16.6 70,604 20.3 133,588 28.0 +During the Track Record Period, the gross profit margin for our sales to distributors was generally +higher than that for our sales to Tier 1 suppliers, primarily because Tier 1 suppliers were major industry +players with larger order volumes and stronger bargaining power. +The following table sets forth a breakdown of our gross profit and gross profit margin by distribution +channels for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Amount % Amount % Amount % +(RMB in thousands, except for percentages) +Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,546 19.0 40,242 21.8 73,737 32.3 +Direct sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,600 14.2 30,362 18.7 59,851 24.0 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,146 16.6 70,604 20.3 133,588 28.0 +SUMMARY +–7– + + +--- page 17 --- +Summary of Consolidated Statements of Balance Sheet +The following table sets forth a summary of our consolidated balance sheet as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Total non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,862 26,774 32,633 +Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100593,235 665,962 707,840 +Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,114 111,824 163,729 +Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100502,121 554,138 544,111 +Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100542,983 580,912 576,744 +Total non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,383,256 1,740,531 2,055,756 +Net liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,479,012) +Our net current assets further increased from RMB502.1 million as of December 31, 2023 to +RMB554.1 million as of December 31, 2024, primarily due to (1) the increase in our financial assets at +FVPL; and (2) the increase in our pledged bank deposits, partially offset by the increases in the current +portion of our loans and borrowings and trade and other payables. Our net current assets then decreased +to RMB544.1 million as of December 31, 2025, primarily due to the increase in the current portion of our +loans and borrowings. +Our net liabilities increased from RMB840.3 million as of December 31, 2023 to RMB1,159.6 +million as of December 31, 2024, primarily due to an addition to our accumulated loss of RMB351.3 +million mainly representing our operating losses, and the net impact of recognition of financial +instruments issued to investors of RMB105.0 million, partially offset by capital injections of RMB134.0 +million. Our net liabilities then increased to RMB1,479.0 million as of December 31, 2025, primarily due +to an addition to our accumulated loss of RMB329.8 million mainly representing our operating losses. We +expect to achieve net assets position upon the completion of the Listing and Global Offering as our +financial instruments issued to investors are converted from liabilities to equity. +See “Financial Information—Discussion of Certain Balance Sheet Items.” +Summary of Consolidated Statements of Cash Flows +The following table sets forth a summary of our consolidated statements of cash flows for the periods +indicated. +Y ear ended December 31, +2023 2024 2025 +(RMB in thousands) +Net cash used in operating activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100(61,170) (137,122) (173,637) +Net cash (used in)/ generated from investing +activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(260,980) (43,839) 216,775 +Net cash generated from financing activities /H1100 297,431 171,244 69,121 +Net (decrease)/increase in cash and cash +equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(24,719) (9,717) 112,259 +Cash and cash equivalents at the beginning of +the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100123,524 98,805 89,088 +Cash and cash equivalents at the end of year /H1100 98,805 89,088 201,347 +SUMMARY +–8– + + +--- page 18 --- +We recorded net cash outflows from operating activities throughout the Track Record Period, +primarily due to (1) the relatively small sales volume of our products, as we were still at the early stage +of commercialization; (2) our continual investment into R&D; and (3) the procurement of certain wafers +of relatively higher price during the Track Record Period, due to the cyclical impact of the semiconductor +supply chain. +For details, see “Financial Information—Liquidity and Capital Resources.” +Key Financial Ratios +As of/for the year ended December 31, +2023 2024 2025 +Profitability: +Gross profit margin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016.6% 20.3% 28.0% +Liquidity: +Current ratio +(1)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006.5 6.0 4.3 +Quick ratio (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005.1 4.6 2.9 +(1) The calculation of current ratio is based on current assets divided by current liabilities as of period end. +(2) The calculation of quick ratio is based on current assets less inventories divided by current liabilities as of period end. +See “Financial Information—Key Financial Ratios” for details. +OUR SINGLE LARGEST GROUP OF SHAREHOLDERS +During the Track Record Period and up to the date of this prospectus, Dr. Li and Mr. Li have acted +in concert with each other and jointly controlled our Company. As of the Latest Practicable Date, Dr. Li +and Mr. Li have jointly, directly and indirectly through Shanghai Chuangyingrui, Shanghai Ruixinchuang, +Shanghai Y aojun and Gongqingcheng SENASIC, controlled approximately 32.25% of our total issued +share capital. Upon the Listing, and without taking into account any Shares that may be issued upon +exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme, Dr. Li and Mr. +Li will be entitled to, directly and indirectly through Shanghai Chuangyingrui, Shanghai Ruixinchuang, +Shanghai Y aojun and Gongqingcheng SENASIC, exercise 27.71% voting rights in our Company. +Therefore, Dr. Li, Mr. Li, Shanghai Chuangyingrui, Shanghai Ruixinchuang, Shanghai Y aojun and +Gongqingcheng SENASIC will be our Single Largest Group of Shareholders. See “Relationship with Our +Single Largest Group of Shareholders” for more information. +PRE-IPO INVESTMENTS +Since our establishment, we have attracted many reputable sophisticated investors to invest in our +Company such as Mixed Reform Fund, Jingwei, CVC and certain industrial investors including Chendao, +Huaxin Chuangyuan, Shangqi Capital and Geely. See “History, Development and Corporate +Structure—Pre-IPO Investments” for details. +CSRC FILING +We had submitted a filing to the CSRC for application of the Listing and the Global Offering. The +CSRC filing was completed on January 30, 2026. +SUMMARY +–9– + + +--- page 19 --- +DIVIDENDS +We are a holding company incorporated under the laws of the PRC. During the Track Record Period, +we did not declare or pay any dividends. We currently do not have any dividend policy or fixed dividend +pay-out ratio. Any dividends we pay will be at the discretion of our Directors and will depend on our future +operations and earnings, capital requirements and surplus, general financial condition, contractual +restriction and other factors which our Directors consider relevant. Our shareholders in a general meeting +may approve any declaration of dividends, which must not exceed the amount recommended by our Board. +As advised by our PRC Legal Advisor, no dividend shall be declared or payable except out of our profits +and reserves lawfully available for distribution. Any future net profit that we make will have to be first +applied to make up for our historically accumulated losses, after which we will be obliged to allocate 10% +of our net profit to our statutory common reserve fund until such fund has reached more than 50% of our +registered capital. +RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE +Our business had continued to expand and experience growth subsequent to the Track Record Period +and up to the Latest Practicable Date, and our sales volume has been on an upward trajectory. In particular, +we experienced sales growth in the four months ended April 30, 2026 compared to the same period of +2025. +Our Directors confirm that, up to the date of this prospectus, there has been no material adverse +change in our financial or trading position since December 31, 2025 (being the date on which the latest +audited consolidated financial information of our Group was prepared) and there is no event since +December 31, 2025 which would materially affect the information shown in our consolidated financial +statements included in the Accountants’ Report in Appendix I to this prospectus. We expect that we will +record a net loss for the year ending December 31, 2026, primarily because we are in the stage of +expanding our business and operations in the rapidly growing wireless sensor SoCs industry and are +continuously investing in R&D. +IMPACT OF THE COVID-19 PANDEMIC +The COVID-19 pandemic has disrupted the normal operations of multiple industries worldwide. In +particular, it had a cyclical impact on the semiconductor supply chain, during which our wafer suppliers +increased wafer prices due to capacity shortages at wafer foundries. See “Industry Overview—Cost and +Raw Material Analysis of Major Automotive Sensor SoCs.” We strategically increased our inventory levels +to secure production capacity and ensure supply chain stability. We recorded a gross loss of RMB8.3 +million for our intelligent tire sensing SoCs in 2023, primarily due to higher material costs for wafers in +2023 arising from the consumption of wafers purchased in 2022 at relatively higher prices, which reflected +the cyclical impact of the semiconductor supply chain. In addition, we recorded longer inventory turnover +days in 2023, primarily due to the lasting impact of our stock-up in response to the cyclical impact of the +semiconductor supply chain, which carried higher costs. However, as we adopted temporary contingency +measures and maintained close communication with our customers, the progress of projects and delivery +fulfillment rate, and as a result, our sales, were not materially adversely affected as a result of the +pandemic. +APPLICATION FOR LISTING ON THE STOCK EXCHANGE +We have applied to the listing committee of the Stock Exchange for the granting of the listing of, +and permission to deal in, among others, our Shares in issue and to be issued pursuant to the Global +Offering on the basis that, among other things, we satisfy the market capitalization/revenue test under Rule +8.05(3) of the Listing Rules with reference to (i) our revenue for the year ended December 31, 2025 was +over HK$500 million, and (ii) our expected market capitalization at the time of Listing, which, based on +the Offer Price of HK$18.36 per Offer Share, exceeds HK$4 billion. +SUMMARY +–1 0– + + +--- page 20 --- +GLOBAL OFFERING STATISTICS +The statistics in the following table are based on the assumptions that (1) the Global Offering has +been completed and 53,407,000 H Shares are newly issued in the Global Offering; (2) without taking into +account any Shares that may be issued upon exercise of the Over-allotment Option and under the +Employee Incentive Schemes; and (3) the financial instruments issued to investors are converted into +equity following the completion of the Global Offering: +Based on the Offer Price +of HK$18.36 per +Offer Share +Market capitalization (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100HK$6,959.2 million +Unaudited pro forma adjusted consolidated +net tangible assets per Share /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100HK$4.13 +(1) Assuming 379,041,820 Shares are issued and outstanding following the completion of the Global Offering. +For more details of the unaudited pro forma adjusted net tangible assets attributable to the equity +shareholders of our Company per Share, please see “Unaudited Pro Forma Financial Information” in +Appendix II. +LISTING EXPENSES +We recorded listing expenses of RMB17.0 million in connection with the Global Offering during the +Track Record Period, of which RMB14.2 million was charged to our consolidated statements of profit or +loss, and RMB2.8 million has been deferred and will be deducted from equity. We expect to incur a total +of approximately RMB64.3 million (HK$73.9 million) of listing expenses in connection with the Global +Offering, representing approximately 7.5% of the gross proceeds from the Global Offering (at the Offer +Price of HK$18.36 per Offer Share, and assuming that the Over-allotment Option is not exercised), +including (1) underwriting commissions, SFC transaction levy, Stock Exchange trading fees and AFRC +transaction levy for all Offer Shares of approximately RMB31.0 million (HK$35.6 million); and (2) +non-underwriting related expenses of approximately RMB33.3 million (HK$38.3 million), which consist +of (i) fees and expenses of legal advisors and accountants of approximately RMB18.2 million (HK$21.0 +million), and (ii) other fees and expenses of approximately RMB15.1 million (HK$17.3 million). +Approximately RMB29.0 million (HK$33.3 million) is expected to be charged to our consolidated +statements of profit or loss, and approximately RMB35.3 million (HK$40.6 million) is expected to be +deducted from equity. The listing expenses above are the best estimate as of the Latest Practicable Date +and for reference only. The actual amount may differ from this estimate. +USE OF PROCEEDS +We estimate that the net proceeds of the Global Offering, after deducting the estimated underwriting +commissions and other fees and expenses payable by us in connection with the Global Offering, will be +approximately HK$906.7 million, at the Offer Price of HK$18.36 per Offer Share, without the exercise of +the Over-allotment Option. + Approximately 40.0% of the net proceeds, or HK$362.7 million, will be used for expanding our +business scale and accelerating the commercialization of our new products; +SUMMARY +–1 1– + + +--- page 21 --- + Approximately 30.0% of the net proceeds, or HK$272.0 million, will be used for the +enhancement of our R&D capabilities for advanced technologies and foundational technologies +in intelligent tire sensing SoCs, BMS SoCs and USI SoCs; + Approximately 10.0% of the net proceeds, or HK$90.7 million, will be used to expand our +domestic and international sales network and enhance our global market presence; + Approximately 10.0% of the net proceeds, or HK$90.7 million, will be used for strategic +investment or acquisition to achieve long-term development goals; and + Approximately 10.0% of the net proceeds, or HK$90.7 million, will be used for working capital +and other general corporate purposes. +See “Future Plans and Use of Proceeds.” +SUMMARY +–1 2– + + +--- page 22 --- +In this prospectus, unless the context otherwise requires, the following terms shall have the +meanings set out below. Certain other terms are explained in the section headed “Glossary” in this +prospectus. +“2015 Employee Incentive +Scheme” +the employee incentive scheme adopted by our Company in +December 2015 +“2026 Pre-IPO Share Option +Scheme” +the share option scheme adopted by our Company in April 2026 +“Accountants’ Report” the accountants’ report of our Group for the Track Record Period +as set out in Appendix I to this prospectus +“affiliate(s)” with respect to any specified person, any other person, directly or +indirectly, controlling or controlled by or under direct or indirect +common control with such specified person +“AFRC” the Accounting and Financial Reporting Council +“Articles” or “Articles of +Association” +the articles of association of our Company, conditionally adopted +on August 28, 2025 with effect upon the Listing Date (as amended +from time to time), a summary of which is set out in Appendix III +to this prospectus +“associate(s)” has the meaning ascribed thereto under the Listing Rules +“Board” or “Board of Directors” the board of directors of our Company +“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 +“Capital Market Intermediaries” or +“CMIs” +has the meaning ascribed thereto under the Listing Rules and, +unless the context requires otherwise, refers to the capital market +intermediaries named in “Directors and Parties Involved in the +Global Offering” in this prospectus +“CCASS” the Central Clearing and Settlement System established and +operated by HKSCC +“China” or “PRC” the People’s Republic of China excluding for the purpose of this +prospectus, Hong Kong, Macau Special Administrative Region of +the People’s Republic of China and Taiwan +“close associate(s)” has the meaning ascribed thereto under the Listing Rules +“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong +Kong), as amended, supplemented or otherwise modified from +time to time +DEFINITIONS +–1 3– + + +--- page 23 --- +“Companies (Winding Up and +Miscellaneous Provisions) +Ordinance” or “Companies +(WUMP) Ordinance” +the Companies (Winding Up and Miscellaneous Provisions) +Ordinance (Chapter 32 of the Laws of Hong Kong), as amended, +supplemented or otherwise modified from time to time +“Company” or “our Company” SENASIC Electronics Technology Co., Ltd. ( +⑏Ҧ(Ϫᘽ) +ʮ̡) (formerly known as Nanjing Yingruichuang +Electronics Co., Ltd. (ʮ̡) and Ningbo +SENASIC Electronics Technology Co., Ltd. +(ت +⑏ʮ̡) successively), a limited company +established in the PRC on March 19, 2015 and converted into a +joint stock company with limited liability in the PRC on November +7, 2024 +“connected person(s)” has the meaning ascribed thereto under the Listing Rules +“connected transaction(s)” has the meaning ascribed thereto under the Listing Rules +“core connected person(s)” has the meaning ascribed thereto under the Listing Rules +“CSRC” China Securities Regulatory Commission (ࡰ +ึ) +“Director(s)” the director(s) of our Company +“Dr. Li” Dr. Li Mengxiong ( ҽྫྷඪ), our co-founder, the chairman of the +Board, executive Director and chief executive officer +“Employee Incentive Schemes” the 2015 Employee Incentive Scheme and the 2026 Pre-IPO Share +Option Scheme +“ESOP Platforms” Shanghai Ruixinchuang and Shanghai Chuangyingrui +“Exchange Participant(s)” a person: (a) who, in accordance with the Listing Rules, may trade +on or through the Stock Exchange; and (b) whose name is entered +in a list, register or roll kept by the Stock Exchange as a person +who may trade on or through the Stock Exchange +“Extreme Conditions” extreme conditions caused by a super typhoon as announced by the +government of Hong Kong +“FINI” “Fast Interface for New Issuance”, an online platform operated by +HKSCC that is mandatory for admission to trading and, where +applicable, the collection and processing of specified information +on subscription in and settlement for all new listings +“Frost & Sullivan” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., an +independent market research and consulting company, our +independent industry consultant +“F&S report” an industry research report prepared by Frost & Sullivan and +commissioned by our Company +DEFINITIONS +–1 4– + + +--- page 24 --- +“Gainsil” Juxun Semiconductor Technology (Shanghai) Co., Ltd. (̒ኬ +Ҧ(ɪऎ)ʮ̡), our wholly-owned subsidiary +“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 Offering and the International Offering +“Gongqingcheng SENASIC” Gongqingcheng SENASIC Investment Partnership (Limited +Partnership) (۬ڡ +⑏ઠҳ༟ΥྫΆุ(Υྫ)), a limited +partnership established under the laws of the PRC in 2022, which +is controlled and managed by Dr. Li +“Group,” “our Group,” “we,” “us” +or “our” +our Company and its subsidiaries from time to time, or where the +context so requires, in respect of the period before our Company +became the holding company of our present subsidiaries, the +entities or the predecessors of the present subsidiaries (as the case +may be) which carried on the business of the present Group at the +relevant time +“Guide for New Listing +Applicants” +the Guide for New Listing Applicants issued by the Stock +Exchange, as amended, supplemented or otherwise modified from +time to time +“H Share(s)” ordinary Shares issued in the share capital of our Company with a +nominal value of RMB0.05 each, which will be subscribed for and +traded in HKD and listed on the Stock Exchange +“H Share Registrar” Tricor Investor Services Limited +“HK$,” “Hong Kong dollars” or +“HKD” +Hong Kong dollars, the lawful currency of Hong Kong +“HK eIPO White Form ” the application for Hong Kong Offer Shares to be issued in the +applicant’s own name, submitted online through the designated +website at www.hkeipo.hk +“HK eIPO White Form Service +Provider” +the HK eIPO White Form service provider designated by our +Company as specified on the designated website at +www.hkeipo.hk +“HKFRS” Hong Kong Financial Reporting Standards, as issued by the Hong +Kong Institute of Certified Public Accountants +“HKSCC” Hong Kong Securities Clearing Company Limited, a wholly-owned +subsidiary of Hong Kong Exchanges and Clearing Limited +“HKSCC EIPO” the electronic initial public offering services offered by HKSCC to +HKSCC Participants +DEFINITIONS +–1 5– + + +--- page 25 --- +“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary of the +HKSCC +“HKSCC Operational Procedures” the operational procedures of HKSCC, containing the practices, +procedures and administrative or other requirements relating to +HKSCC’s services and the operations and functions of CCASS, +FINI or any other platform, facility or system established, operated +and/or otherwise provided by or through HKSCC, as from time to +time in force +“HKSCC Participant” a participant admitted to participate in CCASS as a direct clearing +participant, a general clearing participant or a custodian participant +“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the People’s +Republic of China +“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 5,340,800 H Shares initially being offered for subscription in +the Hong Kong Public Offering (subject to reallocation as +described in the section headed “Structure of the Global Offering” +in this prospectus) +“Hong Kong Public Offering” the offer for subscription of the Hong Kong Offer Shares to the +public in Hong Kong, on the terms and subject to the conditions +described in this prospectus, as further described in the section +headed “Structure of the Global Offering” in this prospectus +“Hong Kong Stock Exchange” or +“Stock Exchange” +The Stock Exchange of Hong Kong Limited +“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering as listed in the +section headed “Underwriting—Hong Kong Underwriters” in this +prospectus +“Hong Kong Underwriting +Agreement” +the underwriting agreement dated June 8, 2026 relating to the Hong +Kong Public Offering and entered into by and among our +Company, the Joint Sponsors, the Joint Sponsor-OCs, the Single +Largest Group of Shareholders and the Hong Kong +Underwriters, as further described in the section +headed “Underwriting—Underwriting Arrangements and +Expenses—Hong Kong Public Offering” in this prospectus +“Independent Third Party(ies)” any entity or person who is not a connected person of our Company +within the meaning ascribed thereto under the Listing Rules +“International Offer Shares” the 48,066,200 H Shares being initially offered for subscription +and purchased at the Offer Price under the International Offering +together, where relevant, with any additional H Shares that may be +sold and transferred pursuant to any exercise of the Over-allotment +Option, subject to reallocation as described under the section +headed “Structure of the Global Offering” in this prospectus +DEFINITIONS +–1 6– + + +--- page 26 --- +“International Offering” the offer of the International Offer Shares at the Offer Price outside +the United States in offshore transactions in accordance with +Regulation S or any other available exemption from registration +under the U.S. Securities Act, as further described in the section +headed “Structure of the Global Offering” in this prospectus +“International Sanctions Legal +Advisor” +DLA Piper Singapore Pte. Ltd., the legal advisor of our Company +as to international sanction law +“International Underwriters” the underwriters of the International Offering +“International Underwriting +Agreement” +the international underwriting agreement relating to the +International Offering and expected to be entered into by, our +Company, the Joint Sponsors, the Joint Sponsor-OCs, the Single +Largest Group of Shareholders and the International Underwriters +on or around June 15, 2026, as further described in the section +headed “Underwriting—International Offering” in this prospectus +“Joint Bookrunners” the joint bookrunners as named in the section headed “Directors +and Parties Involved in the Global Offering” in this prospectus +“Joint Global Coordinators” the joint global coordinators as named in the section headed +“Directors and Parties Involved in the Global Offering” in this +prospectus +“Joint Lead Managers” the joint lead manages as named in the section headed “Directors +and Parties Involved in the Global Offering” in this prospectus +“Joint Sponsors” the joint sponsors of the listing of the H Shares on the Hong Kong +Stock Exchange as named in the section headed “Directors and +Parties Involved in the Global Offering” in this prospectus +“Joint Sponsor-OCs” the joint sponsors-OCs of the listing of the H Shares on the Hong +Kong Stock Exchange as named in the section headed “Directors +and Parties Involved in the Global Offering” in this prospectus +“Latest Practicable Date” June 1, 2026, being the latest practicable date for the purpose of +ascertaining certain information contained in this prospectus prior +to its publication +“Listing” the listing of the H Shares on the Main Board of the Hong Kong +Stock Exchange +“Listing Committee” the listing committee of the Hong Kong Stock Exchange +“Listing Date” the date, expected to be on or around June 17, 2026, from which +the H Shares are listed and dealings in the H Shares are permitted +to take place on the Hong Kong Stock Exchange +DEFINITIONS +–1 7– + + +--- page 27 --- +“Main Board” the stock market (excluding the option market) operated by the +Hong Kong Stock Exchange which is independent from and +operated in parallel with the GEM of the Hong Kong Stock +Exchange +“MIIT” Ministry of Industry and Information Technology of the PRC +“MOF” Ministry of Finance of the PRC (௅) +“MOFCOM” Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ௅) +“Mr. Li” Mr. Li Shuguang ( ҽᏣΈ), our co-founder and executive Director +“NDRC” the National Development and Reform Commission of the PRC ( ʕ +ึ) +“NPC” the National People’s Congress of the PRC ( ʕശɛ͏΍ձ਷Ό਷ +ɽึ) +“Offer Price” the offer price of HK$18.36 per Offer Share (exclusive of +brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC +transaction levy of 0.00015% and Hong Kong Stock Exchange +trading fee of 0.00565%) at which the Offer Shares are to be +subscribed for and issued pursuant to the Global Offering as +described in the section headed “Structure of the Global Offering” +in this prospectus +“Offer Shares” the Hong Kong Offer Shares and the International Offer Shares, +where relevant, with any additional H Shares to be issued by our +Company pursuant to the exercise of the Over-allotment Option +“Over-allotment Option” the option expected to be granted by us to the International +Underwriters exercisable by the Joint Sponsor-OCs (for +themselves and on behalf of the International Underwriters) under +the International Underwriting Agreement, to require our Company +to allot and issue up to an aggregate of 8,011,000 additional H +Shares at the Offer Price, to cover over-allocations in the +International Offering, if any, further details of which are +described in the section headed “Structure of the Global Offering” +in this prospectus +“Overall Coordinators” the overall coordinators as named in the section headed “Directors +and Parties Involved in the Global Offering” +“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ) +“PRC Legal Advisor” King & Wood (הthe legal advisor of our +Company as to PRC laws +“Pre-IPO Investment(s)” the existing Shareholder(s) who participated in our Pre-IPO +Investments, details of which are set out in “History, Development +and Corporate Structure” +DEFINITIONS +–1 8– + + +--- page 28 --- +“Pre-IPO Investor(s)” the existing Shareholder(s) who participated in our Pre-IPO +Investments, details of which are set out in the section headed +“History, Development and Corporate Structure” in this +prospectus. For the definition of each Pre-IPO Investor, see +“History, Development and Corporate Structure—Capitalization of +Our Company” for details +“Regulation S” Regulation S under the U.S. Securities Act +“Renminbi” or “RMB” Renminbi, the lawful currency of the PRC +“SAFE” the State Administration of Foreign Exchange of the PRC ( ʕശɛ +̮ි၍ଣ҅) +“SAMR” the State Administration for Market Regulation of the PRC ( ʕശ +̹ఙ္ຖ၍ଣᐼ҅) +“SA T” the State Administration of Taxation of the PRC ( ʕശɛ͏΍ձ਷ +೼ਕᐼ҅) +“Securities and Futures +Commission” or “SFC” +the Securities and Futures Commission of Hong Kong +“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of +Hong Kong), as amended, supplemented or otherwise modified +from time to time +“Shanghai Chuangyingrui” Shanghai Chuangyingrui Enterprise Management Partnership +(Limited Partnership) (ቚΆุ၍ଣΥྫΆุ(Υྫ)), +a limited partnership established under the laws of the PRC in 2021 +which is one of our ESOP Platforms and a member of our Single +Largest Group of Shareholders +“Shanghai Ruixinchuang” Shanghai Ruixinchuang Enterprise Management Partnership +(Limited Partnership) (௴Άุ၍ଣΥྫΆุ(Υྫ)), +a limited partnership established under the laws of the PRC in 2017 +which is one of our ESOP Platforms and a member of our Single +Largest Group of Shareholders +“Shanghai SENASIC” Shanghai SENASIC Electronics Technology Co., Ltd. ( ɪऎ +⑏ઠཥ +ʮ̡), a wholly-owned subsidiary of our Company +established on January 9, 2019 +“Share(s)” ordinary share(s) with nominal value RMB0.05 each upon the +completion of the Share Subdivision; before the completion of the +Share Subdivision, ordinary share(s) in the share capital of our +Company with a nominal value of RMB1.00 each +“Share Subdivision” the subdivision of each of our Share with nominal value of RMB1 +into 20 Shares with nominal value of RMB0.05 each +“Shareholder(s)” holder(s) of our Share(s) +DEFINITIONS +–1 9– + + +--- page 29 --- +“Single Largest Group of +Shareholders” +the single largest group of Shareholders which comprise Dr. Li, +Mr. Li, Shanghai Chuangyingrui, Shanghai Ruixinchuang, +Shanghai Y aojun Management Consulting Co., Ltd. ( ɪऎᓚᒺ၍ଣ +ʮ̡) and Gongqingcheng SENASIC +“Stabilizing Manager” China International Capital Corporation Hong Kong Securities +Limited +“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫) +“subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules +“substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules +“Takeovers Code” the Code on Takeovers and Mergers issued by the SFC, as +amended, supplemented or otherwise modified from time to time +“Track Record Period” the three financial years ended December 31, 2023, 2024 and 2025 +“Underwriters” the Hong Kong Underwriters and the International Underwriters +“Underwriting Agreements” the Hong Kong Underwriting Agreement and the International +Underwriting Agreement +“United States” or “U.S.” the United States of America, its territories, its possessions and all +areas subject to its jurisdiction +“Unlisted Share(s)” ordinary share(s) in the share capital of our Company with a +nominal value of RMB0.05 each, which is/are subscribed for and +paid up in Renminbi by domestic investors and not listed or traded +on any stock exchange +“U.S. dollars,” “US$” or “USD” United States dollars, the lawful currency of the United States +“U.S. Securities Act” the U.S. Securities Act of 1933, as amended, supplemented or +otherwise modified from time to time, and the rules and regulations +promulgated thereunder +“%” per cent +For ease of reference, the names of the PRC established companies or entities, laws or regulations +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. +Certain amounts and percentage figures included in this prospectus have been subject to rounding. +Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures +preceding them. Any discrepancies in any table or chart between the total shown and the sum of the +amounts listed are due to rounding. +DEFINITIONS +–2 0– + + +--- page 30 --- +This glossary contains certain technical terms used in this prospectus in connection with our +Company and our business. Such terms and their meanings may not correspond to standard industry +definitions or usage. +“ADAS” advanced driver assistance system, which is designed to assist +drivers in the operation and safety of vehicles, by utilizing various +sensors, cameras and software algorithms to provide additional +functionalities and enhance the driving experience +“ADC” analog-to-digital converter, an important component when it comes +to dealing with digital systems communicating with real-time +signals, used to convert conditioned analog signals into a stream of +digital data so that the data acquisition system can process them for +display, storage, and analysis +“AEC-Q” Automotive Electronic Council (“AEC”) qualification standard, +which is derived by AEC component technical committee for +electrical components and their qualification requirement +“AEC-Q100 Grade 1 standard” a failure mechanism based stress test qualification for packaged +integrated circuits used in automotive applications +“AFE” analog front end, a circuit block used to interface sensors with +digital processors by conditioning and converting analog signals +“AI” artificial intelligence, the ability of a machine or computer system +to perform tasks that typically require human intelligence +“ASIC” application-specific IC, a type of motor control chip that is +customized to the needs of a specific application +“ASIL” automotive safety integrity level, a risk classification system +defined by the ISO 26262 standard for the functional safety of road +vehicles +“automotive-grade” an automotive-grade chip refers to a chip that is specifically +designed, manufactured and qualified to meet the stringent +requirements and standards of the automotive industry (such as +AEC-Q100) Grade 1 standard, for which “automotive-grade” is +commonly used in the automotive industry, according to the F&S +report +“automotive OEM” original equipment manufacturer, which assembles and installs +automotive parts during the construction of a new vehicle, which +is a commonly used and recognized term in the automotive +industry, according to the F&S report +“BAS” battery aerosol sensor +“BLE” Bluetooth low energy, a wireless personal area network technology +designed for applications requiring low power consumption +GLOSSARY +–2 1– + + +--- page 31 --- +“BMS” battery monitoring system +“BPS” battery pressure sensor +“CAGR” compound annual growth rate +“EDA” electronic design automation, a category of software tools used for +designing electronic systems, particularly integrated circuits and +PCBs +“EMC” electromagnetic compatibility, the ability of electronic devices and +systems to function properly in their electromagnetic environment +without causing or experiencing interference +“EMI” electromagnetic interference, the disturbance generated by an +external source that affects an electrical circuit by electromagnetic +induction, electrostatic coupling, or conduction +“EV” electric vehicles +“eVTOL” electric vertical take-off and landing +“fabless” the development, design and sale of semiconductor chips while +outsourcing their wafer fabrication, packaging and testing services +to a specialized manufacturer called a semiconductor foundry +“IC” or “integrated circuit” integrated circuits, a set of electronic circuits on one small plate of +semiconductor material +“IEC” or “International +Electrotechnical Commission” +an organization for the preparation and publication of international +standards for all electrical, electronic and related technologies +“ISO” International Organization for Standardization, an international +non-governmental organization that develops and publishes +standards to ensure quality, safety and efficiency across various +industries +“ISO 26262” an international standard for automotive functional safety which +applies to electrical and electronic systems consisting of hardware +and software components +“key customers” customers whose revenue contribution to our Group exceeds +RMB1.0 million for a given fiscal year. Such numerical benchmark +is based on the operational experience and judgment of our +management, taking into account our historical financial and +operating data and customer revenue contribution profiles, which +we believe is representative of such customers that are important to +us given our current business scale our business operations and +financial performance. According to F&S, it is not uncommon for +companies in our industry to adopt such benchmark in defining key +customers +GLOSSARY +–2 2– + + +--- page 32 --- +“key customer retention rate” calculated by dividing the number of key customers from both +current and previous periods by the number of key customers from +the previous period, multiplied by 100% +“key distributors” distributors whose revenue contribution to our Group exceeds +RMB1.0 million for a given fiscal year. Such numerical benchmark +is based on the operational experience and judgment of our +management, taking into account our historical financial and +operating data and customer revenue contribution profiles, which +we believe is representative of such distributors that are important +to us given our current business scale our business operations and +financial performance. According to F&S, it is not uncommon for +companies in our industry to adopt such benchmark in defining key +distributors +“MCU” microcontroller unit, a chip that integrates a microprocessor core, +memory, and peripheral interfaces, which is typically used to +control the operation of embedded systems and is widely used in +electronic products +“MEMS” micro-electro-mechanical system, miniature devices that integrate +mechanical and electrical components +“net dollar retention rate of key +customers” +calculated by dividing the revenue of a current period from key +customers from both current and previous periods by the revenue +of the previous period of such customers, multiplied by 100% +“NEV” new energy vehicles +“PCB” printed circuit board, a board with electronic circuits connecting +various components +“PPM” parts per million, a metric used to measure the quality of a product +or system, indicating how many defects or failures are expected in +every one million products or components +“RF” or “radio frequency” a measurement of the oscillation rate of electromagnetic radiation +spectrum or electromagnetic radio waves +“R&D” research and development +“sensor” a device that measures or detects real-world conditions, such as +motion, heat or light, and converts the conditions into analog or +digital representations +“SMT” surface mounting technology, a method for producing electronic +circuits in which components are mounted directly onto the surface +of printed circuit boards +“SoC” or “system-on-chip” programmable integrated circuit(s) that integrates central +processing unit, memory interfaces, on-chip input/output devices, +input/output interfaces and secondary storage interfaces +GLOSSARY +–2 3– + + +--- page 33 --- +“tape-out” the final result of the design process for integrated circuits before +they are sent for manufacturing +“Tier 1 suppliers” a company that supplies parts or systems directly to automotive +OEMs. Other types of suppliers in the automotive industry include +Tier 2 and Tier 3 suppliers. Tier 2 suppliers supply to Tier 1 +suppliers. Tier 3 suppliers supply to Tier 2 suppliers. According to +the F&S report, the term “Tier 1 supplier” is commonly used and +recognized in the automotive industry +“TMAP sensors” temperature and manifold absolute pressure sensor, an integrated +electronic component in an internal combustion engine that +measures the absolute pressure inside the intake manifold and the +temperature of the intake air +“TPMS” tire pressure monitoring system +“USI” universal sensor interface +“USS” ultrasonic sensor system +“wafer” a thin slice of semiconductor, used for the fabrication of ICs and +other microelectronic devices +“wBMS” wireless battery monitoring system +“wireless spectrum mask +requirement” +a regulatory technical specification that defines the maximum +permitted power levels a transmitter can emit across different +frequencies +“µs” microsecond, equaling to one millionth of a second +GLOSSARY +–2 4– + + +--- page 34 --- +We have included in this prospectus forward-looking statements. Statements that are not +historical facts, including statements about our intentions, beliefs, expectations or predictions for +the future, are forward-looking statements. +This prospectus contains certain forward-looking statements and information relating to us and our +subsidiaries that are based on the beliefs of our management as well as assumptions made by and +information currently available to our management. When used in this prospectus, the words “aim,” +“anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “forecast,” “going forward,” “intend,” +“may,” “might,” “ought to,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “wish,” +“would” and the negative of these words and other similar expressions, as they relate to our Company or +our management, are intended to identify forward-looking statements. Such statements reflect the current +views of our Company’s management with respect to future events, operations, liquidity and capital +resources, some of which may not materialize or may change. These forward-looking statements are +subject to certain risks, uncertainties and assumptions, including the other risk factors as described in this +prospectus. Although we believe that our expectations expressed in these forward-looking statements are +reasonable, our expectations may later be found to be incorrect. Our actual results could be materially +different from our expectations. Important risks and factors that could cause our actual results to be +materially different from our expectations are generally set forth in “Risk Factors,” “Business,” “Financial +Information” and other sections in this prospectus. Y ou should read thoroughly this prospectus with the +understanding that our actual future results may be materially different from and worse than what we +expect. +Y ou are strongly cautioned that reliance on any forward-looking statements involves known and +unknown risks and uncertainties. The risks and uncertainties facing our Company that could affect the +accuracy of forward-looking statements include, but are not limited to, the following: + our business strategies, plans, objectives and goals and our ability to implement such strategies, +plans, objectives and goals; + our future business development, financial conditions and results of operations; + our ability to develop new products and bring them to market in a timely manner and make +enhancements to our existing products; + our ability to acquire new users/customers and enhance their loyalty; + changes to regulatory and operating conditions in the industry and markets in which we +operate; + the future developments and competitive environment in our industry; + our ability to stay in compliance with laws and regulations that currently apply or become +applicable to our business both in China and internationally; + our ability to maintain, protect, and enhance our intellectual property; + margins, overall market trends, risk management and exchange rates; + the actions and developments of our competitors; + capital market development; + other statements in this prospectus that are not historical fact; and + all other risks and uncertainties described in the section headed “Risk Factors” in this +prospectus. +FORW ARD-LOOKING STATEMENTS +–2 5– + + +--- page 35 --- +Since actual results or outcomes could differ materially from those expressed in any forward-looking +statements, we strongly caution investors against placing undue reliance on any such statements. Any +forward-looking statement speaks only as of the date on which such statement is made, and, except as +required by the Listing Rules, we undertake no responsibility to update any forward-looking statement or +statements to reflect events or circumstances after the date on which such statement is made or to reflect +the occurrence of any subsequent unanticipated event. Statements of or references to our intentions or +those of any of our Directors are made as of the date of this prospectus. Any such intentions may change +in light of future developments. +All forward-looking statements in this prospectus are expressly qualified by reference to this +cautionary statement. +FORW ARD-LOOKING STATEMENTS +–2 6– + + +--- page 36 --- +An investment in our H Shares may involve significant risks. Potential investors should read +and consider carefully all the information set out in this prospectus, and, in particular , should +evaluate the following risks and uncertainties before deciding to make any investment in our H +Shares. Any of the risks and uncertainties listed below could have a material adverse effect on our +business, results of operations, financial condition or on the trading price of our H Shares, and +could cause you to lose all or part of your investment. The risks and uncertainties identified below +are not the only ones we face. Additional risks and uncertainties not presently known to us or that +we currently deem immaterial may also affect our business and results of operations. +These factors are contingencies that may or may not occur , and we are not in a position to +express a view on the likelihood of any such contingency occurring. The information given is as of +the Latest Practicable Date unless otherwise stated, will not be updated after the date hereof, and +is subject to the cautionary statements in “Forward-looking Statements.” +We believe there are certain risks and uncertainties involved in our operations, some of which are +beyond our control. We have categorized these risks and uncertainties into (1) risks relating to our general +operations and industry, (2) risks relating to the research and development and intellectual property rights +of our products, (3) risks relating to our financial condition and need for additional capital, (4) risks +relating to conducting business in jurisdictions where we operate, and (5) risks relating to the Global +Offering. +Additional risks and uncertainties that are presently not known to us or not expressed or implied +below or that we currently deem immaterial could also harm our business, results of operations and +financial condition. Y ou should consider our business and prospects in light of the challenges we face, +including those discussed in this section. +RISKS RELATING TO OUR GENERAL OPERATIONS AND INDUSTRY +The industries that we operate in are characterized by constant changes. If we fail to stay abreast +of technology innovation and continuously advance our products to meet the expectations and needs +of our customers and downstream industries, our business, results of operations and financial +condition may be materially and adversely affected. +The industries that we operate in are characterized by constant changes, including rapid +technological evolution, constant emergence of new industry and regulatory standards and practices, +frequent introductions of new products and shifts in customer demands. Specifically, our products are +currently primarily used in automotive scenarios, and we are also expanding to energy storage and +industrial electronics scenarios. Technological advancement and new industry standards in these +downstream industries, including new mandatory requirements for automotive-grade chips, may affect the +requirements of our customers, and we must develop new products or refine our technologies to match the +different or additional requirements of these customers. As such, our success will depend, in part, on our +ability to respond to these changes in a cost-effective and timely manner. To remain competitive, we must +continue to stay abreast of the evolving industry trends and rapid technological development. +We have invested, and will continue to invest, significant resources to enhance our products and +technologies. Nevertheless, given the fast pace with which our industry has been and will continue to be +developed, as well as the rapid development of the downstream sectors that our customers operate in, we +may not be able to timely upgrade our products and technologies in an efficient and cost-effective manner, +or at all. Despite our constant innovations, our products and the underlying technologies may become +suboptimal, obsolete, inefficient, or otherwise unfavored by customers and market. We cannot assure you +that these initiatives will ultimately meet market expectations and needs. In addition, leading industry +players continually upgrade their product portfolios, and we may not be able to match their achievements +effectively. Any of the circumstances would render our existing technologies or products obsolete or +unattractive and result in customer dissatisfaction. As a result, our business, results of operations, financial +condition and prospects may be materially and adversely affected. +RISK FACTORS +–2 7– + + +--- page 37 --- +We have a limited operating history and commercialization record, which makes it difficult to +evaluate our business and prospects, and our historical growth may not be indicative of our future +performance. +We commenced operations in 2015, and we have a limited operating history compared to some of +our competitors. We have achieved rapid growth during the Track Record Period. Our revenue increased +from RMB223.5 million for 2023 to RMB347.5 million for 2024, and further to RMB477.9 million for +2025. However, despite our commercialization efforts in recent years, our operations since inception have +primarily focused on R&D activities. As a result of our limited operating history, and particularly in light +of the rapidly evolving nature of the wireless sensor SoC industry, it may be difficult to evaluate our +current business and reliably predict our future performance. Our historical results may not provide a +meaningful basis for evaluating our business, results of operations, financial condition and prospects, and +we may encounter unforeseen expenses, difficulties, complications, delays and other known or unknown +factors, and may not be able to achieve promising results in future periods. +In particular, we have a limited track record in the commercialization and sales and marketing of our +products. For instance, we began to recognize revenue from our TPMS SoCs from 2017 and BMS SoCs +from 2020. Our ability to successfully commercialize our future products may involve more inherent risks, +take longer and cost more than it would have if we were a company with a longer track record in +commercialization. In particular, the commercialization of new products requires critical efforts to +effectively demonstrate the benefits of our products over competitors and maintain and further +development key customers with robust and stable demand, including securing our access to their supply +chain. Due to our limited track record in the commercialization of our products, there can be no assurance +that the sales results of our products will meet our expectation and forecast or that third parties will +purchase and deploy our products, which, individually or collectively, would materially and adversely +affect the commercialization of our products. +We may not implement our growth strategies or manage our growth effectively. +The success of our business expansion depends on our ability to efficiently execute our growth plan. +We plan to continue our independent innovation and R&D, extend the downstream applications of our +products, expand our overseas markets and cultivate our talent team. See “Business—Our Growth +Strategies” and “Future Plans and Use of Proceeds.” However, expanding our business involves risks and +challenges. These business initiatives are new and evolving, some of which may prove unsuccessful. It +may also take a longer time than expected for us to develop the technologies and build market acceptance +of our products, and we may not have sufficient experience in executing these new business initiatives +effectively. We cannot assure you that any of these new business initiatives will achieve our expected +market acceptance and generate desired outcome. If our efforts fail to enhance our monetization abilities, +we may not be able to maintain or increase our revenues or recover any associated costs, and our business, +results of operations and financial condition may be materially and adversely affected. +To effectively manage our growth, we need to, among other things: + monitor and control our expenses and investments; + comply with different or additional laws, regulations and industry standards; + enhance our supply chain to support our growth; + retain and incentivize our key personnel and maintain our talent pool; and + strengthen our operational, financial and management internal controls and systems. +Furthermore, the growth of our business operations may be constrained by the development of our +addressable markets. The future market size of the wireless sensor SoCs industry and the demand for +relevant products may be difficult to anticipate since it depends on a number of variables, most of which +RISK FACTORS +–2 8– + + +--- page 38 --- +are beyond our control. For instance, we cannot assure you that favorable policies and standards for our +products will be promulgated or implemented in an effective and timely manner, if at all, and we cannot +predict the impact of such policies on downstream sectors and, as a result, on the industries that we operate +in and our performance. We cannot assure you that the size of our addressable markets and the demand +for our products will continue to grow as anticipated, if at all. If our products fail to achieve widespread +acceptance in any of the downstream sectors, or if customer demand for our products declines or alters due +to weakening economic conditions, technical challenges, shifts in regulations and standards, or the +emergence of alternative technologies or products, our business, results of operations and financial +condition will be materially and adversely affected. +If we fail to attract new customers and/or retain existing customers, our business, financial condition +and results of operations may be adversely affected. +Our customers primarily consist of direct sales customers, i.e., Tier 1 suppliers, as well as +distributors. We have actively maintained long-term cooperation with these customers through joint +innovations and development. In addition, we have been constantly expanding our customer base through +deeper penetration in the automotive market, as well as expansion to customers from adjacent markets. +However, we cannot guarantee that our existing customers will continue to procure or increase their +procurement from us, or that we can attract and secure orders from new customers. As such, if we fail to +attract new customers or retain existing customers, our business, results of operations and financial +condition may be adversely affected. +Our ability to retain existing customers, attract new customers, and ultimately anchor their demand +depends on a number of factors, some of which are beyond our control: + the perceived value and costs of our products by existing and new customers; + the availability, advantages, costs and overall competitiveness of similar products; + changes in the R&D planning and procurement strategies of the customers; and + shifts in technical and industry standards or regulatory requirements. +If we fail to compete against other market players, our business, results of operations and financial +condition may be materially and adversely affected. +The sensor SoC industry in which we operate is competitive. We compete with other companies that +focus on developing and commercializing sensor SoCs, in particular wireless sensor SoCs. Some of our +existing players have a longer operating history, more established global presence, more sophisticated +technological capabilities, more robust customer base, more financial and other corporate resources and +greater bargaining power than us. Such competitors may develop and launch more attractive products, +adapt to downstream demands or incorporate advanced technologies at a faster pace than us. As such, we +may not be able to respond as quickly and effectively to new opportunities, technologies, industry and +regulatory standards, customer demand or regulatory requirements as such competitors. In addition, in the +event that these competitors lower the prices of their products similar to ours, due to their ability to +achieve further cost savings, changes in market conditions or other reasons, we cannot assure you that we +can match their pricing strategies in a timely manner, if at all, which could render our products less +competitive in the market. +We also face competition from potential new entrants who may offer more competitive products than +ours. Such new entrants may increase industry competition and adversely impact the sales, price, and +profit margins of our products and our market share. Further, we may be required to make substantial +additional investments in R&D, marketing and sales, recruiting and retaining talents, and acquiring +technologies complementary to, or necessary for, our current and future products in order to respond to +such potential competitions, and we cannot assure you that such measures will be effective. +If we are unable to compete successfully, or if competing successfully requires us to take costly +actions in response to the actions of our competitors, our business, results of operations and financial +condition may be materially and adversely affected. +RISK FACTORS +–2 9– + + +--- page 39 --- +Our business and results of operations are affected by the macrocondition of semiconductor industry +and NEV industry. +Our business and result of operations are subject to the macrocondition of the semiconductor +industry at large and the sensor SoC industry in particular. According to the F&S report, the semiconductor +industry and NEV industry has historically experienced rapid fluctuations, including cyclical downturns +due to constant and rapid technological changes, short product life cycles and fluctuations in product +supply and demand. Downturns in the semiconductor industry are characterized by a sudden and +unforeseen decline in product demand, accelerated erosion of selling prices, lower capacity utilization +rates, higher inventory levels and lower inventory valuation. In addition, TPMS SoCs, BPS SoCs, and USI +SoCs are all subsets of the broader automotive sensor SoCs market and are applied in downstream +industries such as the NEV industry. Our business therefore, is also indirectly affected by the cyclicality +and macroconditions of these industries. In particular, any slowdown in the NEV industry, whether due to +changes in government subsidy policies, fluctuations in raw material prices, or weaker consumer demand, +may result in reduced demand for our products from NEV manufacturers. Such downstream downturns +could further amplify the impact of semiconductor industry cycles on our operations. Due to the above +factors beyond our control, we cannot assure you that our future performance will not be subject to such +impacts. In the event of material downturns in the semiconductor industry and NEV industry, we may not +be able to adjust our inventory level to the decline in demand and the price of our products may be +adversely affected. If we cannot anticipate market changes or adjust to unforeseen fluctuations, our +business, results of operations and financial condition may be adversely affected. +A substantial portion of our revenue has been derived from a small number of customers. The loss +of, or significant reduction in the purchases by, one or more of such customers could materially and +adversely affect our business, results of operations and financial condition. +We generated a substantial portion of our revenue from a relatively small number of major customers +during the Track Record Period. Revenue generated from our top five customers of each period during the +Track Record Period accounted for 35.6%, 52.1% and 52.3% of our total revenue for the same periods, +respectively, and revenue generated from our largest customer accounted for 9.2%, 25.2% and 31.9% of +our total revenue for the same periods, respectively. We cannot assure you that there will not be any +dispute between our major customers and us, or that we will be able to maintain business relationships +with them. In the event that the existing major customers cease to engage us, and we are unable to find +new customers with similar attributable revenue within a reasonable period of time or at all, our business, +results of operations, financial condition and prospects may be adversely affected. In addition, if any of +such customers default or delay on their payment or settlement of our trade and bill receivables, our +liquidity, results of operations and financial condition may be adversely affected. Our major customers +also have substantial bargaining power and may leverage such power when negotiating contractual +arrangements with us. They may seek advantageous pricing and other commercial terms and may require +us to develop additional features customized for them. This could place us at a disadvantage when dealing +with them and cause harm to our costs and profitability. +We partner with third-party wafer foundry and packaging and testing service providers. We are +exposed to supplier concentration risk due to our reliance on such major suppliers. +Under our fabless business model, our business operations depend on the continuous service of +certain suppliers, mainly including the suppliers of wafer foundries, chip packaging and testing services. +Purchases from our five largest suppliers in each period during the Track Record Period accounted for +52.6%, 64.5% and 59.6% of our total purchase amount in the same periods, respectively. Purchases from +our largest supplier in each period during the Track Record Period accounted for 13.8%, 21.9% and 18.0% +of our total purchase amount in the same periods, respectively. See “Business—Suppliers—Major +Suppliers.” +RISK FACTORS +–3 0– + + +--- page 40 --- +Our relationship with these major suppliers subjects us to the concentration and counterparty risk +from these suppliers. We cannot assure you that we will be able to maintain our relationships with our +major suppliers in the future. If the supply of wafers or chip packaging and testing services is disrupted +or delayed, we may fail to find replacements with similar supply capacity on comparable commercial +terms within a reasonable period of time, or at all. To the extent we are unable to manage these risks, our +ability to timely supply competitive products will be harmed, our costs will increase, and our business, +results of operations and financial condition will be adversely affected. Moreover, we cannot guarantee +that our major suppliers will not have a change of business scope or business model or will continue to +maintain their market position and reputation. Any material adverse change to the operation or financial +condition of our major suppliers may result in material adverse impact on their business with us. +Because of the complex proprietary nature of our products, if there was a disaster or other business +disruption at any of the facilities of our partnered wafer foundries and chip packaging and testing service +providers, procurement of and transition to new partners would take a significant period of time to +complete and would likely adversely affect our inventory, business, results of operations and financial +condition. Further, we are vulnerable to the risk that our partnered wafer foundries and packaging and +testing services providers may be unable to meet the demand for our products or cease operations +altogether. Moreover, any shortage in the raw materials used by our partnered wafer foundries and +packaging and testing services providers may result in shortage in their supply of our products and delay +in their packaging and testing process. Therefore, we are vulnerable to the risk that our partnered wafer +foundries and packaging and testing services providers may be unable to meet our demand. +We have limited control over the quality, availability and costs of our partnered wafer foundries and +packaging and testing service providers. We cannot assure you that the products manufactured by our +partnered wafer foundries or services provided by our partnered packaging and testing service providers +are safe and free of defects or can meet the relevant quality standards. Further, we are vulnerable to the +risk that our partnered wafer foundries and packaging and testing service providers may be unable to meet +the demand for our products or cease operations altogether. Any shortage in the raw materials used by our +partnered wafer foundries and packaging and testing service providers may result in shortage in their +supply of our products and delay in their packaging and testing process. +In the future, we may also establish module manufacturing capabilities through the procurement of +specialized production and testing equipment. Such equipment will be deployed at third-party suppliers’ +facilities for use in the production and testing of our products. See “Future Plan and Use of Proceeds” for +details. Deploying our production and testing equipment at third-party suppliers’ facilities may reduce our +direct control over such equipment and the relevant production and testing processes, and any operational +disruption, mishandling or inadequate maintenance at such facilities could adversely affect our product +quality, delivery timelines and costs. These arrangements may also expose us to legal and regulatory risks, +including disputes regarding access rights, liability allocation, insurance coverage and the protection of +our intellectual property and confidential information. Furthermore, we may be subject to counterparty +risk as we depend on such suppliers’ continued performance and cooperation, and any deterioration in +their financial condition or any suspension or termination of our arrangements could result in material +business interruption and additional relocation or remediation costs. +Our products may fail to meet new industry and regulatory standards or requirements and the +efforts to meet such industry standards or requirements could be costly. +Our products are based on industry and regulatory standards that are continually evolving and +usually more rigorous. For example, China promulgated the mandatory safety standard of the power +batteries for EVs in 2020 (i.e., Electric V ehicles Traction Battery Safety Requirements ( ཥਗӛԓ͜ਗɢ +Ӌ) (GB 38031-2020), requiring five-minute advance warnings before thermal runaway. In +2025, a more stringent mandatory requirement was promulgated for the power batteries for EVs in China, +which mandates that power batteries must not ignite or explode for at least two hours following a thermal +runaway event, and will be implemented from July 2026. The development of existing industry and +regulatory standards and emergence of new industry and regulatory standards could render our products +obsolete or incompatible. To identify and comply with these industry and regulatory standards, we may +RISK FACTORS +–3 1– + + +--- page 41 --- +need to redesign, upgrade or otherwise modify our products, which may be time-consuming and costly, the +outcomes of which may be uncertain. If we cannot successfully carry out such modifications, our products +may not be able to comply with new industry standards or compete with the products offered by our +competitors. In this circumstance, we could miss opportunities to achieve crucial design wins and lose +market share to our competitors, which in turn could have a material adverse effect on our business, +financial condition and results of operations. +We depend on the continued services and contributions of our founders, senior management and +other key employees, including senior R&D personnel and skilled engineers. +Our future performance depends on the continued services and contributions of our founders, senior +management and other key employees, to oversee and execute our business plans, identify and pursue new +opportunities and perform effective product design and R&D. We rely on our experienced senior +management team to oversee and conduct our business operations, including maintenance of our +relationships with key business partners, compliance with relevant laws and regulations and facilitation of +the commercialization and production of our products. Any loss of the service of or changes in the +positions of our key personnel could significantly delay or prevent us from achieving our strategic +business objectives, and adversely affect our business, results of operations and financial condition. Hiring +and integrating suitable replacements into our team also requires significant amount of time, training and +resources, and may impact our existing corporate culture. Our future success depends, to a significant +extent, on our ability to attract, train and retain qualified personnel, particularly skilled engineers. +However, we cannot assure you that we will be able to develop or retain qualified personnel that we will +need in order to achieve our strategic objectives. If we fail to respond in a timely manner to the loss of +service of or changes in the positions of our key personnel, our business, results of operations and financial +condition may be adversely affected. +Increases in costs of the materials and other components used in our products would adversely affect +our business, results of operations and financial condition. +Significant changes in the markets in which our suppliers purchase materials, components and +supplies for the production of our products may adversely affect our profitability. We recorded a gross loss +of RMB8.3 million for our intelligent tire sensing SoCs in 2023, primarily due to the higher materials costs +for wafers in 2023, resulting from the consumption of wafers purchased in 2022, which had relatively +higher prices due to the cyclical impact of the semiconductor supply chain. As a result of the global +semiconductor shortage and inflationary pressures, we have and may continue in the future experience +increases in the cost of our products. The profitability of our products may then fluctuate given different +market conditions. We determine our product pricing through negotiations with our customers. We +consider factors such as our costs, desired profit margin, pricing of similar products of competitors and +degree of market competition in formulating our pricing policies. However, given the competitive nature +and pressure of the market in which we operate, we may not be able to pass on the cost increase to our +customers by increasing the price of our products. Therefore, any significant increase in the cost of our +products may have an adverse impact on our gross margin, business, results of operations and financial +condition. +If we are unable to ensure the manufacturing or delivery of high quality products on schedule and +on an adequate scale to address our customer demand, our business and results of operations may +be materially and adversely affected. +As we operate under the fabless model, our business operations are concentrated on the design of +chips while outsourcing wafer fabrication to trusted third-party partners. Similar to other players that +operate under a fabless model, our ability to continually and timely arrange for the manufacturing and +delivery of high quality products meeting the market demand is critical to our business, financial +performance and prospects. +RISK FACTORS +–3 2– + + +--- page 42 --- +We may face difficulties meeting our delivery requirements to customers due to a variety of factors, +many of which are related to the supply chain or market demand that are generally beyond our control. +Failure to fulfill customers’ requirements and quality control problems that occur in the manufacturing +process of our suppliers could prevent us from meeting the stipulated delivery deadline. For example, a +decline in yield rates would adversely affect our third-party partners’ production efficiency and product +quality. If any of our third-party partners’ production facilities experiences interruptions, delays or +disruptions in supplying products, our ability to deliver products to customers would be impeded. Further, +if our third-party partners’ production facilities or suppliers experience any difficulties or shortages of raw +materials, or if our suppliers are otherwise unable or unwilling to continue to supply in required volumes +or at all, our supply may be disrupted, and we may be required to seek alternate sources of supply. The +process of seeking replacements would be highly time-consuming and costly and we cannot assure you +that we can locate new suppliers on reasonable or acceptable commercial terms, or at all. In addition, we +may also experience delays in shipments caused by our third-party logistic service providers. Moreover, +surges in market demand could arise from time to time, and we may not be able to arrange for +manufacturing and delivery capacity to efficiently address such demand. Any such issues could have a +material adverse effect on our ability to fulfill orders and consummate sales, damage our reputation and +brand, and affect our business, results of operations and financial condition. +We may not be able to fully maintain quality control over our products. +Product quality is critical to automotive-grade chips such as TPMS chips and BPS chips. The quality +of our products depends on the effectiveness of our quality control procedures, as well as those of our +suppliers. We have implemented rigorous quality control procedures in multiple steps throughout our R&D +process and the manufacturing process of our products. For details of our quality control efforts, see +“Business—Quality Control.” However, our quality control procedures may not be effective in preventing +and resolving deviations from our quality standards, and they may not be adequately implemented. Any +failure to execute our quality control procedures could increase our costs, render our products less +attractive to customers, adversely impact our market reputation and relationship with business partners and +even incur liabilities to us. +In addition, we depend on the quality control procedures of our suppliers. We cannot assure you that +the products manufactured by our partnered wafer foundries or services provided by our partnered +packaging and testing service providers are safe and free of defects or can meet the relevant quality +standards. In the event of any quality issues, we could be subject to complaints and product liability claims +and we may not be able to seek indemnification from our suppliers. If we are involved in legal proceedings +against our suppliers, such proceedings may be time-consuming and costly regardless of the outcome. Any +such issues may materially and adversely affect our business, results of operations and financial condition. +If we cannot maintain and enhance our brand, our business may be adversely affected. +We believe that maintaining and enhancing our brands is of significant importance to the success of +our business. We have gradually established a credible brand in the automotive-grade sensor chip markets +thanks to the performance and reputation of our products. As we have relatively short history and operate +in a competitive market, our ability to establish, develop and constantly enhance our brand is critical to +build our market position and contributes to our long-term success. While our brand name is built upon +the reputation and track record of our products, the successful promotion of our brand also depends on the +effectiveness of our marketing efforts and amount of word-of-mouth referrals we received from satisfied +customers. We may also incur extra expenses in promoting our brand. However, we cannot assure you that +these activities are and will be successful or that we can achieve the brand promotion effect we expect. +Our business may be adversely affected due to potential deterioration in relationships with our +distributors, risks relating to the acts of our distributors and their potential breach of +distributorship agreements or applicable laws and regulations. +Distributors are important to our business model. Our distributors are primarily responsible for +delivery to end customers and settlement with us. Our revenue from sales to distributors accounted for +50.8%, 53.2% and 47.7% of our total revenue for 2023, 2024 and 2025, respectively. We expect that +RISK FACTORS +–3 3– + + +--- page 43 --- +distributorship will remain an important component of our sales network. The effective management and +development of our distribution network depends on our ability to retain distributors that contribute +meaningful revenue on terms favorable to us, and expand our distributor base, especially for key +distributors. Any decrease in sales from, or loss of our distributors without a corresponding increase in +sales from other distributors due to the changes in the distributors’ business or for any other reasons would +adversely impact our business, results of operations, financial condition and cash flows. +While we have implemented measures to regulate our distributors, including through our +distributorship agreements with them, our control over distributors is limited, and we cannot assure you +that we can successfully manage our distributors. We may fail to detect incidents of misconduct or +non-compliance on the part of our distributors that violate the terms of our distributorship agreements or +applicable laws and regulations in a timely manner, or at all. Misconducts and violations may occur in the +form of unauthorized misrepresentation to our end customers, misappropriation of third-party rights and +bribery or other unlawful payments during the course of their distribution. Such incidents by any of our +distributors could tarnish our brand, disrupt our sales and damage our relationship with such distributors +and end customers. These and similar actions could also negatively affect our corporate and product +image, result in further loss of customers and decline in sales, or even incur liabilities and claims against +us. Moreover, if any of our distributors sell the same products in overlapping markets, this may result in +cannibalization or even competition among these distributors, which reduces the efficiency of such +distribution channels. +Failure to manage inventory level may strain our distributors’ financial resources and impair their +liquidity, which may lead to their reluctance or inability to purchase products from us. If they experience +decreased profitability or suffer losses as a result, they may quit our distribution network. If any of such +incidents occurs, the stability of our distribution network may be impaired, and our business, results of +operations and financial condition may be materially and adversely affected. +In addition, our distributors provide customer service to our end customers. We may not be able to +continuously monitor or control the quality of customer service provided by our distributors. If our +distributors fail to conform to our standards and protocols or provide satisfactory services on our products, +our reputation and business may be adversely affected. +Our products may contain defects, malfunction or underperform, and we may be subject to product +liability claims, which may incur costs and negatively affect our reputation and business operations. +Products within our industry, such as the BPS SoCs and TPMS SoCs that we develop, are complex +and may contain errors, defects, vulnerabilities or other issues that are difficult to detect and correct, +particularly when first introduced or when new versions or enhancements are released. In addition, many +of the products that we currently offer, such as BPS SoCs and TPMS SoCs, are critical to automotive safety +due to their functions in nature. Any defects, malfunctioning or underperformance concerning these +products could cause adverse consequences, including economic damages, accidents, injuries and even +fatal events. Responsibilities as to these incidents may extend to suppliers like us, which could involve us +in legal and other proceedings, subject us to significant liabilities, damages and penalties and harm our +business, reputation and results of operations. +Despite the verification and testing procedures in place, our products may contain errors, defects, +vulnerabilities or other issues which we are unable to successfully correct in a timely manner or at all. +Some errors or defects in our products may only be discovered after they have been tested, commercialized +and deployed in practice. Under these circumstances, we may incur additional remedial costs to recall, +repair or replace and additional development costs to redesign our products. Furthermore, because we are +subject to warranty and indemnification provisions based on certain of our agreements with our customers, +we may be subject to claims or threats of claims by our customers for their financial loss related to defects +in our products. Any such claims would be time-consuming and costly for us to defend and divert our +management attention, thereby adversely affecting our business, financial condition and results of +operations. These customers may terminate the business relationship with us altogether and as a result, our +results of operations and financial condition may be adversely affected. These disputes, proceedings and +deterioration of customer relationship may generate negative publicity concerning us and adversely impact +our business. +RISK FACTORS +–3 4– + + +--- page 44 --- +If we cannot price our products effectively, our business, results of operations and financial +condition may be adversely affected. +We may not be able to price our products effectively. We consider a number of factors in determining +the pricing of our products, including our costs, desired profit margin, pricing of similar products of +competitors and degree of market competition. Our pricing is, as a result, affected by the degree of market +competition, our relative bargaining power with relevant customers and our commercialization strategies. +We may not always be able to offer our existing and new products at the optimal prices, which may result +in them not being profitable or not gaining market share. As our competitors introduce new products that +compete with ours, we may be unable to attract new customers at the same price or based on the same +pricing models as we have used historically, or even cause us to lower our price to gain or maintain our +market share. We may also price certain products in a manner that reduces our profitability, in order to +attract certain customers. Moreover, as we launch new products from time to time, our ability to +effectively price new products is subject to uncertainties. If we cannot price our products effectively in +the long term, our business, results of operations and financial condition may be materially and adversely +affected. +We are subject to risks related to a relatively long cash conversion cycle. +We have a relatively long cash conversion cycle. Our cash conversion cycle, calculated as inventory +turnover days in each period plus the trade receivable turnover days in the respective period minus the +trade payables turnover days in the respective period, was 314 days, 217 days and 260 days in 2023, 2024 +and 2025, respectively, which was largely driven by our inventory turnover days at 293 days, 188 days and +208 days for the same periods, respectively. We had long inventory turnover days in 2023, primarily due +the lasting impact of our stock-up for the cyclical impact of the semiconductor supply chain, which had +a higher cost. As the impact gradually alleviated with the consumption of relevant inventories and +procurement of new inventories at normal price and normal production schedule, our inventory turnover +days decreased significantly to 188 days in 2024. Our relatively high inventory turnover days in 2025 was +primarily due to the seasonal impact of the increases in our semi-finished products and WIP , and, to a +lesser extent, raw materials and finished goods, as we prepared relevant stock for the second half of the +year. We tend to record a higher proportion of sales revenue, and, as a result, cost of sales, in the second +half of the year. +We have been and will continue to implement inventory management measures to enhance inventory +turnover and working capital status. For details, see “Liquidity and Capital Resources—Cash Flows.” +However, such measures may not always be effective or be implemented as we desire. If we cannot +manage our inventory balance efficiently or match the turnover of our trade receivables and trade payables +appropriately, we may have a longer cash conversion cycle. With respect to our inventory turnover, we +cannot assure you that we can timely and effectively sell our inventories or we will not stock up +inventories in case of supply chain disruptions, strategic considerations or other reasons, which could +increase our inventories and prolong our inventory turnover. A long cash conversion cycle could add +pressure to our working capital and, if we cannot fund our working capital needs with our cash reserves +or operating cash flows, we may have to obtain external financing to support our operations, which may +not always be adequate or timely, or come in acceptable terms, if at all. As a result of such prolonged cash +conversion cycle, our liquidity position, financial condition, and results of operations could be materially +and adversely affected. +We are subject to inventory obsolescence risk. +Our inventories were RMB128.2 million, RMB156.7 million and RMB234.9 million as of December +31, 2023, 2024 and 2025, respectively. Our inventory turnover days were 293 days, 188 days and 208 days +for 2023, 2024 and 2025, respectively. We may not be able to maintain proper inventory levels for our raw +materials, semi-finished products and work-in-progress (“WIP”) and finished products, especially as we +further expanded our business and increased our stock. We maintain our inventory levels based on our +internal forecasts of customer demand. If our forecast demand is higher than actual demand, we may be +exposed to increased inventory risks due to the accumulation of excess inventory. Excess inventory may +RISK FACTORS +–3 5– + + +--- page 45 --- +increase our inventory holding costs, risk of inventory obsolescence or write-offs. Conversely, if our +forecast demand is lower than actual demand, we may not be able to maintain an adequate inventory level +and may lose sales and market share to our competitors. Therefore, our business, results of operations and +financial condition may be materially and adversely affected. +Our business may be subject to seasonal fluctuations. +Our sales volumes correlate with the seasonal purchasing patterns in this market. We generally +recognize a higher portion of our revenue in the second half of each year, primarily due to the procurement +pattern of our customers in the automotive industry. The degree of seasonality could still vary from time +to time due to conditions in the industry, the demand of our customers and other factors over which we +have limited control. To the extent there are any significant seasonal fluctuations different from our prior +experience, we must arrange for relevant supplies and manufacturing capacity in an effective manner, to +ensure we can dynamically adjust our operations in accordance with the changes in market demand. +Our information technology and software systems may encounter malfunction, unexpected system +failure, interruption, insufficiency or security breaches, including cyber-attacks or other data +security incidents that result in security breaches of these systems. +We rely on our information technology and software systems to effectively manage various +customers’ and suppliers’ data, production and operation data and financial and human resources data. Any +significant failure in our information technology and software systems could result in transaction errors, +processing inefficiencies and loss of sales and customers, or lead to loss or leakage of confidential +information. We collect and store certain customer contact information necessary to our business +operations. The security of such information is of paramount importance. Any security breaches on +customer information may damage our customer relations and our reputation and may expose us to legal +liability. Furthermore, cybersecurity breaches may expose us to a risk of loss or misuse of confidential and +proprietary information. Such theft, loss or fraudulent use of information, or other unauthorized disclosure +of sensitive data could subject us to litigation, losses, liability, fines, or penalties, any of which could +materially and adversely affect our results of operations and reputation. +Our information technology and software systems may be subject to damage or interruption due to +unexpected emergency circumstances beyond our control, including power outages, computer and +telecommunication failures, malware, ransomware or other destructive software, manual or usage errors, +catastrophic events, fire, natural disasters and extreme weather conditions, systems failures, security +breaches, unauthorized access to our data information systems, hackings intended to cause malfunctions, +loss or corruption of data, software, hardware or other computer equipment, intentional or inadvertent +transmission of computer viruses and other similar events. Attacks, including those targeting IT systems, +could severely disrupt business operations and result in significant expense to repair or remediate system +damage. We could not guarantee attacks and security incidents would not happen in the future. +We have implemented various security measures and procedures to protect our IT systems, enhance +data security and monitor and mitigate relevant threats. See “Business—Data Security and Privacy.” As +data security threats are dynamic, evolving, and increasing in sophistication, magnitude, and frequency, +there can be no assurance that such procedures and measures will be successful or sufficient to prevent +security breaches from occurring. If any of these potential data security incidents and corresponding +regulatory action were to occur, they could adversely impact our results of operations due to high +additional costs, such as penalties, third-party claims, repairs, increased insurance expense, litigation, +remediation, security, and compliance costs. +We are subject to risks associated with sanctions and export controls laws and regulations, +international trade policies and actions, and developing domestic and foreign laws and regulations. +We operate within a global supply chain and our products were sold globally as part of various end +products. As such, we face risks associated with international trade regulations and geopolitical +developments. Our business activities are subject to the impact of various applicable sanctions and export +RISK FACTORS +–3 6– + + +--- page 46 --- +controls regulations. In recent years, complexities in international relations, such as the geopolitical +tensions between the United States and China, have presented new challenges. For example, in April 2025, +the U.S. government announced substantial new tariffs affecting a wide range of products and jurisdictions +and has indicated an intention to continue developing new trade policies. In response, certain other +governments announced or implemented retaliatory tariffs and other protectionist measures. In May 2025, +China and the U.S. made announcement on a joint statement to substantially move down the tariff levels. +These circumstances could reduce levels of international trade, investment, technological exchange and +other economic activities. They might also lead to changes in political and economic relations between +countries, sanctions, export controls, changes in economic and labor conditions, imposition of increased +duties, tariffs and taxes, political instability and other geopolitical issues. +In particular, the Export Administration Regulation (the “EAR”) regulates U.S. export control, and +the Bureau of Industry and Security (the “BIS”) of the Department of Commerce administers the EAR. For +details, see “Regulatory Overview—Laws and Regulations Relating to U.S. Export Control and +Sanctions.” In addition to the United States, Japan, the Netherlands and various other governments are also +imposing controls, licensing requirements and restrictions applicable to exports to China. These types of +restrictions could impact our ability to supply our products to customers of affected countries, territories +and entities and could restrict our ability to obtain components and technologies we incorporate in or use +to develop our products. +As we operate under the fabless model in China, avoiding all transactions with entities subject to +these restrictions, including the Entity List, or avoiding items subject to the EAR in our business +operations, is not commercially practicable. During the Track Record Period, we had transactions with +certain entity subject to U.S. restrictions, including one customer on the Entity List (“Entity List +Customer”). As of the Latest Practicable Date, all historical transactions with the Entity List Customer had +been completed, there were no outstanding payables or deliverables with the Entity List Customer, and we +had ceased all transactions with such Entity List customer. Our Directors confirm that we will not conduct +any business with the Entity List Customer in the future. We procured certain chips that are not U.S.-origin +but subject to the EAR. We also procured wafer fabrication services from one supplier on the Entity List +with footnote 5. For details of the relevant transactions, see “Business—Business Transactions with +Certain Entities.” If the contract manufacturers we engage use certain controlled technology, equipment, +or software, our products could still be subject to the EAR. As such, if our final products are subject to +the EAR, then the previous sales of the products to any customer on the Entity List after its designation +would constitute Primary Sanctionable Activities even though the transactions are later terminated. In +addition, U.S. enforcement authorities might respond with other export and trade restrictions. However, +for the foundries and OSA Ts for whom the final products were not sold to any sanctioned targets, even if +they have used any U.S.-controlled software or technology in the production of wafers which were then +sold to us and the wafers are subject to the EAR, as advised by our International Sanctions Legal Advisor, +the risk of violating the EAR for such use is remote as no sanctioned target was involved. Based on the +analysis of the International Sanction Legal Advisor, our Directors are of the view that the risks associated +with these transactions under relevant sanction and export control laws did not have a material adverse +effect on us. However, as these laws, regulations and rules are evolving, future sanctions and export +controls may significantly impact our business relationships with some of the key customers or suppliers. +If we fail to promptly secure alternative customers or sources of supply on acceptable terms, our business +may be materially and adversely affected. In addition, dealing with customers and suppliers on the Entity +List can also make us vulnerable under the EAR and Entity List designation, considering the Chinese +semiconductor industry is always an enforcement focus by the U.S. government. +As the U.S. continued to impede China’s advanced semiconductor industry, several leading EDA +software suppliers in the U.S. stated that they received notices from BIS to cease supplying EDA software +to China recently. We understand that these developments introduced uncertainties to global supply chains, +limited access to key software, and increased production and compliance costs for companies operating +in affected industries. If these trade restrictions or geopolitical tensions escalate, we may face additional +risks, including reduced access to key software, which could negatively impact our design capabilities. +RISK FACTORS +–3 7– + + +--- page 47 --- +We are exposed to risks associated with U.S. Executive Order 14105 and its implementing +regulations that prohibit and require notification by on U.S. persons for certain investments. +On October 28, 2024, the U.S. Department of the Treasury (the “Treasury”) issued a final rule, +codified in the United States Code of Federal Regulations at 31 C.F.R. part 850, to implement the +Executive Order 14105 of August 9, 2023 (the “Final Rule”), which became effective on January 2, 2025. +The Final Rule imposes investment prohibition and notification requirements on U.S. persons for a wide +range of investments in entities associated with China (including Hong Kong and Macau) that are engaged +in activities relating to three sectors: (1) semiconductors and microelectronics, (2) quantum information +technologies, and (3) artificial intelligence systems, collectively defined as “covered foreign persons.” +U.S. persons subject to the Final Rule are prohibited from making, or required to report, certain +investments in covered foreign persons, which are defined as “covered transactions,” and include certain +acquisitions of an equity interest, certain debt financing, joint ventures, and certain investments as a +limited partner in a non-U.S. person pooled investment fund. The Final Rule contains exceptions for +certain investments, including those in publicly traded securities, except when the U.S. person investor +secures rights that go beyond standard minority shareholder protections. The Final Rule may introduce +new hurdles and uncertainties for cross-border collaborations, investments, and funding opportunities of +China-based issuers including us. On February 21, 2025, U.S. President issued a memo entitled the +“America First Investment Policy” (the “America First Memo”), indicating that Executive Order 14105 is +under review and the Trump Administration will consider new or expanded restrictions, such as +broadening the sectors. The Comprehensive Outbound Investment National Security Act of 2025 (the +“COINS Act”), which was part of the FY 2025 National Defense Authorization Act, was signed by +President Trump and became law on December 18, 2025. The COINS Act requires the Treasury to issue +regulations revising the U.S. Outbound Investment Rule within 450 days. See “Regulatory +Overview—Laws and Regulations Relating to U.S. Executive Order 14105 and Its Implementing +Regulations That Prohibit and Require Notification by U.S. Persons for Certain Investments.” +As advised by our International Sanctions Legal Advisor, according to the U.S. Outbound Investment +Rule (the “OIR”): (1) our Group is a “covered foreign person” engaging in integrated circuits design, (2) +our Group is not engaged in the design of integrated circuits that meet or exceed the performance +parameters in ECCN 3A090.a, or integrated circuits designed for operation at or below 4.5 Kelvin, which +is under the definition of “prohibited transactions” under the “covered activities,” (3) our Group is +engaged in design integrated circuits that do not meet the parameters of stated in prohibited transaction, +which is one of the “covered activities” which is under the definition of “notifiable transactions” under +the “covered activities.” Therefore, the purchase of H Shares through the Global Offering is not a +prohibited transaction under the Final Rule, but U.S. persons would be required to notify the U.S. +Department of the Treasury on the participation of the Global Offering. +According to the Final Rule and latest FAQs published by the U.S. Department of the Treasury, U.S. +persons may acquire our publicly traded H shares securities after listing under the publicly traded +securities exception of the Final Rule as long as the investment does not afford rights beyond standard +minority shareholder protections, regardless of whether the covered transaction is a prohibited transaction +or notifiable transaction. The U.S. Treasury Department clarified in the most recent FAQs updated in +December 2025 that the publicly traded exception would apply to equity interests acquired pursuant to a +subscription or standby agreement entered into prior to listing if, at the time of the acquisition, the equity +interest is publicly traded. Therefore, subscription of the Offer Shares under the Global Offering by a U.S. +person shall fall within the publicly traded exception, as the Offer Shares will be publicly traded upon the +Listing. Our Directors are of the view that the OIR does not have a material adverse effect on our plan +for the Global Offering and the Listing. However, there is no assurance that the Treasury will take the same +view as ours. U.S. persons engaged in a “covered transaction” (as defined under the Final Rule) that +involves the acquisition of our equity interests (including the subscription of our H Shares in the Global +Offering) may need to make a notification to the Treasury pursuant to the Final Rule, which could limit +our ability to raise capital or contingent equity capital from U.S. investors. In addition, even though U.S. +persons’ investment of certain publicly traded securities (such as purchasing our H Share in the open +market) falls under an exception in the Final Rule, it could still limit our ability to raise capital or +contingent equity capital from U.S. investors given that the relevant laws, regulations and policies +RISK FACTORS +–3 8– + + +--- page 48 --- +continue to evolve. In addition, the application and implication of the Final Rule, the America First Memo +and any related policies, laws and regulations are complex, which may be changed and updated from time +to time. Future changes in the Final Rule, the America First Memo, COINS Act, and any related policies, +laws and regulations or their interpretations, or any similar or more expansive restrictions imposed by the +U.S. or other jurisdictions, may result in additional costs on our business and/or limit our ability to raise +capital or contingent equity capital from U.S. investors and other sources that may otherwise be beneficial +to us, which could adversely affect our performance, financial condition and prospects. +We may be involved in litigation, legal or contractual disputes, governmental investigations or +administrative proceedings, which may divert our management’s attention and adversely affect our +business, results of operations and financial condition. +We may be involved in litigation, legal or contractual disputes, governmental investigations or +administrative proceedings in the ordinary course of our business. These may concern issues relating to, +among others contract disputes relating to our daily business operations. Any such claim or proceeding +involving us, with or without merit, may be expensive, time-consuming and disruptive to our operations +and distracting to management. In addition, even if we ultimately succeed in such disputes or proceedings, +negative publicity may arise therefrom and materially and adversely affect our reputation and business. If +one or more legal or administrative matters were resolved against us, or certain injunctions are granted to +prevent us from using certain technologies in our products, our business, results of operations and +financial condition could be materially and adversely affected. Furthermore, unfavorable outcomes could +result in significant compensatory or punitive monetary damages, disgorgement of revenue or profits, +corporate remedial measures, injunctive relief or specific performance against us that could materially and +adversely affect our results of operations and financial condition. +Failure to pay social insurance premiums and housing provident funds on behalf of our employees +in accordance with applicable laws and regulations may subject us to penalties. +During the Track Record Period, we engaged third-party agencies to pay social insurance premiums +and housing provident funds for certain employees (the “Employee Third-Party Payment”), which was not +in strict compliance with applicable PRC laws and regulations. As of December 31, 2025, the third-party +agencies provided such funds for 22 of our employees. We implemented such arrangements primarily +because these employees were located in cities where we did not have any registered operating entities. +As advised by our PRC Legal Advisor, if the validity of such arrangements is challenged by competent +PRC authorities, we might be subject to additional contributions, late payment fees and/or penalties +required by relevant PRC laws and regulations for failing to discharge our obligations in relation to +payment of social insurance and housing provident funds as an employer or be ordered to rectify such +practice. If the relevant governmental authorities are of the view that such arrangement does not satisfy +the requirements under the relevant PRC laws and regulations in respect of housing provident funds, we +may be ordered to pay the outstanding balance to the relevant local authorities within a prescribed period +of time, failing which the relevant governmental authorities could apply to the People’s Court for +enforcement, and if we fail to complete housing provident fund registration before the prescribed +deadlines, we may be subject to a fine ranging from RMB10,000 to RMB50,000 for each non-compliant +subsidiary or branch. In respect of social insurance premium, we might be ordered to pay the outstanding +balance within a certain period of time and a late fee that equals 0.05% of the total outstanding balance +per day from the date of the failure to make payment, failing which we may be subject to a fine, ranging +from one to three times the total outstanding balance. Our PRC Legal Advisor is of the view that the +likelihood of us being subject to material penalties due to Employee Third-Party Payment during the Track +Record Period is low, on the basis that (1) according to the written confirmation by the competent +authority, we had not been subject any administrative penalties due to any breach of the applicable laws +and regulations in relation to social insurance and housing provident fund during the Track Record Period; +(2) we undertake that we will rectify or make outstanding payments within a prescribed period once +required by competent authorities; (3) the relevant employees have issued a confirmation letter confirming +that there are no disputes or potential disputes with the company and third-party payment agencies +regarding the payment of social insurance premiums and housing provident funds; and (4) we have not +received labor arbitration notices from any of employees in relation to Employee Third-Party Payment +RISK FACTORS +–3 9– + + +--- page 49 --- +during the Track Record Period and up to the Latest Practicable Date. However, we cannot assure you that +relevant competent government authorities will not take the view that such third-party agency +arrangements do not satisfy the requirements under the relevant PRC laws and regulations. We might also +be subject to labor disputes arising from such arrangements with the relevant employees. In the event that +the relevant governmental authorities do not recognize the amount of social insurance premium and +housing provident funds that we contributed through third-party agencies, it may be deemed a failure to +make full contributions, with the social insurance premium and housing provident funds paid by +third-party agencies on behalf of us during the Track Record Period amounting to RMB2.3 million, +RMB2.9 million and RMB2.6 million in 2023, 2024 and 2025, respectively. This in turn may adversely +affect our financial condition and results of operations. +On July 31, 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 Labor Dispute Cases (ᄲଣ +༆ᙑ(ɚ)) (the “Interpretation II”), which took effect from September 1, +2025. Pursuant to the Interpretation II, it is a statutory obligation on both the employers and employees +to participate in social insurance. Any arrangement not to participate in social insurance, either by +unilateral undertaking or mutual agreement, is invalid. Further, the Interpretation II specifies that if the +employee terminates their labor 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 +People’s Court of the PRC shall uphold the claim. As advised by our PRC Legal Advisor, the Interpretation +II will not have a material adverse impact on our business operation and financial position considering that +(1) our Company and our subsidiaries in the PRC have not made any arrangement with their employees +not to participate in statutory social insurance, either by unilateral undertakings or mutual agreements; (2) +during the Track Record Period and up to the Latest Practicable Date, there were no incidents with regard +to the termination of the labor contracts between us and our respective employees, which was initiated by +our employees, on the grounds that we had failed to make social insurance contributions; and (3) the +Interpretation II does not expand penalty exposure or repeal existing laws. However, there can be no +assurance that the relevant PRC authorities do not hold views different from ours. If the relevant PRC +authorities determine that we are not in compliance with the Interpretation II, our business, results of +operation, financial condition and prospects may be adversely affected. +Failure to protect our leasehold interests could adversely affect our business operations. +As of the Latest Practicable Date, the lease agreements were not filed by either us or the relevant +lessors for registration with respect to six of our leased properties in China. If these lessors are not the +legal owners or have not obtained the proper authorization from the legal owners of such premises, the +legal owners of such premises or third-party tenants that have leased from the legal owners will have +ground to challenge the validity of our leasehold interest in the affected premises. As advised by our PRC +Legal Advisor, the validity and enforceability of the lease agreements are not affected by the failure to +register or file the lease agreements with the relevant government authorities. According to the relevant +PRC regulations, we may be ordered by the relevant government authorities to register the relevant lease +agreements within a prescribed period, and we may be subject to a fine ranging from RMB1,000 to +RMB10,000 for each non-registered lease if we fail to comply. The maximum potential penalties +associated with the six unregistered leases mentioned above were RMB60,000. If any of our leases are +terminated or voided as a result of challenges from third parties or government agencies, we would need +to seek alternative premises and incur relocation costs. +Our overseas expansion may not be successful, and we are exposed to the risks associated with +overseas operations. +We have been exploring business opportunities in overseas regions. However, we have limited +experience in doing business in these markets and our products and business may not be well-accepted. +We cannot assure you that we can replicate our success or compete effectively in these markets. Moreover, +as our overseas expansion proceeds, we may have to adapt our business models to the local market due +to various legal requirements and market conditions and incur additional costs associated with such +operations. +RISK FACTORS +–4 0– + + +--- page 50 --- +Specifically, we are subject to risks typically associated with overseas operations including, but not +limited to, compliance with local laws and regulations, such as those related to trade practices and tariffs, +intellectual property, labor, anti-corruption, taxation, intra-group transactions and trade practices and data +practice. If any of our overseas operations, or our associates, agents or distributors, violate laws in the +relevant jurisdictions, we could become subject to sanctions or other penalties. We may also need to obtain +additional government approvals, licenses or other authorizations for doing business in overseas markets. +Changes in the political and economic environments in the markets where we operate and the imposition +of tariffs, duties or other protectionist measures may also have a material adverse impact on our overseas +operations. +Acquisitions, investments or strategic alliances may fail and materially and adversely affect our +reputation, business and results of operations. +We have made, and may continue to enter into acquisitions investments or alliances with various +third parties. These investments could subject us to a number of risks, including the availability of suitable +targets, valuation risk, the degree of synergy as we may be unable to realize the anticipated benefits, cost +savings or efficiencies, the success of integration, risks associated with sharing proprietary information, +non-performance by the counterparty, and an increase in relevant expenses, any of which may materially +and adversely affect our business, results of operations and financial condition. Our acquisition and +strategic investment activities may expose us to significant valuation risk, as we may be required to pay +consideration based on assumptions and forward-looking projections that may not materialize, and any +subsequent changes in market conditions, business performance or integration outcomes could result in the +acquired assets or equity interests being worth less than the consideration paid. We also cannot assure you +that the business and financial performance of our investees will always meet our expectations, or that +such investments will always be aligned with our business planning, and we may incur goodwill +impairment in the event that there is a decline in the expected benefits from our acquired business. For +instance, we recorded impairment losses of goodwill of RMB76.1 million in connection with the +acquisition of Gainsil in 2023. We may also have little ability to control or monitor the actions of relevant +third parties, including our investees and investment partners. To the extent such third parties suffer +negative publicity or harm to their reputation from events relating to their business, we may also suffer +negative publicity or harm to our reputation by virtue of our association with such third parties. +In addition, we may acquire additional assets, technologies or businesses that are complementary to +our existing businesses. Future acquisitions and the subsequent integration of new assets, technologies and +businesses into our own would require significant attention from our management and could result in a +diversion of resources from our existing businesses, which in turn could adversely affect our business. +Acquired assets, technologies or businesses may not generate the financial or operating results we expect. +In addition, acquisitions and investments may also involve significant capital outlays, the issuance of +equity securities that could dilute existing shareholders, or the assumption of debt, any of which could +adversely impact our financial position. Any failure to realize the anticipated benefits from investments +and acquisitions could materially and adversely affect our business, results of operations and financial +condition. +Our insurance coverage may not be sufficient to cover all losses or potential claims by our customers, +which would affect our business, results of operations and financial condition. +We currently have product liability insurance and transportation insurance that covers the delivery +of wafers. However, it may not be adequate to fully compensate for all kinds of losses we may suffer in +the future. In particular, we do not carry insurance in respect of certain risks that we believe are not insured +under customary industry practice in Chinese mainland, or which are uninsurable on commercially +acceptable terms, if at all, such as those caused by war, nuclear contamination, tsunami, pollution, acts of +terrorism and civil disorder. In addition, our insurers generally review our policies every year and we +cannot guarantee that our policies can be renewed on similar or other acceptable terms, or at all. +Furthermore, if we suffer unexpected severe losses or losses that far exceed the policy limits, it could +materially and adversely affect our business, results of operations and financial condition. +RISK FACTORS +–4 1– + + +--- page 51 --- +Any future occurrence of natural disasters, outbreaks of contagious diseases or other force majeure +events may materially and adversely affect our business, results of operations and financial +condition. +Our business is subject to general economic and social conditions. Uncertainties about global +economic conditions and other factors including fluctuation of interest rates, inflation level, +unemployment, labor and healthcare costs, access to credit, consumer confidence and other +macroeconomic factors may pose risks and materially and adversely affect demand for our products. In +addition, natural and man-made disasters and other force majeure events which are beyond our control +may adversely affect the economy, infrastructure and livelihood of the people there. For instance, +typhoons, sandstorms, snowstorms, fires and droughts, as well as the outbreak of a widespread health +epidemic such as COVID-19, SARS, Ebola or Zika could pose significant risks to the regions where we +or our business partners conduct business operations, including the research and development, +manufacturing and commercialization activities. The potential occurrence or recurrence of any of these +events could result in a slowdown of global economy or cause substantial disruptions to our operations, +which could materially and adversely affect our business, results of operations, financial condition and +prospects. Additionally, acts of war and terrorism may also damage the facilities of our business partners, +disrupt our sales channels and destroy our markets. The potential for war or terrorist attacks may also harm +or cause uncertainty to our business in ways that we cannot predict. +RISKS RELATING TO THE RESEARCH AND DEVELOPMENT AND INTELLECTUAL +PROPERTY RIGHTS OF OUR PRODUCTS +If we are unable to develop and introduce new products, our business, results of operations, financial +condition and competitive position would be materially and adversely affected. +Our business is R&D-driven. Continuous R&D enable sophisticated sensor SoC solutions that meet +emerging requirements for safety, functionality, integration, power efficiency and cost effectiveness, as +well as address ever-evolving demand and requirements from customers and downstream sectors. Our +business, results of operations, financial condition and competitive position depend on our ability to +develop and introduce new and enhanced products that incorporate the latest technological advancements. +We may encounter unexpected technical and production challenges or delays in completing the +development of new and enhanced products in a cost-efficient manner. Successful product development +and upgrades not only require us to invest significant resources in research and development and also +require that we: + design products with better functionality, cost savings or other benefits that differentiate from +those of our competitors; + quickly and cost-effectively adjust to evolving customer demands, market conditions and +industry trends; + rapidly and satisfactorily meet new industry and regulatory standards and requirements; and + continuously enhance our technology stack. +If we are unable to complete the development of new and enhanced products and/or technologies +without delay or at all, we may not be able to satisfy our customers’ demand or achieve broader market +acceptance of our products, and our business, results of operations, financial condition and competitive +position would be materially and adversely affected. +We have been investing, and intend to continue to invest, heavily in R&D, which may adversely +affect our profitability and operating cash flow and may not generate the results we expect to +achieve. +We have been investing, and expect to continue to invest, heavily in our R&D efforts. Our research +and development costs amounted to RMB95.9 million, RMB107.9 million and RMB101.5 million in 2023, +RISK FACTORS +–4 2– + + +--- page 52 --- +2024 and 2025, respectively. Our industry is subject to rapid technological changes and is quickly evolving +in terms of technological innovation. We need to invest significant resources, including financial +resources, in R&D to make technological advances in order to maintain the competitiveness of our +products or expand our product offerings. As a result, we expect to continue to incur significant research +and development costs in the future. +However, we cannot guarantee that our efforts will achieve the outcomes as we anticipate. The +outcomes of R&D activities are inherently uncertain. We may encounter practical difficulties in +commercializing our products incorporating our research and development outcomes. New technologies +could render our existing technologies and/or products or technologies and/or products we are developing +obsolete or unattractive, thereby rendering us unable to recover research and development costs, which +could materially and adversely affect our business, results of operations and financial condition. +Our R&D efforts may not translate into contribution to our results of operations for several years, +if at all, and even when they do, such contributions may not meet our expectations, and we may never +recover the costs of such efforts, which would materially and adversely affect our business, results of +operations, financial condition and competitive position. +We may not be able to obtain or maintain adequate intellectual property rights protection for our +products, or the scope of such intellectual property rights protection may not be sufficiently broad. +Our ability to protect our proprietary technologies and our products by obtaining, maintaining and +enforcing our intellectual property rights, including patent rights, is critical to our long-term +competitiveness. We have been protecting the proprietary technologies that we consider commercially +important by, among others, filing patent applications in China. As of December 31, 2025, we had 90 +granted patents, 33 utility model patents and one design patent. As of the same date, we had 61 +layout-design of integrated circuits, 26 software copyrights and 25 registered trademarks in China. See +“Business—Intellectual Property Rights.” The intellectual property application process may be expensive +and time-consuming, and we may not be able to file and prosecute all necessary or desirable intellectual +property applications at a reasonable cost or in a timely manner, if at all. In addition, we may however +fail to identify patentable aspects of our R&D outputs before it is too late to obtain patent protection. As +a result, we may not be able to prevent competitors from developing and commercializing competitive +products in all such fields. +Even if we have identified, filed and prosecuted our intellectual property applications, our +applications may not be granted or our intellectual property may be invalidated for multiple reasons, +including known or unknown prior deficiencies in the intellectual property application or the lack of +novelty of the underlying technology. Moreover, the patent position of sensor SoC providers like us may +be uncertain because it involves complex legal and factual considerations. As such, we cannot assure you +that we will be able to discern the scope of the intellectual property protection or obtain adequate +intellectual property protection with respect to our products. Governmental patent agencies also require +compliance with a number of procedural, documentary, fee payment, and other similar provisions during +the patent application process and over the lifetime of the patent. Non-compliance events can result in +abandonment or lapse of the relevant patent or patent application, leading to partial or complete loss of +patent rights in the relevant jurisdiction. +Even if our intellectual property applications are approved, they may not be approved in a form that +will provide us with meaningful protection from competition or with any competitive advantage. For +instance, our competitors may be able to circumvent our patents by developing similar or alternative +technologies or products in a non-infringing manner. The issuance of a patent is not conclusive as to its +inventor, scope, validity or enforceability, and our patents may be challenged in the courts or patent offices +in China and other jurisdictions. Further, although various extensions may be available, the life of a patent +and the protection it affords is limited. If we fail to extend the life of our patents, we may face competition +for any approved products even if we successfully obtain patent protection once the patent life has expired +for the product. +Any of the foregoing could materially and adversely affect our business, results of operations, +financial condition, competitive position and prospects. +RISK FACTORS +–4 3– + + +--- page 53 --- +We may become involved in lawsuits to protect or enforce our intellectual property rights and our +rights could be found invalid or unenforceable if being challenged in court or before any related +intellectual property agency in any jurisdiction. +Competitors may infringe our patent rights or misappropriate or otherwise violate our intellectual +property rights. To counter infringement or unauthorized use, litigation may be necessary in the future to +enforce or defend our intellectual property rights, to protect our trade secrets or to determine the validity +and scope of our own intellectual property rights or the proprietary rights of others. This can be expensive +and time-consuming. Any claims that we assert against perceived infringers could also provoke these +parties to assert counterclaims against us alleging that we infringe their intellectual property rights. Many +of our current and potential competitors have the ability to dedicate resources to enforce and/or defend +their intellectual property rights than we do. Accordingly, despite our efforts, we may not be able to +prevent third parties from infringing upon or misappropriating our intellectual property. An adverse result +in any litigation proceeding could put our patents, as well as any patents that may issue in the future from +our pending patent applications, at risk of being invalidated, held unenforceable or interpreted narrowly. +Furthermore, because of the substantial amount of discovery required in connection with intellectual +property litigation, some of our confidential information could be compromised by disclosure during this +type of litigation. Defendant counterclaims alleging invalidity or unenforceability are commonplace, and +can be asserted on numerous grounds. Third parties may also raise similar claims before administrative +bodies in China or abroad, even outside the context of litigation. Such proceedings could result in +revocation or amendment to our patents in such a way that they no longer cover and protect our products. +The outcome following legal assertions of invalidity and unenforceability is unpredictable. If a defendant +were to prevail on a legal assertion of invalidity and/or unenforceability, we would lose at least part, and +perhaps all, of the patent protection on our products. Such a loss of patent protection could materially and +adversely affect our business. +If third parties claim that we infringe upon their intellectual property rights, we may incur liabilities +and penalties and may have to redesign or suspend the sales of products involved. +The industries in which we operate are patent-intensive. Companies in these industries routinely seek +patent protection for their product designs. Some of our competitors have large patent portfolios with +broad rights and may claim that our expected commercial use of our products has infringed their patents. +Specifically, these competitors could allege that certain features of our products fall within the coverage +of their patents. They may initiate legal proceedings alleging that we are infringing, misappropriating or +otherwise violating their intellectual property rights in connection with the commercialization of our +products. +Whether a product infringes a patent involves an analysis of complex legal and factual issues and the +conclusion of such analysis is often uncertain. Although we intend to identify and avoid intellectual +property infringement activities, (1) we may hire employees who have previously worked for our +competitors and cannot assure that such employees will not use their previous employers’ proprietary +know-how, technology and other proprietary information in their work for us, which could result in +litigation against us; (2) in the case where our employees are obligated to assign any inventions created +during their work to us under assignment agreement, we may not obtain these agreements in all +circumstances and the assignment of intellectual property under such agreements may not be self- +executing; and (3) our competitors may also have filed for patent protection which is not as yet a matter +of public knowledge or claimed rights that have not been revealed through our searches of relevant public +records. Therefore, our efforts to identify and avoid infringing on third parties’ intellectual property rights +may not always be successful. Any claims of patent or other intellectual property infringement, regardless +of their merit, could be expensive and time-consuming. These claims and the relevant proceedings could +diverge management attention and result in substantial financial costs. If our competitors or employees +succeed in raising their claims, we may be required to suspend our sales efforts of the relevant products +in controversy, redesign, reengineer or rebrand such products, pay substantial damages to third parties, or +enter into royalty or licensing agreements which may not be available on terms favorable to us. +RISK FACTORS +–4 4– + + +--- page 54 --- +Obtaining and maintaining our patent protection depends on compliance with various procedural, +documentary, fee payment, and other requirements imposed by governmental patent agencies, and +our patent protection could be reduced or eliminated for noncompliance with these requirements. +Patent agencies require compliance with a number of procedural, documentary, fee payment, and +other similar provisions during the patent application process and over the lifetime of the patent. +Non-compliance events, including failure to respond to official actions within prescribed time limits, +non-payment of periodic maintenance fees, and failure to properly legalize and submit formal documents, +can result in abandonment or lapse of the patent or patent application, leading to partial or complete loss +of patent rights in the relevant jurisdiction. In any such event, our competitors might be able to enter the +market, which would materially and adversely affect our business. +We may be unable to protect the confidentiality of our trade secrets, and we may be subject to claims +that we, or our employees or our business partners have wrongfully used or disclosed trade secrets +allegedly owned by others. +In addition to our registered patents and patent applications, we rely on trade secrets, including +unpatented know-how, technology and other proprietary information, to protect our products and thus +maintain our competitive position. We protect these trade secrets, in part, by entering into non-disclosure +and confidentiality agreements, non-compete covenants or include such undertakings in the agreements +with parties that have access to them. We also enter into employment agreements with our employees that +include undertakings regarding assignment of inventions and discoveries. Nevertheless, we cannot assure +you that such agreements will be obtained in all circumstances or be duly enforced. Moreover, there can +be no guarantee that an employee or a third party will not make an unauthorized use or disclosure of our +proprietary confidential information. This might happen intentionally or inadvertently. It is possible that +a competitor will gain access to such information and make use of such information, and that our +competitive position will be compromised, despite any legal action we might take against such persons. +In addition, to the extent that our employees or business partners use intellectual property owned by others +in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. +Trade secrets are difficult to protect. Our employees or business partners might intentionally or +inadvertently disclose our trade secret information to competitors, or our trade secrets may otherwise be +misappropriated. Enforcing a claim that a third party illegally obtained and/or is using any of our trade +secrets is expensive and time-consuming, and the outcome is unpredictable. It is possible that technology +relevant to our business will be independently developed by a person that is not a party to such agreement. +Furthermore, if the employees who are parties to these agreements breach the terms of these agreements, +we may not have adequate remedies for any such breach, and we could lose our trade secrets and +inventions through such breaches. Any legal proceedings asserting our trade secrets could be time- +consuming and costly, and may not yield successful results. +RISKS RELATING TO OUR FINANCIAL CONDITION AND NEED FOR ADDITIONAL +CAPITAL +We have incurred significant net losses and had a net deficit position during the Track Record +Period, and may not be able to achieve or subsequently maintain profitability in the near future. +We have incurred net losses in the past. In 2023, 2024 and 2025, we incurred loss for the year of +RMB355.8 million, RMB351.3 million and RMB330.6 million, respectively. We may continue to incur net +losses in the short term, as we are in the stage of expanding our business and operations in the rapidly +growing wireless sensor SoCs industry and are continuously investing in R&D. We may not be able to +achieve or subsequently maintain profitability in the near future. Our loss position during the Track Record +Period was primarily due to the combination of several factors, including (1) our relatively small business +scale as a company with short operating history and limited commercialization, which led to lower +operating leverage; (2) the changes in the carrying amount of liabilities recognized for financial +instruments issued to investors; (3) for 2023, the impairment losses of in connection with the acquisition +of Gainsil; (4) in particular for 2023, the impact of certain high-cost wafer that we had procured in advance +RISK FACTORS +–4 5– + + +--- page 55 --- +in light of the cyclical impact of the semiconductor industry supply chain, which had lowered our profit +margin in 2023; and (5) the significant investments in our R&D efforts, including investment in our R&D +personnel and product development activities. Our costs and expenses may further increase as we continue +to invest in our R&D initiatives and enhance and expand our product portfolio, while we have not yet +achieved mass commercialization or economies of scale. +Our future profitability will depend on a variety of factors, including the degree of acceptance and +penetration of our products in downstream application scenarios, the breadth and depth of our customer +base and our relationship with customers and our cost structure and supply chain capabilities. Our revenue +may not grow at the rate we expect, if at all, and it may not increase sufficiently to offset the increase in +our costs and expenses. As a result, we may continue to incur losses in the future and we cannot assure +you that we will eventually achieve our intended profitability. In addition, we expect to incur substantial +costs and expenses as a result of being a public company. If we are unable to generate adequate revenues +and manage our expenses, we may continue to incur significant losses and may not be able to achieve or +subsequently maintain profitability. +We are at accumulated deficit position to date. We had total deficit of RMB1,479.0 million as of +December 31, 2025, primarily due to financial instruments issued to investors mainly representing our +Pre-IPO Investments. We expect such position to be significantly alleviated after the Listing, as our +financial instruments issued to investors are converted from liabilities to equity upon the Listing. Our net +deficit position exposes us to liquidity risk. Our future liquidity, payment of trade and other payables, +capital expenditure plans and repayment of outstanding debt obligations (if any) as and when they become +due will primarily depend on our ability to obtain adequate cash generated from operating activities and +adequate external financing. Deficit position may limit our working capital for the purpose of operations +or capital for our expansion plans and materially and adversely affect our business, results of operations +and financial condition. +We recorded net operating cash outflows historically and there can be no assurance that we will not +have net operating cash outflows in the future. +We recorded net cash used in operating activities of RMB61.2 million, RMB137.1 million and +RMB173.6 million in 2023, 2024 and 2025, respectively. See “Financial Information—Liquidity and +Capital Resources—Cash Flows.” We cannot assure you that we will be able to generate positive cash +flows from operating activities in the future. If we continue to record net operating cash outflows in the +future, our working capital may be constrained, which may adversely affect our financial condition. In +particular, similar to other fabless companies in China, the procurement of relevant supplies such as wafers +and our R&D activities could be capital-intensive. Our future liquidity primarily depends on our ability +to obtain adequate cash inflows from our operating activities and adequate external financing such as +offering and issuing securities, and/or other sources such as external debt, which may not be available on +terms favorable or commercially reasonable to us or at all. If we fail to obtain sufficient funding in a timely +manner and on reasonable terms, or at all, we will be in default of our payment obligations and may not +be able to expand our business. As a result, our business, results of operations and financial condition may +be adversely affected. +We may not be able to obtain additional capital when desired, on favorable terms or at all. +We require additional capital from time to time to execute our R&D and procurement plans, broaden +and enhance our offerings, grow our business, better serve our customers, and improve our operations. In +particular, companies operating under fabless model in the semiconductor sector typically have a relatively +long and uncertain design and development cycle before mass production and commercialization, which +makes the availability of upfront financing critical. Accordingly, we may need to sell additional equity or +debt securities or obtain a credit facility. Future issuances of equity or equity-linked securities could +significantly dilute our existing Shareholders. The incurrence of debt financing would result in increased +debt service obligations. It could also result in operating and financing covenants that would restrict our +operation or our ability to pay dividends to our Shareholders. +RISK FACTORS +–4 6– + + +--- page 56 --- +Our ability to obtain additional capital is subject to a variety of uncertainties, including our market +position and competitiveness, our potential for profitability, overall financial condition and results of +operations, the general market condition for capital-raising activities by companies in our industry, and the +economic, political and other conditions in China and globally. We may be unable to obtain additional +capital in a timely manner or on favorable 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 support our business growth could +be significantly impaired, and our business and prospects could be adversely affected. +We are subject to credit risk relating to trade receivables, and any significant default on our trade +receivables could materially and adversely affect our liquidity, financial condition and results of +operations. +We are exposed to credit risk relating to potential delays in payment and defaults of our customers. +We had a growing balance of our trade receivables during the Track Record Period, in part due to our +increased business scale. As of December 31, 2023, 2024 and 2025, our trade receivables (net of loss +allowance) amounted to RMB65.3 million, RMB79.6 million and RMB160.1 million, respectively, with an +allowance for credit losses of trade receivables amounting to RMB0.7 million, RMB0.8 million and +RMB1.6 million as of the same dates, respectively. Our trade receivable turnover days were 74 days, 77 +days and 92 days in 2023, 2024 and 2025, respectively. We may not be able to collect all such trade +receivables due to a variety of factors that are beyond our control, such as long payment cycles of certain +customers. If the relationship between us and any of our customers is terminated or deteriorated, or if any +of our customers experience financial difficulties in settling the trade receivables, our corresponding trade +receivables recoverability will be adversely affected. The increase in the amount of provisions made on +our trade receivables will be recorded as expenses on our results of operations. As such, if we are unable +to manage the credit risk associated with our trade receivables effectively, our results of operations may +be materially and adversely affected. Furthermore, substantial defaults or delays by our customers could +materially and adversely affect our cash flow and working capital conditions, and we may have to +terminate our relationships with such customers. +We have granted and may continue to grant share-based awards in the future, which may result in +increased share-based payment expenses or shareholder dilution. +We adopted 2015 Employee Incentive Scheme in December 2015 for the purpose of promoting the +rapid and sustainable growth of our Company and incentivizing outstanding employees. See “1. Further +Information about Our Company—F. Employee Incentive Schemes” in Appendix IV to this prospectus. We +recorded equity-settled share-based payment expenses of RMB3.8 million, RMB3.0 million and RMB2.2 +million in 2023, 2024 and 2025, respectively. We believe the granting of share-based payment is of +significant importance to our ability to attract and retain key personnel and employees, and we will +continue to grant share-based payment to employees in the future. For example, we have adopted the 2026 +Pre-IPO Share Option Scheme, the purpose of which is to further incentivize our Directors, senior +management and employees who have made continuous contribution to our Group’s development. +Issuance of additional Shares with respect to share-based payment may dilute the shareholding percentage +of our existing Shareholders. Our expenses associated with share-based payment may increase, which may +have an adverse effect on our results of operations. +Failure to obtain or maintain any of the preferential tax treatments and government grants could +affect our business, results of operations and financial condition. +We are subject to preferential income tax treatments during the Track Record Period. See “Financial +Information—Key Components of Our Consolidated Statements of Profit or Loss—Income Tax Expense.” +During the Track Record Period, we also received government grants, some of which are non-recurring in +nature or are subject to periodic review. In 2023, 2024 and 2025, the government grants we recognized +as other net income amounted to RMB5.0 million, RMB3.6 million and RMB4.6 million, respectively. +If we cease to be entitled to such preferential tax treatment or government grants, our income tax +expenses may increase, which could adversely affect our business, results of operations, financial +condition and prospects. As these government grants are provided typically on a one-off basis, there is no +RISK FACTORS +–4 7– + + +--- page 57 --- +guarantee that we will continue receiving or benefiting from them in the future. In addition, we may not +be able to successfully or timely obtain the preferential tax treatment or government grants that may +become available to us in the future, and such failure could adversely affect our business, results of +operations and financial condition. +RISKS RELATING TO CONDUCTING BUSINESS IN JURISDICTIONS WHERE WE OPERATE +Changes in the economic, political or social conditions, laws, regulations or government policies in +the jurisdictions where we operate could have a material adverse effect on our business and +operations. +During the Track Record Period, substantially all of our revenue was derived from our businesses in +China. Accordingly, our business, results of operations, financial condition and prospects are, to a material +extent, subject to economic, political and legal developments in China. In particular, factors such as +corporate and government spending, business investment, level of economic development, and resource +allocation could affect the growth of our business. +The PRC economy has experienced significant growth over the past decades since the +implementation of China’s reform and opening-up policy. In recent years, the PRC government has +implemented measures emphasizing the utilization of market forces in economic reform and the +establishment of sound corporate governance practices in business enterprises. These economic reform +measures may be adaptively adjusted from industry to industry or across different regions of the country. +If the business environment in China changes, our business in China may also be affected. +We may be subject to the approval, filing or other requirements of the CSRC or other PRC +governmental authorities in connection with future capital raising activities, and, if required, we +cannot predict whether we will be able to obtain such approval or complete such filing. +On July 6, 2021, the General Office of the State Council, together with another regulatory authority, +jointly promulgated the Opinions on Lawfully and Severely Combating Illegal Securities Activities (׵ +จԈ) which calls for, among others, enhanced administration and +supervision of overseas-listed China-based companies, proposes to revise the relevant regulation +governing the overseas issuance and listing of shares by such companies, and clarifies the responsibilities +of competent domestic industry regulators and government authorities. +On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities +Offering and Listing by Domestic Companies (جand five +supporting guidelines (together, “Overseas Listing Trial Measures”), which came into effect on March 31, +2023. Pursuant to the Overseas Listing Trial Measures, further follow-up offerings after overseas listings +also require a filing within three business days after the completion of the offering, and the listed +companies will need to report to the CSRC upon the occurrence and public disclosure of certain significant +matters such as a change in control, penalty received from overseas securities regulators or relevant +regulators, a switch of listing status and a termination of listing. See “Regulatory Overview—Regulations +Relating to Overseas Securities Offering and Listing.” +On February 24, 2023, the CSRC, the MOF, the National Administration of State Secrets Protection, +and the National Archives Administration of China published the revised Provisions on Strengthening the +Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic +Companies (֛the “Archives +Rules”), which came into effect on March 31, 2023. The Archives Rules require that, in relation to the +overseas securities offering and listing activities of domestic companies, either in direct or indirect form, +such domestic companies, as well as securities companies and securities service institutions providing +relevant securities services, are required to strictly comply with relevant requirements on confidentiality +and archives management, establish a sound confidentiality and archives system, and take necessary +measures to implement their confidentiality and archives management responsibilities. According to the +Archives Rules, during an overseas offering and listing, if a domestic company needs to provide or +RISK FACTORS +–4 8– + + +--- page 58 --- +publicly disclose to securities companies, securities service providers and overseas regulators, any +materials that contain relevant state secrets or that have an adverse impact on the national security or +public interests, the domestic company should complete the relevant approval/filing and other regulatory +procedures. +Given that the Overseas Listing Trial Measures and the Archives Rules were recently promulgated, +their interpretation, application, and enforcement are still evolving and subject to change. The CSRC or +other PRC regulatory authorities may also take actions requiring us, or making it advisable for us, to halt +future capital raising activities before settlement and delivery of the H Shares offered hereby. +Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement +and delivery, you do so at the risk that settlement and delivery may not occur. In addition, if the CSRC +or other regulatory authorities later promulgate new rules or explanations requiring that we obtain their +approvals or accomplish the required filing or other regulatory procedures in addition to those prescribed +under the Overseas Listing Trial Measures for future capital raising activities, we may be unable to obtain +a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. +Such procedures for obtaining the waiver remain unclear. Any uncertainties or negative publicity +regarding such approval, filing or other requirements could materially and adversely affect our business, +prospects, financial condition, reputation, and trading price of the H Shares. +Governmental supervision of currency conversion, and restrictions on the remittance of Renminbi +into and out of China, may limit our ability to pay dividends and other obligations, and adversely +affect the value of your investment. +The PRC government imposes laws and regulations on the convertibility of Renminbi into foreign +currencies. Substantially all of our transactions are denominated in Renminbi. We may convert a portion +of our revenue into other currencies to meet our foreign currency obligations, such as payments to certain +suppliers, if any. Shortages in the availability of foreign currency may restrict our ability to remit +sufficient foreign currency, or otherwise satisfy our foreign currency denominated obligations. Under the +existing PRC foreign exchange regulations, payments of current account items, including profit +distributions, interest payments and trade and service-related foreign exchange transactions, can be made +in foreign currencies without prior SAFE approval by complying with certain procedural requirements. +However, approval from or registration with competent government authorities is required where +Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses, such +as direct investments, repayment of loans denominated in foreign currencies, repatriation of investments +and investments in securities outside of China. Failure to obtain approval from or complete registration +with competent government authorities related to overseas direct investments may result in cessation of +the implementation of relevant projects, restrictions on the remittance of Renminbi into or out of China, +or even legal of administrative liabilities. If the foreign exchange regulatory policies prevent us from +obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay +dividends in foreign currencies to our Shareholders. +The PRC government policy on foreign investment in the PRC may adversely affect our business and +results of operations. +The investment activities of foreign investors in the PRC are subject to certain regulations regarding +the industry participated and imposed to additional verification procedures by certain authorities. The +Special Management Measures (Negative List) for the Access of Foreign Investment (2024 Revision) ( ̮ +݄(૶ఊ) (2024وthe “Negative List”) issued by the NDRC and +MOFCOM on September 6, 2024, effective on November 1, 2024, which sets out in a unified manner the +restrictive measures for the access of foreign investments such as the requirements for equity and senior +management, and the industries that are prohibited for foreign investment. The Negative List covers 11 +industries, and any field not covered by the Negative List shall be administered under the principle of +equal treatment to domestic and foreign investment. As of the Latest Practicable Date, our main business +in China had not fallen within the Negative List. However, certain industries are specifically prohibited +for foreign investment, which may restrict us from entering into these industries afterwards. Also, as the +Negative List could be updated in the future, we cannot assure you that the PRC government will not +RISK FACTORS +–4 9– + + +--- page 59 --- +change its policies in a manner that would render part of our business in China within the Negative List. +If we cannot obtain approval from relevant approval authorities to engage in a business in China that +becomes prohibited or restricted for foreign investors, we may be forced to sell or restructure our business +which has become restricted or prohibited for foreign investment. If we are forced to adjust our corporate +structure or business line as a result of changes in government policy on foreign investment, our business, +results of operations and financial condition may be adversely affected. +Our operations are subject to and may be affected by changes in PRC tax laws and regulations. +We are subject to periodic examinations on fulfillment of our tax obligation under the PRC tax laws +and regulations by PRC tax authorities. Although we believe that in the past, we have established effective +internal control measures in relation to accounting regularities, we cannot assure you that future +examinations by PRC tax authorities would not result in fines, other penalties or action that could +adversely affect our reputation, business, results of operations and financial condition. Furthermore, the +PRC government from time to time adjusts or changes its tax laws and regulations. Further adjustments +or changes to PRC tax laws and regulations, may also have an adverse effect on our business, results of +operations and financial condition. +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 obligations with respect to the dividends paid to them by us and the +gains realized upon the sale or other disposition of H Shares. +Non-PRC resident individuals are required to pay PRC individual income tax at a 20% rate for the +income derived in China under the Individual Income Tax Law of the PRC (੻೼ +جthe “IIT Law”) and its implementation guidelines. Accordingly, we are required to withhold such tax +from dividend payments, unless applicable tax treaties between China and the jurisdiction in which the +foreign individual resides reduce or provide an exemption for the relevant tax obligations. However, +pursuant to the Circular on Certain Policy Questions Concerning Individual Income Tax issued by the +MOF and the SA T (ٝCai Shui Zi [1994] No. +020) on May 13, 1994, the income gained by individual foreigners from dividends and bonuses of +enterprise with foreign investment are exempted from individual income tax for the time being. In +addition, under the IIT Law and its implementation regulations, non-PRC resident individual holders of +H shares are subject to individual income tax at a rate of 20% on gains realized upon the sale or other +disposition of H shares. However, pursuant to Circular of Declaring that Individual Income Tax Continues +to be Exempted over Income of Individuals from the Transfer of Shares (੻ᘱᚃᅲе +ٝCai Shui Zi [1998] No. 61) issued by the MOF and the SA T on March 30, 1998, +from January 1, 1997, the income of individuals from the transfer of the shares of listed enterprises +continues to be exempted from individual income tax. +As of the Latest Practicable Date, no aforesaid provisions had expressly provided that individual +income tax shall be levied non-PRC resident individual holders on the transfer of shares in PRC resident +enterprises listed on overseas stock exchanges, and to our knowledge, no such individual income tax was +levied by PRC tax authorities in practice. However, the PRC tax authorities may change these practices, +which could result in levying income tax on non-PRC resident individual holders on gains from the sale +of H shares. +For non-PRC resident enterprises that do not have establishments or premises in China, and for those +have establishments or premises in China but whose income is not related to such establishments or +premises, under the Enterprise Income Tax Law and its implementation regulations, dividends paid by us +and gains realized by such foreign enterprises upon the sale or other disposition of H Shares are subject +to PRC enterprise income tax at a rate of 10%. In accordance with the Circular on Issues Relating to +Withholding of Enterprise Income Tax by PRC Resident Enterprises on Dividends Paid to Overseas +Non-PRC Resident Enterprise Shareholders of H Shares (͏ΆุΣྤ̮Hݼ؇ٰ +ٝGuo Shui Han [2008] No. 897) issued by the SA T on +RISK FACTORS +–5 0– + + +--- page 60 --- +November 6, 2008, the withholding tax rate for dividends payable to non-PRC resident enterprise holders +of H Shares will be 10% and we intend to withhold tax at a rate of 10% from dividends paid to non-PRC +resident enterprise holders of our H Shares (including HKSCC Nominees). Non-PRC resident enterprises +that are entitled to be taxed at a reduced rate under an applicable income tax treaty or arrangement will +be required to apply to the PRC tax authorities for a refund of any amount withheld in excess of the +applicable treaty rate, and payment of such refund will be subject to the PRC tax authorities’ approval. For +details, see “Regulatory Overview—Regulations on Taxation.” +Despite the arrangements mentioned above, the interpretation and application of applicable PRC tax +laws and regulations by the competent tax authorities are subject to changes and are still evolving, which +may adversely affect the value of your investment in our H Shares. +Y ou may have limited resources in effecting service of legal process or enforcing foreign judgments +against us, and our Directors and management. +We are a company incorporated under the PRC laws, and the vast majority of our assets and +subsidiaries are currently located in China. Substantially all of our Directors and senior management +reside within China. The assets of these Directors and senior management also may be located within +China. As a result, it may be difficult or impossible for you to effect service of process upon us or these +individuals, or to bring an action against us or against these individuals in the event that you believe your +rights have been infringed under the applicable securities laws or otherwise. +On January 14, 2019, the Supreme People’s Court of the PRC and the government of Hong Kong +Special Administrative Region signed the Arrangement on Reciprocal Recognition and Enforcement of +Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special +Administrative Region (τર) (the +“2019 Arrangement”), which took effect on January 29, 2024. The 2019 Arrangement seeks to establish +a mechanism with greater clarity and certainty for recognition and enforcement of judgments in a wider +range of civil and commercial matters between Chinese mainland and Hong Kong, based on criteria other +than a written bilateral choice of court agreement. Under the 2019 Arrangement, any party concerned may +apply to the relevant PRC or Hong Kong court for recognition and enforcement of the effective judgments +in civil and commercial cases, subject to the conditions set forth in the 2019 Arrangement. Although the +2019 Arrangement has been signed, the outcome and effectiveness of any action brought under the 2019 +Arrangement will be subject to the PRC courts further adjudication in accordance with PRC laws, +including the PRC civil procedure law. +There is no assurance whether and when we will pay dividends, which is subject to restrictions under +PRC law. +Under PRC laws, dividends may be paid only out of distributable profits. Distributable profits are +defined as our profits after taxes as determined under applicable accounting standards less any recovery +of accumulated losses and appropriations to statutory and other reserves that we are required to make. As +a result, we may not have sufficient, if any, distributable profits to enable our Company to make dividend +distributions to its shareholders in the future, including periods for which our Company’s financial +statements indicate that our operations have been profitable. Any distributable profits not distributed in a +given year are retained and available for distribution in subsequent years. +Moreover, because the calculation of distributable profits under PRC GAAP is different from the +calculation under the HKFRS in certain respects, our Company may not have distributable profits as +determined under PRC GAAP , even if it has profits for that year as determined under the HKFRS, or vice +versa. Accordingly, we may not receive sufficient distributions from our PRC subsidiaries. Restrictions on +dividend payment could have a negative impact on our ability to make dividend distributions to our +Shareholders in the future, including those periods in which our financial statements indicate that our +operations have been profitable. +RISK FACTORS +–5 1– + + +--- page 61 --- +RISKS RELATING TO THE GLOBAL OFFERING +The price and trading volume of our H Shares may be volatile, and an active trading market for our +H Shares may not develop or be sustained, which could lead to substantial losses to investors. +Prior to the completion of the Global Offering, there has been no public market for our H Shares. +We cannot assure you that an active trading market for our H Shares with adequate liquidity will develop +or be sustained following the completion of the Global Offering. The Offer Price is the result of +negotiations between our Company and the Joint Sponsors (for itself and on behalf of the Underwriters), +which may not be indicative of the price at which our H Shares will be traded following the completion +of the Global Offering. 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 the +securities in Hong Kong and elsewhere in the world. The market price of our H Shares may drop below +the initial Offering Price at any time following the Global Offering. 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, investments, expenditures, regulatory +developments, relationships with our customers and suppliers, movements 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 China have experienced price volatility in the past, and it is possible +that our H Shares may be subject to changes in price not directly related to our performance. +We have applied to the Stock Exchange for the listing of, and permission to deal in, the H Shares +(including any H Shares which may be issued pursuant to the exercise of the Over-allotment Option and +the Shares to be issued pursuant to the 2026 Pre-IPO Share Option Scheme). A listing on the Stock +Exchange, however, does not guarantee that an active and liquid trading market for the H Shares will +develop, or if it does develop, that it will be sustained following the Global Offering, or that the market +price of the H Shares will not decline following the 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 could be materially and adversely affected. +Future sales or perceived sales of substantial amounts of our H Shares in the public market could +have a material adverse effect on the price of our H Shares and our ability to raise additional capital +in the future. +The market price of our H Shares could decline as a result of future sales of a substantial number +of our H Shares or other securities relating to our H Shares in the public market, or the issuance of new +shares or other securities, or the perception that such sales or issuances may occur. Future sales, or +anticipated sales, of substantial amounts of our securities, including any future offerings, could also +materially and adversely affect our ability to raise capital at a specific time and on terms favorable to us. +In addition, our Shareholders may experience dilution in their holdings if we issue more securities in the +future. New shares or shares-linked securities issued by us may also confer rights and privileges that take +priority over those conferred by the H Shares. +While investors subscribing shares in the Global Offering are not subject to any restrictions on the +disposal of the H Shares they subscribed (except as disclosed in “Information about this Prospectus and +the Global Offering—Restrictions on Offer and Sale of Shares”), they may have existing arrangements or +agreements to dispose part or all of the H Shares they hold immediately or within certain period upon +completion of the Global Offering for legal and regulatory, business and market, or other reasons. Such +disposal may occur within a short period or any time or period after the Listing Date. +Any sale of the H Shares subscribed by such investors pursuant to such arrangement or agreement +could adversely affect the market price of our H Shares and any sizeable sale could have a material and +adverse effect on the market price of our H Shares and could cause substantial volatility in the trading +volume of our H Shares. +RISK FACTORS +–5 2– + + +--- page 62 --- +Any possible conversion of Unlisted Shares into H Shares could increase the supply of H Shares in +the market, which may negatively impact the market price of H Shares. +According to the stipulations by the State Council’s securities regulatory authority and the Articles +of Association, our Unlisted Shares may be converted into H Shares and such converted H Shares may be +listed or traded on an overseas stock exchange, provided that prior to the conversion and trading of such +converted shares, the requisite internal approval processes have been duly completed, the filing with the +CSRC and the requisite regulatory approvals have been completed, and the requirements and procedures +prescribed by the related regulations and guidelines have been satisfied. In addition, such conversion, +trading and listing must comply with the regulations prescribed by the State Council’s securities regulatory +authorities and the regulations, requirements and procedures prescribed by the relevant overseas stock +exchange. We can apply for the listing of all or any portion of our Unlisted Shares on the Stock Exchange +as H Shares in advance of any proposed conversion to ensure that the conversion process can be completed +promptly upon notice to the Stock Exchange and delivery of shares for entry on the H Share register. This +could increase the supply of H Shares in the market, and future sales, or perceived sales, of the converted +H Shares may adversely affect the market price of H Shares. +Y ou will incur immediate and significant dilution and may experience further dilution if we issue +additional Shares in the future. +The Offer Price of the Offer Shares is higher than the net tangible asset value per Share immediately +prior to the Global Offering. Therefore, purchasers of the Offer Shares in the Global Offering will +experience an immediate dilution in pro forma consolidated net tangible asset value. We cannot assure you +that if we were to immediately liquidate after the Global Offering, any assets will be distributed to +Shareholders after the creditors’ claims. To expand our business, we may consider offering and issuing +additional Shares in the future. Purchasers of the Offer Shares may experience dilution in the net tangible +asset value per Share of their Shares if we issue additional Shares in the future at a price which is lower +than the net tangible asset value per Share at that time. +Certain facts, forecasts and statistics contained in this prospectus are derived from various official +sources and may not be accurate, reliable, complete or up to date. +We have derived certain information and statistics in this prospectus, particularly the section headed +“Industry Overview,” from the F&S report, which was commissioned by us, and from various official +government publications and other publicly available publications provided by the government. The +information from official government sources has not been independently verified by us, the Joint +Sponsors, the Joint Sponsor-OCs, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead +Managers, any of their respective directors and advisors, or any other persons or parties involved in the +Global Offering, and, therefore, we cannot assure you as to the accuracy and reliability of such +information and statistics, which may not be consistent with other information compiled inside or outside +the PRC. Due to possibly flawed or ineffective collection methods or discrepancies between published +information and market practice and other problems, the statistics herein may be inaccurate or may not be +comparable with statistics produced for other economies, and you should not place undue reliance on +them. Furthermore, we cannot assure you that they are stated or compiled on the same basis, or with the +same degree of accuracy, as similar statistics presented elsewhere. In all cases, you should consider +carefully how much weight or importance you should attach to or place on such information or statistics. +If securities or industry analysts do not publish research or reports about our business, or if they +adversely change their recommendations regarding our H Shares, the market price for H Shares and +trading volume could decline. +The trading market for our H Shares will be influenced by research or reports that industry or +securities analysts publish about our business. If one or more analysts who cover us downgrade our H +Shares, the market price for our H Shares would likely decline. +If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could +lose visibility in the financial markets, which in turn could cause the market price of or trading volume +for our H Shares to decline. +RISK FACTORS +–5 3– + + +--- page 63 --- +Fluctuations in exchange rates may result in foreign currency exchange losses and may have a +material adverse effect on your investment. +During the Track Record Period, substantially all of our revenue and expenditures were denominated +in Renminbi, and substantially all of our financial assets were also denominated in Renminbi. Any +significant change in the exchange rates of the Hong Kong dollar against Renminbi may materially and +adversely affect our cash flows, earnings and financial position, and the value of, and any dividends +payable on, our H Shares in Hong Kong dollars. For example, a further appreciation of Renminbi against +the Hong Kong dollar would make any new Renminbi-denominated investments or expenditures more +costly to us, to the extent that we need to convert Hong Kong dollars into Renminbi for such purposes. +An appreciation of Renminbi against the Hong Kong dollar would also result in foreign currency +translation losses for financial reporting purposes when we translate our Hong Kong dollar denominated +financial assets into Renminbi, including proceeds from the Global Offering, as Renminbi is the functional +currency of our subsidiaries inside China. Conversely, if we decide to convert our Renminbi into Hong +Kong dollars for the purpose of making payments for dividends on our H Shares or for other business +purposes, appreciation of the Hong Kong dollar against Renminbi would have a negative effect on the +Hong Kong dollar amount available to us. +Y ou 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 H Shares or the +Global Offering. +There had been, prior to the publication of this prospectus, and there may be, subsequent to the date +of this prospectus but prior to the completion of the Global Offering, press and media coverage regarding +us and the Global Offering. We have not authorized the disclosure of any information concerning the +Global Offering in the press or media and do not accept responsibility for the accuracy or completeness +of such press articles or other media coverage. We make no representation as to the appropriateness, +accuracy, completeness or reliability of any of the projections, valuations or other forward-looking +information about us. To the extent such statements are inconsistent with, or conflict with, the information +contained in this prospectus, we disclaim responsibility for them. Accordingly, prospective investors are +cautioned to make their decisions on the basis of the information contained in this prospectus only and +should not rely on any other information. +RISK FACTORS +–5 4– + + +--- page 64 --- +In preparation for the Global Offering, we have applied to the Stock Exchange for the following +waivers from strict compliance with the relevant provisions of the Listing Rules. +MANAGEMENT PRESENCE IN HONG KONG +According to Rule 8.12 of the Listing Rules, all applicants applying for a primary listing on the Stock +Exchange must have sufficient management presence in Hong Kong. This would normally mean that at +least two of the applicant’s executive directors must be ordinarily resident in Hong Kong. +Our Company’s business operations and assets are primarily located outside Hong Kong. Our +Company’s executive Directors are based in the PRC as our Board believes it is more effective and +efficient for our executive Directors to be based in a location where our substantial operations are located. +Our Company therefore does not, and in the near future will not, maintain management presence in Hong +Kong. +Accordingly, pursuant to Rule 19A.15 of the Listing Rules, we have applied to the Stock Exchange +for, and the Stock Exchange has granted us, a waiver from strict compliance with the requirements under +Rule 8.12 of the Listing Rules, provided that our Company implements the following arrangements: +(1) We have appointed Dr. Li, our chairman, executive Director and chief executive officer, and +Ms. Xu Y alei ( ஢ඩᑜ) (“Ms. Xu”), our chief financial officer as our authorized representatives +for the purpose of Rule 3.05 of the Listing Rules. They will serve as the principal channel of +communication with the Stock Exchange and make themselves readily available to +communicate with the Stock Exchange. Each of Dr. Li and Ms. Xu can be readily contactable +by phone and email to deal promptly with enquiries from the Stock Exchange, and will also be +available to meet with the Stock Exchange to discuss any matters within a reasonable period +of time upon the request of the Stock Exchange. The contact details of our authorized +representatives have been provided to the Stock Exchange. +(2) All Directors who are not ordinarily resident in Hong Kong possess or can apply for valid travel +documents to visit Hong Kong and can meet with the Stock Exchange within a reasonable +period. In addition, each Director has provided his/her contact details, including phone +numbers and email addresses, to our authorized representatives and to the Stock Exchange. In +the event that a Director expects to be traveling or otherwise be out of office, he/she will +provide the phone number of the place of his/her accommodation or other contact information +to our authorized representatives to ensure that each of our authorized representatives will be +able to contact all our Directors promptly at all times if and when the Stock Exchange wishes +to contact our Directors. +(3) We have appointed Maxa Capital Limited as our compliance advisor in accordance with Rule +3A.19 of the Listing Rules, which will serve as an additional and alternative channel of +communication with the Stock Exchange in addition to our authorized representatives. The +compliance advisor will have reasonable access, at all times during the term of their +appointment, to our authorized representatives, Directors and other officers of our Company, +participate in the communication between the Stock Exchange and our Company and answer +inquiries from the Stock Exchange. +(4) Any meeting between the Stock Exchange and our Directors will be arranged through our +authorized representatives or our compliance advisor or directly with our Directors within a +reasonable time frame. We will inform the Stock Exchange promptly in respect of any changes +in our authorized representatives and our compliance advisor. +(5) We intend to retain our Hong Kong legal advisors on on-going compliance requirements, any +amendment or supplement to and other issues arising under the Listing Rules and other +applicable laws and regulations in Hong Kong after the Listing. +W AIVERS AND EXEMPTIONS +–5 5– + + +--- page 65 --- +JOINT COMPANY SECRETARIES +Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we must appoint a company secretary who +possesses the necessary academic or professional qualifications or relevant experience, and is therefore +capable to discharge the functions of the company secretary. Note 1 to Rule 3.28 of the Listing Rules +provides that the Stock Exchange considers the following academic or professional qualifications to be +acceptable: +(1) a member of The Hong Kong Chartered Governance Institute; +(2) a solicitor or a barrister as defined in the Legal Practitioners Ordinance (Chapter 159 of the +Laws of Hong Kong); and +(3) a certified public accountant as defined in the Professional Accountants Ordinance (Chapter 50 +of the Laws of Hong Kong). +Note 2 to Rule 3.28 of the Listing Rules further sets out the factors that the Stock Exchange will +consider in assessing an individual’s “relevant experience”: +(1) length of employment with the issuer and other issuers and the roles he/she has undertaken; +(2) familiarity with the Listing Rules and other relevant laws and regulations including the SFO, +the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) +Ordinance and the Takeovers Code; +(3) relevant training taken and/or to be taken in addition to the minimum requirement under Rule +3.29 of the Listing Rules; and +(4) professional qualifications in other jurisdictions. +Our Company has appointed Ms. Xu as one of our joint company secretaries. Ms. Xu joined our +Group in March 2022 and possesses relevant understanding and knowledge relating to the business +operations, financial management and corporate culture of our Group. Ms. Xu has actively participated in +the preparation of the application for the Listing and possesses experience in matters relating to our Board +and corporate governance of our Company. Having considered Ms. Xu’s expertise and backgrounds, our +Directors consider that Ms. Xu is capable of discharging the functions of a company secretary and is +suitable to perform such role. +As Ms. Xu currently does not possess the qualifications under Rule 3.28 of the Listing Rules, and +may not be able to fulfill the requirements of the Listing Rules on her own, we have appointed Ms. Shum +Kit Han ( Ҋᆎ㛮) (“Ms. Shum”), a Chartered Secretary, a Chartered Governance Professional, a fellow +member of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute +in the United Kingdom, and a member of the executive committee of the Mexican Chamber of Commerce +in Hong Kong, who is qualified under Rule 3.28 of the Listing Rules to act as the other company secretary +and to work closely with and provide assistance to Ms. Xu for an initial period of three years commencing +from the Listing Date. +The following arrangements have been, or will be, put in place to assist Ms. Xu in acquiring the +qualifications and experience as the joint company secretaries of our Company required under Rules 3.28 +and 8.17 of the Listing Rules: +(1) In the course of the preparation of the application for the Listing, Ms. Xu has been provided +with a memorandum and has attended a training seminar on the respective obligations of our +Directors and senior management and our Company under the relevant Hong Kong laws and +the Listing Rules provided by our Hong Kong legal advisors. +W AIVERS AND EXEMPTIONS +–5 6– + + +--- page 66 --- +(2) In addition to the minimum training requirements under Rule 3.29 of the Listing Rules, our +Company will ensure that Ms. Xu continues to have access to relevant training and support to +familiarize herself with the Listing Rules and the duties of a company secretary of an issuer +listed on the Stock Exchange, and to receive updates on the latest changes to the applicable +Hong Kong laws, regulations and the Listing Rules. Furthermore, our Company will ensure that +Ms. Xu and Ms. Shum will seek and have access to the advice from our Hong Kong legal +advisors and other professional advisors as and when required. +(3) Ms. Shum will assist Ms. Xu to acquire the “relevant experience” as required under Note 2 to +Rule 3.28 of the Listing Rules and to discharge their duties as company secretaries. Ms. Xu will +be assisted by Ms. Shum for an initial period of three years commencing from the Listing Date. +As part of the arrangement, Ms. Shum will act as one of the joint company secretaries and +communicate regularly with Ms. Xu on matters relating to corporate governance, the Listing +Rules as well as other laws and regulations which are relevant to our Company. She will also +assist Ms. Xu in organizing Board meetings and Shareholders’ meetings as well as other +matters of our Company which are incidental to the duties of a company secretary. +(4) Our Company has appointed the compliance advisor pursuant to Rule 3A.19 of the Listing +Rules, which will act as our additional channel of communication with the Stock Exchange and +provide professional guidance and advice to us and our joint company secretaries as to +compliance with the Listing Rules and all other applicable laws and regulations. +We have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver from +strict compliance with the requirements of Rules 3.28 and 8.17 of the Listing Rules. Such waiver will be +revoked immediately if and when Ms. Shum ceases to provide such assistance or ceases to meet the +requirements under Rule 3.28 of the Listing Rules, or if there are material breaches of the Listing Rules +by our Company during the three-year period from the Listing Date. We will liaise with the Stock +Exchange before the end of the three-year period to enable it to assess whether Ms. Xu, having had the +benefit of Ms. Shum’s assistance for three years, will have acquired the relevant experience within the +meaning of Rule 3.28 of the Listing Rules so that a further waiver will not be necessary. +See “Directors and Senior Management” for the biographical details of Ms. Xu and Ms. Shum. +SUBSCRIPTIONS OF OFFER SHARES BY A CLOSE ASSOCIATE OF AN EXISTING +SHAREHOLDER AS CORNERSTONE INVESTOR +Rule 10.04 of the Listing Rules provides that a person who is an existing shareholder of the issuer +may only subscribe for or purchase any securities for which listing is sought which are being marketed +by or on behalf of a new applicant either in his or its own name or through nominees if the conditions in +Rules 10.03(1) and (2) of the Listing Rules are fulfilled. The conditions in Rules 10.03(1) and (2) of the +Listing Rules are that (a) no securities are offered to the existing shareholders on a preferential basis and +no preferential treatment is given to them in the allocation of the securities; and (b) the minimum +prescribed percentage of public shareholders required under the Listing Rules is achieved. +Paragraph 1C(2) of Appendix F1 to the Listing Rules provides that, unless with the prior written +consent of the Stock Exchange, no allocations will be permitted to directors or existing shareholders of +the applicant or their close associates, whether in their own names or through nominees unless the +conditions set out in Rules 10.03 and 10.04 of the Listing Rules are fulfilled. +Chapter 4.15 of the Guide for New Listing Applicants provides that the Stock Exchange will consider +giving consent and granting waiver from Rule 10.04 of the Listing Rules to an applicant’s existing +shareholders or their close associates to participate in an initial public offering if any actual or perceived +preferential treatment arising from their ability to influence the applicant during the allocation process can +be addressed. +As described in the section headed “Cornerstone Investors”, Longwei Hong Kong Company Limited +(“Longwei HK”) is a close associate of Baolong Automotive, an existing minority Shareholder of the +Company, and has entered into a cornerstone investment agreement with the Company. For further details +of the cornerstone investment, please refer to the section headed “Cornerstone Investors”. +W AIVERS AND EXEMPTIONS +–5 7– + + +--- page 67 --- +We have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver from +strict compliance with the requirements under Rule 10.04 of, and consent under paragraph 1C(2) of +Appendix F1 to, the Listing Rules to allow Longwei HK to participate in the Global Offering as a +cornerstone investor, subject to the following conditions: +(i) Baolong Automotive has been a shareholder of our Company for more than five years. Longwei +HK, being the wholly owned subsidiary of Baolong Automotive, is familiar with our +Company’s business operations and development. Longwei HK’s proposed participation in the +Global Offering reflects Baolong Automotive’s continued interest in our Company’s long-term +development; +(ii) the Offer Shares to be subscribed by and allotted to Longwei HK under the Global Offering will +be allotted at the Offer Price; +(iii) our Company and the Overall Coordinators have confirmed in writing that no preferential +treatment has been, nor will be, given to Baolong Automotive or Longwei HK by virtue of their +relationship with our Company in any allocation in the placing tranche of the Global Offering +other than the preferential treatment of assured entitlement under a cornerstone investment +following the principles set out in Chapter 4.15 of the Guide; and +(iv) our Company has confirmed that the Longwei HK’s cornerstone investment agreement does not +contain any material terms which are more favourable to Baolong Automative or Longwei HK +than those in other cornerstone investment agreements. +(v) the Joint Sponsors have confirmed that to the best of their knowledge and belief, they have no +reason to believe that Baolong Automotive or Longwei HK received any preferential treatment +in any allocation in the placing tranche of the Global Offering as a cornerstone investor by +virtue of their relationship with our Company other than the preferential treatment of assured +entitlement under a cornerstone investment following the principles set out in Chapter 4.15 of +the Guide, and details of the allocation will be disclosed in our Company’s allotment results +announcement; and +(vi) the Joint Sponsors have further confirmed that based on their (a) discussions with our +Company; (b) review of our Company’s latest shareholding chart; (c) review of the relevant +corporate documents and agreements, +(a) Baolong Automotive (1) has less than 5% voting rights in our Company immediately +before the Global Offering; (2) is not, and, together with Longwei HK, will not be, a core +connected person of our Company or its close associate immediately prior to or following +the Global Offering; and (3) does not have the power to appoint our Company’s directors +or any other special rights upon the Listing; and +(b) the allocation to Longwei HK will not affect our Company’s ability to satisfy the public +float requirement under Rule 19A.13A(1) of the Listing Rules. +W AIVERS AND EXEMPTIONS +–5 8– + + +--- page 68 --- +DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS +This prospectus, for which our Directors (including any proposed director who is named as such in +this prospectus) collectively and individually accept full responsibility, includes particulars given in +compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and +Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) and the Listing Rules +for the purpose of giving information to the public with regard to our Group. Our Directors, having made +all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained +in this prospectus is accurate and complete in all material respects and not misleading or deceptive, and +there are no other matters the omission of which would make any statement herein or this prospectus +misleading. +CSRC FILING +According to the Overseas Listing Trial Measures, we are required to complete the filing procedures +with the CSRC in connection with the proposed Listing. We had submitted a filing to the CSRC for +application for the Listing. The CSRC filing was completed on January 30, 2026. +GLOBAL OFFERING +This prospectus is published solely in connection with the Hong Kong Public Offering, which forms +part of the Global Offering. For applicants under the Hong Kong Public Offering, this prospectus contains +the terms and conditions of the Hong Kong Public Offering. +The Hong Kong Offer Shares are offered solely on the basis of the information contained and +representations made in this prospectus and on the terms and subject to the conditions set out herein and +therein. No person is authorized to give any information in connection with the Global Offering or to make +any representation not contained in this prospectus, and any information or representation not contained +herein and therein must not be relied upon as having been authorized by our Company, the Joint Sponsors, +the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers +and the Capital Market Intermediaries, any of the Underwriters, any of our or their respective directors, +officers, employees, agents or representatives of any of them or any other parties involved in the Global +Offering. +The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the Overall +Coordinators. Pursuant to the Hong Kong Underwriting Agreement, the Hong Kong Public Offering is +fully underwritten by the Hong Kong Underwriters under the terms of the Hong Kong Underwriting +Agreement, subject to agreement on the Offer Price between the Joint Sponsor-OCs (for themselves and +on behalf of the Underwriters) and our Company. The International Offering is expected to be fully +underwritten by the International Underwriters subject to the terms and conditions of the International +Underwriting Agreement, which is expected to be entered into on or about Monday, June 15, 2026. +See the section headed “Underwriting” for further information about the Underwriters and the +underwriting arrangements. +PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES +The application procedures for the Hong Kong Offer Shares are set forth in “How to Apply for Hong +Kong Offer Shares” in this prospectus. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–5 9– + + +--- page 69 --- +STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING +Details of the structure of the Global Offering, including its conditions, are set forth in the section +headed “Structure of the Global Offering” in this prospectus. +RESTRICTIONS ON OFFER AND SALE OF SHARES +Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering will be +required to, or be deemed by his acquisition of the Shares to, confirm that he is aware of the restrictions +on offers and sales of the Hong Kong Offer Shares described in this prospectus. +No action has been taken to permit a public offering of the Offer Shares or the distribution of this +prospectus in any jurisdiction other than Hong Kong. Accordingly, without limitation to the following, this +prospectus may not be used for the purpose of, and does not constitute, an offer or invitation in any +jurisdiction or in any circumstances in which such an offer or invitation is not authorized or to any person +to whom it is unlawful to make such an offer or invitation. The distribution of this prospectus and the +offering and sales of the Offer Shares in other jurisdictions are subject to restrictions and may not be made +except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with +or authorization by the relevant securities regulatory authorities or an exemption therefrom. In particular, +the Hong Kong Offer Shares have not been publicly offered or sold, directly or indirectly, in the PRC or +the United States. +APPLICATION FOR LISTING ON THE STOCK EXCHANGE +We have applied to the Listing Committee of the Stock Exchange for the listing of, and permission +to deal in our H Shares in issue and to be issued pursuant to the Global Offering (including the additional +H Shares which may be issued pursuant to the exercise of the Over-allotment Option and the conversion +of the Unlisted Shares into H Shares as well as the Shares to be issued pursuant to the Pre-IPO Share +Option Scheme). +Dealings in the H Shares on the Stock Exchange are expected to commence on Wednesday, +June 17, 2026. Save as disclosed in this prospectus, no part of our share or loan capital is listed on or dealt +in on any other stock exchange and no such listing or permission to list is being or proposed to be sought +on the Stock Exchange or any other stock exchange as of the date of this prospectus. All the Offer Shares +will be registered on the H Share register of members of our Company in order to enable them to be traded +on the Stock Exchange. +Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, any +allotment made in respect of any application will be invalid if the listing of, and permission to deal in, the +H Shares on the Stock Exchange is refused before the expiration of three weeks from the date of the +closing of the application lists, or such longer period (not exceeding six weeks) as may, within the said +three weeks, be notified to our Company by or on behalf of the Stock Exchange. +PROFESSIONAL TAX ADVICE RECOMMENDED +Potential investors in the Global Offering are recommended to consult their professional advisors as +to the taxation implications of subscribing for, purchasing, holding or disposal of, and/or dealing in the +H Shares or exercising rights attached to them. None of us, the Joint Sponsors, the Overall Coordinators, +the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Capital Market +Intermediaries, any of the Underwriters, any of our or their respective directors, officers, employees, +agents or representatives of any of them or any other parties involved in the Global Offering accepts +responsibility for any tax effects on, or liabilities of, any person resulting from the subscription, purchase, +holding, disposition of, or dealing in, the H Shares or exercising any rights attached to them. +OVER-ALLOTMENT OPTION AND STABILIZATION +Details of the arrangements relating to the Over-allotment Option and stabilization are set out in the +section headed “Structure of the Global Offering” in this prospectus. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–6 0– + + +--- page 70 --- +H SHARE REGISTER OF MEMBERS AND HONG KONG STAMP DUTY +All of the H Shares issued pursuant to applications made in the Global Offering and converted from +our Unlisted Shares will be registered on our H Share register of members to be maintained in Hong Kong +by our H Share Registrar, Tricor Investor Services Limited. Our principal register of members will be +maintained by us in the PRC. +Dealings in the H Shares registered in our H Share register of members will be subject to Hong Kong +stamp duty. +H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS +Subject to the granting of the listing of, and permission to deal in, the H Shares on the Stock +Exchange and compliance with the stock admission requirements of HKSCC, the H Shares will be +accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from +the date of commencement of dealings in the H Shares on the Stock Exchange or any other date as +determined by HKSCC. Settlement of transactions between Exchange Participants is required to take place +in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to +the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time. +All necessary arrangements have been made enabling the H Shares to be admitted into CCASS. +Investors should seek the advice of their brokers or other professional advisors for details of those +settlement arrangements as such arrangements may affect their rights and interests. +EXCHANGE RATE CONVERSION +Solely for convenience purposes, this prospectus contains translations among certain amounts +denominated in Renminbi, Hong Kong dollars and U.S. dollars. No representation is made that any +amounts could actually be converted into another currency at the rates indicated, or at all. Unless +otherwise indicated: (i) the translation between Renminbi and Hong Kong dollars was based on the rate +of RMB0.8699 to HK$1, the exchange rate prevailing on the Latest Practicable Date published by the +PBOC for foreign exchange transactions, (ii) the translation between Renminbi and U.S. dollars was based +on the rate of RMB6.8167 to US$1, the exchange rate prevailing on the Latest Practicable Date published +by the PBOC for foreign exchange transactions, and (iii) the translations between U.S. dollars and Hong +Kong dollars were based on the rate of US$1 to HK$7.8365, as calculated according to the rates indicated +in (i) and (ii). +LANGUAGE +If there is any inconsistency between the English version of this prospectus and the Chinese +translation of this prospectus, the English version of this prospectus shall prevail unless otherwise stated. +However, if there is any inconsistency between the names of any of the entities mentioned in this English +prospectus which are not in the English language and their English translations, the names in their +respective original languages shall prevail. +ROUNDING +Any discrepancies in any table in this prospectus between total and sum of amounts listed therein are +due to rounding. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–6 1– + + +--- page 71 --- +For further information of our Directors, please see the section headed “Directors and Senior +Management” in this prospectus. +DIRECTORS +Name Address Nationality +Executive Directors +Dr. Li Mengxiong ( ҽྫྷඪ) No. 27, Jiangdong Road +Zhangjiang Town +Pudong New Area +Shanghai +PRC +Chinese +Mr. Zhu Shouteng ( ϡςᙜ) No. 101, No. 53 Lane 1010 +Mingzhong Road +Songjiang District +Shanghai +PRC +Chinese +Mr. Li Shuguang ( ҽᏣΈ) Room 708, No. 5 +Lane 573, Dongfang Road +Pudong New Area +Shanghai +PRC +Chinese +Ms. Xu Hongru (ν) Room 302, No. 296 +Qixia Road +Pudong New Area +Shanghai +PRC +Chinese +Non-executive Directors +Mr. Ju Hua ( ᒴዏ) Room 2701, No. 73, Lane 1881 +Dongfang Road +Pudong New Area +Shanghai +PRC +Chinese +Mr. Sha Chongjiu (ɘ) 31-5-1001 +Aolin Spring Lincui Road +Chaoyang District +Beijing +PRC +Chinese +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 2– + + +--- page 72 --- +Name Address Nationality +Independent Non-executive Directors +Mr. Chu Xiaowen ( Ⴃወ˖) Flat 10B, Block 10, Solaria +16 Fo Chun Road Tai Po +New Territories +Hong Kong +Chinese (Hong +Kong) +Ms. Cheung Suet Fong (ٹFlat 1803, Fung Y am House +On Y am Estate Kwai Chung +New Territories +Hong Kong +Chinese (Hong +Kong) +Mr. Jie Donghui (ሾ) Room 1301, No. 4, Lane 910 +Dingxiang Road +Shanghai +PRC +Chinese +PARTIES INVOLVED IN THE GLOBAL OFFERING +Joint Sponsors China International Capital Corporation +Hong Kong Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +Guotai Junan Capital Limited +27/F Low Block +Grand Millennium Plaza +181 Queen’s Road +Central +Hong Kong +Joint Sponsor-OCs China International Capital Corporation +Hong Kong Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +Guotai Junan Securities (Hong Kong) Limited +27/F Low Block +Grand Millennium Plaza +181 Queen’s Road +Central +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 3– + + +--- page 73 --- +Overall Coordinators China International Capital Corporation +Hong Kong Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +Guotai Junan Securities (Hong Kong) Limited +27/F Low Block +Grand Millennium Plaza +181 Queen’s Road +Central +Hong Kong +GF Securities (Hong Kong) Brokerage Limited +27/F, GF Tower +81 Lockhart Road +Wan Chai +Hong Kong +Joint Global Coordinators China International Capital Corporation +Hong Kong Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +Guotai Junan Securities (Hong Kong) Limited +27/F Low Block +Grand Millennium Plaza +181 Queen’s Road +Central +Hong Kong +GF Securities (Hong Kong) Brokerage Limited +27/F, GF Tower +81 Lockhart Road +Wan Chai +Hong Kong +Daiwa Capital Markets Hong Kong Limited +Level 28, One Pacific Place +88 Queensway +Hong Kong +Joint Bookrunners China International Capital Corporation +Hong Kong Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 4– + + +--- page 74 --- +Guotai Junan Securities (Hong Kong) Limited +27/F Low Block +Grand Millennium Plaza +181 Queen’s Road +Central +Hong Kong +GF Securities (Hong Kong) Brokerage Limited +27/F, GF Tower +81 Lockhart Road +Wan Chai +Hong Kong +Daiwa Capital Markets Hong Kong Limited +Level 28, One Pacific Place +88 Queensway +Hong Kong +ABCI Capital Limited +11/F, Agricultural Bank of China Tower +50 Connaught Road +Central +Hong Kong +Futu Securities International (Hong Kong) +Limited +34/F, United Centre +No. 95 Queensway +Admiralty +Hong Kong +Tiger Brokers (HK) Global Limited +23/F, Li Po Chun Chambers +189 Des V oeux Road +Central +Hong Kong +SPDB International Capital Limited +33/F, SPD Bank Tower +One Hennessy, 1 Hennessy Road +Hong Kong +CMBC Securities Company Limited +34/F., One Exchange Square +8 Connaught Place +Central +Hong Kong +Shanxi Securities International Limited +Unit A, 29/F Tower 1, Admiralty Center +18 Harcourt Road +Admiralty +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 5– + + +--- page 75 --- +Joint Lead Managers China International Capital Corporation +Hong Kong Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +Guotai Junan Securities (Hong Kong) Limited +27/F Low Block +Grand Millennium Plaza +181 Queen’s Road +Central +Hong Kong +GF Securities (Hong Kong) Brokerage Limited +27/F, GF Tower +81 Lockhart Road +Wan Chai +Hong Kong +Daiwa Capital Markets Hong Kong Limited +Level 28, One Pacific Place +88 Queensway +Hong Kong +ABCI Securities Company Limited +10/F, Agricultural Bank of China Tower, +50 Connaught Road +Central +Hong Kong +Futu Securities International (Hong Kong) +Limited +34/F, United Centre +No. 95 Queensway +Admiralty +Hong Kong +Tiger Brokers (HK) Global Limited +23/F, Li Po Chun Chambers +189 Des V oeux Road +Central +Hong Kong +SPDB International Capital Limited +33/F, SPD Bank Tower +One Hennessy, 1 Hennessy Road +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 6– + + +--- page 76 --- +CMBC Securities Company Limited +34/F., One Exchange Square +8 Connaught Place +Central +Hong Kong +Shanxi Securities International Limited +Unit A, 29/F Tower 1, Admiralty Center +18 Harcourt Road +Admiralty +Hong Kong +Capital Market Intermediaries China International Capital Corporation +Hong Kong Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +Guotai Junan Securities (Hong Kong) Limited +27/F Low Block +Grand Millennium Plaza +181 Queen’s Road +Central +Hong Kong +GF Securities (Hong Kong) Brokerage Limited +27/F, GF Tower +81 Lockhart Road +Wan Chai +Hong Kong +Daiwa Capital Markets Hong Kong Limited +Level 28, One Pacific Place +88 Queensway +Hong Kong +ABCI Capital Limited +11/F, Agricultural Bank of China Tower +50 Connaught Road +Central +Hong Kong +ABCI Securities Company Limited +10/F, Agricultural Bank of China Tower, +50 Connaught Road +Central +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 7– + + +--- page 77 --- +Futu Securities International (Hong Kong) +Limited +34/F, United Centre +No. 95 Queensway +Admiralty +Hong Kong +Tiger Brokers (HK) Global Limited +23/F, Li Po Chun Chambers +189 Des V oeux Road +Central +Hong Kong +SPDB International Capital Limited +33/F, SPD Bank Tower +One Hennessy, 1 Hennessy Road +Hong Kong +CMBC Securities Company Limited +34/F., One Exchange Square +8 Connaught Place +Central +Hong Kong +Shanxi Securities International Limited +Unit A, 29/F Tower 1, Admiralty Center +18 Harcourt Road +Admiralty +Hong Kong +Legal Advisors to our Company As to Hong Kong and U.S. laws: +Baker & McKenzie +14/F, One Taikoo Place +979 King’s Road +Quarry Bay +Hong Kong +As to PRC law: +King & Wood +17th Floor, One ICC, Shanghai ICC +999 Huai Hai Road +Xuhui District +Shanghai, 200031 +PRC +As to international sanction law: +DLA Piper Singapore Pte. Ltd. +80 Raffles Place +#48-01 UOB Plaza 1 +Singapore 048624 +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 8– + + +--- page 78 --- +Legal Advisors to the Joint Sponsors and the +Underwriters +As to Hong Kong laws: +Jingtian & Gongcheng LLP +Suites 3203-3209, 32/F, Edinburgh Tower +The Landmark +15 Queen’s Road Central +Hong Kong +As to PRC law: +Zhong Lun Law Firm +10/11/16/17F, Two IFC +8 Century Avenue +Pudong New Area +Shanghai +PRC +Auditors and Reporting Accountants KPMG +Certified Public Accountants +Public Interest Entity Auditor registered +in accordance with the Accounting and +Financial Reporting Council Ordinance +8th Floor, Prince’s Building +Central +Hong Kong +Independent Industry Consultant Frost & Sullivan (Beijing) Inc., +Shanghai Branch Co. +2504 Wheelock Square +1717 Nanjing West Road +Shanghai, 200040 +PRC +Receiving Banks CMB Wing Lung Bank Limited +45 Des V oeux Road Central +Hong Kong +Bank of Communications Co., Ltd. +Hong Kong Branch +Unit B B/F & G/F, Unit C G/F, 1-3/F +16/F Room 01 & 18/F, Wheelock House +20 Pedder Street +Central +Hong Kong +Compliance Advisor Maxa Capital Limited +Unit 2602, 26/F, Golden Centre +188 Des V oeux Road Central +Sheung Wan +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 9– + + +--- page 79 --- +Registered Office Room 215, P4 Comprehensive Building +No. 20 Xishi Road +Wangzhuang Subdistrict Xinwu District +Wuxi, Jiangsu Province +PRC +Headquarter and Principal Place of Business in +the PRC +Room 601, Building 10 +Lane 198, Zhangheng Road +Pudong New Area +Shanghai +PRC +Principal Place of Business in Hong Kong Room 1912, 19/F +Lee Garden One +33 Hysan Avenue +Causeway Bay +Hong Kong +Company’s Website https://www.senasic.com/ +(information contained in this website does not +form part of this prospectus) +Joint Company Secretaries Ms. Xu Y alei ( ஢ඩᑜɾɻ) +Room 102, No. 72 +Runan Street, Huangpu District +Shanghai +PRC +Ms. Shum Kit Han ( Ҋᆎ㛮ɾɻ) +Room 1912, 19/F, Lee Garden One +33 Hysan Avenue +Causeway Bay +Hong Kong +Authorized Representatives Dr. Li Mengxiong ( ҽྫྷඪ௹ɻ) +No. 27, Jiangdong Road +Zhangjiang Town +Pudong New District +Shanghai +PRC +Ms. Xu Y alei ( ஢ඩᑜɾɻ) +Room 102, No. 72 +Runan Street, Huangpu District +Shanghai +PRC +Audit Committee Ms. Cheung Suet Fong (ɾɻ) (Chairman) +Mr. Jie Donghui (ሾ΋͛) +Mr. Chu Xiaowen ( Ⴃወ˖΋͛) +Nomination Committee Dr. Li Mengxiong ( ҽྫྷඪ௹ɻ) (Chairman) +Mr. Jie Donghui (ሾ΋͛) +Ms. Cheung Suet Fong (ɾɻ) +CORPORATE INFORMATION +–7 0– + + +--- page 80 --- +Remuneration and Appraisal Committee Mr. Jie Donghui (ሾ΋͛) (Chairman) +Mr. Chu Xiaowen ( Ⴃወ˖΋͛) +Dr. Li Mengxiong ( ҽྫྷඪ௹ɻ) +Compliance Adviser Maxa Capital Limited +Unit 2602 26/F, Golden Centre +188 Des V oeux Road Central +Sheung Wan +Hong Kong +H Share Registrar Tricor Investor Services Limited +17/F, Far East Finance Centre +16 Harcourt Road +Hong Kong +Principal Banks China Merchants Bank Nanjing Branch +Zhaoyin Building, No. 199 Lushan Road +Jianye District +Nanjing City, Jiangsu Province +PRC +Bank of Communications Jiangsu Branch +No. 218, Lushan Road +Jianye District +Nanjing City, Jiangsu Province +PRC +CORPORATE INFORMATION +–7 1– + + +--- page 81 --- +The information and statistics set out in this section and other sections of this prospectus were +extracted from the report prepared by Frost & Sullivan, which was commissioned by us, and from +various official government publications and other publicly available publications. We engaged +Frost & Sullivan to prepare the F&S Report, an independent industry report, in connection with the +Global Offering. We believe that these sources are appropriate sources for such information and +statistics and reasonable care has been exercised by us in selecting and identifying the named +information sources, compiling, extracting and reproducing the information, and ensuring no +material omission of the information. The information from official government sources has not been +independently verified by us, the Joint Sponsors, the Overall Coordinators, the Joint Global +Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, the Capital +Market Intermediaries or any of our or their respective directors, senior management, +representatives or any other person 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 Global and China’s wireless +sensor SoC industry and prepare the F&S report. Frost & Sullivan is an independent global consulting firm +founded in 1961 in New Y ork that offers industry research and market strategies. We have contracted to +pay RMB645,000 to Frost & Sullivan for compiling the F&S report. +In preparing the F&S report, Frost & Sullivan conducted detailed primary research which involved +discussing the status of the industry with certain leading industry participants and conducting interviews +with relevant parties. Frost & Sullivan also conducted secondary research which involved reviewing +company reports, independent research reports and data based on its own research database. Frost & +Sullivan obtained the figures for the estimated total market size from historical data analysis plotted +against macroeconomic data as well as considered the above-mentioned industry key drivers. Its market +engineering forecasting methodology integrates several forecasting techniques with the market +engineering measurement-based system and relies on the expertise of the analyst team in integrating the +critical market elements investigated during the research phase of the project. These elements primarily +include expert-opinion forecasting methodology, integration of market drivers and restraints, integration +with the market challenges, integration of the market engineering measurement trends and integration of +econometric variables. +The F&S report is compiled based on the following assumptions: (1) the social, economic and +political environment of the globe and the PRC is likely to remain stable in the forecast period; and (2) +related industry key drivers are likely to drive the market in the forecast period. +OVERVIEW OF GLOBAL AND CHINA’S WIRELESS SENSOR SOC INDUSTRY +Definition of Wireless Sensor SoC +Sensor SoC is a miniaturized electronic device, similar to a device’s “sensing organ.” It detects +specific physical quantities such as voltage, current, impedance, temperature, pressure, humidity and light +and converts them into electrical signals that can be recognized and processed by electronic systems. +Wireless sensor SoC builds upon traditional sensor SoC by further integrating a low-power wireless +communication module and edge computing capabilities. Through system-level integration, a wireless +sensor SoC integrates the necessary components and subsystems for wireless sensing onto a single +microchip, providing not only physical parameter sensing capabilities but also local data processing and +wireless transmission. By highly integrating sensing, computing and communication, wireless sensor SoC +offers a unified, lightweight and low-power sensing platform for various applications, including +automotive, industrial and energy storage scenarios. +Value Chain Analysis of Wireless Sensor SoC Industry +The following represents the value chain of the wireless sensor SoC industry. +INDUSTRY OVERVIEW +–7 2– + + +--- page 82 --- +Value Chain of Wireless Sensor SoC Industry +Upstream Downstream +Application Scenarios +Automotive +… … +Midstream +SoC Architecture Design +… … +Semiconductor Materials +Silicon Wafers +… … Industrial +SoC Packaging Materials +Design Tools +EDA Software +… … +Semiconductor Manufacturing +Equipment +System-level Integration +Wafer Manufacturing +Testing Phases +Wireless Sensor SoC Design and +Manufacturing +Energy Storage +Popularization of Smart Sensor and +Development of Edge Intelligence +Source: Frost & Sullivan +Market Size of Global and China’s Wireless Sensor SoC Industry +Sensor SoCs across different downstream industries differ in functions and structure. Automotive +applications require the highest standards in functional safety, reliability and lifecycle, typically +incorporating redundancy and robust real-time performance. Energy storage applications focus on +high-accuracy sensing, battery safety monitoring and system stability within complex, high-density battery +architectures, with designs optimized for reliable operation. Industrial applications emphasize precision +and reliability in monitoring, while also requiring strong compatibility with Industrial IoT systems and +flexible interface support to adapt to diverse and evolving manufacturing environments. +Wireless sensor SoCs are poised for sustained demand growth as industries move toward more +intelligent and flexible sensing solutions. The following chart illustrates the global and China’s historical +and forecast revenue of wireless sensor SoC industry from 2021 to 2030: +Market Size of Wireless Sensor SoC Industry by Revenue +(Global and China), 2021-2030E +2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E +RMB Billion +Automotive Wireless Sensor SoC +Other Wireless Sensor SoC +(Industrial and Energy Storage) +20.0% 55.3% +88.0% 51.8% +Global Wireless Sensor SoC 37.1% 53.4% +CAGR +2021-2025 +CAGR +2026E-2030E +0 +10 +20 +30 +40 +50 +60 +1.9 2.3 3.2 4.9 6.8 +9.7 +13.6 +20.5 +34.5 +53.8 +2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E +RMB Billion +Automotive Wireless Sensor SoC +Other Wireless Sensor SoC +(Industrial and Energy Storage) +18.9% 72.8% +102.6% 63.7% +China’s Wireless Sensor SoC 35.6% 68.1% +CAGR +2021-2025 +CAGR +2026E-2030E +0 +5 +10 +15 +20 +25 +30 +0.7 0.9 1.2 1.8 2.5 3.6 +5.3 +8.6 +17.1 +28.9 +Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan +Competitive Landscape of Global Wireless Sensor SoC Industry +The global wireless sensor SoC industry is still in its early stages of development, with market +players actively exploring applications and refining solutions. Some traditional international sensor chip +companies are gradually extending their portfolios to include wireless sensor SoCs. Meanwhile, some +startups are emerging, focusing on integrated design and cost-effective solutions tailored for different +scenarios. This evolving landscape reflects both technological convergence and growing competition. +INDUSTRY OVERVIEW +–7 3– + + +--- page 83 --- +OVERVIEW OF GLOBAL AND CHINA’S WIRELESS SENSOR SOC INDUSTRY— +AUTOMOTIVE APPLICATION +Introduction of Automotive-grade SoCs +Automotive-grade chips refer to integrated circuits that are designed, manufactured and tested +according to rigorous automotive industry standards. These chips are capable of operating reliably under +extreme temperatures, EMI, humidity fluctuations and must meet stringent requirements for high +reliability, long lifespan and functional safety. Automotive chips are critical components supporting +autonomous driving, smart cockpits, chassis control, powertrains and body electronics, and are +fundamental to intelligent and electrified mobility. +Automotive-grade SoCs are specifically designed, manufactured, packaged and tested to meet the +stringent requirements of automobiles. Compared to consumer and industrial SoCs, they are held to +significantly higher standards in terms of performance, functional safety, reliability and longevity. +Automotive-grade SoCs typically comply with certifications such as AEC-Q100 for reliability and ISO +26262 ASIL D for road vehicles functional safety and are developed under IA TF 16949 quality +management systems to ensure stable and safe operation throughout the vehicle’s lifespan. +Introduction of Automotive Sensor SoCs +Automotive sensor SoCs are embedded semiconductor devices that integrate sensing, signal +processing, and communication modules to monitor real-time operating conditions of various subsystems +in a vehicle. They are widely distributed across the automobile to collect critical data that supports safety, +energy management and intelligent control. Automotive sensor SoCs can be classified in terms of +connectivity (wireless and wired sensor SoCs) or functions (e.g., TPMS, BMS/BPS, USI SoCs etc.). +TPMS SoCs, BPS SoCs, and USI SoCs are all subsets of the broader automotive sensor SoCs market, +which encompasses integrated chips designed to process, control and transmit data collected from various +vehicle sensors to enhance driving safety, energy efficiency and comfort. The following picture illustrates +the major sensor SoCs being used on the automobile: +Classification of Automotive Wireless Sensor SoCs +BMS & BPS Sensor SoCs: +Monitor battery voltage, current, +temperature and sometimes internal +pressure or gas leakage, helping +maintain optimal charging and +discharging conditions. +TPMS SoCs: +Measure tire pressure, transmitting data +wirelessly to the vehicle’s ECU to ensure +driving safety and early fault detection. +USI SoCs: +Integrate multiple sensor interfaces to +process data including pressure, +temperature, humidity and position, +typically applied in systems such as air +conditioning, braking, passenger cabin +and powertrain. +CategoryClassification Basis +Wireless Sensor SoCs +By Connectivity +Wired Sensor SoCs +TPMS SoCs +By Function BMS BPS Sensor SoCs +USI SoCs +TPMS SoCs (Tire Pressure Monitoring System SoCs) represent one of the most established +categories within this market. These chips integrate pressure sensing with wireless transmission and power +management, enabling real-time tire condition monitoring. At present, TPMS SoCs have no direct +substitutes, and vehicles are either equipped with such sensor SoCs or not. The global adoption of TPMS +SoCs has steadily increased due to safety considerations and consumer awareness. +INDUSTRY OVERVIEW +–7 4– + + +--- page 84 --- +BPS SoCs (Battery Pressure Sensor SoCs) are a more recent application, primarily designed to +monitor air pressure within electric vehicle battery packs. They provide critical data for battery safety and +performance management. There is currently no integrated SoC alternative that offers the same +compactness, accuracy and system-level safety performance. Penetration rate of BPS SoCs remains +relatively low, with approximately 25% of new vehicles currently equipped in 2025, though the adoption +rate is expected to increase alongside NEV safety requirements. +USI SoCs (Universal Sensor Interface SoCs) are another specialized segment, integrating multiple +sensor interfaces to process data such as pressure, temperature, humidity and position in systems such as +air conditioning, braking, passenger cabin and powertrain control. Given their high integration level and +ability to connect diverse sensor types, there are few comparable products in the market that can fully +replace USI SoCs’ versatility and performance. +The smart elements of automotive sensor SoCs lie in their ability to intelligently sense, process, and +transmit real-time data to improve vehicle safety and enhance driving comfort. These SoCs integrate +on-chip signal conditioning, data fusion and self-diagnostic capabilities, enabling precise monitoring of +parameters such as tire pressure, battery status, cabin climate and braking force. By converting raw sensor +signals into actionable information, they support advanced safety features such as stability control, tire +pressure warning and battery safety control, while optimizing energy efficiency and passenger comfort +through adaptive system responses. +Definition of Automotive Wireless Sensor SoCs +Automotive wireless sensor SoCs are a specialized type of automotive-grade SoCs designed for +real-time environmental sensing and short-range wireless communication. Integrated into in-vehicle +sensors, they collect key data such as voltage, current, impedance, tire pressure, temperature, humidity, +acceleration and gas concentration. These SoCs incorporate sensor interfaces, microcontrollers, wireless +transceivers (e.g., Bluetooth, ultra wide band (“UWB”)) and low-power processing units into a compact +package. By enabling wireless data acquisition, edge processing and communication with domain +controllers or central electronic control units, they help reduce wiring complexity and enhance system +flexibility. Currently, wireless TPMS SoCs represent the most established application scenario within the +automotive wireless sensor SoCs. Other automotive wireless sensor SoCs, such as wBMS SoCs, remain +in the initial phase of mass production. +Market Size of Global and China’s Automotive Wireless Sensor SoC Industry +The following chart illustrates the global and China’s historical and forecast revenue of automotive +wireless sensor SoC industry from 2021 to 2030: +Market Size of Automotive Wireless Sensor SoC Industry by Revenue +(Global and China), 2021-2030E +2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E +RMB Billion +Global Automotive +Wireless Sensor +SoC +20.0% 55.3% +CAGR 2021-2025 CAGR 2026E-2030E +1.7 1.9 2.3 2.9 3.4 4.3 5.6 +7.8 +14.7 +25.1 +0 +5 +10 +15 +20 +25 +30 +2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E +RMB Billion +China’s Automotive +Wireless Sensor +SoC +18.9% 72.8% +CAGR 2021-2025 CAGR 2026E-2030E +0 +5 +10 +15 +0.7 0.8 0.9 1.1 1.3 1.7 2.2 +3.4 +7.8 +14.9 +Source: China Association of Automobile Manufacturers; Interviews with industry experts by Frost & Sullivan; Frost & Sullivan +INDUSTRY OVERVIEW +–7 5– + + +--- page 85 --- +Overview of Wireless Tire Pressure Monitoring System SoCs +A wireless TPMS SoC refers to a highly integrated semiconductor chip specifically designed for +automotive tire pressure monitoring systems. Countries and regions including Europe, the United States +and China have introduced regulations related to TPMS: +Country/Region +the U.S. +Major Regulation related to TPMS +In 2005, the U.S. National Highway Traffic Safety Administration (“NHTSA”) issued “Federal Motor +Vehicle Safety Standard (“FMVSS”) No. 138: Tire Pressure Monitoring Systems.” This regulation +mandates that, starting from September 2007, all new passenger vehicles, light trucks and buses with a +gross vehicle weight rating of 10,000 pounds or less must be equipped with TPMS. +China +China introduced its own standard with the release of Performance Requirements and Test Methods of Tire +Pressure Monitoring System for Passenger Cars (GB 26149-2017) in 2017. According to this standard, +since 2019, Chinese regulations have required all newly approved passenger vehicles to be equipped with +TPMS and starting in 2020, TPMS installation has become mandatory for all passenger vehicles in +production. +the EU +In 2009, the European Parliament and the Council of the European Union adopted Regulation (EC) No +661/2009, which mandates the installation of TPMS in vehicles. According to the regulation, starting from +November 1, 2012, new passenger vehicle models without TPMS cannot receive type approval. From +November 1, 2014, all new passenger vehicles sold or registered in the EU must be equipped with TPMS. +In recent years, the EU expanded TPMS requirements to cover additional vehicle categories under +Regulation (EU) 2019/2144 (General Safety Regulation II). TPMS has become mandatory for new trucks, +trailers, buses and coaches. Starting from July 2022, the regulation applies to new type approvals and from +July 2024, all newly registered vehicles in these categories must be equipped with functional TPMS. +Source: Frost & Sullivan +Market Size of Global and China’s Wireless TPMS SoC Industry +With the continuous improvement of global regulations and standards related to TPMS, the global +and China’s wireless TPMS SoC industry have experienced continuous growth in the past five years, and +are expected to further expand in the next five years. The following chart illustrates the global and China’s +historical and forecast revenue of wireless TPMS SoC industry from 2021 to 2030: +Market Size of Wireless TPMS SoC Industry by Revenue +(Global and China), 2021-2030E +2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E +RMB Billion +Global Wireless +TPMS SoC 17.3% 17.8% +CAGR 2021-2025 CAGR 2026E-2030E +0 +1 +2 +3 +4 +5 +6 +7 +8 +0 +1 +2 +3 +4 +5 +6 +7 +8 +1.6 1.8 +2.2 +2.7 +3.1 +3.7 +4.6 +5.4 +6.3 +7.2 +2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E +RMB Billion +China’s Wireless +TPMS SoC 16.4% 14.4% +CAGR 2021-2025 CAGR 2026E-2030E +0.0 +0.5 +1.0 +1.5 +2.0 +2.5 +0.0 +0.5 +1.0 +1.5 +2.0 +2.5 +0.7 0.7 +0.9 +1.1 1.2 +1.5 +1.8 +2.0 +2.3 +2.5 +Source: China Association of Automobile Manufacturers; Interviews with industry experts by Frost & Sullivan; Frost & Sullivan +Overview of Automotive Wireless Battery Monitoring System SoCs +wBMS SoC refers to a highly integrated chip designed for battery management systems. It combines +functions including battery state monitoring, signal conditioning, edge computing and low-power wireless +communication and is suitable for new NEV power batteries as well as energy storage batteries. +INDUSTRY OVERVIEW +–7 6– + + +--- page 86 --- +Compared with traditional wired BMS sensor chips, wBMS sensor chips are expected to simplify +system design by adopting low-voltage processes and eliminating wiring through wireless connectivity. +Once mass-produced, they will likely reduce manufacturing and integration costs while enabling +synchronous sampling and cell-level sensor fusion for higher data accuracy and granularity. Their modular +architecture will also enhance system scalability and enable full lifecycle monitoring of individual battery +cells. Driven by the pursuit of cost efficiency, technology upgrades and compliance with stricter safety +regulations, wBMS sensor chips are expected to become a mainstream solution in next-generation BMS, +especially in NEVs and energy storage systems. +Comparison of Wired BMS and wBMS Sensor Chips +Comparison Dimension +Traceability +Wired BMS Sensor Chips wBMS Sensor Chips +Unable to realize lifecycle traceability of the +battery cell +Enhancing lifecycle traceability and safety +Wiring and Layout +Complexity +Relies on large amounts of wiring, complex +layout and high production process +requirements +Significantly simplifies wiring and +connections, reducing layout complexity and +failure rate +Manufacturing Process +and Costs +Requires high-voltage process, higher system +cost +Uses low-voltage wafer process, simplified +assembly, lower system costs +Reliability & Scalability Complex system, limited reliability and +scalability +Modular design, simplified architecture, better +scalability and ease of maintenance +Sampling Method Serial sampling, asynchronous voltage data Supports synchronous sampling, improves +SoC accuracy +Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan +In wBMS architectures, multi-channel sampling refers to one sensor chip managing multiple battery +cells, while single-channel sampling means one sensor chip corresponds to a single cell. Multi-channel +sampling faces challenges such as complex manual assembly and limited sensor integration. In contrast, +single-channel sampling solutions, featuring higher chip-level integration, are more compatible with full +automation, enabling improved consistency, finer sensor fusion at the cell level and the potential for lower +system costs once large-scale production is realized. Looking ahead, single-channel sampling is expected +to be favored for its integration advantages and scalability, especially in next-generation wBMS systems +which require high granularity and automated manufacturing. +Comparison of Multi-Channel Sampling and Single-Channel Sampling +Comparison Dimension Multi-Cell Mode +(Multi-Channel Sampling) +Single-Cell Mode +(Single-Channel Sampling) +Costs + (based on post +mass-production) +Relatively higher overall system cost than +single-channel sampling +Higher integration, potential for lower system +cost +Assembly Complexity Requires certain manual operations of +connector and wiring +Enables full-automation assembly, improving +consistency and efficiency +Lifecycle Management Challenges tracking battery cell status across +full lifecycle +Better lifecycle management, cell status is +traceable across all stages +Sensor Fusion Capability Difficult to support multi-sensor integration Multi-sensor integration in a single chip, +easier sensor fusion, enabling better sensing +accuracy +Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan +INDUSTRY OVERVIEW +–7 7– + + +--- page 87 --- +Market Size of Global and China’s Automotive wBMS SoC Industry +The following chart illustrates the global and China’s forecast revenue of wBMS SoC industry from +2027 to 2030: +Market Size of wBMS SoC Industry by Revenue +(Global and China), 2027E-2030E +RMB Billion +Global wBMS SoC +607.4% +334.2% +457.5% +CAGR 2027E-2030E +Automotive +Energy Storage +2027E 2028E 2029E 2030E +0.1 +1.8 +10.2 +22.2 +0 +5 +10 +15 +20 +25 +0 +5 +10 +15 +20 +RMB Billion +China’s wBMS SoC +558.7% +315.7% +430.0% +CAGR 2027E-2030E +Automotive +Energy Storage +2027E 2028E 2029E 2030E +0.1 +1.5 +7.7 +16.5 +0 +5 +10 +15 +20 +Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan +The adoption of automotive wBMS SoCs is set to grow continuously in the coming years, driven by +the shift toward high-voltage EV platforms, modular battery designs and automotive OEMs’ demand for +reduced wiring, improved scalability and cost efficiency. The worldwide and China’s penetration rate of +automotive wBMS SoCs is expected to increase from less than 1% in 2027 to approximately 30% by 2030. +Leveraging its strengths in power battery and NEV development, China’s automotive wBMS SoC market +size is expected to grow rapidly. The following chart illustrates the global and China’s forecast revenue +of automotive wBMS SoC industry from 2027 to 2030: +Market Size of Automotive wBMS SoC Industry by Revenue +(Global and China), 2027E-2030E +2027E 2028E 2029E 2030E +RMB Billion +Global Automotive wBMS SoC 607.4% +CAGR 2027E-2030E +0.04 +1.0 +6.3 +15.2 +0 +2 +4 +6 +8 +10 +12 +14 +16 +2027E 2028E 2029E 2030E +RMB Billion +China’s Automotive wBMS SoC 558.7% +CAGR 2027E-2030E +0.04 +0.8 +4.8 +11.4 +0 +1 +2 +3 +4 +5 +6 +7 +8 +9 +10 +11 +12 +Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan +The market size of automotive wired BMS sensor chips has grown steadily in recent years, driven +by the rapid penetration of NEVs and the increasing demand for battery management system precision and +safety. However, as wBMS technology gradually gains adoption, the market size of automotive wired BMS +sensor chips is expected to moderately decline in the coming years, reflecting a technological shift toward +more flexible and efficient battery management architectures. +INDUSTRY OVERVIEW +–7 8– + + +--- page 88 --- +Market Size of Automotive Wired BMS Sensor Chip Industry by Revenue +(Global and China), 2021-2030E +RMB Billion +0.0 +0.2 +0.4 +0.6 +0.8 +1.0 +1.2 +1.4 +1.6 +1.8 +Global Automotive Wired +BMS Sensor Chip 37.9% 3.2% +CAGR 2021-2025 CAGR 2026E-2030E +0.3 +0.5 +0.6 +0.8 +0.9 +1.2 +1.5 +1.7 +1.6 +1.4 +2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E +RMB Billion +China’s Automotive +Wired BMS Sensor Chip 46.6% 4.5% +CAGR 2021-2025 CAGR 2026E-2030E +2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E +0.0 +0.5 +1.0 +1.5 +0.1 +0.3 0.3 +0.5 +0.6 +0.8 +1.0 +1.2 +1.1 +0.9 +Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan +Market Drivers and Developing Trends Analysis of Automotive Wireless Sensor SoC Industry +NEV growth and battery safety fuel wireless sensor SoC evolution +Amid the global transition to cleaner energy systems, the growing adoption of NEVs is driving +strong demand for automotive sensor SoCs, particularly those leveraging wireless technologies. Wireless +sensor SoCs used in applications such as wireless TPMS and wBMS are becoming key industry trends, +gradually replacing traditional wired architectures due to their complexity and added weight. For instance, +low-power Bluetooth SoCs in TPMS not only reduce wiring but also contribute to vehicle weight reduction +and extended driving range. Similarly, wBMS SoCs improve system reliability and monitoring precision +while significantly simplifying electrical layouts. As wireless sensor technologies continue to mature and +prove their value, the adoption of wireless sensor SoCs is expected to accelerate, driving the automotive +industry toward greater levels of lightweighting, digitalization and energy efficiency. +Regulatory mandates fuel the rise of wireless sensor SoCs in vehicles +Regulatory mandates and safety standards are accelerating the adoption of wireless sensor SoCs in +the automotive sector. Tighter global regulations on vehicle safety, energy efficiency, and environmental +impact are directly driving the integration of wireless sensing technologies. In China, mandatory TPMS +requirements have significantly increased TPMS penetration, while strengthening global BMS regulations +continue to stimulate advances in related sensing technologies. For instance, China’s GB 38031-2025 +Safety Requirements for Power Batteries for Electric V ehicles (Ӌ), which +will take effect in July 2026, and the EU’s New Battery Regulation, adopted in 2023 and fully effective +in August 2025, introduce new requirements for battery safety, monitoring and lifecycle management. +While neither regulation mandates the installation of wBMS SoCs, both create conditions that are expected +to accelerate their adoption. China’s GB 38031-2025 raises safety thresholds by replacing the previous +requirement of providing an early warning signal at least five minutes before a fire or explosion with a +new requirement of ensuring “no fire and no explosion” (while still requiring thermal event warnings), and +adding bottom impact tests to evaluate structural safety. These tighter standards increase the need for +faster, near-cell detection of abnormal thermal events. With wired BMS sensor solutions facing limitations +in wiring length, cost and layout for dense sensing, wBMS SoCs are expected to be adopted to enable more +responsive monitoring and improved safety coordination under the strengthened regulatory framework. +The EU regulation requires battery passports and enhanced lifecycle traceability, stipulating that from +February 18, 2027, electric-vehicle batteries, Light-Means-of-Transport (“LMT”) batteries, and +rechargeable industrial batteries with a capacity above 2 kWh must carry a battery passport containing +information such as the battery model, manufacturer, carbon footprint, recycled content and performance. +These detailed, cell-level and continuous traceability requirements are difficult to meet with wired BMS +sensor solutions, whereas wBMS SoCs offer more flexible and granular sensing that aligns with the data +INDUSTRY OVERVIEW +–7 9– + + +--- page 89 --- +and monitoring needs of the battery-passport framework. These tightening standards, combined with the +shift toward high-voltage, high-energy-density systems, are accelerating the deployment of wBMS SoCs +that offer real-time data, simplified design and enhanced safety coordination. +Wireless sensor SoCs drive smart and lightweight vehicle design +The growing complexity of intelligent vehicle functions and the industry shift toward centralized E/E +architectures are accelerating the adoption of wireless sensor SoCs in automotive applications. Wireless +sensor SoCs, leveraging technologies such as Bluetooth and UWB, offer clear advantages in reducing +cable complexity, enabling lightweight design and supporting low-latency, scalable communication. These +solutions align well with centralized computing platforms, where flexible integration of sensor data is +essential. With continued technological advancements, wireless sensor SoCs are expected to play a key +role in enabling modular, intelligent and lightweight vehicle architectures. +Battery architecture evolution accelerates adoption of wBMS SoCs +As power batteries evolve toward higher energy density, larger cell sizes and greater reliability, +traditional wired BMS architectures face mounting challenges in terms of wiring complexity, failure risk +and maintainability. The shift toward simplified battery structures, with fewer, larger cells, makes wBMS +SoC increasingly attractive. By eliminating signal cabling, wBMS SoCs reduce system complexity, +streamline assembly and improve packaging efficiency. It also enhances monitoring accuracy and +reliability, which is critical for managing large-format cells and controlling thermal propagation. In +addition, wireless architectures enable greater modularity and smarter battery system management, +aligning well with the future direction of software-defined vehicles. +Multi-scenario integration drives the emergence of platform-based wireless sensor SoCs +Automotive wireless sensor SoCs are evolving toward multi-scenario integration, giving rise to a +“platform-based” development path. SoC makers are increasingly designing versatile SoCs that combine +universal sensor interfaces, ultra-low-power wireless connectivity and embedded intelligence. These +platform-based SoCs offer high configurability and adaptability, enabling seamless integration across +various automotive subsystems. Their core technologies also align well with requirements in adjacent +sectors such as industrial automation and energy storage, facilitating cross-industry design reuse. +Competitive Landscape of Wireless Automotive SoC Industry +The global market size of wireless automotive sensor SoCs reached approximately RMB3.4 billion +in 2025. Automotive wireless sensor SoCs primarily include wireless TPMS SoCs, currently the most +mature and widely adopted category, as well as other segments, such as wBMS SoCs, which are still in +the initial phase of mass production. The top five providers collectively accounted for 69.9% of the global +market in 2025. The Company generated RMB291.2 million in revenue from wireless automotive sensor +SoCs, ranking third with a market share of 8.5% in the industry in 2025. +The market size of wireless automotive sensor SoCs in China reached approximately RMB1,340.0 +million in 2025. The top five providers collectively accounted for 62.1% of the China’s market. The +Company ranked first with a market share of 21.6% in China’s wireless automotive sensor SoC industry +in 2025. +Top 5 Wireless Automotive Sensor SoC Providers by Revenue (Global and China), 2025 +0.000000 333.333333 666.666667 1000.000000 1333.333333 1666.666667 +1 +2 +3 +4 +5 +Ranking Company Revenue (RMB Million) +Global +Market Share +Company A +Company B +The Company +Company C +Company D +1,030.0 +735.0 +291.2 +240.0 +110.0 +29.9% +21.4% +8.5% +7.0% +3.2% +69.9%Subtotal +0 100 200 300 400 500 +1 +2 +3 +4 +5 +Ranking Company Revenue (RMB Million) +China +Market Share +The Company +Company A +Company B +Company C +Company D +289.9 +230.0 +200.0 +75.0 +37.0 +21.6% +17.2% +14.9% +5.6% +2.8% +62.1%Subtotal +INDUSTRY OVERVIEW +–8 0– + + +--- page 90 --- +Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan +(1) Founded in 1999 and headquartered in Germany, Company A is a global semiconductor company listed on the Frankfurt Stock +Exchange and also traded on the U.S. OTCQX International market. The company develops, manufactures, and markets a wide +range of semiconductor-based products and solutions, including microcontrollers, power semiconductors, and sensors. Its +portfolio also encompasses wireless automotive sensor SoCs, such as wireless automotive TPMS SoCs, which enhance vehicle +safety and efficiency. +(2) Founded in 1916 and headquartered in the United States, Company B is a global industrial technology company listed on the +New Y ork Stock Exchange. It provides a broad range of sensors, controllers, and power management solutions for critical +applications across the automotive, industrial, and aerospace sectors, including wireless automotive sensor SoCs. The TPMS +SoCs of Company B are primarily supplied for its own modules. +(3) Founded in 2006 and headquartered in the Netherlands, Company C is a global semiconductor company listed on NASDAQ. +The company focuses on automotive and industrial semiconductors, offering solutions spanning sensors, microcontrollers, and +secure connectivity to address automotive functional safety requirements. Its product lineup also includes wireless automotive +sensor SoCs. +(4) Founded in 1988 and headquartered in Belgium, Company D is a semiconductor solutions provider listed on Euronext +Brussels Exchange. The company develops products for the automotive, industrial, and consumer electronics sectors, with a +strong emphasis on sensor and driver ICs. Its portfolio also includes wireless automotive sensor SoCs, delivering advanced +sensing and wireless communication solutions to vehicles. +(5) As the Company’s wBMS SoCs were still in the pre-commercialization phase in 2025, revenue from this segment has not been +included in the ranking data. +The TPMS SoC market is primarily composed of global sensor chip manufacturers alongside rapidly +emerging leading Chinese domestic chip companies in recent years. The global market size of wireless +TPMS SoCs reached approximately RMB3.1 billion in 2025. The top five wireless TPMS SoC providers +together held a 75.5% share of the global market in 2025. The Company recorded revenue of RMB291.2 +million from wireless TPMS SoCs, ranking third with a market share of 9.4% in global wireless TPMS +SoC industry in 2025. +The China’s market size of wireless automotive TPMS SoC reached approximately RMB1,210.0 +million in 2025. The top five wireless automotive TPMS SoC providers together held a 66.6% share of the +China’s market. The Company ranked first with a market share of 24.0% in China’s wireless automotive +TPMS SoC industry. +Top 5 Wireless Automotive TPMS Sensor SoC Providers by Revenue (Global and China), 2025 +0 300 600 900 1200 1500 +1 +2 +3 +4 +5 +Ranking Company Revenue (RMB Million) +Global +Market Share +Company A +Company B +The Company +Company C +Company D +1,000.0 +720.0 +291.2 +240.0 +110.0 +32.3% +23.2% +9.4% +7.4% +3.2% +75.5%Subtotal +0 100 200 300 400 500 +1 +2 +3 +4 +5 +Ranking Company Revenue (RMB Million) +China +Market Share +The Company +Company A +Company B +Company C +Company D +289.9 +220.0 +193.0 +70.0 +33.0 +24.0% +18.2% +16.0% +5.8% +2.7% +66.6%Subtotal +Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan +See footnotes (1) – (4) to the table above. +OVERVIEW OF GLOBAL AND CHINA’S WIRELESS SENSOR SOC INDUSTRY—OTHER CORE +APPLICATIONS +Introduction of Non-Automotive Core Applications of Wireless Sensor SoCs +In non-automotive core scenarios, such as industrial and energy storage sectors, wireless sensor SoCs +play a critical role in enabling device intelligence, automation and connectivity. As industries accelerate +their digital transformation and smart upgrades, these SoCs, as key components of sensing systems, are +INDUSTRY OVERVIEW +–8 1– + + +--- page 91 --- +becoming fundamental to the deployment of intelligent technologies. With advantages such as ultra-high +integration, low power consumption and real-time data processing, wireless sensor SoCs are expected to +gradually replace traditional discrete solutions. +Market Size of Global and China’s Wireless Sensor SoCs for Industrial Application +Within industrial ecosystems, wireless sensor SoCs will predominantly serve advanced +manufacturing and intelligent production monitoring scenarios. These next-generation industrial +applications will demand even more stringent technical specifications from sensor SoCs, which requires +unprecedented levels of precision and reliability in core performance metrics, and simultaneously +necessitates seamless compatibility with future Industrial IoT (“IIoT”) architectures and next-generation +automated control systems. These evolving technical requirements will collectively ensure wireless sensor +SoCs maintain optimal stability and adaptability in future smart industrial environments. +Over the past few years, both the global and China’s industrial wireless sensor SoC markets have +remained relatively small. This is mainly due to limited adoption of wireless sensor SoCs in industrial +scenarios, with usage largely restricted to applications such as TPMS SoCs in engineering and agricultural +machinery. Driven by ongoing progress in smart manufacturing and industrial digitalization, global and +China’s revenue of industrial wireless sensor SoCs is projected to increase in the coming years. The +following chart illustrates the global and China’s historical and forecast revenue of industrial wireless +sensor SoC industry from 2021 to 2030: +Market Size of Industrial Wireless Sensor SoC by Revenue +(Global and China), 2021-2030E +RMB Billion +2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E +CAGR 2026E-2030ECAGR 2021-2025 +41.6%88.0% +Global Industrial +Wireless Sensor SoC +0 +5 +10 +15 +20 +25 +0.3 0.4 0.9 2.0 +3.4 +5.4 +7.9 +11.8 +15.9 +21.7 +CAGR 2026E-2030ECAGR 2021-2025 +China’s Industrial +Wireless Sensor SoCRMB Billion 46.2%102.6% +0 +2 +4 +6 +8 +10 +0.1 0.1 0.3 0.7 +1.2 +1.9 +3.1 +4.6 +6.4 +8.9 +2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E +Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan +Market Size of Global and China’s Wireless Sensor SoCs for Energy Storage +The application of wireless sensor SoCs in energy storage primarily focuses on battery management. +These SoCs provide essential support for battery health prediction, thermal runaway prevention and +intelligent dispatching, driving the intelligent upgrade of energy storage systems. The energy storage +sector is experiencing rapid and diversified growth, spanning grid-side peak shaving and frequency +regulation, backup power for commercial, industrial and data center applications and residential +distributed storage. These scenarios place increasing demands on battery safety, maintainability and +intelligent management. Given the larger number of cells, more complex architecture and limited space in +energy storage systems, wireless sensor SoCs, with advantages such as flexible deployment, reduced +wiring and easier maintenance, are emerging as a viable alternative to traditional wired solutions. +Since wBMS SoCs have not yet been widely applied in energy storage scenarios, there is currently +no industry data available on the market size of global and China energy storage wBMS SoCs before 2027. +It is expected that wBMS SoCs will enter commercial mass production for energy storage applications in +2027. In the coming years, the global and China’s energy storage wBMS SoC markets are expected to enter +INDUSTRY OVERVIEW +–8 2– + + +--- page 92 --- +a phase of rapid expansion, driven by the ongoing global energy transition and increasing demand for +intelligent energy storage systems. The following chart illustrates the global and China’s forecast revenue +of energy storage wBMS SoC industry from 2027 to 2030: +Market Size of Energy Storage wBMS SoC by Revenue +(Global and China), 2027E-2030E +2027E 2028E 2029E 2030E +RMB Billion +Global Energy Storage wBMS SoC 334.2% +CAGR 2027E-2030E +0.09 +0.9 +3.9 +7.0 +0 +1 +2 +3 +4 +5 +6 +7 +2027E 2028E 2029E 2030E +RMB Billion +China’s Energy Storage wBMS SoC 315.7% +CAGR 2027E-2030E +0.07 +0.7 +2.9 +5.1 +0 +1 +2 +3 +4 +5 +6 +Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan +Market Drivers and Developing Trends Analysis of Non-Automotive Core Applications of Wireless +Sensor SoCs +Wireless, low power and high integration +With the increasing requirements from IIoT and energy storage systems for flexible device +deployment, simplified wiring and remote operation and maintenance, traditional sensor chips are +gradually evolving toward wireless communication, ultra-low power consumption and higher levels of +integration. Industrial and energy storage equipment often operates under demanding conditions such as +extended duty cycles, high temperatures, humidity and EMI, which raise the bar for sensor environmental +adaptability, data stability and long-term reliability. Wireless sensor SoCs, by integrating multiple sensing +interfaces, embedded edge computing and low-power wireless communication modules, enable local data +processing and real-time transmission. This helps reduce overall system power consumption and wiring +complexity, supporting more intelligent and resilient deployment in industrial and energy storage +environments. +Scaling of energy storage systems accelerates wBMS adoption +As energy storage systems scale up in size and complexity, the operational and maintenance +requirements are becoming more demanding. This trend is driving the rise of the wBMS as an ideal +solution to replace traditional wired BMS architectures. Compared with wired systems, wBMS offers +greater flexibility and scalability, allowing for streamlined design, simplified assembly and reduced wiring +complexity, which is particularly important in large-scale containerized or modular storage systems. +wBMS solutions enable fine-grained, cell-level monitoring and data collection, which is critical for +achieving safe, stable operation and full lifecycle traceability of energy storage units. This also facilitates +more efficient system upgrades and maintenance, unlocking long-term cost advantages and deployment +agility. +Embedded intelligence and edge AI integration +In industrial environments where real-time responsiveness and energy efficiency are critical, such as +predictive maintenance, machine diagnostics and adaptive robotics, the shift toward local intelligence is +accelerating. Wireless sensor SoCs for industrial application are increasingly being designed with +embedded AI processing units, enabling local analysis of sensor data and eliminating the latency and +INDUSTRY OVERVIEW +–8 3– + + +--- page 93 --- +overhead of cloud-based computing. These SoCs form a closed-loop system that supports “sense-analyze- +decide-wireless transmit” functions within milliseconds, dramatically improving system responsiveness +while reducing bandwidth and energy consumption. This evolution is especially valuable in use cases such +as automotive-grade TPMS, robotic condition monitoring and smart production line control. +Multi-modal sensing and solution oriented innovation +Application scenarios such as smart factories and intelligent energy stations are demanding higher +sensing diversity, pushing wireless sensor SoCs from single-variable detection toward multi-modal +sensing capabilities. This transformation is being accelerated by the convergence of software and hardware +innovation, giving rise to the “Sensor-as-a-Service” model. In this model, enterprises move beyond +supplying discrete hardware components to delivering complete sensing and analytics solutions. This shift +is unlocking system-level value in digital twin applications for industrial systems, as well as in smart +energy storage platforms enabled by wBMS. Multi-modal wireless SoCs capable of handling temperature, +pressure, vibration and spatial data simultaneously are becoming increasingly essential, representing a +next-generation sensing architecture that supports holistic monitoring, intelligent decision-making and +service-based delivery across industrial and energy ecosystems. +ENTRY BARRIERS OF GLOBAL AND CHINA’S WIRELESS SENSOR SOC INDUSTRY +Technology Barrier +Wireless sensor SoCs are among the most technically demanding chip categories, requiring the +integration of radiofrequency communication, high-precision sensor interfaces, signal conditioning, power +management and embedded processing within a single chip. These systems must also operate reliably in +harsh environments such as high temperature, high pressure, vibration and strong EMI particularly in +automotive and industrial applications. Designing SoCs that meet such requirements involves multi- +domain cross-functional expertise, long development cycles and significant engineering resources. The +complexity of coordinating ultra-low power operation, analog-digital conversion accuracy and +radiofrequency robustness makes this a relatively high-barrier sector, deterring new entrants lacking deep +technical reserves and proven design capability. +Certification and Environmental Validation Barrier +To enter regulated markets such as automotive, industrial automation, or energy infrastructure, +wireless sensor SoC products must undergo stringent certification processes. For automotive applications, +for example, SoCs must meet automotive-grade reliability standards such as AEC-Q100, while +industrial-grade chips often require adherence to the International Electrotechnical Commission, ISO, or +industry-specific robustness protocols. Meanwhile, in industrial and energy storage scenarios, application +environments are relatively complex, often involving large temperature fluctuations, strong +electromagnetic interference, high humidity, vibration, and dust exposure. As a result, SoCs must +demonstrate wide-temperature operation, anti-interference capability, and long-term stability through +extensive environmental and reliability validation. In addition, because these chips incorporate wireless +communication modules, they must pass protocol certifications such as Bluetooth SIG, Zigbee Alliance, +or LoRaW AN compliance testing. These certifications are time-consuming, resource-intensive and costly, +thus requiring comprehensive testing, long validation cycles and documentation. The combination of +rigorous environmental reliability verification and multi-protocol certification significantly raises the +entry threshold for new entrants, delaying time-to-market and giving established players with pre-certified +platforms an enduring competitive advantage. +Customer Barrier +Wireless sensor SoCs, especially in mission-critical sectors such as automotive, industrial machinery +and energy storage, demand high levels of reliability, consistency and proven performance over extended +timeframes. For example, in industrial and energy storage environments, chips must endure harsh +operating conditions and long-term continuous operation. This requires extensive on-site validation and +INDUSTRY OVERVIEW +–8 4– + + +--- page 94 --- +lifecycle testing to ensure performance stability and system compatibility, further reinforcing customer +dependence on established suppliers. These incumbents benefit from a compound barrier built from +technical maturity, qualification history and close customer collaboration. For new entrants, gaining +customer trust and replacing entrenched suppliers is extremely difficult without extensive field validation +and industry references. +Supply Chain Barrier +Wireless sensor SoCs rely on specialized manufacturing processes and advanced packaging +technologies, which must be supported by mature foundry platforms and backend assembly capabilities. +As a result, chip design companies need to build tightly coordinated supply chains with wafer fabs and +outsourced semiconductor assembly and test providers, with stringent requirements for production +capacity, quality control and delivery reliability. Leading players have secured access to advanced process +nodes and high-performance packaging resources, allowing them to achieve higher integration and +maintain a generation lead. This creates substantial entry barriers for new market participants, who often +face challenges in accessing critical manufacturing resources and ensuring yield and cost competitiveness. +OVERVIEW OF GLOBAL AND CHINA’S BPS SOC INDUSTRY +Introduction of BPS SoCs +BPS SoCs are a subset of BMS SoCs, specifically designed as pressure sensor chips to monitor +abnormal internal air pressure changes within a battery pack, especially in the case of thermal runaway +events. This differs from wBMS SoCs, another type of BMS SoC, which integrate AFE modules and are +primarily used to monitor battery cells within the pack, such as cell voltage. By promptly detecting early +warning signals, the BPS SoC can rapidly wake the BMS from sleep mode into active mode and trigger +protective measures, including high-voltage disconnection and accelerated cooling. +Market Size of Global and China’s BPS SoC Industry +Driven by increasingly stringent safety regulations and the rapid growth of the NEV market, the +penetration rate of BPS SoCs reached approximately 23% in the global market in 2025, and is expected +to increase from 27% in 2026 to approximately 45% by 2030. The BPS SoC market is highly concentrated, +with global mass production achieved by only two companies. One of these is the Company, while the +other is Company C, reflecting a limited number of players in this specialized segment. The Company is +the first company that launched BPS SoC globally. The Company ranked No. 1 globally in terms of the +revenue from BPS SoC products in 2025, with a market share of over 50%. The issuance of GB +38031-2025 Safety Requirements for Power Batteries for Electric V ehicles (ࠅ +Ӌ), effective from July 2026, mandates that NEV power batteries must not ignite or explode within two +hours following a thermal runaway event. This significantly raises the bar for battery safety standards and +is expected to accelerate the penetration of BPS SoCs. Meanwhile, BPS SoCs are expected to evolve +toward higher integration, lower power consumption, and faster response capabilities to support +increasingly complex BMS architectures. The following chart illustrates the global and China’s historical +and forecast revenue of BPS SoC industry from 2024 to 2030: +Market Size of BPS SoC Industry by Revenue (Global and China), 2024-2030E +2024 2025 2026E 2027E 2028E 2029E 2030E +RMB Million +0 +50 +200 +100 +150 +Global BPS SoC 24.6% +CAGR 2026E-2030E +39.7 +58.6 +79.4 +101.1 +126.1 +155.6 +191.2 +2024 2025 2026E 2027E 2028E 2029E 2030E +RMB Million +0 +50 +150 +100 +China’s BPS SoC 24.0% +CAGR 2026E-2030E +30.5 +42.4 +59.6 +75.5 +92.4 +114.8 +140.8 +Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan +INDUSTRY OVERVIEW +–8 5– + + +--- page 95 --- +OVERVIEW OF GLOBAL AND CHINA’S AUTOMOTIVE-GRADE USI SOC INDUSTRY +Introduction of Automotive-grade USI SoC +An automotive-grade USI SoC is a type of SoC specifically designed to support a diverse range of +sensor interfaces within automotive applications. These USI SoCs integrate multiple types of sensor +interfaces, including pressure sensor signal conditioning, temperature and humidity sensing, position +sensing and other vehicle sensor inputs. Engineered to meet stringent automotive requirements for +reliability, temperature tolerance and EMC, automotive-grade USI SoCs provide high-precision signal +acquisition, calibration and conversion, playing a critical role in sensor fusion and vehicle control systems. +Market Size of Global and China’s Automotive-grade USI SoC Industry +Automotive-grade USI SoCs are seeing increasing adoption as vehicles become more electrified and +intelligent. In the future, automotive-grade USI SoCs will continue to develop toward stronger +adaptability, faster response times, higher precision and better reliability and stability, leading to wider +adoption in automobile. The following chart illustrates the global and China’s historical and forecast +revenue of automotive-grade USI SoC industry from 2021 to 2030: +Market Size of Automotive-grade USI SoC Industry by Revenue +(Global and China), 2021-2030E +2021 2022 2023 2024 2025 2026E 2027E 2028E 2030E 2029E +RMB Billion +Global Automotive- +grade USI SoC 15.0% 10.6% +CAGR 2021-2025 CAGR 2026E-2030E +0 +5 +10 +15 +20 +25 +6.9 7.5 +9.0 +10.5 +12.0 +13.5 +15.0 +16.6 +18.3 +20.3 +2021 2022 2023 2024 2025 2026E 2027E 2028E 2030E 2029E +RMB Billion +China’s Automotive- +grade USI SoC 20.6% 11.4% +CAGR 2021-2025 CAGR 2026E-2030E +0 +1 +2 +3 +7 +6 +4 +5 +1.7 2.0 +2.5 +3.0 +3.7 +4.3 +4.9 +5.4 +6.0 +6.6 +Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan +The competitive landscape of automotive-grade USI SoC products is highly fragmented due to the +wide variety of USI categories. As a result, competition in this segment is intense, with numerous players +across different application areas. Companies differentiate themselves through technology innovation, +product quality and scalability. This diversity of applications and rapid technological development further +intensifies the competitive pressure in the automotive-grade USI SoC market. +COST AND RA W MATERIAL PRICE ANALYSIS OF MAJOR AUTOMOTIVE SENSOR SOCS +The cost of automotive sensor SoCs, including TPMS SoCs, wBMS SoCs, BPS SoCs, and USI SoCs, +represents a small fraction of the overall manufacturing cost of a vehicle. For example, TPMS SoCs +account for approximately 0.03% of the total vehicle cost, wBMS SoCs around 0.65%, BPS SoCs around +0.01%, and USI SoCs roughly 0.1%. The relatively low proportion is primarily due to the high total cost +of a complete vehicle, which includes structural components, powertrain systems, bodywork and other +subsystems. Despite their small cost share, these sensor SoCs are critical for vehicle safety, energy +management and intelligent functionality, enabling advanced monitoring, control, and driver assistance +features that significantly enhance the performance, reliability and user experience of modern +automobiles. +INDUSTRY OVERVIEW +–8 6– + + +--- page 96 --- +Wafers are the primary raw material for sensor SoCs. In China, the price of 8-inch wafers rose +significantly in 2021 and 2022, reaching approximately RMB3.7 thousand per wafer in 2022. This surge +was driven by the global chip shortage caused by the COVID-19 pandemic and the rising demand for +semiconductors from sectors such as AI, high-performance computing, 5G, NEVs and industrial +applications. However, with production capacity expanding at the end of 2022 and weakening market +demand leading to oversupply, prices began to gradually decline in 2023, reaching around RMB2.6 +thousand per wafer in 2025. Looking ahead, wafer prices are expected to remain broadly stable with a mild +upward trend, supported by disciplined capacity expansion and sustained demand from key downstream +applications. +Price of Semiconductor Wafers* (China), 2021-2025 +2021 2022 2023 2024 2025 +Thousand RMB per Wafer +0 +1 +2 +3 +4 +2.62.6 +3.3 +3.7 +2.9 +* Note: 8-inch wafers +Source: Interviews with industry experts by Frost & Sullivan; Frost & Sullivan +INDUSTRY OVERVIEW +–8 7– + + +--- page 97 --- +REGULATIONS ON COMPANY ESTABLISHMENT AND FOREIGN INVESTMENT +Pursuant to the PRC Company Law promulgated by the SCNPC on December 29, 1993, which was +amended on December 25, 1999, August 28, 2004, October 27, 2005, December 28, 2013, October 26, +2018 and December 29, 2023, respectively, and has come into force on July 1, 2024, the Company Law +shall apply to all companies established in the PRC. The Company Law, which regulates the establishment, +corporate structure and management of companies, also applies to foreign-invested companies. Where +laws on foreign investment provide otherwise, such provisions shall prevail. +The Foreign Investment Law of the PRC (جthe “FIL”), which was +promulgated by the NPC on March 15, 2019, and came into effect on January 1, 2020, provides that the +“foreign investment” refers to the investment activities in China carried out directly or indirectly by +foreign individuals, enterprises or other organizations (the “Foreign Investors”), including the following: +(1) Foreign Investors establishing foreign-invested enterprises in China alone or collectively with other +investors; (2) Foreign Investors acquiring shares, equities, properties or other similar rights of Chinese +domestic enterprises; (3) Foreign Investors investing in new projects in China alone or collectively with +other investors; and (4) Foreign Investors investing through other ways prescribed by laws and regulations +or the State Council. The FIL further adopts the management system of pre-establishment national +treatment and negative list for foreign investment. The “pre-establishment national treatment” refers to +granting to foreign investors and their investments, in the stage of investment access, the treatment no less +favorable than that granted to domestic investors and their investments; and the “negative list” refers to +special administrative measures for access of foreign investment in specific fields as stipulated by the +state. The FIL granted national treatment to foreign investments outside the negative list. The negative list +will be released by or upon approval of the State Council. +In December 2019, the State Council promulgated the Regulations on Implementing the Foreign +Investment Law of the PRC (ૢԷ) (the “Implementation Rules”) which +came into effect in January 2020. The Implementation Rules further clarified that the state shall encourage +and promote foreign investment, protect the lawful rights and interests in foreign investments, regulate +foreign investment administration, continue to optimize foreign investment environment and advance a +higher-level opening. +Investment activities in the PRC by foreign investors were principally governed by the Special +Administrative Measures (Negative List) for Access of Foreign Investment (2024 version) (ɝ +݄(૶ఊ) (2024وand the Catalogue of Industries for Encouraging Foreign +Investment (2022 version) ( ོᎸ̮ਠҳ༟ପุͦ፽ (2022وthe “Encouraging List”) amended and +promulgated by MOFCOM and the NDRC in October 2022. The Negative List, which came into effect on +November 1, 2024, sets out special administrative measures (restricted or prohibited) in respect of the +access of foreign investments in a centralized manner, and the Encouraging List, which came into effect +on January 1, 2023, sets out the encouraged industries for foreign investment. The Negative List cover 12 +industries, and any field not falling in the Negative List shall be administered under the principle of equal +treatment for domestic and foreign investment. Our business as currently conducted does not fall within +the confines of the Negative List and is not subject to special administrative measures. +The Measures on Reporting of Foreign Investment Information (جwas +released by MOFCOM and the SAMR on December 30, 2019, and became effective on January 1, 2020. +Foreign investors directly or indirectly conducting investment activities within the territory of China shall +submit the investment information through submission of initial reports, change reports, deregistration +reports, annual reports, etc. to the competent commerce authorities in accordance with the Measures on +Reporting of Foreign Investment Information. When submitting an annual report, a foreign-invested +enterprise shall submit the basic information on the enterprise, the information on the investors and their +actual controlling party, the enterprise’s operation and asset and liabilities information, etc., and where the +foreign investment admission special administrative measures are involved, the foreign investment +enterprise shall also submit the relevant industry licensing information. +REGULATORY OVERVIEW +–8 8– + + +--- page 98 --- +REGULATIONS ON THE INTEGRATED CIRCUIT INDUSTRIES +From 2010 to 2021, the State Council had issued a series of regulations aimed at promoting the +development of the integrated circuit industry, which include the Decision of the State Council on +Accelerating the Fostering and Development of Strategic Emerging Industries (̋Ҟ੃ԃձ೯ +֛the Notice of the State Council on Promulgation of Several Policies for Further +Encouraging the Development of Software and Integrated Circuit Industries (Ι೯ආɓӉོᎸ +ٝthe Outline for Advancing the National Integrated Circuit +Industry (ࠅMade in China (2025) ( ʕ਷Ⴁி(2025)), the Notice of the +State Council on Promulgation of Several Policies for Promoting the High-quality Development of +Integrated Circuit and Software Industries in the New Era (ආණϓཥ༩ପุձழ +ٝ.) +On January 25, 2017, the National Development and Reform Commission promulgated Strategic +Emerging Industries Key Products and Services Guidance Catalog (ኬ +ͦ፽), which includes integrated circuit chip design and services as a key product and service in the +strategic emerging industries. +On March 28, 2018, the MOF, the SA T, the National Development and Reform Commission and the +MIIT jointly promulgated the Notice on Issues Concerning Corporate Income Tax Policies for Integrated +Circuit Manufacturers (ٝwhich grants income tax +exemptions or reductions to some integrated circuit manufacturing companies. The next year, the MOF and +the SA T jointly promulgated the Announcement on Income Tax Policies for Integrated Circuit Design and +Software Enterprises (ʮѓ). Pursuant to the foregoing +provisions, integrated circuit design enterprises and software enterprises satisfying the criteria shall enjoy +an incentive period with effect from their profit-making year(s) prior to December 31, 2018, and be +exempted from enterprise income tax for the first year to the second year, and pay enterprise income tax +based on 50% off the statutory 25% tax rate from the third year to the fifth year, until the incentive period +expires. +On July 27, 2020, the Notice by the MOF, the National Development and Reform Commission, the +MIIT and Other Departments of the Measures for the Administration of Import Tax Policies for Supporting +the Development of the Integrated Circuit Industry and the Software Industry (։e +ٝbecame +effective. On the same day, the Notice by the MOF, the General Administration of Customs and the SA T +of Import Tax Policies for Supporting the Development of the Integrated Circuit Industry and the Software +Industry (ٝ) +took effect. The above notices relating to importing tax for the integrated circuit industry have made some +installment tax payment policies and import tariff exemption policies. +On March 12, 2021, the National People’s Congress of the PRC approved the Outline of the 14th +Five-year Plan (2021-2025) for National Economic and Social Development and Long-range Objectives +for 2035 (ʞϋ஝ྌձ2035ࠅwhich +clarifies that the PRC should foster advanced manufacturing clusters and promote the innovation and +development of industries such as integrated circuits, aerospace equipment, high-tech ships and ocean +engineering equipment, robots, advanced railway equipment, advanced power equipment, engineering +machinery, high-end CNC machine tools, medicine and medical equipment. +On May 21, 2022, the SA T issued the Guidelines on Tax Preference Policies for Software and +Integrated Circuit Enterprises (ˏ). For the purpose of +facilitating timely knowledge of applicable tax policies, the foregoing guidelines has clearly demonstrated +preference contents, conditions and policy basis for integrated circuit enterprises. +Pursuant to the Notice of the MOF and the SA T on the Weighted Deduction Policy for V alue-added +Tax on Integrated Circuit Enterprises (ٝ,) +which was promulgated on April 20, 2023, from January 1, 2023 to December 31, 2027, enterprises +engaged in the design, production, closed beta test, equipment and materials of integrated circuits are +allowed to deduct extra 15% of the deductible input tax in the current period from the value-added tax +payable. +REGULATORY OVERVIEW +–8 9– + + +--- page 99 --- +REGULATIONS ON INTERNET INFORMATION SECURITY, PRIV ACY PROTECTION AND +AUTOMOTIVE DATA SECURITY +Internet Information Security +On November 7, 2016, the SCNPC promulgated the Cybersecurity Law of the PRC ( ʕശɛ͏΍ձ +جthe “Cybersecurity Law”), effective as of June 1, 2017, which applies to the construction, +operation, maintenance and use of networks as well as the supervision and administration of cybersecurity +in the PRC. The Cybersecurity Law defines “network” as a system comprising computers or other +information terminals and relevant facilities used for the purpose of collecting, storing, transmitting, +exchanging and processing information in accordance with specific rules and procedures. “Network +operators”, who are broadly defined as owners and administrators of networks and network service +providers, are subject to various security protection-related obligations, including but limited to: (1) +complying with security protection obligations under graded system for cybersecurity protection +requirements, (2) formulating an emergency plan and promptly responding and handling security risks, +initiating the emergency plans, taking appropriate remedial measures and reporting to regulatory +authorities in the event comprising cybersecurity threats; and (3) following the principles of legality, +legitimacy and necessity, disclosing the rules of collection and use, making clear the purpose, mean and +scope of collection and use of information, and obtaining the consent of the person whose information is +collected. +The Data Security Law of the PRC (جwhich was promulgated by the +SCNPC on June 10, 2021 and took effect on September 1, 2021, provides that entities and individuals +carrying out data activities shall establish a data classification and grading protection system and +important data catalogs to enhance the protection of important data. Processors of important data shall +specify the person responsible for data security and management agencies to implement data security +protection responsibilities. Relevant authorities will establish the measures for the cross-border transfer of +important data. If any company violates the Data Security Law of the PRC to provide important data +outside China, such company may be punished by administration sanctions, including penalties, fines +and/or suspension of relevant business or revocation of the business license. In addition, the Data Security +Law of the PRC provides a national security review procedure for those data activities which affect or may +affect national security and imposes export restrictions on certain data and information. +On December 28, 2021, the Cyberspace Administration of China (the “CAC”) promulgated the +Measures for Cybersecurity Review (جthe “Cybersecurity Review Measures”), which +came into effect on February 15, 2022. According to the Cybersecurity Review Measures, there are two +mechanisms to trigger cybersecurity review: (1) review of voluntary declaration by enterprises, applicable +to (i) critical information infrastructure operators that intend to purchase network products and services; +(ii) a network platform operator that processes the personal information of more than one million people +intends to be listed overseas; and (2) initiation of review by regulatory authorities: for any member of the +cybersecurity review working mechanism believes that any network product or service or data processing +activity affects or is likely to affect national security. In this case, the Office of Cybersecurity Review shall +report this circumstance to the Central Cyberspace Affairs Commission for approval, and conduct a review +after approval. +On August 30, 2024, the CAC promulgated the Regulation on the Administration of Cyber Data +Security ( ၣഖᅰኽτΌ၍ଣૢԷ) (the “Cyber Data Security Regulation”), which provides more detailed +guidelines on the current rules on various aspects of data processing, including the processors’ +announcement of data processing rules, obtaining consents and separate consents, security of important +data and cross-border transfer of data, and further obligations of platform operators. +Furthermore, on July 7, 2022, the CAC promulgated the Measures on Security Assessment of +Cross-border Data Transfer (جwhich became effective on September 1, 2022. Such +data export measures requires that any data processor which processes or exports personal information +exceeding certain volume threshold under such measures shall apply for security assessment by the CAC +before transferring any personal information abroad, including the following circumstances: (1) important +REGULATORY OVERVIEW +–9 0– + + +--- page 100 --- +data will be provided overseas by any data processor; (2) personal information will be provided overseas +by any operator of critical information infrastructure or any data processor who processes the personal +information of more than 1,000,000 individuals; (3) personal information will be provided overseas by any +data processor who has provided the personal information of more than 100,000 individuals in aggregate +or has provided the sensitive personal information of more than 10,000 individuals in aggregate since +January 1 of last year; and (4) other circumstances where the security assessment is required as prescribed +by the CAC. The security assessment requirement also applies to any transfer of important data outside +of China. +Privacy Protection +Pursuant to the PRC Civil Code (Պ) promulgated by the NPC on May 28, 2020 +and effective from January 1, 2021, the personal information of a natural person shall be protected by the +law. An information processor shall not disclose or tamper with any personal information collected or +stored thereby; and without the consent of the natural person, no personal information shall be illegally +provided to any other person. +Pursuant to the Circular of the Supreme People’s Court, the Supreme People’s Procuratorate and the +Ministry of Public Security on the Punishment of Criminal Activities Infringing on Citizens’ Personal +Information in accordance with the Law (ʮ +ٝpromulgated on April 23, 2013, and the Interpretation by the Supreme +People’s Court and the Supreme People’s Procuratorate of Several Issues Concerning the Application of +Laws to the Handling of Criminal Cases of Infringing on Citizens’ Personal Information (৫e +༆ᙑ) promulgated on May 8, +2017 and effective on June 1, 2017, the following activities may constitute crimes of infringement of +citizens’ personal information: (1) providing citizens’ personal information to specific persons or +publishing citizens’ personal information on the Internet, etc., in violation of the relevant regulations; (2) +providing others with lawfully collected information about citizens without their consent (unless the +information has been processed in such a way as to make it impossible to identify a specific individual +and cannot be recovered); (3) collecting citizens’ personal information in violation of relevant regulations +or provisions in the performance of duties or the provision of services; or (4) collecting citizens’ personal +information in violation of relevant regulations through purchasing, receiving, or exchanging. +The Law of the Personal Information Protection Law of the PRC (ج) +the “Personal Information Protection Law”), which was promulgated by the SCNPC on August 20, 2021 +and became effective on November 1, 2021, consolidates separate provisions on personal information +rights and privacy protection. The Personal Information Protection Law aims to protect the personal +information rights and interests, regulate the handling of personal information, safeguard the free flow of +personal information in an orderly manner in accordance with the law, and promote the rational use of +personal information. +Automotive Data Security +On August 16, 2021, the CAC, the NDRC, the MPS, the MIIT and the MOT jointly promulgated the +Certain Provisions on the Management of Automotive Data Security (for Trial Implementation) ( ӛԓᅰ +֛(༊Б)) (the “Automotive Data Security Provisions”), which came into effect on +October 1, 2021, and is intended to regulate the collection, storage, use, processing, transmission, +provision and disclosure of personal information and critical data generated by automobile designers, +manufacturers and service providers throughout the automobile life cycle. The relevant automotive data +processors, including automobile manufacturers, parts and software providers, dealers, repair suppliers +and travel service companies, are required to process personal information and critical data in accordance +with the applicable laws during the design, manufacture, sale, operation, maintenance and management of +automobiles. Processing of personal information by automobile data processors shall be conducted with +the consent of the individual or in accordance with other circumstances stipulated by laws and regulations. +The state encourages the reasonable and effective utilization of automotive data in accordance with the +law, and advocates that automotive data processors adhere to: (1) the principle of in-vehicle processing, +REGULATORY OVERVIEW +–9 1– + + +--- page 101 --- +and avoid providing automotive data outside the vehicle unless necessary; (2) the principle of +non-collection by default, and set the state of non-collection by default each time unless otherwise set by +the driver on his/her own initiative; (3) the principle of applying the range of accuracy, and determine the +coverage and resolution of cameras, radar, etc., based on the requirements of the provided functional +service for data accuracy; and (4) the principle of desensitized processing, and anonymize and de-identify +the information whenever possible. According to the Automotive Data Security Provisions, personal +information and key data involving automobiles are in principle stored within the country, and if they need +to be made available outside the country, the competent national Internet information department will +conduct a cross-border data security assessment in conjunction with the relevant departments of the State +Council. When processing critical data, automotive data processors shall conduct risk assessments in +accordance with the regulations and submit risk assessment reports to the relevant provincial authorities. +The MIIT issued the Notice of the MIIT on Strengthening Network Security and Data Security of +Telematics (ٝon September 15, 2021. +Accordingly, all manufacturers of intelligent connected vehicles and operators of Telematics service +platforms shall establish a network security and data security management system, strengthen security +protection, monitor and prevent network security risks and threats, strengthen the security protection +capability of Telematics network facilities and network systems, safeguard Telematics communication +security, carry out Telematics security monitoring and early warning, enhance the Telematics security +emergency response, and promote the Telematics network security protection grading and filing work. The +MIIT promulgated the Guidelines for the Construction of Network Security and Data Security Standard +System for Telematics (یܸon February 25, 2022, which +clearly defines the security standards and requirements covering the terminal and facility network security, +network communication security, data security, application service security, and security guarantee and +support. +REGULATIONS ON PRODUCT LIABILITY +According to the Product Quality Law of the PRC (جpromulgated by the +SCNPC on February 22, 1993 and most recently amended on December 29, 2018, it is prohibited to +manufacture or sell products that do not comply with the standards and requirements for safeguarding +human health and the safety of persons and property. The products must not present any unreasonable risk +of endangering the safety of persons and property. A person who is injured or whose property is damaged +by the defects in the product may claim for compensation from the manufacturer or the seller. Any +producer or seller who produces or sells substandard products shall be ordered to stop production or sale, +the products illegally produced or sold shall be confiscated, and a fine shall be imposed; if there are any +illegal gains, the illegal gains shall be confiscated concurrently; and if the circumstances are serious, the +business license shall be revoked. +According to the Civil Code of the PRC, if a defect of a product causes damage to another person, +the infringed person may claim compensation against the manufacturer or the seller of the product. If the +infringer knows that the product is defective and still produces or sells it, or fails to take effective remedial +measures in accordance with the provisions of the Civil Code of the PRC, resulting in the death of another +person or serious damage to the health of another person, the infringed person shall be entitled to claim +corresponding punitive damages. If a product is defective due to the fault of a third party, such as a +transporter or warehouseman, and causes damage to another person, the producer or seller of the product +shall have the right to recover compensation from the third party after making compensation to the +infringed person. +REGULATIONS ON IMPORT AND EXPORT OF GOODS +In accordance with the Foreign Trade Law of the PRC (ج׸promulgated by +the SCNPC on May 12, 1994 and amended and effective on April 6, 2004, November 7, 2016 and +December 30, 2022 respectively, and the Notice on Matters Relating to the Filing of Consignees and +Consignors of Imported and Exported Goods (ࣩ +ٝissued by the General Administration of Customs of the PRC on January 3, 2023 and +effective on the same date, the consignee or consignor of imported or exported goods applying for filing +should obtain the qualification of the market entity, but no filing for foreign trade operators is required. +REGULATORY OVERVIEW +–9 2– + + +--- page 102 --- +According to the Customs Law of the PRC (جpromulgated by the SCNPC on +January 22, 1987, and amended on July 8, 2000, June 29, 2013, December 28, 2013, November 7, 2016, +November 4, 2017, and April 29, 2021, respectively, the consignee of imported goods, the consignor of +exported goods, and the owner of inbound and outbound goods are the taxpayers of customs duties. For +the imported and exported goods, unless otherwise provided for, customs declaration and tax payment +procedures may be completed by the consignee or consignor of the imported and exported goods, or the +consignee or consignor of import and export goods may entrust a customs declaration enterprise to +complete the customs declaration and tax payment procedures. The consignees and consignors for +imported or exported goods and the customs brokers engaged in customs declaration shall be filed with +the customs in accordance with the law. Customs declaration units refer to the consignee or consignor of +the imported and exported goods and the customs declaration enterprises filed with the customs in +accordance with the Regulations of the PRC on the Administration of the Record of Customs Declaration +Units (֛promulgated by the General Administration of +Customs of the PRC on November 19, 2021 and becoming effective as of January 1, 2022. Where the +consignee or consignor of imported or exported goods or a customs declaration enterprise applies for +filing, it shall obtain the qualification of market entities. +Pursuant to the Regulations of the PRC on the Administration of Import and Export of Goods ( ʕശ +ආ̈ɹ၍ଣૢԷ) (“Regulations on the Administration of Import and Export of Goods”) +promulgated by the State Council on December 10, 2001 and last amended on March 10, 2024, which came +into effect on May 1,2024, enterprises engaged in the trade activities of importing goods into the territory +of the PRC or exporting goods outside of China must comply with the Regulations on the Administration +of Import and Export of Goods. Goods whose import or export is prohibited shall not be imported or +exported; goods whose import or export is restricted shall be subject to a licensing or quota system; and +goods whose import or export is free shall not be subject to restriction. The consignee of imported goods +or the consignor of exported goods shall submit an automatic import and export license, an import and +export license or a quota certificate to the customs for customs clearance. +The Export Control Law of the PRC (جthe “Export Control Law”) came +into force on December 1, 2020. The Export Control Law is China’s first comprehensive and integrated +export control law, which sets out provisions for the export control of dual-use goods, military supplies, +nuclear energy products, goods related to the protection of national security and interests and other +commodities, science and technology, services and goods, as well as fulfilling the responsibilities related +to the international prohibition of nuclear proliferation. +REGULATIONS ON INTELLECTUAL PROPERTY RIGHTS +Patents +According to the Patent Law of the PRC (جpromulgated by the SCNPC on +March 12, 1984, and most recently amended on October 17, 2020, the Implementation Rules of the Patent +Law of the PRC (ۆpromulgated by the State Council on June 15, 2001, +and revised on December 28, 2002, January 9, 2010 and December 11, 2023, respectively, the patent +administrative department under the State Council is responsible for the administration of patent-related +work nationwide and the patent administration departments of provincial or autonomous regions or +municipal governments are responsible for administering patents within the respective administrative +areas. The Patent Law and Implementation Rules of the Patent Law provide three types of patents, namely +“inventions,” “utility models” and “designs.” Invention patents are valid for twenty years, utility model +patents are valid for ten years, and since June 1, 2021, the validation period for design patents whose +application date is after June 1, 2021 has been extended to fifteen years in each case from the date of +application. The Chinese patent system adopts a “first come, first file” principle, which means that where +more than one person files a patent application for the same invention, utility model or design, a patent +will be granted to the person who files the application first. An invention or a utility model must possess +novelty, inventiveness and practical applicability to be patentable. Third Parties must obtain consent or a +proper license from the patent owner to use the patent. Otherwise, the unauthorized use constitutes an +infringement on the patent rights. +REGULATORY OVERVIEW +–9 3– + + +--- page 103 --- +Trademarks +Pursuant to the Trademark Law of the PRC (جwhich was promulgated on +August 23, 1982 and last amended on April 23, 2019 and came into effect on November 1, 2019, the +Implementation Regulations of the Trademark Law of the PRC (ૢԷ) which +were issued on August 3, 2002 and last amended on April 29, 2014, the Trademark Office under the China +National Intellectual Property Administration of the PRC, (the “Trademark Office”), shall handle +trademark registrations and grant a term of 10 years to registered trademarks, which may be renewed for +an additional ten year period upon request from the trademark owner. The Trademark Law of the PRC has +adopted a “first-to-file” principle with respect to trademark registration. Where an application for +trademark for which application for registration has been made is identical or similar to another trademark +which has already been registered or is under preliminary examination and approval for use on the same +kind of or similar commodities or services, the application for registration of such trademark may be +rejected. Any person applying for the registration of a trademark may not prejudice the existing right of +others, nor may any person register in advance a trademark that has already been used by another party +and has already gained a “sufficient degree of reputation” through such party’ s use. A trademark registrant +may, by entering into a trademark licensing contract, license another party to use its registered trademark. +Where another party is licensed to use a registered trademark, the licenser shall report the license to the +Trademark Office for recordation, and the Trademark Office shall publish it. An unrecorded license may +not be used as a defense against a third party in good faith. +Domain Names +Domain names are protected under the Administrative Measures on the Internet Domain Names ( ʝ +جpromulgated by the MIIT on August 24, 2017 and became effective on November 1, +2017. The MIIT is the major regulatory authority of domain names. The registration of domain names in +China is on a “first-apply-first-registration” basis. A domain name applicant will become the domain name +holder upon completion of the application procedure. +Copyright and Software Registration +According to the Copyright Law of the PRC (جwhich was promulgated by +the SCNPC on September 7, 1990 and implemented on June 1, 1991, and finally revised on November 11, +2020 and came into effect on June 1, 2021, and the Implementation Regulations of the Copyright Law of +the PRC (ૢԷ) promulgated by the State Council on August 2, 2002 and +implemented on September 15, 2002, and finally revised on January 30, 2013. Copyright holders enjoy a +variety of personal and property rights, including the right of publication, the right of authorship, the right +of reproduction, and the right of communication of information on networks. +Pursuant to the Regulation on Computer Software Protection (ᚐૢԷ) promulgated on +June 4, 1991 by the State Council and last amended on January 30, 2013 and the Measures for the +Registration of Computer Software Copyright (جpromulgated on April 6, 1992 +and last amended by the National Copyright Administration on February 20, 2002, the National Copyright +Administration is mainly responsible for the registration and management of software copyright in China +and recognizes the China Copyright Protection Center as the software registration organization. The China +Copyright Protection Center shall grant certificates of registration to computer software copyright +applicants in compliance with the regulations of the Measures for the Registration of Computer Software +Copyright and the Regulation on Computers Software Protection. +Trade Secrets +According to the PRC Anti-Unfair Competition Law (جن,) +promulgated by the SCNPC in September 1993, as amended on November 4, 2017, April 23, 2019 and +June 27, 2025, which will come into effect as of October 15, 2025, respectively, the term “trade secrets” +refers to technical and business information that is unknown to the public, has utility, may create business +interests or profits for its legal owners or holders, and is maintained as a secret by its legal owners or +REGULATORY OVERVIEW +–9 4– + + +--- page 104 --- +holders. Under the PRC Anti-unfair Competition Law, business persons are prohibited from infringing +others’ trade secrets by: (1) obtaining the trade secrets from the legal owners or holders by any unfair +methods such as theft, bribery, fraud, coercion, electronic intrusion, or any other illicit means; (2) +disclosing, using or permitting others to use the trade secrets obtained illegally under item above; (3) +disclosing, using or permitting others to use the trade secrets, in violation of any contractual agreements +or any requirements of the legal owners or holders to keep such trade secrets in confidence; or (4) +instigate, induce or assist others to violate confidentiality obligation or to violate a rights holder’s +requirements on keeping confidentiality of commercial secrets, so as to disclose, use or allow others to use +the commercial secrets of the rights holder. If a third party knows or should have known of the +above-mentioned illegal conduct but nevertheless obtains, uses or discloses trade secrets of others, the +third party may be deemed to have committed a misappropriation of the others’ trade secrets. The parties +whose trade secrets are being misappropriated may petition for administrative corrections, and regulatory +authorities may stop any illegal activities and fine infringing parties. +REGULATIONS ON ENVIRONMENTAL PROTECTION AND FIRE PREVENTION +Environment Impact Assessment +Pursuant to the Environmental Protection Law of the PRC (ج) +promulgated by the SCNPC on December 26, 1989 and amended on April 24, 2014, the Administrative +Regulations on the Environmental Protection of Construction Project (ᚐ၍ଣૢԷ) (the +“Construction Environmental Protection Rules”), promulgated by the State Council on November 29, 1998 +and amended on July 16, 2017, and other relevant environmental laws and regulations, enterprises which +plan to construct projects shall submit or fill in assessment report, assessment form, or registration form +on the environmental impact of such projects to relevant environmental protection administrative authority +for approval or recording. Construction entities may entrust a technical institution to conduct an +environmental impact assessment of its construction projects and prepare the assessment reports and +assessment forms on the environmental impact of construction projects. If the construction entities have +the technical capability of environmental impact assessment, it may carry out the above activities by itself. +Pursuant to the Environmental Impact Assessment Law of the PRC ( ʕശɛ͏΍ձ਷ᐑྤᅂᚤ൙ᄆ +جpromulgated by the SCNPC on October 28, 2002 and amended on July 2, 2016 and December 29, 2018 +respectively, for any construction projects have an impact on the environment, the construction entity is +required to produce either a report, or a form, or a registration form on such environmental impact +depending on the seriousness of the impact that may be exerted on the environment. +The Construction Environmental Protection Rule also requires that upon completion of construction +for which an environmental impact report or environmental impact statement is formulated, the +constructor shall conduct an acceptance inspection of the environmental protection facilities pursuant to +the standards and procedures stipulated by the environmental protection administrative authorities of the +State Council, formulate the acceptance inspection report, and announce the acceptance inspection report +pursuant to the law except for circumstances where there is a need to keep confidentiality pursuant to the +provisions of the state. Where the environmental protection facilities have not undergone acceptance +inspection or do not pass acceptance inspection, the construction project shall not be put into production +or use. +Completion and Acceptance +The Interim Measures for Acceptance of Environmental Protection upon Completion of Construction +Projects (جwas promulgated and implemented by the former Ministry +of Environmental Protection (now the Ministry of Ecology and Environment) on November 20, 2017. The +Measures regulates the procedures and standards for environmental protection independent acceptance by +construction units upon the completion of construction projects. +REGULATORY OVERVIEW +–9 5– + + +--- page 105 --- +Pollutant Discharge +According to the Catalog of Classified Administration of Pollutant Discharge License for Stationary +Pollution Sources (2019 V ersion) (๕રϮ஢̙ʱᗳ၍ଣΤ፽(2019وissued by the Ministry +of Ecology and Environment on December 20, 2019, key management, simplified management and +registration management of pollutant discharge permits are implemented according to factors such as the +amount of pollutants generated, the amount of emissions, the degree of impact on the environment, etc., +and only pollutant discharge entities that implement registration management do not need to apply for a +pollutant discharge permit. +Fire Protection Design Approval and Filing +The Fire Protection Law of the PRC (جthe “Fire Protection Law”) was +adopted on April 29, 1998 and latest amended on April 29, 2021. According to the Fire Protection Law +and other relevant laws and regulations of the PRC, the Emergency Management Authority of the State +Council and its local counterparts at or above county level shall monitor and administer the fire protection +affairs. The Fire and Rescue Department of the People’s Government are responsible for implementation. +The Fire Protection Law provides that the fire protection design or construction of construction projects +shall comply with the national technical standards for fire protection. Pursuant to the Interim Provisions +on the Administration of Fire Protection Design Review and Final Inspection of Construction Projects (ܔ +֛issued by the Ministry of Housing and Urban-rural Development +on April 1, 2020 and amended on August 21, 2023, special construction projects as defined under such +Interim Provisions shall be subject to fire protection design review and fire protection final inspection, +construction projects other than such special construction projects shall be submitted to the competent +authorities for record-filing of project fire protection design and acceptance. +REGULATION ON PRODUCTION SAFETY +Pursuant to the Production Safety Law of the PRC (جwhich was +promulgated on June 29, 2002 and amended on August 27, 2009, August 31, 2014 and June 10, 2021, a +business entity shall establish, improve and implement a production safety responsibility system and +production safety rules and systems for all employees, increase efforts to guarantee the input of funds, +materials, technology, and personnel in production safety, and improve production safety conditions. +Business entities shall provide their employees with production safety education and training to ensure +that their employees have necessary production safety knowledge, are familiar with the relevant +production safety policies and rules and safe operating procedures, possess the safe operating skills for +their respective posts, know the emergency response measures for accidents, and are informed of their +rights and obligations in production safety. Employees failing the production safety education and training +shall not take their posts. +REGULATIONS ON REAL ESTATES +Pursuant to the Land Administration Law of the PRC (جpromulgated by +the SCNPC on June 25, 1986, latest amended on August 26, 2019 and became effective on January 1, 2020, +the PRC applies a system of control over the purposes of use of land, including land for agriculture, land +for construction and unused land. All units and individuals shall use land in strict compliance with the +purposes of use defined in the overall plans for land utilization. Registration of the ownership and the right +to the use of land shall be governed by the laws and administrative regulations relating to real estate +registration and the legally registered ownership and right to the use of land shall be protected by law and +may not be infringed upon by any entities or individuals. +Pursuant to the Interim Regulations Concerning the Assignment and Transfer of the Right to the Use +of the State-owned Land in the Urban Areas (2020 Revision) (ᕄ਷ϞɺήԴ͜ᛆ̈ᜫձᔷᜫᅲБૢԷ +(2020ࠈࡌpromulgated by the State Council on November 29, 2020, a system of assignment and transfer +of the right to use state-owned land was adopted. A land user shall pay land premiums to the state as +consideration for the assignment of the right to use a land site within a certain term, and the land user who +REGULATORY OVERVIEW +–9 6– + + +--- page 106 --- +obtained the right to use the land may transfer, lease out, mortgage, or otherwise commercially exploit the +land within the term of use. Under the Interim Regulations on Assignment and Transfer of the Rights to +the Use of the State-owned Urban Land, the local land administration authority may enter into an +assignment contract with the land user for the assignment of land use rights. The land user is required to +pay the land premium as provided in the assignment contracts. After paying the total amount of the +assignment fee, the land user shall go through the registration thereof, obtain the certificate for land use +to evidence the acquisition of the land use right. +The Interim Regulations on Real Estate Registration ( ʔਗପ೮াᅲБૢԷ), promulgated by the +State Council on November 24, 2014, which was amended on March 24, 2019 and March 10, 2024, became +effective on May 10, 2024, and the Implementing Rules of the Interim Regulations on Real Estate +Registration (ۆpromulgated by the Ministry of Land and Resources on +January 1, 2016, which was amended on July 16, 2019 and May 9, 2024, provide that, among other things, +the state implements a uniform real estate registration system and the registration of real estate shall +follow the principles of strict administration, stability, continuity and convenience for the masses. +According to the Administrative Measures for Commodity House Leasing (ج) +which was promulgated by the Ministry of Housing and Urban-Rural Development on December 1, 2010 +and came into effect on February 1, 2011, the parties to a commodity house lease shall complete the lease +registration with the competent construction (real-estate) departments of the municipalities directly under +the Central Government, cities and counties where the leased property is located within 30 days after the +lease is executed. The competent construction (real estate) departments of the municipalities directly under +the Central Government, cities and counties shall order the lease record filing to make corrections within +a prescribed time limit, and shall impose a fine below RMB1,000 on individuals who fail to rectify within +the specified time limit, and a fine between RMB1,000 and RMB10,000 on institutions which fail to +rectify within the specified time limit. +REGULATIONS ON EMPLOYMENT AND SOCIAL WELFARE +Employment +The major PRC laws and regulations that govern employment relationship are the Labor Law of the +PRC (جthe Labor Contract Law of the PRC (جthe +“Labor Contract Law”), or the Labor Contract Law and its implementation, which impose stringent +requirements on the employers in relation to entering into fixed-term employment contracts, hiring of +temporary employees and dismissal of employees. +The Labor Contract Law, which became effective on January 1, 2008, primarily aims at regulating +rights and obligations of employment relationships, including the establishment, performance and +termination of labor contracts. Pursuant to the Labor Contract Law, labor contracts must be executed in +writing if labor relationships are to be or have been established between employers and employees. +Employers are prohibited 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 Labor 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 equal pay with full-time employees for equal work. Employers are only allowed +to use dispatched workers for temporary, auxiliary or substitutive positions. According to the Interim +Provisions on Labor Dispatch (֛promulgated by the Ministry of Human Resources and +Social Security and came into effect on March 1, 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 +–9 7– + + +--- page 107 --- +Social Insurance +According to the Decision of the State Council on Establishing the Basic Medical Insurance System +for Urban Employees (֛which was issued on +December 14, 1998 and the Decision of the State Council on Improving the Basic Endowment Insurance +System for Enterprise Employees (֛which was issued +on December 3, 2005, all urban employers, including enterprises (including but not limited to state-owned +enterprises, collective enterprises, foreign-invested enterprises, private enterprises), government agencies, +public institutions, social organizations, private non-enterprise units and their employees, must participate +in basic medical insurance, and all urban enterprise employees, individual industrial and commercial +households and flexible employment personnel must participate in the basic pension insurance for +enterprise employees. +The Social Insurance Law of the PRC (جthe “Social Insurance Law”), +issued by the SCNPC on October 28, 2010 and last amended on December 29, 2018, the Regulations on +Occupational Injury Insurance (ᎈૢԷ) effective as of January 1, 2004 and as amended on +December 20, 2010, the Interim Measures concerning the Maternity Insurance for Enterprise Employees +(جeffective as of January 1, 1995, Unemployment Insurance Regulations ( ̰ +ᎈૢԷ) effective as of January 22, 1999, have established social insurance systems of basic pension +insurance, basic medical insurance, work-related injury insurance, unemployment insurance and maternity +insurance and has elaborated in detail the legal obligations and liabilities of employers who fail to 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 (ᎈ൬ᅄᖮᅲБ +ૢԷ) promulgated by the State Council on January 22, 1999 and most recently amended on March 24, +2019 and effective from the same date, enterprises shall register social insurance with local social +insurance and pay or withhold relevant social insurance for or on behalf 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 subject to a late fee. If the employer still fails +to rectify the failure to make the relevant contributions within the prescribed time, it may be subject to +a fine ranging from one to three times the amount overdue. +On July 31, 2025, the Supreme People’s Court issued Interpretation (II) of the Supreme People’s +Court on Issues Concerning the Application of Law in the Trial of Labor Dispute Cases (৫ᗫ +༆ᙑ(ɚ)), which took effect on September 1, 2025. It stipulates that +where the employer and the laborer agree, or the laborer promises the employer, that there is no need to +pay social insurance premiums, the people’s court shall determine that such agreement or promise is +invalid. Where the employer fails to pay social insurance premiums in accordance with the law, and the +laborer requests to terminate the labor contract and for the employer to pay economic compensation in +accordance with item (3), Article 38 of the Labor Contract Law, the people’s court shall support such claim +in accordance with the law. Where the circumstances in the preceding paragraph exist, and the employer, +after making up the social insurance premiums in accordance with the law, requests the laborer to return +the social insurance compensation already paid, the people’s court shall support such claim in accordance +with the law. This provision aims to clarify the mandatory obligation to pay social insurance premiums and +protect the legitimate rights and interests of employees as well as social public interests. +Housing Provident Fund +In accordance with the Regulations on the Administration of Housing Provident Funds (ږ +၍ଣૢԷ) promulgated by the State Council on April 3, 1999, and amended on March 24, 2002 and March +24, 2019, enterprises must register at the designated administrative centers and open bank accounts for +depositing employees’ 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 preceding year in full and on time. +REGULATORY OVERVIEW +–9 8– + + +--- page 108 --- +In case of overdue payment or underpayment by employers, orders for payment within a specified +period will be made by the housing fund management center. Where employers fail to make payment +within such period, 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 center +shall order employers to go through the formalities within a specified period, where employers fail to do +such formalities within the prescribed time, a fine of not less than RMB10,000 nor more than RMB50,000 +shall be imposed. +REGULATIONS ON FOREIGN EXCHANGE +On January 29, 1996, the State Council promulgated the Administrative Regulations on Foreign +Exchange of the PRC ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ) which became effective on April 1, 1996 and was +amended on January 14, 1997 and August 5, 2008. Foreign exchange payments under current account +items shall, pursuant to the administrative provisions of the foreign exchange control department of the +State Council on payments of foreign currencies and purchase of foreign currencies, be made using +self-owned foreign currency or foreign currency purchased from financial institutions engaging in +conversion and sale of foreign currencies by presenting the valid document. Domestic entities and +domestic individuals making overseas direct investments or engaging in issuance and trading of overseas +securities and derivatives shall process registration formalities pursuant to the provisions of the foreign +exchange control department of the State Council. +On November 19, 2012, SAFE issued the Circular of Further Improving and Adjusting Foreign +Exchange Administration Policies on Foreign Direct Investment (ආɓӉҷආձሜ዆ +ٝthe “SAFE Circular 59”), which came into effect on December 17, 2012 +and was revised on May 4, 2015, October 10, 2018 and partially abolished on December 30, 2019. The +SAFE Circular 59 aims to simplify the foreign exchange procedure and promote the facilitation of +investment and trade. According to the SAFE Circular 59, the opening of various special purpose foreign +exchange accounts, such as pre-establishment expenses accounts, foreign exchange capital accounts and +guarantee accounts, the reinvestment of RMB proceeds derived by foreign investors in the PRC, and +remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign +shareholders no longer require the approval or verification of SAFE, as well multiple capital accounts for +the same entity may be opened in different provinces. Later, SAFE promulgated the Circular on Further +Simplifying and Improving Foreign Exchange Administration Policies in Respect of Direct Investment ( ᗫ +ٝin February 2015, which was partially abolished in +December 2019 and prescribed that the bank instead of SAFE can directly handle the foreign exchange +registration and approval under foreign direct investment while SAFE and its branches indirectly supervise +the foreign exchange registration and approval under foreign direct investment through the bank. +On May 10, 2013, SAFE issued the Administrative Provisions on Foreign Exchange in Domestic +Direct Investment by Foreign Investors (֛the “SAFE Circular +21”), which became effective on May 13, 2013, amended on October 10, 2018 and partially abolished on +December 30, 2019. The SAFE Circular 21 specifies that the administration by SAFE or its local branches +over direct investment by foreign investors in the PRC must be conducted by way of registration and banks +must process foreign exchange business relating to the direct investment in the PRC based on the +registration information provided by SAFE and its branches. +According to the Notice on Relevant Issue Concerning the Administration of Foreign Exchange for +Overseas Listing (ٝissued by SAFE on December 26, 2014, the +domestic companies shall register the overseas listed with the foreign exchange control bureau located at +its registered address in 15 working days after completion of the overseas listing and issuance. The funds +raised by the domestic companies through overseas listing may be repatriated to China or deposited +overseas, provided that the intended use of the fund shall be consistent with the contents of the document +and other public disclosure documents. +REGULATORY OVERVIEW +–9 9– + + +--- page 109 --- +According to the Notice of the State Administration of Foreign Exchange on Reforming the +Management Mode of Foreign Exchange Capital Settlement of Foreign Investment Enterprises (̮ි +ٝthe “SAFE Circular 19”) promulgated on +March 30, 2015, coming effective on June 1, 2015 and partially abolished on December 30, 2019, +foreign-invested enterprises could settle their foreign exchange capital on a discretionary basis according +to the actual needs of their business operations. Whilst, foreign-invested enterprises are prohibited to use +the foreign exchange capital settled in Renminbi (1) for any expenditures beyond the business scope of +the foreign-invested enterprises or forbidden by laws and regulations; (2) for direct or indirect securities +investment; (3) to provide entrusted loans (unless permitted in the business scope), repay loans between +enterprises (including advances by third parties) or repay RMB bank loans that have been on-lent to a third +party; and (4) to purchase real estates not for self-use purposes (save for real estate enterprises). +On October 23, 2019, SAFE promulgated the Notice on Further Facilitating Cross-border Trade and +Investment (ٝwhich became effective on the +same date (except for Article 8.2, which became effective on January 1, 2020). The notice canceled +restrictions on domestic equity investments made with capital funds by non-investing foreign-funded +enterprises. In addition, restrictions on the use of funds for foreign exchange settlement of domestic +accounts for the realization of assets have been removed and restrictions on the use and foreign exchange +settlement of foreign investors’ security deposits have been relaxed. Eligible enterprises in the pilot area +are also allowed to use revenues under capital accounts, such as capital funds, foreign debts and overseas +listing revenues for domestic payments without providing materials to the bank in advance for authenticity +verification on an item by item basis, while the use of funds should be true, in compliance with applicable +rules and conforming to the current capital revenue management regulations. +REGULATIONS ON TAXATION +Enterprise Income Tax (“EIT”) +According to the Enterprise Income Tax Law of the PRC (جthe “EIT +Law”), promulgated by the SCNPC on March 16, 2007, which became effective on January 1, 2008 and +was amended on February 24, 2017, December 29, 2018 and December 6, 2024, and the Implementation +Rules of the EIT Law (ૢԷ), promulgated by the State Council on +December 6, 2007, which became effective on January 1, 2008, and amended on April 23, 2019, a +domestic enterprise which is established within the PRC in accordance with the laws or established in +accordance with any laws of foreign country (region) but with an actual management entity within the PRC +shall be regarded as a resident enterprise. A resident enterprise shall be subject to an EIT of 25% of any +income generated within or outside the PRC. A preferential EIT rate shall be applicable to any key industry +or project which is supported or encouraged by the state. High and new technology enterprises (“HNTEs”) +which are supported by the state may enjoy a reduced EIT rate of 15%. +According to the Notice of the MOF and the SA T on Implementing the Inclusive Tax Deduction and +Exemption Policies for Micro and Small Enterprises (೼ +ٝduring the period from January 1, 2019 to December 31, 2021, the annual taxable +income of small low-profit enterprises that is not more than RMB1 million shall be included in its taxable +income at the reduced rate of 25% with the applicable enterprise income tax rate of 20%. According to +the Announcement on Implementation of Income Tax Incentives for Micro and Small Enterprises and +Individually-owned Businesses (ʮѓ) and the +Announcement of the State Taxation Administration on Matters Concerning the Implementation of +Preferential Income Tax Policies Supporting the Development of Small Low-Profit Enterprises and +Individual Industrial and Commercial Households (᜗ʈਠ +ʮѓ), during the period from January 1, 2021 to December 31, 2022, +the annual taxable income of a small low-profit enterprise that is not more than RMB1 million shall be +included in its taxable income at the reduced rate of 12.5%, with the applicable enterprise income tax rate +of 20%. According to the Notice of the MOF and the SA T on the Income Tax Incentives to Small and Micro +Enterprises and Privately-owned Businesses (੻೼Ꮄ +ʮѓ) and the Notice of the MOF and the SA T on the Relevant Tax and Fee Policies for Further +REGULATORY OVERVIEW +– 100 – + + +--- page 110 --- +Supporting the Development of Micro and Small Enterprises and Individual Industrial and Commercial +Households (ʮѓ), which +shall be in force from January 1, 2023 to December 31, 2027, for the annual taxable income of a small +and low-profit enterprise, the portion not exceeding RMB1 million shall be treated as 25% for the purpose +of taxable income calculation and subject to the enterprise income tax rate of 20%. +Value-Added Tax (“V AT”) +Pursuant to the Provisional Regulations of the PRC on V alue-added Tax (೼ᅲ +БૢԷ), promulgated by the State Council on December 13, 1993 and newly amended on November 19, +2017, and the Detailed Rules for the Implementation of the Provisional Regulations of the PRC on +V alue-added Tax (ۆpromulgated by the MOF and the SA T on +December 25, 1993 and latest amended on October 28, 2011 and came into effect on November 1, 2011 +(collectively, the “V A T Law”), all enterprises and individuals engaged in the sale of goods, the provision +of processing, repairing and replacement of services, and the importation of goods within the territory of +the PRC must pay value-added tax. On November 19, 2017, the State Council promulgated the Decisions +on Abolition of the Provisional Regulations of the PRC on Business Tax and Revision of the Provisional +Regulations of the PRC on V alue-added Tax (ᄻ˟<ʕശɛ͏΍ձ਷ᐄุ೼ᅲБૢԷ>ҷ<ʕശɛ +೼ᅲБૢԷ>֛the “Order 691”). According to the V A T Law and Order 691, all +enterprises and individuals engaged in the sale of goods, the provision of processing, repairing and +replacement of services, sales of services, intangible assets, real property and the importation of goods +within the territory of the PRC are taxpayers of V A T and shall pay the V A T in accordance with the law +and regulation. The V A T rates generally applicable are simplified as 17%, 11%, 6% and 0%, and the V A T +tax rate applicable to the small-scale taxpayers is 3%. The Notice of the MOF and the SA T on Adjusting +V alue-added Tax Rates (ٝwas promulgated on April 4, +2018 and came into effect on May 1, 2018. The V A T tax rates of 17% and 11% are changed to 16% and +10%, respectively. On March 20, 2019, the MOF, the SA T and the General Administration of Customs +jointly promulgated the Announcement on Policies for Deepening the V A T Reform (ࠧ +ʮѓ) (the “Notice 39”), which came into effect on April 1, 2019. Pursuant to Notice 39, the +tax rate of 16% applicable to the V A T taxable sale or import of goods shall be adjusted to 13%, and the +tax rate of 10% applicable thereto shall be adjusted to 9%. +REGULATIONS ON THE H SHARE FULL CIRCULATION +“Full Circulation” means listing and circulating on the stock exchange of the domestic unlisted +shares of an H-share listed company, including unlisted shares held by domestic shareholders prior to +overseas listing, unlisted shares additionally issued after overseas listing and unlisted shares held by +foreign shareholders. On November 14, 2019, the CSRC issued the Guidelines for the “Full Circulation” +Program for Domestic Unlisted Shares of H-share Listed Companies (H΅͡ሗ“ݴ +ஷ”ˏ) (the “Guidelines for the Full Circulation”), which was revised on August 10, 2023. +According to the Guidelines for the Full Circulation, shareholders of domestic unlisted shares may +determine by themselves through consultation the amount and proportion of shares, for which an +application will be filed for circulation, provided that the requirements laid down in the relevant laws and +regulations and set out in the policies for state-owned asset administration, foreign investment and +industry regulation are met, and the corresponding H-share listed company may be entrusted to file with +the CSRC. And domestic companies limited by shares that have not been listed may file with the CSRC +for the “Full Circulation” at the time of their initial public offering and listing overseas. +On December 31, 2019, China Securities Depository and Clearing Corporation Limited (“CSDC”) +and the Shenzhen Stock Exchange (the “SZSE”) jointly announced the Measures for Implementation of +H-share Full Circulation Business (Hٰ“ஷ”ۆthe “Measures for Implementation”). The +businesses in relation to the H-share full circulation business, such as cross-border transfer registration, +maintenance of deposit and holding details, transaction entrustment and instruction transmission, +settlement, management of settlement participants, services of nominal holders, etc. are subject to the +Measures for Implementation. +REGULATORY OVERVIEW +– 101 – + + +--- page 111 --- +Regulations Relating to Overseas Securities Offering and Listing +The CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and +Listing by Domestic Companies (جand five relevant +guidelines on February 17, 2023, which took effect on March 31, 2023. The Overseas Listing Trial +Measures comprehensively reformed the regulatory regime for overseas offering and listing of PRC +domestic companies’ securities, either directly or indirectly, into a filing-based system. +According to the Overseas Listing Trial Measures, the PRC domestic companies that seek to offer +and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing +procedure with the CSRC and report relevant information. The Overseas Listing Trial Measures provides +that an overseas listing or offering is explicitly prohibited, if any of the following applies: (i) such +securities offering or listing is explicitly prohibited by provisions in PRC laws, administrative regulations +or relevant state rules; (ii) the proposed securities offering or listing may endanger national security as +reviewed and determined by competent authorities under the State Council in accordance with laws; (iii) +the domestic company intending to be listed or offer securities in overseas markets, or its controlling +shareholder(s) and the actual controller, have committed crimes such 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 be listed or offer securities in +overseas markets is currently under investigations for suspicion of criminal offenses or major violations +of laws and regulations, and no conclusion has yet been made thereof; or (v) there are material ownership +disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s) +that are controlled by the controlling shareholder(s) and/or actual controller. +Where an issuer submits an application for initial public offering to competent overseas regulators, +filing application with the CSRC shall be submitted within three business days thereafter. Subsequent +securities offering of an issuer in the same overseas market where it has previously offered and listed +securities shall be filed with the CSRC within three business days after the offering is completed. +Subsequent securities offering and listing of an issuer in other overseas markets shall be filed as initial +public offering. +Moreover, upon the occurrence of any of the material events specified below after an issuer has +offered and listed securities in an overseas market, the issuer shall submit a report thereof to CSRC within +three working days after the occurrence and public disclosure of the event: (1) change of control; (2) +investigations or sanctions imposed by overseas securities regulatory agencies or other relevant competent +authorities; (3) change of listing status or transfer of listing segment; and (4) voluntary or mandatory +delisting. Where an issuer’s main business undergoes material changes after overseas offering and listing, +and is therefore beyond the scope of business stated in the filing documents, such issuer shall submit to +the CSRC an ad hoc report and a relevant legal opinion issued by a domestic law firm within three working +days after occurrence of the changes. +On February 24, 2023, the CSRC and other relevant government authorities promulgated the +Provisions on Strengthening the Confidentiality and Archives Administration of Overseas Securities +Issuance and Listing by Domestic Enterprises (၍ +֛the “Provision on Confidentiality”), which took effect on March 31, 2023. Pursuant to the +Provision on Confidentiality, where a domestic enterprise provides or publicly discloses to the relevant +securities companies, securities service institutions, overseas regulatory authorities and other entities and +individuals, or provides or publicly discloses through its overseas listing subjects, documents and +materials involving state secrets and working secrets of state organs, it shall report the same to the +competent department with the examination and approval authority for approval in accordance with the +law, and submit the same to the secrecy administration department of the same level for filing. Domestic +enterprises providing accounting archives or copies thereof to entities and individuals concerned such as +securities companies, securities service institutions and overseas regulatory authorities shall perform the +corresponding procedures pursuant to the relevant provisions of the state. +REGULATORY OVERVIEW +– 102 – + + +--- page 112 --- +LA WS AND REGULATIONS RELATING TO U.S. EXPORT CONTROLS AND SANCTIONS +The U.S. export control regime regulates the export, transfer or disclosure of U.S. products, +software, and technology to non-U.S. jurisdictions and non-U.S. persons based on the nature of the product +or technology, as well as the destination, transferee, or end-use of a specific export or transfer. U.S. export +controls are implemented through a system of categorical restrictions and licensing procedures for specific +exporters, customers, and transactions. +The EAR, 15 C.F.R. § 730, et seq., establish the substantive and procedural rules for administering +U.S. export controls with respect to “dual use” items and certain military items. “Dual use” commonly +refers to any item that has both civilian applications and applications in connection with military, +terrorism, or weapons of mass destruction activities. The BIS of the Department of Commerce administers +the EAR. +Technically, the EAR governs the export of any products or technology that are not separately and +exclusively regulated by another U.S. government agency. Most notably, the export of certain military-use +items is regulated exclusively by a licensing system administered by the U.S. Department of State pursuant +to the International Traffic in Arms Regulations, 22 C.F.R. 120 et seq. (“ITAR”). The EAR also includes +certain restrictions on the conduct of U.S. persons applicable regardless of the involvement of any items +subject to the EAR. Such measures are thus similar to economic sanctions administered by the Office of +Foreign Assets Control (the “OFAC”). +Under the EAR, U.S. persons are prohibited from design, development, production, operation, +installation, maintenance (checking), repair, overhaul, or refurbishing of nuclear explosive devices, +missiles, chemical or biological weapons, military-intelligence end use or military-intelligence end user +in China, Russia, or V enezuela; or a country listed in Country Groups E:1 or E:2. Especially, U.S. persons +are required to obtain a license if they know that the items, regardless of whether they are subject to the +EAR, will be exported, reexported, or transferred to be used in the development or production of +Advanced-node ICs at a facility headquartered in, or whose ultimate parent company is headquartered in, +either Macau or a destination specified in Country Group D:5 (including China). The U.S. jurisdiction +applies to goods, software and technology that are subject to the EAR and located anywhere in the world +as described in §734.3 of the EAR. The EAR applies to all items (i.e., commodities, software, and +technology) “subject to the EAR,” which includes not just U.S.-made items or items physically in the +United States, but also to certain foreign-made commodities. +Under the “de minimis” rules, non-U.S. products incorporating more than a specified percentage of +controlled U.S. content are still considered subject to the EAR. Under the foreign direct product rule, +non-U.S. products made with certain U.S. origin plant and technology (such as certain U.S. semiconductor +manufacturing equipment) are also subject to the EAR. Therefore, U.S. persons and foreign persons +(including foreign companies) must determine if their items are subject to the EAR. +The EAR applies to a broad range of “items” including tangible commodities, technology, and +software manufactured in the U.S. (as well as non-U.S. products within U.S. territory). The EAR covers +not only sensitive products and technology (to be controlled due to the intrinsic sensitivity), but also most +non-sensitive products and technology (to be controlled with respect to transfers to sensitive destinations, +end-users, or end-uses). Intrinsically sensitive or strategic goods or technology are typically designated by +an Export Control Classification Number (“ECCN”), while non-sensitive products subject to the EAR are +generally designated as EAR-99. Depending on the destination country, end-user, and the item’s ECCN, +exporting or re-exporting an item subject to the EAR may require a U.S. export license unless a license +exception was available. License applications would be subject to review under varying policies (e.g., +presumption of approval, presumption of denial, or a case-by-case review) as further described in the +EAR. +The BIS publishes multiple lists of entities and individuals subject to licensing requirements and +other restrictions on transactions involving products subject to the EAR. The Entity List is a catalogue of +individuals and entities subject to specific licensing requirements for the export, re-export or transfer of +REGULATORY OVERVIEW +– 103 – + + +--- page 113 --- +certain products and technology subject to the EAR. The Entity List identifies the specific licensing +requirements. The BIS licensing policy for many entities is a presumption of denial of any licensing +request. The EAR specifies 10 general prohibitions, including the prohibition of exporting controlled items +subject to the EAR to sanctioned countries, exporting items subject to the EAR without a proper license, +transferring the items to prohibited end-uses or end-users, or participating in any subsequent transactions +involving items transferred in violation of the EAR. In particular, in October 2022, the BIS issued an +interim final rule (the “BIS October 2022 IFR”) requiring license for exports, re-exports, or transfers of +any item subject to the EAR when there is “knowledge” that the item is destined for end use in the +development or production of integrated circuits at a fab in China that fabricates integrated circuits +meeting certain criteria. On December 2, 2024, the BIS issued an interim final rule (the “BIS December +2024 IFR”) and a final rule (the “BIS December 2024 IFR”), which expanded controls in the EAR on +advanced computing and semiconductor manufacturing items. On January 16, 2025, the BIS issued an +Interim Final Rule (the “DD IFR”) imposing new due diligence requirements on “front-end fabricators” +and “Outsourced Semiconductor Assembly and Test” (“OSA T”) companies involved in the processing of +certain “applicable advanced logic integrated circuits” produced using the “16/14 nanometer node” or +below or using a non-planar transistor architecture. +Under the DD IFR, when a “front-end fabricator” or “OSA T” company seeks to export, reexport, or +transfer an “applicable advanced logic integrated circuit,” there is a presumption that the item is subject +to certain licensing requirements. +As none of the products the Group has designed or produced during the Track Record Period or that +it currently plans to design or produce meet the definition of “applicable advanced logic integrated +circuits,” the diligence requirements and presumptions of licensing requirements established by the DD +IFR do not apply to the Company as advised by our International Sanctions Legal Advisor, and the +implementation of the DD IFR does not have any material impact on the Company’s operations. +U.S. economic sanctions are foreign policy measures intended to influence the conduct or +capabilities of foreign governments, individuals, businesses, and non-state actors (“targets”) by restricting +their international commercial and financial activities. The U.S. sanctions policy is principally determined +by the executive branch of the U.S. federal government under the direction of the President of the United +States. The OFAC within the Treasury Department has primary responsibility for administering and +enforcing U.S. economic sanctions. The legislative authority for U.S. economic sanctions derives from +statutes adopted by the U.S. Congress authorizing (or mandating) the imposition of sanctions by the +executive branch. The International Emergency Economic Powers Act (“IEEPA”) is the primary legal +authority for virtually all existing OFAC sanctions. The President of the United States has broad authority +under IEEPA to direct OFAC to implement a wide range of economic measures to advance U.S. foreign +policy and national security objectives. U.S. sanctions are implemented through Executive Orders issued +by the President of the United States pursuant to IEEPA, other statutes, directives issued by the Secretary +of the Treasury, in consultation with the Secretary of State, and/or designations of individuals and entities +on sanctions lists by OFAC. Executive Orders may prescribe detailed measures against specific targets, or +delegate implementation to OFAC. U.S. sanctions can change with immediate effect through Executive +Orders and amendments to OFAC regulations. +Most OFAC sanctions are primary sanctions prohibiting U.S. persons from engaging in restricted +activities involving sanctions targets identified based on their connection to conduct adverse to U.S. +interests. Several U.S. sanctions programs specifically authorize secondary sanctions on third-country +entities in connection with Iran, North Korea, Syria, Cuba, Russia, etc., without any U.S. nexus. +Implementing authorities may select from a “menu” of penalties to be imposed on the target (or its +government). Non-U.S. persons (such as the Company) risk being subject to U.S. secondary sanctions +under sanctions programs administered by OFAC based on certain activities involving sanctioned targets +and sanctioned countries. +During the Track Record Period, we did not have any direct sales to the U.S. and has no current +intention to, in the near future, directly sell any products to the U.S. Therefore, the impact of U.S. tariff +on our business, results of operations and future prospects is not material. +REGULATORY OVERVIEW +– 104 – + + +--- page 114 --- +LA WS AND REGULATIONS RELATING TO U.S. EXECUTIVE ORDER 14105 AND ITS +IMPLEMENTING REGULATIONS THAT PROHIBIT AND REQUIRE NOTIFICATION BY U.S. +PERSONS FOR CERTAIN INVESTMENTS +On October 28, 2024, the Treasury Office of Investment Security published a final rule establishing +new regulatory controls on certain technology-related investments by U.S. persons in or related to the +People’s Republic of China, Hong Kong and Macau (“countries of concern”). +Although the OIR is not general regarded as a conventional economic sanctions law, the restrictions +on investment activities by U.S. persons have similar effects to certain sanctions measures. +The OIR, which became effective on January 2, 2025, implements Executive Order 14105 (the +“Outbound Investment Order”) “Addressing United States Investments in Certain National Security +Technologies and Products in Countries of Concern” (August 9, 2023). +The OIR applies to U.S. persons engaging in a “covered transaction” involving a “covered foreign +person” that engages in certain “covered activities.” Depending on the nature of the “covered activity,” a +covered transaction may be prohibited (prohibited transactions) or require notification to Treasury +(notifiable transactions). +Covered activity encompasses activities referred to in the definition of “prohibited transactions” and +“notifiable transactions” and includes research, development, or manufacturing involving “covered +national security technologies and products,” which are sensitive technologies and products in the +semiconductors and microelectronics, quantum information technologies, and AI sectors that have +military, intelligence, surveillance, or cyber-enabled capabilities. +Generally, activities and technology that are deemed to present the most acute national security +concerns are prohibited, while other designated activities are subject to notification requirements. +The OIR also defines “excepted transactions” which are excluded from the scope of “covered +transactions” and provides for a mechanism for the Secretary of Treasury to exempt certain covered +transactions from the rule on a case-by-case basis. +The Comprehensive Outbound Investment National Security Act of 2025 (the “COINS Act”), which +was part of the FY 2025 National Defense Authorization Act, was signed by President Trump and became +law on December 18, 2025. The COINS Act requires the Treasury to issue regulations revising the OIR +within 450 days. +The COINS Act expands the current control scope and the applicable exceptions under the current +OIR. +In addition to the three sectors (advanced semiconductors and microelectronics, artificial +intelligence systems, and quantum information technologies) already included in the definition of covered +activities in the OIR, the COINS Act covers five sectors, including high-performance computing, +supercomputing, and hypersonic systems. The legislation also authorizes the Treasury to designate +additional technologies in the future, either on its own initiative or at the request of the relevant +congressional committees. +The country scope is expanded to include Russia, Iran, North Korea, Cuba, and V enezuela, in +addition to China, Hong Kong, and Macau. +The COINS Act currently has no immediate effect on the above OIR analysis, as the OIR remains +in effect until the Treasury issues new regulations within 450 days of December 18, 2025. +REGULATORY OVERVIEW +– 105 – + + +--- page 115 --- +OVERVIEW +We are a top provider of wireless sensor SoCs globally, dedicated to providing innovative sensor +chips. We are the third largest automotive wireless sensor SoC company globally and the largest +automotive wireless sensor SoC company in China in terms of revenue in 2025, according to the F&S +report. +Our Company was founded in the PRC in March 2015 by Dr. Li and Mr. Li, our founders, executive +Directors and members of our Single Largest Group of Shareholders, under the name of Ningbo SENASIC +Electronics Technology Co., Ltd. (ت +⑏ʮ̡). Dr. Li, our executive Director, chairman +of the Board and the chief executive officer, together with Mr. Li, our executive Director, have led the +overall operations and management of our Group since our establishment. See “Directors and Senior +Management—Directors—Executive Directors” for the biographical details of Dr. Li and Mr. Li. Since our +establishment, we have attracted many reputable sophisticated investors to invest in our Company such as +Mixed Reform Fund, Jingwei, CVC and certain industrial investors including Chendao, Huaxin +Chuangyuan, Shangqi Capital and Geely. See “—Pre-IPO Investments” for details. In August 2019, we +renamed as Nanjing Yingruichuang Electronics Co., Ltd. (ʮ̡). In November +2024, our Company was converted into a joint stock company with limited liability and renamed as +SENASIC Electronics Technology Co., Ltd. ( +⑏Ҧ(Ϫᘽ)ʮ̡). +During the Track Record Period and up to the Latest Practicable Date, Dr. Li and Mr. Li have acted +in concert with each other and jointly controlled our Company. As of the Latest Practicable Date, Dr. Li +and Mr. Li have jointly controlled approximately 32.25% of our total issued share capital comprising the +following: (i) approximately 10.48% and 4.17% of our total issued share capital directly held by Dr. Li +and Mr. Li, respectively; (ii) approximately 9.10% and 7.63% of our total issued share capital held by +Shanghai Chuangyingrui and Shanghai Ruixinchuang, both being our ESOP Platforms and controlled by +Dr. Li; and (iii) approximately 0.87% of our total issued share capital held by Gongqingcheng SENASIC, +being managed by Shanghai Y aojun Management Consulting Co., Ltd. (ʮ̡) +(“Shanghai Y aojun”), a holding company wholly-owned by Dr. Li. Immediately following completion of +the Global Offering, without taking into account any Shares that may be issued upon exercise of the +Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme, Dr. Li, Mr. Li, Shanghai +Chuangyingrui, Shanghai Ruixinchuang, Gongqingcheng SENASIC and Shanghai Y aojun will jointly +control approximately 27.71% of the total enlarged issued share capital of our Company. See +“Relationship with Our Single Largest Group of Shareholders” for more information. +BUSINESS MILESTONES +The following table illustrates our major business milestones: +Y ear Milestone +2015 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We were established as a limited company under the name of Ningbo +SENASIC Electronics Technology Co., Ltd. (ت⑏ʮ +̡). +2018 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We commenced massive production of the first domestically designed +TPMS SoCs for automotive OEM. +2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We commenced massive production of the USI SoCs. +We commenced massive production of the world’s first BPS. +We expanded our business into new energy industry. +2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We achieved massive production of five million units of TPMS SoCs and +one million units of USI SoCs installed in automotive OEM vehicles. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 106 – + + +--- page 116 --- +Y ear Milestone +We launched shipments of BPS SoCs for automotive OEM. +2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We completed our financing led by Mixed Reform Fund and reputable +industrial investors with a total proceeds of over RMB500 million. +2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Our annual shipments of automotive-grade chips reached over 70 million +units. +We commenced massive production of BLE TPMS for automotive OEM +and ultrasonic sensing chips. +2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We launched our wireless BMS SoCs. +We commenced massive production of ultrasonic sensing chips. +We entered into business cooperation with a globally leading automotive +technology supplier. +MAJOR SHAREHOLDING CHANGES OF OUR COMPANY DURING THE TRACK RECORD +PERIOD +Incorporation of Our Company +On March 19, 2015, our Company was established as a limited liability company under the laws of +the PRC by Dr. Li and Mr. Li with a registered capital of RMB1.0 million. Upon incorporation, our +Company was owned by Dr. Li and Mr. Li as to 75.00% and 25.00%, respectively. +Pre-IPO Investments +To fund our strategic growth and broaden our shareholder base, we have conducted several rounds +of Pre-IPO investments since the incorporation of our Company. See “—Pre-IPO Investments” for details. +Establishment of ESOP Platforms +In recognition of the contributions of our key employees and to incentivize them to further promote +our development, we adopted the 2015 Employee Incentive Scheme in December 2015 and established +Shanghai Chuangyingrui and Shanghai Ruixinchuang as our ESOP Platforms. +Shanghai Chuangyingrui was established as a limited partnership under the laws of the PRC on +December 16, 2021 and controlled by Dr. Li. As of the Latest Practicable Date, Shanghai Chuangyingrui +directly held approximately 9.10% equity interest in our Company. Shanghai Ruixinchuang was +established as a limited partnership under the laws of the PRC on May 3, 2017 and controlled by Dr. Li. +As of the Latest Practicable Date, Shanghai Ruixinchuang directly held approximately 7.63% equity +interest in our Company. +For further details of our 2015 Employee Incentive Scheme and the Grantees thereunder, see the +section headed “1. Further Information about Our Company—F. Employee Incentive Schemes” in +Appendix IV to this prospectus. +Acquisition of Gainsil +In March 2022 and October 2022, we acquired 100% equity interests of Gainsil. See “—Major +Acquisitions and Disposals” for details. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 107 – + + +--- page 117 --- +Conversion into A Joint Stock Company +On October 23, 2024, our then Shareholders, being our promoters, passed resolutions approving, +among others, the conversion of our Company into a joint stock company with limited liability under the +laws of the PRC. In accordance with an audit report of our Company issued by an independent accountant, +as of July 31, 2024, the audited net asset value of our Company was RMB554,832,000, among which, +RMB15,811,430 was converted into 15,811,430 Shares with a nominal value of RMB1.00 each and the +remaining RMB530,724,278.20 was converted into capital reserve. Our Shares upon conversion were +subscribed for by our then Shareholders in proportion to their respective equity interest in our Company +immediately before the conversion. The joint stock conversion was completed on November 7, 2024. +Share Subdivision +In August 2025, the sub-division of the Shares with nominal value of RMB1.00 each on the basis of +one to twenty (20) with nominal value of RMB0.05 each is completed. After such share sub-division, the +number of total issued Shares of the Company has been changed to 325,634,820 Shares. See +“—Capitalization of Our Company” for details of our shareholding structure after the share subdivision. +CAPITALIZATION OF OUR COMPANY +The following table sets forth our shareholding structure as of the Latest Practicable Date and +immediately upon the Listing: +Name of Shareholder +Number of +Shares as of the +Latest +Practicable +Date +Approximate +ownership +percentage as of +the Latest +Practicable +Date +Number of +Shares upon the +Listing (4) +Approximate +Ownership +percentage +upon the +Listing (4) +(%) (%) +Single Largest Group of +Shareholders and Connected +Person +(1) +Dr. Li /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,130,460 10.48 34,130,460 9.00 +Shanghai Chuangyingrui /H1100/H1100/H110029,631,720 9.10 29,631,720 7.82 +Shanghai Ruixinchuang /H1100/H1100/H1100/H110024,838,700 7.63 24,838,700 6.55 +Gongqingcheng SENASIC /H1100/H11002,830,980 0.87 2,830,980 0.75 +Mr. Li /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,586,460 4.17 13,586,460 3.58 +Gongqingcheng +Yingruichuang Investment +Partnership (Limited +Partnership) (ቚ௴ +ҳ༟ΥྫΆุ(Υྫ)) +(“Gongqingcheng +Yingruichuang”) +(3) /H1100/H1100/H1100/H1100/H1100/H1100/H11006,388,320 1.96 6,388,320 1.69 +Pre-IPO Investors and Other +Shareholders (2) +China State-owned Enterprise +Mixed Ownership Reform +Fund Co., Ltd. ( ʕ਷਷ϞΆ +ࠢ +ʮ̡) (“Mixed Reform +Fund”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,701,600 6.05 19,701,600 5.20 +Hangzhou Chuangqian +Investment Partnership +(Limited Partnership) (؄ +ψ௴৻ҳ༟ΥྫΆุ(ࠢ +Υྫ)) (“Jingwei”) /H1100/H1100/H1100/H1100/H1100/H110019,547,160 6.00 19,547,160 5.16 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 108 – + + +--- page 118 --- +Name of Shareholder +Number of +Shares as of the +Latest +Practicable +Date +Approximate +ownership +percentage as of +the Latest +Practicable +Date +Number of +Shares upon the +Listing (4) +Approximate +Ownership +percentage +upon the +Listing (4) +(%) (%) +Chendao: +– Changjiang Chendao +(Hubei) New Energy +Industry Investment +Partnership (Limited +Partnership) (Ϫો༸ +(ಳ̏)อঐ๕ପุҳ༟ +ΥྫΆุ(Υྫ)) +(“Changjiang +Chendao”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,294,100 2.55 8,294,100 2.19 +– Yibin Lvneng Equity +Investment Partnership +(Limited Partnership) +(ᛆҳ༟Υ +ྫΆุ(Υྫ)) +(“Yibin Lvneng”) /H1100/H1100/H1100/H11005,182,380 1.59 5,182,380 1.37 +– Yibin Chendao New +Energy Industry Equity +Investment Partnership +(Limited Partnership) +(Ⴗો༸อঐ๕ପุ +ᛆҳ༟ΥྫΆุ(Ϟ +Υྫ)) (“Yibin +Chendao”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,421,600 0.74 2,421,600 0.64 +China V enture Capital Xinzhi +Equity Investment Fund +(Guangzhou) Partnership +(Limited Partnership) (ࠬ +ږ(ᄿψ) +ΥྫΆุ(Υྫ)) +(“CVC”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,109,340 4.33 14,109,340 3.72 +Qingdao Huaxin Chuangyuan +V enture Capital Center +(Limited Partnership) (ࢥڡ +௴ุҳ༟ʕː(Ϟ +Υྫ)) (“Huaxin +Chuangyuan”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,039,300 3.70 12,039,300 3.18 +C&D Investment +– Xiamen Jianfa +Emerging Industry +Equity Investment No. +16 Partnership +(Limited Partnership) +(ٰ +௔໮ΥྫΆุ +(Υྫ)) (“Jianfa +Emerging Industry”) /H1100/H11005,934,880 1.82 5,934,880 1.57 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 109 – + + +--- page 119 --- +Name of Shareholder +Number of +Shares as of the +Latest +Practicable +Date +Approximate +ownership +percentage as of +the Latest +Practicable +Date +Number of +Shares upon the +Listing (4) +Approximate +Ownership +percentage +upon the +Listing (4) +(%) (%) +– Xiamen Jianfa +Changrong No. 2 +Equity Investment +Partnership (Limited +Partnership) (೯ +ᛆҳ༟Υྫ +Άุ(Υྫ)) +(“Jianfa Changrong”, +together with Jianfa +Emerging Industry, +“Jianfa Investment”) /H1100/H11001,978,300 0.61 1,978,300 0.52 +Shangqi Capital: +– Qingdao Shangqi +Huizhu Zhanxin +Industry Investment +Fund Partnership +(Limited Partnership) +(☃ිᛟ኷อପ +ΥྫΆุ +(Υྫ)) (“Shangqi +Huizhu”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,091,540 0.95 3,091,540 0.82 +– Foshan Shangqi Delian +Automotive Equity +Investment Partnership +(Limited Partnership) +(ٰ +ᛆҳ༟ΥྫΆุ(ࠢ +Υྫ)) (“Shangqi +Delian”)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,478,480 0.76 2,478,480 0.65 +– Ningbo Meishan +Bonded Port Zone +Jiechuang Equity +Investment Partnership +(Limited Partnership) +(೼ಥਜઠ +ᛆҳ༟ΥྫΆุ +(Υྫ)) (“Ningbo +Jiechuang”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,239,240 0.38 1,239,240 0.33 +Geely Gongchuang No. 5 +Investment (Tianjin) +Partnership (Limited +Partnership) ( Λл΍௴ͼ໮ +ҳ༟(ݵ)ΥྫΆุ(Υ +ྫ)) (“Geely”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,767,040 2.08 6,767,040 1.79 +Hai Feng Investment Holding +Limited (“Hai Feng +Investment”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,963,160 6.44 20,963,160 5.53 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 1 0– + + +--- page 120 --- +Name of Shareholder +Number of +Shares as of the +Latest +Practicable +Date +Approximate +ownership +percentage as of +the Latest +Practicable +Date +Number of +Shares upon the +Listing (4) +Approximate +Ownership +percentage +upon the +Listing (4) +(%) (%) +Shenzhen Nanshan Hongtai +Equity Investment Fund +Partnership (Limited +Partnership) (ʆᒿइ +ΥྫΆุ(Ϟ +Υྫ)) (“Nanshan +Hongtai”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,747,660 3.91 12,747,660 3.36 +Jiyuan Capital: +– Suzhou Jiyuan Haoyue +V enture Capital +Partnership (Limited +Partnership) (๕ +ೱ˜௴ุҳ༟ΥྫΆุ +(Υྫ)) (“Jiyuan +Haoyue”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,656,320 1.74 5,656,320 1.49 +– Suzhou Jiyuan +Haoyuan V enture +Capital Partnership +(Limited Partnership) +(๕ೱʩ௴ุҳ +༟ΥྫΆุ(Υྫ)) +(“Jiyuan Haoyuan”) /H1100/H1100/H11004,194,480 1.29 4,194,480 1.11 +Guangfa Xinde: +– Zhuhai Gejin Guangfa +Xinde Phase III +Technology V enture +Capital Fund (Limited +Partnership) (ږࣸ +Ҧ௴ุ +ږ(Υྫ)) +(“Zhuhai Xinde”) /H1100/H1100/H1100/H11004,478,300 1.38 4,478,300 1.18 +– Dongguan Guangfa +Xinde Phase I +Technology V enture +Investment Partnership +(Limited Partnership) +(߅ +Ҧ௴ุҳ༟ΥྫΆุ +(Υྫ)) +(“Dongguan Xinde”) /H1100/H11002,786,500 0.86 2,786,500 0.74 +Ningbo Meishan Bonded Port +Area Cenyou V enture +Capital Partnership +(Limited Partnership) (ت +೼ಥਜҊС௴ุҳ༟ +ΥྫΆุ(Υྫ)) +(“Ningbo Cenyou”) /H1100/H1100/H1100/H1100/H11006,143,760 1.89 6,143,760 1.62 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 111 – + + +--- page 121 --- +Name of Shareholder +Number of +Shares as of the +Latest +Practicable +Date +Approximate +ownership +percentage as of +the Latest +Practicable +Date +Number of +Shares upon the +Listing (4) +Approximate +Ownership +percentage +upon the +Listing (4) +(%) (%) +Gongqingcheng Changshun +Zhiying V enture Capital +Partnership (Limited +Partnership) (ഭ౽ +ᙊ௴ุҳ༟ΥྫΆุ(ࠢ +Υྫ)) (“Changshun +Zhiying”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,260,260 1.62 5,260,260 1.39 +Shanghai Pudong Haiwang +Integrated Circuit Industry +Private Equity Fund +Partnership (Limited +Partnership) (ऎૐ +Υྫ +Άุ(Υྫ)) (“Haiwang +Fund”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,925,400 1.51 4,925,400 1.30 +Shanghai Baolong +Automotive Corporation +(΅Ϟ +ʮ̡) (“Baolong +Automotive”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,824,900 1.48 4,824,900 1.27 +GAC Investment: +– Guangdong Guangqi +Y uexiu Zhiyuan +Industrial Investment +Fund Partnership +(Limited Partnership) +(ᄿຩ൳Ӹ౽๕ପ +ΥྫΆุ +(Υྫ)) (“Guangqi +Y uexiu”)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,312,820 0.71 2,312,820 0.61 +– Guangdong Guangqi +Zhiyuan No. 6 Equity +Investment Partnership +(Limited Partnership) +(ٰ +ᛆҳ༟ΥྫΆุ(ࠢ +Υྫ)) (“Guangqi +Zhiyuan”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,312,820 0.71 2,312,820 0.61 +Mr. Zhou Y ongsen ( մ͑ಌ) /H11004,625,580 1.42 4,625,580 1.22 +Mr. Ying Ting (࣎)H1100/H1100/H1100/H1100/H1100/H11004,485,180 1.38 4,485,180 1.18 +Nanjing Jinti V enture Capital +Partnership (Limited +Partnership) (᜗௴ุ +ҳ༟ΥྫΆุ(Υྫ)) +(“Nanjing Jinti”) /H1100/H1100/H1100/H1100/H1100/H1100/H11004,304,520 1.32 4,304,520 1.14 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 1 2– + + +--- page 122 --- +Name of Shareholder +Number of +Shares as of the +Latest +Practicable +Date +Approximate +ownership +percentage as of +the Latest +Practicable +Date +Number of +Shares upon the +Listing (4) +Approximate +Ownership +percentage +upon the +Listing (4) +(%) (%) +Ma’anshan Huachun Baoxin +Zhixin Equity Investment +Partnership (Limited +Partnership) (ڭ +ᛆҳ༟ΥྫΆุ +(Υྫ)) (“Huachun +Baoxin”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,135,420 0.96 3,135,420 0.83 +Zhuhai Huajin: +– Zhuhai Huajin Lingyi +Emerging Technology +Industry Investment +Fund (Limited +Partnership) (ږ +Ҧପุҳ༟ +ږ(Υྫ)) +(“Huajin Lingyi”) /H1100/H1100/H1100/H11003,092,880 0.95 3,092,880 0.82 +– Zhuhai Huajin +Shangying No. 7 +Equity Investment +Fund Partnership +(Limited Partnership) +(ٰ +ΥྫΆุ +(Υྫ)) (“Huajin +Shangying”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110042,540 0.01 42,540 0.01 +Beijing Guoqi Intelligent +Connected V ehicle Industry +Investment Center (Limited +Partnership) ( ̏ԯ਷ӛ౽ঐ +ၣᑌӛԓପุҳ༟ʕː(Ϟ +Υྫ)) (“CICVC”) /H1100/H1100/H1100/H1100/H11002,955,240 0.91 2,955,240 0.78 +Fibonacci V enture Capital: +– Shenzhen Huiyue +Growth Investment +Fund Enterprise +(Limited Partnership) +(ҳ༟ +Άุ(Υྫ)) +(“Shenzhen Huiyue”) /H11002,220,360 0.68 2,220,360 0.59 +– Shenzhen Tianhui +Growth Investment +Fund Enterprise +(Limited Partnership) +(ҳ༟ +Άุ(Υྫ)) +(“Shenzhen Tianhui”) /H1100 634,380 0.19 634,380 0.17 +Shihezi Mingzhao Equity +Investment Management +Co., Ltd. (ٰ +ʮ̡) +(“SANY”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,813,580 0.86 2,813,580 0.74 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 1 3– + + +--- page 123 --- +Name of Shareholder +Number of +Shares as of the +Latest +Practicable +Date +Approximate +ownership +percentage as of +the Latest +Practicable +Date +Number of +Shares upon the +Listing (4) +Approximate +Ownership +percentage +upon the +Listing (4) +(%) (%) +Qufu Tianbo Investment Co., +Ltd. (ʮ +̡) (“Qufu Tianbo”) /H1100/H1100/H1100/H1100/H11002,577,780 0.79 2,577,780 0.68 +Hainan Shuangyi Hengrun +Investment Partnership +(Limited Partnership) (ی +ᕐɓፅᆗҳ༟ΥྫΆุ(Ϟ +Υྫ)) (“Shuangyi +Hengrun”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,421,600 0.74 2,421,600 0.64 +Ningbo Meishan Bonded Port +Area Thriving V enture +Capital Partnership +(Limited Partnership) (ت +೼ಥਜ൴ጳ௴ุҳ༟ +ΥྫΆุ(Υྫ) +(“Thriving Capital”) /H1100/H1100/H1100/H1100/H1100829,380 0.25 829,380 0.22 +Shanghai Changshun Jianye +Consulting Management +Co., Ltd. (ุፔ +ʮ̡) +(“Changshun Jianye”) /H1100/H1100/H1100/H1100486,840 0.15 486,840 0.13 +Ms. Xu Jianming (׼ܔࢱ)H1100/H1100122,880 0.04 122,880 0.03 +Suzhou Junwang Chuangxin +No. 2 Investment +Partnership (Limited +Partnership) (ڃ +൩໮ҳ༟ΥྫΆุ(Υ +ྫ)) (“Junwang +Chuangxin”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110088,680 0.03 88,680 0.02 +Other public Shareholders /H1100/H1100 – – 53,407,000 14.09 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100325,634,820 100.0 379,041,820 100.00 +(1) See “Relationship with Our Single Largest Group of Shareholders” for details. +(2) See “—Pre-IPO Investments” for details. +(3) Gongqingcheng Yingruichuang is a limited partnership and established under the laws of the PRC and controlled and +managed by its general partner, Shanghai Y aoxu Management Consulting Co., Ltd. (ʮ̡), a +wholly-owned subsidiary of Ms. Xu Hongru, our executive Director. Save for Mr. Zhang Zhicai ( ੵ౽ʑ), a director +of Gainsil, holds approximately 31.29% partnership interests in Gongqingcheng Yingruichuang, none of the remaining +five limited partners holds more than 30% partnership interests therein. +(4) The relevant percentage is calculated without taking into account of any Shares that may be issued upon exercise of +the Overallotment Option or the options under the 2026 Pre-IPO Share Option Scheme. +CONCERT PARTY ARRANGEMENT +To formalize their cooperation as Shareholders in achieving the shared goals and objective of our +Group, Dr. Li and Mr. Li entered into the concert party agreement in October 2020, which was renewed +in August 2025. See “Relationship with Our Single Largest Group of Shareholders” for further details of +the concert party agreement. Dr. Li and Mr. Li, by entering into these agreements, confirmed and agreed +that they have been acting in concert, and will act in concert when exercising their shareholder rights as +Shareholders of our Company until termination of the concert party agreement by mutual consent. As of +the Latest Practicable Date, Dr. Li and Mr. Li jointly controlled and was interested in approximately 32.25 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 1 4– + + +--- page 124 --- +% of total issued share capital of our Company, and will hold approximately 27.71% of our enlarged total +issued share capital immediately following the completion of the Global Offering (without taking into +account any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 +Pre-IPO Share Option Scheme). Therefore, upon Listing, they will constitute our Single Largest Group of +Shareholders. See “Relationship with Our Single Largest Group of Shareholders” for further details. +OUR PRINCIPAL SUBSIDIARIES +The following entities were our subsidiaries which made a material contribution to our results of +operation during the Track Record Period. +Name +Place of +incorporation +Date of +incorporation Shareholding +Principal business +activities +Shanghai SENASIC /H1100/H1100/H1100/H1100PRC January 9, 2019 100% Design, research, +development and +sales of chips +products +Gainsil /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC September 30, +2016 +100% Design, research, +development and +sales of chips +products +MAJOR ACQUISITIONS AND DISPOSALS +Acquisition of 100% Equity Interest in Gainsil +On March 1, 2022, our Company entered into an equity transfer agreement with Kelong Fine +Chemical, Inc. (ʮ̡), whose shares are listed on the Shenzhen Stock +Exchange (Stock code: 300405) (“Kelon Fine Chemical”), pursuant to which our Company agreed to +acquire 51.00% equity interest in Gainsil at a consideration of RMB59.70 million. On the same day, our +Company entered into separate agreements with Mr. Zhang Zhicai ( ੵ౽ʑ) and Mr. Jiang Y ujun (ڲ) +to acquire 17.54% and 8.36% equity interest in Gainsil at considerations of approximately RMB29.24 +million and RMB13.94 million, respectively. The considerations for the acquisition were determined after +arm’s length negotiations with reference to, among other things, the business performance and prospects. +The above equity transfers were completed on May 26, 2022. Immediately upon completion of the +acquisition, our Company held 76.90% equity interest in Gainsil and its financial results were consolidated +into our accounts. +In October 2022, our Company further acquired 11.10%, 5.00%, 5.00%, and 2.00% equity interest +in Gainsil from Shanghai Y urong Electronic Technology Service Department (ਕ௅) +(“Shanghai Y urong”), Shenzhen Huaqiou Electronics Co., Ltd. (ʮ̡) (“Shenzhen +Huaqiou”), Shenzhen Jialichuang Investment Co., Ltd. (ʮ̡) (“Shenzhen +Jialichuang”), and Shanghai Chansheng Semiconductor Technology Co., Ltd. (ࠢ +ʮ̡) (“Shenzhen Chansheng”), respectively, at considerations of RMB11.10 million, RMB5.00 million, +RMB5.00 million, and RMB2.00 million, respectively. The considerations for the acquisition were +determined after arm’s length negotiations with reference to, among other things, the business +performance and prospects of Gainsil, as well as the synergy brought to our development after such +acquisitions. The above equity transfer was completed on October 14, 2022. Immediately upon completion +and as at the Latest Practicable Date, our Company held 100% equity interest in Gainsil. +To the best knowledge of our Directors, all of the above transferors and their respective ultimate +beneficial owners were Independent Third Parties at the time of the acquisition. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 1 5– + + +--- page 125 --- +Gainsil is engaged in design, research and development and sales management of analog and mixed +signal integrated circuits in the PRC. Our Directors are of the view that the acquisitions have enhanced +our technological capabilities and product offerings in the semiconductor sector, and consider that the +terms of the acquisitions were fair and reasonable and in the interests of our Company and our +Shareholders as a whole. +As advised by our PRC Legal Advisor, the equity transfers and increases in the registered capital in +respect of our Company as described above have been completed and settled, and all material regulatory +approvals, registrations or filings have been granted in accordance with PRC laws and regulations. +PRE-IPO INVESTMENTS +To fund our strategic growth and broaden our shareholder base, we have conducted several rounds +of Pre-IPO investments since the incorporation of our Company. The following sets forth details of our +Pre-IPO investments: +Principal Terms of the Pre-IPO Investments +The table below summarizes the principal terms of the pre-IPO investments: +Name of Pre-IPO Investor(s) +Date of +agreement +Date of +settlement +Registered +capital of our +Company +subscribed +for/acquired Consideration +Cost per +Share +paid (2)(3) +Discount to +the Offer +Price (4) +(RMB) (RMB) (RMB) (%) +Angel Investments (Pre-money valuation: RMB19 million; Post-money valuation: RMB27 million (1)) +Ningbo Jiakaisheng +Investment Partnership +(Limited Partnership) ( ྐྵ +ྗ௱ସҳ༟ΥྫΆุ(Ϟ +Υྫ)) (“Jiakaisheng”) /H1100 +August 31, +2015 +November 25, +2016 +8,000,000 8,000,000 0.02 99.87 +May 18, 2017 December 26, +2017 +240,000 7,800,000 0.54 96.62 +Series A Investments (Pre-money valuation: RMB85 million; Post-money valuation: RMB105 million +(1)) +Huaxin Chuangyuan /H1100/H1100/H1100/H1100June 20, 2017 July 24, 2017 207,088 12,230,000 0.98 93.86 +Shihezi Mingzhao Gongying +V enture Capital +Partnership (Limited +Partnership )(׼ +๫΍ᙊ௴ุҳ༟ΥྫΆุ +Υྫ) (“SANY +Gongying”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +June 20, 2017 July 9, 2017 131,568 7,700,000 0.98 93.86 +Series B Investments (Pre-money valuation: RMB230 million; Post-money valuation: RMB280 million +(1)) +Equity subscription in +August 2018 +Huaxin Chuangyuan /H1100/H1100/H1100/H1100August 5, +2018 +September 20, +2018 +45,843 5,928,022 2.16 86.48 +Nanshan Hongtai /H1100/H1100/H1100/H1100/H1100/H1100August 5, +2018 +August 24, +2018 +231,999 30,000,000 2.16 86.48 +Shenzhen Huiyue /H1100/H1100/H1100/H1100/H1100/H1100August 5, +2018 +August 15, +2018 +90,221 11,666,667 2.16 86.48 +Shenzhen Tianhui /H1100/H1100/H1100/H1100/H1100/H1100August 5, +2018 +August 14, +2018 +25,778 3,333,333 2.16 86.48 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 1 6– + + +--- page 126 --- +Name of Pre-IPO Investor(s) +Date of +agreement +Date of +settlement +Registered +capital of our +Company +subscribed +for/acquired Consideration +Cost per +Share +paid (2)(3) +Discount to +the Offer +Price (4) +(RMB) (RMB) (RMB) (%) +Equity transfer in March 2019 (6) +Qufu Tianbo /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100January 25, +2019 +January 29, +2019 +42,963 5,000,000 1.94 87.85 +Series B+ Investments (Pre-money valuation: RMB450 million; Post-money valuation: RMB520 million (1)) +Equity subscription in April +2019 +Jingwei /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100April 6, 2019 April 26, 2019 355,745 70,000,000 3.28 79.46 +Series C Investments (Pre-money valuation: RMB620 million; Post-money valuation: RMB783 million (1)) +Equity subscription in October 2020 +Hai Feng Investment /H1100/H1100/H1100/H1100October 15, +2020 +November 26, +2020 +322,547 70,000,000 3.62 77.33 +Changjiang Chendao /H1100/H1100/H1100/H1100October 15, +2020 +October 22, +2020 +138,235 30,000,000 3.62 77.33 +Nanjing Jinti /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100October 15, +2020 +December 30, +2020 +138,235 30,000,000 3.62 77.33 +Thriving Capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100October 15, +2020 +October 22, +2020 +13,823 3,000,000 3.62 77.33 +Equity transfer in October 2020 +(5) +Ningbo Cenyou /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100October 29, +2020 +November 3, +2020 +102,396 20,000,000 3.26 77.33 +Equity subscription in December 2020 +Baolong Automotive /H1100/H1100/H1100/H1100December 1, +2020 +January 15, +2021 +138,235 30,000,000 3.62 77.33 +Series C+ Investments (Pre-money valuation: RMB2,000 million; Post-money valuation: RMB2,121 million (1)) +Equity transfer in 2021 +Shanghai Guoce Green +Technology Manufacturing +Private V enture Capital +Partnership (Limited +Partnership) ( ɪऎ਷ഄၠ +ږ +ΥྫΆุ(Υྫ)) +(7) +(“Guoce Investment”) /H1100/H1100/H1100 +December 30, +2021 +January 28, +2022 +78,351 30,000,141 6.38 60.05 +Jiaxing Xingxin Equity +Investment Partnership +(Limited Partnership) ( ྗ +ᛆҳ༟ΥྫΆุ +(Υྫ), formerly +known as Huzhou Xingxin +Equity Investment +Partnership (Limited +Partnership) (௴ +ุҳ༟ΥྫΆุ(Υ +ྫ))) +(8) (“Jiaxing +Xingxin”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +December 30, +2021 +February 21, +2022 +22,549 9,999,770 7.39 53.73 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 1 7– + + +--- page 127 --- +Name of Pre-IPO Investor(s) +Date of +agreement +Date of +settlement +Registered +capital of our +Company +subscribed +for/acquired Consideration +Cost per +Share +paid (2)(3) +Discount to +the Offer +Price (4) +(RMB) (RMB) (RMB) (%) +Ningbo Jiechuang (9) /H1100/H1100/H1100/H1100/H1100December 30, +2021 +February 28, +2022 +4,510 2,000,043 7.39 53.73 +Shangqi Huizhu (9) /H1100/H1100/H1100/H1100/H1100/H1100December 30, +2021 +January 28, +2022 +13,530 6,000,128 7.39 53.73 +Shangqi Delian (9) /H1100/H1100/H1100/H1100/H1100/H1100December 30, +2021 +January 28, +2022 +9,020 4,000,085 7.39 53.73 +Equity subscription in +March 2022 +Guoce Investment /H1100/H1100/H1100/H1100/H1100/H1100March 1, 2022 January 28, +2022 +20,180 10,000,000 8.26 48.28 +Ningbo Jiechuang /H1100/H1100/H1100/H1100/H1100/H1100March 1, 2022 February 28, +2022 +16,144 8,000,000 8.26 48.28 +Shangqi Huizhu /H1100/H1100/H1100/H1100/H1100/H1100/H1100March 1, 2022 January 28, +2022 +48,432 24,000,000 8.26 48.28 +Shangqi Delian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100March 1, 2022 January 28, +2022 +32,288 16,000,000 8.26 48.28 +Shuangyi Hengrun /H1100/H1100/H1100/H1100/H1100March 1, 2022 February 11, +2022 +40,360 20,000,000 8.26 48.28 +Wuxi Hancheng Jinghe +V enture Capital +Partnership (Limited +Partnership) ( ೌ፼ᖍ༐౻ +ͫ௴ุҳ༟ΥྫΆุ(ࠢ +Υྫ)) (“Wuxi +Hancheng”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +March 1, 2022 June 30, 2022 20,180 10,000,000 8.26 48.28 +Yibin Chendao /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100March 1, 2022 January 29, +2022 +40,360 20,000,000 8.26 48.28 +Hai Feng Investment /H1100/H1100/H1100/H1100/H1100March 1, 2022 January 29, +2022 +26,839 13,300,000 8.26 48.28 +Series D Investments (Pre-money valuation: RMB2,700 million; Post-money valuation: RMB3,183 million +(1)) +Equity transfer in June +2023 +Guangqi Y uexiu (10) /H1100/H1100/H1100/H1100/H1100June 9, 2023 July 6, 2023 38,547 20,000,000 8.65 45.84 +Yibin Lvneng (11) /H1100/H1100/H1100/H1100/H1100/H1100/H1100April 27, 2023 October 18, +2022 +28,910 15,000,000 8.65 45.84 +Changshun Zhiying (11) /H1100/H1100/H1100April 27, 2023 November 4, +2022 +21,999 11,414,044 8.65 45.84 +Geely (12) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100June 9, 2023 August 7, +2023 +96,366 49,999,730 8.65 45.84 +Equity subscription in June 2023 +Mixed Reform Fund /H1100/H1100/H1100/H1100/H1100June 9, 2023 June 27, 2023 328,360 200,000,000 10.15 36.45 +Yibin Lvneng /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100June 9, 2023 October 28, +2022 +57,463 35,000,000 10.15 36.45 +Changshun Zhiying /H1100/H1100/H1100/H1100/H1100June 9, 2023 October 27, +2022 +65,672 40,000,000 10.15 36.45 +Geely /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100June 9, 2023 August 3, +2023 +16,418 10,000,000 10.15 36.45 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 1 8– + + +--- page 128 --- +Name of Pre-IPO Investor(s) +Date of +agreement +Date of +settlement +Registered +capital of our +Company +subscribed +for/acquired Consideration +Cost per +Share +paid (2)(3) +Discount to +the Offer +Price (4) +(RMB) (RMB) (RMB) (%) +Jiyuan Haoyue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100June 9, 2023 July 1, 2023 94,272 57,420,000 10.15 36.45 +Jiyuan Haoyuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100June 9, 2023 July 1, 2023 69,908 42,580,000 10.15 36.45 +CICVC /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100June 9, 2023 June 28, 2023 49,254 30,000,000 10.15 36.45 +Equity transfer in August +2023 +Guangqi Zhiyuan (13) /H1100/H1100/H1100/H1100/H1100August 2, +2023 +August 17, +2023 +38,547 20,000,000 8.65 45.84 +SANY (14) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100August 2, +2023 +September 8, +2023 +46,893 2,571,575 0.91 94.30 +Changshun Jianye (14) /H1100/H1100/H1100/H1100August 2, +2023 +September 28, +2023 +8,114 444,952 0.91 94.30 +Equity subscription in August 2023 +Haiwang Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100August 2, +2023 +August 7, +2023 +82,090 50,000,000 10.15 36.45 +Junwang Chuangxin /H1100/H1100/H1100/H1100/H1100August 2, +2023 +August 8, +2023 +1,478 900,000 10.15 36.45 +Equity transfer in November 2023 (15) +Zhuhai Xinde /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100November 17, +2023 +January 3, +2024 +223,915 45,461,296 10.15 36.45 +Dongguan Xinde /H1100/H1100/H1100/H1100/H1100/H1100/H1100November 17, +2023 +January 3, +2024 +139,325 28,287,029 10.15 36.45 +Series D+ Investments (Pre-money valuation: RMB3,500 million; Post-money valuation: RMB3,635 million (1)) +Equity transfer in July 2024 (16) +Huajin Lingyi /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100July 4, 2024 July 24, 2024 154,644 29,593,000 9.57 40.08 +Huajin Shangying /H1100/H1100/H1100/H1100/H1100/H1100July 4, 2024 July 23, 2024 2,127 407,000 9.57 40.08 +Huachun Baoxin /H1100/H1100/H1100/H1100/H1100/H1100/H1100July 4, 2024 July 30, 2024 156,771 30,000,000 9.57 40.08 +Jianfa Emerging Industry /H1100/H1100July 4, 2024 July 19, 2024 195,963 37,500,000 9.57 40.08 +Jianfa Changrong /H1100/H1100/H1100/H1100/H1100/H1100July 4, 2024 July 19, 2024 65,321 12,500,000 9.57 40.08 +Equity subscription in July 2024 +Jianfa Investment /H1100/H1100/H1100/H1100/H1100/H1100/H1100July 4, 2024 July 19, 2024 100,781 22,500,000 11.16 30.12 +Jianfa Changrong /H1100/H1100/H1100/H1100/H1100/H1100/H1100July 4, 2024 July 19, 2024 33,594 7,500,000 11.16 30.12 +Equity subscription and transfer in November 2024 (17) +CVC /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100November 11, +2024 +November 19, +2024 +705,467 150,000,000 10.63 33.44 +(1) The post-money valuation is calculated by dividing the total consideration of equity subscriptions under the relevant round +of the Pre-IPO investment by the percentage of the new subscribed equity interest in the total registered capital of our +Company at the relevant time. The pre-money valuation is calculated by excluding the total consideration of equity +subscriptions from the post-money valuation under the relevant round of the Pre-IPO investment. The valuation of our +Company has been increasing along with our rapid business development. +(2) The cost per Share is arrived at by dividing the total consideration by the total number of issued Shares of our Company upon +the Listing, without taking into account any Shares that may be issued upon exercise of the Over-allotment Option and under +the 2026 Pre-IPO Share Option Scheme. +(3) Under certain transfers of equity interest between our investors, the relevant investors considered various factors, such as +timing of the transaction, past or present relationships between the parties and their respective bargaining power in the +negotiations when determining the consideration, in addition to the then valuation of our Company, and thus agreed on a +discount to the then valuation. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 1 9– + + +--- page 129 --- +(4) The discount to the Offer Price is calculated based on the Offer Price of HK$18.36, and without taking into account any Shares +that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme. +(5) The equity interest was transferred from Dr. Li, Mr. Li and Jiakaisheng. +(6) The equity interest was transferred from Huaxin Chuangyuan, SANY Gongying and Ruixinchuang Partnership. +(7) The equity interest was transferred from Huaxin Chuangyuan. +(8) The equity interest was transferred from SANY Gongying. +(9) The equity interest was transferred from Wuxi Hancheng. +(10) The equity interest was transferred from Shenzhen Huiyue. +(11) On March 1, 2022, Jiakaisheng transferred RMB121,149, RMB70,751 and RMB1,939 of our registered share capital to Mr. +Zhou Y ongsen ( մ͑ಌ), Mr. Ying Ting (࣎both being its limited partners), and Ms. Xu Jianming (׼ܔࢱbeing its +general partner) at considerations of RMB5,093,104.56, RMB2,974,231.97 and RMB81,522.79, respectively.On March 3, +2022, Jiakaisheng further transferred RMB6,853, RMB4,002 and RMB109 of our registered share capital to Mr. Zhou Y ongsen +(մ͑ಌ), Mr. Ying Ting (࣎and Ms. Xu Jianming (׼ܔࢱat considerations of RMB1,093,750, RMB638,750 and +RMB17,500, respectively. Such transactions were completed on April 20, 2022 and June 13, 2022, respectively. The equity +interest listed in the table above was transferred from Mr. Zhou Y ongsen ( մ͑ಌ). +(12) The equity interest was transferred from Nanjing Jinti, Shenzhen Huiyue and Shenzhen Tianhui. +(13) The equity interest was transferred from Baolong Automotive. +(14) The equity interest was transferred from SANY Gongying, which is managed and controlled by SANY , its general partner. +To the best knowledge of our Company, the equity transfer was made after arm’s length negotiations between the parties with +reference to, among others, the liquidity discount of the Shares as compared to the share price of public companies at that +time in light of then market conditions and preferential discount provided by the transferor to transferees which are affiliates +or business partner of the transferee. As such, there was significant larger discount for the investments made by SANY , an +affiliate of SANY Gongying, and Changshun Jianye, an business partner of SANY Gongying, in the equity transfer in August +2023. +(15) The equity interest was transferred from Guoce Investment and Jiaxing Xingxin. +(16) The equity interest was transferred from Shanghai Ruixinchuang. +(17) On November 11, 2024, CVC entered into an investment agreement with each of Nanshan Hongtai, Hangzhou Chuangqian, +Shangqi Huizhu and Huaxin Chuangyuan, pursuant to which, CVC agreed to purchase RMB58,614, RMB89,877, RMB31,309 +and RMB55,356 of registered capital of our Company from Nanshan Hongtai, Hangzhou Chuangqian, Shangqi Huizhu and +Huaxin Chuangyuan, at considerations of RMB11,216,411, RMB17,199,135, RMB5,991,330 and RMB10,593,124, +respectively. On the same date, CVC entered into investment agreements with our Company, Dr. Li, Mr. Li, Shanghai +Ruixinchuang and Shanghai Chuangyingrui, pursuant to which, CVC was agreed to (i) subscribe for RMB335,937 of +registered capital of our Company at a consideration at RMB75 million, and (ii) subscribe the convertible bonds at +RMB223.2562 per Share and RMB30.00 million in total and entitled to convert such bonds to 134,374 Shares upon +satisfaction of conditions, respectively. On July 30, 2025, the general meeting of our Company considered and approved that +CVC to convert such bonds to 134,374 Shares given the conditions for conversion have been fulfilled. Such conversion has +been completed on August 6, 2025. +(18) The increase in the market value of our Company was due to the continued growth of our business and R&D progress. In 2018, +2021, 2022 and 2024, we successively commenced massive production of our chip products and entered into various rapid +growth industries such as new energy, automotive and electronics industries. See “—Business Milestones” and “Business” +section for details. +Strategic Benefits and Basis of Determining the Consideration Paid +The Consideration for Pre-IPO Investments was based on arms’ length negotiation between our +Company and the Pre-IPO investors after taking into consideration of a number of factors, including but +not limited to (1) status of milestones and prospects of R&D and commercialization of our chip products; +(2) our realized and projected operating revenue scale; (3) our R&D management system and execution +efficiency and other factors of our Company; and (4) the timing of the investments, the market value and +the prospects of our business. +We are of the view that (i) our Group would benefit from the additional capital provided by the +Pre-IPO Investors; (ii) our Group could benefit from the Pre-IPO Investors’ knowledge and experience and +take advantage of their industry resources and networks, while at the same time broaden our shareholder +base; and (iii) the Pre-IPO Investors’ investment demonstrated their confidence in our Group and served +as an endorsement of our performance, strengths and prospects. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 120 – + + +--- page 130 --- +Use of Proceeds from the Pre-IPO Investments +The proceeds received by us from the pre-IPO investments which involved subscriptions of increased +registered capital of our Company amounted to approximately RMB1,051 million. As of the Latest +Practicable Date, the net proceeds from the Pre-IPO investments had been fully utilized. The proceeds +from the Pre-IPO investments have been utilized for our general operation and working capital purposes. +Special Rights of Our Pre-IPO Investors +In connection with the pre-IPO investments, our Pre-IPO Investors were granted certain special +rights, including, among others, pre-emptive right, right of first refusal, right of co-sale, redemption right, +information right, anti-dilution right, and special rights in liquidation pursuant to certain shareholders +agreements of our Company. In anticipation of the Global Offering, our Shareholders have entered into the +supplemental agreement to the shareholders agreement dated September 4, 2025, pursuant to which, (i) the +redemption right was terminated and (ii) all the other special rights granted to our Pre-IPO Investors will +be terminated prior to the Listing. All such special rights will automatically and fully resume effect if (i) +our Company withdraws its Listing application, (ii) the application is rejected, unaccepted, or otherwise +denied by the relevant regulatory authorities or the Stock Exchange, or (iii) the Listing is not completed +by December 31, 2027. +Joint Sponsors’ Confirmation +On the basis that (i) the considerations for the Pre-IPO Investments were settled in compliance with +Chapter 4.2 of the Guide; and (ii) the redemption and divestment rights granted to the Pre-IPO Investors +had been terminated prior to the submission of Listing application to the Stock Exchange and all other +special rights will be terminated upon Listing, the Joint Sponsors confirm that the Pre-IPO Investments +are in compliance with Chapter 4.2 of the Guide. +Information regarding Our Principal Pre-IPO Investors +Set out below is a description of our existing Pre-IPO Investors. To the best knowledge of our +Directors, each of our principal Pre-IPO Investors as well as their ultimate beneficial owners is +independent from and not connected with any Director, chief executive or substantial shareholder of our +Company, or its subsidiaries, or any of their respective close associates, and each of such Pre-IPO +Investors is independent from each other unless as disclosed below. +Mixed Reform Fund +Mixed Reform Fund is a limited liability company incorporated in the PRC and principally engaged +in equity investment, asset management, investment advisory and corporate management advisory, with an +investment focus on key strategic fields, core technical domains and others. It is controlled and owned as +to 34.23% by China Chengtong Holdings Group Limited (ʮ̡), which is a +wholly-owned subsidiary of the State-owned Assets Supervision and Administration Commission of the +State Council (ึ). The remaining 18 shareholders of Mixed Reform Fund +are Independent Third Parties, none of which individually holds more than 30% interests in Mixed Reform +Fund. +Jingwei +Jingwei is an equity investment fund in the form of limited partnership and established under the +laws of the PRC. The general partner of Jingwei is Hangzhou Maiqisi Investment Partnership (Limited +Partnership) (ҳ༟ΥྫΆุ(Υྫ)), the general partner of which is Hangzhou Jingwei +Investment Management Co., Ltd. (ʮ̡). All of the 31 limited partners of Jingwei +are Independent Third Parties, none of which holds more than 30% of limited partnership in Jingwei. +Hangzhou Jingwei Investment Management Co., Ltd. is owned as to 90.00% by Zuo Lingye ( ̸Ὃ⮶) and +10.00% by Xiao Ping ( ӽറ). Jingwei is managed by its fund manager, Shanghai Jingzhuo Investment +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 121 – + + +--- page 131 --- +Management Co., Ltd. (ʮ̡) (“Shanghai Jingzhuo”). Shanghai Jingzhuo has +primarily focused its investments in specialized technology sectors in recent years, and has invested in +many reputable technology companies such as Li Auto, Unitree Robotics, Muxi and LandSpace. +Chendao (being Changjiang Chendao, Yibin Lvneng and Yibin Chendao) +Each of Changjiang Chendao, Yibin Lvneng and Yibin Chendao is an equity investment fund in the +form of limited partnership and established under the laws of the PRC, all being controlled and managed +by their general partner, Chendao Capital LLP (೼ಥਜો༸ҳ༟ΥྫΆุ(Υྫ)) +(“Chendao Capital”). Chendao Capital is controlled by Ningbo Meishan Bonded Port Area Yitian +Investment Co., Ltd. (ʮ̡) as its general partner and in turn owned as to +67.00% by Guan Chaoyu ( ᗫಃЯ) and 33.00% by Zhang Shuqin (ා). The funds managed by Chendao +Capital primarily focus on investments in strategic emerging industries, including green and low-carbon +technologies, high-end equipment manufacturing, new materials, and semiconductors. +Shangqi Capital (being Shangqi Huizhu, Shangqi Delian and Ningbo Jiechuang) +Each of Shangqi Huizhu, Ningbo Jiechuang and Shangqi Delian are limited partnerships established +under the laws of the PRC. They are managed and controlled by Shanghai Shangqi Investment +Management Partnership Enterprise (Limited Partnership) (☃ҳ༟၍ଣΥྫΆุ(Υྫ)) +(“Shangqi Capital”) as general partner. Shangqi Capital was established in 2012 and is a private equity +fund manager focusing on automotive supply chain investments such as smart driving, advanced +manufacturing, new energy and materials. Shangqi Capital is owned as to 40% of limited partnership by +SAIC Motor Financial Holdings Co., Ltd. (ʮ̡), which is ultimately +controlled by SAIC Motor Corporation Ltd. (ʮ̡), the shares of which are listed +on the Shanghai Stock Exchange (stock code: 600104)). Shangqi Huizhu is owned as to 17.73%, 17.73% +and 11.82% of limited partnership by SAIC Motor Investment Capital Co., Ltd. (ᛆҳ༟ +ʮ̡), Shanghai Ruichuang Automobile Sales Co., Ltd. (ʮ̡) and SAIC +Motor Financial Holdings Co., Ltd. (ʮ̡), respectively, all of which are +ultimately controlled by the State-owned Assets Supervision and Administration Commission of Shanghai +(ึ). None of the other limited partners of Shangqi Huizhu holds more than +30% of its limited partnership. Shangqi Delian is owned as to 59.41% of limited partnership by Guangdong +Delian Group Co., Ltd. (ʮ̡), the share of which are listed on the Shenzhen Stock +Exchange (stock code: 002666). None of the other limited partners of Shangqi Delian holds more than 30% +of its limited partnership. Ningbo Jiechuang is owned as to 99.99% of limited partnership by SAIC Motor +Investment Management Co., Ltd. (ʮ̡), which is ultimately controlled by +the State-owned Assets Supervision and Administration Commission of Shanghai ( ɪऎ̹਷Ϟ༟ପ္ຖ၍ +ึ). +Geely +Geely is an equity investment fund in the form of limited partnership and established under the laws +of the PRC. It is controlled and managed by Geely (Tianjin) Private Equity Fund Management Co., Ltd. +(Λл(ݵ)ʮ̡) (“Geely Tianjin”) as its general partner, holding approximately 1.64% +partnership interest in Geely. Geely Tianjian is indirectly wholly-owned by Zhejiang Geely Holding Group +Company Limited (ʮ̡) (“Geely Holding”), which is ultimately beneficially +wholly-owned by Mr. Li Shufu (၅) (“Mr. Li”) and his associate. Geely is held by Geely Haihe +Co-creation Investment (Tianjin) Partnership (Limited Partnership) (΍௴ҳ༟(ݵ)ΥྫΆุ(Ϟ +Υྫ)) (“Geely Haihe”) as to 95.74% as a limited partner. Geely Haihe is controlled and managed by +Geely Investment Management (Tianjin) Co., Ltd. ( Λлҳ༟၍ଣ(ݵ)ʮ̡) and Geely Investment +Management (Zhenjiang) Co., Ltd. ( Λлҳ༟၍ଣ(ᕄϪ)ʮ̡) as its general partners, each holding +approximately 0.42% partnership interest therein. Each of the general partners of Geely Haihe is +ultimately controlled by Mr. Li. None of the limited partners of Geely Haihe hold more than 30% +partnership interest therein. Our Group became acquainted with Geely through introduction. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 122 – + + +--- page 132 --- +CVC +CVC is a limited partnership and established under the laws of the PRC. CVC is controlled and +managed by China V enture Capital Xinzhi Investment Development (Guangzhou) Limited Partnership +Enterprise (Limited Partnership) (࢝(ᄿψ)ΥྫΆุ(Υྫ)) (“CVC Xinzhi +Investment Development”), which is controlled and managed by its general partner, China V enture Capital +Innovation Private Equity Fund Management Co., Ltd. (ʮ̡) (“CVC +Innovation”). CVC is owned as to 58.60% of limited partnership by China V enture Capital Innovation +Investment Fund Co., Ltd. (ʮ̡), which is controlled by China Reform +Holding Corporation, Ltd. (ப΂ʮ̡) (“China Reform”), a wholly-owned subsidiary of +the State Council ( ਷ਕ৫). None of the other limited partners of CVC holds 30% or more of its limited +partnership. CVC Innovation is controlled by China Reform Fund Management Co., Ltd. (ږ +ʮ̡) (“China Reform Fund”), which is controlled by China Reform. +C&D Investment (being Jianfa Emerging Industry and Jianfa Changrong) +Jianfa Emerging Industry is a limited partnership established under the laws of the PRC. It is +controlled and managed by its general partner, Xiamen Jianxin Investment Co., Ltd. (ࠢ +ʮ̡) (“Xiamen Jianxin”). Jianfa Emerging Industry is owned as to 99.96% of limited partnership by +Xiamen C&D Emerging Industry Equity Investment Co., Ltd. (ப΂ʮ̡) +(“Xiamen C&D Investment”)), which is wholly owned by the State-owned Assets Supervision and +Administration Commission of the Xiamen Municipal People’s Government (਷Ϟ༟ପ္ +ึ). Jianfa Changrong is an equity investment fund in the form of limited partnership and +established under the laws of the PRC. It is controlled and managed by its general partner, Xiamen Jianxin. +None of the 13 limited partners of Jianfa Changrong holds more than 30% of its limited partnership. +Xiamen Jianxin is directly and indirectly wholly owned by Xiamen C&D Investment. Xiamen C&D +Investment was established in 2014 and is one of the five major business segments of Xiamen C&D Group +Co., Ltd. (ʮ̡), a Fortune Global 500 company. +Huaxin Chuangyuan +Huaxin Chuangyuan is an equity investment fund in the form of limited partnership and established +under the laws of the PRC. It is controlled and managed by its general partner, Qingdao Huaxin Boyuan +V enture Capital Management Center (Limited Partnership) (௴ุҳ༟၍ଣʕː(Υྫ)), +which is controlled by its general partner, Huaxin Y uanchuang (Qingdao) Investment Management Co., +Ltd. (௴(ࢥڡ)ʮ̡) (“Qingdao Huaxin”) and in turn wholly owned by Sakarya +Limited, a company incorporated under the laws of Hong Kong. None of the 12 limited partners of Huaxin +Chuangyuan holds more than 30% of its limited partnership. +Our Other Existing Pre-IPO Investors +Hai Feng Investment +Hai Feng Investment is a limited company incorporated in Hong Kong and is principally engaged in +equity investment. As of the Latest Practicable Date, Hai Feng Investment is wholly owned by SL Capital +Fund I, L.P ., the general partner of which is a wholly-owned subsidiary of SL Capital Partners Limited and +ultimately controlled by SK Inc., Chen Hao ( ௓ख), Zhu Linan (یLi Jiaqing (ᅅ) and Wang +Nengguang ( ˮঐΈ), each being an Independent Third Party. Except for Great Unity Fund I, L.P ., which +holds 84.50% of the limited partnership of SL Capital Fund I, L.P ., none of the other limited partners holds +more than 30% of the partnership therein. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 123 – + + +--- page 133 --- +Nanshan Hongtai +Nanshan Hongtai is a limited partnership established under the laws of the PRC. It is controlled and +managed by its general partner, Hongtai (Shenzhen) Industrial Investment Fund Management Enterprise +(Limited Partnership) ( ᒿइ(ଉέ)၍ଣΆุ(Υྫ)), which is controlled by Shenzhen +Hongtai Fund Investment Management Co., Ltd. (ʮ̡) as its general partner +(“Shenzhen Hongtai”). Shenzhen Hongtai is in turn owned as to 33.34%, 33.33% and 33.33% by two +independent individuals and Shenzhen Houwang Investment Management Co., Ltd. (ૐҳ༟၍ଣ +ʮ̡), respectively. Shenzhen Houwang Investment Management Co., Ltd. is owned as to 99.00% by +Zeng Zhijie (؏Except for National Integrated Circuit Industry Investment Fund Co., Ltd. (ණ +ʮ̡), which holds 43.75% of limited partnership of Nanshan Hongtai and +is collectively launched by a number of institutions, mainly including the Ministry of Finance of the PRC, +China Development Bank Capital Corporation Ltd, State Tobacco Monopoly Administration and Beijing +E-Town International Investment & Development Co., Ltd., none of the other limited partners holds more +than 30% limited partnership therein. +Ningbo Cenyou +Ningbo Cenyou is limited partnership established under the laws of the PRC. The general partner of +Ningbo Cenyou is Shanghai Cenhuang Investment Co., Ltd. (ʮ̡), which is +controlled by Li Lihua ( ҽᘆശ). Except for Zhang Zijie (؏who holds 71.50% of the limited +partnership of Ningbo Cenyou, none of the other limited partners holds more than 30% limited partnership +therein. +Ningbo Cenyou entered into an acting-in concert agreement with Dr. Li and Mr. Li in October 2020 +and such agreement was terminated in August 2025. The Company considers that the termination of the +acting-in-concert arrangement with Ningbo Cenyou did not adversely affect the management and +operations of our Company given that (i) Ningbo Cenyou was only a financial investor holding less than +2% of the Shares during the Track Record Period without any nomination right for Director or our +management, and it has no intention to and has never participated in the daily management or operation +of our Company; and (ii) all our executive Directors, our core management and our controlling +Shareholders remained unchanged during the Track Record Period. +Jiyuan Haoyue and Jiyuan Haoyuan (collectively, “Jiyuan Capital”) +Jiyuan Haoyue is an equity investment fund in the form of limited partnership and established under +the laws of the PRC and controlled and managed by its general partner, Zhangjiagang Y uanyu Enterprise +Management Partnership (Limited Partnership) (ಥ๕ρΆุ၍ଣΥྫΆุ(Υྫ)), which is +controlled by Shanghai Jican Management Consulting Co., Ltd. (ʮ̡)a si t s +general partner. None of the limited partners holds more than 30% of the interests in Jiyuan Haoyue. +Jiyuan Haoyuan is an equity investment fund in the form of limited partnership and established under +the laws of the PRC and controlled and managed by its general partner, Shanghai Jiyuan Huining +Enterprise Management Partnership (Limited Partnership) (๕ිྐྵΆุ၍ଣΥྫΆุ(Υྫ)), +which is controlled by Shanghai Jican Management Consulting Co., Ltd. (ʮ̡)a s +its general partner. None of the limited partners holds more than 30% of the interests in Jiyuan Haoyuan. +Shanghai Jican Management Consulting Co., Ltd. (ʮ̡) is owned as to +33.40% by Xu Bingdong (؇ފࢱ33.30% by Wu Chenyao ( ю௓గ) and 33.30% by Li Haojun (ࠏ.) +Changshun Zhiying and Changshun Jianye +Changshun Zhiying is an equity investment fund in the form of limited partnership and established +under the laws of the PRC and controlled and managed by its general partner holding approximately 0.1% +of the partnership interest, Gongqingcheng Changshun Jianye Investment Partnership (LP) (ܔ +ุҳ༟ΥྫΆุ(Υྫ)), which is managed by general partner, Sanya Pengzhe Private Fund +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 124 – + + +--- page 134 --- +Management Co., Ltd. (ʮ̡), which is owned as to 85.00% by Y ang Bing ( เ +Ώ) and 15.00% by Lu Xiaoting ( ௔ወణ). Changshun Jianye is a limited partner of Changsun Zhiying +holding 99.9% partnership interest. Changshun Jianye is wholly owned by Shi Jianxiang (ୂ). +Haiwang Fund +Haiwang Fund is an equity investment fund in the form of limited partnership and established under +the laws of the PRC. It is controlled and managed by its general partner, Shanghai Pudong Y unwang +Integrated Circuit Center (Limited Partnership) (⪯ૐණϓཥ༩ʕː(Υྫ)), which is +controlled by its general partner, Shanghai Pudong Haiwang Private Equity Fund Management Co., Ltd. +(ʮ̡), a company owned as to 49% by Shanghai Pudong Kechuang +Group Co., Ltd. (ʮ̡) (“Shanghai Pudong Kechuang”). Shanghai Pudong +Kechuang is owned as to 90% by the State-owned Assets Supervision and Management Commission of +Shanghai Pudong New Area (ึ) and as to 10% by Shanghai +Municipal Finance Bureau (҅). Except for Shanghai Pudong Kechuang, none of the other +shareholders of Shanghai Pudong Haiwang Private Equity Fund Management Co., Ltd. owns more than +30% of its equity interests. Haiwang Fund is owned as to 23.70% and 17.54% of limited partnership by +Shanghai Pudong Science and Technology Innovation Investment Fund Partnership Enterprise (Limited +Partnership) (ΥྫΆุ(Υྫ)), an equity fund ultimately controlled by +the State-owned Assets Supervision and Management Commission of Shanghai Pudong New Area ( ɪऎ +ึ) and Shanghai Pudong Kechuang, respectively. None of the other +limited partners of Haiwang Fund holds more than 30% of its limited partnership. +Baolong Automotive +Baolong Automotive is a joint stock company incorporated in the PRC principally engaged in +manufacture, sales, research and development and investment automotive parts and components, whose +shares are listed on the Shanghai Stock Exchange (stock code: 603197). +Mr . Zhou Yongsen ( +մ͑ಌ), Mr . Ying Ting (࣎and Ms. Xu Jianming (׼ܔࢱ) +Each of Mr. Ying Ting and Mr. Zhou Y ongsen is an individual investor and is a limited partner of +Jiakaisheng, a limited partnership established under the laws of the PRC, holding 36.50% and 62.50% +partnership interests, respectively. Ms. Xu Jianming is an individual investor and is the general partner of +Jiakaisheng. She served as our Supervisor from September 2015 to November 2024. +Zhuhai Xinde and Dongguan Xinde (collectively, “Guangfa Xinde Investment”) +Each of Zhuhai Xinde and Dongguan Xinde is a limited partnership and established under the laws +of the PRC. Both of them are controlled and managed by their general partner, GF Xinde Investment +Management Co., Ltd. (ʮ̡) (“GF Xinde”), which is wholly owned by GF +Securities Co., Ltd. (ʮ̡) (“GF Securities”), a company engaged in investment +banking, wealth management, trading and institutional services, and investment management, whose +shares are listed on both the Shenzhen Stock Exchange (stock code: 000776) and the Stock Exchange +(stock code: 1776). +Zhuhai Xinde is owned as to 20.00% and 18.54% of limited partnership by GF Xinde and GF Qianhe +Investment Co., Ltd. (ʮ̡) (“GF Qianhe”), respectively, both of which are wholly- +owned subsidiaries of GF Securities. None of the other partners of Zhuhai Xinde holds more than 30% of +its limited partnership. +Dongguan Xinde is owned as to 26.67% by GF Qianhe, 20.00% by GF Xinde, 20.00% by Dongguan +Industrial Investment Master Fund Co., Ltd. (ʮ̡), a wholly-owned +subsidiary of the State-owned Assets Supervision and Administration Commission of Dongguan Municipal +People’s Government (ึ), and 10.00% by Dongguan Fenggang +Qihang Investment Partnership Enterprise (Limited Partnership) (୷̹ჾ੪ৎঘҳ༟ΥྫΆุ(Υ +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 125 – + + +--- page 135 --- +ྫ)) which is in turn owned as to 99.00% by Dongguan Fenggang Qihang Investment Development Co., +Ltd. (ʮ̡), a wholly-owned subsidiary of People’s Government of +Fenggang Town of Dongguan (ִ݁and 1.00% by Dongguan Jinkong Equity +Investment Fund Co., Ltd. (ʮ̡), a wholly-owned subsidiary of State- +owned Assets Supervision and Administration Commission of Dongguan Municipal People’s Government +(ึ). None of the other partners of Dongguan Xinde holds more +than 30% of its limited partnership. +Nanjing Jinti +Nanjing Jinti is an equity investment fund in the form of limited partnership and established under +the laws of the PRC and controlled and managed by its general partner, Nanjing Jin’ou V enture Capital +Management Partnership (Limited Partnership) (ጀ௴ุҳ༟၍ଣΥྫΆุ(Υྫ)), which is +controlled by Jinyu Maowu (Tibet) V enture Capital Management Co., Ltd. (ي߱ڠږ(Гᔛ)௴ุҳ༟၍ଣ +ʮ̡) as a general partner, which is in turn wholly owned by Jolmo Investment Management Co., Ltd. +(ʮ̡), whose shares are listed on the National Equities Exchange And +Quotations (Stock code: 834960) and is principally engaged in equity investment business. Except for +Nanjing Beilian V enture Capital Co., Ltd. (ʮ̡), which holds 49.00% of limited +partnership of Nanjing Jinti and is ultimately controlled by the Administrative Committee of Nanjing +Jiangbei New Area (ึ), none of the other limited partners holds more than 30% +of its limited partnership. +Huachun Baoxin +Huachun Baoxin is a limited partnership established under the laws of the PRC. It is managed by its +general partner, Huatai Baoli Investment Management Co., Ltd. (ʮ̡), which is +wholly owned by Huatai Asset Management Co., Ltd. (ʮ̡), a company indirectly +controlled by HUA TAI Insurance Group Co., Ltd. (ʮ̡) (“HUA TAI Insurance”), +an insurance group. Huachun Baoxin is owned as to 76.67%, 15% and 5% of limited partnership by Huatai +Life Insurance Co., ltd. (ʮ̡), Huatai P&C Insurance Co., Ltd. (ᎈϞ +ʮ̡) and Huatai Asset Management Co., Ltd. (ʮ̡), all of which are ultimately +controlled by HUA TAI Insurance. None of the other limited partners of Huachun Baoxin holds more than +30% of its limited partnership. +Huajin Lingyi and Huajin Shangying +Each of Huajin Linyi and Huajin Shangying is a limited partnership established under the laws of +the PRC and is managed by their general partner, Zhuhai Huajin Lingchuang Fund Management Co., Ltd. +(ʮ̡) (“Zhuhai Huajin”), which is wholly-owned by Zhuhai Huajin Capital +Co., Ltd. (ʮ̡) (“Huajin Capital”), a company Listed on the Shenzhen Stock +Exchange (Stock Code: 000532). The limited partnership of Huajin Linyi is owned as to (i) 46.64% by +Zhuhai Huajin Alpha 5 Equity Investment Fund Partnership Enterprise (Limited Partnership) (ڛږ +ΥྫΆุ(Υྫ)), which is managed by its general partner, Zhuhai Huaying +Investment Co., Ltd. (ʮ̡) (“Zhuhai Huaying”), a wholly-owned subsidiary of Huajin +Capital, (ii) 26.65% by Zhuhai Development Investment Fund Phase II (Limited Partnership) (࢝ +ɚಂ(Υྫ)), which is managed by its general partner, Zhuhai Huashi Zhiying Industrial +Investment Co., Ltd. (ʮ̡), a subsidiary of Zhuhai Huafa Technology +Industry Group Co., Ltd. (ʮ̡) (“Zhuhai Huafa”) and ultimately controlled +by the State-owned Assets Supervision and Administration Commission of Zhuhai Municipal People’s +Government (ึ), (iii) 16.66% by Zhuhai Huajin Alpha 6 Equity +Investment Fund Partnership Enterprise (Limited Partnership) (ΥྫΆ +ุ(Υྫ)), which is managed by its general partner, Zhuhai Huaying, (iv) 6.66% by Huajin Avenue +Investment Co., Ltd. (ʮ̡), which is ultimately controlled by the State-owned Assets +Supervision and Administration Commission of Zhuhai Municipal People’s Government (ִ݁ +ึ), (v) 3.33% by Huizhou Innovation Investment Co., Ltd. (ࠢ +ʮ̡), which is ultimately controlled by the State-owned Assets Supervision and Administration +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 126 – + + +--- page 136 --- +Commission of Huizhou Municipal People’s Government (ึ), and +(vi) 0.07% by Zhuhai Huajin. Huajin Shangying is owned as to 54.05% and 45.75% of limited partnership +by Zhuhai Huajin Zhishang Business Consulting Partnership (Limited Partnership) (ਠਕፔ +༔ΥྫΆุ(Υྫ)), a limited partnership managed by its general partner, Zhuhai Huajin, and Zhuhai +Huajin Shangying No. 6 Equity Investment Fund Partnership (Limited Partnership) (ٰ +ΥྫΆุ(Υྫ)), a limited partnership managed by its general partner, Zhuhai Huaying, +respectively. +CICVC +CICVC is a limited partnership established under the laws of the PRC. It is managed by Beijing +CICV Capital Management Co., Ltd. (ʮ̡) as its general partner. The limited +partnership of CICVC is owned as to (i) 33.33% by Xinyuan Rongda (Hainan) Investment Partnership +Enterprise (Limited Partnership) (Ⴣፄ༺(ی)ҳ༟ΥྫΆุ(Υྫ)), the general partner of which +is Henghong Y uanxin Investment (Hainan) Co., Ltd. (ҳ༟(ی)ʮ̡) and ultimately +controlled by managed and controlled by Liu Xiaoling (ޛand Xu Dongchu (ڋ؇ࢱii) 30.00% +by Yibin Emerging Industry Investment Group Co., Ltd. (ʮ̡), a wholly- +owned subsidiary of Yibin Development Holding Group Co., Ltd. (ʮ̡) (“Yibin +Development Holding”) which is ultimately owned as to 90.00% and 10.00% by the State-owned Assets +Supervision and Administration Commission of Yibin Municipal People’s Government (਷Ϟ +ึ) and Sichuan Provincial Department of Finance (ᝂ), respectively, (iii) +17.55% by Sichuan Southern Sichuan Economic Zone Integrated Development Investment Fund (Limited +Partnership) (ږ(Υྫ)), which is controlled and managed by +Yibin Development Holding, and (iv) 7.45% by Northern Emerging (Yibin) V enture Capital Partnership +Enterprise (Limited Partnership) ( ̏˙อጳ(Ⴗ)௴ุҳ༟ΥྫΆุ(Υྫ)), which is controlled and +managed by Yibin Development Holding. None of the other limited partners of CICVC holds more than +30% of its limited partnership. +SANY +SANY is a limited liability company incorporated under the laws of the PRC and held as to 41% by +SANY Group Co., Ltd. (ʮ̡) as its largest shareholder, which is a leading construction +machinery group and ultimately controlled by Liang Wengen (࣬None of the other shareholders of +SANY holds more than 30% of its equity interests. +Qufu Tianbo +Qufu Tianbo is a limited liability company incorporated in the PRC and is owned as to 39.5% by +Qufu Tianbo Equity Investment Fund Limited Partnership Enterprise (Limited Partnership) (ٰ +ΥྫΆุ(Υྫ)), the general partner of which is Lv Xinmin ( ѐอ͏). None of the other +shareholders of Qufu Tianbo holds more than 30% of its equity interests. +Shuangyi Hengrun +Shuangyi Hengrun is a limited partnership established under the laws of the PRC. Its general partner +is Hainan Lianheng Management Consulting Co., Ltd. (ʮ̡), which is owned as +to 65% by Y an Changhui (ึ) as its largest shareholder. Shuangyi Hengrun is owned as to 95% of +limited partnership by Shandong Shuangyi Technology Co., Ltd. (ʮ̡), shares of +which are listed on the Shenzhen Stock Exchange (stock code: 300690). None of the other limited partner +holds more than 30% of its limited partnership. +Guangqi Yuexiu and Guangqi Zhiyuan +Each of Guangqi Y uexiu and Guangqi Zhiyuan is a limited partnership established under the laws of +the PRC, the general partner of which is Guangzhou Yingpeng Private Equity Fund Management Co., Ltd. +(ʮ̡). It is wholly-owned by Guangqi Capital Co., Ltd. (ʮ̡) +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 127 – + + +--- page 137 --- +(“Guangqi Capital”), which is wholly owned by Guangzhou Automobile Group Co., Ltd. ( ᄿψӛԓණྠ +ʮ̡), a company listed on Shanghai Stock Exchange (stock code: 601238) and main board of +the Stock Exchange (stock code: 2238) and a leading joint-stock automotive enterprise group. +The limited partnership of Guangqi Y uexiu is owned as to (i) 37.38% by Guangqi Capital, (ii) +37.38% by Guangzhou Y uexiu Jinxin Master Fund Investment Partnership Enterprise (Limited +Partnership) (ҳ༟ΥྫΆุ(Υྫ)), a limited partnership managed and +controlled by Guangzhou Y uexiu Capital Holding Group Co., Ltd. (ʮ̡) and +ultimately controlled by Guangzhou Y uexiu Capital Holding Group Co., Ltd. (ٰ +ʮ̡), shares of which are listed on the Shenzhen Stock Exchange (stock code: 000987), (iii) +12.50% by Guangzhou Sui Kai Equity Investment Co., Ltd. (ʮ̡), (iv) 6.25% +Guangzhou Development Zone Meixin Technology Development Co., Ltd. (ࠢ +ʮ̡), both being wholly-owned subsidiaries of the Administrative Committee of Guangzhou Economic +and Technological Development Zone (ึ), (v) 6.25% by Guangzhou +Dongjin Lichuang Private Equity Investment Fund Partnership (Limited Partnership) (ආট௴ӷ෍ +ΥྫΆุ(Υྫ)), a wholly-owned limited partnership of the State-owned Assets +Supervision and Administration Bureau of Zengcheng District of Guangzhou (ਜ਷Ϟ༟ପ္ຖ +၍ଣ҅), (vi) 0.13% by Guangzhou Y uexiu Industrial Investment Fund Management Co., Ltd. ( ᄿψ൳Ӹ +ʮ̡), a company ultimately controlled by Guangzhou Y uexiu Capital Holding +Group Co., Ltd. (ʮ̡) and (vii) 0.13% by Guangzhou Yingpeng Private +Equity Fund Management Co., Ltd. (ʮ̡). +Guangqi Zhiyuan is owned as to 84.35% of limited partnership by Guangdong Xingguang No. 2 +Equity Investment Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)), which +is managed by Camel Equity Investment Fund Management (Guangdong) Co., Ltd. (၍ +ଣ(؇)ʮ̡) as its general partner. None of the other limited partners of Guangqi Zhiyuan holds +more than 30% of its limited partnership. +Shenzhen Huiyue and Shenzhen Tianhui (collectively, “Fibonacci V enture Capital”) +Shenzhen Huiyue is managed by Sanya Qiansheng Phase II Investment Partnership (Limited +Partnership) (ɚಂҳ༟ΥྫΆุ(Υྫ)) as general partner, which is in turn managed by +Shenzhen Baiyang Investment Management Co., Ltd. (ʮ̡) as general partner. +Shenzhen Baiyang Investment Management Co., Ltd. (ʮ̡) is wholly owned by +Sanya Qiansheng V enture Capital Co., Ltd. (ʮ̡). None of the 24 limited partners +of Shenzhen Huiyue holds more than 30% of the limited partnership therein. Shenzhen Tianhui is managed +by Sanya Qiansheng Chuangye Investment Co., Ltd. (ʮ̡) as general partner. +Sanya Qiansheng Chuangye Investment Co., Ltd. (ʮ̡) is owned as to 49.2% by +Shenzhen Tiemuzhen Investment Consulting Co., Ltd. (ʮ̡) as its largest +shareholder, which is controlled by Xiong Wei ( ဤਃ). Shenzhen Tianhui is owned as to 32.40% of limited +partnership by Foshan Nuojin Angel Investment Co., Ltd. (ʮ̡). Foshan Nuojin +Angel Investment Co., Ltd. (ʮ̡) is owned as to 60% and 40% by Liu Ailin ( ᄎ +؍and Liu Wei (۾respectively. None of the other limited partners of Shenzhen Tianhui holds more +than 30% of its limited partnership. +Thriving Capital +Thriving Capital is a limited partnership established under the laws of the PRC and is owned as to +99% and 1% of limited partnership by Wu Cen ( юҊ) and Huang Kun ( රᎂ), which is ultimately +controlled by Huang Kun ( රᎂ). +Junwang Investment +Junwang Investment is a limited partnership established under the laws of the PRC. Its general +partner is Y ue Hao (ख). as its general partner who holds 27.78% limited partnership interest. The +limited partners of Junwang Investment are Xing Xiao ( Ԝᖋ) and Li Yinan ( ҽᛄӲ), who hold 70% and +2.22% of the limited partnership interest, respectively. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 128 – + + +--- page 138 --- +LOCK-UP PERIOD +Pursuant to the applicable PRC law, within the 12 months following the Listing Date, all existing +Shareholders (including our Pre-IPO Investors) are prohibited from disposing of any of the Shares held +by them. +PUBLIC FLOAT +Our Company has applied for H Share full circulation to convert an aggregate of 325,634,820 +Unlisted Shares held by 47 existing Shareholders, representing 100% of the total issued Shares of our +Company as of the Latest Practicable Date. +Among the 325,634,820 H Shares to be converted from Unlisted Shares and listed on the Stock +Exchange following the Completion of the Global Offering and the Conversion of Unlisted Shares into H +Shares: +(a) 111,406,640 H Shares representing approximately 29.39% of our total issued Shares upon the +Listing (without taking into account any Shares that may be issued upon exercise of the +Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme)) will not be counted +towards the public float for the purpose of Rule 19A.13A(1) of the Listing Rules upon the +Listing as such H Shares are held by Dr. Li, Mr. Li, Shanghai Chuangyingrui, Shanghai +Ruixinchuang, Gongqingcheng SENASIC and Gongqingcheng Yingruichuang, being the core +connected persons of our Company; and +(b) the remaining 214,228,180 H Shares (representing approximately 56.52% of our total issued +Shares upon the Listing (without taking into account any Shares that may be issued upon +exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme)) will +be counted towards the public float for the purpose of Rule 19A.13A(1) of the Listing Rules +after the Listing as such Shareholders are not core connected persons of our Company upon the +Listing nor accustomed to take instructions from our Company’s core connected persons in +relation to the acquisition, disposal, voting or other disposition of their Shares and their +acquisition of Shares were not financed directly or indirectly by our Company’s core connected +persons. +See “Share Capital—Conversion of Unlisted Shares into H Shares” for more details of the H Shares +to be converted from Unlisted Shares and listed on the Stock Exchange following the completion of the +Global Offering and the Conversion of Unlisted Shares into H Shares. +As a result, immediately upon completion of the Global Offering and the Conversion of Unlisted +Shares into H Shares, taking into account 53,407,000 H Shares to be offered pursuant to the Global +Offering (without taking into account any Shares that may be issued upon exercise of the Over-allotment +Option and under the 2026 Pre-IPO Share Option Scheme), an aggregate of 267,635,180 H Shares will +count towards the public float of our Company under Rule 19A.13A(1) of the Listing Rules, representing +70.61% of the total issued Shares. +Based on (i) the Offer Price of HK$18.36, and (ii) 379,041,820 total H Shares which are expected +to be in issue immediately upon completion of the Global Offering and the Conversion of Unlisted Shares +into H Shares (without taking into account any Shares that may be issued upon exercise of the +Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme), it is expected that the market +value of the H Shares at the time of Listing will be HK$6.96 billion. Accordingly, in the event that the +expected market value of our Company is over HK$6.0 billion but not exceeding HK$30.0 billion, the +higher of (a) the percentage that would result in the expected market value of H shares held by the public +to be HK$1.5 billion at the time of listing; and (b) 15% of the total number of issued Shares must be held +by the public at the time of Listing. +Based on a public float of 70.61%, our Company will be able to meet the minimum public float +requirements under Rule 19A.13A(1) of the Listing Rules. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 129 – + + +--- page 139 --- +FREE FLOAT +Rule 19A.13C(1) of the Listing Rules provides that, where a new applicant is a PRC issuer with no +other listed shares at the time of listing, this will normally mean that the portion of H shares for which +listing is sought that are held by the public and not subject to any disposal restrictions (whether under +contract, the Listing Rules, applicable laws or otherwise), at the time of listing, must: (a) represent at least +10% of the total number of issued shares in the class to which H shares belong at the time of listing +(excluding treasury shares), with an expected market value at the time of listing of not less than HK$50 +million; or (b) have an expected market value at the time of listing of not less than HK$600 million. +Shares held by all the existing shareholders of the Company (i.e. 325,634,820 Shares) are subject to +a lock-up period of 12 months following the Listing Date pursuant to the applicable PRC laws and H +Shares to be issued to the Cornerstone Investors pursuant to the cornerstone investments set forth in +“Cornerstone Investors” of this prospectus (i.e. 15,413,600 H Shares) are subject to a lock-up period of +six months following the Listing Date. The Offer Shares to be subscribed by all the other investors +participating in the Global Offering are not subject to any disposal restriction. Our Company is expected +to satisfy the free float requirement under Rule 19A.13C(1) of the Listing Rules, with sufficient H Shares +held by the public and available for trading. +EMPLOYEE INCENTIVE SCHEMES +We have adopted the 2015 Employee Incentive Scheme, the purpose of which is to incentivize our +employees and external consultant who have made contribution to our Group’s development. The +underlying Shares under the 2015 Employee Incentive Scheme was issued and held by Shanghai +Chuangyingrui and Shanghai Ruixinchuang as our ESOP Platforms, which are controlled by Dr. Li. For +details of the 2015 Employee Incentive Scheme, see the section headed “Statutory and General +Information—1. Further Information about our Company—F. Employee Incentive Scheme—2015 +Employee Incentive Scheme” in Appendix IV to this prospectus. +We have also adopted the 2026 Pre-IPO Share Option Scheme, the purpose of which is to further +incentivize our Directors, senior management and employees who have made continuous contribution to +our Group’s development. The maximum number of Shares that may be issued under such scheme is +20,391,891 Shares. For details of the 2026 Pre-IPO Share Option Scheme, see the section headed +“Statutory and General Information—1. Further Information about our Company—F. Employee Incentive +Schemes—2026 Pre-IPO Share Option Scheme” in Appendix IV to this prospectus. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 130 – + + +--- page 140 --- +CORPORATE STRUCTURE +The following chart sets forth our corporate structure immediately prior to the Global Offering and the Conversion of Unlisted Shares into H Shares (1): +100% +100% +51% +100% +HongKong SENASIC Electronic +Limited +Viatire Tech SDN. BHD.(2) +Gainsil +100% +Shanghai Xinruichuang Electronics +Technology Co., Ltd. +Our Company +Shanghai SENASIC +Hai Feng +Investment +6.44% 6.00% 4.33% 3.91% 3.03% 2.23% 2.08% 1.89% 1.51% 1.42% +7.63% 6.05% 4.88% 4.17% 3.70% 2.43% 1.96% 2.09% 1.62% 1.48% +Shanghai +Ruixinchuang(3) +Mixed Reform +Fund +10.48% +Dr. Li Chendao Mr. Li Huaxin +Chuangyuan C&D Investment Shangqi +Capital +Gongqingcheng +Yingruichuang +Changshun +Zhiying +8.41% +Other 13 +Shareholders +Baolong +Automotive +Jingwei +9.10% +Shanghai +Chuangyingrui(3) CVC Nanshan +Hongtai +Xinde +Guangfa +Ningbo +Cenyou +Haiwang +Fund +0.87% +Gongqingcheng +SENASIC(4) +GAC +Investment +Jiyuan +Capital Geely +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 131 – + + +--- page 141 --- +(1) See note to the capitalization table set forth in the “—Capitalization of Our Company” for details. +(2) The remaining 49% of shareholding of such subsidiary is owned by 3L Automotive Technology Pte. Limited as to 4% and E-Motor Industries Intl, Shangh ai Co., Ltd. as to 45%, both +of which are Independent Third Parties. +(3) The general partner of Shanghai Chuangyingrui and Shanghai Ruixinchuang was Shanghai Y aojun, which was wholly-owned by Dr. Li. The multi-layer p artnership structure was established +to facilitate the administrative management of relevant Shares under the ESOP Platform and to maintain Dr. Li’s control over such Shares, which was no t uncommon for PRC companies +with incentive share platform. The ultimate limited partners of Shanghai Chuangyingrui and Shanghai Ruixinchuang are grantees under the 2015 Emplo yee Incentive Scheme (including +our Company’s Directors, senior management, existing employees and former employee), the details of whom are disclosed in the section headed “Statu tory and General Information” in +Appendix IV to this prospectus. +(4) Gongqingcheng SENASIC is a shareholding platform established by certain shareholders of our Company for holding shares in our Company, which are limited partners of such platform. +The general partner of Gongqingcheng SENASIC was Shanghai Y aojun, which was wholly-owned by Dr. Li. The limited partners of Gongqingcheng SENASIC in clude (1) Xu Liang, a +friend of Dr. Li and an Independent Third Party, who is interested in approximately 92.56% of its limited partnership interests, (ii) Huang Xuan, a fri end of Dr. Li and an Independent +Third Party, who is interested in 7.40% of its limited partnership interests, and (iii) Shanghai Y aojun, which is interested in 0.04% of its limited pa rtnership interests. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 132 – + + +--- page 142 --- +The following chart sets forth our corporate structure immediately after the completion of the Global Offering and the Conversion of Unlisted Shares +into H Shares, without taking into account any H Shares which may be issued upon the exercise of the Over-allotment Option or the 2026 Pre-IPO Share +Option Scheme +(1): +6.55% +100% +100% +51% +100% +HongKong SENASIC Electronic +Limited +Viatire Tech SDN. BHD.(2) +GainsilShanghai Xinruichuang Electronics +Technology Co., Ltd. +Our Company +Shanghai SENASIC +Hai Feng +Investment +5.53% 5.16% 3.72% 3.36% 2.60% 1.92% 1.79% 1.62% 1.30% 1.22% +5.20% 4.19% 3.58% 3.18% 2.09% 1.69% 1.80% 1.39% 1.27% 9.18% +Shanghai +Ruixinchuang(3) +Mixed Reform +Fund Chendao Mr. Li Huaxin +Chuangyuan C&D Investment Shangqi +Capital +Gongqingcheng +Yingruichuang +Changshun +Zhiying +Baolong +Automotive +14.09% +Other Public +Shareholders +Other 13 +Shareholders +Jingwei CVC Nanshan +Hongtai Guangfa Xinde Ningbo +Cenyou +Haiwang +Fund +0.75% +Gongqingcheng +SENASIC(4) +GAC +Investment +Jiyuan +Capital Geely +100% +9.00% +Dr. Li +7.82% +Shanghai +Chuangyingrui(3) +(1)-(4) See notes to the capitalization table set forth in page 130 of this prospectus for details. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 133 – + + +--- page 143 --- +OVERVIEW +We are a top provider of wireless sensor SoCs globally, dedicated to providing innovative sensor +chips. We are the third largest automotive wireless sensor SoC company globally and the largest +automotive wireless sensor SoC company in China in terms of revenue in 2025, according to the F&S +report. The automotive wireless sensor SoC market is a subsector of the overall wireless sensor SoC +market, with the top two players accounting for over 50% of the global automotive wireless sensor SoC +market in aggregate, according to the same source. +We have accomplished the wireless integration and SoC architecture of sensor chips. Recognizing +wireless sensor SoCs as pivotal growth engines in automotive electronics, we secured competitive +advantage by mass-producing high-performance automotive-grade wireless sensor SoCs since 2018. +Leveraging our domain expertise and scalable SoC platform, we are able to deploy these innovations in +other high-growth verticals such as energy storage, industrial electronics, robotics and consumer +electronics since 2021, where our wireless sensor SoCs enable next-gen capabilities for intelligent edge +applications. +Sensor SoCs are the vital gateway between intelligent terminals and the physical world, equipping +intelligent terminals with a secure and reliable layer of digital protection. We offer a comprehensive +portfolio of sensor SoC products for a broad array of sensing settings, primarily including: (1) intelligent +tire sensing, where sensor SoCs are used in tire pressure, temperature, load and blowout monitoring; (2) +battery monitoring, where sensor SoCs are used to monitor the voltage, current, impedance, temperature, +pressure and other key physical properties of battery packs and individual cells; (3) universal sensor +interface, where sensor SoCs serve multiple purposes, such as the monitoring of air conditioning pressure, +intelligent chassis brake pressure and vehicle acceleration; and (4) other settings, such as ultrasonic sensor +systems for ADAS. The image below illustrates the primary applications of our products, in the instance +of automotive electronics sector. +• Battery pressure sensor (BPS) +• Battery aerosol sensor (BAS) +• wBMS +• ...... +Intelligent Tire Sensing +• Tire pressure monitoring system (TPMS) +• Load monitoring +• Blowout monitoring +• ...... +Battery Monitoring System +Other Settings +• Air conditioning pressure +• Intelligent chassis brake pressure +• Vehicle acceleration +• ...... +• Ultrasonic sensor system +(USS) +• ...... +Universal Sensor Interface +OUR INNOV ATION-LED V ALUE PROPOSITION +We are an innovation-led and technology-driven company, with a steadfast commitment to the +principle of “Product-market Fit.” We consistently pursue the convergence of evolving market demand +with our accumulated technological expertise, to deliver cutting-edge products that resonate with customer +needs and industry trends. +We have gained keen insights into the shifting dynamics of market demand for sensor SoCs through +continuous market research and forward-looking exploration. First , catalyzed by the rapid growth of the +NEV industry, the automotive sensor market is poised for substantial long-term growth. Second , sensor +SoCs are the vital gateway between the physical and digital world. While computing chips serve as the +BUSINESS +– 134 – + + +--- page 144 --- +“brain” of intelligent systems, it is sensor chips that enable the “brain” to see, hear, feel and respond to +the environment. Third , wireless integration, as a key development trend of future sensors, is redefining +the future of sensing technology. Sensor architectures have been evolving toward highly integrated +wireless sensor system-on-chips, i.e., SoCs, which combine traditional sensing function with low-power +wireless communication and edge computing capabilities, and enable energy and information flows with +interconnected cells. Through system-level integration, wireless sensor SoCs incorporate the components +and subsystems for wireless sensing into a single microchip, enabling them to perform physical signal +detection, and support localized data processing and wireless transmission. Such integration unlocks the +next-generation sensing platform across automotive, energy storage and industrial electronics +applications, featuring system-level integration, lightweight and low power consumption. +Our sensor SoCs equip hardware with multi-dimensional sensing capabilities, ranging from voltage, +current and pressure to temperature, humidity and acceleration, which we expect to be more widely +deployed in the AI era. Our sensor SoCs equip terminals with high-frequency data transmission that is +critical to edge AI capabilities. For instance, via our TPMS SoCs, tire pressure data can be continuously +transmitted to the cloud platform of vehicles for data analysis, thereby detecting abnormalities in advance +to provide early alarms. +We therefore identify our path at the nexus of market opportunities and our core capabilities. We +believe that wireless sensor SoCs are poised for tremendous long-term value and market potential. +According to the F&S report, it is expected that the global market size of automotive wireless sensor SoCs +in terms of revenue will increase from RMB4.3 billion in 2026 to RMB25.1 billion in 2030, at a CAGR +of 55.3%. We believe that we are well-positioned to capture the growth opportunities in this market, which +is driven by the growth of the NEV market, elevated regulatory mandates, enhanced battery safety +requirements and battery architecture evolution, among others. +As of December 31, 2025, the cumulative shipment volume of our automotive sensor SoCs reached +241.9 million units and our wireless sensor SoCs had been installed in more than 40 vehicle models. +According to the F&S report (as to market information): + We are the third largest automotive wireless sensor SoC company globally and the largest +automotive wireless sensor SoC company in China in terms of revenue in 2025. + We are the first supplier in China that had achieved mass production of TPMS SoCs and BLE +TPMS SoCs and also the first and the only supplier of TPMS SoCs and BLE TPMS SoCs for +automotive OEMs in China. We ranked No. 3 globally and No. 1 in China in terms of the +revenue from TPMS SoC products in 2025. + We are the first company that launched BPS SoC globally. We ranked No. 1 globally in terms +of the revenue from BPS SoC products in 2025. + We are the first and currently the only company in China with automotive-grade wBMS +capabilities. + Our products have been adopted by all of the top 10 domestic automotive OEMs in China in +terms of sales volume in 2025. +Our commercial success is underpinned by our unparalleled experience in automotive-grade mass +production. Automotive-grade mass production ability is a key benchmark in evaluating the fulfillment +capabilities of sensor chip providers, as automotive applications impose rigorous requirements on +performance, reliability and compatibility, and require extensive testing and validation by automotive +OEMs. According to the F&S report, it typically takes 3.5 to 5.5 years for automotive-grade chips to +undergo the procedures from design commencement to mass production. Our early-established and mature +automotive-grade mass production capabilities defend our competitive advantages, accelerate our +go-to-market execution, and provide steadfast support for efficient commercialization that precedes our +peers. +BUSINESS +– 135 – + + +--- page 145 --- +Our total revenue increased from RMB223.5 million for 2023 to RMB347.5 million for 2024 and +further to RMB477.9 million for 2025, at a CAGR of 46.2%. In 2023, 2024 and 2025, our key customer +retention rate was 97.6%, 93.8% and 86.3%, respectively, and the net dollar retention rate of key +customers was 231.3%, 159.0% and 133.9% for the same periods, respectively. Our gross profit margin +increased from 16.6% in 2023 and to 20.3% in 2024 and further to 28.0% in 2025. +OUR PRODUCT PORTFOLIO +China has become the world’s largest automotive manufacturing and consumption market since +2009, according to the F&S report. Automotive sensor chips are the core component of automotive sensing +system, tasked with capturing a wide array of environmental and mechanical signals inside and outside of +vehicles, processing, calibrating and compensating them in real time, and relaying them to the domain or +central controllers. With the advancement of smart vehicles, automotive OEMs and Tier 1 suppliers have +been actively pursuing sensing capabilities, opening up new opportunities for sensor innovations. At the +same time, the automotive industry’s shift towards distributed architectures and edge intelligence was +placing ever higher requirements on sensor performance. We were founded in 2015 amidst these market +tailwinds, focusing on the development of automotive-grade sensor SoCs. +Intelligent Tire Sensing SoCs +We achieved the mass production of our TPMS SoCs, our major product for intelligent tire sensing, +in 2018. We are the first supplier in China that had achieved mass production of TPMS chips, according +to the F&S report. We established first-mover advantage when China promulgated the mandatory standard +for TPMS of passenger cars in 2017 (i.e., Performance Requirements and Test Methods of Tire Pressure +Monitoring System for Passenger Cars (جGB +26149-2017), implemented from 2020. Pursuant to such standard, our TPMS SoCs are adopted in Type I +TPMS (i.e., sensor-based), which is the predominant TPMS solution for passenger vehicles in China, +according to the F&S report. We are also the first supplier in China that had achieved mass production of +BLE TPMS chips, according to the F&S report, ready to capitalize on the expedited intelligent upgrades +of NEVs in China that require TPMS sensors to achieve high data rates, high bandwidth and bi-directional +communications. BLE TPMS solutions are emerging as the new industry trend due to their high integration +and platform-based advantages, according to the same source. Additionally, we are the first and the only +supplier of TPMS SoCs and BLE TPMS SoCs for automotive OEMs in China, according to the same +source. +BMS SoCs +In 2021, we achieved the mass production of our BPS SoCs, one of our major BMS products, to +address the challenges of early fault detection in thermal scenarios. We fortified our first-mover advantage +with the launch of such product, when China promulgated the mandatory safety standard of the power +batteries for EVs in 2020 (i.e., Electric V ehicles Traction Battery Safety Requirements ( ཥਗӛԓ͜ਗɢ +Ӌ) (GB 38031-2020), requiring five-minute advance warnings before thermal runaway. We +remain our position in this market segment, ranking No. 1 globally in terms of the revenue of BPS SoC +products in 2025, according to the F&S report. +We continue to achieve breakthroughs with BMS SoCs, with the launch of new-generation BPS SoC +product that meets the elevated safety standard of power batteries from passive alerts to proactive defense. +In 2025, a more stringent mandatory requirement was promulgated for the power batteries for EVs in +China, which mandates that power batteries must not ignite or explode for at least two hours following a +thermal runaway event, and will be implemented from July 2026. We developed the first BPS chip in +China in 2025 that met such new mandatory standard, according to the F&S report. +wBMS SoCs +Drawing from our expertise in BMS SoCs, we are committed to the development of SoCs based on +wireless battery monitoring system, or wBMS technology—a future-facing architecture with the potential +to redefine battery monitoring systems. wBMS SoCs offer transformational benefits by significantly +BUSINESS +– 136 – + + +--- page 146 --- +enhancing battery cell monitoring reliability and precision, streamlining battery pack assembly, reducing +wiring complexity and overall cost, and driving battery system intelligence. Specifically, compared with +traditional wired BMS solutions, wBMS SoCs eliminate bulky wiring harnesses and enables modular pack +design to achieve overall production cost savings. They also offer critical value by improving connection +reliability and mitigating mechanical failure, minimizing peripheral component costs, and enhancing the +maintainability of battery packs (e.g., in energy storage systems, battery packs can be swapped in and out +rather than plug in and out wiring harnesses). By virtue of the unique benefits offered by wBMS SoCs, +the market for wBMS SoCs is projected for long-term growth, with global revenue increasing from +RMB0.1 billion in 2027 to RMB22.2 billion by 2030, at a CAGR of 457.5%, according to the F&S report. +We began to generate revenue in connection with our wBMS SoCs in 2025. Our wBMS SoCs had entered +into front-end validation and were in the process of obtaining formal designation from leading cell and +battery manufacturers in China as of the Latest Practicable Date. +USI SoCs +We achieved the mass production of our USI SoCs in 2021, which has enabled us to diversify the +application scenarios of our products. USI SoCs are characterized by applications in a wide range of +sensors such as air conditioning pressure sensor, intelligent chassis brake pressure sensor and vehicle +acceleration sensor. We identified that the USI SoCs address critical demands, e.g., (1) the replacement +of legacy components of traditional internal combustion engine vehicles, such as TMAP sensors for intake +manifold pressure, engine oil pressure sensors, and transmission pressure sensors; and (2) emerging +applications in NEVs, including sensors for air conditioning systems, and for monitoring pressure, +temperature and humidity and intelligent chassis pressure. +OUR TECHNOLOGY FOUNDATION +Our technological capabilities are the cornerstone for our value proposition. Since our inception, we +have established a proprietary sensor SoC platform that integrates sensing, processing and wireless +transmission capabilities, coupled with wireless radio frequency technologies, automotive-grade SoC +capabilities and engineering capabilities, which together form our technology foundation. +The following diagram illustrates how our technology foundation empowers us to innovate new +products and serve downstream sectors. +Proprietary Sensor +SoC Platform +Wireless Radio +Frequency Technologies +Automotive-grade +Capabilities +Engineering +Capabilities +Core Technologies +Intelligent +Tire Sensing +Battery +Management +Universal Sensor +Interface +Peripheral +Settings +Core Applications +Industrial +Electronics +Core Products +Automotive +Energy +Storage +RoboticsTele- +communications +BUSINESS +– 137 – + + +--- page 147 --- +Proprietary Sensor SoC Platform +Characterized by high modularity and scalability, our proprietary sensor SoC platform empowers the +design and development of SoC products with functions and parameters customized for the diverse +requirements of various terminals. Our sensor SoC platform covers the essential functional blocks of a +sensor SoC system, including signal sensing (i.e., through MEMS interface circuit), signal processing (i.e., +through ADC and MCU), and wireless communication (i.e., through auto wireless circuit). By selecting, +combining, configuring and optimizing these circuits, we can efficiently develop sensor SoCs to address +the needs of different application scenarios. +Our key technological breakthrough lies in our ability to effectively integrate wireless +communication circuits with other functional blocks on a single SoC. Unlike traditional sensor chips, +which typically only integrate sensing circuitry, our sensor SoC platform consolidates sensing, processing +and wireless communication into a single-chip SoC. This innovation offers critical advantages: (1) high +level of integration and enhanced reliability, resulting in cost savings in customer adoption; (2) flexible +signal processing capabilities adaptable to various scenarios; and (3) wireless data transmission that +eliminates wiring complexity, mitigates harness-related reliability risks and simplifies assembly efforts. +Wireless Radio Frequency Technologies +We have developed advanced wireless radio frequency technologies that provide us with competitive +edges in the wireless transition of sensor chips. We possess an extensive patent portfolio in automotive- +grade wireless communication, and we are one of the few Chinese fabless companies with in-house +automotive-grade radio frequency capabilities, according to the F&S report. These technologies enable us +to effectively serve automotive-grade wireless communication environment. +Automotive-grade Capabilities +We possess capabilities that meet the stringent standards of automotive-grade applications. We have +established a robust automotive-grade technology development architecture, complemented by a +systematic development process and a strong R&D team. As a result of our robust automotive-grade R&D +foundation, our products satisfy the key requirements for automotive-grade chips, such as precision +reliability, functional safety, diagnostics, redundancy and harsh-in-vehicle environment EMC, among +others. We have also established a robust, full-cycle quality control mechanism that complies with major +global standards as the backbone of our automotive-grade capabilities. +Engineering Capabilities +Complementary to our automotive-grade capabilities, we have developed robust engineering +capabilities to ensure that our products meet the rigorous automotive performance and reliability +standards, all the way until mass production. We have accumulated in-depth expertise in simulation, +packaging design, test calibration planning, reliability analysis and failure rate prediction, among others. +These engineering capabilities also enable us to design and continually improve our products in a +systematic manner. +OUR COMPETITIVE STRENGTHS +A Top Wireless Sensor SoC Provider, Dedicated to the Mission-critical Automotive Sensor Chip +Market +We are a top provider of wireless sensor SoCs globally. In terms of revenue in 2025, we are the third +largest automotive wireless sensor SoC company globally and the largest automotive wireless sensor SoC +company in China, according to the F&S report. The automotive-grade sensor chip industry is +characterized by high technical requirements, quality standards and commercialization barriers. Our +wireless sensor SoCs have achieved crucial advantage and defining uniqueness in this mission-critical +market in multiple aspects. According to the F&S report (as to market information): + Intelligent tire sensing SoC . We are the first supplier in China that had achieved mass +production of TPMS SoCs and BLE TPMS SoCs. We are the first and the only supplier of +TPMS SoCs and BLE TPMS SoCs for automotive OEMs in China. We ranked No. 3 globally +and No. 1 in China in terms of the revenue from TPMS SoC products in 2025. Our TPMS SoCs +achieved a cumulative shipment volume of 104.1 million units as of December 31, 2025. +BUSINESS +– 138 – + + +--- page 148 --- + BMS SoC . We are the first company that launched BPS SoC globally. We ranked No. 1 globally +in terms of the revenue from BPS SoC products in 2025. We are a major BPS chip supplier for +the No. 1 EV and energy storage system (“ESS”) battery provider globally. We are the first and +currently the only company in China with automotive-grade wBMS capabilities. We also began +to generate revenue in connection with our wBMS SoCs in 2025. As of the Latest Practicable +Date, our wBMS SoCs had entered into front-end validation and were in the process of +obtaining formal designation from leading cell and battery manufacturers in China. Leveraging +our frontrunner position, we are well-positioned to capture the enormous opportunities in the +fast-growing BMS SoC market, in particular the wBMS SoC market. + USI SoC . Our analog output USI SoCs have achieved large-scale automotive OEM-installed +mass production, and we are also the only domestic provider with large-scale automotive +OEM-installed mass production capabilities of digital output USI SoCs in China. Our USI SoCs +support multi-channel sensor integration, and pressure sensors built with our USI SoCs have +been validated by leading domestic steer-by-wire chassis manufacturers, representing the +domestic breakthrough of localization for such category of sensors. In 2025, we ranked top two +in China in terms of the shipment volume of automotive-grade pressure sensor conditioning +chips, according to the F&S report. +Efficient and Adaptive Sensor SoC Platform Empowered by Proprietary Technologies, Enabling +Product Capabilities +We have curated an efficient and adaptive sensor SoC platform that constantly promotes the +development in automotive-grade sensor chips. Underpinned by our proprietary technologies and robust +patent portfolio, our proprietary sensor SoC platform consolidates three core blocks, including signal +sensing (i.e., through MEMS interface circuit), signal processing (i.e., through ADC and MCU), and +wireless communication (i.e., through auto wireless circuit on a single chip), to address the diverse +functional and performance specifications for various sensing conditions. This in turn enables the agile +development of comprehensive product matrix and customized solutions at low cost. Built upon our +proprietary sensor SoC platform, we have developed advanced wireless radio frequency technologies, +automotive-grade SoC capabilities and engineering capabilities that enable us to design and realize the +mass production of wireless automotive-grade SoCs in an efficient manner. +We enable automotive edge intelligence on a single chip with our signal sensing, signal processing +and wireless communication capabilities. The three core blocks of our sensor SoC platform have the +following primary strengths: + Signal sensing—AFE sensing circuit . Our AFE sensing circuits have features that enable them +to achieve outstanding overall performance. Our AFE sensing circuits support multiple +interface types and allow flexible configuration. They support interfaces such as resistive +bridge sensors and capacitive sensors and address a variety of application scenarios, such as +acceleration, pressure, and temperature sensing. Our AFE sensing circuits support both +single-ended and differential operating modes, deliver excellent EMC performance, and are +integrated with comprehensive diagnostic and redundant designs. + Signal processing—ADC circuit . Our ADC circuits are high-performance. Our ADC circuit +portfolio covers resolutions of 12, 16 and 24-bit, with conversion rates ranging from 1 kHz to +1 MHz. Our ADC circuits adopt a proprietary dual-sampling quantization technology to reduce +input noise and enable extended counting functionality, thereby enhancing input dynamic range +and output quantization accuracy and maintaining low power consumption. Our ADC circuits +are also integrated with comprehensive diagnostic and redundant designs, and are broadly +adaptable to a wide range of automotive-grade and industrial-grade wireless sensing +applications. + Wireless communication—automotive wireless sensing circuit . We possess comprehensive +technical know-how and a robust patent portfolio in high-performance automotive-grade +wireless sensing circuits: +BUSINESS +– 139 – + + +--- page 149 --- +(1) Our communication protocols for in-vehicle wireless transceiver systems achieve low +latency and stable access for up to 256 nodes simultaneously, leveraging technologies +such as frame sampling structures embedded with high-frequency signals and multi-time- +slot structure. +(2) The architecture design of our in-vehicle wireless radio frequency circuits reduces +transmission loss and channel collisions, improves system robustness and sensitivity and +enhances communication reliability and stability. +(3) We have invented key circuits and blocks underlying our design of in-vehicle wireless +radio frequency circuits. These circuits and blocks enable us to reduce latency and power +consumption, extend our product lifespan, enhance system reliability and robustness and +lower testing costs. For details of our underlying key patent portfolio, see “—Intellectual +Property Rights.” +Customer-centric Development, Fostering Synergistic Partnerships and Strong Customer Base +Leveraging our market position and technology advantages, we continue to accomplish innovations +with novel product features and functions through intensive collaborations with our customers. This allows +us to redefine products, satisfy and even anticipate most advanced customer demand and set industry +benchmarks. Through high-frequency and enduring technology exchanges, we gain insights into +downstream application scenarios and trends, building a virtuous end-to-end commercialization +cycle—from R&D and production to sales—and fostering resilient and engaged partnerships. For instance, +leveraging our profound exchanges with a customer, we developed the first BPS chip in China that met +the Safety Requirements for Power Batteries for Electric V ehicles (GB 38031-2025) ( ཥਗӛԓ͜ਗɢႅ +Ӌ), according to the F&S report. GB 38031-2025 was commonly known as the strictest battery +safety order in history, which mandates that power batteries must not ignite or explode for at least two +hours following a thermal runaway event, and imposes more stringent requirements on BPS chips. We are +also co-developing an intelligent TPMS chip product customized for the autonomous driving environment +with the No. 1 TPMS module supplier in China according to the F&S report, which, in addition to the basic +pressure and temperature monitoring functions of TPMS chips, can adapt to the appropriate manual +driving or autonomous driving mode under varying conditions and empower real-time vehicle safety +assessment. +Our synergistic partnership with customers has enabled us to accumulate extensive experience in +automotive-grade chip design and mass production, and in turn contributes to our strong customer base. +We have established ourselves as a trusted brand of choice among domestic automotive-grade wireless +SoC providers, well-acknowledged for our product performance, comprehensive technical support and +rapid responsiveness. We have cultivated a high profile customer base by promoting the adoption of our +products among a number of industry leading automotive OEMs (i.e., BYD, SAIC, Geely, FAW Group, +Changan Automobile, Chery Automobile, Dongfeng Motor Corporation, BAIC, GAC and GWM Group) +and their Tier 1 suppliers. Our products have been adopted by all of the top 10 domestic automotive OEMs +in China in terms of sales volume in 2025, according to the F&S report. The average length of our +collaborations with our top five customers in 2024 was approximately five years, demonstrating our strong +relationship with them despite our short commercialization history. In 2023, 2024 and 2025, our key +customer retention rate was 97.6%, 93.8% and 86.3%, respectively, and the net dollar retention rate of key +customers was 231.3%, 159.0% and 133.9% for the same periods, respectively. +BUSINESS +– 140 – + + +--- page 150 --- +Extensive Supply Chain Coordination Experience and High-quality Fulfillment Capabilities, +Empowering Proven Record of Large-scale Delivery +We have deep experience in coordinating supply chain activities and resources, which were +accumulated through our R&D in automotive-grade chips and extensive collaborations with suppliers +including foundries, and packaging and testing service providers. We have established decade-long +collaborations with a number of leading foundries, and packaging and testing service providers with rich +experience in automotive-grade products, to ensure the integrity and stability of our supply chain, which +are pivotal to our proven record of mass production and successful delivery. As of December 31, 2025, +the cumulative shipment volume of our automotive sensor SoCs reached 241.9 million units. +As a fabless company, we leverage from our know-how in the supply chain to achieve production +reliability, quality assurance and cost competitiveness, driving sustainable operational excellence. For +instance: + Our chip design team and packaging/calibration engineering team have extensive experience in +the packaging design and validation of automotive-grade chips. They work closely with the +technical teams of packaging service providers, providing guidance and support throughout the +design and development process, jointly overcoming a number of technical challenges in +advanced packaging. As our chips operate in environments characterized by high temperature, +humidity and corrosive exposure—conditions which pose significant challenges to packaging, +we conduct extensive validation with packaging service providers across different packaging +materials and process combinations. This enables us to resolve key pain points in chip +manufacturing, including material moisture absorption and deformation, packaging stress +deviation, waterproofing and corrosion resistance and package sealing integrity. + To enhance supply chain flexibility and reduce production costs, we conduct independent +development and continuously upgrade calibration and testing equipment for sensor chips. Our +chips undergo a dedicated calibration process during mass production, for which the procedures +and parameters must be highly customized based on the specific characteristics of each +product. Through three generations of upgrades and optimization, our automated calibration +equipment has achieved industry leadership in quality control, production yield and throughput +and lowered the mass production cost of calibration process by approximately 70%. Such +accumulation in calibration and testing processes has enabled us to achieve greater flexibility +across our supply chain and improve cost efficiency in the mass production of chips. +We stand up to the most rigorous requirements on product reliability, quality and safety of +automotive-grade chips. We have established a quality control system aligned with automotive-grade +standards covering each stage of the product lifecycle, and implement rigorous quality management +throughout the entire process throughout R&D to production. This includes cross-functional coordination, +automotive-grade product design and development, production process control, reliability qualification in +compliance with AEC-Q standards, and more stringent reliability testing protocols specific to automotive- +grade products. In particular, we have developed and implemented a full-cycle defect planning and +management process that spans from initial product design (i.e., “design-for-test,” in which we incorporate +defect testing procedures at the early design stage) to various subsequent validation procedures, which +complies with AEC-Q004 (Automotive Zero Defects Framework). By virtue of our rigorous quality +management and defect control, we achieved an ultra-low PPM of 3, significantly outperforming the +industry average of 10 PPM, according to the F&S report. Our quality control has received a number of +key certifications, including ISO 9001 standard for quality management systems, ISO 26262 ASIL D for +road vehicles functional safety and ISO 14001 for environmental management systems. Through the +four-pronged approach of reliability-oriented design, comprehensive reliability validation, high-coverage +production testing and stringent supplier management, we ensure the reliability of our products. +Our dedication to reliability has won recognition and trust from our customers. For example, we were +awarded the Technology Contribution Award by Ampron and serve as a major supplier of BPS SoCs for +the No. 1 EV and ESS battery provider globally and BLE TPMS SoCs for the No. 1 TPMS module supplier +in China according to the F&S report. +BUSINESS +– 141 – + + +--- page 151 --- +Expanding Applications in In-vehicle Sensing and Natural Extension to Adjacent Fields to Seize +Commercialization Opportunities +Benefiting from our SoC platform capabilities and synergistic partnership with top tier customers, +especially with respect to automotive-grade products, we believe that we are well-positioned to extend the +boundaries of in-vehicle sensing capabilities and create more value for in-vehicle application scenarios. +We have constructed and continued to enrich the applications of our products in various in-vehicle sensing +settings, including power management, battery pack monitoring, transmission pressure detection, air +conditioning system pressure sensing, suspension pressure sensing and ultrasonic sensing. This continuous +expansion has significantly improved vehicle-level sensing capabilities. +We have laid a solid foundation for the wider adoption of wireless sensor SoCs across emerging +application fields. Wireless sensor SoCs are the foundational next-gen sensing component in the intelligent +era. With their compact form factor, low power consumption and high integration, wireless sensor SoCs +can perform crucial functions in a wide range of industrial application scenarios. Our wBMS SoCs have +already been deployed as engineering samples in energy storage settings. We are also jointly developing +customized wBMS SoCs tailored for energy storage applications with a leading international energy +storage BMS provider. +Seasoned and Visionary Management Team and Strategic Collaborations with Industry +Shareholders, Supporting Sustained Innovation +We are an innovation-driven and market-oriented technology company. The sensor SoC industry is +characterized by rapid iteration, a close alignment with evolving market dynamics and the need for +sustained investment in technological and product innovation. Our growth has been strongly supported by +our seasoned and visionary management team that consistently upholds our core values. +Our stable and dedicated management team, especially our core R&D team, possesses industry +expertise and strategic foresight. They were early to identify the immense potential of wireless sensor +SoCs and have firmly guided our strategic and technological trajectory since our inception. In particular, +they bring direct, hands-on experience in the R&D and commercialization of wireless sensor SoC +technologies, alongside a sophisticated understanding of relevant technologies and market dynamics, +which they have infused into our long-term development. Our chairman of the Board, executive Director +and chief executive officer, Dr. Li Mengxiong, brings in over 20 years of experience in IC design, R&D +and management. He previously held key technical roles at international technology companies including +OKI Techno Center (Singapore), SEQUANS Communications and SENSA TA Technologies. Dr. Li is +highly accomplished in the fields of automotive sensor chips, radio frequency communication and +optoelectronic integration. He plays a pivotal role in shaping our overall technical roadmap and major +innovation decisions, and was instrumental in laying the foundation for our BLE TPMS SoC and wBMS +SoC products. Our core R&D team members have, on average, approximately 20 years of experience in +the design and development of technologies essential to wireless sensor SoCs, especially for automotive- +grade applications. They had held R&D roles at globally renowned technology companies including +Alcatel, OKI Techno Center (Singapore), Qualcomm, Cadence and Goertek. Mr. Li Shuguang, our +executive Director and vice president and a key R&D leader, has extensive expertise in high-precision, +low-power signal conditioning, high-performance clock circuits, radio frequency front-end design and +chip system integration. Our key R&D leader, Mr. Wen Li, has a strong technical foundation in automotive +wireless sensing technologies and new energy vehicle battery system applications. Our key R&D leader, +Dr. Chen Cheng, brings in two decades of deep research and architectural innovation experience in +high-performance mixed-signal IC design, with a particular specialization in ADC technologies. Their +combined insight and cohesive leadership underpins our innovation engine. +Our competitive advantage has also attracted a number of renowned strategic industry investors, +including pioneering industry players such as Geely, Baolong Automotive, Shangqi Capital and SANY , +and further enabled the formation of strong collaborative partnerships. Their engagement brings us access +to broader collaborative opportunities and resources. +BUSINESS +– 142 – + + +--- page 152 --- +OUR GROWTH STRATEGIES +Commit to Innovations to Seize Market Opportunities and Reinforce Technology Advantages +To reinforce our market advantages in wireless sensing SoCs, we plan to further increase our R&D +investment and advance technology upgrades in the following areas: + Higher integration . Integration enables the incorporation of various wireless sensing-related +blocks and circuits into a single chip or chipset to achieve high performance, low power +consumption and compact form factor. We will continue to enhance the level of integration of +our products, enabling more efficient and miniaturized SoC solutions. + Wireless . As automotive intelligence deepens, the number of in-vehicle sensors has been +rapidly increasing, which makes traditional wiring harnesses fall short of the demands of +modern vehicle E/E architectures. With the evolution of vehicle E/E architectures toward +centralization, wireless sensing is becoming increasingly critical with its capability to reduce +system complexity and improve flexibility. We will deepen our R&D efforts in wireless +technologies, particularly in the enabling technologies for wireless BMS SoCs. + SoC platform . Our SoC platform is the cornerstone of our innovation capabilities, which +empowers the agile development of comprehensive product matrix and customized solutions at +low cost. We expect to further enhance the scalability of our SoC platform to drive up the +efficiency and outcome of our R&D. We plan to intensify our technical investment in key +blocks of our SoC platform, such as the on-off keying (“OOK”) for lower power consumption +and high sensitivity, and energy harvesting circuits that reduces the power consumption +requirement and design complexity for chips. +We believe these R&D investments are pivotal to the further enhancement of our technology +foundation and, in turn, the development of products with more competitive parameters, such as +performance, wireless capabilities and power consumption. While this may result in higher research and +development expenses in absolute amount, such as expenses for basic R&D (e.g., materials costs, +processing fees, testing and verification expenses), recruitment and retention of R&D personnel, and +procurement of hardware and software, enable us to provide more attractive products to the market and +reinforce our competitive advantages, and, eventually, contribute to our sales growth and harness our +market position. +Advance Product Development to Expand Product Portfolio and Application Scenarios +Driven by our “Product-market Fit” principle, we will continue to upgrade and expand our product +offerings in response to evolving market demand. We expect to focus on enhancing product coverage and +broadening application scenarios across key and emerging verticals. +We intend to further invest in the development of our wBMS SoC products, to accelerate their +commercialization progress. We believe that our single-cell wireless technology roadmap for this product +has broad future potentials, due to its competitive advantages in reduced costs and complexity, among +others. For details, see “Industry Overview—Overview of Global and China’s Wireless Sensor SoC +Industry.” We expect to expedite our development efforts, including further developing wBMS SoC +products for the energy storage sector, and wBMS SoC products for intelligent cells with more sensor +interfaces and smarter EIS measurement techniques. +We will also further strengthen our intelligent tire sensing SoC product line. With the evolution of +industry requirements, the role of TPMS has extended beyond pressure monitoring to encompass +temperature, load and even tire burst detection. We will build on our ability to meet these new +requirements. Currently, our latest generation of TPMS SoC is equipped with robust hardware support for +high-performance tire burst detection, and leverages a dynamic low-power architecture with adjustable +sampling frequency and trigger timing, ensuring timely and reliable burst monitoring. Going forward, we +will continue to develop similar technologies for our intelligent tire sensing SoCs based on emerging +market trends and further strengthen our product portfolio. +BUSINESS +– 143 – + + +--- page 153 --- +We have initiated strategic development of sensor SoCs tailored for robotics applications, such as our +eddy current position sensor SoC. This USI SoC enables high-precision sensing even in environments with +strong EMI and harsh conditions, which is suitable in a wide range of applications, including robotic +joints, eVTOL propulsion motors, new energy vehicle power systems and chassis systems. We also plan +to develop USI SoCs tailored for humanoid robots. In areas such as foot assembly and six-axis force of +humanoid robots, our USI SoCs can calibrate the consistency and temperature drift of force or torque +sensor outputs, thereby enhancing signal quality and simplifying sensor control algorithms. We will +continue to invest in the development of these sensor SoCs, as well as other sensor SoCs with broad +applicability in robotic systems. +We expect to further penetrate the application of our products into energy storage and industrial +electronics scenarios of clear demand. We plan to promote the application of our wBMS SoCs in energy +storage scenarios, battery swap infrastructure and scooters, where the demand for high system flexibility +and scalability is best addressed by wireless solutions. We also plan to expand the application of our USI +SoCs to the commercial air conditioning sector. When integrated with pressure sensors, our USI SoCs +enable real-time monitoring of pressure variations in refrigerant pipelines, contributing to energy +efficiency and enhanced system safety. +We believe that the enhancement and expansion of our product matrix and extension of application +scenario will contribute to our revenue growth and enlargement of our business scale. We expect to incur +costs associated with such growth, including additional materials costs, costs for chip testing and +packaging, and certification costs for the new products. As our product portfolio evolves and application +scenario expands, we also expect that the risk with concentrating on selected product line or application +scenario will also decline. +Reinforce Collaborations with Our Blue-chip Customers and Expand Our Customer Base +We will remain committed to our customer-centric innovation approach. We aim to deepen +partnerships with our existing blue-chip players, such as leading automotive OEMs and Tier 1 suppliers, +while expanding our customer base to capture additional growth opportunities. +We plan to continuously conduct in-depth market research and maintain close communication with +customers to analyze and assess the cooperation status of both existing and potential customers. This will +help us gain deeper insights into their evolving needs and guide product and service upgrades accordingly. +Leveraging our existing resources and established customer relationships, we intend to engage in +deeper collaboration across joint development, validation and testing processes. These efforts will support +efficient product upgrades and strengthen long-term customer engagement. +We plan to pursue an industry-focused customer expansion strategy. In the automotive sector, we will +capitalize on our technological advantages to further develop relationships with premium automotive +OEMs and Tier 1 suppliers. Simultaneously, we aim to identify and engage high-quality customers in +adjacent markets such as energy storage and industrial electronics. +We believe that these efforts will reinforce our relationship with key customers and diversify our +customer pool, and, as a result, contribute to our revenue growth. This will also enable us to develop a +deep, stable and reliable customer base, thereby reducing customer-specific risk exposure. We might incur +additional marketing costs and costs for expanding our sales network in furtherance of these strategies. +Pursue Overseas Expansion and Enhance Global Exposure +To accelerate the implementation of our global development strategy, we plan to further expand our +international presence and increase our investment in overseas expansion initiatives. We plan to cultivate +our overseas customer base and devote greater R&D and sales resources to support such growth. +Specifically, we intend to deepen our cooperation with existing partners to penetrate overseas markets, +leveraging our collaborative relationship to jointly explore global opportunities. We also plan to actively +explore new cooperation opportunities with high-potential customers in overseas markets, such as +premium players in Europe’s automotive market. +BUSINESS +– 144 – + + +--- page 154 --- +We will promote the adoption of our sensor SoCs in overseas markets with prominent demand, such +as countries with strong automotive sectors. We intend to establish our global sales operations through +product and sales teams focused on selected overseas markets, such as Europe and Southeast Asia, with +a wealth of potential customer resources. These dedicated teams will identify the needs of leading +automotive OEMs and Tier 1 suppliers, promote our product offerings, secure project designations and +facilitate our supplier qualification process. Through these endeavors, we aim to strengthen customer +engagement and international brand presence, thereby anchoring high quality orders from overseas +customers with stable and robust demand that contribute to our revenue growth. We may incur expenses +for establishing overseas network in furtherance of these objectives. +Driven by our “Product-market Fit” principle, we also plan to build up our global R&D capabilities +to improve localization and customized development and implement more efficient R&D strategies in +relevant local markets. As our sensor SoC products are deployed in the products of our downstream +customers and closely associated with the local industry standards, we intend to establish overseas R&D +centers in Europe and Southeast Asia to support development tailored to local requirements. The R&D +outcomes at global branches will be aggregated at the group level to enrich our proprietary technology +stack and strengthen our SoC platform, thereby empowering globalized product innovation. These efforts +will allow our R&D activities to more closely align our R&D activities with the demand of the local +market, and ensure that our technologies are in pace with the latest development of the global industry +standard. We may incur costs associated building up such R&D capabilities, including expenses for hiring +local R&D professionals and establishing local R&D centers. +To empower a resilient and supportive supply chain that satisfies the needs of our overseas sales +expansion, we plan to diversify our supply chain to improve delivery and service capabilities for overseas +customers. These facilities will strengthen our supply chain for overseas sales, and enhance the flexibility +and responsiveness of our supply chain to accommodate to the demand of international customers. +We intend to selectively pursue strategic alliance, investment and acquisition opportunities to +strengthen our competitiveness. We will evaluate and execute alliance, investment and acquisition +opportunities that complement our product portfolio and technology stack (e.g., Chinese and overseas +targets that provide synergies in automotive-grade wireless sensor chips), help us penetrate high-growing +sectors, add new capabilities and enhance our growth potentials. We expect that our investments may take +on multiple appropriate forms, including equity investments and acquisition of assets and teams. As of the +Latest Practicable Date, we had not identified any potential investment or acquisition targets. To the extent +that we identify suitable targets and successfully integrate their businesses with ours, we expect that such +investment will expand our revenue sources, enrich our technology stack through less upfront investment, +and increase our operational leverage. +Build A Robust Talent Pipeline to Sustain Innovation and Growth +We believe that talent is the foundation of our core competitiveness and long-term development. We +place strong emphasis on building a robust talent pipeline and organizational depth. To this end, we will +continue to attract global talents through compelling incentive mechanisms and an open, collaborative +corporate culture. We also plan to deepen our partnerships with universities and research institutions to +cultivate a strong reserve of high-caliber professionals. Additionally, we aim to enhance our internal talent +development systems to construct a well-structured, multi-level talent ladder. +We intend to scale up our tiered training programs, including (1) Starter’ s Program (ྌ), +targeting new graduates and recent hires to accelerate onboarding and early growth; (2) Pillar’ s Program +(ྌ), empowering technical professionals with access to advanced resources to enhance their +capabilities; and (3) Leader’ s Program (ྌ), focused on equipping mid- to senior-level managers +with broader strategic perspectives and leadership training. To further industry-academia collaboration, we +intend to establish co-training programs with leading universities in China to enhance our employer +branding and talent acquisition. We also plan to further enhance incentive schemes for core employees to +boost motivation and retention. We will strengthen diverse employee engagement initiatives and promote +an energetic workplace culture to foster greater cohesion. +BUSINESS +– 145 – + + +--- page 155 --- +As an extension of our globalization strategy, we plan to recruit local professionals in Europe to +support our regional technical services and market expansion. Through the establishment of a European +talent and R&D hub, we aim to drive breakthroughs in core chip technologies and provide localized +support to global customers. This initiative will also enhance our international competitiveness, enhance +our integration into the global automotive electronics ecosystem and strengthen our brand recognition and +influence in overseas markets. +OUR PRODUCTS +Overview +We are a top provider of wireless sensor SoCs globally, dedicated to providing innovative sensor +chips. Sensor SoCs play critical roles in detecting specific physical properties (such as voltage, current, +impedance, temperature, pressure, motion or chemical presence) and converting them into electrical +signals for processing and measurement. Since our inception, we have been committed to the R&D and +provision of sensor SoCs, with a heightened focus on wireless sensor SoCs. We believe that wireless +sensor SoCs define the future of sensor SoCs, in particular in in-vehicle environment, energy storage +settings and industrial electronics settings driven by its advantages in high integration, better performance, +lower power consumption and more rigorous safety standards. +Driven by our relentless efforts into innovations and our profound industry knowhow, we have +curated a robust product portfolio and further extend and deepen our product pipeline. We currently offer +a comprehensive portfolio of sensor SoCs, primarily including (1) intelligent tire sensing SoCs; (2) BMS +SoCs; (3) USI SoCs; and (4) others, including primarily USS SoCs. +The following table sets forth a breakdown of our revenue by product type and further by customer +type for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Total Amount +%o f +Total Amount +%o f +Total +(RMB in thousands, except for percentages) +Intelligent tire sensing SoCs /H1100/H1100/H1100/H110086,157 38.6 208,587 60.0 291,178 60.9 +– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052,096 23.4 128,056 36.8 201,559 42.2 +– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,061 15.2 80,531 23.2 89,619 18.7 +BMS SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,912 21.0 42,739 12.3 66,938 14.0 +– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,760 12.4 2,571 0.7 6,497 1.4 +– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,152 8.6 40,168 11.6 60,441 12.6 +USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,569 38.3 89,120 25.6 114,613 24.0 +– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,172 11.3 25,009 7.2 37,328 7.8 +– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110060,397 27.0 64,111 18.4 77,285 16.2 +Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,845 2.1 7,094 2.1 5,132 1.1 +– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,840 2.1 7,055 2.0 4,321 0.9 +– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 0.0 39 0.1 811 0.2 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0 +(1) Others primarily include USS SoCs and other products and services ancillary to our provision of SoCs. +BUSINESS +– 146 – + + +--- page 156 --- +The following table sets forth a breakdown of our revenue by wireless feature for the periods +indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Total Amount +%o f +Total Amount +%o f +Total +(RMB in thousands, except for percentages) +Wireless sensor SoCs (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110086,157 38.6 208,587 60.0 292,687 61.2 +Wired sensor SoCs (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100136,883 61.2 137,272 39.5 183,817 38.5 +Others (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100443 0.2 1,681 0.5 1,357 0.3 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0 +(1) Wireless sensor SoCs refer to our TPMS SoC products from 2023 to 2025. We began to generate revenue in connection +with our wBMS SoCs in 2025, while we continued generating revenue from our TPMS SoC products. +(2) Wired sensor SoCs primarily include BMS SoCs and USI SoCs. +(3) Others primarily include products, services and wafer materials sold that were ancillary to our provision of SoCs. +The following table sets forth a breakdown of our sales volume and ASP for the periods indicated. +As advised by F&S, the ASP of our intelligent tire sensing SoCs and BMS SoCs during the Track Record +Period is in line with industry average price in China. +Y ear ended December 31, +2023 2024 2025 +Sales +volume ASP +Sales +volume ASP +Sales +volume ASP +(Sales volume in thousand units, RMB per unit for ASP) +Intelligent tire sensing SoCs /H1100/H1100/H1100/H1100/H110012,446 6.9 32,452 6.4 44,670 6.5 +BMS SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,811 25.9 2,360 18.1 3,806 17.6 +USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100293,835 0.3 265,705 0.3 323,631 0.4 +Our Product Portfolio +Intelligent tire sensing SoCs +Intelligent tire sensing SoCs are the core component of the sensor for each tire. They continuously +monitor critical parameters such as tire pressure, temperature, voltage and current in both driving and +stationary conditions, and transmit such data wirelessly via radio frequency to the vehicle’s control unit, +where it is displayed on the dashboard. When tire pressure loss or fluctuations exceed defined safety +thresholds, the system triggers a timely alert to ensure driving safety. +Our intelligent tire sensing SoCs sold during the Track Record Period primarily consisted of TPMS +SoCs, which are wireless in nature. Our TPMS SoCs have the following principal features: + Ultra-low power consumption . Our ultra-low power design enables sensors to operate for up to +10 years even on compact coin cell batteries, ensuring long-term reliability with minimal power +requirements. + High integration . Our highly integrated chip architecture minimizes the number of external +components required for sensor solutions, significantly reducing overall bill of materials +(“BOM”) cost and saving valuable PCB space. + Compact package design . Our chips are available in small-footprint packages, facilitating the +miniaturization of sensor modules and enabling greater design flexibility. + Comprehensive product portfolio . We offer a full range of wireless radio frequency options, +including traditional 315/433 MHz series and low frequency (“LF”) 125 kHz series, as well as +pressure ranges that cover both passenger and commercial vehicle applications. +BUSINESS +– 147 – + + +--- page 157 --- +Unlike our traditional TPMS SoCs that transmit on 315/433 MHz, our BLE TPMS SoCs transmit at +2.4 GHz over Bluetooth Low Energy. The following picture demonstrates how our BLE TPMS SoCs +function within vehicles. +Wear of tires +Tire blowout warning +Parameters including +body load capacity +Tire pressure data +collection and processing +BLE and RF transmit pressure, +temperature and acceleration data +Vehicle operates normallyVehicle receives +normal pressure data +Vehicle receives abnormal +data and displays +abnormality warning +Abnormal +case +Normal +case +Measures (e.g., brake and pull over) +taken to reduce the accident rate of +and loss caused by tire blowout +BMS SoCs +Our BMS SoCs perform critical functions to ensure the safe, efficient and reliable operation of +rechargeable battery packs, such as those used in EVs and energy storage settings. Typically through AFE +sensing, BMS SoCs monitors cell voltage, temperature and current, enabling real-time evaluation of +state-of-charge (“SOC”), state-of-function (“SOF”) and state-of-health (“SOH”). Our BMS SoCs have the +following critical functions: + Ensure operational safety and efficiency . BMS SoCs accurately measures the voltage, +temperature and impedance of individual battery cells to ensure they operate within safe +parameters and to maintain overall battery efficiency. + Enable precise health monitoring . BMS SoCs monitor each battery cell independently to assess +battery health, enabling effective cell balancing mechanisms and preventing overcharging or +deep discharging of individual cells. + Support regulatory compliance . BMS SoCs provide essential data required to meet regulatory +requirements, including information necessary for the digital battery passport. +Our BMS SoCs currently primarily include BPS SoCs, and, to a lesser extent, BAS SoCs. + Our BPS SoC is a pressure sensor chip applied in BMS systems, featuring air pressure detection +and reverse-trigger alert functionalities. It can promptly detect abnormal internal pressure +changes in the battery pack in the event of thermal runaway, rapidly wake the BMS from sleep +mode into active mode and initiate subsequent protective actions such as high-voltage +disconnection and accelerated cooling. Our BPS SoC adopts an MCU-based architecture and +embeds multiple thermal runaway detection algorithms in firmware, along with configurable +alarm threshold. Our BPS SoC has been deployed in BMS systems for both ternary lithium and +lithium iron phosphate batteries. + Our BAS SoC is also designed for thermal runaway detection within battery packs and connects +to the BMS system via wiring harnesses. During thermal runaway of lithium batteries, dense +smoke is generated, causing infrared light to scatter. BAS SoC determines smoke concentration +by measuring the scattered light intensity, enabling early detection of thermal runaway events. +BUSINESS +– 148 – + + +--- page 158 --- + While both of our BPS SoCs and BAS SoCs serve as thermal runaway detection chips within +battery BMS, they differ in sensing principles and application mechanisms. BPS SoC is a +pressure-based sensor which detects abnormal internal pressure changes within the battery pack +during thermal runaway events. It features MCU-based architecture with embedded detection +algorithms and configurable alarm thresholds, enabling rapid wake-up of the BMS and +activation of protective actions such as high-voltage disconnection and accelerated cooling. In +contrast, BAS SoC is an optical-based sensor connected to the BMS via wiring harnesses, +designed to identify thermal runaway by monitoring smoke concentration. It measures the +intensity of infrared light scattered by smoke particles generated during thermal events, +providing early warning of potential battery failures. While both chips enhance battery safety +through early detection of thermal runaway, the BPS SoC focuses on pressure variation sensing +and system activation, whereas the BAS SoC detects smoke concentration via optical +scattering, complementing each other in multi-dimensional safety monitoring. +Our BPS SoCs have the following principal features: + Wider pressure tolerance range . With a pressure tolerance range from 40 to 260 kPa, our BPS +SoC is capable of operating under a broader pressure range during thermal runaway events, +enhancing safety and adaptability. + Comprehensive alarm strategies . Equipped with both /H9004-pressure alarms and pressure gradient +alarms, our BPS SoC enables more comprehensive early-warning mechanisms. + High pressure resolution and precision. Our BPS SoC has a high pressure resolution of 0.1 kPa. +It also has lower errors across the entire operating temperature range, enabling timely, reliable +thermal runaway detection. + Automotive-grade thermal endurance . With a working temperature from -40 to 125°C, our BPS +SoC is designed to meet AEC-Q100 Grade 1 standard, operating reliably within an extended +temperature range suitable for thermal runaway monitoring. +wBMS SoCs +We have strategically invested into the development of wBMS SoCs since 2022. We and our +founding team have accumulated years of technical expertise in front-end sampling chips for BMS, +particularly in wireless BMS sampling chips. Our founding team had conducted early-stage research into +wireless BMS chip technologies through their application in energy storage scenarios. With the rapid +development of EVs, battery cells have become one of the most critical components of vehicle +architecture. Our continued exploration of wireless BMS SoCs can play a vital role in enabling +full-lifecycle monitoring and management of power batteries, covering aspects such as capacity, lifespan, +safety, diagnostics and recycling. Such initiative also aligns with the ongoing trend in battery systems +toward higher energy density, larger formats and enhanced reliability. +We have been sharply focused on the technology roadmap of single-cell wireless chip, strategically +prioritizing the development of AFE chip, which is the voltage and temperature sensing front-end most +closely integrated with the battery cells in a wBMS. Our technology roadmap has the following advantages +as compared with multi-cell distributed wireless solution and traditional wired solution, according to the +F&S report. +Comparison of Multi-Channel Sampling and Single-Channel Sampling +Comparison Dimension Multi-Cell Mode +(Multi-Channel Sampling) +Single-Cell Mode +(Single-Channel Sampling) +Costs + (based on post +mass-production) +Relatively higher overall system cost than +single-channel sampling +Higher integration, potential for lower system +cost +Assembly Complexity Requires certain manual operations of +connector and wiring +Enables full-automation assembly, improving +consistency and efficiency +Lifecycle Management Challenges tracking battery cell status across +full lifecycle +Better lifecycle management, cell status is +traceable across all stages +Sensor Fusion Capability Difficult to support multi-sensor integration Multi-sensor integration in a single chip, +easier sensor fusion, enabling better sensing +accuracy +BUSINESS +– 149 – + + +--- page 159 --- +Comparison of Wired BMS and wBMS Sensor Chips +Comparison Dimension +Traceability +Wired BMS Sensor Chips wBMS Sensor Chips +Unable to realize lifecycle traceability of the +battery cell +Enhancing lifecycle traceability and safety +Wiring and Layout +Complexity +Relies on large amounts of wiring, complex +layout and high production process +requirements +Significantly simplifies wiring and +connections, reducing layout complexity and +failure rate +Manufacturing Process +and Costs +Requires high-voltage process, higher system +cost +Uses low-voltage wafer process, simplified +assembly, lower system costs +Reliability & Scalability Complex system, limited reliability and +scalability +Modular design, simplified architecture, better +scalability and ease of maintenance +Sampling Method Serial sampling, asynchronous voltage data Supports synchronous sampling, improves +SoC accuracy +The following picture provides an illustration of our wBMS SoC. +Voltage/ +impedance/ +temperature +Cell Sensor Net Master +USI SoC +USI chip is a universal, fully integrated sensor interface chip. USI chip is capable of providing signal +amplification, calibration and temperature compensation for virtually all types of ceramic capacitive and +resistive bridge sensors. +The following table illustrates the details of our USI SoCs. +Product Major functions and features Major application scenarios +Ceramic +capacitive +sensor SoC /H1100/H1100/H1100/H1100 +Our ceramic capacitive sensor SoC +integrates multiple functions, +including capacitive conversion, +signal amplification, filtering, +ADC sampling, sensor calibration, +temperature compensation and +output processing. Leveraging its +comprehensive integration, +reliability and cost-effectiveness, +it is widely used as the core +component for automotive +ceramic capacitive sensors. + Automotive air conditioning +pressure sensor + Automotive thermal management +temperature and humidity sensor + Transmission oil pressure sensor +BUSINESS +– 150 – + + +--- page 160 --- +Product Major functions and features Major application scenarios +Resistive bridge +sensor SoC /H1100/H1100/H1100/H1100 +Our resistive bridge sensor SoC +amplifies signals from resistive +bridge sensors and performs +specific calibration. It digitally +compensates for signal offset, +sensitivity drift, temperature drift +and nonlinearity. With built-in +power protection, wide operating +temperature support, excellent +EMC and robust diagnostic +capabilities, it is widely deployed +across diverse applications. + Fuel vapor pressure sensor + Intake manifold pressure sensor + Commercial air conditioning +pressure sensor + Robot foot assembly (under +development) + Robot six-axis force sensor +(under development) +Temperature and +humidity +capacitive +sensor SoC /H1100/H1100/H1100/H1100 +Our temperature and humidity +capacitive sensor SoC is a low- +power, high-precision signal +processing and control solution +designed for small capacitive +sensors. It supports single, +differential and full-bridge +capacitance modes, and includes a +highly linear integrated +temperature sensor. This SoC is +widely used as the core +component in temperature and +humidity sensing applications. + Temperature and humidity sensor +for automotive anti-fog + Temperature and humidity sensor +for refrigerator anti-condensation +control + Temperature and humidity sensor +for battery (under development) +Eddy current +position sensor /H1100 +Our eddy current position sensor +module is a non-contact +measurement device based on the +principle of electromagnetic +induction. It can accurately detect +changes in the relative position +between a metallic conductor and +the probe. + Rotor position sensor for +permanent magnet synchronous +motors +Operational +amplifier /H1100/H1100/H1100/H1100/H1100/H1100 +Our operational amplifiers offer a +variety of models designed for a +wide range of applications, +including low-power general- +purpose amplifiers, high-precision +amplifiers and zero-drift +amplifiers. + ASIC input or output amplifiers + Sensor interfaces + Medical communication + Smoke detectors + Audio output + Piezoelectric transducer +amplifiers + Medical equipment + Portable systems +BUSINESS +– 151 – + + +--- page 161 --- +USS SoCs +USS chips are designed to detect the distance, position and characteristics of obstacles by emitting +and receiving ultrasonic signals to sense the surrounding environment. They enable a wide range of +applications including intelligent driving systems, automatic parking systems, reversing assistance +systems, blind spot detection and warning systems, fuel tank level monitoring, industrial distance +measurement systems and obstacle detection systems for drones and robots. +Our USS SoCs are currently primarily adopted in automatic parking scenarios. Compared with +commonly used automotive ranging sensors such as millimeter-wave radar and LiDAR, ultrasonic sensing +powered by USS SoCs offers distinct advantages in low-speed, close-range scenarios, including lower +system cost and minimal blind zones. Their superior near-field detection performance complements other +ranging technologies and make them particularly well-suited for automatic parking applications. +Our USS SoCs have the following features and advantages. + Superior signal-to-noise ratio . Our USS SoCs have superior signal-to-noise ratio, capable of +detecting standard obstacles at a distance of up to five meters. + Single-chip design . Our USS SoCs adopt a single-chip design, with simplified peripheral +circuitry that facilitates compact sensor design. + Transformer-free . Our USS SoCs can be transformer-free, thereby reducing BOM costs and +enabling miniaturization of the sensor. +OUR BUSINESS MODEL +We operate under the fabless model and focus on the design of SoCs. We outsource wafer fabrication +and chip packaging and testing activities to third-party business partners. By concentrating our resources +on product design and R&D processes, we can swiftly respond to evolving market demands and +continuously innovate our product offerings. According to the F&S report, the fabless business model is +consistent with the increasing trend of specialized division of labor within the semiconductor industry, +allowing fabless companies to focus attention and resources on design and R&D. +We provide SoCs based on our proprietary design, as well as integrated solutions based on the +specific demands of certain customers. For our integrated solutions, we leverage our industry know-how +and collaborate closely with our customers to design and provide customized modules. This enables us to +reinforce our relationship with key customers, stay abreast with the latest trends of downstream sectors +and constantly upgrade and enhance our offerings. +The following diagram illustrates our fabless business model. +Design +Our Expertise Team +Manufacturing +M + Sales +Our Group +End Customers +Distributors +Direct Sales +Materials +Packaging and Testing +Foundries +BUSINESS +– 152 – + + +--- page 162 --- +COMMERCIALIZATION +We have adopted a transaction-based model. The following table sets forth the timeline of +commercialization of each of our major product series. +Milestone TPMS SoC BMS SoC USI SoC USS SoC +Mass production /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002018 2021 2021 2024 +Commencement of revenue +generation (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +2017 2020 (2) 2021 2024 +(1) We may recognize revenue from product sampling and small-scale production before proceeding into the mass +production stage. +(2) We began to generate revenue in connection with our wBMS SoCs in 2025. +Our Industry Standards +The following table sets forth the major industry standards applicable to our products and the major +requirements of our downstream industries, respectively. Our products satisfied the requirements of each +of the corresponding industry standards. +Industry Standards Applicable to: +Products Our Products Downstream Industries +Intelligent tire +sensing SoCs  AEC-Q100, Automotive +Electronics Council +Qualification Test for +Integrated Circuits, one of +the key quality certifications +required before automotive- +grade chips enter mass +production. It is an +automotive industry standard +used to assess the reliability +and durability of integrated +circuits for in-vehicle +applications. It sets out a +suite of qualification tests to +verify performance stability +under extreme temperature, +vibration and electrical stress. + GB 26149-2017, Performance +Requirements and Test Methods of +TPMS for Passenger Cars (ߣ +جa +mandatory national standard. It +requires vehicles to install TPMS as +specified to enhance driving safety and +tire use efficiency. +BPS SoC  AEC-Q100.  GB 38031-2020, Safety Requirements +for Traction Batteries Used in Electric +V ehicles (ࠅ +Ӌ). It sets safety requirements and test +methods for power battery cells, +battery packs and systems used in EVs +to ensure safe use and to prevent fires +or explosions caused by battery failure. + GB 38031-2025, EVs Traction Battery +Safety Requirements ( ཥਗӛԓ͜ਗɢ +Ӌ). It applies to EV +power battery cells, battery packs and +systems and prescribes test methods +and safety performance, such as no fire +and no explosion after cell thermal +runaway, and provision of a thermal +event alarm signal and smoke that does +not endanger occupants to raise battery +safety and protect consumers. +BUSINESS +– 153 – + + +--- page 163 --- +Industry Standards Applicable to: +Products Our Products Downstream Industries +USI SoC  AEC-Q100.  GB/T 15478-2015, Test Methods of the +Performances for Pressure Sensor ( Ꮐ +جIt defines test +conditions, test items and methods and +data processing for pressure sensor +performance. It applies to absolute +pressure differential pressure gauge +pressure and vacuum sensors + GB/T 2423.1, .2 and .17, +Environmental Tests for Electrical and +Electronic Equipment (ᐑ +ྤ༊᜕). It comprises (1) low +temperature test methods for non-heat- +dissipating and heat-dissipating +samples with defined conditions +procedures and parameters; (2) high +temperature test methods for the +aforementioned sample types; and (3) +salt spray test methods to assess +corrosion resistance of electrical and +electronic products metallic materials +and protective coatings. +USS SoC  AEC-Q100.  GB/T 41484-2022, Automotive +Ultrasonic Sensor Assembly ( ӛԓ͜൴ +ෂชኜᐼϓ), which sets the +requirements test methods and +inspection rules for automotive +ultrasonic sensor assemblies. +Our Overseas Operations +We established our overseas subsidiary in Malaysia, Viatire Tech SDIV . BHD. (“VIA TIRE”), on May +14, 2025, with principal business activities in the manufacturing and sales of chip products. We hold a 51% +shareholding in VIA TIRE, with the remaining 49% of the shareholding held by 3L Automotive Technology +Pte. Limited (“3LA T”) and E-Motor Industries Intl, Shanghai Co., Ltd. (“EIS”). Based on public +information, 3LA T is a private company limited by shares incorporated in Singapore in 2023. It is a +wholly-owned subsidiary of Shanghai Baolong Technology Co., Ltd. (ʮ̡) and +principally engages in the wholesale of automotive parts and accessories, such as automotive sensors, +ADAS and air suspension, mainly aimed at the Southeast Asia automotive aftermarket. EIS is a PRC +limited liability company incorporated in 2000. It engages in the sale of general machinery, automotive +parts, metal materials, hardware and electrical products to overseas markets, mainly to North America, and +conducts relevant import and export business for various commodities and technologies. +By establishing operations in Malaysia, we expect to benefit from its preferential free trade policies, +which may reduce trade costs, enhance product competitiveness and support our expansion into overseas +markets. We also expect to benefit from favorable PRC policies supporting domestic companies operating +in the automotive chip sectors. Through VIA TIRE, we intend to leverage Malaysia’s location and free trade +policy advantages to expand in North America, ASEAN and Europe, optimize our global capacity footprint +and enhance supply chain resilience. Compared with our operations in Chinese Mainland, VIA TIRE will +primarily manufacture and sell assembled semiconductor products (such as modules and components) to +overseas aftermarket customers, with an initial focus on North America, particularly the United States. +Leveraging its group’s extensive technical know-how accumulated in the TPMS sector, 3LA T provides +VIA TIRE with technical guidance in respect of product design and production equipment, thereby +enhancing VIA TIRE’s core technological competitiveness. In addition, to the best knowledge of our +BUSINESS +– 154 – + + +--- page 164 --- +Directors, the founding team of the independent corporation established pursuant to the joint venture +agreement by the shareholder of EIS has been involved in the North American automotive parts market +for years and possesses market expansion experience and established customer resources, which we +believe will effectively support the marketing and sales promotion of VIA TIRE’s products in North +America, accelerate market penetration and help build brand recognition and industry reputation. We +believe that such arrangement provides us easier market access and greater commercial feasibility for +expansion to the North America market. As of April 30, 2026, our indicative orders for 2026 amounted to +US$1.35 million in aggregate. During the Track Record Period, we did not generate revenue via VIA TIRE, +including any revenue via VIA TIRE from Malaysia. We expect to generate revenue primarily from +overseas customers in the U.S. via VIA TIRE in 2026 and 2027. +The salient terms of our joint venture agreement with EIS and 3LA T in respect of the management +and operation of VIA TIRE and background information of relevant entity are as follows: + Term. The effective period of the agreement is three years from the date the parties become a +member of VIA TIRE. + Main objective of VIATIRE . VIA TIRE shall carry the main objective to manufacture +budget-priced private label aftermarket passenger vehicle TPMS. VIA TIRE shall sell its +aftermarket TPMS products exclusively to an independent corporation to be established by the +shareholder of EIS. As a separate legal entity, this independent corporation shall bear all its +own liabilities and retain all revenues generated from TPMS sales. Supply volumes and pricing +shall be determined based on customer demand. Subsequently in June 2025, such independent +corporation, i.e., TIREVIO INC (“TIREVIO”), was formed as a domestic for-profit corporation +in Indiana, the U.S. TIREVIO’s main business is the provision of TPMS solutions in the +automotive aftermarket in North America. + Obligations of the parties . Under the TPMS design package, an affiliate of 3LA T, which is also +one of our customers, will support (without additional fees and charges, except as provided in +the side letter relating to certain service costs) the hardware design package and production +development and maintenance services. Such affiliate will also establish the manufacturing +protocols, lead production training and instruction and support the total product integrity for +release. The parties shall form a strategic partnership and invest in VIA TIRE and VIA TIRE +shall utilize such monies invested and/or loaned by the parties to carry on the VIA TIRE +objectives stated in the agreement and/or such objectives as to be determined by parties from +time to time. +OUR TECHNOLOGIES +The semiconductor industry is characterized by rapid technological evolution and intense market +competition. We must continuously launch new products while advancing manufacturing processes, +necessitating sustained R&D investments to drive innovation and meet market demands efficiently. Since +our inception, we have established a proprietary sensor SoC platform that integrates sensing, processing +and wireless transmission capabilities, coupled with wireless radio frequency technologies, automotive- +grade capabilities and engineering capabilities, which together form our technology foundation. Our +proprietary sensor SoC platform enables us to efficiently develop sensor SoCs to address the needs of +different application scenarios; our wireless radio frequency technologies ensure us to serve more +precisely in the automotive-grade wireless communication environment; our automotive-grade capabilities +enables our sensors to satisfy the key requirements for automotive-grade chips; and our engineering +capabilities covering chip calibration, testing and system-level design enhance production efficiency, +reduce cost and improve product reliability. As of the Latest Practicable Date, we had successfully +commercialized our major product series: TPMS SoCs, BMS SoCs, USI SoCs and USS SoCs, which +incorporated these technologies. + Proprietary sensor SoC platform . Our sensor SoC platform covers the essential functional +blocks of a sensor SoC system, including signal sensing (i.e., through MEMS interface circuit), +signal processing (i.e., through ADC and MCU) and wireless communication (i.e., through auto +BUSINESS +– 155 – + + +--- page 165 --- +wireless circuit). By selecting, combining, configuring and optimizing these blocks, we can +efficiently develop sensor SoCs to address the needs of different application scenarios. As +environmental physical or chemical signals (e.g., pressure, temperature, humidity and +acceleration) change, corresponding changes occur in the electrical characteristics (e.g., +resistance or capacitance) of the MEMS. On our sensor SoC platform, the MEMS interface +circuit senses these changes and converts them into analog signals in the form of current, +voltage or frequency. Within the signal processing circuit, ADC converts analog signal to +digital signal, to facilitate MCU to perform complex algorithm processing under various +application scenarios. Finally, the auto wireless circuit transmits the processed outputs to +external systems. The following diagram illustrates the key blocks of our proprietary sensor +SoC platform. +MEMS Interface + ADC + MCU + Auto Wireless Circuit +Signal Sensing + Signal Processing + Wireless Communication + Wireless radio frequency technologies . We have also developed advanced wireless radio +frequency technologies. These technologies enable us to serve automotive-grade wireless +communication environment by achieving wireless transmission reliability, anti-interference, +wireless spectrum mask requirement, EMC environment, low latency, low power consumption +and automotive-grade safety. + Automotive-grade capabilities . We possess capabilities that meet the stringent standards of +automotive-grade applications. As a result of our robust automotive-grade R&D foundation, +our products satisfy the key requirements for automotive-grade chips, such as precision +reliability across the full automotive-grade temperature range from -40°C to 125°C, high- +voltage reverse polarity protection, ASIL functional safety, unified diagnostics services +(“UDS”), redundancy and harsh-in-vehicle environment EMC that provides anti-interference +against variations in electromagnetic environment and interference across different +frequencies. We have also established a robust, full-cycle quality control mechanism that +complies with major global standards as the backbone of our automotive-grade capabilities. + Engineering capabilities. We have accumulated in-depth expertise in simulation, packaging +design, test calibration planning, reliability analysis and failure rate prediction, among others. +/H18537Chip calibration . We have developed calibration systems tailored to our chip +characteristics, including multiple advanced calibration algorithms and automated +calibration equipment. These calibration systems significantly improve mass production +efficiency, reduce production costs and enhance product quality. +/H18537Testing and verification . We have built multiple testing systems based on product design +and customer requirements, which form a testing platform with over 256 nodes. We also +perform long-term reliability verification for multiple scenarios. Our testing platform can +automatically collect the key parameters that we and our customers focus on, to provide +crucial data inputs to improve product reliability. +/H18537System-level engineering capabilities . We have independently developed the hardware, +software and structural components of our products, which are capable of meeting the +stringent functional and reliability requirements of our customers. We have also designed +and built proprietary batch testing and calibration equipment, which enables the +simultaneous testing and calibration of hundreds of channels, significantly improving +production efficiency. We are supported by dedicated technical staff, who carry out +testing and assembly in accordance with our SOPs in collaboration with leading industry +suppliers, to ensure compliance with required specifications. +BUSINESS +– 156 – + + +--- page 166 --- +Based on our technology foundation, we have established core technologies in signal sensing, signal +processing, wireless communication, SoC integration and calibration. More specifically, our signal sensing +technologies such as chopper stabilization and digital filtering enable low-noise detection of weak MEMS +signals, ensuring precision and fault tolerance; our signal processing and calibration technologies deliver +offset compensation, high-accuracy correction and diagnostic protection to maintain stable output; our +wireless communication technology supports large-scale multi-node access with deterministic latency and +strong synchronization even under interference; our integrated SoC design co-optimizes analog, digital +and RF domains for compactness, low power consumption and high robustness with built-in safety and +EMI mitigation; and our calibration and compensation technologies minimize signal drift and +environmental impact through proprietary algorithms and automated calibration systems. +Signal sensing—pressure sensing technology +In tire pressure monitoring, our products adopt advanced techniques such as chopper stabilization, +correlated double sampling and digital filtering to achieve low-noise performance. These technologies +enable our sensor SoCs to detect extremely weak signals from pressure MEMS. The analog signals output +by the pressure MEMS are amplified, filtered and then converted into digital signals. The ADC employs +a multi-modal architecture that allows customers to flexibly configure measurement accuracy and +conversion speed, thereby enabling targeted and efficient signal processing for a wide range of sensor +applications. Our SoCs also integrate multiple digital filters that improve signal-to-noise ratio, and +calibration algorithms that compensate for the nonlinearity and temperature drift of the MEMS pressure +sensors. In addition, our SoCs incorporate robust diagnostic functions that provide accurate fault codes in +case of malfunction, reducing the risk of failure. These features not only ensure high-precision pressure +measurement but also enhance the reliability and stability of the product in automotive-grade applications. +Signal processing—sensor signal processing and calibration technology +Sensor signal processing and calibration technology is a core competence in the development of our +USIs. +Our signal processing technology supports offset compensation at the input stage, preventing signal +saturation upon amplification caused by intrinsic sensor offset. This allows us to accommodate sensors +with signal ranges much smaller than their intrinsic offsets and achieve high-resolution measurement +results. Notably, the technology supports synchronous access and independent processing of multiple +sensor signals, enabling customers to develop specialized sensor applications. +We have developed a range of signal calibration modes and algorithms to achieve high-precision +compensation across various sensor types. We also build and optimize our algorithms for different sensors +and integrate auxiliary circuits within the SoC to minimize calibration complexity caused by temperature +variation. This not only enhances production efficiency and reduces manufacturing costs but also ensures +accurate calibration. The technology further supports diagnostic features such as open/short circuit +detection, voltage, temperature monitoring and signal stabilization checks—allowing the chip to output +fault codes or alerts when sensor abnormalities occur, thereby mitigating risks associated with sensor +failure. +Wireless radio frequency—wireless communication technology +Our proprietary wireless communication protocol for in-vehicle applications overcomes key +limitations of conventional Bluetooth transmission in terms of real-time performance, multi-node access +and reliability. The protocol supports over 256 slave nodes and features strong retransmission capabilities, +ensuring deterministic latency and transmission reliability across all nodes. Time synchronization +accuracy across nodes is less than two microseconds, which makes the system particularly suitable for data +acquisition in battery pack scenarios involving voltage, temperature and multi-sensor monitoring. In +scenarios with severe local interference or weak signals, our powerful relay transmission mechanism +maintains stable and reliable communication, enhancing performance under harsh operating conditions. +BUSINESS +– 157 – + + +--- page 167 --- +In the field of energy storage wireless communication, we adopt advanced baseband algorithms for +ultra-high interference suppression and rapid switching between transmission and reception. This enables +the protocol to support over 300 nodes in a single-layer network—ideal for energy storage stations and +commercial storage systems with high cell counts and dense adjacent-channel interference, significantly +expanding the applicability of our wireless sensor SoCs. +Wireless sensor SoC—integrated SoC technology +Our wireless sensor SoCs integrate sensing and radio frequency functionalities into a single chip, +incorporating a high-precision AFE, high-resolution ADC, high-speed digital signal processor and a +sensitive radio frequency transceiver. Such co-design across analog, digital and radio frequency domains, +with rigorous noise management, presents significant technical challenges. +Given the stringent reliability requirements of automotive-grade products and the complexity of +circuit types, the selection of process technology is critical. We adopt a process node capable of supporting +high-voltage tolerance, low noise, low temperature drift and ultra-low leakage, while strictly enforcing +multi-voltage domain separation and 100% over-voltage inspection. We apply Monte Carlo mismatch +modeling to enhance circuit robustness and broaden process tolerance to meet automotive reliability +standards. +Automotive-grade SoC design must include safety mechanisms. We employ heterogeneous +redundancy in critical on-chip circuits to prevent systemic failures from shared failure modes. For MEMS, +we integrate diagnostics such as open/short detection, overvoltage and overcurrent protection. For analog, +radio frequency and digital interfaces, we implement dynamic scan testing in mass production to reduce +the escape rate of process-induced failures. +To address the strong in-vehicle EMI, we implement architectural and layout-level isolation for key +circuits to meet the low-noise, high-precision requirements of MEMS. For sensitive radio frequency +receivers, we achieve high reception sensitivity through optimized power domain partitioning, low-power +mode design and efficient power management units. To ensure radio frequency communication does not +interfere with critical automotive systems (e.g., airbag controllers, ABS), we use spread-spectrum clocking +to reduce peak power density and mitigate EMI to the vehicle system. +Calibration—calibration and compensation technologies +MEMS output is prone to signal drift due to factors such as temperature fluctuations, wafer-level +inconsistencies and packaging-induced stress. To address this, we have developed a comprehensive set of +calibration algorithms, standard processes and automated calibration equipment to achieve high-precision +calibration at the chip level. Our proprietary algorithms and custom-built production equipment enable our +sensor chips to maintain low drift and low distortion under challenging environmental conditions (e.g., +extreme temperatures or pressure fluctuations). These calibration technologies not only enhance sensor +reliability and stability but also significantly reduce the cost of calibration. +RESEARCH AND DEVELOPMENT +Through years of R&D efforts, we have built extensive expertise in the field of sensor SoCs, in +particular wireless sensor SoCs. We continuously expand our product portfolio, updating existing products +and introducing cost-effective new solutions to enhance competitiveness. By intensifying R&D +commitments, accelerating market response times and enhancing operational efficiency, we aim to solidify +and extend our competitive edge in the industry. +We have been committed to investing into our R&D talents and initiatives. During the Track Record +Period, our research and development costs were RMB95.9 million, RMB107.9 million and RMB101.5 +million in 2023, 2024 and 2025, respectively, representing 42.9%, 31.0% and 21.2% of our revenue in the +respective periods. As of the Latest Practicable Date, we had not been involved in any legal claims or +proceedings that could have an influence on the R&D for our sensor SoC products. +BUSINESS +– 158 – + + +--- page 168 --- +We have not in-licensed any material intellectual property rights or outsourced any material research +and development processes to third parties. During the Track Record Period and up to the Latest +Practicable Date, we performed substantially all of the R&D of our products in house. During the Track +Record Period and up to the Latest Practicable Date, we had not been subject to any material legal claims +or proceedings that may have an influence on the research and development of our products. +Our R&D Team and Core Members +We had assembled a R&D team consisting of 125 R&D personnel, accounting for over 55% of our +workforce, as of December 31, 2025. Our dedicated and experienced R&D team is led by Dr. Li +Mengxiong. The following table sets forth the details of our core research and development members. +Core R&D members Profile +Dr. Li Mengxiong Dr. Li Mengxiong is the chairman of the Board, an executive +Director and the chief executive officer of our Company. Dr. +Li obtained a bachelor’s degree in microelectronics and a +master’s degree in microelectronics and solid-state +electronics from Fudan University ( ూ͇ɽኪ) in the PRC. He +further obtained a doctoral degree from the School of +Electrical and Electronic Engineering of the University of +Nottingham. Dr. Li has over 20 years of experience in +integrated circuit design, R&D and management. He has deep +expertise in automotive sensor chips, communication radio +frequency and optoelectronic integration. He is responsible +for our overall technology direction planning, such as +development of BLE TPMS and wBMS SoCs, and major +technical decisions, and has made decisive contributions to +our key technological innovations and product system +development, driving the industrialization of several +landmark technologies. +Mr. Li Shuguang Mr. Li Shuguang is an executive Director and the vice +president of our Company. Mr. Li obtained a bachelor’s +degree in microelectronics and further obtained a master’s +degree in microelectronics and solid-state electronics from +Fudan University ( ూ͇ɽኪ) in the PRC. Mr. Li has over 20 +years of experience in IC design, R&D and management, with +deep expertise in high-precision low-power signal +conditioning, high-performance clock circuits, wireless radio +frequency front-end and chip system integration design. He +leads the design and development of our major products, such +as TPMS SoCs, BLE TPMS SoCs, BPS SoCs and USI SoCs. +He is one of the main contributors of many of our core +patents, such as sensor signal chain circuit and wireless +communication, and is responsible for R&D of key +technologies and products, as well as quality management. +BUSINESS +– 159 – + + +--- page 169 --- +Core R&D members Profile +Mr. Wen Li Mr. Wen Li, our key R&D leader, holds a bachelor’s degree +and a master’s degree in electronic engineering from Fudan +University ( ూ͇ɽኪ) in the PRC. Mr. Wen has over 15 years +of work experience and has accumulated rich technical +expertise in automotive wireless sensing technology and new +energy vehicle battery system application technology. He is +one of the main contributors of our core patents relating to +wBMS. In particular, he is responsible for the development of +wireless protocols for BMS systems and has extensive +experience in multi-node and high reliability wireless +transmission technologies. He is responsible for product +definition, R&D and key technology pre-research for our core +BMS product line. +Dr. Chen Cheng Dr. Chen Cheng, our key R&D leader, holds a bachelor’s +degree in electronic engineering and a PhD degree in +microelectronics from Fudan University ( ూ͇ɽኪ)i nt h e +PRC. Dr. Chen has 20 years of solid experience in high- +performance mixed-signal integrated circuit R&D and +architectural innovation, particularly skilled in the field of +ADC. He has driven the product definition, R&D and +industrialization of our key products, such as TPMS SoCs and +ultrasonic ranging, and has also led the pre-research on +energy harvesting circuits and OOK technologies. He is one +of the main contributors of many of our core patents and is +responsible for the overall R&D of our chip products. He has +made important contributions to our chip development and +technological breakthroughs. +We retain key management and technical staff with competitive remuneration packages and welfare +benefits. We also invest in training programs to upskill our key staff. In the event of termination of +employment requested by key staff, we closely communicate with the staff for the reason of departure and +feedback for us. We also recruit candidates with relevant knowledge and skills by online recruitment, +campus recruitment and internal referrals, among others, to avoid the negative impact that could be caused +by attrition. +The salient terms of agreements with management and technical staff are set out below. + No conflict. During the employment, the employee shall not engage in any other job, whether +full-time or part-time, without our written consent. + Non-competition. We have the right to unilaterally initiate a non-competition period of up to +two years following the termination of employment. During the term of employment and the +non-competition period initiated by us, the employee shall not engage in any competitive +behavior. + Non-solicitation. During the employment and for two years thereafter, the employee shall not, +directly or indirectly, solicit or attempt to solicit our current and former employees to leave +their employment or solicit or otherwise influence our relationships with our customers or +suppliers. + Inventions arrangement. We own all rights, titles and interests (including patent rights, +copyrights, trade secret rights and all other intellectual property rights of any sort throughout +the world) relating to any and all inventions (whether or not patentable), designs, know-how, +ideas and information made, conceived or reduced to practice, in whole or in part, by the +employee during the term of the employment contract to the fullest extent allowed by +applicable laws, and the employee shall promptly disclose all inventions to us. +BUSINESS +– 160 – + + +--- page 170 --- + Proprietary information arrangement. All inventions and all other business, technical and +financial information (including, without limitation, the identity of and information relating to +customers or employees) the employee develops, learns or obtains during the term of the +employment contract that relate to us or our business or demonstrably anticipated business, or +that are developed in whole or in part during the employment or using our equipment, supplies, +facilities or confidential information, or that are received by or for us in confidence, constitute +proprietary information. The employee shall hold in confidence and not disclose or, except +within the scope of the employment, use any proprietary information. The employee shall +maintain confidentiality obligations indefinitely after the expiration or termination of +employment until we declare such information declassified or that such information becomes +publicly available. The expiration or termination of the employment agreement shall not +release employees from the continued confidentiality obligations. +Our R&D Process +Our R&D process involves a framework in which factors such as customers demand, feasibility +analysis, technology developments and application scenarios are taken into consideration. We have +established a comprehensive process to ensure strict control and oversight of our R&D activities. Our +R&D process primarily encompasses the key steps of (1) market research and project initiation, (2) +development, and (3) verification, after which we proceed with mass production conducted through trusted +third parties. The process from formulation of product concepts to the commencement of mass production +may vary from six to 24 months, depending mainly on the complexity and novelty of products, as well as +the requirements of relevant customers. We have implemented rigorous control protocols over our research +and development process to ensure full-cycle quality control. + At the market research and project initiation stage, we complete a series of steps to transform +product concepts into product specifications and development plans. Specifically, we conduct +a comprehensive evaluation of new project feasibility from market, technical, operational and +financial perspectives. We consider wafer fabrication processes, packaging requirements and +cost parameters, refine product specifications and perform IP searches and analysis to assess +potential risks. + At the development stage, our R&D personnel proceed with the development tasks of SoC +design according to our product development plans. This involves procedures such as chip +architectural definition, IP integration, physical implementation and production test readiness. +At this stage, we focus on optimizing product performance and quality and achieving +innovation and improving our product to meet technical and market demands. + At the verification stage, we closely coordinate with the wafer foundry and packaging service +providers to produce prototypes. Once the prototypes are produced, they will go through +functional and performance validation to ensure alignment with our product specifications. At +this stage, we also closely monitor the product’s manufacturability and compliance with +production requirements, including any production issues. In addition, we may involve certain +key customers in product trials to collect their feedback as part of our considerations in whether +to proceed with mass production. +INTELLECTUAL PROPERTY RIGHTS +We believe that our intellectual property rights are critical to our continued success. We have taken +the following key measures to protect our intellectual property rights, including (1) establishing a set of +comprehensive internal policies to implement effective management over our intellectual property rights, +(2) timely registration, filing and application for the ownership of our intellectual properties, (3) timely +report to the management upon identification of infringement of our intellectual property rights by third +parties, (4) providing trainings to enhance employees’ intellectual property right awareness and to ensure +our intellectual property protection measures’ long-term effectiveness, and (5) stipulating and emphasizing +the ownership and protection of intellectual properties in the employment agreements and employee +handbook. +BUSINESS +– 161 – + + +--- page 171 --- +As of December 31, 2025, we had 90 granted patents, 33 utility model patents and one design patent. +As of the same date, we had 61 layout-design of integrated circuits, 26 software copyrights and 25 +registered trademarks. +Examples of patents held by us in connection with our core technologies which we consider to be +material to our business include the following: +Patent name +Place of +registration Patent number Major function +Wireless communication +system and signal +transceiver device ( ೌᇞ +໮ϗ೯ༀ +ໄ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +China CN202210671793.4 Achieve duplex +communication without +antenna switching +components +Frequency divider circuit, +phase-locked loop +circuit and control +method for frequency +divider ( ʱ᎖ཥ༩eᕁ +ᐑཥ༩˸ʿʱ᎖ཥ༩ +ج)H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +China CN202011531410.0 Enable fast lock and +diagnostic functions in +wireless phase-locked loop +systems +Mismatch calibration +circuit, method, system +and RF system (ࣧ +eӻ୕ձ +᎖ӻ୕)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +China CN202010825457.1 Automatically estimate and +compensate transmitter +mismatches to maintain +timing and signal quality +Alarm integrated circuit, +alarm system and alarm +method ( జᙆණϓཥ +༩eజᙆӻ୕ʿజᙆ˙ +ج)H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +China CN202210256469.6 Customize the system +architecture after modeling +the pressure runaway +scenario in the battery pack +cavity based on real-world +conditions +Sensor diagnostic device +and sensor detection +circuit ( ෂชኜൢᓙༀໄ +ձෂชኜᏨ಻ཥ༩) /H1100/H1100/H1100/H1100 +China CN202110127511.X Provide functional safety +diagnostics across 10 +failure scenarios, compliant +with automotive ASIL-B +Bluetooth receiving +device, Bluetooth +communication method +and electronic +equipment ( ᔝ˫ટϗༀ +ʿཥ +ɿண௪)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +China CN202010194668.X Implement low-power +Bluetooth anti-collision +reception strategy with +early packet filtering +Automatic mismatch +calibration circuit, +method and RF receiver +(๟ཥ༩e˙ +᎖ટϗዚ) /H1100/H1100/H1100/H1100/H1100/H1100 +China CN202010799164.0 Perform automatic mismatch +estimation and +compensation in RF +transmitters to ensure +communication quality +Low-power supply circuit +(Э̌ঃԶཥཥ༩) /H1100/H1100/H1100/H1100/H1100 +China CN202211140623.X Provide minimalistic low- +power wake-up energy +detection for Bluetooth +systems +BUSINESS +– 162 – + + +--- page 172 --- +Patent name +Place of +registration Patent number Major function +Data transceiver system, +data receiving device +and control method ( ᅰ +ኽϗ೯ӻ୕eᅰኽટϗ +ج)H1100/H1100/H1100/H1100 +China CN202210156060.7 Enhance wireless reception +with fast automatic gain +adjustment, improving +efficiency by 50% +LF decoding integrated +circuit and TPMS +control system ( Э᎖༆ +ᇁණϓཥ༩ʿTPMS છՓ +ӻ୕) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +China CN202210123692.3 Provide error-corrected +decoding at 125 kHz +frequency band for wireless +LF applications +Bluetooth module, event +control method for +Bluetooth module and +electronic device ( ᔝ˫ +ԫ΁ +ʿཥɿண௪) /H1100/H1100 +China CN202010395338.7 Improve BLE packet +transmission efficiency +with configurable timer- +based hardware power +control +Overvoltage protection +circuit and device ( ཀᏀ +ᚐཥ༩ʿༀໄ) /H1100/H1100/H1100/H1100/H1100/H1100 +China CN2021116360416 Provide rapid protection +against automotive surge +overvoltage to prevent +functional failure +As advised by our PRC Legal Advisor, pursuant to the Patent Law of the PRC ( ʕശɛ͏΍ձ਷ਖ਼ +جan invention patent registered in China is valid for a term of 20 years from the date of filing of the +application for the patent, an utility model patent registered in China is valid for a term of 10 years from +the date of filing of the application for the patent, and since June 1, 2021, a design patent registered in +China is valid for a term of 15 years from the date of filing of the application for the patent. Despite our +precautions, however, third parties may obtain and use our intellectual property without our consent. +Unauthorized use of our intellectual property by third parties and the expenses incurred in protecting our +intellectual property rights from such unauthorized use may adversely affect our business and results of +operations. See “Risk Factors—Risks Relating to the Research and Development and Intellectual Property +Rights of Our Products.” Our Directors confirm that we did not have any material disputes or any other +pending material legal proceedings of intellectual property rights with third parties during the Track +Record Period and up to the Latest Practicable Date. +SALES AND MARKETING +During the Track Record Period, we primarily sold our products to customers located in China. We +adopted hybrid sales channels and sold our products through both direct sales and distributors. We do not +impose any restrictions on the types of products that may be sold to customers and encourage both direct +sales customers and distributors to adopt or promote a broader range of our product offerings where +commercially appropriate. We have overlapping customers among different product types as some of our +customers operate multiple sensor-related business lines and therefore procure different types of our +sensor SoCs to support their respective applications. The following table sets forth a breakdown of our +revenue by distribution channels for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +total Amount +%o f +total Amount +%o f +total +(RMB in thousands, except for percentages) +Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100113,615 50.8 184,849 53.2 228,157 47.7 +Direct sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100109,868 49.2 162,691 46.8 249,704 52.3 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0 +BUSINESS +– 163 – + + +--- page 173 --- +Our sales force is essential to build, maintain and promote our brand image by interacting, +introducing and demonstrating the features of our products directly to our customers. As of December 31, +2025, we had a dedicated sales and marketing team of 26 members with strong expertise in the sales of +our products. The technically complex nature of our product requires our sales force to possess specialized +expertise. Our sales and marketing team work in a collaborative manner with our research and +development team, such as through product line meetings, ad-hoc meetings and regular performance +reviews and evaluations. We also organize workshops to maintain our sales team’s technical proficiency +to deepen their understanding of our products. To encourage and incentivize our sales force, we have +implemented a compensation structure combines a fixed salary with performance-based assessments and +special incentives. +Our Sales Arrangements +Direct sales +Our direct sales customers are Tier 1 suppliers. Currently, our products are deployed by a number +of automotive OEMs through their Tier 1 suppliers. Such automotive OEMs are the end customers of our +direct sales customers. We believe that our direct engagement with these customers and our proactive +efforts to develop and strengthen relationship with them can enable us to address their demands in a +satisfactory and efficient manner, accumulate critical know-hows and enhance our market penetration and +positioning in the relevant downstream sectors. Driven by our commitment to “Product-market Fit,” we +primarily attract and retain direct sales customers leveraging our ability to offer products that effectively +meet their requirements, as well as evolving industry standards and technology advancements. In +particular, we have fostered strong and sustainable collaborative relationship with certain direct sales +customers by maintaining regular communications with them and providing customized solutions. +The following table sets forth certain key metrics of our direct sales customers for the periods +indicated. +Y ear ended December 31, +2023 2024 2025 +Number of direct sales customers at the beginning +of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110062 96 115 +Number of new direct sales customers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052 63 50 +Number of exiting direct sales customers /H1100/H1100/H1100/H1100/H1100/H1100(18) (44) (73) +Number of direct sales customers at the end of the +year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110096 115 92 +Number of transactions with direct sales +customers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100450 386 379 +Average direct sales customer value (1) (RMB in +thousands) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,144 1,415 2,714 +Average transaction value of direct sales +customers (2) (RMB in thousands) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100244 421 659 +Direct sales customer retention rate (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110071.0% 54.2% 36.5% +Net dollar retention rate of direct sales +customer (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100238.2% 144.2% 147.6% +Number of key direct sales customers (5) /H1100/H1100/H1100/H1100/H1100/H1100/H110022 21 18 +Key direct sales customer retention rate (6) /H1100/H1100/H1100/H1100/H1100/H110094.7% 86.3% 76.2% +Net dollar retention rate of key direct sales +customers (7) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100275.3% 148.8% 152.0% +(1) Calculated by dividing the revenue generated from direct sales customers in a given period by the number of direct +sales customers who purchased our products in the same period. +(2) Calculated by dividing the revenue generated from direct sales customers in a given period by the number of +transactions by our direct sales customers in the same period. +(3) Direct sales customer retention rate equals the number of direct sales customers that contributed to our revenue for both +the current and previous periods divided by the number of direct sales customers of the previous period and multiplied +by 100%. +BUSINESS +– 164 – + + +--- page 174 --- +(4) Net dollar retention rate of direct sales customers equals the revenue of a current period from direct sales customers +that contributed to our revenue for both the current and previous periods divided by the revenue of the previous period +and multiplied by 100%. +(5) Key direct sales customers refer to direct sales customers whose revenue contribution to our Group exceeds RMB1.0 +million for a given fiscal year. +(6) Key direct sales customer retention rate equals the number of key direct sales customers that contributed to our revenue +for both the current and previous periods divided by the number of key direct sales customers of the previous period +and multiplied by 100%. +(7) Net dollar retention rate of key direct sales customers equals the revenue of a current period from key direct sales +customers that contributed to our revenue for both the current and previous periods divided by the revenue of the +previous period and multiplied by 100%. +We believe that the operational data of key direct sales customers can more accurately reflect the +stability and continuity of our relationship with direct sales customers, because our revenue generated +from these key direct sales customers consistently accounted for over 80% of our revenue from direct sales +customers during each period of the Track Record Period. As a result, fluctuations in purchases by smaller +direct sales customers have a relatively small impact on our overall operational performance, and the +purchasing patterns of these key direct sales customers provide a more reliable indicator of the +sustainability of our revenue. Our key direct sales customer retention rate remained above 80% in 2023 +and 2024, respectively. Our key direct sales customer retention rate decreased from 86.3% in 2024 to +76.2% in 2025, primarily due to a shift in the procurement preference among certain of our customers. +Driven by their internal regional channel consolidation, such customers opted to procure our products +through our distributors rather than through direct purchase. Our net dollar retention rate of key direct +sales customers decreased from 275.3% in 2023 to 148.8% in 2024, and then remained relatively stable +at 152.0% in 2025. We had relatively high net dollar retention rate of key direct sales customers in 2023, +primarily due to the mass production of certain intelligent tire sensing SoCs and USI SoCs, which led to +a surge in direct sales expansion. +During the Track Record Period, we derived an increasing proportion of our total revenue from +Customer B, which was our second largest customer in 2023 and our largest customer in each of 2024 and +2025. Our revenue from Customer B accounted for 7.3%, 22.5% and 31.9% of our total revenue in 2023, +2024 and 2025, respectively. Had Customer B been removed from the calculations above, the average +direct sales customer value (RMB in thousands) would be reduced to 985, 659 and 1,069 in 2023, 2024 +and 2025, respectively, and the average transaction value of direct sales customers (RMB in thousands) +to 215, 210 and 276 for the same periods, respectively. Meanwhile, the direct sales customer retention rate +would be 70.5%, 53.7% and 36.0% in 2023, 2024 and 2025, respectively, and the net dollar retention rate +of direct sales customers would be reduced to 211.1%, 75.8% and 116.8% for the same periods, +respectively. With respect to key direct sales customers, the key direct sales customer retention rate would +be 94.4%, 85.7% and 75.0% in 2023, 2024 and 2025, respectively, and the net dollar retention rate would +be reduced to 244.6%, 76.4% and 123.7% in the same periods, respectively. The reduction in average +direct sales customer value, average transaction value of direct sales customers and net dollar retention +rate of direct sales customers and key direct sales customers, had Customer B been removed from the +calculation, is due to the higher procurement volume for each bulk order from Customer B, while the price +level for Customer B remained comparable to that of other direct sales customers during the Track Record +Period. +Principal terms of sales agreements with direct sales customers +We typically enter into framework agreements and subsequent purchase orders with our direct +customers. The following paragraphs set forth a summary of the salient terms of our arrangements with +direct sales customers. + Term and termination . Our framework agreements with direct customers generally have no +fixed term. The direct customers may generally terminate the framework agreements in the +event that we breach the terms of the agreements. + Product specification . Our customers typically set forth specific product specification +requirements for the products ordered, including product model, specification, price, quantity, +delivery timeline and other detailed items. +BUSINESS +– 165 – + + +--- page 175 --- + Pricing and payment term . We sell our products to direct sales customers at agreed levels as +stipulated in the relevant agreements. Except for certain major direct sales customers with good +credit profile and collaborative relationship with us, we generally require prepayments from +our distributors before delivery. For the sales on credit to direct sales customers, we typically +grant a credit term ranging from 30 to 90 days. + Logistics . We are generally responsible for packaging and delivering qualifying products to our +customers’ designated warehouses. + Supporting services . We are responsible for providing supporting services to the direct sales +customers. + Risk allocation . The risk of damage is generally on the direct customers once our products are +delivered to direct sales customers. + Return and exchange . Products are typically accepted in accordance with customer’s +specifications, as well as national and industry standards. Should any quality issues arise, we +shall be responsible for replacement or the direct customers can return the products. +Sales through distributors +We have adopted a distributorship model for a portion of the sales and distribution of our products +to end customers, mainly comprising Tier 1 suppliers and automotive aftermarket enterprises. Under this +model, we remain principally responsible for maintaining relationship with the end customers and +formulating the product specifications, enabling us to capture commercial opportunities and better secure +orders, while the distributors are responsible for delivery to end customers and settlement with us. Some +end customers specifically request the distributor involvement in their sales arrangements with us to +enhance operating efficiency, as distributors can supply multiple product lines and meet their requirement +for supply chain flexibility and resilience. According to the F&S report, the engagement of distributors for +the sales of products is industry norm in the semiconductor industry. Such distribution model streamlines +our operations by enabling us to focus on the R&D of our products and strengthen our core advantages, +improving our operational leverage by reducing inefficient sales and administrative procedures and +improving our financial flexibility. +Our relationship with distributors is categorized as seller-buyer relationships, as they buy out our +products from us and then resell the products to the end customers. We recognize sales revenues from +distributors when the control over our products is transferred to such distributors. +Our distributors are not allowed to sub-distribute our products to other parties without our prior +consent. During the Track Record Period and up to the Latest Practicable Date, we were not aware of any +sub-distributors of our products. +The following table sets forth the key metrics of our distributors for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Number of distributors at the beginning of the +year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100408 480 182 +Number of new distributors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100222 58 45 +Number of exiting distributors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(150) (356) (78) +Number of distributors at the end of the year /H1100/H1100/H1100/H1100480 182 149 +Number of transactions with distributors /H1100/H1100/H1100/H1100/H1100/H1100/H11008,604 8,046 9,830 +Average distributor value (1) (RMB in thousands) /H1100/H1100237 1,016 1,531 +Average transaction value of distributors (2) (RMB +in thousands) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 23 23 +Distributor retention rate (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110063.2% 27.1% 56.0% +Net dollar retention rate of distributors (4) /H1100/H1100/H1100/H1100/H1100/H1100149.5% 145.0% 117.4% +Number of key distributors (5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 30 33 +Key distributor retention rate (6) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100.0% 100.0% 93.3% +Net dollar retention rate of key distributors (7) /H1100/H1100/H1100/H1100187.7% 170.8% 117.4% +(1) Calculated by dividing the revenue generated from distributorship in a given period by the number of distributors who +purchased our products in the same period. +BUSINESS +– 166 – + + +--- page 176 --- +(2) Calculated by dividing the revenue generated from distributorship in a given period by the number of transactions by +our distributors in the same period. +(3) Distributor retention rate equals the number of distributors that contributed to our revenue for both the current and +previous periods divided by the number of distributors of the previous period and multiplied by 100%. +(4) Net dollar retention rate of distributors equals the revenue of a current period from distributors that contributed to our +revenue for both the current and previous periods divided by the revenue of the previous period and multiplied by +100%. +(5) Key distributors refers to refer to distributors whose revenue contribution to our Group exceeds RMB1.0 million for +a given fiscal year. +(6) Key distributor retention rate equals the number of key distributors that contributed to our revenue for both the current +and previous periods divided by the number of key distributors of the previous period and multiplied by 100%. +(7) Net dollar retention rate of key distributors equals the revenue of a current period from key distributors that contributed +to our revenue for both the current and previous periods divided by the revenue of the previous period and multiplied +by 100%. +We believe that the operational data of key distributors can more accurately reflect the stability and +continuity of our relationship with distributors, because our revenue generated from these key distributors +consistently accounted for over 75% of our revenue from distributors during each period of the Track +Record Period. The number of distributors decreased from 480 in the end of 2023 to 182 in the end of +2024, and the number of exiting distributors increased from 150 in 2023 to 356 in 2024, primarily due to +(1) the internal consolidation of our distributors, which involved mergers or channel integration within the +same regions and resulted in the termination of duplicated distributor relationships with us. Such +consolidation optimized our distribution network, allowing us to concentrate on more competitive +distribution channels, better serve branded customers and enhance overall operational efficiency; and (2) +the fact that our cooperation with certain distributors involved one-off transactions, where such +distributors did not continue to place repeat orders in the next year, which naturally led to their exit. The +number of distributors further decreased to 149 in the end of 2025, primarily due to further consolidation +of our distributors, for the same reasons discussed above. +During the Track Record Period and up to the Latest Practicable Date, we did not experience material +breach of distribution agreements that had a significant impact on our business, nor did we have any +material disputes with or experience any return or exchange of products from our distributors that had a +material adverse effect on our business. +To the best of our knowledge, during the Track Record Period and up to the Latest Practicable Date, +all of our distributors were Independent Third Parties. To the best of our knowledge, except for the +business relationship with us pursuant to the distribution arrangements, there is no other relationship +between the distributors and each of our Company, our subsidiaries, our Shareholders who own 5% or +more of our total issued Shares, Directors or senior management or any of their respective associates. +Principal terms of distribution agreements +We typically enter into distribution agreements with our distributors. The following paragraphs set +forth a summary of the salient terms of our arrangements with distributors. + Term. The term of the distribution agreement is typically one year. Parties may terminate the +distribution agreement in the event of breach of relevant laws or regulations. + Pricing and payment term . We set the selling prices of our products sold by our distributors +to the end customers, which then serve as the basis for setting our selling price to the +distributors. We adopt this approach to manage the pricing of our products, aiming to maintain +a long-term and stable relationship with our distributors. We generally require prepayments +from our distributors before delivery. + Sales amount and sales target . The distributors confirm the purchase amount with us in written +purchase orders specifying product model, specifications, quantity and total amount. We do not +set sales target for distributors. +BUSINESS +– 167 – + + +--- page 177 --- + Sub-distribution . Our distributors are not allowed to sub-distribute our products to other +parties without our prior consent. + Supporting services . We are responsible for providing supporting services to the end +customers. + Return and exchange . We allow returns and/or exchanges only under limited circumstances as +specified in the agreement. We may allow return and/or exchange and bear associated +transportation costs upon distributors’ timely notification of any discrepancy in product +specifications or quality defects verified by a mutually recognized third-party inspection +agency. We do not provide warranty period for distributors. + Minimum purchase targets . We do not set minimum purchase targets for our distributors. +Distributor management +We have implemented certain measures to monitor and manage our distributors, including those on +distributor selection, and will terminate collaboration with distributors who disrupt market order or violate +the distribution agreement: + Distributor selection . Distributors are involved in our sales arrangements mainly at the request +of specific customers, and we may also recommend distributors when the end customers do not +designate distributors. We select distributors primarily based on their customer relationships, +financial capacity and service capabilities. For qualified distributors, we issue distributor +certificates to them. + Channel stuffing risk management . To mitigate our channel stuffing risks, we generally check +the inventory status with distributors to monitor their inventory level and to ensure that they +maintain an optimal inventory level that is commensurate with market demand. Furthermore, +considering our scale of business operation and management efficiency, we will collect and +review the sales and inventory information of our major distributors, which generally refer to +distributors with annual transaction amounts in either current or previous year exceeding +RMB20 million, as channel stuffing risks tend to be concentrated among distributors with +larger transaction amounts, on a quarterly basis, to ensure their inventory levels remain +reasonable. As our business operations evolve, we will continue to enhance and refine our +distributor management system, including adjusting relevant performance indicators where +appropriate and necessary. During the Track Record Period, our revenue generated from such +major distributors accounted for 35.3%, 46.3% and 41.9% of our revenue generated from +distributorship in the same respective period. We maintain a quarterly review frequency, +primarily because, based on our past collaboration experience with those distributors, their +sales performance and inventory levels typically do not fluctuate materially within a short +period and can be meaningfully assessed on a quarterly basis. We believe such frequency of +review is aligned with the characteristics of the automotive industry and our customer base, +which have relatively structured supply chain planning, predictable delivery schedules and +limited short-term demand volatility. As advised by F&S, the automotive industry is +characterized by highly structured supply chain planning and relatively stable production and +procurement schedules, supported by long product lifecycles and clear demand visibility across +the value chain. Quarterly monitoring has therefore been sufficient to provide visibility over +channel inventories, support production planning and identify potential mismatches between +shipments and downstream sell-through. Furthermore, we do not permit distributors to return +any unsold products except for product quality issues due to our faults, making the distributors +less motivated to stock up products. During the Track Record Period and as of the Latest +Practicable Date, based on the forgoing, to the best knowledge of our Company, there was no +significant unsold inventory held by our distributors. + Anti-cannibalization . We manage cannibalization risks among distributors by specifying the +products to be distributed and the geographical regions for which a distributor is responsible +BUSINESS +– 168 – + + +--- page 178 --- +for in the agreement. We prohibit distributors from selling products outside the respective +designated geographical regions without prior written consent from us. If the distributor +breaches such term, we have the right to terminate the agreement, and the distributor shall bear +full liability for all direct and indirect losses incurred by us as a result thereof. +Marketing and Branding +We believe that the competitive advantages of our products, close ties with key players in relevant +downstream sectors, mass production experience and our commitment to “Product-market Fit” have +played a significant role in appealing to customers and enhancing our market penetration. Due to the +nature of our products and customers, we have adopted an efficient and targeted go-to-market approach, +focusing on constructive ongoing communications with key players in relevant downstream sectors, +including topics on product development, technology trends and supply chain strategies. During such +process, we identify and address evolving customer needs and pain points, which provides critical insights +to support our new product development while simultaneously enhancing customer stickiness. +To further enhance our visibility and cultivate our brand image, we also selectively participate in +industry symposiums and exhibitions, and share our latest developments, industry insights and product +information through multiple online media channels. These platforms serve as important tools to +demonstrate the capabilities of our products, share technical insights, and build connections with our end +customers. +Pricing +The price range of our products tend to vary depending on different functions and complexity and +customer specifications. We determine our product pricing through negotiations with our customers. We +consider factors such as our costs, desired profit margin, pricing of similar products of competitors and +degree of market competition in formulating our pricing policies. +CUSTOMERS +Our customers during the Track Record Period primarily include direct sales customers in relevant +downstream sectors, i.e., Tier 1 suppliers, as well as distributors. Currently, our products are deployed by +a number of leading automotive OEMs (i.e., BYD, SAIC, Geely, FAW Group, Changan Automobile, Chery +Automobile, Dongfeng Motor Corporation, BAIC, GAC and GWM Group), through their Tier 1 suppliers. +Our Directors confirm that during the Track Record Period, we had no material concentration on car +brands. In 2023, 2024 and 2025, revenue generated from our top five customers for each period during the +Track Record Period accounted for 35.6%, 52.1% and 52.3% of our total revenue of such period, +respectively, and revenue generated from our largest customer for each period during the Track Record +Period accounted for 9.2%, 25.2% and 31.9% of our total revenue in the same periods, respectively. We +typically settle payments with our top five customers by bank transfer. +BUSINESS +– 169 – + + +--- page 179 --- +The following tables set forth the details of the five largest customers in each year during the Track +Record Period. +Customer +Revenue +amount +Percentage of +revenue +contribution Customer type Customer background +Commencement +of collaboration Payment term +Products +provided by us +(RMB in +thousands) +For the year ended December 31, 2023 +Customer A (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,622 9.2% Tier 1 +supplier +A company listed on both +Shenzhen Stock Exchange +and the Stock Exchange, +with a registered capital of +RMB4,403 million, engaged +in the R&D, production and +sales of new energy vehicle +power battery systems and +energy storage systems +2021 Net 90 days +EOM +BMS SoCs +Customer B +(2)(9) /H1100/H1100/H1100/H1100/H1100/H1100/H110016,304 7.3% Tier 1 +supplier +A company engaged in the +R&D, production and sales +of automotive tire pressure +monitoring systems +2021 Net 60 days +EOM +Intelligent tire +sensing SoCs +Customer C +(3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,386 6.9% Distributor A company engaged in the +technical development and +sales of various quartz +crystal resonators and the +manufacturing of electronic +components +2019 Payment +before +delivery +Intelligent tire +sensing SoCs +Customer D +(4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,519 6.5% Distributor A company engaged in +providing supply chain +management, logistics +solution and the design and +sales of electronic products +and components +2023 Payment +before +delivery +BMS SoCs +Customer E +(5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,827 5.7% Tier 1 +supplier +A leading intelligent sensor +manufacturer +2021 Payment +before +delivery +USI SoCs +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110079,658 35.6% +For the year ended December 31, 2024 +Customer B +(2)(9) /H1100/H1100/H1100/H1100/H1100/H1100/H110087,554 25.2% Tier 1 +supplier +A company engaged in the +R&D, production and sales +of automotive tire pressure +monitoring systems +2021 Net 60 days +EOM +Intelligent tire +sensing SoCs +Customer C +(3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029,385 8.5% Distributor A company engaged in the +technical development and +sales of various quartz +crystal resonators and the +manufacturing of electronic +components +2019 Payment +before +delivery +Intelligent tire +sensing SoCs +BUSINESS +– 170 – + + +--- page 180 --- +Customer +Revenue +amount +Percentage of +revenue +contribution Customer type Customer background +Commencement +of collaboration Payment term +Products +provided by us +(RMB in +thousands) +Customer D (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,150 7.2% Distributor A company engaged in +providing supply chain +management, logistics +solution and the design and +sales of electronic products +and components +2023 Payment +before +delivery +BMS SoCs +Customer F +(6) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,180 6.4% Distributor A company engaged in the +R&D, technical support, +consulting and services for +optoelectronic displays, +electronic products and +computer hardware and +software +2019 Payment +before +delivery +Intelligent tire +sensing +SoCs, USI +SoCs +Customer G +(7) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,838 4.8% Tier 1 +supplier +A company engaged in the +R&D and sales of software, +network and electronics +2019 Payment +before +delivery +Intelligent tire +sensing SoCs +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100181,107 52.1% +For the year ended December 31, 2025 +Customer B +(2)(9) /H1100/H1100/H1100/H1100/H1100/H1100/H1100152,440 31.9% Tier 1 +supplier +A company engaged in the +R&D, production and sales +of automotive tire pressure +monitoring systems +2021 Net 60 days +EOM +Intelligent tire +sensing SoCs +Customer D +(4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028,212 5.9% Distributor A company engaged in +providing supply chain +management, logistics +solution and the design and +sales of electronic products +and components +2023 Payment +before +delivery +BMS SoCs +Customer C +(3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,823 5.4% Distributor A company engaged in the +technical development and +sales of various quartz +crystal resonators and the +manufacturing of electronic +components +2019 Payment +before +delivery +Intelligent tire +sensing SoCs +Customer E +(5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,298 4.7% Tier 1 +supplier +A leading intelligent sensor +manufacturer +2021 Payment +before +delivery +USI SoCs +Customer F +(6) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,059 4.4% Distributor A company engaged in the +R&D, technical support, +consulting and services for +optoelectronic displays, +electronic products and +computer hardware and +software +2019 Payment +before +delivery +Intelligent tire +sensing +SoCs, USI +SoCs +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100249,832 52.3% +(1) Customer A is a company listed on both Shenzhen Stock Exchange and Hong Kong Stock Exchange, with a registered capital +of approximately RMB4,403 million. +(2) Customer B is a company with a registered capital EUR33.0 million. +(3) Customer C is a company with a registered capital RMB1.5 million. +BUSINESS +– 171 – + + +--- page 181 --- +(4) Customer D is a company with a registered capital RMB180.0 million. +(5) Customer E is a company with a registered capital RMB98.4 million. +(6) Customer F is a company with a registered capital RMB1.0 million. +(7) Customer G is a company with a registered capital RMB1.0 million. +(8) Customer H is a company with a registered capital RMB0.6 million. +(9) Customer B is a subsidiary of one of our Shareholders, and such shareholder owned less than 5% of our issued share capital +as of the Latest Practicable Date. +To the best of our knowledge, save as the relationship with Customer B described above, all of our +five largest customers in each year during the Track Record Period were Independent Third Parties. As of +the Latest Practicable Date, none of our Directors, their associates or any of our Shareholders (who or +which to the knowledge of the Directors owned more than 5% of our issued share capital) had any interest +in any of our five largest customers in each year during the Track Record Period. +SUPPLIERS +Procurement Model and Supplier Management +Under our fabless model, we outsource wafer fabrication and chip packaging and testing activities +to third-party business partners. Our procurement primarily include (1) wafers; and (2) chip packaging and +testing services. +We have established a procurement team to arrange and place orders for our major procurements, +including our raw materials, equipment and devices and modules. Our procurement team are responsible +for formulating our procurement plans, development, evaluations and management of suppliers, demand +analysis, price comparison and negotiation and procurement cost management. We have also implemented +systematic procurement procedures focused on bulk procurement and online procurement, to enhance our +procurement efficiency. +We have adopted supplier qualification procedures to standardize our supplier selection process. We +require suppliers involved in the production of our automotive grade products to obtain IA TF 16949 +certification, the globally recognized automotive quality management system based on ISO 9001. In +selecting our suppliers, we primarily consider factors including product quality, delivery capabilities, price +level, technical and R&D ability and reputation. We formulate and continually update our qualified +supplier list and evaluate our supplier status from time to time. We also implement rigorous quality control +procedures for our supplies. For details, see “—Quality Control.” +Major Suppliers +Our suppliers primarily consist of (1) wafer foundries, and (2) chip packaging and testing service +providers. Our suppliers are primarily located in China. During the Track Record Period, we primarily +engaged wafer foundries, suppliers providing chip packaging and testing services providers in China, +mainly located in Shanghai, Jiangsu province, Zhejiang province and Guangdong province. We engaged +four, seven and seven wafer foundries in 2023, 2024 and 2025, respectively. The semiconductor sector +supply chain is subject to cyclical impact. During industry upcycles, wafer foundries and upstream +suppliers tend to face tight production capacity and rising raw material prices, driving up procurement +costs across the supply chain. Conversely, during downcycles, oversupply conditions typically lead to +price corrections. The price of 8-inch wafers in China rose significantly from approximately RMB2.9 +thousand per wafer in 2021 to approximately RMB3.7 thousand per wafer in 2022, primarily due to the +global chip shortage caused by the COVID-19 pandemic and the rising demand for semiconductors from +sectors such as AI, high-performance computing, 5G, NEVs and industrial applications. Such price +decreased to approximately RMB3.3 thousand per wafer in 2023 and RMB2.6 thousand per wafer in 2024, +primarily due to production capacity expanding at the end of 2022 and oversupply resulting from +BUSINESS +– 172 – + + +--- page 182 --- +weakening market demand. In anticipation of the industry upcycle in 2021, we increased our wafer stock +to ensure stable production and timely delivery to customers amid global supply constraints. As a result, +we consumed wafers purchased at relatively higher prices in 2023, which contributed to higher material +costs and gross loss for our intelligent tire sensing SoCs. During the Track Record Period and up to the +Latest Practicable Date, there was no shortage in raw materials used by our partnered wafer foundries and +packaging and testing service providers. In 2023, 2024 and 2025, purchases from our top five suppliers +for each period during the Track Record Period accounted for 52.6%, 64.5% and 59.6% of our total +purchase amount of such period, respectively, and the purchase from our largest supplier for each period +during the Track Record Period accounted for 13.8%, 21.9% and 18.0% of our total purchase amount in +the same periods, respectively. We typically settle payments with our top five suppliers by bank transfer. +The following tables set forth the details of our top five suppliers in each year during the Track +Record Period. +Supplier +Purchase +amount +Percentage +of purchase +contribution +Commencement +of collaboration Payment term Supplier background +Products +and/or services +purchased +(RMB in +thousands) +For the year ended December 31, 2023 +Supplier A /H1100/H110022,282 13.8% 2016 Prepayment A company mainly engaged in +providing integrated circuit service +and acting as an agent for major +global wafer manufacturers +Wafer +Supplier B /H1100/H110021,569 13.4% 2017 Prepayment A company engaged in integrated +circuit manufacturing, electronic +component distribution and +foundry +Wafer +Supplier C /H1100/H110018,991 11.8% 2017 Net 30 days +EOM +A semiconductor packaging and +testing service provider +Packaging +and testing +Supplier D /H110014,475 9.0% 2020 Three months +upon +receipt of +invoice +A third-party independent chip +testing and operations service +provider engaged in product +performance and defect testing +services +Packaging +and testing +Supplier E /H1100/H11007,358 4.6% 2019 Prepayment A company engaged in +semiconductor distribution and IoT +solutions +Wafer +Total /H1100/H1100/H1100/H1100/H1100/H110084,675 52.6% +For the year ended December 31, 2024 +Supplier B /H1100/H110073,583 21.9% 2017 70% +advance, +remaining +30% based +on actual +shipped +quantity +A company engaged in integrated +circuit manufacturing, electronic +component distribution and +foundry +Wafer +BUSINESS +– 173 – + + +--- page 183 --- +Supplier +Purchase +amount +Percentage +of purchase +contribution +Commencement +of collaboration Payment term Supplier background +Products +and/or services +purchased +(RMB in +thousands) +Supplier D /H1100/H110045,623 13.6% 2020 Three months +upon +receipt of +invoice +A third-party independent chip +testing and operations service +provider engaged in product +performance and defect testing +services +Packaging +and testing +Supplier C /H1100/H110039,668 11.8% 2017 45 days A semiconductor packaging and +testing service provider +Packaging +and testing +Supplier F /H110031,024 9.2% 2021 Net 30 days +EOM +A company engaged in chip and +integrated circuit packaging and +testing +Packaging +and testing +Supplier E /H1100/H110026,775 8.0% 2019 20% +advance, +balance +Net 30 +days EOM +after +invoice +A company engaged in +semiconductor distribution and IoT +solutions +Wafer +Total /H1100/H1100/H1100/H1100/H1100/H1100216,673 64.5% +For the year ended December 31, 2025 +Supplier B /H1100/H110077,227 18.0% 2017 70% +advance, +remaining +30% based +on actual +shipped +quantity +A company engaged in integrated +circuit manufacturing, electronic +component distribution and +foundry +Wafer +Supplier E /H1100/H110052,713 12.3% 2019 20% +advance, +balance +Net 30 +days EOM +after +invoice +A company engaged in +semiconductor distribution and IoT +solutions +Wafer +Supplier C /H1100/H110046,614 10.9% 2017 Net 45 days +EOM +A semiconductor packaging and +testing service provider +Packaging +and testing +Supplier F /H1100/H110046,447 10.8% 2021 Net 30 days +EOM +A company engaged in chip and +integrated circuit packaging and +testing +Packaging +and testing +Supplier G 32,553 7.6% 2019 Prepayment A leading wafer foundry offering a +wide range of support services and +competitive process technologies +Wafer +Total /H1100/H1100/H1100/H1100/H1100/H1100255,554 59.6% +BUSINESS +– 174 – + + +--- page 184 --- +To the best of our knowledge, all of our five largest suppliers in each year during the Track Record +Period were Independent Third Parties. As of the Latest Practicable Date, none of our Directors, their +associates or any of our Shareholders (who or which to the knowledge of the Directors owned more than +5% of our issued share capital) had any interest in any of our top five suppliers in each year during the +Track Record Period. +We enter into framework agreements with our major suppliers and place purchase orders or +processing orders on case-by-case basis. The following paragraphs set forth a summary of the salient terms +of our framework agreements with distributors. + Term. The framework agreement usually range from three to five years. + Prices . The agreements generally do not specify quantity and price, which we set out in +separate purchase orders. + Payments . The purchase orders set out specific payment terms depending on the type of +products and/or services to be procured. + Principal obligations . Suppliers are normally responsible for timely delivery and quality +assurance of products or services. Generally, our suppliers are required to meet our specified +quality requirements and are responsible for defects resulting from suppliers’ conduct. +In addition, we enter into quality assurance agreements with certain suppliers to reinforce our quality +control. Our Directors confirm that we had not experienced any material breach of contract on the part of +our suppliers or material delay in delivery of our orders from our suppliers during the Track Record Period +and up to the Latest Practicable Date. +OVERLAPPING OF MAJOR CUSTOMERS AND SUPPLIERS +During the Track Record Period, certain of our major customers also supplied to us. Customer B was +also our supplier in 2025, and they mainly provided us modules. In 2025, our purchases from Customer +B accounted for 0.07% of our total purchase amount. Customer D was also our supplier in 2024 and 2025, +and they mainly supplied us electronic components. In 2024 and 2025, our purchases from Customer D +accounted for 0.02% and 0.06% of our total purchase amount, respectively. Customer E was also our +supplier in 2024, and they mainly supplied us electronic components. In 2024, our purchases from +Customer E accounted for 0.001% of our total purchase amount. Customer G was also our supplier in +2023, and they mainly provided us processing services. In 2023, our purchases from Customer G +accounted for 1.5% of our total purchase amount. +We made occasional purchases from such overlapping customers and suppliers primarily because +their business scope also covers products or services that we use, or because we supply products that they +require, resulting in reciprocal transactions in the ordinary course of business. Negotiations of the terms +of our sales to and purchases from such overlapping customers/suppliers were conducted on an individual +basis, and the sales and purchases were neither inter-connected nor inter-conditional with each other. All +of our sales to and purchases from such overlapping customers/suppliers were conducted in the ordinary +course of business under normal commercial terms and in arm’s length transactions. Our Directors +confirmed that, save as disclosed herein, none of our major customers was also a supplier, and vice versa, +during the Track Record Period. +BUSINESS TRANSACTIONS WITH CERTAIN ENTITIES +During the Track Record Period, we procured and used two types of chips that are not U.S.-origin +but subject to the EAR. We did not transfer or re-export these items to any restricted country or party. As +advised by our International Sanctions Legal Advisor, such procurements and usage of the ICs complied +with the relevant U.S. export control regulations, based on the following reasons (1) according to the EAR +classification provided by the suppliers, the chips are classified as EAR99 and 3A991.a.2. Items subject +BUSINESS +– 175 – + + +--- page 185 --- +to EAR can be divided into two main categories: (i) intrinsically sensitive or strategic goods or technology +are typically designated by an ECCN, while (ii) non-sensitive products subject to the EAR are generally +designated as EAR99. EAR99 items can generally be exported, re-exported, or transferred to any +non-sanctioned entity in non-embargo countries/regions without a license. For items with an ECCN, the +ECCN can be used to determine whether a license is required for a specific transaction. Items classifiable +under 3A991 are controlled for “Anti-terrorism.” Transfers of 3A991 items to countries controlled for +Anti-terrorism pursuant to the EAR are subject to licensing requirements. As China is not controlled for +“Anti-terrorism,” there is no license requirement for 3A991 items to be exported to a non-sanctioned entity +located in China; and (2) the Group is not a Sanctioned Target. Therefore, our procurement and usage of +these two chips (namely, classified as EAR99 and 3A991) would not trigger a U.S. export license. +During the Track Record Period, we did not have direct sales to the U.S. However, during the Track +Record Period, we had business transactions with certain entity subject to certain U.S. restrictions. +Specifically, we sold products to one customer on the Entity List. The Entity List designation restricts any +transfer of items subject to the EAR to the designated entity without a license. According to the EAR, +foreign-produced products can become subject to the EAR (a) under the De Minimis Rule if the finished +products incorporate a specified percentage of U.S.-origin controlled content or (b) the Foreign Direct +Product Rule (“FDPR”) if the foreign manufacturers use certain controlled technology, equipment, or +software. Thus, if contract manufacturers were to use certain controlled technology, equipment, or +software to produce products for us, our products would also be subject to the EAR. There is no license +is required to export EAR99 or 3A991 to any non-sanctioned entity in China. Furthermore, the EAR99 and +3A991 items sold by us to the Entity List Customer are not U.S.-origin. Therefore, neither the EAR99 +items nor 3A991 items would be regarded as “U.S.-origin controlled content” in applying the De Minimis +Rule calculation. Accordingly, our products sold to the Entity List Customer are not subject to the EAR +pursuant to the De Minimis Rule. For the FDPR, when the relevant transactions occurred, we did not +utilize any U.S. technology, software, or equipment during the development, manufacturing, or design of +our products. Our products sold to the Entity List Customer thus are not subject to the EAR pursuant to +the FDPR based on the design processes conducted by us. We conducted further due diligence on the +contract manufacturers involved in the production of products sold to the Entity List Customer. The +contract manufacturers confirmed that they did not use certain technology, software, or equipment subject +to the EAR in the production process. Therefore, based on the responses from the contract manufacturers +and after consulting with our International Sanctions Legal Advisor, our products sold to the Entity List +Customer are not subject to the EAR pursuant to the FDPR for processes conducted by the contract +manufacturers, and the transactions with the Entity List Customer do not violate the EAR. Given that (1) +as of the Latest Practicable Date, we had ceased all transactions with such Entity List customer; (2) the +transactions with the Entity List Customer do not violate the EAR; and (3) the values of transactions with +such Entity List customer accounted for less than 0.03% of our total revenue during the Track Record +Period, our Directors are of the view that such historical transactions with the Entity List customer would +not have any material adverse impact on our operations and financial performance. The Joint Sponsors +have conducted due diligence work, including, among others: (1) discussing with our Company to +understand the impact of the U.S. export control laws or regulations on our Company’s operations, +financial performance or investment prospects, (2) reviewing the legal memorandum issued by our +International Sanctions Legal Advisor, and (3) conducting background searches and public searches on our +Group. Based on the due diligence work conducted, nothing has come to the Joint Sponsors’ attention that +would cause it to cast doubt on the Directors’ views above. +During the Track Record Period, we procured wafer fabrication services from one supplier on the +Entity List with footnote 5 (“Entity List Supplier”). We provided wafer fabrication data to the Entity List +Supplier, and it operated the wafer production and delivered the tape-out wafers. The Entity List +designation does not generally prohibit companies from purchasing services from the entity named on the +Entity List. General Prohibition 10 prohibits proceeding with any transactions with actual or constructive +knowledge that a violation has occurred or is about to occur. Therefore, as advised by our International +Sanctions Legal Advisor, purchasing items from any Entity List supplier is generally not prohibited unless +the party has actual or constructive knowledge of a violation involving the item. Based on the Export +Control and Sanction Compliance Acknowledgement (“Acknowledgement”) that the Entity List Supplier +asked the Company to sign and confirm, the products manufactured or provided by the Entity List Supplier +BUSINESS +– 176 – + + +--- page 186 --- +cannot be directly or indirectly sold to the Entity List with footnote 1, footnote 3, and footnote 4, or any +military end user. As advised by our International Sanctions Legal Advisor, it is reasonable to conclude +from the Acknowledgement that the Entity List Supplier would use certain U.S.-controlled software, +technology, or equipment in its production, which can make the products manufactured by such supplier +subject to the EAR if any Entity List with footnote 1, footnote 3, and footnote 4, or any military end user +is involved in the transaction. As the Entity List Supplier was not engaged in the fabrication of the +products sold to the Entity List Customer, our procurement and usage of wafers processed by the Entity +List Supplier do not violate the EAR. +To the best knowledge of our Company and after considering the foregoing analysis of our +International Sanctions Legal Advisor, (1) with respect to suppliers, we are currently not aware of any +impacts of U.S. export restrictions on any of our wafer or other suppliers which would materially and +adversely affect their ability to conduct business with us. In addition, as we do not have material reliance +on any of our major suppliers, we also do not expect that any potential U.S. export restrictions that affect +their ability to conduct business with us will have a material adverse impact on our operations, as we are +able to switch to alternative suppliers; and (2) with respect to customers and downstream sectors, based +on our current operations and near-term planning, as we primarily operate in China’s automotive-grade +chip sector, derive our revenue through Tier 1 suppliers and distributors located in China and deploy most +of our products in China’s automotive sector, we are also not aware of any material secondary impact of +U.S. export restrictions on our business and financial performance. +QUALITY CONTROL +Product Quality and Standards +Product quality is critical to our sustainable success, and we have placed great emphasis on quality +assurance. We have designed and implemented stringent monitoring and quality control systems to manage +our operations. We have established a dedicated quality control department within our organization to +manage our quality control system, ensure the quality of our suppliers, customers and R&D activities, +execute and oversee the reliability and failure analysis of our products. As of December 31, 2025, our +quality control department had 12 members. +We have a comprehensive quality management system and are certified to multiple international +standards including ISO 14001 for environmental management and ISO 26262 ASIL D for road vehicles +functional safety. Our quality control system encompasses critical aspects of our operations, such as our +product design and development, procurement and production, and incorporates a series of key industry +standards: + Product design and development . With respect to our product design and development, we +implement control procedures on project objectives, evaluations and modifications during the +R&D process, and we set forth quality targets to evaluate the performance of our key outputs. +In particular, leveraging our long experience in providing our products to the automotive +sector, we have developed and implemented a full-cycle zero-defect planning and management +process that spans from initial product design (i.e., “design-for-test,” in which we include +defect testing procedures at the early design stage) to various subsequent validation procedures, +to comply with AEC-Q004 (Automotive Zero Defects Framework). Specifically, we adopt +design failure mode and effect analysis (“DFMEA”) to ensure the reliability of the end products +at the initial design stage. We also strictly comply with AEC-Q testing procedures and +standards to complete validation of three batches of products before proceeding into mass +production. These measures have enabled us to achieve more rigorous and effective quality +control than many of our peer firms. + Procurement and production. In addition to our supplier qualification procedures, we abide by +the Advanced Product Quality Planning to conduct process audits of our suppliers at the new +product introduction stage. We require suppliers to provide production part approval process +(“PPAP”) document as the basis of mass production. Moreover, we adopt regular supplier +BUSINESS +– 177 – + + +--- page 187 --- +management through annual evaluations based on VDA 6.3, a German automotive industry’s +standardized process audit methodology, as well as monthly and weekly evaluations focusing +on different benchmarks. At the mass production stage, we implement mass production tests +with high coverage. For instance, for our automotive grade products, our products undergo +temperature cycling tests according to AEC-Q100, and mass production quality control +according to AEC-Q001 (Guidelines for Part Average Testing) and AEC-Q002 (Guidelines for +Statistical Yield Analysis). Furthermore, we monitor product reliability on an ongoing basis +through quarterly ongoing reliability tests, to monitor the reliability of packaging method. We +also utilize data management system to monitor mass production statistics. +Product Warranty and Returns +Our warranty term is usually 24 months, and applies only to limited circumstances, such as defects +or failure of products or services that do not meet the quality standards as specified and agreed with our +customers. In case of product failure within the warranty period, we will arrange for repair or replacement +of products and/or services without extra charge. After the warranty period expires, we may provide +maintenance and repair services at a reasonable cost. For details of our product return and exchange +policies with distributors, see “—Sales and Marketing—Our Sales Arrangements—Sales through +Distributors.” +During the Track Record Period and up to the Latest Practicable Date, (1) we had not received any +material complaints relating to product quality; (2) we had not experienced any material product returns, +refunds or recalls; and (3) we had not been involved in any material incidents or been subject to any +material claims, proceedings or liabilities concerning safety issues of our products. +INVENTORY AND LOGISTICS +Our inventory consists of raw materials, semi-finished products and WIP , and finished goods. We +currently have two warehouses located in Shanghai and Nanjing with a gross floor area of 143.6 sq.m and +93.5 sq.m, respectively. We primarily store finished goods at our warehouses. We regularly evaluate our +stock with reference to historical production and sales data, sales forecast and market forecast. In addition, +we typically maintain safety stock of one to two months. +We partner with qualified third-party logistics providers to deliver finished goods from the locations +of our suppliers or our warehouses to our or our customers’ specified locations. We enforce rigorous +transportation standards and evaluate their performance to ensure compliance, maintain accountability and +achieve efficient, reliable product delivery. We also purchase transportation insurance that covers the +delivery of wafers. During the Track Record Period and up to the Latest Practicable Date, we had not +experienced any significant delay or inappropriate handling of goods that materially and adversely +affected our business operations. +PATH TO PROFITABILITY +We are still at the relatively early stage of the commercialization of certain of our major products. +For instance, we began to recognize revenue of our TPMS SoC products, BMS SoC products, and BLE +TPMS SoC products in 2017, 2020 and 2021, respectively, and began to achieve the mass production in +2018, 2021 and 2024, respectively. Due to our early-mover advantage, the competitiveness and +innovativeness of our product portfolio, our robust technology foundation and strong relationship with our +customers, we achieved significant growth during the Track Record Period. Our total revenue increased +from RMB223.5 million for 2023 to RMB347.5 million for 2024, and further to RMB477.9 million for +2025, at a CAGR of 46.2% over the same period. We are the third largest automotive wireless sensor SoC +company globally and the largest automotive wireless sensor SoC company in China in terms of revenue +in 2025, with a global market share of 8.3% in 2025, according to the F&S report. In 2023, 2024 and 2025, +our key customer retention rate was 97.6%, 93.8% and 86.3%, respectively, and the net dollar retention +rate of key customers was 231.3%, 159.0% and 133.9% for the same periods, respectively. +BUSINESS +– 178 – + + +--- page 188 --- +We believe that we are well-positioned to further unleash the commercialization potential of our +major product lines and monetize from the market tailwinds of automotive wireless sensor SoCs in +particular. According to the F&S report, the global market size of automotive wireless sensor SoCs +increased from RMB1.7 billion in 2021 to RMB3.4 billion in 2025 at a CAGR of 20.0% during such +period, and is projected to increase from RMB4.3 billion in 2026 to RMB25.1 billion in 2030 at a CAGR +of 55.3% during such period. As the leading domestic player in this market, we expect to take advantage +of the significant upside potential of the Chinese market. According to F&S report, the market size of +China’s automotive wireless sensor SoC industry is expected to grow from RMB1.7 billion in 2026 to +RMB14.9 billion to 2030, at a CAGR of 72.8%. Underpinned by our homegrown advantages, we expect +to leverage the unique benefits of our products, our solid relationship with downstream customers and our +elevating market recognition to capitalize from the Chinese market. +Despite our rapid revenue growth in recent years, we were still at an accumulated loss position. Our +accumulated losses amounted to RMB488.8 million as of January 1, 2023, primarily due to (1) the short +commercialization history of our products, as we only began to recognize revenue for our TPMS SoC +products and BMS SoC products in 2017 and 2020, respectively; and (2) our significant investment into +R&D from our inception in 2015, as our automotive-grade SoC products are technologically innovative +in nature and demand substantial upfront research, testing and validation before reaching mass production. +According to the F&S report, it typically takes 3.5 to 5.5 years for automotive-grade chips to undergo the +procedures from design commencement to mass production. Our adjusted loss for the year (a non-HKFRS +measure, which represents our net losses as adjusted by (1) changes in the carrying amount of liabilities +recognized for financial instruments issued to investors; and (2) equity-settled share-based payment +expenses) was RMB187.5 million, RMB97.2 million and RMB31.9 million in 2023, 2024 and 2025, +respectively. Such adjusted loss position was primarily a result of the combination of the following +factors: (1) our relatively small business scale as a company with short operating history and limited +commercialization, which led to lower operating leverage; (2) for 2023, the impairment losses of goodwill +of RMB76.1 million in connection with the acquisition of Gainsil, which we do not expect to incur to the +extent that we do not have similar acquisitions in the near term; (3) in particular for 2023, the impact of +certain high-cost wafer that we had procured in advance in light of the cyclical impact of the +semiconductor sector supply chain, which had lowered our profit margin in 2023; and (4) the significant +investments in our R&D efforts, including investment in our R&D personnel and product development +activities, which led to research and development costs of RMB95.9 million, RMB107.9 million and +RMB101.5 million for the same periods, respectively. We had loss for the year of RMB355.8 million, +RMB351.3 million and RMB330.6 million in 2023, 2024 and 2025, respectively. Our net loss during the +Track Record Period was primarily due to (1) the impact of the four factors mentioned above; and (2) the +changes in the carrying amount of liabilities recognized for financial instruments issued to investors, +which amounted to RMB164.5 million, RMB251.2 million and RMB282.3 million in the same periods, +respectively, which will not be incurred after the completion of the Listing. +The following table illustrates the key outcomes of our R&D investments since our inception in +2015: +Y ear Milestone +2018 We commenced massive production of TPMS SoCs. We are the first supplier +in China that had achieved mass production of TPMS SoCs. +2021 We commenced massive production of BMS SoCs and USI SoCs. +We began to collaborate with Customer A, the No. 1 EV ESS battery provider +globally. +We began to collaborate with Customer F, the No. 1 TPMS module supplier in +China. +2024 We commenced massive production of BLE TPMS SoCs and USS SoCs. We +are the first supplier in China that had achieved mass production of BLE TPMS +SoCs. +2025 We launched our wireless BMS SoCs. We are the first and currently the only +company in China with automotive-grade wBMS technology capabilities. +Our BPS SoC became first BPS chip in China that met GB 38031-2025, which +was commonly known as the strictest battery safety order in history. +BUSINESS +– 179 – + + +--- page 189 --- +We intend to take the following initiatives to enhance our profitability and achieve sustainable +business growth. +Driving Our Revenue Growth +We expect to drive our revenue growth through the following major measures: + We intend to further deepen the penetration and adoption of our products and enlarge our +market share in the downstream markets. Our products have been adopted by all of the top 10 +domestic automotive OEMs in China in terms of sales volume in 2025, according to the F&S +report. Based on such solid customer foundation, we expect to continue to solidify and enhance +our relationship with these high-quality customers, which have stable and strong demand of +automotive sensor SoC products. We will continue to collaborate closely with these customers +and precisely address their demand through co-development, technology exchanges and other +initiatives that promote synergistic partnership, and increase the adoption and procurement of +our sensor SoCs in their downstream products. We also expect to promote the adoption of our +products in overseas markets along with the overseas expansion initiatives of our customers. + We intend to pursue growth opportunities with our existing product lines with competitive +edges, and the launch of innovative new products, in particular our wBMS SoCs. Our revenue +growth during the Track Record Period was largely driven by the sales growth of our major +products (e.g., our BLE TPMS SoCs and BPS SoCs), and, as we have a short commercialization +history of these existing products, we expect such trend to continue in the near term. Going +forward, we expect to drive our revenue growth with (1) the steady business expansion and +further market penetration of our intelligent tire sensing SoCs; (2) the strong momentum of our +BMS SoCs, which we expect will be further catalyzed by the commercialization of our wBMS +SoCs; and (3) the continual sales growth of USI SoCs. With respect to our intelligent tire +sensing SoCs, we also expect to strengthen certain product features, such as additional tire +burst monitoring function, enhanced wireless capability of BLE TPMS SoCs (e.g. through +elevated transmit power and implementation of OOK wireless protocol) and additional +acceleration monitoring capability for ADAS. For instance, our revenue generated from +Customer B increased significantly from RMB16.3 million in 2023 to RMB87.6 million in +2024, and further to RMB152.4 million in 2025 was driven by both of its increased demand and +our enhanced product features of intelligent tire sensing SoCs. Such increase contributed to the +growth in our revenue from BLE TPMS SoCs, which increased from RMB1.7 million in 2023 +to RMB4.0 million in 2024 and further to RMB22.1 million in 2025, primarily driven by +increased sales to Customer B, one of our major customers during the Track Record Period. +With respect to our BMS SoCs, in particular wBMS SoCs, we are the first and currently the +only company in China with automotive-grade wBMS capabilities. According to the F&S +report, the global market size of wBMS sensor SoCs by revenue is projected to expand from +RMB0.1 billion in 2027 to RMB22.2 billion by 2030, at a CAGR of 457.5%. We expect to +leverage our unique position and growth momentum in this market segment. We aim to improve +key features of our BMS SoCs, including higher wireless transmission performance, greater +analog precision and reliability, and lower power consumption. +We also expect to expand our global customer base and enter into high-potential overseas +markets and penetrate the application of our products into energy storage and industrial +electronics scenarios of clear demand. With respect to energy storage scenarios, we expect to +expand the application of our BMS SoCs, such as wBMS SoCs and battery pack monitoring for +thermal runway, to downstream customers such as providers of battery monitoring systems for +energy storage, battery pack providers and relevant system integrators. To date, we have been +developing monitoring and wireless sensing chips for energy storage cells, to enable real-time +monitoring and wireless data transmission of cell operating conditions, and we expect to incur +R&D expenses of approximately RMB20 million to RMB30 million for the relevant work. With +respect to industrial electronics scenarios, we expect to expand the application of our USI SoCs +in the monitoring system used in the power sector, such as in the safety monitoring of +BUSINESS +– 180 – + + +--- page 190 --- +high-voltage electrical devices, to downstream customers such as power monitoring system +integrators and gas-insulated switchgear suppliers. To date, we plan to develop inductive +position sensor chips for industrial robotics, to enable precise position detection and motion +control, and we expect to incur R&D expenses of approximately RMB7 million for the relevant +work. We have incurred research and development costs for these application scenarios as part +of our day-to-day R&D activities, and we expect to continue to incur such research and +development costs on a regular basis for these application scenarios. The above-mentioned +expected amount of R&D expenses to be incurred for the development of such application +expansion has been taken into account when assessing when we can turnaround our +loss-making position. Certain products under development for energy storage and industrial +electronics scenarios have entered the testing and validation stage, and we have secured +preliminary product orders and/or collaborations in these application scenarios for wBMS SoCs +and USI SoCs. For instance, for wBMS SoCs, we have achieved cooperation for product +development with a major battery manufacturer. We are also currently advancing product +testing and validation with multiple branded new energy customers in Chinese Mainland and +overseas. For USI SoCs, in the industrial electronics sector, we have already entered the supply +chains of leading global brands, with products delivered at a stable scale through our +collaboration with a leading manufacturer of refrigeration and air-conditioning control +components. Our USI SoCs have also entered the supply chain of customers in the AI server +thermal management field, and been introduced for verification in robot foot assembly +application. In addition, our gas sensor products are currently undergoing testing and validation +for energy storage applications in collaboration with customers operating energy storage +system business, and are expected to commence mass production progressively in 2027. Based +on the the foregoing, including the collaboration status and introduction and verification stages +of these products, we expect that the application of our products in these scenarios will +gradually reach mass production and begin generating revenue in 2027. + We intend to continue to improve our products and sharpen our technology advantages as the +cornerstone of our business success. Driven by our “Product-market Fit” principle and built +upon our technology foundation, we will continue to develop and bring to market enhanced +products that resonate with customer needs and industry trends, including meeting the evolving +high industry standards for automotive-grade products. Specifically, we expect to leverage +from the high modularity and scalability of our proprietary wireless sensor SoC platform to +achieve more efficient R&D and our robust engineering capabilities to effectively realize mass +production. +Improving Our Gross Margin +Our gross profit margin of different product lines fluctuated during the Track Record Period, due in +part to our materials costs and processing costs, which were subject to supply chain changes. We are also +subject to gross margin fluctuations due to the relatively small scale of our commercialization and sales, +as our cost level and gross margin could be more volatile when we have relatively low sales volume. We +expect to experience a natural improvement of our gross profit margin with the greater economies of scale +of our business. In particular, due to the nature of chip production process, which requires the successful +production of functional chips out of the wafer, and the continual refinement of manufacturing techniques +during the process, we tend to experience a gradual increase of yield rate of a given chip product as its +production volume increases, which means that the return of our product inputs improves over time. As +a result, our gross profit margin will improve when the scale of our production and sales volume expands. +We also intend to build a more stable, resilient and diversified supply chain to enhance our cost +control. We have already established long collaborations with a number of leading foundries, and +packaging and testing service providers with rich experience in automotive-grade products, which forms +the foundation of our ability to achieve cost control, as we can largely avoid potential cost overruns +associated with supplier changes or disruptions. Going forward, in order to strengthen our cost control, we +intend to (1) maintain and strengthen our relationship with our existing suppliers to secure more favorable +terms, including pricing term, and anchor stable production capacity; and (2) along with our business +BUSINESS +– 181 – + + +--- page 191 --- +expansion, broaden, diversify and optimize our supply chain sources to retain other suppliers that can meet +our needs in an efficient and satisfactory manner, including the introduction of domestic suppliers for +certain components, such as MEMS components. We will systematically carry out negotiations on +commercial terms with our suppliers, and also consider purchase options from alternative suppliers with +more favorable pricing terms. In addition, we expect that we can obtain greater bargaining power in the +course of our supply chain management along with our expanded operating scale and enhanced market +position, such as with our costs for testing and packaging, where we have secured discounts from certain +suppliers with our increased purchase volume of their services, which in turn lowers the unit cost for us. +Moreover, we expect to further improve the manufacturing techniques in respect of our products, as +well as our engineering capabilities, to achieve enhanced manufacturing efficiency and optimization of our +cost structure. In the past, we have upgraded and optimized our automated calibration equipment and +lowered our cost of calibration process, and we will broaden the application of these equipment in our +operations. In addition, our chip design team and packaging/calibration engineering team work closely +with the technical teams of packaging service providers, to resolve issues with packaging and ensure the +efficiency of the packaging process. Going forward, we expect to continue to enhance our capabilities in +these procedures to improve operating efficiency. +Enhancing Operating Efficiency +We believe that we have implemented effective management of our operating expenses in the past +and we expect to continue to maintain and further enhance our operating efficiency and keep our operating +expenses at a reasonable level commensurate with the needs of our business expansion. +With respect to our research and development costs, while R&D is the pillar of our competitive +advantages and we expect to continue to devote significant resources to our R&D efforts, we also intend +to focus on elevating the efficiency of our R&D activities and retaining a productive and outcome-oriented +R&D team, to ensure that our R&D investment contributes to our business and commercial success. While +we expect to continue to retain and attract R&D personnel to carry out relevant initiatives and achieve our +R&D outcome, we will take a result-oriented approach and maintain our team size at a reasonable level +commensurate with our business needs and focus on recruiting candidates with such skill sets and +experience that closely align with our goals. In addition, we expect to continually monitor our investment +into R&D activities and R&D progress, through which we expect to control our expenditure for R&D +materials, testing and verification. As we make progress to a more advanced stage of commercialization +of our products, we expect to enjoy a greater return on our R&D investment. For instance, we have been +able to achieve revenue growth during the Track Record Period that outpaced the growth of the size of our +R&D team. The average revenue of our R&D personnel increased from RMB1.6 million in 2023 to +RMB3.0 million in 2024, and further to RMB3.8 million in 2025, in line with the advancement of the +commercialization progress of our products. While our revenue increased significantly during the Track +Record Period, our research and development costs decreased as a percentage of our total revenue from +42.9% in 2023 to 21.2% in 2025. +With respect to our selling and marketing costs, we have been maintaining a relatively low level of +relevant spendings in the past, with selling and marketing costs representing 5.1%, 4.5% and 4.1% of our +total revenue in 2023, 2024 and 2025, respectively. We expect that we will remain able to keep our selling +and marketing costs at a relatively low level, thanks to the enhanced market recognition of our products +and brand, the close collaboration and solid relationship with our customers and the robust downstream +demand of our products. +With respect to our administrative expenses, we expect to maintain streamlined management team +and general operations team and implement stringent control of relevant expenditures. +EMPLOYEES +As of December 31, 2025, we had 225 employees, among which 67 employees held a master’s degree +of above, accounting for 29.8% of our total employees. As of the same date, over 99% of our employees +are located in China. The following table sets forth a breakdown of our employees by function as of +December 31, 2025. +BUSINESS +– 182 – + + +--- page 192 --- +Number of +employees % of total +Research and development /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100125 55.6% +General administration and management /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110062 27.6% +Sales and marketing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 11.6% +Quality control /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 5.2% +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100225 100.0% +Our success deeply rests with our ability to attract, retain and motivate qualified talents, with the +belief that our high-quality talent pool is one of our core strengths and competitive advantages. We recruit +talents, with high standards and rigorous procedures and through various methods, including online +recruitment, internal referrals and third-party recruiters, to select the best-fit personnel for the +corresponding positions in response to various talent demands. We offer competitive remuneration +package to our employees, which are generally based on their qualifications, industry experience, position +and performance. We regularly evaluate the performance of our employees and reward well-performing +employees with bonus and promotion. In addition, we provide training programs to our employees, +including corporate-wide and department-specific training to improve their professional knowledge and +management skills and keep abreast with market developments. +As required under PRC labor laws, we enter into individual employment contracts with our +employees covering matters such as wages, bonuses, employee benefits, workplace safety, non-compete +arrangements and grounds for termination. In addition, we generally enter into standard confidentiality +agreements with our key employees. As required under PRC laws and regulations, we participate in and +make contributions to social insurance, including pension, medical, maternity, work-related injury and +unemployment and housing provident fund. During the Track Record Period, instead of making the +contributions to the social insurance and housing provident funds on our own for certain employees, we +engaged third-party agencies to make such contributions, which was not in strict compliance with +applicable PRC laws and regulations. See “Risk Factors—Risks Relating to Our General Operations and +Industry—Failure to pay social insurance premiums and housing provident funds on behalf of our +employees in accordance with applicable laws and regulations may subject us to penalties.” +None of our employees are currently represented by labor unions. We believe that we maintain a +good working relationship with our employees, and we had not experienced any material labor dispute or +any difficulty in recruiting staff for our operations during the Track Record Period and up to the Latest +Practicable Date. +INSURANCE +We consider our insurance coverage to be adequate as we have in place all the mandatory insurance +policies required by PRC laws and regulations and in accordance with the commercial practice in our +industry. Our employee-related insurance includes the social insurance and housing provident fund as +required by PRC laws and regulations. +However, in line with general market practice, we do not maintain any business interruption +insurance or keyman life insurance, which are not mandatory under PRC laws. Other than product liability +insurance and transportation insurance that covers the delivery of wafers, we generally do not maintain +insurance policies covering damages to our products or our technological infrastructure. During the Track +Record Period and up to the Latest Practicable Date, we had not made or been the subject of any material +insurance claims. Any uninsured occurrence of business disruption, litigation or natural disaster, or +significant damages to our uninsured infrastructure or facilities could have a material adverse effect on our +results of operations. See “Risk Factors—Risks Relating to Our General Operations and Industry—Our +insurance coverage may not be sufficient to cover all losses or potential claims by our customers, which +would affect our business, results of operations and financial condition.” +BUSINESS +– 183 – + + +--- page 193 --- +PROPERTIES +As of the Latest Practicable Date, we operated our business through 13 leased properties in Shanghai, +Nanjing and other cities in China, with a total gross floor area of approximately 5,645.6 square meters. +All such properties have been used for non-property activities as defined under Rule 5.01(2) of the Listing +Rules and are primarily used as office premises for our business operations. We plan to renew our leases +or negotiate new terms when the existing leases expire. All lessors are independent third parties. We did +not experience material difficulties in negotiating renewal of our leases with our landlords during the +Track Record Period and up to the Latest Practicable Date. +As of the Latest Practicable Date, none of the properties leased or owned by us had a carrying +amount of 15% or more of our consolidated total assets. Therefore, according to Chapter 5 of the Listing +Rules and section 6(2) of the Companies (Exemption of Companies and Prospectuses from Compliance +with Provisions) Notice (Cap. 32L of the Laws of Hong Kong), this prospectus is exempted from +compliance with the requirements of section 342(1)(b) of the Companies (Winding Up and Miscellaneous +Provisions) Ordinance in relation to paragraph 34(2) of the Third Schedule to the Companies (Winding Up +and Miscellaneous Provisions) Ordinance which requires a valuation report with respect to all our Group’s +interests in land or buildings. +LICENSES, APPROV ALS AND PERMITS +We are required to maintain various licenses, permits and approvals in order to operate our business. +We continually monitor our compliance with the requirements related to licenses, permits and approvals +in order to ensure that we have all such licenses, permits and approvals which are necessary to operate our +business. Our PRC Legal Advisor have advised us that during the Track Record Period and up to the Latest +Practicable Date, we had obtained all licenses, permits and approvals necessary to conduct our operations +in all material respects from the relevant government authorities in China, and such licenses, permits and +approvals remained in full effect. In addition, as of the Latest Practicable Date, as advised by our PRC +Legal Advisor, we do not anticipate any legal impediments in the renewal process of such licenses, permits +and approvals as long as we meet the substantive and procedural requirements stipulated in the relevant +PRC laws and regulations. +The following table sets out a list of material licenses, permits and approvals currently held by us. +License/permit/approval Holder Grant date Expiry date +High-tech Enterprise Certificate /H1100/H1100/H1100Our Company December 13, 2023 December 13, 2026 +High-tech Enterprise Certificate /H1100/H1100/H1100Shanghai SENASIC November 15, 2023 November 15, 2026 +High-tech Enterprise Certificate /H1100/H1100/H1100Gainsil December 26, 2024 December 26, 2027 +A W ARDS AND RECOGNITIONS +During the Track Record Period and up to the Latest Practicable Date, we received a number of +awards and recognitions in connection with our business. Some of the significant awards and recognitions +we have received are set forth below. +Awards and Recognition Awarding Parties +Y ear of +Award +Annual Automotive Supply Chain +Breakthrough Award (ӛԓପ +ॎᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Automotive Electronics Industry +Investment Alliance ( ӛԓཥɿପุҳ +༟ᑌຑ) +2025 +Golden Chip Award – Emerging +Product (ᆤ–ᆤ) /H1100/H1100/H1100/H1100/H1100 +Automotive Electronic Innovation +Conference ( ӛԓཥɿ௴อɽึ) +2025 +Technology Contribution Award /H1100/H1100/H1100/H1100/H1100Ampron 2025 +Sensor Growth V alue Award (ϓ +ᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Sensor China 2025 +BUSINESS +– 184 – + + +--- page 194 --- +Awards and Recognition Awarding Parties +Y ear of +Award +Jiangsu Provincial Gazelle Enterprise +(ᐙୣΆุ)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Productivity Center of Jiangsu Province +(ආʕː) +2024 +National High-tech Enterprise (࢕ +ॴਖ਼ၚतอʃ̶ɛΆุ)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +The MIIT 2023 +National High-tech Corporation (࢕ +৷อҦஔΆุ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Jiangsu Provincial Department of +Science and Technology; Jiangsu +Provincial Department of Finance; +State Administration of Taxation, +Jiangsu Provincial Taxation Bureau +(೼ +೼ਕ҅) +2023 +Jiangsu Provincial Engineering +Research Center for Low-power, +High-Precision Automotive-grade +Sensor Chips (ܓ +Ӻʕ +ː)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Jiangsu Provincial Department of +Science and Technology (ኪҦ +ஔᝂ) +2023 +Jiangsu Province Special Funded +Program for Transformation of +Scientific and Technological +Achievements (ᔷ +ධͦ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Jiangsu Provincial Department of +Finance; Jiangsu Provincial +Department of Science and +Technology (߅޲ +ኪҦஔᝂ) +2023 +“China IC” Spark Award for +Emerging Products (“ڃ”˦ +ᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +China Center for Information Industry +Development +2023 +LEGAL PROCEEDINGS AND COMPLIANCE +Legal Proceedings +We have been and may from time to time continue to be, a party to various legal, arbitration or +administrative proceedings arising in the ordinary course of our business. As of the Latest Practicable +Date, there were no litigation, arbitration or administrative proceedings pending or threatened against us +or any of the Directors which could have a material and adverse effect on our financial condition or results +of operations. During the Track Record Period and up to the Latest Practicable Date, there were no +litigation, arbitration or administrative proceedings against us or any of the Directors which had caused +a material and adverse effect on our business, results of operations or financial condition. +Compliance +We are subject to a number of regulatory requirements and guidelines issued by the regulatory +authorities in China. During the Track Record Period and up to the Latest Practicable Date, we did not +commit any material non-compliance of the laws and regulations, or experience any systemic non- +compliance incident which, taken as a whole, in the opinion of our Directors, is likely to have a material +adverse effect on our business, results of operations and financial condition. As advised by our PRC Legal +Advisor, during the Track Record Period and up to the Latest Practicable Date, we had complied with the +relevant PRC laws and regulations in all material respects. +BUSINESS +– 185 – + + +--- page 195 --- +Non-registration of lease agreements +As of the Latest Practicable Date, we operated our business through 13 leased properties in Shanghai, +Nanjing and other cities in China. As of the Latest Practicable Date, the lease agreements were not filed +by either us or the relevant lessors for registration with respect to six of our leased properties in China. +The reasons behind the failure to register the aforementioned lease agreements are beyond our control +because, among other things, the lessors’ willingness to cooperate in the registration process and provision +of relevant documents for registration is necessary. As advised by our PRC Legal Advisor, the validity and +enforceability of the lease agreements are not affected by the failure to register or file the lease agreements +with the relevant government authorities. According to the relevant PRC regulations, we may be ordered +by the relevant government authorities to register the relevant lease agreements within a prescribed period, +and we may be subject to a fine ranging from RMB1,000 to RMB10,000 for each non-registered lease if +we fail to comply. The maximum potential penalties associated with the six unregistered leases mentioned +above were RMB60,000. As of the Latest Practicable Date, we had not received any such request or +suffered any such fine from the relevant government authorities. We undertake to cooperate fully to +facilitate the registration of lease agreements once we receive any requirements from relevant government +authorities. +Social security premiums and housing provident funds +According to the Social Insurance Law and the Provisional Regulations on Collection and Payment +of Social Insurance Premiums (ᎈ൬ᅄᖮᅲБૢԷ) promulgated by the State Council on January +22, 1999 and most recently amended on March 24, 2019 and effective from the same date, we shall register +social insurance with local social insurance and pay or withhold relevant social insurance for or on behalf +of our employees. During the Track Record Period, we engaged third-party agencies to pay social +insurance premiums and housing provident funds for certain employees, which was not in strict +compliance with applicable PRC laws and regulations. As of December 31, 2025, the third-party agencies +provided such funds for 22 of our employees. We implemented such arrangements primarily because these +employees were located in cities where we did not have any registered operating entities. +As advised by our PRC Legal Advisor, if the validity of such arrangements is challenged by +competent PRC authorities, we might be subject to additional contributions, late payment fees and/or +penalties required by relevant PRC laws and regulations for failing to discharge our obligations in relation +to payment of social insurance and housing provident funds as an employer or be ordered to rectify such +practice. If the relevant governmental authorities are of the view that such arrangement does not satisfy +the requirements under the relevant PRC laws and regulations in respect of housing provident funds, we +may be ordered to pay the outstanding balance to the relevant local authorities within a prescribed period +of time, failing which the relevant governmental authorities could apply to the People’s Court for +enforcement, and if we fail to complete housing provident fund registration before the prescribed +deadlines, we may be subject to a fine ranging from RMB10,000 to RMB50,000 for each non-compliant +subsidiary or branch. In respect of social insurance premium, we might be ordered to pay the outstanding +balance within a certain period of time and a late fee that equals 0.05% of the total outstanding balance +per day from the date of the failure to make payment, failing which we may be subject to a fine, ranging +from one to three times the total outstanding balance. Our PRC Legal Advisor is of the view that the +likelihood of us being subject to material penalties due to Employee Third-Party Payment during the Track +Record Period is low, on the basis that (1) according to the written confirmation by the social insurance +and housing provident fund administrative departments at the places where our Company and our +respective subsidiaries are registered, being the competent authorities, as confirmed by our PRC Legal +Advisor, we had not been subject any administrative penalties due to any breach of the applicable laws +and regulations in relation to social insurance and housing provident fund during the Track Record Period; +(2) we undertake that we will rectify or make outstanding payments within a prescribed period once +required by competent authorities or by the end of 2027, whichever is earlier; (3) the relevant employees +have issued a confirmation letter confirming that there are no disputes or potential disputes with the +company and third-party payment agencies regarding the payment of social insurance premiums and +housing provident funds; and (4) we have not received labor arbitration notices from any of employees in +relation to Employee Third-Party Payment during the Track Record Period and up to the Latest Practicable +BUSINESS +– 186 – + + +--- page 196 --- +Date. In the event that the relevant governmental authorities do not recognize the amount of social +insurance premium and housing provident funds that we contributed through third-party agencies, it may +be deemed a failure to make full contributions, with the social insurance premium and housing provident +funds paid by third-party agencies on behalf of us during the Track Record Period amounting to RMB2.3 +million, RMB2.9 million and RMB2.6 million in 2023, 2024 and 2025, respectively. +DATA SECURITY AND PRIV ACY +In the course of our business, we collect, store and process business data and transaction data. As +we only make transactions with enterprises, we do not collect or process personal data. We believe that +the confidentiality, integrity and availability of data are vital to our business operations. To mitigate data +security risks, we have implemented a comprehensive approach that includes stringent data encryption, +secure data storage protocols and strict transmission policies to ensure the confidentiality and integrity of +sensitive information. +We have established clear and detailed protocols that govern the use, storage and sharing of +corporate data, ensuring that only employees with the appropriate authorization can access sensitive +information on a need-to-know basis. We also conducted regular data security training for employees to +strengthen their data security awareness. Our employees are required to sign confidentiality agreements +as part of their employment, which strictly prohibit the unauthorized disclosure of any company-related +confidential information. This policy ensures that our employees understand the critical nature of +safeguarding company data and are held accountable for maintaining confidentiality. To safeguard against +data loss, we have implemented a robust backup system that stores data in multiple locations. For our core +business data, we have established primary and backup redundancy systems. We implement multi-tiered +security backups to ensure data integrity and uninterrupted business continuity. Multiple backup copies of +data are stored across different locations, ensuring that data can be quickly restored in the event of any +technical issues, natural disasters, or unforeseen circumstances. +During the Track Record Period and up to the Latest Practicable Date, we did not experience any +material data leakage or data loss, nor did we experience any material unauthorized use of customers’ or +distributors’ personal information. As advised by our PRC Legal Advisor, we had complied with the laws +and regulations in data security and privacy during the Track Record Period and up to the Latest +Practicable Date in the PRC in all material aspects. +ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE +We believe the effective management of environmental, social and corporate governance (“ESG”) +matters is important to our long-term success. We are committed to promoting long-term growth in a +prudent and responsible manner, and regard ESG as an integral component of both value creation and risk +management. +ESG Governance +We have established a systematic ESG governance framework to ensure that ESG considerations are +effectively integrated into our strategy, risk management and operations. Our Board provides overall +leadership and supervision on ESG matters and integrates sustainability into our long-term strategy and +risk management framework. Our Board members possess diverse backgrounds with extensive experience +relevant to ESG topics and collectively provide guidance and resources to support the implementation of +sustainability initiatives. Our Board assumes ultimate oversight of ESG matters, regularly reviews +material issues, assesses potential business and financial impacts and guides risk response measures. Our +Board also conducts regular reviews of ESG-related risks and opportunities and provides guidance on the +formulation of corresponding response measures. Our Board oversees areas such as ethics, environmental +compliance, supply chain management and employee development, ensuring that related risks and +opportunities are addressed effectively. Material ESG topics are identified and prioritised through a +structured double materiality assessment comprising four stages, including topic inventory, topic +identification, materiality assessment, and validation and review. The process combines internal analysis +BUSINESS +– 187 – + + +--- page 197 --- +and stakeholder engagement with employees, business partners, suppliers, customers and regulators. Our +Board evaluates the significance and potential financial impact of each topic and determines priorities +according to relevance, magnitude and likelihood of occurrence, ensuring that highly material issues are +incorporated into ESG strategy and performance monitoring. Regular ESG reporting and training are +arranged to help our Board stay informed of emerging risks, regulatory changes and global sustainability +trends. +We have also established internal control mechanisms covering ESG policy implementation, target +progression, disclosure and performance evaluation, and we continue to refine governance arrangements +with business development and regulatory requirements. We will further enhance our Board and +management oversight of ESG matters and refine governance and execution processes to strengthen +overall sustainability management. +Environmental Protection +We actively monitor changes in laws, regulations and policies, continuously assess compliance risks +and adjust our practices to stay aligned with evolving environmental priorities. To strengthen the +effectiveness of environmental management, we have implemented the “Environmental Factors +Identification and Evaluation Procedure,” which enables us to systematically identify and assess key +environmental factors across operations, update our environmental risk register on a regular basis, and +apply tracking and analysis mechanisms to improve the dynamic management of material issues and +reduce potential impacts. During the Track Record Period and up to the Latest Practicable Date, we did +not incur a material cost of compliance with relevant environmental protection laws and regulations. Our +Directors believe that our cost of compliance with the relevant environmental protection laws and +regulations is not expected to be material going forward. +Climate Change +We continue to monitor the systemic implications of climate change on economic structures, +business operations and value chains. Through regular reviews of relevant policies, regulatory +developments and internal operations, we identify climate-related risks and opportunities, assess their +potential influence on our business and development, and formulate appropriate response measures. +Climate-related risk and opportunity management +We have incorporated climate risk considerations into our broader environmental and risk +management framework to ensure that potential impacts are properly monitored and addressed. + Physical risks : Extreme weather events, such as typhoons, heatwaves and heavy rainfall, may affect +business continuity and supply chain stability, particularly in logistics and external data service +facilities. We monitor local weather advisories and work closely with suppliers and partners to +maintain operational resilience through emergency planning, remote working capabilities and +infrastructure insurance coverage. + Transition risks : Evolving environmental regulations, carbon pricing mechanisms and changing +market expectations may increase compliance costs or affect the availability and cost of low-carbon +electricity. We actively track regulatory trends and industry best practices to align with low-carbon +transition policies and maintain our competitiveness in a decarbonizing economy. + Opportunities : The growing emphasis on green supply chains and sustainable electronics presents +new business opportunities for innovation and collaboration. As a fabless company focusing on +energy-efficient sensor SoCs, we are well positioned to contribute to the development of low-carbon +smart devices and to collaborate with customers seeking sustainable solutions in the automotive and +industrial electronics sectors. +BUSINESS +– 188 – + + +--- page 198 --- +As of the Latest Practicable Date, we have not experienced any significant financial loss, operational +interruption or regulatory penalty arising from climate-related factors. We expect that ongoing investments +in energy-efficient facilities and environmental management systems will help offset any increase in +compliance costs and enhance long-term operational resilience. +Metrics and targets +We have established a Greenhouse Gas (“GHG”) accounting and monitoring system covering our +office operations to align with regulatory requirements, client expectations and internal efficiency +assessments. Following the GHG Protocol, we apply emission factors suited to office activities to ensure +data accuracy, comparability and auditability. +As of December 31, +Unit 2024 2025 +Emissions +Greenhouse Gas Emissions +Total (Scope 1 ,2&3 ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100tCO +2e 491.42 514.20 +(i) Direct Emissions (Scope 1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100tCO2e0 0 +(ii) Indirect Emissions from Energy (Scope 2) /H1100/H1100tCO2e 274.81 242.70 +(iii) Other Indirect Emissions (Scope 3) /H1100/H1100/H1100/H1100/H1100/H1100tCO2e 216.61 271.50 +Categor y 6 – Business Travel /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100tCO2e 216.13 271.43 +Categor y 7 – Employee Commuting /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100tCO2e 0.48 0.07 +We recorded no material Scope 1 emissions during the reporting period, as our operations do not +involve direct production processes, combustion equipment, company-owned vehicles, or refrigerant +replacement activities. Our office air-conditioning systems operate under sealed circulation and only +require minor replenishment by qualified contractors in the event of maintenance or leakage. +Our primary emissions arise from electricity used for lighting, air conditioning and office equipment. +We continue to enhance energy monitoring, data collection and verification to ensure reporting accuracy +and transparency. +We have initiated the accounting of Scope 3 emissions to capture indirect impacts across our value +chain. Our current Scope 3 assessment covers Category 6 Business Travel and Category 7 Employee +Commuting. Comparing to our peers in the industry, our GHG emission intensity is well within the +comparable industry range for design-oriented semiconductor companies. +We plan to progressively expand coverage to additional categories as reliable data become available, +hence enhancing the completeness and accuracy of our Scope 3 reporting. We target a 10% reduction in +Scope 1 and Scope 2 GHG emission intensity by the end of 2027, representing an average annual reduction +of approximately 3% per year. We will continue to implement energy-saving initiatives, such as optimized +HV AC operation, energy-efficient lighting, smart power-off controls, digital workflows and travel +reduction, to improve efficiency and lower emissions. We set the target by referring to our operational +profile, expected business growth and achievable efficiency gains through ongoing facility and process +optimization. All equipment is diligently maintained, with timely repair or replacement to avoid long-term +energy waste and mitigates potential compliance risks arising from excessive emissions. +Energy and Resource Management +We integrate environmental management into daily operations to improve resource efficiency, ensure +compliance and control risks. We align with local environmental regulations and industry standards and +have established a tailored management system to oversee resource use and environmental risks across +research, office and supply chain activities. +BUSINESS +– 189 – + + +--- page 199 --- +Energy use from office operations mainly comes from lighting, air conditioning, printing and other +office equipment. We manage these through energy-saving measures to control carbon emissions and +improve equipment efficiency, while ensuring adequate indoor ventilation to eliminate the risk of +excessive air pollutant emissions. Our wastewater discharge mainly comes from daily domestic water use +in office areas and does not involve industrial or laboratory wastewater. All domestic sewage is collected +by the property management system and connected to the municipal drainage network for treatment by +qualified third-party operators. Our solid waste mainly consists of office refuse, general packaging +materials and small amounts of nonhazardous electronic consumables such as toner cartridges and +discarded circuit boards. We have established a management process covering collection, classification, +temporary storage and outsourced disposal, with our general affairs department taking the lead for +maintaining waste records and overseeing qualified third-party disposal providers. +Social Responsibility +Employee rights and benefits +We have established a comprehensive benefits system to safeguard the health and well-being of our +employees. This includes full contributions to statutory social insurance and housing funds and annual +health checkups. In addition, we offer a variety of welfare programs, including holiday allowances, +birthday benefits and team-building subsidies. +In terms of compensation, we have implemented a structured incentive system that covers +performance bonuses, position allowances and long-term incentive plans. This ensures a fair, transparent +and competitive remuneration framework that balances market competitiveness with internal motivation. +Our workplaces are primarily office based, with low operational risks. Comprehensive safety measures are +maintained to comply with occupational health and safety standards. +We place strong emphasis on employee development and career growth through a structured training +system covering onboarding, skills enhancement, professional expertise and leadership development. We +also promote diversity and inclusion by ensuring fair and transparent recruitment practices. +Supply chain management +We have established comprehensive policies and procedures to promote a sustainable supply chain. +We select and evaluate suppliers through a structured approval process that includes document review and +on-site audits. Key assessment criteria include financial stability and production capacity, engineering +capability, and quality system performance, verified through valid certifications and quality management +documentation. Only suppliers that meet our technical, financial and quality requirements are admitted to +our approved vendor list. All suppliers are required to comply with our supply chain policies and +admission procedures. To ensure integrity, compliance, environmental protection and quality, we require +all of our Tier 1 and selected Tier 2 suppliers to sign binding commitment documents. In relation to +business ethics, we have established an anti-bribery compliance system that requires suppliers to sign an +Integrity Agreement, explicitly prohibiting all forms of bribery, kickbacks and improper benefits. An +independent reporting channel is in place, and any verified misconduct will result in immediate +termination of cooperation and legal accountability, ensuring enforceability and accountability of our +integrity management system. In relation to environmental management, we have established an +environmental compliance system that requires suppliers to sign a Supplier Environmental and Safety +Compliance Agreement, ensuring adherence to applicable environmental laws and regulations, including +the EU RoHS 2.0 Directive and REACH standards, and explicitly prohibiting the use of hazardous or +restricted substances. +During the Track Record Period and up to the Latest Practicable Date, we had not been subject to +any material claim or penalty in relation to health, safety, social and environmental protection, or been +involved in any significant workplace accident or fatality. As advised by our PRC Legal Advisor and +confirmed by our Directors, during the Track Record Period and up to the Latest Practicable Date, we had +complied with applicable health, work safety and environmental laws and regulations in all material +respects. +BUSINESS +– 190 – + + +--- page 200 --- +INTERNAL CONTROL AND RISK MANAGEMENT +Internal Control +We have designated responsible personnel in our Company to monitor the ongoing compliance by +our Company with the relevant PRC laws and regulations that govern our business operations and oversee +the implementation of necessary measures. We have adopted internal rules and policies governing various +aspects of our business operations and management, such as our sales practices, procurement, production, +information system, legal compliance, financial reporting and human resources. +We have engaged an independent internal control consultant to perform an initial review in July 2025 +in selected areas of our internal controls, including, among others, financial reporting and disclosure +controls, sales, accounts receivable and collection, procurement, accounts payable and payment, cash and +treasury management, assets management, research and development, information technology general +controls and compliance management. As part of the review, the internal control consultant carried out the +following procedures: +– gained an understanding of control procedures by discussing them with management and +reviewing relevant policies and documentation; +– assessed the design, implementation and operating effectiveness of control procedures within +the selected areas; +– highlighted any material or other internal control deficiencies identified during the agreed +procedures, bringing them to the attention of us and the Joint Sponsors; and +– provided recommendations to address the identified internal control deficiencies. +Furthermore, our internal control consultant put forward recommendations based on such review. We +have implemented rectification and improvement measures, as the case may be, in response to their +findings and recommendations, such as revising policies and procedures. The internal control consultant +performed follow-up review on our remedial measures in August 2025 (1) reviewing the revised policies +and procedures prepared by us; (2) reviewing the sample of implementation measures during the +remediation period if applicable; and (3) reporting the status of remediation to those deficiencies, and it +did not identify any material deficiencies in our internal control system. Having considered the report +prepared by our internal control consultant, our Directors confirmed that all of the major recommendations +provided by the internal control consultant have been followed and corrective actions were taken +accordingly to address our internal control deficiencies and weaknesses. Our Directors are of the view that +our enhanced internal control measures are adequate and effective to ensure compliance with relevant laws +and regulations going forward. +We have appointed Maxa Capital Limited as our external compliance advisor with effect from the +date of the Listing to advise on ongoing compliance with the Listing Rules and other applicable securities +laws and regulations in Hong Kong. +Risk Management +We are exposed to various risks in the ordinary course of our business operations. Key operational +risks faced by us include, among others, our ability to respond to technological changes, competition in +the relevant industries, our ability to retain and grow our customer base and usage, our ability to enhance +or upgrade our existing products and introduce new ones, our ability to maintain and expand our sales and +distribution network and our ability to successfully expand to and develop market recognition in +downstream industry sectors. See “Risk Factors” for disclosures on various risks we face. In addition, we +also face certain market risks, such as credit risk, liquidity risk and interest rate risk related to our +financials. See “Financial Information—Quantitative and Qualitative Disclosure of Market Risks” for +details. We have implemented policies and procedures for risk management in each aspect of our +operations, including administration of daily operations, data security, financial reporting procedures, +employee conduct and legal compliance. Our Board oversees and manages the overall risks associated +with our operations. We have established an Audit Committee to review and supervise the financial +reporting process and internal control system of our Group. See “Directors and Senior +Management—Board Committees—Audit Committee” for the qualifications and experience of these +committee members as well as a detailed description of the responsibility of our Audit Committee. +BUSINESS +– 191 – + + +--- page 201 --- +OVERVIEW +Dr. Li, our founder, chairman, executive Director and chief executive officer, and Mr. Li, our founder +and executive Director, have acted in concert with each other since our establishment. To formalize their +cooperation as co-founders, core management and Shareholders in achieving the shared goals and +objective of our Group, Dr. Li and Mr. Li entered into the concert party agreements in October 2020 and +August 2025. In October 2020, when Dr. Li and Mr. Li entered into the an acting-in-concert agreement +(the “Previous Agreement”), Ningbo Meishan Bonded Port Area Cenyou V enture Capital Partnership +(Limited Partnership) (೼ಥਜҊС௴ุҳ༟ΥྫΆุ(Υྫ)) (“Ningbo Cenyou”) agrees +to sign such agreement with Dr. Li and Mr. Li as a favor for our Company to help further increase the +voting power controlled by Dr. Li and Mr. Li provided that it should not be part of the controlling +shareholders nor participating in the management of our Company. As a result, pursuant to the Previous +Agreement, Ningbo Cenyou agrees to act in concert with Dr. Li and Mr. Li only until the date when our +Company first submit its initial public offering application or the date when it ceases to be a Shareholder, +whichever is earlier, and Dr. Li shall have the ultimate determinative power. As such, in light of the Listing +attempt, the acting-in-concert arrangement with Ningbo Cenyou was terminated pursuant to the +termination term under the Previous Agreement and Ningbo Cenyou ceased to act in concert with Dr. Li +and Mr. Li. In August 2025, to continue to formalize the acting-in-concert relationship between the +founders of our Company, Dr. Li and Mr. Li have entered into new acting-in-concert agreement, pursuant +to which, they have renewed their acting-in-concert relationship, which shall not be terminated until +mutual agreement between them, and affirmed that Dr. Li has the ultimate determinative power. It is +considered that the termination of the acting-in-concert arrangement with Ningbo Cenyou does not +adversely affect the ownership continuity of our Company based on the following: (1) Ningbo Cenyou is +only a passive financial investor of our Company. It enters into the Previous Agreement purely as a favor +for our Company to help further increase the voting power controlled by Dr. Li and Mr. Li without any +intention to participate in the management or operation of our Company nor control our Company. It has +been intentionally indicated in the Previous Agreement that it should not be considered as a controlling +shareholder of our Company or as participation in the management and operation of our Company. The +termination of the acting in concert arrangement with Ningbo Cenyou in August 2025 was also made in +accordance with the initial termination agreement under the Previous Agreement as set forth above; (2) +since the investment in our Company, Ningbo Cenyou has no director nomination right. It has never +participated in the management or operation of our Company nor appointed any Director or management +of our Company. Dr. Li and Mr. Li are the shareholders that control and could exercise influence over the +management of our Company since the establishment of our Company and have the right to nominate more +than half of the members of the Board. The termination of the acting-in-concert arrangement with Ningbo +Cenyou has not adversely affected the management of our Company. All the executive Directors and core +management of our Company during the Relevant Period has remained unchanged after termination of the +acting-in-concert arrangement with Ningbo Cenyou; and (3) during the relevant period, Ningbo Cenyou +is interested in less than 2% of the total issued share capital of our Company. Dr. Li and Mr. Li, only +through themselves and other Single Largest Group of Shareholders, could exercise control over 30% of +the voting rights of our Company. As such, Ningbo Cenyou is not and shall not be considered as members +of the controlling shareholders of our Company and the termination of acting-in-concert arrangement with +Ningbo Cenyou does not adversely affect the ownership continuity of our Company. +As of the Latest Practicable Date, Dr. Li and Mr. Li, by virtue of the acting-in-concert arrangement, +were collectively interested in approximately controlled 32.25% of our total issued share capital, +comprising: (1) approximately 10.48% of our total issued share capital directly held by Dr. Li; (2) +approximately 4.17% of our total issued share capital directly held by Mr. Li; (3) approximately 9.10% +and 7.63% of our total issued share capital controlled by Dr. Li through Shanghai Chuangyingrui and +Shanghai Ruixinchuang, respectively, both of which are our ESOP Platforms and controlled by Dr. Li; and +(4) approximately 0.87% of our total issued share capital controlled by Dr. Li through Gongqingcheng +SENASIC. See “History, Development and Corporate Structure—Concert Party Arrangement” for details. +RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS +– 192 – + + +--- page 202 --- +Upon the Listing, without taking into account any Shares that may be issued upon exercise of the +Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme, Dr. Li and Mr. Li will be +entitled to, directly and indirectly through Shanghai Chuangyingrui, Shanghai Ruixinchuang, Shanghai +Y aojun and Gongqingcheng SENASIC, exercise 27.71% voting rights in our Company. Therefore, upon +the Listing, Dr. Li, Mr. Li, Shanghai Chuangyingrui, Shanghai Ruixinchuang, Shanghai Y aojun and +Gongqingcheng SENASIC will become our Single Largest Group of Shareholders. +NO COMPETITION AND CLEAR DELINEATION OF BUSINESS +Our Single Largest Group of Shareholders have confirmed that as of the Latest Practicable Date, +none of them or any of their respective close associates had any interest in a business that competes or +is likely to compete, either directly or indirectly, with our business, which is subject to disclosure pursuant +to Rule 8.10 of the Listing Rules. +INDEPENDENCE FROM OUR SINGLE LARGEST GROUP OF SHAREHOLDERS +Management Independence +Our business is primarily managed and conducted by our Board and senior management. Upon the +completion of the Listing, our Board will comprise of four executive Directors, two non-executive +Directors and three independent non-executive Directors. See “Directors and Senior Management” for +more information. +Our Directors believe that our Board and senior management are able to manage our business and +function independently from our Single Largest Group of Shareholders based on the following reasons: +(1) each of our Directors is aware of his/her fiduciary duties as a Director of our Company which +require, among other things, that he/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; +(2) in the event that there is a potential conflict of interest arising out of any transaction to be +entered into between our Group and our Directors or their respective associates, the interested +Directors shall abstain from voting at the relevant board meetings of our Company in respect +of such transactions and shall not be counted in the quorum; +(3) we have three independent non-executive Directors, who have extensive experience in different +areas and have been appointed to ensure that the decisions of our Board are made after due +consideration of independent and impartial opinions. Certain matters of our Company must +always be referred to the independent non-executive Directors for review in accordance with +the Listing Rules, the applicable laws and our Articles of Association and internal policies; +(4) our daily management and operations are carried out by our senior management team. Except +Dr. Li and Mr. Li, our senior management team members are independent from our Single +Largest Group of Shareholders, all of whom have substantial experience in the industry in +which our Company is engaged, and will therefore be able to make business decisions that are +in the best interest of our Group; +(5) we have adopted a series of corporate governance measures to manage conflicts of interest, if +any, between our Group and our Single Largest Group of Shareholders which would support +our independent management. See “—Corporate Governance.” +RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS +– 193 – + + +--- page 203 --- +Operation Independence +We have established our own organizational structure comprised of individual departments, each +with specific areas of responsibilities. We have also established various internal control procedures to +facilitate the effective operation of our business. Our Group is not operationally dependent on our Single +Largest Group of Shareholders. Our Company (through our subsidiaries) holds or enjoys the benefit of all +relevant licenses and owns all relevant intellectual property and R&D facilities necessary to carry on our +business. We have sufficient capital, facilities, equipment and employees to operate our business +independently from our Single Largest Group of Shareholders. We also have independent access to our +customers and suppliers. +Based on the above, our Directors believe that we are capable of carrying on our business +independently of our Single Largest Group of Shareholders and their close associates. +Financial Independence +We have an independent financial system. Our Group’s accounting and finance functions are +independent of our Single Largest Group of Shareholders and their close associates. Our Group makes +financial decisions according to our own business needs. Our Group’s major finance operations are +handled by our financial management department, which operates independently from our Single Largest +Group of Shareholders and their close associates. We do not share any other functions or resources with +any of our Single Largest Group of Shareholders or their close associates. +During the Track Record Period, we primarily financed our business operations through cash +generated from our business activities and equity financing activities. As of the Latest Practicable Date, +we did not have any outstanding borrowings or guarantees from our Single Largest Group of Shareholders +or any of their respective close associates. +Based on the above, our Directors believe that our Group is able to operate with financial +independence from our Single Largest Group of Shareholders and their close associates. +CORPORATE GOVERNANCE +We have put in place sufficient corporate governance measures to manage the conflict of interest and +potential competition from our Single Largest Group of Shareholders and safeguard the interest of our +Shareholders, including: +(1) where a general meeting of our Company is to be held for considering proposed transactions +in which our Single Largest Group of Shareholders or any of their close associates has a +material interest, our Single Largest Group of Shareholders will abstain from voting on the +resolutions and shall not be counted in the quorum in the voting; +(2) our Company has established internal control mechanism to identify connected transactions. +After the Listing, our Company will comply with the requirements in connection with +connected transactions under the Listing Rules; +(3) where our Directors reasonably request the advice of independent professionals, such as +independent financial advisors, the appointment of such independent professionals will be +made at our Company’s expense; +(4) we have appointed Maxa Capital Limited as our compliance advisor to provide advice and +guidance to us in respect of compliance with the applicable laws and regulations, as well as the +Listing Rules, including various requirements relating to corporate governance; +(5) we have established the audit committee, remuneration and appraisal committee and +nomination committee with written terms of reference in compliance with the Listing Rules and +the Corporate Governance Code; +RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS +– 194 – + + +--- page 204 --- +(6) our Single Largest Group of Shareholders will confirm the status of their non-competing +interest on an annual basis and to provide all information necessary, including all relevant +financial, operational and market information and any other necessary information as required +by our Company; and +(7) our Company will disclose decisions (with basis), if any, on matters reviewed by the +independent non-executive Directors either in its annual report or by way of announcements. +Our Directors consider that the above corporate governance measures are sufficient to manage any +potential conflict of interests between our Single Largest Group of Shareholders and their respective close +associates and our Group and to protect the interests of our Shareholders, in particular, the minority +Shareholders. +RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS +– 195 – + + +--- page 205 --- +THE CORNERSTONE PLACING +We have entered into cornerstone investment agreements (each a “Cornerstone Investment +Agreement”, and together the “Cornerstone Investment Agreements”) with the cornerstone investors set +out below (each a “Cornerstone Investor”, and together the “Cornerstone Investors”), pursuant to which +the Cornerstone Investors have agreed to, subject to certain conditions, subscribe or cause their designated +entities to subscribe at the Offer Price for a certain number of Offer Shares that may be purchased for an +aggregate amount of approximately HK$283.41 million (the “Cornerstone Placing”), which is calculated +based on the exchange rate as disclosed in the section headed “Information about this Prospectus and the +Global Offering” in this prospectus and for illustration purpose. See the tables in “–The Cornerstone +Placing” in this section for details. +Based on the Offer Price of HK$18.36 per Offer Share, the total number of Offer Shares to be +subscribed by the Cornerstone Investors would be 15,413,600 Offer Shares, representing (i) assuming the +Over-allotment Option is not exercised, approximately 28.86% of the total Offer Shares in the Global +Offering and 4.07% of our total issued Shares immediately upon the completion of the Global Offering; +and (ii) assuming the Over-allotment Option is fully exercised, approximately 25.10% of the total Offer +Shares in the Global Offering and 3.98% of our total issued Shares immediately upon the completion of +the Global Offering. +Our Company is of the view that the Cornerstone Placing will help to raise the profile of our +Company and to signify that such investors have confidence in our business and prospect. Our Company +became acquainted with each of the Cornerstone Investors in its ordinary course of operation through the +network of our Group or through introduction by certain Shareholders and Underwriters in the Global +Offering. +To the best knowledge of our Company, other than Longwei HK (a close associate of an existing +minority Shareholder of our Company), (i) each of the Cornerstone Investors is an Independent Third +Party; (ii) none of the Cornerstone Investors is accustomed to taking instructions from our Company, the +Directors, chief executive, our Controlling Shareholders, substantial shareholders, existing Shareholders +or any of their respective subsidiaries or their respective close associates in relation to the acquisition, +disposal, voting or other disposition of the Offer Shares; (iii) none of the subscription of the relevant Offer +Shares by any of the Cornerstone Investors is financed by our Company, the Directors, chief executive, +our Controlling Shareholders, substantial shareholders, existing Shareholders or any of their respective +subsidiaries or their respective close associates; (iv) as confirmed by each of the Cornerstone Investors, +each Cornerstone Investor will be utilizing their internal resources as their source of funding for the +subscription of the Offer Shares, and each of them has sufficient funds to settle its respective investment +under the Cornerstone Placing; and (v) no approval from other stock exchange is required for each +Cornerstone Investor’s investment in our Company as described in this section. Each of the Cornerstone +Investors confirms that all necessary approvals have been obtained with respect to the Cornerstone Placing +and that no specific approval from any stock exchange (if relevant) or its shareholders or other regulatory +authority is required for the relevant cornerstone investment. +We have applied for, and 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 of Appendix F1 to +the Listing Rules to permit Offer Shares in the International Offering to be placed to Longwei HK, a close +associate of one of our existing minority Shareholder. For further details, please see the section headed +“Waivers and Exemptions.” +CORNERSTONE INVESTORS +– 196 – + + +--- page 206 --- +The Cornerstone Placing will form part of the International Offering, and the Cornerstone Investors +and their respective close associates will not subscribe for any Offer Shares under the Global Offering +(other than pursuant to the Cornerstone Investment Agreements). The Offer Shares to be subscribed by the +Cornerstone Investors will rank pari passu in all respect with the fully paid Shares in issue and will be +counted towards the public float of our Company under Rule 19A.13A(1) of the Listing Rules. +Immediately following the completion of the Global Offering, none of the Cornerstone Investors will +become a substantial shareholder of the Company, and the Cornerstone Investors will not have any Board +representation in our Company. Other than a guaranteed allocation of the relevant Offer Shares at the Offer +Price, the Cornerstone Investors do not have any preferential rights in the Cornerstone Investment +Agreements compared with other public Shareholders. There are no side arrangements 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 Cornerstone Placing, other than a guaranteed allocation of the +relevant Offer Shares at the Offer Price, following the principles as set out in Chapter 4.15 of the Guide +for New Listing Applicants. +The total number of Offer Shares to be subscribed by the Cornerstone Investors may be affected by +reallocation of the Offer Shares between the International Offering and the Hong Kong Public Offering in +the event of over- subscription under the Hong Kong Public Offering as described in the paragraph headed +“Structure of the Global Offering–The Hong Kong Public Offering–Reallocation” in this prospectus. +Further, the Joint Sponsor-OCs and the Company can adjust the number of Offer Shares to be acquired by +each Cornerstone Investor in their sole and absolute discretion for the purpose of compliance with Rules +19A.13A(1) and 19A.13C(1) of the Listing Rules, 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 the Cornerstone Investors will be disclosed in the allotment results announcement +of our Company to be published on or around June 16, 2026. The Cornerstone Investors have agreed to +pay in full for the relevant Offer Shares that they have subscribed before dealings in the Company’s H +Shares commence on the Stock Exchange. Cornerstone Investors have agreed that delivery of all or any +part of the Offer Shares it will subscribe may be deferred to a date later than the Listing Date. Such +delayed delivery arrangement is in place to facilitate the over-allocation in the International Offering. +There will be no delayed delivery if there is no over-allocation in the International Offering. For details +of the Over-allotment Option and the stabilization action by the Stabilizing Manager, see “Structure of the +Global Offering –Over-allotment Option” and “Structure of the Global Offering – Stabilization” in this +prospectus. +Set out below in the aggregate number of Offer Shares, and the corresponding percentages to the +Offer Shares and our Company’s total issued share capital under the Cornerstone Placing based on the +Offer Price of HK$18.36 per Offer Share: +Name of Investor +Investment +Amount +(HK$) +Number of +Offer +Shares (3) +Immediately following the +completion of Global Offering +(assuming no exercise of the +Over-allotment Option) +Immediately following the +completion of Global Offering +(assuming full exercise of the +Over-allotment Option) +Approximate +% of the total +Offer Shares +Approximate +% of the total +Shares in issue +Approximate +% of the total +Offer Shares +Approximate +% of the total +Shares in issue +Sunwoda HK /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,000,000.00 (2) 2,156,800 4.04% 0.57% 3.51% 0.56% +Longwei HK /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023,509,645.23 (1) 1,280,400 2.40% 0.34% 2.08% 0.33% +Oakwise /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110073,580,000.00 (1) 4,007,600 7.50% 1.06% 6.53% 1.04% +Tembusu /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,673,096.82 (1) 853,600 1.60% 0.23% 1.39% 0.22% +Andrew Y Y an /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,673,096.82 (1) 853,600 1.60% 0.23% 1.39% 0.22% +RIME /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,673,096.82 (1) 853,600 1.60% 0.23% 1.39% 0.22% +Thalassa Capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110049,300,000.00 (1) 2,685,000 5.03% 0.71% 4.37% 0.69% +Chample /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,000,000.00 (1) 1,633,800 3.06% 0.43% 2.66% 0.42% +Libra Fixed Income One SP /H1100/H110020,000,000.00 (1) 1,089,200 2.04% 0.29% 1.77% 0.28% +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100283,408,935.69 15,413,600 28.86% 4.07% 25.10% 3.98% +CORNERSTONE INVESTORS +– 197 – + + +--- page 207 --- +Notes: +(1) The investment amount is calculated based on the exchange rate set out in the section headed “Information about this +Prospectus and the Global Offering – Exchange Rate Conversion” in this Prospectus ( exclusive of the brokerage, the +SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee). See “Statutory and General +Information – 2. Further Information about Our Business – A. Summary of Our Material Contracts” in this prospectus +for details of the investment amount. +(2) The investment amount is calculated based on the exchange rate set out in the section headed “Information about this +Prospectus and the Global Offering – Exchange Rate Conversion” in this Prospectus ( inclusive of the brokerage, the +SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee). See “Statutory and General +Information – 2. Further Information about Our Business – A. Summary of Our Material Contracts” in this prospectus +for details of the investment amount. +(3) Rounded down to nearest whole board lot of 200 H Shares. +OUR CORNERSTONE INVESTORS +The information about our Cornerstone Investors set forth below has been provided by our +Cornerstone Investors in connection with the Cornerstone Placing. +Sunwoda HK +Sunwoda Treasury (Hong Kong) Limited (༺ৌ༟(ಥ)ʮ̡) (“Sunwoda HK”) is a limited +liability company incorporated under the laws of Hong Kong on September 17, 2024. Its principal +activities include investment and financing services, supply chain financing, and international trade +consultancy. As of the Latest Practicable Date, Sunwoda HK is wholly owned by Sunwoda Electronic Co., +Ltd. (ʮ̡) (“Sunwoda Electronics”), a company listed on the Shenzhen Stock +Exchange (stock code: 300207) that primarily focuses on the lithium-ion battery business. Sunwoda +Electronics is a customer of our Company and an Independent Third Party. +Longwei HK +Longwei Hong Kong Company Limited (ʮ̡) (“Longwei HK”) was +incorporated under the laws of Hong Kong in 2007. Its principal activities comprise outbound investments, +and the sale, import and export of automotive parts. Longwei HK primarily focuses on investments in +target companies that hold leading positions in the automotive and auto parts industry, with a particular +focus on those possessing strong innovation capabilities and favourable market prospects. Longwei HK is +wholly owned by Shanghai Baolong Gongmao Co., Ltd. (ʮ̡), which is ultimately +controlled by Shanghai Baolong Automotive Corporation (ʮ̡) (“Baolong +Automative”) (stock code: 603197.SH), which, building on its core presence in the auto parts industry, is +strategically advancing towards automotive intelligence and lightweighting. Baolong Automative is an +existing shareholder of our Company, and its affiliate is also a major customer of our Company. +Oakwise +Oakwise Growth Fund SPC - Greater China Fund SP (“Oakwise”) is managed by Oakwise Capital +Management Limited (ʮ̡), a Hong Kong-incorporated entity licensed by the SFC to +carry on Types 1, 4 and 9 regulated activities. The ultimate beneficial owner of Oakwise Capital +Management Limited is Mr. Wang Fengyu (ڠࠬThe ultimate beneficial owner of Oakwise is Gotion +High-tech Co., Ltd. (ʮ̡), a company listed on the Shenzhen Stock Exchange. Save as +disclosed above, no other shareholder holds 30% or more of the shares in Oakwise or Oakwise Capital +Management Limited. Oakwise targets durable medium- and long-term capital appreciation via IPO- +focused investment opportunities, predominantly deploying capital in the Greater China market. +Tembusu +Tembusu Limited (“Tembusu”) is a limited liability company incorporated under the laws of the +British Virgin Islands, with a primary purpose of engaging in investments activities. Tembusu is wholly +owned and controlled by David Su Tuong Sing, an Independent Third Party and individual investor. +CORNERSTONE INVESTORS +– 198 – + + +--- page 208 --- +Andrew Y Y an +Andrew Y Y an ( ᎅ⇴) is the managing partner of SAIF Partners, a leading Asian private equity firm, +and an individual investor. Mr. Y an is an Independent Third Party. +RIME +RIME Capital Limited (ʮ̡) (“RIME”) is incorporated in Hong Kong with limited +liability and licensed by the SFC to carry on Type 1, 4, 9 regulated activities, which is ultimately owned +by Ms. Zhuo Ying ( ՙ጑), who owns 64% shares of RIME. Apart from Ms. Zhuo Ying, no other +shareholder has a 30% or more shareholding in RIME. RIME is a discretionary investment manager of +Sino Opulence Multi-V alue Strategy Fund SPC (“Sino Opulence SPC”) and Sino Opulence SPC is a +segregated portfolio company holding various portfolios. RIME has agreed to procure Sino Opulence +Multi-V alue Strategy Fund SPC-Stable Growth Fund SP (the “Sino Opulence Fund”), which is a fund +portfolio under Sino Opulence SPC to subscribe for the Offer Shares. Sino Opulence SPC is ultimately +controlled by Ms. Zhuo Ying. The sole ultimate beneficial owner of Sino Opulence Fund is Leo Group Co., +Ltd. (ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code: 002131). +There is no other ultimate beneficial owner holding 30% or more interest in Sino Opulence Fund. Each +of RIME, Ms. Zhuo Ying, Sino Opulence SPC and Sino Opulence Fund is an Independent Third Party. +Thalassa Capital +Thalassa Capital Dynamics SPC (acting for and on behalf of Thalassa Horizon SP) (“Thalassa +Capital”) was incorporated under the laws of Cayman Islands and is ultimately wholly owned and +controlled by Mr. Ma Lin (؍and Mr. Zhu Hangjun ( ϡঘё), both of whom are Independent Third +Parties. Thalassa Capital is an investment entity primarily engaged in equity investment. +Chample +Chample International Limited (“Chample”) was incorporated under the laws of British Virgin +Islands and is an investment holding company primarily engaged in investment activities. Chample is +wholly-owned and controlled by Mr. Li Feng ( ҽቜ), an Independent Third Party. +Libra Fixed Income One SP +Libra Stable V alue and Fixed Income Segregated Portfolio Company acting for and on behalf of +Libra Fixed Income One SP (“Libra Fixed Income One SP”) is an open-ended investment company +organised as an exempted segregated portfolio company with limited liability in the Cayman Islands, and +is principally engaged in investment activities, including, but not limited to listed and unlisted stocks, +stock derivatives, initial public offerings, futures, options, forward contracts, currencies and convertible +securities. Libra Fixed Income One SP is ultimately controlled by Mr. Tjeng Ka Wing (጑), who owns +100% of its interests and an Independent Third Party. +CLOSING CONDITIONS +The obligation of each Cornerstone Investor to subscribe for the Offer Shares under the respective +Cornerstone Investment Agreement is subject to, among other things, the following closing conditions: +(1) the Underwriting Agreements for the Hong Kong Public Offering and the International Offering +being entered into and having become effective and unconditional (in accordance with their +respective original terms or as subsequently waived or varied by agreement of the parties +thereto) by no later than the time and date as specified in the Underwriting Agreements, and +neither of the Underwriting Agreements having been terminated; +CORNERSTONE INVESTORS +– 199 – + + +--- page 209 --- +(2) the Listing Committee of the Stock Exchange having granted the approval for the listing of, and +permission to deal in, the H Shares (including the relevant Cornerstone Investor’s Shares 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; +(3) the CSRC having accepted the CSRC filing and published the filing result on its official +website, and such acceptance notice and/or the published filing result not having otherwise +been rejected, withdrawn, revoked or invalidated prior to the commencement of dealings in the +H Shares on the Stock Exchange; +(4) no laws shall have been enacted or promulgated by any governmental authority which prohibits +the consummation of the transactions contemplated in the Global Offering or the Cornerstone +Investment Agreements and there shall be no orders or injunctions from a court of competent +jurisdiction in effect precluding or prohibiting consummation of such transactions; and +(5) the respective representations, warranties, undertakings, acknowledgements and confirmations +of the relevant Cornerstone Investor under the relevant Cornerstone Investment Agreement are +(as of the date of the agreement) and will be (on the Listing Date and the delayed delivery date +(if applicable)) accurate, true and complete in all respects and not misleading or deceptive and +that there is no material breach of the relevant Cornerstone Investment Agreement on the part +of the relevant Cornerstone Investor. +RESTRICTIONS ON THE CORNERSTONE INVESTORS +Each of the Cornerstone Investors has agreed that it will not, whether directly or indirectly, at any +time during the period of six months starting from and including the Listing Date (the “Lock-up Period”), +(a) dispose of, in any way, any of the Offer Shares purchased pursuant to the relevant Cornerstone +Investment Agreement (“Relevant Shares”) or any interest in any company or entity holding any of the +Relevant Shares, (b) agree or contract to, or publicly announce any intention to enter into a transaction +with a third party for disposal of the Relevant Shares, (c) allow itself to undergo a change of control (as +defined in the Takeovers Code) at the level of its ultimate beneficial owner, or (d) enter into any +transactions directly or indirectly with the same economic effect as any aforesaid transactions, subject to +certain restrictions. +CORNERSTONE INVESTORS +– 200 – + + +--- page 210 --- +OVERVIEW +Upon the Listing, the Board will consist of nine Directors, including four executive Directors, two +non-executive Directors and three independent non-executive Directors. The Board is responsible, and has +general authority for, the management and operation of our Company. Our Directors are appointed for a +term of three years and are eligible for re-election upon expiry of their term of office. Our senior +management is responsible for the day-to-day operations of our Company. As of the Latest Practicable +Date, we do not have any supervisors. +All of the Directors and senior management have met the qualification requirements under the +relevant PRC laws and regulations and the Listing Rules for their respective positions. +DIRECTORS +The following table sets forth certain information regarding the members of our Board. +Name Age Position +Date of joining +our Group +Date of +appointment as +a Director Responsibility +Relationship +with other +Directors and +senior +management +Executive Directors +Dr. Li Mengxiong +(ҽྫྷඪ) +48 Chairman of the +Board, executive +Director and +chief executive +officer +March 2015 March 2015 Responsible for the overall +strategic planning, +business direction and +management of our Group +N/A +Mr. Zhu Shouteng +(ϡςᙜ) +43 Executive Director +and president +July 2018 June 2023 Responsible for the product +line management and the +sales and marketing +N/A +Mr. Li Shuguang +(ҽᏣΈ) +49 Executive Director +and vice +president +September 2015 September 2015 Responsible for overseeing +the product research and +development and the +quality management +systems of our Group +N/A +Ms. Xu Hongru +(ν) +46 Executive Director September 2015 June 2017 Responsible for overseeing +the research and +development of chips and +managing technical +coordination with external +fabrication partners +N/A +Non-executive Directors +Mr. Ju Hua +(ᒴዏ) +32 Non-executive +Director +August 2025 August 2025 Responsible for providing +guidance on overall +strategic planning, +corporate governance and +business direction of our +Group +N/A +Mr. Sha Chongjiu +(ɘ) +61 Non-executive +Director +October 2020 October 2020 Responsible for providing +guidance on overall +strategic planning, +corporate governance and +business direction of our +Group +N/A +DIRECTORS AND SENIOR MANAGEMENT +– 201 – + + +--- page 211 --- +Name Age Position +Date of joining +our Group +Date of +appointment as +a Director Responsibility +Relationship +with other +Directors and +senior +management +Independent non-executive Directors +Mr. Chu Xiaowen +(Ⴃወ˖) +48 Independent non- +executive +Director +August 2025 August 2025 Responsible for providing +independent advice on the +operations and +management of our Group +N/A +Mr. Jie Donghui +(ሾ) +50 Independent non- +executive +Director +August 2025 August 2025 Responsible for providing +independent advice on the +operations and +management of our Group +N/A +Ms. Cheung Suet Fong +(ٹ) +42 Independent non- +executive +Director +August 2025 August 2025 Responsible for providing +independent advice on the +operations and +management of our Group +N/A +Executive Directors +Dr. Li Mengxiong ( ҽྫྷඪ), aged 48, is the chairman of the Board, an executive Director and the +chief executive officer of our Company. Dr. Li has served as the Director and the chief executive officer +of our Company since its establishment and he was redesignated as an executive Director in August 2025, +responsible for the overall strategic planning, business direction and management of our Group. Dr. Li has +also served as a director of certain subsidiaries of our Company, including (i) the executive director of +Shanghai SENASIC Electronic Technology Co., Ltd. ( ɪऎ +ʮ̡) since February 2022, +(ii) the director of HongKong SENASIC Electronic Limited since April 2025, and (iii) the director and +general manager of Shanghai Xinruichuang Electronics Technology Co., Ltd. (ࠢ +ʮ̡), responsible for the daily operations and management. +Dr. Li has over 20 years of experience in the semiconductor industry. Prior to founding our Group +Dr. Li had worked for several reputable semiconductor companies. From January 2002 to September 2003, +Dr. Li served as an engineer in OKI Techno Center (Singapore) Pte Ltd. Subsequently, Dr. Li worked at +SEQUANS Communications, a leading semiconductor company whose shares are listed on the New Y ork +Stock Exchange (Ticker: SQNS). Dr. Li later worked at SENSA TA Technologies Group in the United +Kingdom until November 2014, a global industrial technology company experienced in mission-critical +design and innovation of sensor-rich solutions, whose shares are listed on the New Y ork Stock Exchange +(Ticker: ST), where he was responsible for design and served as a design staff at the end of his tenure. +Dr. Li obtained a bachelor’s degree in microelectronics and a master’s degree in microelectronics and +solid-state electronics from Fudan University ( ూ͇ɽኪ) in the PRC in July 1998 and July 2001, +respectively. He further obtained a doctoral degree in the School of Electrical and Electronic Engineering +of the University of Nottingham in December 2007. +Mr. Zhu Shouteng ( ϡςᙜ), aged 43, is an executive Director and the president of our Company. +He joined our Company in July 2018 and was appointed as a Director in June 2023. Mr. Zhu was +redesignated as an executive Director in August 2025, responsible for the product line management and +the sales and marketing of our Group. +Mr. Zhu has substantial experience in the semiconductor industry. Prior to joining our Group, from +December 2005 to August 2006, Mr. Zhu worked at Nanjing Guoxian Electronics Co., Ltd. (ԯ਷ᜑཥ +ɿʮ̡), a company primarily engaged in the development of electronic display products. From October +2007 to July 2016, he successively served as a sales manager in Shanghai Samsung Semiconductor Co., +Ltd. (ʮ̡), a company primarily engaged in the sales and support of semiconductor +products. From March 2017 to June 2018, he served as a sales director in Shenzhen Sinox Electronics Co., +Ltd. (ʮ̡), a company primarily engaged in the distribution of electronic +components, where he was responsible for sales and marketing. +DIRECTORS AND SENIOR MANAGEMENT +– 202 – + + +--- page 212 --- +Mr. Zhu obtained a bachelor’s degree in electronic information engineering from Anhui University +of Technology and Science (Ҧኪ৫), the predecessor of Anhui Polytechnic University ( τᏏ +ʈ೻ɽኪ) in the PRC in July 2005. +Mr. Li Shuguang ( ҽᏣΈ), aged 49, is an executive Director and the vice president of our Company. +Mr. Li served as our deputy general manager from October 2015 to October 2024 and was appointed as +our director of quality control in October 2024. He was appointed as a Director in September 2015 and +was redesignated as an executive Director in August 2025, responsible for overseeing the product research +and development and the quality management systems of our Group. +Mr. Li has over 24 years of experience in the semiconductor and wireless communications industries. +Prior to founding our Group, he worked at Alcatel Telecom Software Development (Shanghai) Co., Ltd. +(ဧ̔तཥৃழ΁ක೯(ɪऎ)ʮ̡) from July 2001 to December 2001 and a design engineer at OKI +Techno Centre (Singapore) Pte Ltd. from February 2002 to April 2004, both companies primarily engaged +in the design and development of telecommunications software and wireless communication technologies, +where he was responsible for product design and development. From April 2004 to September 2015, he +worked at Qualcomm (Shanghai) Co., Ltd. ( ৷ஷΆุ၍ଣ(ɪऎ)ʮ̡), a company primarily engaged +in the design, development and sales of chips, where he was responsible for product design, development +and management and he served as senior staff engineer at the end of his tenure. +Mr. Li obtained a bachelor’s degree in microelectronics and further obtained a master’s degree in +microelectronics and solid-state electronics from Fudan University ( ూ͇ɽኪ) in the PRC in July 1998 +and July 2001, respectively. +Mr. Li was accredited as a senior engineer (ࢪin December 2018 by the Shanghai +Municipal Human Resources and Social Security Bureau (ღ҅). +Ms. Xu Hongru (ν), aged 46, is an executive Director. Ms. Xu joined our Company in +September 2015 and has served as our director of research and development of chips since then. Ms. Xu +was appointed as a Director in June 2017. She was redesignated as an executive Director in August 2025. +Ms. Xu is responsible for overseeing the research and development of chips and managing technical +coordination with external fabrication partners. Since May 2022, Ms. Xu has also served as a supervisor +of Juxun Semiconductor Technology (Shanghai) Co., Ltd. (Ҧ(ɪऎ)ʮ̡), our wholly- +owned subsidiary, responsible for supervision on its operations. +Ms. Xu has over 21 years of experience in the semiconductor industry. Prior to joining our Group, +from June 2004 to April 2006, Ms. Xu worked at Hangzhou Silan Microelectronics Co., Ltd. (ψɻᚆ +ʮ̡), a company primarily engaged in the design of IC chip and the manufacturing of +semiconductor microelectronics-related products, whose shares are listed on the Shanghai Stock Exchange +(Stock code: 600460). From April 2006 and January 2010, she worked at ISSI (Shanghai) Co., Ltd. (ڃ +ϓ̒ኬ᜗(ɪऎ)ʮ̡), a company primarily engaged in the design, manufacture and sales of +integrated circuit products, where she was responsible for digital circuit and system design of chips and +served as senior staff engineer at the end of her tenure. From January 2010 to April 2014, she was a logic +design manager in Giantec Semiconductor (ʮ̡, formerly known as Giantec +Semiconductor (Shanghai) Co., Ltd. ( ၳԕ̒ኬ᜗(ɪऎ)ʮ̡), a company primarily engaged in the +research and development, manufacture and sales of integrated circuits products, whose shares are listed +on the Shanghai Stock Exchange (Stock code: 688123). From April 2014 to September 2015, she was a +senior design engineer at UNISOC (Shanghai) Co., Ltd. (ڦ(ɪऎ)ʮ̡), where she was +responsible for research and development as well as design of chips. +Ms. Xu obtained a master’s degree in engineering from Xidian University (Ҧɽኪ)i nt h e +PRC in March 2004. +Ms. Xu was accredited as a senior engineer (ࢪin December 2018 by the Shanghai +Municipal Human Resources and Social Security Bureau (ღ҅). +Non-executive Directors +Mr. Ju Hua ( ᒴዏ), aged 32, is a non-executive Director. Mr. Ju joined our Company and was +appointed as a non-executive Director in August 2025, responsible for the strategic oversight and +corporate governance of our Group. +DIRECTORS AND SENIOR MANAGEMENT +– 203 – + + +--- page 213 --- +Mr. Ju has over 5 years of experience in equity investment. Prior to joining our Group, from +December 2019 to October 2020, Mr. Ju was a project manager at Shanghai Chengtong Equity Investment +Fund Management Co., Ltd. (ʮ̡), a company primarily engaged in +private equity investment and fund management, where he was responsible for fundraising and investment. +Since November 2020, he served as a director at Chengtong Mixed Reform Private Fund Management Co., +Ltd. (ʮ̡), a company primarily engaged in private equity investment and +fund management, where he is responsible for investment management. +Mr. Ju obtained a master’s degree in accounting from Temple University in the U.S. in December +2017. +Mr. Ju obtained the Fund Practitioner Qualification Certificate (ᗇ) issued by the Asset +Management Association of China (ุ՘ึ) in March 2019. +Mr. Sha Chongjiu (ɘ), aged 61, is a non-executive Director. Mr. Sha joined our Company and +was appointed as a Director in October 2020. He was redesignated as a non-executive Director in August +2025, responsible for the overall strategic planning, business direction and management of our Group. +Mr. Sha has over 26 years of experience in investment in Technology, Media, Telecom (TMT) +industry, especially in the fields of semiconductor design and key components, including but not limited +to the participation in the investment in Union Optech Co., Ltd. (ʮ̡)a sa +director from December 2014 to December 2020, whose shares are listed on the Shenzhen Stock Exchange +(Stock code: 300691), and Shanghai Fullhan Microelectronics Co., Ltd. (ʮ̡) +as a director from April 2013 to March 2019, whose shares are listed on the Shenzhen Stock Exchange +(Stock code: 300613). From April 1999 to April 2001, he worked at Legend Holdings Corporation ( ᑌซ +ʮ̡). From May 2001 to April 2002, and again from June 2002 to April 2004, he worked +at Legend Capital Limited (ʮ̡). He served as a managing director in Legend Capital Co., +Ltd. (ʮ̡) from April 2001 to March 2019, a director in Hai Feng Investment +Holding Limited (ʮ̡), one of our Shareholders, since January 2019, and he has served as +a managing director in SL Capital (ʮ̡) since April 2019, where he was +responsible for investment management. +Mr. Sha obtained a bachelor’s degree in metallurgical machinery from Beijing Iron and Steel +Institute Branch ( ̏ԯ፻᚛ኪ৫ʱ৫, the predecessor of Shougang Institute of Technology (፻ʈኪ৫) +in the PRC in July 1987, and a master’s degree in business administration from Peking University ( ̏ԯ +ɽኪ) in the PRC in July 1998. +Mr. Sha served as a director of Beijing Aiermu Technology Co., Ltd. (ʮ̡), +which was established on February 28, 2014 engaging in cloud-based video development business and was +dissolved by striking off on March 20, 2024. Based on public search and as confirmed by Mr. Sha, it was +dissolved due to such company’s failure to conduct its annual report filing for no business activity or +ceased to have business prior to the dissolution. Mr. Sha further confirmed that, to his best knowledge, (i) +such dissolved company was solvent immediately prior to its strike off and had no outstanding claim or +liabilities arising from any material non-compliance incidents, and he has not received any notification on +annual filing requirement of such company; (ii) he has not received any notification in respect of penalty, +acting or proceeding from the competent authorities in the PRC as a result of the strike off; and (iii) he +is not aware of any actual or potential claim which has been or will be made against him as a result of +the strike off. Accordingly, to the best of knowledge, information and after due enquiry of our Directors, +there was no proceeding or finding of fraud, dishonesty, misconduct or wrongful act on the part of Mr. Sha +for such dissolution. Based on the foregoing, the Directors consider that such dissolution should not +materially and negatively affect Mr. Sha’s suitability as a Director in accordance with Rules 3.08 and 3.09 +of the Listing Rules. +In respect of the dissolution of Beijing Aiermu Technology Co., Ltd., based on (i) Mr. Sha’s +confirmations above; (ii) public information, inquiries with Mr. Sha and information available to Joint +Sponsors, including but not limited to background search and litigation search conducted by an +DIRECTORS AND SENIOR MANAGEMENT +– 204 – + + +--- page 214 --- +independent third party; (iii) the PRC Legal Advisor’s view that the dissolution due to such company’s +failure to commence operations after six months from its incorporation or cease operations for more than +six months after commencement of operations arbitrarily without any justification is not a type of +incidents that is considered to have an adverse effect on the suitability of a director; (iv) the Directors’ +view that such dissolution should not negatively affect Mr. Sha’s suitability as a Director in accordance +with Rules 3.08 and 3.09 of the Listing Rules; and also considering (v) Mr. Sha’s experience acting as a +director in other listed companies during or after the period when Mr. Sha was a director of Beijing Aiermu +Technology Co., Ltd. as disclosed above, nothing has come to the attention of the Joint Sponsors to cause +them to reasonably doubt on Mr. Sha’s suitability to be a Director of the Company. +Independent Non-executive Directors +Dr. Chu Xiaowen ( Ⴃወ˖), aged 48, is an independent non-executive Director of our Company. Dr. +Chu joined our Company and was appointed as an independent non-executive Director in August 2025, +responsible for providing independent advice on the operations and management of our Group. +Dr. Chu has over 21 years of experience in higher education and academic research. Prior to joining +our Company, Dr. Chu held various academic positions including an assistant professor, an associate +professor, a professor, and the Associate Head of Department of Computer Science of Hong Kong Baptist +University from September 2003 to August 2021, and he has served as a professor at The Hong Kong +University of Science and Technology (Guangzhou) since September 2021, where he is responsible for +teaching and research in the field of Data Science and Analytics. +Dr. Chu obtained a bachelor’s degree in computer science and technology from Tsinghua University +(૶ശɽኪ) in the PRC in July 1999 and a doctoral degree in computer science from The Hong Kong +University of Science and Technology in Hong Kong in November 2003. +Mr. Jie Donghui (ሾ), aged 50, is an independent non-executive Director. Mr. Jie joined our +Company and was appointed as an independent non-executive Director in August 2025. Mr. Jie is +responsible for providing independent advice on the operations and management of our Group. +Mr. Jie has extensive experience in artificial intelligence industry. Prior to joining our Company, +from January 2015 to January 2019, Mr. Jie served as a vice president in Shanghai Xiangting Culture +Propagation Limited (ʮ̡), a company primarily engaged in the operation of +online audio platforms, where he was responsible for the artificial intelligence hardware. From May 2017 +to December 2020, he held various positions including served as a software architect and the vice president +of smart ecosystem during his tenure in Baidu (China) Co., Ltd. (ܓ(ʕ਷)ʮ̡), where he was +responsible for application of artificial intelligence. From January 2021 to May 2025, he worked at +Shanghai Xiaodu Technology Co., Ltd. (ʮ̡), a company primarily engaged in +artificial intelligence technology, and he worked at Manpower Enterprise Management Consulting +(Shanghai) Co., Ltd. since June 2025. +Mr. Jie obtained a bachelor’s degree in microelectronics from Fudan University ( ూ͇ɽኪ)i nt h e +PRC in July 1998. +Mr. Jie served as a director of TpTech Limited (ʮ̡) prior to its dissolution. +Based on public search and Mr. Jie’s confirmation, such company was established on July 15, 2013 and +was dissolved by striking off on March 17, 2017 due to its failure to conduct annual inspection for no +business activity or ceased to have business prior to the dissolution. Mr. Jie further confirmed that, to the +best of his knowledge, (i) such dissolved company was solvent immediately prior to its strike off and had +no outstanding claim or liabilities arising from any material non-compliance incidents, and he had not +received any notification regarding the annual inspection requirement for companies without business +activities; (ii) he has not received any notification in respect of penalty, acting or proceeding from the +competent authorities in Hong Kong as a result of the strike off; and (iii) he is not aware of any actual +or potential claim which has been or will be made against him as a result of the strike off. Accordingly, +to the best of knowledge, information and after due enquiry of our Directors, there was no proceeding or +DIRECTORS AND SENIOR MANAGEMENT +– 205 – + + +--- page 215 --- +finding of fraud, dishonesty, misconduct or wrongful act on the part of Mr. Jie for such dissolution. Based +on the foregoing, the Directors consider that such dissolution should not materially and negatively affect +Mr. Jie’s suitability as a Director in accordance with Rules 3.08 and 3.09 of the Listing Rules. +In respect of the dissolution of TpTech Limited, based on (i) Mr. Jie’s confirmations above; (ii) +public information, inquiries with Mr. Jie and information available to Joint Sponsors, including but not +limited to background search and litigation search conducted by an independent third party; (iii) the +Directors’ view that such dissolution should not negatively affect Mr. Jie’s suitability as a Director in +accordance with Rules 3.08 and 3.09 of the Listing Rules; and also considering (iv) such dissolution +occurred some time ago and it has no subsequent proceeding, nothing has come to the attention of the Joint +Sponsors to cause them to reasonably doubt on Mr. Jie’s suitability to be a Director of the Company. +Ms. Cheung Suet Fong (ٹ)aged 42, is an independent non-executive Director. Ms. Cheung +joined our Company and was appointed as an independent non-executive Director in August 2025, +responsible for providing independent advice on the operations and management of our Group. +Ms. Cheung has over 20 years of experience in accounting. Prior to joining our Company, Ms. +Cheung has served as an associate partner in Prime & Co. Certified Public Accountants since June 2005, +where she was responsible for consultancy, accounting, auditing and taxation-related works. +Ms. Cheung obtained a bachelor’s degree in business administration in accounting from Hong Kong +University of Science and Technology in Hong Kong in November 2005. +Ms. Cheung is a certified public accountant of Accounting and Financial Reporting Council since +January 2025. +SENIOR MANAGEMENT +Dr. Li Mengxiong ( ҽྫྷඪ), aged 48, is the chairman of the Board, an executive Director and the +chief executive officer of our Company. See “—Directors—Executive Directors” for his biographical +details. +Mr. Zhu Shouteng ( ϡςᙜ), aged 43, is an executive Director and the president of our Company. +See “—Directors—Executive Directors” for his biographical details. +Mr. Li Shuguang ( ҽᏣΈ), aged 49, is an executive Director and the vice president of our Company. +See “—Directors—Executive Directors” for his biographical details. +Ms. Xu Y alei ( ஢ඩᑜ), aged 33, is the chief financial officer of our Company. Ms. Xu joined our +Company since March 2022. Ms. Xu was appointed as the chief financial officer of our Company in +October 2024 and was appointed as our joint company secretary in August 2025, responsible for +overseeing our Company’s overall financial management, capital market affairs, legal affairs and internal +control. +Ms. Xu has over 10 years of experience in the financial services industry and in the investment and +finance management related to the semiconductor industry. Prior to joining our Company, from April 2019 +to February 2022, Ms. Xu worked as a private equity investor at SL Capital (ࠢ +ʮ̡), a semiconductor focused investment firm jointly managed by Legend Capital Co., Ltd. ( ёᑌ༟͉ +ʮ̡) and SK Group. +Ms. Xu obtained a master’s degree in business administration with a concentration in finance from +China Europe International Business School ( ʕᆄ਷ყʈਠኪ৫) in the PRC in April 2019. +Ms. Xu obtained the Fund Practitioner Qualification Certificate (ᗇ) issued by the +Asset Management Association of China (ุ՘ึ) in January 2020. +DIRECTORS AND SENIOR MANAGEMENT +– 206 – + + +--- page 216 --- +Save as disclosed in this section, none of our Directors and senior management held directorships +in any public companies the securities of which are listed on any securities market in Hong Kong or +overseas in the three years immediately preceding the Latest Practicable Date. +As at the Latest Practicable Date, save as disclosed in this section, there were no other matters +relating to the appointment of our Directors that need to be brought to the attention of the Shareholders +and there was no other information relating to our Directors that is required to be disclosed pursuant to +Rule 13.51(2) of the Listing Rules. +Please refer to “4. Disclosure of Interests” in Appendix IV to this prospectus for the interests of our +Directors and chief executive in our Shares within the meaning of Part XV of the SFO. +JOINT COMPANY SECRETARIES +Ms. Xu Y alei ( ஢ඩᑜ) was appointed as one of our joint company secretaries since August 2025. Ms. +Xu is the chief financial officer of our Company. For details, see “—Senior Management.” +Ms. Shum Kit Han ( Ҋᆎ㛮) was appointed as one of our joint company secretaries since August +2025. She currently serves as a manager from Company Secretarial Services of Vistra Group. She is +responsible for providing company secretarial and compliances services to listed companies. +Ms. Shum has over 10 years of experience in company secretary and corporate governance field. She +obtained her master’s degree in professional accounting and corporate governance in July 2015 and her +bachelor’s degree in English for professional communication in November 2005, both from the City +University of Hong Kong. She also obtained her executive diploma in anti-money laundering and +counter-terrorist financing from the University of Hong Kong School of Professional and Continuing +Education in October 2022, and a diploma in Spanish as a foreign language in September 2023. +Ms. Shum is a fellow member of the Hong Kong Chartered Governance Institute; a Chartered +Secretary, a Chartered Governance Professional and a fellow member of The Chartered Governance +Institute in the United Kingdom, and a member of the executive committee of the Mexican Chamber of +Commerce in Hong Kong. +BOARD COMMITTEES +Our Company has established three committees under the Board, namely the Audit Committee, the +Remuneration and Appraisal Committee and the Nomination Committee. +Audit Committee +The Audit Committee consists of three Directors, namely Ms. Cheung Suet Fong, Mr. Jie Donghui +and Mr. Chu Xiaowen, with Ms. Cheung Suet Fong currently serving as the chairman. Ms. Cheung Suet +Fong has the appropriate professional qualification and experiences as required under Rules 3.10(2) and +3.21 of the Listing Rules. The Audit Committee is mainly responsible for reviewing and overseeing the +financial reporting procedure, risk management and internal control system of our Group and has the terms +of reference in compliance with the relevant PRC laws and regulations and Rule 3.21 of the Listing Rules +and paragraph D.3 of part 2 of the Corporate Governance Code as set out in Appendix C1 to the Listing +Rules. +Remuneration and Appraisal Committee +The Remuneration and Appraisal Committee consists of three Directors, namely Mr. Jie Donghui, +Mr. Chu Xiaowen and Dr. Li, with Mr. Jie Donghui currently serving as the chairman. The Remuneration +and Appraisal Committee is mainly responsible for evaluating the remuneration policies for Directors and +senior management of our Group and making recommendations thereon to the Board and has the terms of +reference in compliance with relevant laws and regulations of the PRC and paragraph E.1 of part 2 of the +Corporate Governance Code as set out in Appendix C1 to the Listing Rules. +DIRECTORS AND SENIOR MANAGEMENT +– 207 – + + +--- page 217 --- +Nomination Committee +The Nomination Committee consists of three Directors, namely Dr. Li, Mr. Jie Donghui and Ms. +Cheung Suet Fong, with Dr. Li currently serving as the chairlady. The Nomination Committee is mainly +responsible for identifying, screening and recommending to the Board qualified candidates to serve as the +Directors and senior management and monitoring the procedures for evaluating the performance of the +Board and has the terms of reference in compliance with the relevant laws and regulations of the PRC and +paragraph B.3 of part 2 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules. +DIVERSITY POLICY OF THE BOARD +The Board has adopted a board diversity policy (the “Board Diversity Policy”) in order to enhance +the effectiveness of our Board and to maintain high standard of corporate governance. The Board Diversity +Policy sets out the criteria in selecting candidates to our Board, including but not limited to gender, age, +cultural and educational background, ethnicity, professional experience, skills, knowledge and length of +service. The ultimate decision will be based on merit and contribution that the selected candidates will +bring to our Board. +Our Directors have a balanced mix of knowledge and skills, including but not limited to overall +business management, finance and accounting, robot technology and law. Our Board is of the view that +our Board satisfies the Board Diversity Policy. Two of our Directors are female. Our Board will also +ensure that appropriate balance of gender diversity is achieved with reference to investors’ expectation, +and international and local recommended best practices. +The Nomination Committee is responsible for reviewing the diversity of the Board. After Listing, the +Nomination Committee will monitor and evaluate the implementation of the Board Diversity Policy from +time to time to ensure its continued effectiveness. The Nomination Committee will also include in +successive annual reports a summary of the Board Diversity Policy, including any measurable objectives +set for implementing the Board Diversity Policy and the progress on achieving these objectives. +CORPORATE GOVERNANCE +Our Directors recognize the importance of good corporate governance in management and internal +procedures so as to achieve effective accountability. Save as disclosed below, our Group is expected to +comply with the code provisions of the Corporate Governance Code as set out in Appendix C1 to the +Listing Rules. +Pursuant to code provision C.2.1 of Part 2 of the Corporate Governance Code, companies listed on +the Stock Exchange are expected to comply with, but may choose to deviate from the requirement that the +roles of chairman and chief executive should be separate and should not be performed by the same +individual. We do not have a separate chairman and chief executive. Dr. Li currently performs these two +roles. Our Board believes that vesting the roles of both the chairman of our Board and chief executive +officer in the same person has the benefit of (1) ensuring consistent leadership within our Company, (2) +enabling more effective and efficient overall strategic planning for our Company, and (3) facilitating the +flow of information between the management and our Board. Our Board considers that the balance of +power and authority for the present arrangement will not be impaired and this structure will enable our +Company to make and implement decisions promptly and effectively. Our Board will continue to review +and consider splitting the roles of the chairman of our Board and the chief executive officer of our +Company at a time when it is appropriate by taking into account the circumstances of our Company as a +whole. +COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT +The compensation and remuneration of the Directors and members of the senior management of our +Company are determined by the Shareholders’ meetings and the Board as appropriate in the form of +salaries and bonuses. Our Company also reimburses them for expenses which are necessary and reasonably +DIRECTORS AND SENIOR MANAGEMENT +– 208 – + + +--- page 218 --- +incurred in providing services to our Company or discharging their duties in relation to the operations of +our Company. When reviewing and determining the specific remuneration packages for our Directors and +members of the senior management of our Company, the Shareholders’ meetings and the Board take into +account factors such as salaries paid by comparable companies, time commitment, level of responsibilities, +employment elsewhere in our Group and desirability of performance-based remuneration. As required by +the relevant PRC laws and regulations, our Company also participates in various defined contribution +plans organized by relevant provincial and municipal government authorities and welfare schemes for +employees of our Company, including medical insurance, injury insurance, unemployment insurance, +pension insurance, maternity insurance and housing provident fund. +Our Company offers executive Directors and senior management members, who are our employees, +compensation in the form of salaries, bonuses, social security plans, housing provident fund plans and +other benefits. The independent non-executive Directors receive compensation based on their +responsibilities. +The aggregate amounts of remuneration of the Directors for the three years ended December 31, +2025, were RMB4.3 million, RMB4.4 million and RMB4.1 million, respectively. +The aggregate amounts of remuneration of the five highest paid individuals, excluding Directors and +chief executive, for the three years ended December 31, 2025, were RMB10.9 million, RMB9.9 million +and RMB10.0 million, respectively. +It is estimated that remuneration equivalent to approximately RMB4.7 million in aggregate in cash +will be paid to the Directors by our Company for the year ending December 31, 2026, based on the +arrangements in force as of the date of the prospectus. +No remuneration was paid by our Company to the Directors or the five highest paid individuals as +inducement to join or upon joining our Company or as a compensation for loss of office during the Track +Record Period. Furthermore, none of the Directors had waived or agreed to waive any remuneration during +the Track Record Period. +COMPLIANCE ADVISOR +Our Company appointed Maxa Capital Limited as the compliance advisor pursuant to Rules 3A.19 +of the Listing Rules, and the compliance advisor will advise our Company as to compliance with the +Listing Rules and other applicable laws, rules, codes and guidelines. Pursuant to Rule 3A.23 of the Listing +Rules, the compliance advisor will advise our Company in the following circumstances: +(i) before the publication of any regulatory announcement, circular or financial report; +(ii) where a transaction, which might be a notifiable or connected transaction, is contemplated, +including share issues and share repurchases; +(iii) where our Company proposes to use the proceeds of the Global Offering in a manner that is +different from that detailed in this prospectus or where our business activities, developments +or results deviate from any forecasts, estimates or other information in this prospectus; and +(iv) where the Stock Exchange makes an inquiry of our Company regarding unusual movements in +the price or trading volume of the Shares, the possible development of a false market in the +Shares or any other matters. +Pursuant to Rule 3A.24 of the Listing Rules, the compliance advisor will, on a timely basis, inform +our Company of any amendment or supplement to the Listing Rules that are announced by the Stock +Exchange. The compliance advisor will also inform our Company of any new or amended law, regulation +or code in Hong Kong applicable to us, and advise us on the applicable requirements under the Listing +Rules and laws and regulations. +DIRECTORS AND SENIOR MANAGEMENT +– 209 – + + +--- page 219 --- +The terms of the appointment of the compliance advisor will commence on the Listing Date and end +on the date when our Company distributes the annual report of its financial results for the first full +financial year commencing after the Listing Date. +CORE R&D TEAM MEMBERS +For further details of the experience of our core R&D team members, see “Business—Research and +Development—Our R&D Team and Core Members” in this prospectus. +CONFIRMATION FROM OUR DIRECTORS +Rule 8.10 of the Listing Rules +Each of our Directors confirms that, as of the Latest Practicable Date, he or she did not have any +interest in any business which competes, or is likely to compete, directly or indirectly, with our business, +and requires disclosure under Rule 8.10 of the Listing Rules. +Rule 3.09D of the Listing Rules +Each of our Directors confirms that he or she (1) has obtained the legal advice referred to under Rule +3.09D of the Listing Rules on August 29, 2025; and (2) 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 confirms (1) his/her independence as regards each +of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules; (2) that he/she has no past or present +financial or other interest in the business of our Company or our subsidiaries or any connection with any +core connected person of our Company under the Listing Rules as of the Latest Practicable Date; and (3) +that there are no other factors that may affect his/her independence at the time of his/her appointment. +DIRECTORS AND SENIOR MANAGEMENT +– 210 – + + +--- page 220 --- +To the best of our Directors’ knowledge and information, the following persons will, immediately +following the completion of the Global Offering and the Conversion of Unlisted Shares into H Shares, +have interests or short positions in our Shares or underlying Shares which would be required to be +disclosed to our Company and the Stock Exchange pursuant to Divisions 2 and 3 of Part XV of the SFO +or will, directly or indirectly, be interested in 10% or more of the nominal value of any class of share +capital carrying rights to vote in all circumstances at any general meeting of our Company: +As of the Latest Practicable Date +Immediately following the completion of the Global +Offering and the Conversion of Unlisted Shares into +H Shares (without taking into account any Shares that +may be issued upon exercise of the Over-allotment +Option and under the 2026 Pre-IPO Share Option +Scheme) +Shareholder Nature of interest +Number of +Unlisted Shares +Approximate +percentage of +shareholding in the +total issued share +capital of our Company +Number of +Shares (3) +Description +of Shares +Approximate +percentage of +shareholding in the +total issued share +capital of our Company +Dr. Li /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Beneficial owner 34,130,460 10.48% 34,130,460 H Shares 9.00% +Interest in controlled +corporation (1)(4)(5) +57,301,400 17.60% 57,301,400 H Shares 15.12% +Interest held jointly +with another +person +(2) +13,586,460 4.17% 13,586,460 H Shares 3.58% +Beneficial owner (7) 13,458,647 4.13% 13,458,647 Unlisted +Shares +3.55% +Mr. Li /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Beneficial owner 13,586,460 4.17% 13,586,460 H Shares 3.58% +Interest held jointly +with another +person +(2) +91,431,860 28.08% 91,431,860 H Shares 24.12% +Beneficial owner (7) 611,757 0.19% 611,757 Unlisted +Shares +0.16% +Shanghai Chuangyingrui /H1100Beneficial owner (1) 29,631,720 9.10% 29,631,720 H Shares 7.82% +Shanghai Y aojun +Management +Consulting Co., Ltd. +(ࠢ +ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Interest in controlled +corporation +(4) +32,462,700 9.97% 32,462,700 H Shares 8.56% +Interest in controlled +corporation (5) +24,838,700 7.63% 24,838,700 H Shares 6.55% +Shanghai Yingzhixin +Enterprise Management +Partnership Enterprise +(Limited Partnership) +(Άุ၍ଣΥ +ྫΆุ(Υྫ)) /H1100/H1100/H1100 +Interest in controlled +corporation +(4) +29,631,720 9.10% 29,631,720 H Shares 7.82% +Zhu Shouteng ( ϡςᙜ) /H1100Interest in controlled +corporation (4) +29,631,720 9.10% 29,631,720 H Shares 7.82% +Beneficial owner (7) 3,262,703 1.00% 3,262,703 Unlisted +Shares +0.86% +SUBSTANTIAL SHAREHOLDERS +–2 1 1– + + +--- page 221 --- +As of the Latest Practicable Date +Immediately following the completion of the Global +Offering and the Conversion of Unlisted Shares into +H Shares (without taking into account any Shares that +may be issued upon exercise of the Over-allotment +Option and under the 2026 Pre-IPO Share Option +Scheme) +Shareholder Nature of interest +Number of +Unlisted Shares +Approximate +percentage of +shareholding in the +total issued share +capital of our Company +Number of +Shares (3) +Description +of Shares +Approximate +percentage of +shareholding in the +total issued share +capital of our Company +Shanghai Ruizhichuang +Enterprise Management +Partnership Enterprise +(Limited Partnership) +(ɪऎቚʘ௴Άุ၍ଣΥ +ྫΆุ(Υྫ)) /H1100/H1100/H1100 +Interest in controlled +corporation +(4) +29,631,720 9.10% 29,631,720 H Shares 7.82% +Shanghai Ruixinchuang /H1100Beneficial owner (1) 24,838,700 7.63% 24,838,700 H Shares 6.55% +Shanghai Ruizhixin +Enterprise Management +Partnership Enterprise +(Limited Partnership) +(Άุ၍ଣΥ +ྫΆุ(Υྫ)) /H1100/H1100/H1100 +Interest in controlled +corporation +(5) +24,838,700 7.63% 24,838,700 H Shares 6.55% +Xu Hongru (ν) /H1100/H1100/H1100Interest in controlled +corporation (5) +24,838,700 7.63% 24,838,700 H Shares 6.55% +Shanghai Ruizhiying +Enterprise Management +Partnership Enterprise +(Limited Partnership) +(Άุ၍ଣΥ +ྫΆุ(Υྫ)) /H1100/H1100/H1100 +Interest in controlled +corporation +(5) +24,838,700 7.63% 24,838,700 H Shares 6.55% +Hai Feng Investment /H1100/H1100/H1100Beneficial owner (6) 20,963,160 6.44% 20,963,160 H Shares 5.53% +Mixed Reform Fund /H1100/H1100/H1100Beneficial owner (6) 19,701,600 6.05% 19,701,600 H Shares 5.20% +Jingwei /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Beneficial owner (6) 19,547,160 6.00% 19,547,160 H Shares 5.16% +(1) As of the Latest Practicable Date, Dr. Li controls each of Shanghai Chuangyingrui, Shanghai Ruixinchuang and +Gongqingcheng SENASIC. Under the SFO, Dr. Li is deemed to be interested in the entire Shares held by each of +Shanghai Chuangyingrui, Shanghai Ruixinchuang and Gongqingcheng SENASIC. +(2) Dr. Li and Mr. Li are acting in concert. Under the SFO, each of Dr. Li and Mr. Li is deemed to be interested in the +entire interest held by each other. +(3) The number of Shares is presented based on the assumption that the Share Subdivision is completed. +(4) The general partner of Shanghai Chuangyingrui and Gongqingcheng SENASIC is Shanghai Y aojun Management +Consulting Co., Ltd., which is wholly owned by Dr. Li. Shanghai Yingzhixin Enterprise Management Partnership +Enterprise (Limited Partnership) and Shanghai Ruizhichuang Enterprise Management Partnership Enterprise (Limited +Partnership) holds approximately 40.88% and 32.30% limited partnerships in Shanghai Chuangyingrui, respectively. +Shanghai Yingzhixin Enterprise Management Partnership Enterprise (Limited Partnership) is controlled by Shanghai +Y aojun Management Consulting Co., Ltd., its general partner, and is owned as to 80.92% by Zhu Shouteng, one of its +limited partners. Shanghai Ruizhichuang Enterprise Management Partnership Enterprise (Limited Partnership) is +controlled by Shanghai Y aojun Management Consulting Co., Ltd., its general partner, and is owned as to 89.17% by +Dr. Li, one of its limited partners. Save as disclosed above, no other limited partners holds more than one third of +limited partnership in the foregoing limited partnership. As such, each of Shanghai Y aojun Management Consulting +Co., Ltd., Shanghai Yingzhixin Enterprise Management Partnership Enterprise (Limited Partnership), Zhu Shouteng, +Shanghai Ruizhichuang Enterprise Management Partnership Enterprise (Limited Partnership) and Dr. Li is deemed to +be interested in the Shares held by Shanghai Chuangyingrui under the SFO. +SUBSTANTIAL SHAREHOLDERS +– 212 – + + +--- page 222 --- +(5) The general partner of Shanghai Ruixinchuang is Shanghai Y aojun Management Consulting Co., Ltd. Shanghai +Ruizhixin Enterprise Management Partnership Enterprise (Limited Partnership) and Shanghai Ruizhiying Enterprise +Management Partnership Enterprise (Limited Partnership) holds 66.31% and 33.69% limited partnership of Shanghai +Ruixinchuang, respectively. Shanghai Ruizhixin Enterprise Management Partnership Enterprise (Limited Partnership) +is controlled by Shanghai Y aojun Management Consulting Co., Ltd., its general partner and owned as to 37.12% by +Xu Hongru, one of its limited partners. Shanghai Ruizhiying Enterprise Management Partnership Enterprise (Limited +Partnership) is controlled by Shanghai Y aojun Management Consulting Co., Ltd., its general partner and owned as to +42.80% by Dr. Li, one of its limited partners. Save as disclosed above, no other limited partners holds more than one +third of limited partnership in the foregoing limited partnership. As such, each of Shanghai Y aojun Management +Consulting Co., Ltd., Shanghai Ruizhixin Enterprise Management Partnership Enterprise (Limited Partnership), Xu +Hongru, Shanghai Ruizhiying Enterprise Management Partnership Enterprise (Limited Partnership) and Dr. Li is +deemed to be interested in the Shares held by Shanghai Ruixinchuang under the SFO. +(6) See “History, Development and Corporate Structure—Pre-IPO Investments” for details of the beneficial interests of +such investor. +(7) Represents relevant personnel’s entitlement to receive up to such number of Shares pursuant to the exercise of options +granted to him under the 2026 Pre-IPO Share Option Scheme, subject to the conditions (including vesting conditions) +of those options. +Save as disclosed above and in “Appendix IV—Statutory and General Information” of this +prospectus, our Directors are not aware of any person who will, immediately following the completion of +the Global Offering and the Conversion of Unlisted Shares into H Shares (and the offering of any +additional H Shares pursuant to the Over-allotment Option or the 2026 Pre-IPO Share Option Scheme), +have an interest or short position in the Shares or underlying shares of our Company which would be +required to be disclosed to our Company and the Stock Exchange under Divisions 2 and 3 of Part XV of +the SFO or will, directly or indirectly, be interested in 10% or more of the nominal value of any class of +share capital carrying rights to vote in all circumstances at general meetings of our Company or any other +members of our Group. +SUBSTANTIAL SHAREHOLDERS +– 213 – + + +--- page 223 --- +This section presents certain information regarding our share capital prior to and following the +completion of the Global Offering and the Conversion of Unlisted Shares into H Shares. +BEFORE THE GLOBAL OFFERING +As of the Latest Practicable Date and immediately prior to the Global Offering and the Conversion +of Unlisted Shares into H Shares, the registered and issued share capital of our Company was +RMB16,281,741, comprising 325,634,820 Unlisted Shares with a nominal value of RMB0.05 each. +UPON COMPLETION OF THE GLOBAL OFFERING +Immediately following completion of the Global Offering and the Conversion of Unlisted Shares into +H Shares, without taking into account any Shares that may be issued upon exercise of the Over-allotment +Option and under the 2026 Pre-IPO Share Option Scheme, the registered and issued share capital of our +Company will be as follows: +Description of Shares Number of Shares +Approximate +percentage of the +enlarged issued +share capital after +the Global +Offering +Unlisted Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– +H Shares converted from Unlisted Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100325,634,820 85.91% +H Shares to be issued under the Global Offering /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110053,407,000 14.09% +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100379,041,820 100.00% +See “—Conversion of Unlisted Shares into H Shares” below for details of the identities of our Shareholders whose Shares +will remain as Unlisted Shares and whose Shares will be converted into H Shares upon Listing. +Immediately following completion of the Global Offering and the Conversion of Unlisted Shares into +H Shares, assuming that the Over-allotment Option is fully exercised and without taking into account any +Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share +Option Scheme, our registered and issued share capital will be as follows: +Description of Shares Number of Shares +Approximate +percentage of the +enlarged issued +share capital after +the Global +Offering +Unlisted Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– +H Shares converted from Unlisted Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100325,634,820 84.13% +H Shares to be issued under the Global Offering /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110061,418,000 15.87% +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100387,052,820 100.00% +See “—Conversion of Unlisted Shares into H Shares” below for details of the identities of our Shareholders whose Shares +will remain as unlisted Shares and whose Shares will be converted into H Shares upon Listing. +OUR SHARES +Upon completion of the Global Offering and the Conversion of Unlisted Shares into H Shares, the +Shares will consist of Unlisted Shares and H Shares. Unlisted Shares and H Shares are all ordinary Shares +in the share capital of our Company. Apart from certain qualified domestic institutional investors in the +SHARE CAPITAL +– 214 – + + +--- page 224 --- +PRC, the qualified PRC investors under the Shanghai-Hong Kong Stock Connect and the Shenzhen- Hong +Kong Stock Connect and other persons who are entitled to hold our H Shares pursuant to relevant PRC +laws and regulations or upon approvals of any competent authorities, H Shares generally cannot be +subscribed for by or traded between legal or natural PRC persons. Unlisted Shares can only be subscribed +for by and traded between legal or natural PRC persons, qualified foreign institutional investors and +foreign strategic investors. H Shares may only be subscribed for and traded in Hong Kong dollars. Unlisted +Shares, on the other hand, may only be subscribed for and transferred in Renminbi. Unlisted Shares and +H Shares are regarded as one class of Shares under our Articles of Association. Our Unlisted Shares are +not listed or traded on any stock exchange. +RANKING +Save as described in this prospectus, Unlisted Shares and H Shares shall rank pari passu with each +other in all other respects and, in particular, will rank equally for dividends or distributions declared, paid +or made. All dividends in respect of the H Shares are to be paid by us in Hong Kong dollars whereas all +dividends in respect of Unlisted Shares are to be paid by us in Renminbi. In addition to cash, dividends +may be distributed in the form of Shares. For holders of H Shares, dividends in the form of Shares will +be distributed in the form of additional H Shares. For holders of Unlisted Shares, dividends in the form +of Shares will be distributed in the form of additional Unlisted Shares. +CONVERSION OF UNLISTED SHARES INTO H SHARES +According to stipulations made by the State Council’s securities regulatory authority and the Articles +of Association, our Unlisted Shares may be converted into H Shares, and such converted H Shares may +be listed or traded on an overseas stock exchange, provided that prior to the conversion and trading of such +converted Shares, the requisite internal approval processes have been duly completed and the approvals +from the relevant PRC regulatory authorities, including the CSRC, and the relevant overseas stock +exchange have been obtained. In addition, such conversion, trading and listing shall in all respects comply +with the regulations prescribed by the State Council’s securities regulatory authorities and the regulations, +requirements and procedures prescribed by the relevant overseas stock exchange. +The Conversion of Unlisted Shares into H Shares will involve an aggregate of 325,634,820 Unlisted +Shares held by 47 existing Shareholders (the “Full Circulation Participating Shareholders”), representing +all the total issued Shares of our Company as of the Latest Practicable Date and approximately 85.91% +of the total enlarged issued Shares of our Company upon completion of the Conversion of Unlisted Shares +into H Shares and the Global Offering (without taking into account any Shares that may be issued upon +exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme). +If any other of the Unlisted Shares are to be converted, listed and traded as H Shares on the Stock +Exchange, such conversion, listing and trading will need the approval of the relevant PRC regulatory +authorities, including the CSRC, and the approval of the Stock Exchange. We will apply for the listing of +all or any portion of the Unlisted Shares on the Stock Exchange as H Shares to ensure that the conversion +process can be completed promptly upon notice to the Stock Exchange and delivery of Shares for entry +on the H Share register. Approval of Shareholders at a general meeting is not required for the listing and +trading of the converted Shares on an overseas stock exchange. +Listing Review and Approval by the CSRC +In accordance with the Guidelines for Applying “Full Circulation” for Domestic Unlisted Shares of +H-share Listed Companies (H΅͡ሗ“ஷ”ˏ) and Trial Administrative +Measures and relevant five guidelines announced by the CSRC, H-share listed companies which apply for +the conversion of domestic unlisted shares into H shares for listing and circulation on the Stock Exchange +shall conform to relevant regulations promulgated by the CSRC, and authorize the company to file with +the CSRC on their behalf. +We have filed with the CSRC for, and received the filing notice from the CSRC dated January 30, +2026 in relation to the Global Offering and the conversion of 325,634,820 Unlisted Shares (taking into +account the Share Subdivision) into H Shares on a one-for-one basis upon Listing. +SHARE CAPITAL +– 215 – + + +--- page 225 --- +Listing Approval by the Stock Exchange +We have applied to the Listing Committee of the Stock Exchange for the granting of listing of, and +permission to deal in, our H Shares to be issued pursuant to the Global Offering (including any H Shares +which may be issued pursuant to the exercise of the Over-allotment Option) and to be converted from +325,634,820 Unlisted Shares and the Shares to be issued pursuant to the exercise of options under the 2026 +Pre-IPO Share Option Scheme, which is subject to the approval by the Stock Exchange. +We will perform the following procedures for the Conversion of Unlisted Shares into H Shares after +receiving the approval of the Stock Exchange: (1) giving instructions to our H Share Registrar regarding +the relevant share certificates of the converted H Shares; and (2) enabling the converted H Shares to be +accepted as eligible securities by HKSCC for deposit, clearance and settlement in the CCASS. The Full +Circulation Participating Shareholders may only deal in the H Shares upon completion of the domestic +procedures as disclosed in this section. +TRANSFER OF SHARES ISSUED PRIOR TO THE GLOBAL OFFERING +The PRC Company Law provides that in relation to the public offering of a company, the shares +issued prior to the public offering shall not be transferred within a period of one year from the date on +which the publicly offered shares are listed on any stock exchange. Accordingly, Shares issued by our +Company prior to the Listing Date shall be subject to this statutory restriction and not be transferred within +a period of one year from the Listing Date. +REGISTRATION OF SHARES NOT LISTED ON AN OVERSEAS STOCK EXCHANGE +According to the Guidelines for the “Full Circulation” Program for Domestic Unlisted Shares of +H-share Listed Companies (H΅͡ሗ“ஷ”ˏ) announced by the CSRC, the +domestic shareholders of unlisted shares shall handle share transfer registration business in accordance +with the relevant business rules of CSDC. Further, H-share companies should submit the relevant status +reports to the CSRC within 15 days after the transfer registration with the CSDC of the shares involved +in the application is completed. +CIRCUMSTANCES UNDER WHICH GENERAL MEETING IS REQUIRED +For details of circumstances under which our Shareholders’ general meeting is required, please see +“Appendix III—Shareholders and Shareholders’ Meetings—General Rules for Shareholders’ Meetings” in +this prospectus. +SHARE CAPITAL +– 216 – + + +--- page 226 --- +You should read the following discussion and analysis in conjunction with our audited +consolidated financial statements, including the notes thereto included in the Accountants’ Report +set out in Appendix I to this prospectus. You should read the entire Accountants’ Report in Appendix +I to this prospectus and not rely merely on the information contained in this section. The +Accountants’ Report has been prepared in accordance with the HKFRS Accounting Standards, which +may differ in material aspects from generally accepted accounting principles in other jurisdictions. +Our historical results do not necessarily indicate results expected for any future periods. The +following discussion and analysis contain forward-looking statements that reflect our current views +with respect to future events and financial performance that involve risks and uncertainties. These +statements are based on our assumptions and analysis in light of our experience and perception of +historical trends, current conditions and expected future developments, as well as other factors we +believe are appropriate under the circumstances. However , whether actual outcomes and +developments will meet our expectations and predictions depends on a number of risks and +uncertainties. In evaluating our business, you should carefully consider the information provided in +the sections headed “Forward-looking Statements” and “Risk Factors” in this prospectus. +OVERVIEW +We are a top provider of wireless sensor SoCs globally, dedicated to providing innovative sensor +chips. We are the third largest automotive wireless sensor SoC company globally and the largest +automotive wireless sensor SoC company in China in terms of revenue in 2025, according to the F&S +report. We offer a comprehensive portfolio of sensor SoC products for a broad array of sensing settings, +primarily including: (1) intelligent tire sensing SoCs; (2) BMS SoCs; (3) USI SoCs; and (4) others, such +as USS SoCs. As of December 31, 2025, the cumulative shipment volume of our automotive sensor SoCs +reached 241.9 million units. +Our revenue was RMB223.5 million, RMB347.5 million and RMB477.9 million in 2023, 2024 and +2025, respectively. We recorded gross profit RMB37.1 million, RMB70.6 million and RMB133.6 million +in 2023, 2024 and 2025, respectively, and loss for the year of RMB355.8 million, RMB351.3 million and +RMB330.6 million in the same periods, respectively. We recorded adjusted loss for the year (non-HKFRS +measure) of RMB187.5 million, RMB97.2 million and RMB31.9 million in the same periods, respectively. +KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS +Our results of operations are influenced by general factors that shape the markets that we operate in, +as well as such factors that similarly affect other industry players. For instance, our results of operations +are affected by the growing adoption of NEVs globally in recent years, in particular that in China, the +related development of safety and other standards and the changes in vehicle design. Specifically, we have +benefited from the rapid development of the wireless sensor SoC market, as evidenced by the rapid sales +growth of our intelligent tire sensing SoCs during the Track Record Period. According to the F&S report, +it is expected that the global market size of automotive wireless sensor SoCs in terms of revenue will +increase from RMB4.3 billion in 2026 to RMB25.1 billion in 2030, at a CAGR of 55.3%. We expect to +continue to leverage from the market tailwinds of the wireless sensor SoC industry to drive our sales and +revenue growth in the future. In particular, we expect that our wBMS product will be one of our next +growth engines. According to the F&S report, the market for wBMS SoC is projected for long-term +growth, with global revenue increasing from RMB0.1 billion in 2027 to RMB22.2 billion by 2030, at a +CAGR of 457.5%. +As a sensor SoC provider, we offer our products to downstream sectors (e.g., automotive OEMs and +Tier 1 suppliers, and energy storage enterprises), which will then integrate and deploy our products in their +end products or operations (e.g., vehicles and energy storage systems). Due to the nature of such product +applications, our results of operations are much influenced by demand-side evolvements of our +downstream sectors. We have a proven track record in serving the automotive-grade sector, which has +FINANCIAL INFORMATION +– 217 – + + +--- page 227 --- +witnessed significant market growth and, in the meantime, undergone fundamental developments in terms +of technological advancements and the establishment and elevation of industry standards, such as the +formulation of various safety and performance standards of relevant parts and components for EVs. +Guided by our “Product-market Fit” principle and innovation-led value proposition, we have been able to +capitalize on the significant business opportunities in the automotive sector by precisely and timely +matching our capabilities with high-growth application scenarios, such as in intelligent tire sensing and +BMS. As a result, our rapid expansion during the Track Record Period was also partly propelled by the +strong demand-side growth and heightened industry requirements over the same period. Going forward, +we expect that similar downstream evolvements will have continual impacts on our performance, and we +intend to reinforce our product and technology advantages and address downstream demands that enable +us to capture favorable market trends and compete effectively. +In addition to these general factors, our results of operations are also affected by the following +company-specific factors. +Our Ability to Develop Competitive Products and Address Downstream Demands +The competitiveness of our sensor SoC products, in particular our wireless sensor SoC products, is +the pillar of our business strengths and key to our financial performance. Since our inception, we have +invested significant resources in and curated a strong product portfolio winning high market recognition, +which has contributed significantly to our revenue growth. We are the third largest automotive wireless +sensor SoC company globally and the largest automotive wireless sensor SoC company in China in terms +of revenue in 2025, according to the F&S report. During the Track Record Period, our total revenue +increased from RMB223.5 million for 2023 to RMB347.5 million for 2024, and further to RMB477.9 +million for 2025. Such growth was underpinned by the competitiveness of the relevant products, including +their technological and functional advantages and the close fit of such products with imminent market +needs. +To achieve further growth, we must ensure the market position of our existing products and innovate +new products to tap in the underserved or unserved business opportunities. The competitiveness of our +sensor SoCs depends on a variety of internal and external factors. As the sensor SoC sector, in particular +wireless sensor SoC segment, is characterized by high technical requirements, continual technology +advancements, frequent product innovations and elevating industry standards, the competitiveness of our +sensor SoCs is highly dependent on our ability to constantly align ourselves with these goals in a manner +that outperforms our peers. This in turn mandates us, among others, to reinforce our technology advantage +and strengthen our R&D capabilities. Specifically, as our products are deployed by our customers in their +end products or operations, our ability to understand, address and even predict their needs, keep up with +industry trends and standards and develop products tailored to such needs and trends effectively is crucial +to the value of our products to customers. Moreover, due to the nature of the applications of our products, +the competitiveness of our products also depends on the degree of cost-savings and engineering efficiency, +satisfaction of compliance requirements and other practical benefits that our products can bring to our +customers. In addition, the competitiveness of our products remains to be affected by the general industry +landscape, including the products and solutions offered by other domestic and international players and the +relative benefits and costs of our products versus theirs. +Going forward, we expect that the robustness of our existing product portfolio, such as our TPMS +SoCs and BMS SoCs, will continue to empower our near-term growth. Moreover, as we have set our +foothold in wBMS SoCs under our technology roadmap and been establishing our early-mover advantages +in this high-potential market segment, we also expect to drive our mid- and long-term growth with our +wBMS SoCs. In addition, while we expect to broaden and deepen the applications of our products in the +automotive-grade sector, thereby enhancing the efficiency of our monetization efforts, we also intend to +extend our product portfolio to suitable adjacent fields, such as energy storage and industrial electronics +sectors, to diversify our revenue streams and growth engines. +FINANCIAL INFORMATION +– 218 – + + +--- page 228 --- +Our Technological Advantages and R&D Capabilities +We have built our accomplishments to date upon our technological advantages, which supports the +competitiveness of our products and empowers efficient product innovations and development. Since our +inception, we have established a proprietary sensor SoC platform that integrates sensing, processing and +wireless transmission capabilities, coupled with wireless radio frequency technologies, automotive-grade +capabilities and engineering capabilities, which together form our technology foundation. We believe that +these technological advantages will continue to underpin our commercial success. +Our R&D capabilities are the cornerstone of our technology advantage, enabling our product +development, upgrades and extension. We have steadily invested substantial resources in our R&D efforts +since our inception. We expect to continue to invest substantial resources in our R&D efforts, including +harnessing our R&D team with relevant knowledge, expertise and acumen, and engaging in R&D activities +for product development, upgrades and extension and technology enhancements. As a result, our research +and development costs may fluctuate along with, among others, development progress of our new products +and the recruitment, retention and incentivization of our R&D personnel. To the extent that we increase +our investments in R&D personnel and activities, our research and development costs may increase in +absolute amount and/or as a percentage of our total revenue and operating expenses. In addition, our R&D +activities come with uncertainties in the process and outcome, and we may not predict the results of and +return on such investment, which may in turn affect our results of operations. +Effectiveness, Stability and Resilience of Our Supply Chain +Our supply chain capabilities are crucial to our ability to constantly deliver high-quality products +that satisfy customer requirements, as well as our ability to achieve cost management and improve +profitability. Under our fabless model, we focus on the R&D and design of SoCs while outsourcing wafer +fabrication, chip packaging and testing to third parties. We have established long collaborations with a +number of leading foundries and packaging and testing service providers with rich experience in +automotive-grade products, to ensure the integrity and stability of our supply chain, which are pivotal to +our proven record of mass production and successful delivery. Our ability to maintain stable and virtuous +business relationship with these suppliers, collaborate with them in a cohesive and efficient manner and +secure their capacity on favorable or reasonable commercial terms that meet our requirements is essential +to our fulfillment capabilities. +Similar to other fabless players in the semiconductor industry, our cost of sales, gross profit and +results of operations are structurally affected by global and local supply chain status of the semiconductor +sector, the availability, abundance and timeliness of raw materials and our suppliers’ manufacturing +capacity. These factors will affect our cost level, in particular our materials costs which have a vital impact +on our profitability, and we may adjust our stock preparation and procurement strategies from time to time +in light of these evolving supply chain conditions, which may affect our margin. Our cost of sales +amounted to RMB186.3 million, RMB276.9 million and RMB344.3 million for 2023, 2024 and 2025, +respectively, representing 83.4%, 79.7% and 72.0% of our total revenue for the same periods, respectively. +Our cost of sales primarily consisted of materials costs and processing costs. Our materials costs amounted +to RMB118.4 million, RMB154.7 million and RMB204.7 million for 2023, 2024 and 2025, respectively, +representing 63.6%, 55.9% and 59.4% of our total cost of sales for the same periods, respectively. +Specifically, we incurred heightened cost of sale in 2023 as we consumed the relevant inventories that we +had procured in advance in light of the cyclical impact of the semiconductor sector supply chain, which +had lowered our profit margin in 2023. For details, see “—Period to Period Comparison of Results of +Operations.” We expect that our results of operations will continue to be affected by changes in the supply +chain, as well as our strategies in response to these supply chain fluctuations. +FINANCIAL INFORMATION +– 219 – + + +--- page 229 --- +Our Ability to Achieve Operating Efficiency +As we expanded our scale of operations, our ability to achieve operating efficiency has become more +important to our results of operations. Specifically, our results of operations are also affected by our +operating expenses, including our selling and marketing costs and administrative expenses. While we +recorded greater selling and marketing costs and administrative expenses during the Track Record Period, +in line with our expanded scale of operations, we were able to maintain these expenses at reasonable levels +compared with our growth. Our selling and marketing costs amounted to RMB11.5 million, RMB15.8 +million and RMB19.7 million for 2023, 2024 and 2025, respectively, representing 5.1%, 4.5% and 4.1% +of our total revenue for the same periods, respectively. Our administrative expenses amounted to RMB41.0 +million, RMB45.0 million and RMB65.4 million for 2023, 2024 and 2025, respectively, representing +18.3%, 12.9% and 13.7% of our total revenue for the same periods, respectively. Going forward, we may +continue to incur increasing operation expenses due to increased employee headcount and greater +operating expenditure to meet the increasing needs of our business operations. Our profitability will also +depend on, among others, our ability to enhance operating efficiency, attain economies of scale and +achieve operating leverage to keep these costs at levels commensurate with our business growth. +BASIS OF PREPARATION +The historical financial information has been prepared in accordance with all applicable HKFRS +Accounting Standards, which collective term includes all applicable individual HKFRS Accounting +Standards, Hong Kong Accounting Standards and Interpretations issued by the Hong Kong Institute of +Certified Public Accountants (the “HKICPA”). +The HKICPA has issued a number of new and revised HKFRS Accounting Standards. For the purpose +of preparing this historical financial information, we have adopted all applicable new and revised HKFRS +Accounting Standards to the Track Record Period, except for any new standards or interpretations that are +not yet effective for the Track Record Period. The revised and new accounting standards and +interpretations issued but not yet effective for the Track Record Period are set out in Note 32 to the +Accountants’ Report in Appendix I to this prospectus. +MATERIAL ACCOUNTING POLICIES, ESTIMATES AND JUDGMENTS +We have identified certain accounting policies that are significant to the preparation of our +consolidated financial statements. Some of our accounting policies require us to apply estimates and +assumptions as well as complex judgments related to accounting items. The estimates and assumptions we +use and the judgments we make in applying our accounting policies have a significant impact on our +financial position and operational results. Results may differ from these estimates under different +assumptions and conditions. +Our management continually evaluates such estimates, assumptions and judgments based on +historical experience and other assumptions which our management believes to be reasonable under the +circumstances. +We set forth below accounting policies that we believe involve the most significant estimates, +assumptions and judgments used in the preparation of our financial statements. Our material accounting +policy information, as well as our key source of estimation uncertainties, which is important for +understanding our financial condition and results of operations, set forth in Notes 2 and 3 to the +Accountants’ Report in Appendix I to this prospectus. +Revenue from Contracts with Customers +We principally generate revenue from sales of high-performance automotive-grade chips and power +ICs products. We are the principal for our revenue transactions and recognize revenue on a gross basis. +In determine whether we act as principal or as an agent, we consider whether we obtain control of the +products before they are transferred to the customers. Control refers to our ability to direct the use of and +obtain substantially all of the remaining benefits from the products. +FINANCIAL INFORMATION +– 220 – + + +--- page 230 --- +Revenue from sales of our products is recognized when the customer takes possession of and accepts +the products. +Revenue excludes value added tax or other sales taxes and is after deduction of other sales taxes or +any trade discounts. +Inventories +Inventories are carried at the lower of cost and net realizable value. +Cost is calculated using the weighted average cost formula and comprises all costs of purchase, costs +of conversion and other costs incurred in bringing the inventories to their present location and condition. +Net realizable 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 sale. +Goodwill +Goodwill arising on acquisition of business is measured at cost less accumulated impairment losses +and is tested annually for impairment. +Impairment of goodwill +We determine whether goodwill acquired through business combinations is impaired at least on an +annual basis. This requires an estimation of the value in use of the cash-generating units to which the +goodwill is allocated. An impairment loss is recognized in profit or loss if the carrying amount of the +goodwill, or the cash-generating units to which it belongs, exceeds their recoverable amount. +Property, Plant and Equipment +Property, plant and equipment are stated at cost less accumulated depreciation and impairment +losses. +If significant parts of an item of property, plant and equipment have different useful lives, then they +are accounted for as separate items (major components). +Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or +loss. +Depreciation is calculated to write off the cost or valuation of items of property, plant and equipment +less their estimated residual values, if any, using the straight-line method over their estimated useful lives, +and is generally recognized in profit or loss. +The estimated useful lives for the current and comparative periods are as follows: +Equipment and machinery /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 years +V ehicles /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 years +Office equipment and furniture /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003-5 years +Leasehold improvements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Shorter of useful lives or lease term +Depreciation methods, useful lives and residual values are reviewed at each reporting date and +adjusted if appropriate. +FINANCIAL INFORMATION +– 221 – + + +--- page 231 --- +Construction in progress represents property, plant and equipment under construction and equipment +pending installation, and is stated at cost less impairment losses. Capitalization of construction in progress +costs ceases and the construction in progress is transferred to property, plant and equipment when +substantially all of the activities necessary to prepare the assets for their intended use are completed. +No depreciation is provided in respect of construction in progress until it is substantially completed +and ready for its intended use. +Impairment Assessment for Non-financial Assets +At each reporting date of the Track Record Period, our Directors had performed the necessary +assessment in accordance with IAS 36, based on the assessment made by us: + the long-term non-financial assets (e.g. property, plant and equipment, right-of-use assets, and +intangible assets) of a cash-generating unit (“CGU”) related to sales of automotive chips; and + the goodwill and intangible assets identified through business acquisition, together with other +long-term non-financial assets of the other CGU related to sales of consumer electronics chips. +Assessment of impairment on CGU of automotive electronics sector +The automotive electronics sector is in loss-making position during the Track Record Period. During +the respective ramp-up periods along with the rapid development of the automotive electronics industry, +we need to invest a significant amount of technical and management personnel expenses as well as R&D +materials with only a limited amount of revenue and relatively low gross profit margin achieved in their +early stage of market or clients’ expansion. Throughout the Track Record Period and in the near future, +we expect that, with our business expansion in automotive electronics market and the enhanced net profit +generation capacity, we will further achieve a substantial increase in revenue and gross profit, thus +achieving breakeven of net profit in the near future and subsequently realize profitability. In view of the +above, we have concluded that no indication of impairment is identified either at the level of an individual +asset or the CGU that would trigger an impairment testing during the Track Record Period. +Assessment of impairment on CGU of consumer electronics sector +Despite that the actual financial performance of consumer electronic sector did not meet the forecast +made at the time of acquisition, it was still in a continuous profit-making position during the Track Record +Period. In view of this, we have concluded that no indication of impairment is identified on the +non-financial assets. As of December 31, 2025, the non-financial assets of consumer electronics sector +mainly consisted of machinery equipment and right-of-use assets with carrying amount of RMB0.4 +million. +Financial Instruments Issued to Investors +We recognize as a financial liability our obligation to purchase our own equity instruments for cash +or another financial asset. The financial liability is measured at the highest present value of the settlement +amounts that can arise. Any changes in the carrying amount of the financial liability arising from the +remeasurement of the redemption amount is recognized in profit or loss. We derecognize the financial +liability when, and only when, our obligation is discharged, canceled or has expired. +FINANCIAL INFORMATION +– 222 – + + +--- page 232 --- +RESULTS OF OPERATIONS +The following table sets forth a summary of our consolidated statements of profit or loss and other +comprehensive income items for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Revenue Amount +%o f +Revenue Amount +%o f +Revenue +(RMB in thousands, except for percentages) +Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0 +Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(186,337) (83.4) (276,936) (79.7) (344,273) (72.0) +Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,146 16.6 70,604 20.3 133,588 28.0 +Other net income/(losses) /H1100/H1100/H1100(1,376) (0.6) (1,805) (0.5) 5,478 1.1 +Selling and marketing costs /H1100/H1100(11,455) (5.1) (15,794) (4.5) (19,656) (4.1) +Administrative expenses /H1100/H1100/H1100/H1100(40,951) (18.3) (44,984) (12.9) (65,353) (13.7) +Research and development +costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(95,891) (42.9) (107,901) (31.0) (101,531) (21.2) +Impairment losses on +goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(76,136) (34.1) – – – – +Loss from operations /H1100/H1100/H1100/H1100/H1100/H1100(188,663) (84.4) (99,880) (28.6) (47,474) (9.9) +Other finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,231) (1.0) (298) (0.1) (802) (0.2) +Changes in the carrying +amount of liabilities +recognized for financial +instruments issued to +investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(164,506) (73.6) (251,161) (72.3) (282,288) (59.1) +Loss before taxation /H1100/H1100/H1100/H1100/H1100/H1100(355,400) (159.0) (351,339) (101.0) (330,564) (69.2) +Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(401) (0.2) – – – – +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (159.2) (351,339) (101.0) (330,564) (69.2) +Non-HKFRS Measure +To supplement our consolidated financial statements which are presented in accordance with the +HKFRS Accounting Standards, we also use adjusted loss for the year (non-HKFRS measure) as additional +financial measure, which is not required by, or presented in accordance with, the HKFRS Accounting +Standards. We believe that such non-HKFRS measure facilitate comparisons of operating performance +from period to period and company to company by eliminating potential impacts of certain items. We +believe that such 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 loss for the year (non-HKFRS measure) may not be comparable to +similarly titled measures presented by other companies. The use of such non-HKFRS measure has +limitations as an analytical tool, and you should not consider them in isolation from, or as substitute for +analysis of, our results of operations or financial condition as reported under HKFRS Accounting +Standards. +We define adjusted loss for the year (non-HKFRS measure) as loss for the year adjusted for listing +expenses, changes in the carrying amount of liabilities recognized for financial instruments issued to +investors and equity-settled share-based payment expenses. Listing expenses were incurred with the +Global Offering and Listing. Equity-settled share-based payment expenses are non-cash expenses arising +from the share incentives that we grant to employees. Changes in the carrying amount of liabilities +recognized for financial instruments issued to investors represent changes in the carrying amount of our +Shares with preferential rights, which are measured at the higher amount expected to be paid to the +investors upon redemption or liquidation, which is assumed to be at the dates of issuance and at the end +of each reporting period. We do not expect to record any further changes in the carrying amount of such +FINANCIAL INFORMATION +– 223 – + + +--- page 233 --- +Shares as they will be redesignated to equity upon the completion of the Listing. The following table sets +out a reconciliation from adjusted loss for the year (non-HKFRS measure) loss for the year presented in +accordance with the HKFRS Accounting Standards. +Y ear ended December 31, +2023 2024 2025 +(RMB in thousands) +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (330,564) +Add: listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 14,224 +Add: changes in the carrying amount of +liabilities recognized for financial instruments +issued to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100164,506 251,161 282,288 +Add: equity-settled share-based payment +expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,819 2,978 2,176 +Adjusted loss for the year (non-HKFRS +measure) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(187,476) (97,200) (31,876) +KEY COMPONENTS OF OUR CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND +OTHER COMPREHENSIVE INCOME +Revenue +During the Track Record Period, we primarily generated revenue from the sales of (1) intelligent tire +sensing SoCs; (2) BMS SoCs; and (3) USI SoCs. See “Business—Our Products.” In 2023, 2024 and 2025, +our revenue was RMB223.5 million, RMB347.5 million and RMB477.9 million, respectively. We began +to generate revenue in connection with our wBMS SoCs in 2025. The following table sets forth a +breakdown of our revenue by product type and further by customer type for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Total Amount +%o f +Total Amount +%o f +Total +(RMB in thousands, except for percentages) +Intelligent tire sensing +SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110086,157 38.6 208,587 60.0 291,178 60.9 +– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H110052,096 23.4 128,056 36.8 201,559 42.2 +– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,061 15.2 80,531 23.2 89,619 18.7 +BMS SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,912 21.0 42,739 12.3 66,938 14.0 +– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H110027,760 12.4 2,571 0.7 6,497 1.4 +– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,152 8.6 40,168 11.6 60,441 12.6 +USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,569 38.3 89,120 25.6 114,613 24.0 +– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H110025,172 11.3 25,009 7.2 37,328 7.8 +– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110060,397 27.0 64,111 18.4 77,285 16.2 +Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,845 2.1 7,094 2.1 5,132 1.1 +– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H11004,840 2.1 7,055 2.0 4,321 0.9 +– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 0.0 39 0.1 811 0.2 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 100.0 347,540 100.0 477,861 100.0 +(1) Others primarily include USS SoCs and other products and services ancillary to our provision of SoCs. +FINANCIAL INFORMATION +– 224 – + + +--- page 234 --- +Cost of Sales +In 2023, 2024 and 2025, our cost of sales was RMB186.3 million, RMB276.9 million and RMB344.3 +million, respectively, representing 83.4%, 79.7% and 72.0% of our revenue for the same periods, +respectively. Our cost of sales primarily consists of (1) materials costs, mainly including costs of wafers, +sensors and electronic components; and (2) processing costs, mainly including costs of packaging and +testing services. The following table sets forth a breakdown of our cost of sales by nature for the periods +indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Total Amount +%o f +Total Amount +%o f +Total +(RMB in thousands, except for percentages) +Materials costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100118,448 63.6 154,673 55.9 204,660 59.4 +Processing costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110063,264 34.0 119,047 43.0 134,003 38.9 +Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,625 2.4 3,216 1.1 5,610 1.6 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100186,337 100.0 276,936 100.0 344,273 100.0 +(1) Others primarily include depreciation and amortization expenses. +Gross Profit and Gross Profit Margin +In 2023, 2024 and 2025, our gross profit was RMB37.1 million, RMB70.6 million and RMB133.6 +million, respectively, representing gross profit margin of 16.6%, 20.3% and 28.0%, respectively. The +following table sets forth a breakdown of our gross profit and gross profit margin by product type and +further by customer type for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Gross +profit/ +(loss) +Gross +profit/ +(loss) +margin +Gross +profit +Gross +profit +margin +Gross +profit +Gross +profit +margin +(RMB) (%) (RMB) (%) (RMB) (%) +(RMB in thousands, except for percentages) +Intelligent tire sensing +SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,251) (9.6) 23,349 11.2 59,013 20.3 +– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,748) (7.2) 17,412 13.6 41,079 20.4 +– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,503) (13.2) 5,937 7.4 17,934 20.0 +BMS SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,997 42.6 16,027 37.5 23,772 35.5 +– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H110015,187 54.7 1,427 55.5 2,089 32.2 +– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,810 25.1 14,600 36.3 21,683 35.9 +USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,163 28.2 29,136 32.7 50,149 43.8 +– Tier 1 suppliers /H1100/H1100/H1100/H1100/H1100/H1100/H11002,591 10.3 8,907 35.6 15,834 42.4 +– Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,572 35.7 20,229 31.6 34,315 44.4 +Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,237 N/M 2,092 N/M 654 12.7 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,146 16.6 70,604 20.3 133,588 28.0 +FINANCIAL INFORMATION +– 225 – + + +--- page 235 --- +Other Net Income or Losses +We recorded other net income of RMB5.5 million in 2025. We recorded other net losses of RMB1.4 +million and RMB1.8 million in 2023 and 2024, respectively. Our other net income or losses primarily +consist of (1) government grants, mainly including subsidies received from the government for the +encouragement of research and development projects; (2) net realized and unrealized gain or losses on +financial assets measured at FVPL, mainly representing (i) fair value gains of our wealth management +products; and (ii) fair value changes of our investment in the equity interests a semiconductor company; +(3) interest income on deposits; and (4) net foreign exchange gain or loss mainly related to U.S. dollars. +The following table sets forth a breakdown of our other net income or losses for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +(RMB in thousands) +Interest income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,306 1,283 1,815 +Net realized and unrealized gain/(losses) on +financial assets measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,417) (3,903) 2,586 +Net loss on disposal of property, plant and +equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6) (183) – +Government grants /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,007 3,629 4,621 +Net foreign exchange gain/(loss), net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(270) (724) (3,151) +Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 (1,907) (393) +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,376) (1,805) 5,478 +Selling and Marketing Costs +In 2023, 2024 and 2025, our selling and marketing costs were RMB11.5 million, RMB15.8 million +and RMB19.7 million, respectively, representing 5.1%, 4.5% and 4.1% of our revenue for the same +periods, respectively. Our selling and marketing costs primarily consist of (1) employee benefit expenses, +mainly representing salaries, wages and bonuses and share-based compensation for our sales personnel; +(2) advertising and promotion service expenses; and (3) traveling and business development expenses. The +following table sets forth a breakdown of our selling and marketing costs for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Total Amount +%o f +Total Amount +%o f +Total +(RMB in thousands, except for percentages) +Employee benefit expenses /H1100/H11008,662 75.6 11,156 70.6 12,807 65.2 +Advertising and promotion +service expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100766 6.7 2,682 17.0 5,363 27.3 +Traveling and business +development expenses /H1100/H1100/H1100/H11001,086 9.5 1,248 7.9 844 4.3 +Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100941 8.2 708 4.5 642 3.3 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,455 100.0 15,794 100.0 19,656 100.0 +(1) Primarily included rental fees and transportation expenses, as well as other miscellaneous selling and marketing costs. +FINANCIAL INFORMATION +– 226 – + + +--- page 236 --- +Administrative Expenses +In 2023, 2024 and 2025, our administrative expenses were RMB41.0 million, RMB45.0 million and +RMB65.4 million, respectively, representing 18.3%, 12.9%, and 13.7% of our revenue for the same +periods, respectively. Our administrative expenses primarily consist of (1) employee benefit expenses, +mainly representing salaries, wages and bonuses and share-based compensation for our administrative +personnel; (2) depreciation and amortization expenses; (3) professional service fees, which mainly +represented legal fees, audit fees and valuation service fees; and (4) administrative activity expenses. The +following table sets forth a breakdown of our administrative expenses for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Total Amount +%o f +Total Amount +%o f +Total +(RMB in thousands, except for percentages) +Employee benefit expenses /H1100/H110030,852 75.3 31,178 69.3 38,037 58.2 +Depreciation and amortization +expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,732 11.6 5,234 11.6 5,439 8.3 +Professional service fees /H1100/H1100/H1100/H11001,496 3.7 3,326 7.4 1,820 2.8 +Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 14,224 21.8 +Administrative activity +expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,661 4.0 2,048 4.6 2,168 3.3 +Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,210 5.4 3,198 7.1 3,665 5.6 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,951 100.0 44,984 100.0 65,353 100.0 +(1) Primarily included utilities, offices and property management expenses, as well as other miscellaneous administrative +expenses. +Research and Development Costs +In 2023, 2024 and 2025, our research and development costs were RMB95.9 million, RMB107.9 +million and RMB101.5 million, respectively, representing 42.9%, 31.0% and 21.2% of our revenue for the +same periods, respectively. Our research and development costs primarily consist of (1) employee benefit +expenses mainly representing salaries, wages and bonuses and share-based compensation for our research +and development personnel; (2) materials, testing and verification expenses, mainly including outsourced +service fees, materials and testing fees and processing fees; and (3) depreciation and amortization +expenses. The following table sets forth a breakdown of our research and development costs for the +periods indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Total Amount +%o f +Total Amount +%o f +Total +(RMB in thousands, except for percentages) +Employee benefit expenses /H1100/H110074,127 77.3 71,770 66.5 67,744 66.7 +Materials, testing and +verification expenses /H1100/H1100/H1100/H1100/H110014,065 14.7 28,829 26.7 28,190 27.8 +Depreciation and +amortization /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,160 4.3 5,296 4.9 4,651 4.6 +Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,539 3.7 2,006 1.9 946 0.9 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095,891 100.0 107,901 100.0 101,531 100.0 +(1) Primarily included traveling expenses, as well as other miscellaneous research and development costs. +FINANCIAL INFORMATION +– 227 – + + +--- page 237 --- +Impairment Losses on Goodwill +Our impairment losses on goodwill primarily arose from our acquisition of Gainsil. Through a series +of transactions from March 2022 to October 2022, we acquired all of the equity interests in Gainsil, and +we obtained control of Gainsil and began to consolidate their results of operations from May 2022. In +2023, Gainsil’s revenue amounted to RMB56.3 million, with a gross profit margin of 46.2% and a net +profit of RMB8.4 million. Our management’s forecast assumption of the future consumer electronics +industry development at the time of acquisition in 2022 was consistent with the market expectations at the +relevant time. However, our goodwill was fully impaired during 2023, mainly because after pandemic, the +slower economic recovery than expected led to a decrease in consumer purchasing power, which had +negative impact to the end-user demand, leading to significant discrepancies between key assumptions and +the actual. The amount of goodwill recognized with the initial acquisition of Gainsil was RMB76.1 +million, which represented the difference between the net identifiable assets attributable to our Group of +RMB42.1 million and the cash consideration of RMB118.2 million. We recorded impairment losses on +goodwill of RMB76.1 million in 2023, which represented an impairment in full of the goodwill arising +from the acquisition of Gainsil, due to the business and financial performance of Gainsil. +Impairment tests for cash-generating units containing goodwill +Our management performed an impairment assessment, assisted by an external valuer, to determine +the recoverable amount of CGU on goodwill as of December 31, 2023. Based on the management’s +assessment result, we recognized an impairment loss of goodwill of RMB76.1 million for 2023. +The recoverable amount of the CGU is determined based on value-in-use calculations. These +calculations use cash flow projections based on financial budgets approved by management covering a +five-year period. The discount rate used is pre-tax and reflects specific risks relating to the relevant +industry, the CGU itself and macro-environment. +The key inputs and assumptions used in the impairment tests are as follows: +As of +December 31, +2023 +Growth rate of revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100-21.8%-13.6% +Growth rate beyond the forecast period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.2% +Pre-tax discount rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017.4% +Other Finance Costs +Our other finance costs primarily consist of interest on loans and borrowings and lease liabilities. In +2023, 2024 and 2025, our other finance costs were RMB2.2 million, RMB0.3 million and RMB0.8 million, +respectively. +Changes in the Carrying Amount of Liabilities Recognized for Financial Instruments Issued to +Investors +We had changes in the carrying amount of liabilities recognized for financial instruments issued to +investors of RMB164.5 million, RMB251.2 million and RMB282.3 million in 2023, 2024 and 2025, +respectively. Such item mainly represented the fair value changes of the financial instruments issued to +investors. See Note 26 of the Accountants’ Report in Appendix I to this prospectus. +Income Tax Expense +We recorded income tax expense of RMB0.4 million, nil and nil in 2023, 2024 and 2025, +respectively. +During the Track Record Period and up to the Latest Practicable Date, we had paid all relevant taxes +when due and there were no matters in dispute or unresolved with the relevant tax authorities. +FINANCIAL INFORMATION +– 228 – + + +--- page 238 --- +The following description sets forth a summary of our major income tax exposures. +Pursuant to the EIT Law, our Company and our subsidiaries established and operated in the PRC are +liable for EIT at a rate of 25% unless otherwise specified. +According to the EIT Law and its relevant regulations, entities that qualified as HNTEs are entitled +to a preferential income tax rate of 15%. Our Company obtained the certificate of HNTE in 2020 and +renewed in 2023 and was subject to income tax rate at 15% in the Track Record Period. Shanghai +SENASIC obtained the certificate of HNTE in November 2023 and was subject to income tax rate at 15% +from January 1, 2023 to December 31, 2025. Gainsil obtained the certificate of HNTE in 2018 and +renewed in 2021 and 2024 and was subject to income tax rate at 15% during the Track Record Period. +Under the PRC EIT Law and its relevant regulations, 100% additional tax deduction is allowed for +qualified research and development costs in the Track Record Period. +For details, see Note 7 to the Accountants’ Report in Appendix I to this prospectus. +PERIOD TO PERIOD COMPARISON OF RESULTS OF OPERATIONS +Y ear ended December 31, 2025 Compared to Y ear ended December 31, 2024 +Revenue +Our revenue increased by 37.5% from RMB347.5 million in 2024 to RMB477.9 million in 2025, +primarily due to the increases in revenue from intelligent tire sensing SoCs, BMS SoCs and USI SoCs. + Intelligent tire sensing SoCs . Our revenue from intelligent tire sensing SoCs increased by +39.6% from RMB208.6 million in 2024 to RMB291.2 million in 2025, primarily due to the +increase in the sales volume of our intelligent tire sensing SoCs driven by the enhanced market +recognition and customer demand of our products, in particular the demand from certain major +customers such as Customer B (for details, see “Business—Customers”). The sales volume of +our intelligent tire sensing SoCs increased from 32.4 million units for 2024 to 44.7 million +units for 2025. + BMS SoCs . Our revenue from BMS SoCs increased by 56.7% from RMB42.7 million in 2024 +to RMB66.9 million in 2025, primarily due to the increase in the sales volume of our BMS +SoCs driven by the enhanced market recognition and customer demand of our products, in +particular the demand from certain major customers. The sales volume of our BMS SoCs +increased from 2.4 million units for 2024 to 3.8 million units for 2025. We began to generate +revenue in connection with our wBMS SoCs in the first half of 2025. + USI SoCs . Our revenue from USI SoCs increased by 28.6% from RMB89.1 million in 2024 to +RMB114.6 million in 2025, as we received large orders for our USI SoCs from certain existing +customers. The sales volume of our USI SoCs increased from 265.7 million units for 2024 to +323.6 million units for 2025. +Cost of sales +Our cost of sales increased by 24.3% from RMB276.9 million in 2024 to RMB344.3 million in 2025, +primarily due to (1) the increase in materials costs from RMB154.7 million for 2024 to RMB204.7 million +for 2025; and (2) the increase in processing costs from RMB119.0 million for 2024 to RMB134.0 million +for 2025, generally in line with our sales growth over the same period. +FINANCIAL INFORMATION +– 229 – + + +--- page 239 --- +Gross profit and gross profit margin +As a result of the foregoing, our gross profit increased by 89.2% from RMB70.6 million in 2024 to +RMB133.6 million in 2025, generally in line with our overall increase in revenue, along with an increase +in our gross profit margin from 20.3% in 2024 to 28.0% in 2025, driven by the enhanced gross profit +margin of our intelligent tire sensing SoCs and USI SoCs for the reasons discussed below. + Intelligent tire sensing SoCs . The gross profit of our intelligent tire sensing SoCs increased +significantly from RMB23.3 million in 2024 to RMB59.0 million in the same period of 2025, +due to the joint impact of (1) the increase in revenue for the reasons discussed above; and (2) +the increase in gross profit margin of our intelligent tire sensing SoCs from 11.2% in 2024 to +20.3% in 2025, as we generally consumed the remaining high-cost wafers procured historically +in 2024, and we also improved our cost management in 2025 through negotiation of more +favorable pricing terms with our suppliers (for details, see “—Period to Period Comparison of +Results of Operations—Y ear ended December 31, 2024 Compared to Y ear ended December 31, +2023”). + BMS SoCs . The gross profit of our BMS SoCs increased by 48.3% from RMB16.0 million in +2024 to RMB23.8 million in 2025, primarily due to the increase in revenue for the reasons +discussed above. The gross profit margin of our BMS SoCs decreased from 37.5% in 2024 to +35.5% in 2025, as we provided discount to secure certain large orders from two major +customers. Such discount is based on our assessment of the customer’s industry position, the +degree of competition for obtaining such customer’s orders and their actual order status at the +relevant time. We may grant discounts to major customers ranging from approximately 3% to +5% in a typical year. + USI SoCs . The gross profit of our USI SoCs increased from by 72.1% from RMB29.1 million +in 2024 to RMB50.1 million in 2025, due to the joint impact of (1) the increase in revenue for +the reasons discussed above; and (2) the increase in gross profit margin of our USI SoCs from +32.7% in 2024 to 43.8% in 2025, as we consumed in 2024 the remaining wafers procured +earlier at relatively higher prices, whereby our cost for wafers generally halved over the same +periods. +Other net income or losses +We recorded other net loss of RMB1.8 million in 2024 and other net income of RMB5.5 million in +2025, primarily due to (1) the increase in government grants, as we recognized other income associated +with government grants for our R&D achievements in the semiconductors; (2) the change in net realized +and unrealized gain/(losses) on financial assets measured at FVPL from a loss of RMB3.9 million in 2024 +to a gain of RMB2.6 million in 2025, as we recognized fair value loss for our investment in a +semiconductor company in 2024, and we did not recognize similar loss in 2025. +Selling and marketing costs +Our selling and marketing costs increased by 24.5% from RMB15.8 million in 2024 to RMB19.7 +million in 2025, primarily due to the increase in advertising and promotion service fees in line with our +sales efforts to certain customers. +Administrative expenses +Our administrative expenses increased by 45.3% from RMB45.0 million in 2024 to RMB65.4 million +in 2025, primarily due to the increase in listing expenses of RMB14.2 million in 2025 in connection with +the Global Offering and Listing. +Research and development costs +Our research and development costs decreased by 5.9% from RMB107.9 million in 2024 to +RMB101.5 million in 2025, primarily due to the decrease in our employee benefit expenses as we +optimized our R&D team structure in late 2024. +FINANCIAL INFORMATION +– 230 – + + +--- page 240 --- +Changes in the carrying amount of liabilities recognized for financial instruments issued to investors +The changes in the carrying amount of liabilities recognized for financial instruments issued to +investors increased from RMB251.2 million in 2024 to RMB282.3 million in 2025, primarily due to the +fluctuations of our valuation increases over the same periods. +Loss for the year +As a result of the foregoing, our loss for the year decreased by 5.9% from RMB351.3 million for +2024 to RMB330.6 million in 2025. +Y ear ended December 31, 2024 Compared to Y ear ended December 31, 2023 +Revenue +Our revenue increased by 55.5% from RMB223.5 million in 2023 to RMB347.5 million in 2024, +primarily due to the increase in revenue from intelligence tire sensing SoCs. + Intelligent tire sensing SoCs . Our revenue from intelligent tire sensing SoCs increased +significantly from RMB86.2 million in 2023 to RMB208.6 million in 2024, primarily due to +increase in sales volume driven by the enhanced market recognition and customer demand of +our products, in particular the demand from certain major customers such as Customer B and +Customer C (for details, see “Business—Customers”). The sales volume of our intelligent tire +sensing SoCs increased from 12.4 million units for 2023 to 32.4 million units for 2024. + BMS SoCs . Our revenue from BMS SoCs decreased by 8.9% from RMB46.9 million in 2023 +to RMB42.7 million in 2024, as we provided discount to secure certain large orders from one +major customer. We granted a higher level of discount over these periods compared with typical +discounts, based on our judgment of market conditions (i.e., the competition status of similar +products at the customer end and potential competition in the future) and customer transaction +volume with us (i.e., existing transaction volume with such customers in the relevant period, +and potential transaction volume with such customers in the future, such as new or incremental +procurement from us). + USI SoCs . Our revenue from USI SoCs remained relatively stable at RMB85.6 million and +RMB89.1 million in 2023 and 2024, respectively. +Cost of sales +Our cost of sales increased by 48.6% from RMB186.3 million in 2023 to RMB276.9 million in 2024, +primarily due to (1) the increase in materials costs from RMB118.4 million for 2023 to RMB154.7 million +for 2024; and (2) the increase in processing costs from RMB63.3 million for 2023 to RMB119.0 million +for 2024, which was generally in line with our sales growth over the same periods. +Gross profit and gross profit margin +As a result of the foregoing, our gross profit increased by 90.1% from RMB37.1 million in 2023 to +RMB70.6 million in 2024. Our gross profit margin increased from 16.6% in 2023 to 20.3% in 2024, +primarily due to the improvements of the gross profit margin of intelligent tire sensing SoCs and USI +SoCs, for the reasons discussed below. + Intelligent tire sensing SoCs . We recorded a gross profit of RMB23.3 million for our +intelligent tire sensing product in 2024, compared with a gross loss of RMB8.3 million for the +same in 2023. The gross loss position was primarily due to the higher materials costs in +connection with the consumption of wafers in 2023, which we purchased historically at +relatively higher prices due to the cyclical impact of the semiconductor supply chain. To +FINANCIAL INFORMATION +– 231 – + + +--- page 241 --- +illustrate, the price of 8-inch wafers in China rose significantly from approximately RMB2.9 +thousand per wafer in 2021 to approximately RMB3.7 thousand per wafer in 2022, and then +decreased to approximately RMB3.3 thousand per wafer in 2023 and RMB2.6 thousand per +wafer in 2024. In anticipation of the industry upcycle in 2021, we increased our wafer stock +to ensure stable production and timely delivery to customers amid global supply constraints. As +a result, we consumed wafers purchased at relatively higher prices in 2023, which contributed +to higher material costs and gross loss for our intelligent tire sensing SoCs. For details, see +“Business—Suppliers—Major Suppliers.” As a result of the foregoing improvement from gross +loss to gross profit, we recorded an enhanced gross profit margin of 11.2% of intelligent tire +sensing SoCs for 2024, compared with a gross loss margin of 9.6% for 2023. + BMS SoCs . The gross profit of our BMS SoCs decreased by 19.9% from RMB20.0 million in +2023 to RMB16.0 million in 2024, and the gross profit margin of our BMS SoCs decreased +from 42.6% in 2023 to 37.5% in 2024, primarily due to the adjustment of our pricing for the +reasons discussed above. + USI SoCs . The gross profit of our USI SoCs increased by 20.6% from RMB24.2 million in +2023 to RMB29.1 million in 2024, along with the increased gross profit margin of our USI +SoCs from 28.2% to 32.7% over the same periods, primarily due to the higher materials costs +in connection with the consumption of wafers in 2023 for the reasons discussed above. +Selling and marketing costs +Our selling and marketing costs increased by 37.9% from RMB11.5 million in 2023 to RMB15.8 +million in 2024, primarily due to (1) an increase in employee benefit expenses, mainly due to the increase +in headcount and compensation level of our sales and marketing personnel; and (2) an increase in +advertising and promotion service fees in line with the sales efforts to certain customers. +Administrative expenses +Our administrative expenses increased by 9.8% from RMB41.0 million in 2023 to RMB45.0 million +in 2024, primarily due to an increase in professional service fees in 2024, as we incurred relevant audit, +legal and valuation service fees for our conversion from a limited liability company into a joint stock +limited liability company in 2024. +Research and development costs +Our research and development costs increased by 12.5% from RMB95.9 million in 2023 to +RMB107.9 million in 2024, primarily due to the increase in materials, testing and verification expenses, +driven by the needs of our R&D activities and projects. +Impairment losses on goodwill +We incurred impairment losses on goodwill of RMB76.1 million in 2023, in connection with the +goodwill impairment of Gainsil. We did not incur impairment losses on goodwill in 2024. +Other finance costs +Our other finance costs decreased from RMB2.2 million in 2023 to RMB0.3 million in 2024, +primarily due to a decrease in interest on loans and borrowing, mainly resulting from our repayment of +certain loans and borrowing over the course of 2023. +Changes in the carrying amount of liabilities recognized for financial instruments issued to investors +Our changes in the carrying amount of liabilities recognized for financial instruments issued to +investors increased by 52.7% from RMB164.5 million in 2023 to RMB251.2 million in 2024, primarily +due to the fluctuations of our valuation increases over the same periods. +FINANCIAL INFORMATION +– 232 – + + +--- page 242 --- +Income tax expense +Our income tax expense decreased from RMB0.4 million in 2023 to nil in 2024, primarily due to the +decrease in taxable income of relevant subsidiary. +Loss for the year +As a result of the foregoing, our loss for the year was RMB355.8 million and RMB351.3 million in +2023 and 2024, respectively. +DISCUSSION OF CERTAIN BALANCE SHEET ITEMS +The following table sets forth a summary of our consolidated statements of financial position as of +the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Non-current assets +Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,969 18,657 19,421 +Right-of-use asset /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,519 3,609 7,072 +Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,508 2,900 4,427 +Financial assets at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,037 – – +Goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– – +Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,829 1,608 1,713 +Total non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,862 26,774 32,633 +Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100593,235 665,962 707,840 +Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,114 111,824 163,729 +Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100502,121 554,138 544,111 +Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100542,983 580,912 576,744 +Non-current liabilities +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,433 209 3,229 +Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4,338 4,255 +Financial instruments issued to investors /H1100/H1100/H1100/H11001,379,823 1,735,984 2,048,272 +Total non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,383,256 1,740,531 2,055,756 +Net liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,479,012) +Capital and reserves +Paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,183 – – +Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 16,147 16,282 +Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(855,456) (1,175,766) (1,503,481) +Total equity attributable to equity shareholders +of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,487,199) +Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 8,187 +Total deficit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,479,012) +FINANCIAL INFORMATION +– 233 – + + +--- page 243 --- +The following table sets forth our current assets and current liabilities as of the dates indicated. +As of December 31, As of +April 30, +20262023 2024 2025 +(RMB in thousands) +(Unaudited) +Current assets +Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100128,233 156,650 234,924 312,546 +Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100126,741 107,348 196,348 140,787 +Financial assets at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100233,272 274,704 50,048 174,317 +Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,001 3,080 3,158 3,184 +Pledged bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,183 35,092 22,015 7,372 +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H110098,805 89,088 201,347 209,150 +Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100593,235 665,962 707,840 847,356 +Current liabilities +Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H110086,818 96,328 79,060 56,174 +Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 12,103 81,119 237,024 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,296 3,393 3,550 3,600 +Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,114 111,824 163,729 296,798 +Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100502,121 554,138 544,111 550,558 +Our net current assets increased from RMB502.1 million as of December 31, 2023 to RMB554.1 +million as of December 31, 2024, primarily due to (1) the increase in our financial assets at FVPL; and +(2) the increase in our pledged bank deposits, partially offset by the increases in our loans and borrowings +and trade and other payables. Our net current assets then decreased to RMB544.1 million as of December +31, 2025, primarily due to the increase in the current portion of loans and borrowings. Our net current +assets further increased to RMB550.6 million as of April 30, 2026, primarily due to the increases in +inventories and financial assets at FVPL and the decrease in trade and other payables, partially offset by +an increase in loans and borrowings. +Property, Plant and Equipment +Our property, plant and equipment consist primarily of (1) equipment and machinery; (2) office +equipment and furniture; (3) vehicles; (4) construction in progress; and (5) leasehold improvements. The +following table sets forth the carrying amount of our property, plant and equipment as of the dates +indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Equipment and machinery /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,462 15,122 15,341 +Office equipment and furniture /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100678 1,427 1,381 +V ehicles /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100520 242 51 +Construction in progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,092 – – +Leasehold improvements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,217 1,866 2,648 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,969 18,657 19,421 +Our property, plant and equipment increased from RMB17.0 million as of December 31, 2023 to +RMB18.7 million as of December 31, 2024, primarily due to (1) an addition to construction in progress +of RMB6.2 million representing our procurement of certain equipment and machinery that had yet been +put into use; and (2) an addition to equipment and machinery of RMB1.2 million, partially offset by +disposal of equipment ad machinery of RMB4.2 million and depreciation. In addition, certain construction +in progress of RMB7.3 million was transferred into equipment and machinery and office equipment and +furniture in 2023. Our property, plant and equipment remained relatively stable at RMB19.4 million as of +December 31, 2025. +FINANCIAL INFORMATION +– 234 – + + +--- page 244 --- +Right-of-use Assets +Our right-of-use assets consist primarily of leased offices. Our right-of-use assets decreased from +RMB7.5 million as of December 31, 2023 to RMB3.6 million as of December 31, 2024, primarily due to +the amortization of our right-of-use assets. Our right-of-use assets increased to RMB7.1 million as of +December 31, 2025, primarily due to the addition to our leased offices to meet our business needs. +Intangible Assets +Our intangible assets consist primarily of trademark and software. Our intangible assets decreased +from RMB4.5 million as of December 31, 2023 to RMB2.9 million as of December 31, 2024, primarily +due to amortization. Our intangible assets then increased to RMB4.4 million as of December 31, 2025, +primarily due to additional software procurement, partially offset by amortization. +Financial Assets at FVPL +Our financial assets at FVPL primarily consisted of our investments in wealth management products +and, to a much lesser extent, in unlisted equity securities representing our investment in a semiconductor +company. The fair values of wealth management products have been estimated using a discounted cash +flow valuation model based on assumptions that are not supported by observable market prices or rates. +The valuation requires the Directors of our Company to make estimates about the expected future cash +flows including expected future interest return on maturity of the wealth management products. See Note +19 of the Accountants’ Report in Appendix I to this prospectus. +Our financial assets at FVPL increased from RMB243.3 million as of December 31, 2023 to +RMB274.7 million as of December 31, 2024, primarily due to the increase in our purchase of wealth +management products, partially offset by the decrease in the unlisted equity securities, mainly as a result +of the decrease in the fair value of our investment in a semiconductor company due to its financial +performance. Our financial assets at FVPL decreased from RMB274.7 million as of December 31, 2024 +to RMB50.0 million as of December 31, 2025, representing the fluctuations of the balance of underlying +wealth management products due to redemptions and new purchases. +Our investment policies +We have established fund management regulations (֛to improve the efficiency of our +fund utilization, systematize our fund management and enhance the risk control of our funds. Our fund +management regulations provide for the procedures and policies for purchasing wealth management and +similar products. Transactions involving the purchase of such products exceeding RMB10 million shall be +reported to our general manager for approval prior to execution. We shall obtain quotations from at least +three banks and select product with high overall returns and low risks in principle. The risk profile of the +product shall not exceed our standard, and any purchase exceeding such standard shall be submitted to our +general manager for approval. +Our investment in such wealth management products and structured deposits after the Listing will +be subject to compliance with Chapter 14 of the Listing Rules. +FINANCIAL INFORMATION +– 235 – + + +--- page 245 --- +Inventories +Our inventories consist primarily of (1) raw materials, which mainly consisted of wafers; (2) +semi-finished products and WIP; and (3) finished goods. The following table sets forth the details of our +inventories as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,052 36,134 51,424 +Semi-finished products and WIP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,206 78,053 108,494 +Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,975 42,463 75,006 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100128,233 156,650 234,924 +Our inventories increased from RMB128.2 million as of December 31, 2023 to RMB156.7 million +as of December 31, 2024, and further to RMB234.9 million as of December 31, 2025, in line with the +expanded scale of our business operations and sales. +The following table sets forth an aging analysis of our inventories as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100120,854 146,734 226,465 +1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,379 8,645 7,423 +Over 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,271 1,036 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100128,233 156,650 234,924 +The following table sets forth our inventory turnover days for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Inventory turnover days (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100293 188 208 +(1) The inventory turnover days are calculated by dividing the arithmetic mean of the opening and ending balance of +inventories in that period by cost of sales for the corresponding period and then multiplying by the number of days +in that period (i.e., 365 days for a given year). +Our inventory turnover days decreased from 293 days in 2023 to 188 days in 2024, primarily due to +our sales growth and enhanced supply management, which accelerated the turnover of inventories. Our +inventory turnover days increased slightly to 208 days in 2025, primarily due to the higher inventory +balance as of December 31, 2025 as we stocked up relevant inventories in light of the increase in demand +of our products and projected sales. For details of our inventory management measures, see “—Liquidity +and Capital Resources—Cash Flows.” +We assess the net realizable value (“NRV”) of the inventories as well as the required amount of +writedown of inventories at the end of each reporting period in accordance with IAS 2. As of December +31, 2023, 2024 and 2025, we recorded provision for impairment of inventories of RMB2.6 million and +RMB5.8 million and RMB9.5 million, respectively. NRV is the estimated selling price in the ordinary +course of business less the estimated costs of completion and the estimated costs necessary to make the +sale. These estimates are based on current market condition, contract price of products and the historical +experience of distributing and selling products of similar nature. The writedown of inventories is +calculated based on the NRV of the inventories, which is affected by multiple factors, including but not +FINANCIAL INFORMATION +– 236 – + + +--- page 246 --- +limited to the aging of inventories, the status of inventories (damaged or obsolete) and the estimated +demand of the respective product, etc. In particular, the NRV of the inventories decreases along with the +aging of inventories and the change in market demand of particular product. Having considered (1) current +market condition, contract price of products, the aging of inventories, the status of inventories (damaged +or obsolete) and the estimated demand of the respective product, etc.; (2) the strategy of pre-emptively +increasing inventory level to ensure sufficient supply to meet the growing downstream demands for the +years to come; (3) the subsequent utilization of inventories is consistent with our normal business +practices, and (4) the continuous efforts in product and supply chain management, we are of the view that +sufficient impairment provision for inventories has been made during the Track Record Period and there +is no material risk that the existing inventories cannot be recovered. +We have a relatively long cash conversion cycle. Our cash conversion cycle, calculated as inventory +turnover days in each period plus the trade receivable turnover days in the respective period minus the +trade payables turnover days in the respective period, was 314 days, 217 days and 260 days in 2023, 2024 +and 2025, respectively, which was largely driven by our inventory turnover days for the same periods. See +also “Risk Factors—Risks Related to Our Business and Industry—We are subject to risks related to a +relatively long cash conversion cycle.” +As of April 30, 2026, RMB221.9 million, or 94.5%, of our inventories as of December 31, 2025 had +been subsequently consumed or sold. +Trade and Other Receivables +Our trade and other receivables mainly represented (1) trade and bill receivables from our customers; +(2) prepayments for purchases of inventories and provision of services; (3) V A T recoverable; and (4) +capitalization of listing expenses. The following table sets forth the details of our trade and other +receivables as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Trade receivables, net of loss allowance /H1100/H1100/H1100/H1100/H1100/H110065,299 79,595 160,120 +Bill receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,697 1,978 6,716 +Prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,816 19,119 20,681 +V A T recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,178 6,418 5,892 +Capitalization of listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2,811 +Other receivables and deposits, net of loss +allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100751 238 128 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100126,741 107,348 196,348 +Our trade and other receivables decreased from RMB126.7 million as of December 31, 2023 to +RMB107.3 million as of December 31, 2024, primarily due to (1) a decrease in prepayments, mainly +resulting from our improved management of prepayments; and (2) a decrease in bill receivables due to +settlement, partially offset by (1) an increase in trade receivables (net of loss allowance), which was +generally in line with our increase in revenue over the same periods. Our trade and other receivables +increased from RMB107.3 million as of December 31, 2024 to RMB196.3 million as of December 31, +2025, primarily due to (1) the increase in trade receivables (net of loss allowance) and bill receivables +driven by our sales growth, as well as the timing of certain receivables from major customers due around +year end; and (2) the capitalization of listing expenses in connection with the preparation for the Global +Offering and Listing. +FINANCIAL INFORMATION +– 237 – + + +--- page 247 --- +The credit period with our customers for sales on credit is generally 30 to 90 days. The following +table sets forth our trade receivables turnover days for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Trade receivables turnover days (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110074 77 92 +(1) The trade receivables turnover days are calculated by dividing the arithmetic mean of the opening and ending balance +of trade receivables in that period by revenue for the corresponding period and then multiplying by the number of days +in that period (i.e., 365 days for a given year). +Our trade receivables turnover days remained relatively stable at 74 days and 77 days in 2023 and +2024. Our trade receivables turnover days increased to 92 days in 2025, primarily due to the higher trade +receivables balance as of December 31, 2025 as discussed above. +As of December 31, 2023, 2024 and 2025, we recorded loss allowance for trade receivables of +RMB0.7 million, RMB0.8 million and RMB1.6 million, respectively. Trade receivables are written off +when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of +recovery include, among others, the failure of a debtor to engage in a repayment plan with us and +indicators of severe financial difficulty. We have performed impairment analysis on trade receivables to +measure the expected credit losses, and we believe that they have made sufficient impairment allowance +on trade receivables during the Track Record Period. For details on impairment provisions for trade +receivables, see Note 29(a) to the Accountant’s Report set out in Appendix I to this Prospectus. Having +considered that (1) the net trade receivables balances were mainly due from major customers with ongoing +business relationships with us and good credit, (2) there were no material ongoing disputes with such +customers, (3) these customers had been making continuous subsequent repayment to us and their +historical repayment patterns were generally consistent during the Track Record Period, (4) the subsequent +settlement rate is consistent with our credit term with major customers, and (5) we have continuously +carried out stringent credit management policy and increased effort in trade receivables collection, we are +of the view that we have made sufficient and appropriate provision against trade receivable balances as +at each reporting period end date based on their expected credit loss in accordance with accounting policy +set out in Note 2(i) to the Accountant’s Report in Appendix I to this prospectus. +The following table sets forth an aging analysis of our trade receivables (net of loss allowance) based +on invoice date and net of loss allowance as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Within one year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,291 79,595 160,120 +One to two years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008– – +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,299 79,595 160,120 +As of April 30, 2026, RMB133.2 million, or 83.2%, of our trade receivables as of December 31, 2025 +had been settled. +Pledged Bank Deposits +Our pledged bank deposits during the Track Record Period were primarily related to deposits for bills +or guarantees. Our pledged bank deposits increased significantly from RMB3.2 million as of December 31, +2023 to RMB35.1 million as of December 31, 2024, and decreased to RMB22.0 million as of December +31, 2025, primarily due to the fluctuations of guarantee deposits to suppliers for our procurement. +FINANCIAL INFORMATION +– 238 – + + +--- page 248 --- +Financial Instruments Issued to Investors +We had financial instruments issued to investors of RMB1,379.8 million, RMB1,736.0 million and +RMB2,048.3 million as of December 31, 2023, 2024 and 2025, respectively. During the Track Record +Period, we issued financial instruments to investors in which certain investors were granted the right to +require our Company to redeem their paid-in capital for cash upon specified events. We recognized our +obligation to pay cash to those investors with redemption right as financial liabilities, because not all +triggering events in the relevant agreements are within our control. See Note 26 of the Accountants’ Report +in Appendix I to this prospectus. As of December 31, 2023, 2024 and 2025, we recognized our financial +instruments issued to investors as non-current liabilities, as the investors were granted the right to require +the Company to redeem their shares if a qualified IPO does not occur before December 31, 2027, which +is later than one year after each of the above-mentioned balance sheet dates (i.e., non-current). +Our financial instruments issued to investors increased from RMB1,379.8 million as of December +31, 2023 to RMB1,736.0 million as of December 31, 2024, due to the joint impacts of (1) the issuance of +new instruments to investors; and (2) the increase in the fair value of such instruments. Our financial +instruments issued to investors then increased to RMB2,048.3 million as of December 31, 2025, primarily +due to the increase in the fair value of such instruments. +Trade and Other Payables +Our trade and other payables primarily represented (1) trade and bill payables; (2) accrued payroll, +primarily representing salaries and bonuses payable to employees; (3) tax payables; (4) contract liabilities; +and (5) proceeds received in advance from the issue of financial instruments to investors, representing the +financing proceeds from our investors as of the relevant dates which had not been converted into our +shares. The following table sets forth the details of our trade and other payables as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035,547 36,760 39,228 +Bill payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,089 – – +Accrued payroll /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,249 18,199 31,535 +Tax payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,727 4,873 2,189 +Other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,577 2,360 2,447 +Proceeds received in advance from the issue of +financial instruments to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 30,000 – +Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,629 4,136 3,661 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110086,818 96,328 79,060 +Our trade and other payable increased from RMB86.8 million as of December 31, 2023 to RMB96.3 +million, primarily due to the increase in proceeds received in advance from the issue of financial +instruments to investors of RMB30.0 million. Our trade and other payable decreased from RMB96.3 +million as of December 31, 2024 to RMB79.1 million as of December 31, 2025, primarily due to the +decrease in proceeds received in advance from the issue of financial instruments to investors. +Our suppliers typically grant us credit periods for purchase on credit of 30 to 90 days. The following +table sets forth our trade payables turnover days for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Trade payables turnover days (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110053 48 40 +(1) The trade payables turnover days are calculated by dividing the arithmetic mean of the opening and ending balance of +trade payables in that period by cost of sales for the corresponding period and then multiplying by the number of days +in that period (i.e., 365 days for a given year). +FINANCIAL INFORMATION +– 239 – + + +--- page 249 --- +The following table sets forth an aging analysis of our trade payables based on invoice dates as of +the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,509 36,406 39,003 +1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100999 343 225 +2 to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 92– +Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–9– +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035,547 36,760 39,228 +As of April 30, 2026, RMB37.7 million, or 96.1%, of our trade payables as of December 31, 2025 +had been settled, and RMB2.8 million, or 77.1%, of our contract liabilities as of December 31, 2025 had +been recognized as revenue. +LIQUIDITY AND CAPITAL RESOURCES +Our primary uses of cash are to fund our procurement of raw materials, R&D activities and other +operational needs. During the Track Record Period, we financed our capital expenditures and working +capital requirements principally with funds from equity financing, cash generated from our operations and +borrowings. After the Global Offering, we believe that our liquidity requirements will continue to be +satisfied with a combination of these sources and net proceeds from the Global Offering. As of December +31, 2023, 2024 and 2025, and April 30, 2026, we had cash and cash equivalents of RMB98.8 million, +RMB89.1 million, RMB201.3 million and RMB209.2 million, respectively. As of the same dates, we had +current portion of financial assets at FVPL (representing wealth management products) of RMB233.3 +million, RMB274.7 million, RMB50.0 million and RMB174.3 million, respectively. As of the same dates, +we also had time deposits of RMB3.0 million, RMB3.1 million, RMB3.2 million and RMB3.2 million, +respectively. As of April 30, 2026, our committed but unutilized banking facilities were RMB614.0 +million. We do not anticipate any changes to the availability of financing to fund our operations in the +future. Taking into account the financial resources available to us, including our cash and cash equivalents, +future cash flow from operating activities, current portion of financial assets at FVPL representing wealth +management products, available bank facilities and the estimated net proceeds from the Global Offering, +our Directors are of the view that we have sufficient working capital to meet our present requirements and +for the next 12 months from the date of this prospectus. +Cash Flows +The following table sets forth a summary of our cash flows for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +(RMB in thousands) +Operating loss before changes in working +capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(90,592) (76,641) (30,452) +Working capital changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,242 (60,481) (143,185) +Cash used in operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(60,350) (137,122) (173,637) +Income tax paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(820) – – +Net cash used in operating activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100(61,170) (137,122) (173,637) +Net cash (used in)/generated from investing +activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(260,980) (43,839) 216,775 +Net cash generated from financing activities /H1100297,431 171,244 69,121 +Cash and cash equivalents at the beginning of +the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100123,524 98,805 89,088 +Cash and cash equivalents at the end of year /H1100 98,805 89,088 201,347 +FINANCIAL INFORMATION +– 240 – + + +--- page 250 --- +We expect that our measures to improve profitability will enhance our operating cash flow condition +over time. For details, see “Business—Path to Profitability.” In addition, we intend to improve our +operating cash flow status through the following measures: (1)(i) optimizing our collection terms by +negotiating with customers for shorter credit periods and more favorable payment conditions; (ii) +implementing stringent credit assessments by establishing a customer credit evaluation system to engage +only with customers of sound credit standing; and (iii) enhancing the collection of outstanding receivables +by formulating collection procedures, regularly monitoring long-aged receivables, and taking legal actions +where necessary, (2)(i) optimizing our trade payable management by negotiating with suppliers for +extended payment terms or more favorable payment arrangements; (ii) establishing stable relationships +with high-quality suppliers to secure more competitive procurement prices and payment terms; and (iii) +strictly implementing payment approval procedures to ensure accuracy and timeliness of payments and +avoid unnecessary fund outflows, and (3)(i) strengthening our inventory management by maintaining +appropriate inventory levels to reduce inventory backlog and capital occupation; (ii) adopting a lean +production model to avoid excessive production; and (iii) enhancing inventory turnover analysis by +conducting regular evaluations and promptly addressing slow-moving inventories. Specifically, we expect +to enhance our inventory management through the following measures: (1) further implement our +“manufacture to stock” mode to adjust our manufacturing schedule considering our sales forecasts, +inventory balance and safety stock requirement; (2) dynamically adjust our safety stock level; (3) enhance +our communication mechanism with customers to minimize the effect of seasonal fluctuations on the +demand side on our inventory level; and (4) timely identify and manage any obsolete stock, including +appropriate disposal of relevant stock. +Net cash used in operating activities +Net cash used in operating activities was RMB173.6 million in 2025, primarily due to our loss before +taxation of RMB330.6 million, as adjusted by (1) certain non-cash and non-operating items, primarily +including finance costs of RMB283.1 million, depreciation of property, plant and equipment of RMB6.6 +million, depreciation of right-of-use assets of RMB4.7 million, write-down of inventories of RMB3.7 +million and net realized and unrealized gain on financial assets at FVPL of RMB2.6 million, and (2) +changes in working capital that negatively affected our cash flows, primarily including an increase in trade +and other receivables of RMB86.3 million and an increase in inventories of RMB81.9 million; partially +offset by changes in working capital that positively affected our cash flows, primarily including a decrease +in pledged bank deposit of RMB13.1 million and an increase in trade and other payables of RMB12.3 +million. +Net cash used in operating activities was RMB137.1 million in 2024, primarily due to our loss before +taxation of RMB351.3 million, as adjusted by (1) certain non-cash and non-operating items, primarily +including finance costs of RMB251.5 million, depreciation of property, plant and equipment of RMB6.5 +million, depreciation of right-of-use assets of RMB4.4 million, net realized and unrealized gain on +financial assets at FVPL of RMB3.9 million and write-down of inventories of RMB3.3 million, and (2) +that changes in working capital that negatively affected our cash flows, primarily including (i) an increase +in pledged bank deposits of RMB31.9 million; (ii) an increase in inventories of RMB31.7 million; and (iii) +a decrease in trade and other payables of RMB20.5 million; partially offset by positively affected by +changes in working capital that positively affected our cash flows, primarily including a decrease in trade +and other receivables of RMB19.3 million. +Net cash used in operating activities was RMB61.2 million in 2023, primarily due to our loss before +taxation of RMB355.4 million, as adjusted by (1) certain non-cash and non-operating items, primarily +including finance costs of RMB166.7 million, impairment losses of goodwill of RMB76.1 million, net +realized and unrealized gain on financial assets at FVPL of RMB8.4 million, depreciation of property, +plant and equipment of RMB4.9 million, depreciation of right-of-use assets of RMB4.3 million and +equity-settled share-based transactions of RMB3.8 million, and (2) changes in working capital that +negatively affected our cash flows, primarily including an increase in trade and other receivables of +RMB47.9 million; partially offset by changes in working capital that positively affected our cash flows, +primarily including (i) a decrease in inventories of RMB46.2 million; and (ii) an increase in trade and +other payables of RMB31.0 million. +FINANCIAL INFORMATION +– 241 – + + +--- page 251 --- +Net cash (used in)/generated from investing activities +Net cash flows generated from investing activities was RMB216.8 million in 2025, primarily due to +proceeds from disposal of financial assets measured at FVPL of RMB856.9 million, partially offset by +payments for acquisition financial assets measured at FVPL of RMB629.7 million. +Net cash flows used in investing activities was RMB43.8 million in 2024, primarily due to payments +for acquisition of financial assets measured at FVPL of RMB889.0 million, partially offset by proceeds +from disposal financial assets measured at FVPL of RMB853.7 million. +Net cash flows used in investing activities was RMB261.0 million in 2023, primarily due to +payments for acquisition of financial assets measured at FVPL of RMB332.0 million, partially offset by +proceeds from disposal financial assets measured at FVPL of RMB80.3 million. +Net cash generated from financing activities +Net cash generated from financing activities was RMB69.1 million in 2025, primarily due to +proceeds from loans and borrowings of RMB80.7 million, partially offset by repayment of loans and +borrowings of RMB12.3 million. +Net cash flows generated from financing activities was RMB171.2 million in 2024, primarily due to +(1) proceeds from the issue of financial instruments to investors of RMB105.0 million; (2) proceeds +received in advance from the issue of the same of RMB30.0 million; (3) capital injection from equity +shareholder of RMB29.0 million; and (4) proceeds from loans and borrowings of RMB12.0 million, +partially offset by capital element of lease rentals paid of RMB4.6 million. +Net cash flows generated from financing activities was RMB297.4 million in 2023, primarily due to +proceeds from the issue of financial instruments to investors of RMB407.9 million, partially offset by +repayment of loans and borrowings of RMB111.0 million. +INDEBTEDNESS +Our indebtedness during the Track Record Period primarily consisted of loans and borrowings and +lease liabilities. The following table sets forth a breakdown of our indebtedness as of the dates indicated. +As of December 31, As of +April 30, +20262023 2024 2025 +(RMB in thousands) +(Unaudited) +Current +Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 12,103 81,119 237,024 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,296 3,393 3,550 3,600 +Total current /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,296 15,496 84,669 240,624 +Non-current +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,433 209 3,229 2,184 +Total non-current /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,433 209 3,229 2,184 +Total indebtedness /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,729 15,705 87,898 242,808 +Loans and Borrowings +We had loans and borrowings of nil, RMB12.1 million, RMB81.1 million and RMB237.0 million as +of December 31, 2023, 2024, 2025 and April 30, 2026, respectively. The effective interest rate of our loans +and borrowings ranged was at 2.50% as of December 31, 2024 and ranged between 1.55% to 2.11% as of +December 31, 2025, respectively. +FINANCIAL INFORMATION +– 242 – + + +--- page 252 --- +Our bank loans contain standard terms, conditions and covenants that are customary for commercial +bank loans in China. Our Directors confirmed that we did not experience any difficulty in obtaining bank +loans or other borrowings, default in payment of bank loans or other borrowings or breach of covenants +during the Track Record Period and up to the Latest Practicable Date. +Lease Liabilities +We had lease liabilities of RMB7.7 million, RMB3.6 million, RMB6.8 million and RMB5.8 million +as of December 31, 2023, 2024 and 2025, and April 30, 2026, respectively. Our lease liabilities were +primarily related to our office and warehouse leases. +Indebtedness Statement +Save as disclosed above, as of December 31, 2023, 2024 and 2025, and April 30, 2026, we had nil +bank loans or other borrowings, or any other loan capital issued and outstanding or agreed to be issued, +bank overdrafts, borrowings or similar indebtedness, liabilities under acceptance (other than normal trade +bills) or acceptance credits, debentures, mortgages, charges, hire purchases, guarantees or other material +contingent liabilities. +Since April 30, 2026 and up to the Latest Practicable Date, there had not been any material change +in our indebtedness. +CONTINGENT LIABILITIES +As of December 31, 2023, 2024 and 2025, we did not have any material contingent liability, +guarantee or any litigation or claim of material importance, pending or threatened against us or any +member of our Group that is likely to have a material and adverse effect on our business, financial +condition and result of operations. +CAPITAL EXPENDITURES AND COMMITMENTS +Capital Expenditures +Our capital expenditures during the Track Record Period primarily consisted of expenditures on +purchase of property, plant and equipment and purchase of intangible asset. The following table sets forth +our capital expenditure for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +(RMB in thousands) +Payments for the purchase of property, plant and +equipment and intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,254 8,541 10,545 +We expect to incur additional capital expenditure in 2026, primarily for the purchase of property, +plant and equipment and intangible assets. We plan to fund such planned capital expenditures through our +existing cash and cash generated from our operating activities. After the Listing, we expect to finance our +capital expenditure through a combination of existing cash, cash flows generated from our operating +activities, bank borrowings and net proceeds from the Global Offering. See “Future Plans and Use of +Proceeds” for the portion of capital expenditures to be funded by the proceeds from the Global Offering. +We may adjust our capital expenditures for any given period according to our development plans or in light +of market conditions, regulatory environment and other factors we believe to be appropriate. +Capital Commitments +We did not have any material capital commitments as of December 31, 2023, 2024 and 2025, +respectively. +FINANCIAL INFORMATION +– 243 – + + +--- page 253 --- +OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS +As of the Latest Practicable Date, we had not entered into any off-balance sheet transaction. +LISTING EXPENSES +We recorded listing expenses of RMB17.0 million in connection with the Global Offering during the +Track Record Period, of which RMB14.2 million was charged to our consolidated statements of profit or +loss, and RMB2.8 million has been deferred and will be deducted from equity. We expect to incur a total +of approximately RMB64.3 million (HK$73.9 million) of listing expenses in connection with the Global +Offering, representing approximately 7.5% of the gross proceeds from the Global Offering (at the Offer +Price of HK$18.36, and assuming that the Over-allotment Option is not exercised), including (1) +underwriting commissions, SFC transaction levy, Stock Exchange trading fees and AFRC transaction levy +for all Offer Shares of approximately RMB31.0 million (HK$35.6 million); and (2) non-underwriting +related expenses of approximately RMB33.3 million (HK$38.3 million), which consist of (i) fees and +expenses of legal advisors and accountants of approximately RMB18.2 million (HK$21.0 million), and (ii) +other fees and expenses of approximately RMB15.1 million (HK$17.3 million). Approximately RMB29.0 +million (HK$33.3 million) is expected to be charged to our consolidated statements of profit or loss and +other comprehensive income, and approximately RMB35.3 million (HK$40.6 million) is expected to be +deducted from equity. The listing expenses above are the best estimate as of the Latest Practicable Date +and for reference only. The actual amount may differ from this estimate. +RELATED PARTY TRANSACTIONS +We enter into transactions with our related parties from time to time during our ordinary course of +business and on terms comparable to the terms of transactions with other entities that are not related +parties. Our related party transactions during the Track Record Period primarily included certain loans +from Dr. Li and Mr. Li. See “—Indebtedness—Loans and Borrowings” and Note 23 of the Accountants’ +Report in Appendix I to this prospectus for details. Our Directors are of the view that our related party +transactions during the Track Record Period were conducted in the ordinary course of business at arm’s +length with reference to normal commercial terms, and would not distort our track record results or make +our historical results not reflective of our future performance. +KEY FINANCIAL RATIOS +As of/for the year ended December 31, +2023 2024 2025 +Profitability: +Gross profit margin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016.6% 20.3% 28.0% +Liquidity: +Current ratio +(1)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006.5 6.0 4.3 +Quick ratio (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005.1 4.6 2.9 +(1) The calculation of current ratio is based on current assets divided by current liabilities as of period end. +(2) The calculation of quick ratio is based on current assets less inventories divided by current liabilities as of period end. +Analysis of Key Financial Ratios +Gross profit margin +See “—Period to Period Comparison of Results of Operations” for a discussion of the factors +affecting our gross profit margin during the Track Record Period. +Current ratio and quick ratio +Our current ratio and quick ratio decreased from 6.5 and 5.1 as of December 31, 2023, respectively, +to 6.0 and 4.6 as of December 31, 2024, respectively, primarily due to (1) the increase in loans and +FINANCIAL INFORMATION +– 244 – + + +--- page 254 --- +borrowings; and (2) the increase in trade and other payables. Our current ratio and quick ratio decreased +to 4.3 and 2.9 as of December 31, 2025, primarily due to the increase in the current portion of our loans +and borrowings. +QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISKS +Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of our +business. +Credit Risk +Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting +in a financial loss to us. Our credit risk is primarily attributable to trade and other receivables. Our +exposure to credit risk arising from cash and cash equivalents, pledged bank deposits and fixed deposits +with more than three months to maturity is limited because the counterparties are state-owned banks or +reputable commercial banks for which we consider to have low credit risk. For details of our credit risk +exposure, including ECLs for trade receivables, see Note 29(a) to the Accountants’ Report in Appendix I +to this prospectus. +Liquidity Risk +Our policy is to regularly monitor liquidity requirements, and to ensure that we maintain sufficient +reserves of cash and adequate committed lines of funding from major financial institutions to meet our +liquidity requirements in the short and longer term. For details of our remaining contractual maturities at +the end of each reporting period of our financial liabilities, see Note 29(b) to the Accountants’ Report in +Appendix I to this prospectus. +Interest Rate Risk +Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will +fluctuate because of changes in market interest rates. Our interest rate risk arises primarily from cash at +bank, pledged bank deposits and interest-bearing borrowings. Our interest-bearing financial instruments +at variable rates as of December 31, 2023, 2024 and 2025 are primarily the cash at bank, pledged bank +deposits and interest-bearing borrowings, and the cash flow interest rate risk arising from the change of +market interest rate on these balances is not considered significant. For details of the maturity profile and +effective interest rates at the end of each reporting period, as well as relevant sensitivity analysis, see Note +29(c) to the Accountants’ Report in Appendix I to this prospectus. +Currency Risk +We are exposed to currency risk primarily through purchases which give rise to payables and cash +balances that are denominated in a foreign currency, i.e., a currency other than the functional currency of +the operations to which the transactions relate. The currencies giving rise to this risk are primarily U.S. +Dollars. For details of our currency risk exposure at the end of each reporting period, as well as relevant +sensitivity analysis, see Note 29(d) to the Accountants’ Report in Appendix I to this prospectus. +DIVIDENDS +We are a holding company incorporated under the laws of the PRC. During the Track Record Period, +we did not declare or pay any dividends. We currently do not have any dividend policy or fixed dividend +pay-out ratio. Any dividends we pay will be at the discretion of our Directors and will depend on our future +operations and earnings, capital requirements and surplus, general financial condition, contractual +restriction and other factors which our Directors consider relevant. Our shareholders in a general meeting +may approve any declaration of dividends, which must not exceed the amount recommended by our Board. +As advised by our PRC Legal Advisor, no dividend shall be declared or payable except out of our profits +and reserves lawfully available for distribution. Any future net profit that we make will have to be first +applied to make up for our historically accumulated losses, after which we will be obliged to allocate 10% +of our net profit to our statutory common reserve fund until such fund has reached more than 50% of our +registered capital. +FINANCIAL INFORMATION +– 245 – + + +--- page 255 --- +DISTRIBUTABLE RESERVES +As of December 31, 2025, our Company did not have distributable reserves. +DISCLOSURE REQUIRED UNDER CHAPTER 13 OF THE LISTING RULES +Our Directors have confirmed that, as of the Latest Practicable Date, there were no circumstances +that would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules. +NO MATERIAL ADVERSE CHANGE +Our Directors confirm that, up to the date of this prospectus, there has been no material adverse +change in our financial or trading position since December 31, 2025 (being the date on which the latest +audited consolidated financial information of our Group was prepared) and there is no event since +December 31, 2025 which would materially affect the information shown in our consolidated financial +statements included in the Accountants’ Report in Appendix I to this prospectus. +UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS +See Appendix II to this prospectus for details of our unaudited pro forma adjusted consolidated net +tangible assets. +FINANCIAL INFORMATION +– 246 – + + +--- page 256 --- +FUTURE PLANS +See “Business—Our Growth Strategies” for a detailed description of our future plans. +USE OF PROCEEDS +We estimate that the net proceeds of the Global Offering, after deducting the estimated underwriting +commissions and other fees and expenses payable by us in connection with the Global Offering, will be +approximately HK$906.7 million, at the Offer Price of HK$18.36 per Offer Share, without the exercise of +the Over-allotment Option. +We currently intend to use the net proceeds from the Global Offering for the purposes and in the +amounts as set out below: + approximately 40.0% of the net proceeds, or HK$362.7 million, will be used for expanding our +business scale and accelerating the commercialization of our products, in particular our +intelligent tire sensing SoCs, BMS SoCs and USI SoCs. Specifically, we plan to use: +(1) approximately 38.0% of the net proceeds, or HK$344.5 million, to procure wafers, chip +packaging and testing services for expanded commercialization of our products, as well +as to establish module manufacturing capabilities for more efficient supply of our +products. Among this, we expect that (i) approximately 22.8% of the net proceeds, or +HK$206.7 million, will be used to procure wafers; (ii) approximately 11.4% of the net +proceeds, or HK$103.4 million, will be used to procure chip packaging and testing +services; and (iii) approximately 3.8% of the net proceeds, or HK$34.5 million, will be +used to establish module manufacturing capabilities through the procurement of +specialized production and testing equipment, as the production of our products requires +both general-purpose and application-specific equipment, and while general-purpose +equipment is typically provided by third-party manufacturers, certain specialized +equipment must be procured and owned by us, among which HK$31.7 million will be +used for procuring such specialized equipment. We plan to procure seven fully automated +calibration equipment, three testing equipment, five chip packaging equipment, as well as +other equipment that we consider necessary. In the event that our relationship with a +relevant supplier is terminated, we would retrieve the relevant equipment, as ownership +of such equipment remains with us. We believe that such potential termination would not +have a material adverse impact on our operations, as we are able to source alternative +suppliers. Such equipment will be deployed at third-party suppliers’ facilities for use in +the production and testing of our products. As advised by F&S, such deployment of +specialized equipment at third-party suppliers’ facilities is in line with the practice of +sensor SoC industry; and +(2) approximately 2.0% of the net proceeds, or HK$18.1 million, to fund the certification of +our products, including automotive-grade certifications for reliability, functional safety +and quality, such as AEC-Q100 (a failure mechanism based stress test qualification for +ICs in automotive applications) and AEC-Q103 (a set of stress test qualification standards +for MEMS components in automotive applications), to prove our compliance with +automotive-grade standards, shorten the time of customer introduction and enhance our +product matrix. + approximately 30.0% of the net proceeds, or HK$272.0 million, will be used for the +enhancement of our R&D capabilities for advanced technologies and foundational technologies +in intelligent tire sensing SoCs, BMS SoCs and USI SoCs. Specifically, we plan to use: +FUTURE PLANS AND USE OF PROCEEDS +– 247 – + + +--- page 257 --- +(1) approximately 15.0% of the net proceeds, or HK$136.0 million, to fund the continual +R&D to improve our technologies and products for intelligent tire sensing, universal +sensor interface and battery monitoring, including materials costs, processing fees, IP +licensing fees and testing and verification expenses. Our testing and verification expenses +primarily include costs incurred in the tape-out of our products. With respect to intelligent +tire sensing, we expect to expand beyond our existing focus on pressure monitoring +technologies to encompass tire burst, temperature and load detection, strengthen the +timeliness and precision of the monitoring capabilities of our SoCs and further enhance +power efficiency. With respect to BMS, as we only began to invest in the development of +wBMS SoCs in 2022 and are still an early stage for our wBMS technologies with little +commercialization experience, we expect to continue to invest in the refinement and +optimization of wBMS technologies to enhance their technical feasibility, sensing +accuracy and reliability and improve the effect of their application in automotive-grade +battery systems. With respect to USI, we expect to invest in innovative USI-related +technologies, such as those used in robotic systems; +(2) approximately 11.1% of the net proceeds, or HK$100.6 million, to recruit and retain 47 +senior level R&D personnel with accumulated expertise in the development of our +wireless, sensing, and SoC technologies. We believe that there are a sufficient amount of +candidates for such senior level R&D personnel with relevant professional background +and experience that meet our requirements; +(3) approximately 2.4% of the net proceeds, or HK$21.8 million, to purchase hardware and +software to strengthen our R&D infrastructure and processes, including, among others, +(1) circuit design servers designed to support EDA computing workloads with high +stability and reliability, (2) testing tools, mainly laboratory testing equipment such as +signal generators, oscilloscopes and spectrum analyzers, which will support product +design, development, validation and performance testing; and (3) EDA and other +software; and +(4) approximately 1.5% of the net proceeds, or HK$13.6 million, to pay for the lease +expenses and related fees for the expansion of our R&D center in China. As we currently +only have limited office premise to host our R&D operations, we expect such expansion +of our R&D center can meet the growth of our business scale, the enlargement of our +R&D team and the increased needs of our R&D activities. + approximately 10.0% of the net proceeds, or HK$90.7 million, will be used to expand our +domestic and international sales network and enhance our global market presence. Specifically, +we plan to use: +(1) approximately 4.5% of the net proceeds, or HK$40.8 million, to obtain and attract +domestic and international automotive OEMs and Tier 1 suppliers to increase our market +penetration in the global automotive industry. We plan to actively conduct marketing +campaigns domestically and internationally by attending relevant exhibitions and +regularly making customer visits, further elevating our brand awareness; +(2) approximately 4.5% of the net proceeds, or HK$40.8 million, to establish international +sales network to maintain and consolidate our collaborative partnerships with +international customers and provide localized customer services, including recruiting and +retaining relevant sales personnel, who have working experience primarily in automotive, +automotive semiconductor, robotics, energy storage or industrial electronic industries. We +intend to establish our global sales operations through product and sales teams focused +on selected overseas markets, such as Europe and Southeast Asia, with a wealth of +potential customer resource, and primarily on customers that are local to such markets: +according to the F&S report, (1) in the European market, total automotive sales volume +FUTURE PLANS AND USE OF PROCEEDS +– 248 – + + +--- page 258 --- +in Europe exceeded 18 million units in 2024, and is expected to surpass 20 million units +by 2030. Meanwhile, NEV sales volume in Europe reached three million units in 2024 +and are projected to exceed six million units by 2030. The further development of the +automotive market and the rising penetration of NEVs in Europe is driving continuous +and strong demand for automotive sensor SoCs. From a regulatory perspective, Europe is +accelerating the adoption of advanced sensing and safety systems. For example, the EU +has expanded TPMS requirements to additional vehicle categories under Regulation (EU) +2019/2144 (General Safety Regulation II). TPMS is now mandatory for all newly +registered vehicles from July 2024. This regulatory expansion is fueling the demand for +TPMS SoCs. In the field of power batteries, the EU’s New Battery Regulation mandates +enhanced BMS functions, including real-time battery health monitoring and OTA update +capabilities. With the continued development of the European battery industry and +growing investment in local battery production capacity, demand for BMS-related sensor +SoCs is also expected to rise steadily; and (2) in the Southeast Asia market, total vehicle +sales volume in Southeast Asia exceeded three million units in 2024, and is projected to +surpass four million units by 2030. At the same time, the region’s NEV market is entering +a fast-rising adoption phase, with NEV sales surpassing 0.3 million units in 2024 and +expected to reach one million units by 2030. This growth trajectory signals accelerating +demand for automotive sensor SoCs, driven by increasing vehicle electrification and +safety feature upgrades. Policy support and local supply-chain development further +reinforce this trend. Countries including Thailand, Indonesia, and Malaysia are promoting +NEV adoption through purchase incentives, infrastructure build-out, and localized battery +and NEV manufacturing programs. These initiatives are expected to promote the demand +for BMS-related sensor SoCs. Meanwhile, safety standards are steadily tightening in +major countries in Southeast Asia, promoting wider deployments of sensing technologies +such as TPMS and powertrain monitoring sensors. As Southeast Asia accelerates its +transition toward intelligent, electrified mobility, demand for advanced automotive sensor +SoCs is expected to continue rising across OEM and aftermarket segments; and +In the European market, we capture market share by leveraging long-standing +collaborations with global Tier-1 suppliers and automotive OEMs. For example, we have +entered into a multi-year validation process with a global Tier-1 supplier in France, where +we have became a supply choice for its BLE TPMS SoCs. Additionally, as of the Latest +Practicable Date, we were in advanced commercial negotiations with an automotive +sensor brand in Europe for our USI SoCs. In the Southeast Asia market, our strategy +centers on localized supply chain synergy and a follow-the-customer model. By +establishing operations in Malaysia, we expect to benefit from its preferential free trade +policies, which may reduce trade costs, enhance product competitiveness and support our +expansion into overseas markets. Through VIA TIRE, we intend to leverage Malaysia’s +location and free trade policy advantages to expand in North America, ASEAN and +Europe, optimize our global capacity footprint and enhance supply chain resilience. The +founding team of the independent corporation established pursuant to the joint venture +agreement by the shareholder of EIS has been involved in the North American automotive +parts market for years and possesses market expansion experience and established +customer resources, which we believe will effectively support the marketing and sales +promotion of VIA TIRE’s products in North America, accelerate market penetration and +help build brand recognition and industry reputation. We believe that such arrangement +provides us easier market access and greater commercial feasibility for expansion to the +North America market. For details, see “Business—Commercialization—Our Overseas +Operations.” We will engage local legal counsels to advise on and ensure our ongoing +compliance with the relevant regulatory requirements in the EU and Southeast Asia +markets. +Our Directors are of the view that overseas expansion plan is unlikely to be impacted by +the current U.S. export restrictions and tariff policies, based on the following +considerations: (1) as European automotive manufacturers, automotive component +FUTURE PLANS AND USE OF PROCEEDS +– 249 – + + +--- page 259 --- +suppliers and industrial companies generally operate relatively independent supply chain +and R&D systems, and they primarily rely on domestic, European or Chinese supply +chain partners; (2) our expansion into Southeast Asia market is partly driven by supply +chain diversification and regional operational deployment, and the relevant activities are +not targeted at the U.S. market nor dependent on U.S.-origin technologies subject to +export restrictions; and (3) the impact of current U.S. export restrictions on our sales to +the U.S. is also limited, as these restrictions, in light of their purposes to regulate U.S. +export in designated fields, generally do not impose limits on U.S. persons’ ability to +procure our products. To address evolving regulatory requirements and customer demand +across different regions, we are in the process of establishing dual-track supply chain +capabilities in locations such as Malaysia, which we believe enhances the resilience and +feasibility of our overseas expansion strategy. +(3) approximately 1.0% of the net proceeds, or HK$9.1 million, to improve our technical +support for customers, such as establishing on-site support services. We expect to provide +such technical support on an ad-hoc basis as agreed with specific and/or key customers, +to facilitate product adoption and further upgrades. +The following table sets forth the planned timeframe of the allocation of our proceeds by +year for the uses discussed above. +2026 2027 2028 2029 2030 Total +(HK$ in millions) +Expand our business +scale and accelerating +the commercialization +of our new products /H1100/H110046.1 56.0 69.0 85.3 106.2 362.7 +Enhance our R&D +capabilities for +advanced technologies +and foundational +technologies in +intelligent tire sensing +SoCs, BMS SoCs and +USI SoCs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034.6 42.0 51.7 64.0 79.7 272.0 +Expand our domestic and +international sales +network and enhance +our global market +presence /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011.5 14.0 17.2 21.3 26.6 90.7 + approximately 10.0% of the net proceeds, or HK$90.7 million, will be used for strategic +investment or acquisition to achieve long-term development goals. We seek potential +investment and acquisition opportunities in both domestic and international markets, aim to +enhance our R&D abilities, expand our product portfolio, and diversify our customer base. In +assessing potential investment or acquisition targets, we will primarily consider those that are +synergistic or complementary to our existing product portfolio and are consistent with our +corporate philosophy and growth strategies. Specifically, we will evaluate potential targets +based on factors including their technological capabilities in chip research, development and +design, business scale, existing sales channels, and relevant industry experience such as +industrial electronics. We expect that the annual revenue of such potential targets is expected +to be not less than RMB5.0 million. Illustrative examples of such potential targets include (1) +fabless companies specializing in automotive-grade semiconductors; and (2) fabless companies +operating in the industrial electronics sector. We expect that successful investments in and/or +acquisitions of suitable targets would further enhance our technological capabilities in the +semiconductor field and increase our sales in emerging industries. According to the F&S +report, there are over 2,000 potential targets that could meet our criteria globally. Pursuant to +FUTURE PLANS AND USE OF PROCEEDS +– 250 – + + +--- page 260 --- +our investment management procedures, we shall designate specific personnel or department or +qualified institutions to perform project-specific feasibility evaluation, including the risks and +returns for such investment projects. We shall also conduct due diligence of potential investees +on their capital and credit profile, as well as due diligence on third-party co-investors (if any). +As of the Latest Practicable Date, we had not identified any potential investment or acquisition +targets. Therefore, our form of acquisition or investment (e.g., majority or minority interest) +depends on our commercial negotiation with the target company and investment partners, if +any. + approximately 10.0% of the net proceeds, or HK$90.7 million, will be used for working capital +and other general corporate purposes. +In the event that the Over-allotment Option is exercised in full, we will receive net proceeds of +HK$1,047.9 million (after deducting the estimated underwriting commissions and other fees and expenses +payable by us in connection with the Global Offering and at the Offer Price of HK$18.36 per Share). +To the extent that the net proceeds are not immediately applied to the above purposes, we will only +deposit the net proceeds into interest-bearing account at licensed commercial banks and/or other +authorized financial institutions as defined under the Securities and Futures Ordinance or the applicable +laws and regulations in other jurisdictions. We may obtain debt financing and alternative equity financing +to the extent that our expenditures in furtherance of the above plans exceeds the net proceeds from the +Global Offering. +FUTURE PLANS AND USE OF PROCEEDS +– 251 – + + +--- page 261 --- +HONG KONG UNDERWRITERS +China International Capital Corporation Hong Kong Securities Limited +Guotai Junan Securities (Hong Kong) Limited +GF Securities (Hong Kong) Brokerage Limited +Daiwa Capital Markets Hong Kong Limited +ABCI Securities Company Limited +Futu Securities International (Hong Kong) Limited +Tiger Brokers (HK) Global Limited +SPDB International Capital Limited +CMBC Securities Company Limited +Shanxi Securities International Limited +UNDERWRITING +This prospectus is published solely in connection with the Hong Kong Public Offering. The Hong +Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a conditional basis. The +International Offering is expected to be fully underwritten by the International Underwriters. If, for any +reason, the Offer Price is not agreed between the Joint Sponsor-OCs (on behalf of the Underwriters) and +our Company, the Global Offering will not proceed and will lapse. +The Global Offering comprises the Hong Kong Public Offering of initially 5,340,800 Hong Kong +Offer Shares and the International Offering of initially 48,066,200 International Offer Shares, subject, in +each case, to reallocation on the basis as described in the section headed “Structure of the Global Offering” +in this prospectus as well as to the Over-allotment Option (in the case of the International Offering). +UNDERWRITING ARRANGEMENTS AND EXPENSES +Hong Kong Public Offering +Hong Kong Underwriting Agreement +Pursuant to the Hong Kong Underwriting Agreement, our Company is offering initially 5,340,800 +Hong Kong Offer Shares (subject to reallocation) for subscription by way of the Hong Kong Public +Offering on and subject to the terms and conditions of this prospectus and the Hong Kong Underwriting +Agreement at the Offer Price. +Subject to (i) the Hong Kong Stock Exchange granting approval for the listing of, and permission +to deal in, the H Shares pursuant to the Global Offering (including any H Shares which may be issued +pursuant to the exercise of the Over-allotment Option) on the Main Board of the Stock Exchange and such +approval not having been withdrawn; and (ii) certain other conditions set out in the Hong Kong +Underwriting Agreement, the Hong Kong Underwriters have agreed severally and not jointly to apply or +procure applications, on the terms and conditions of this prospectus, for their respective applicable +proportions of the Hong Kong Offer Shares which are being offered but are not taken up under the Hong +Kong Public Offering. +The Hong Kong Underwriting Agreement is conditional on, among other things, the International +Underwriting Agreement having been signed and becoming unconditional and not having been terminated +in accordance with its terms. +Grounds for Termination +The Joint Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters and the +Capital Market Intermediaries) and the Joint Sponsors shall be entitled, in their absolute discretion and by +giving notice to our Company, to terminate the Hong Kong Underwriting Agreement with immediate effect +if prior to 8:00 a.m. on the Listing Date: +UNDERWRITING +– 252 – + + +--- page 262 --- +(i) there shall develop, occur, exist or come into effect: +(a) any new law or regulation or any change or development involving a prospective change +or any event or series of events or circumstances likely to result in a change or a +development involving a prospective change in existing laws or regulations, or the +interpretation or application thereof by any court or any competent authority in or +affecting Hong Kong, the PRC, the United States, the United Kingdom, the European +Union (or any member thereof), Japan, Singapore or other jurisdictions relevant to the +Group or the Global Offering (each a “ Relevant Jurisdiction ” and collectively, the +“Relevant Jurisdictions ”); +(b) any change or development involving a prospective change, or any event or series of +events or circumstances likely to result in a change or prospective change, in any local, +national, regional or international financial, political, military, industrial, economic, +fiscal, legal, regulatory, currency, credit or market conditions or sentiments, Taxation, +equity securities or currency exchange rate or controls or any monetary or trading +settlement system, or foreign investment regulations (including, without limitation, a +devaluation of the Hong Kong dollar, United States dollar or Renminbi against any +foreign currencies, a change in the system under which the value of the Hong Kong dollar +is linked to that of the United States dollar or the Renminbi is linked to any foreign +currency or currencies) or other financial markets (including, without limitation, +conditions and sentiments in stock and bond markets, money and foreign exchange +markets, the inter-bank markets and credit markets) in or affecting any Relevant +Jurisdictions, or affecting an investment in the Offer Shares; +(c) any event or series of events, or circumstances in the nature of force majeure (including, +without limitation, any acts of government, declaration of a regional, national or +international emergency or war, calamity, crisis, economic sanctions, strikes, labor +disputes, other industrial actions, lock-outs, fire, explosion, flooding, tsunami, +earthquake, volcanic eruption, civil commotion, riots, rebellion, public disorder, paralysis +in government operations, acts of war, epidemic, pandemic, outbreak or escalation, +mutation or aggravation of diseases, accident or interruption or delay in transportation, +local, national, regional or international outbreak or escalation of hostilities (whether or +not war is or has been declared), act of God or act of terrorism (whether or not +responsibility has been claimed)) in or affecting any of the Relevant Jurisdictions; +(d) the imposition or declaration of any moratorium, suspension or limitation (including +without limitation, any imposition of or requirement for any minimum or maximum price +limit or price range) on (i) the trading in shares or securities generally on the Stock +Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Tokyo Stock +Exchange, the Singapore Stock Exchange, the New Y ork Stock Exchange, the NASDAQ +Global Market or the London Stock Exchange; or (ii) the trading in any securities of the +Company listed or quoted on a stock exchange or an over-the-counter market; +(e) the imposition or declaration of any general moratorium on banking activities in or +affecting any of the Relevant Jurisdictions or any disruption in commercial banking or +foreign exchange trading or securities settlement or clearing services, procedures or +matters in or affecting any of the Relevant Jurisdictions; +(f) other than with the prior written consent of the Joint Sponsor-OCs, the issue or +requirement to issue by the Company of a supplement or amendment to this prospectus +or other documents in connection with the offer and sale of the Offer Shares pursuant to +the Companies (Winding up and Miscellaneous Provisions) Ordinance or the Listing +Rules or upon any requirement or request of the Stock Exchange and/or the SFC; +(g) the commencement by any authority or other regulatory or political body or organization +of any public action or investigation against a Group Company or a director or a senior +management member of any Group Company or announcing an intention to take any such +action; +UNDERWRITING +– 253 – + + +--- page 263 --- +(h) save as disclosed in this prospectus, the imposition of sanctions or export controls in +whatever form, directly or indirectly, on any Group Company or any of the Single Largest +Group of Shareholders or by or on any Relevant Jurisdiction, or the withdrawal of trading +privileges which existed on the date of the Hong Kong Underwriting Agreement, in +whatever form, directly or indirectly, by, or for, any Relevant Jurisdiction; +(i) a change or development involving a prospective change in or affecting Taxes or +exchange control, currency exchange rates or foreign investment regulations (including, +without limitation, a material devaluation of the Hong Kong dollar, United States dollar, +the Renminbi, Euro, British pound or Swiss Franc 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 RMB is linked to any foreign currency or currencies), or the +implementation of any exchange control, in any of the Relevant Jurisdictions or affecting +an investment in the Offer Shares; +(j) 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; +(k) any non-compliance of this prospectus (or any other documents used in connection with +the contemplated offering, allotment, issue, subscription or sale of any of the Offer +Shares), the CSRC filings or any aspect of the Global Offering with the Listing Rules or +any other applicable laws; +(l) 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 Single Largest Group of Shareholder or any Director or senior management members +as named in this prospectus which are not disclosed in this prospectus; +(m) any contravention by the Company, any Group Company or any Director of the Listing +Rules or applicable laws which are not disclosed in this prospectus; +(n) any change or prospective change, or a materialization of, any of the risks set out in the +section headed “Risk Factors” in this prospectus, +which in any such case, individually or in the aggregate, in the sole and absolute opinion of the +Joint Sponsors and the Joint Sponsor-OCs (for themselves and on behalf of the Hong Kong +Underwriters): +(A) has or will or may have a material adverse effect or any development involving a +prospective material adverse effect, on the profits, losses, results of operations, assets, +liabilities, general affairs, business, management, performance, prospects, shareholders’ +equity, position or condition (financial, trading or otherwise) of the Group, taken as a +whole (the “ Material Adverse Effect ”); +(B) has or will or may have a material adverse effect on the success of the Global Offering +or the level of applications or under the Hong Kong Public Offering or the level of +indications of interest under the International Offering; +(C) makes or will make or may make it impracticable, inadvisable, inexpedient or incapable +for any material part of the Hong Kong Underwriting Agreement, the Hong Kong Public +Offering or the Global Offering to be performed or implemented as envisaged, or for the +Hong Kong Public Offering and/or the Global Offering to proceed or to market the Global +Offering or the delivery or distribution of the Offer Shares on the terms and in the manner +contemplated by the Offering Documents (as defined in the Hong Kong Underwriting +Agreement); or +UNDERWRITING +– 254 – + + +--- page 264 --- +(D) has or will or may have the effect of making any part of the Hong Kong Underwriting +Agreement (including underwriting) incapable of performance in accordance with its +terms or preventing the processing of applications and/or payments pursuant to the Global +Offering or pursuant to the underwriting thereof; or +(ii) there has come to the notice of the Joint Sponsors and the Joint Sponsor-OCs (for themselves +and on behalf of the Hong Kong Underwriters) that: +(a) any statement contained in any of the Offering Documents, Application Proof (as defined +in the Hong Kong Underwriting Agreement), PHIP (as defined in the Hong Kong +Underwriting Agreement), the CSRC filings and/or any notices, announcements, +advertisements, communications or other documents issued or used by and on behalf of +the Company in connection with the Hong Kong Public Offering (including any +supplement or amendment thereto) (the “ Global Offering Documents ”)(save and except +for the logos, names, addresses and qualifications of the Underwriters), was, when it was +issued, or has become untrue, incorrect, inaccurate in any material respect or misleading; +or that any estimate, forecast, expression of opinion, intention or expectation contained +in any such Global Offering Documents, was, when it was issued, or has become unfair +or misleading in any respect or based on untrue, dishonest or unreasonable assumptions +or given in bad faith; or +(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 Global Offering Document; +(c) any breach of, or any event or circumstance rendering untrue or incorrect or misleading +in any respect, any of the representations, warranties and undertakings given by the +Company or the Single Largest Group of Shareholders in the Hong Kong Underwriting +Agreement or the International Underwriting Agreement; +(d) any event, act or omission which gives rise or is likely to give rise to any liability of any +of the Indemnifying Parties pursuant to the indemnities in the Hong Kong Underwriting +Agreement; +(e) any breach of any of the obligations or undertakings imposed upon the Company or any +member of the Single Largest Group of Shareholders or any cornerstone investor (as +applicable) to the Hong Kong Underwriting Agreement, the International Underwriting +Agreement or the cornerstone investment agreements; +(f) there is any change or development involving a prospective change, constituting or +having a Material Adverse Effect; +(g) that the Chairman of the Board, any Director or any member of senior management of the +Company named in this prospectus seeks to retire, or is removed from office or vacating +his/her office; +(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 taking part in the management or taking directorship of a +company; +(i) there is the commencement by any governmental, political or regulatory body of any +investigation or other action against any Director or member of senior management of the +Company in his or her capacity as such or any member of the Group or an announcement +by any governmental, political or regulatory body that it intends to commence any such +investigation or take any such action which will have a Material Adverse Effect on the +Global Offering; +UNDERWRITING +– 255 – + + +--- page 265 --- +(j) the Company withdraws this prospectus (and/or any other documents used in connection +with the subscription or sale of any of the Offer Shares pursuant to the Global Offering) +or the Global Offering; +(k) that the approval by the Listing Committee of the listing of, and permission to deal in, +the H Shares in issue and to be issued pursuant to the Global Offering (including pursuant +to any exercise of the Over-allotment Option) is refused or not granted, other than subject +to customary conditions, on or before the Listing Date, or if granted, the approval is +subsequently withdrawn, cancelled, qualified (other than by customary conditions), +revoked or withheld; +(l) any person (other than any of the Joint Sponsors) has withdrawn its consent to the issue +of this prospectus with the inclusion of its reports, letters and/or legal opinions (as the +case may be) and references to its name included in the form and context in which it +respectively appears; +(m) any prohibition on the Company for whatever reason from offering, allotting, issuing or +selling any of the Offer Shares pursuant to the terms of the Global Offering; +(n) any person (other than the Joint Sponsors) has withdrawn or sought to withdraw its +consent to being named in any of the Offering Documents, Application Proof, PHIP or to +the issue of any of the Offering Documents, Application Proof or PHIP; +(o) an order or petition is presented for the winding-up or liquidation of any member of the +Group, or any member of the Group makes any composition or arrangement with its +creditors or enters into a scheme of arrangement or any resolution is passed for the +winding-up of any member of the Group or a provisional liquidator, receiver or manager +is appointed over all or part of the assets or undertaking of any member of the Group or +anything analogous thereto occurs in respect of any member of the Group; +(p) (A) the notice of acceptance of the CSRC filings issued by the CSRC and/or the results +of the CSRC filings published on the website of the CSRC is rejected, withdrawn, +revoked or invalidated; or (B) other than with the prior written consent of the Joint +Sponsor-OCs, the issue or requirement to issue by the Company of a supplement or +amendment to the CSRC filings pursuant to the CSRC Rules or upon any requirement or +request of the CSRC; or (C) any non-compliance of the CSRC filings with the CSRC +Rules or any other applicable laws; +(q) that (i) a material portion of the orders placed or confirmed in the bookbuilding process +or (ii) any investment commitment made by any cornerstone investors under the +Cornerstone Investment Agreements signed with such cornerstone investors, have been +withdrawn, terminated or cancelled, as a result of which, the payment of the relevant +investment amount not being received or settled in the stipulated time and manner or +otherwise, +then, in each case, the Joint Sponsors and the Joint Sponsor-OCs (for themselves and on behalf +of the Hong Kong Underwriters) may, in their sole and absolute discretion and upon giving +notice in writing to the Company, terminate the Hong Kong Underwriting Agreement with +immediate effect. +Undertakings to the Stock Exchange pursuant to the Listing Rules +Undertakings by our Company +Pursuant to Rule 10.08 of the Listing Rules, our Company has undertaken to the Stock Exchange that +it will not issue any further Shares or securities convertible into equity securities of our Company (whether +or not of a class already listed) or enter into any agreement to such an issue within six months from the +UNDERWRITING +– 256 – + + +--- page 266 --- +Listing Date (whether or not such issue of Shares or securities will be completed within six months from +the Listing Date), except for (a) pursuant to the Global Offering (including the Over-allotment Option); +or (b) under any of the circumstances provided under Rule 10.08 of the Listing Rules. +Undertakings by our Single Largest Group of Shareholders +Each member of our Single Largest Group of Shareholders has voluntarily undertaken to us and that +except pursuant to the Global Offering (including the Over-allotment Option), he/it will not, and will +procure that the relevant registered holder(s) will not, without the prior written consent of the Joint +Sponsor-OCs and unless otherwise in compliance with the applicable requirements of the Listing Rules: +in the period commencing on the date by reference to which disclosure of its shareholdings in our +Company is made in this prospectus and ending on the date which is six months from the Listing Date, +either directly or indirectly, dispose of, nor enter into any agreement to dispose of or otherwise create any +options, rights, interests or encumbrances in respect of, any of our securities that he/it is shown to +beneficially own in this prospectus (the “ Relevant Shares ”). +Undertakings pursuant to the Hong Kong Underwriting Agreement +Undertakings by our Company +Pursuant to the Hong Kong Underwriting Agreement, our Company has undertaken to each of the +Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint +Lead Managers, the Hong Kong Underwriters and the Capital Market Intermediaries not to, without the +prior written consent of the Joint Sponsors and the Joint Sponsor-OCs (for themselves and on behalf of +the Hong Kong Underwriters and the Capital Market Intermediaries) and unless in compliance with the +Listing Rules during the period commencing on the date of the Hong Kong Underwriting Agreement and +ending on, and including, the last date of the six months after the Listing Date (the “ First Six-Month +Period ”): +(i) offer, allot, issue, sell, accept subscription for, contract 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, right or contract to purchase, purchase any option or contract to sell, grant or +agree to grant any option, right or warrant to purchase or subscribe for, or otherwise transfer +or dispose of or create an encumbrance under the Hong Kong Underwriting Agreement (the +“Encumbrance ”) over, or agree to transfer or dispose of or create an Encumbrance over, either +directly or indirectly, conditionally or unconditionally, or repurchase, any legal or beneficial +interest in any share capital or other equity securities of our Company, as applicable, or any +interests in any of the foregoing (including, but not limited to, any securities that are +convertible into or exercisable or exchangeable for, or that represent the right to receive, or any +warrants or other rights to subscribe for, any share capital or other equity securities of our +Company, as applicable, or any interests in any of the foregoing), or deposit any share capital +or other equity securities of our 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 subscription or ownership (legal or beneficial) of the H Shares +or other equity securities of our Company, as applicable, or any interest therein (including, +without limitation, any securities of which are convertible into or exchangeable or exercisable +for, or represent the right to receive, or any warrants or other rights to purchase, any H Shares +or other equity securities of our Company, as applicable, or any interests in any of the +foregoing); or +UNDERWRITING +– 257 – + + +--- page 267 --- +(iii) enter into any transaction with the same economic effect as any transaction described in +paragraphs (i) or (ii) above; or +(iv) offer to or contract to or agree to or announce, or publicly disclose that our Company will or +may enter into any transaction described in paragraphs (i), (ii) or (iii) above, +in each case, whether any of the transactions specified in paragraphs (i), (ii) or (iii) above is to be settled +by delivery of share capital or other equity securities of our Company, as applicable, in cash or otherwise +(whether or not the issue of such share capital or other shares or securities of our Company will be +completed within the First Six-Month Period), provided that the foregoing restrictions shall not apply to +the issue of the H Shares by our Company pursuant to the Global Offering. In the event that, during the +period of six months commencing on the date on which the First Six-Month Period expires (the “ Second +Six-Month Period ”), our Company enters into any of the transactions specified in paragraphs (i), (ii) and +(i) above or offers to or agrees to or contracts to, or announces, or publicly discloses, any intention to, +enter into any such transactions, our Company shall take all reasonable steps to ensure that we will not +create a disorderly or false market in any H Shares or other securities of our Company. The Single Largest +Group of Shareholders under the Hong Kong Underwriting Agreement undertakes to each of the Joint +Sponsor, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead +Managers, the Hong Kong Underwriters and the Capital Market Intermediaries to procure the Company +to comply with the undertakings in the paragraph above. +The Company has agreed and undertaken to each of the Joint Sponsors, the Overall Coordinators, the +Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market +Intermediaries and the Hong Kong Underwriters that it will comply with the minimum public float +requirements specified in the Listing Rules or any waiver granted and not revoked by the Stock Exchange +(the “ Minimum Public Float Requirement ”), and it will not effect any purchase of the H Shares, or agree +to do so, which may reduce the holdings of the H Shares held by the public (as defined in Rule 8.24 of +the Listing Rules) to below the Minimum Public Float Requirement or any waiver granted and not revoked +by the Stock Exchange prior to the expiration of the First Six Month Period without first having obtained +the prior written consent of the Joint Sponsors and the Joint Sponsor-OCs (for themselves and on behalf +of the Hong Kong Underwriters). +Undertakings by the Single Largest Group of Shareholders +Each of the Single Largest Group of Shareholders has voluntarily undertaken to each of the +Company, the Joint Sponsors, the Joint Sponsor-OCs, the Overall Coordinators, the Joint Global +Coordinators, the CMIs, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters +that without the prior written consent of the Joint Sponsors and the Joint Sponsor-OCs (for themselves and +on behalf of the Hong Kong Underwriters) (such consent shall not be unreasonably withheld or delayed) +and unless in compliance with the requirements of the Listing Rules: +(a) it/he will not, and will procure that the relevant registered holder(s), any nominee or trustee +holding on trust for it/him/her and the companies controlled by it/him/her will not, at any time +during the First Six-Month Period, (i) sell, offer to sell, accept subscription for, contract or +agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any +option, warrant, contract or right to purchase, grant or purchase any option, warrant, contract +or right to sell, or otherwise transfer or dispose of or create an Encumbrance over, or agree to +transfer or dispose of or create an Encumbrance over, either directly or indirectly, conditionally +or unconditionally, any H Shares or other securities of the Company or any interest therein +(including, without limitation, any securities convertible into or exchangeable or exercisable +for or that represent the right to receive, or any warrants or other rights to purchase, any H +Shares or any such other securities, as applicable or any interest in any of the foregoing), or +deposit any H Shares or other securities of the Company with a depositary in connection with +the issue of depositary receipts, or (ii) enter into any swap or other arrangement that transfers +to another, in whole or in part, any of the economic consequences of ownership (legal or +beneficial) of any H Shares or other securities of the Company or any interest therein +UNDERWRITING +– 258 – + + +--- page 268 --- +(including, without limitation, any securities convertible into or exchangeable or exercisable +for or that represent the right to receive, or any warrants or other rights to purchase, any H +Shares or any such other securities of the Company, as applicable or any interest in any of the +foregoing), or (iii) enter into any transaction with the same economic effect as any transaction +specified in (i) or (ii) above, or (iv) offer to or agree to or announce any intention to effect any +transaction specified in (i), (ii) or (iii) above, in each case, whether any of the transactions +specified in (i), (ii) or (iii) above is to be settled by delivery of H Shares or other securities of +the Company or in cash or otherwise, and whether or not the transactions will be completed +within the First Six-Month Period; and +(b) it/he will not, during the Second Six-Month Period, enter into any of the transactions specified +in (a)(i), (a)(ii) or (a)(iii) above or offer to or agree to contract to or publicly announce any +intention to effect any such transaction if, immediately following any sale, transfer or disposal +or upon the exercise or enforcement of any option, right, interest or Encumbrance pursuant to +such transaction, it will cease to be a member of the Single Largest Shareholders or would +together with the other member of the Single Largest Shareholders cease to be the Single +Largest Group of Shareholders of the Company; and +(c) until the expiry of the Second Six-Month Period, in the event that it enters into any of the +transactions specified in (a)(i), (a)(ii) or (a)(iii) or offer to or agrees to or contract to or publicly +announce any intention to effect any such transaction, it/he will take all reasonable steps to +ensure that such a disposal will not create a disorderly or false market in the securities of the +Company. +Indemnity +The Company has agreed to indemnify the Hong Kong Underwriters and the Capital Market +Intermediaries for certain losses which they may suffer or incur, including losses arising from their +performance of their obligations under the Hong Kong Underwriting Agreement and any breach by the +Company of the Hong Kong Underwriting Agreement. +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 Joint Sponsors, the Joint Sponsor-OCs and the +International Underwriters. Under the International Underwriting Agreement and subject to the Over- +allotment Option, the International Underwriters will, subject to certain conditions set out therein, +severally and not jointly, agree to procure subscribers or purchasers for, or to purchase, their respective +proportions of the International Offer Shares being offered under the International Offering (subject to, +among other, any reallocation between the International Offering and the Hong Kong Public Offering). +It is expected that the International Underwriting Agreement may be terminated on similar grounds +as those in the Hong Kong Underwriting Agreement. Potential investors should note that if the +International Underwriting Agreement is not entered into, or is terminated, the Global Offering will not +proceed. +The Company has agreed to indemnify the Joint Sponsors, the Overall Coordinators, the Joint Global +Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the +Capital Market Intermediaries for certain losses which they may suffer or incur, including losses arising +from their performance of their obligations under the Hong Kong Underwriting Agreement and any breach +by the Company of the Hong Kong Underwriting Agreement. +UNDERWRITING +– 259 – + + +--- page 269 --- +Over-allotment Option +The Company is expected to grant to the International Underwriters the Over-allotment Option, +exercisable by the Joint Sponsor-OCs (for themselves and on behalf of the International Underwriters) at +any time from the Listing Date until 30 days after the last day for lodging applications under the Hong +Kong Public Offering, pursuant to which the Company may be required to issue up to an aggregate of +8,011,000 H Shares, representing not more than 15% of the number of Offer Shares initially available +under the Global Offering, at the Offer Price, to cover over-allocations in the International Offering, if any. +See “Structure of the Global Offering—Over-allotment Option.” +UNDERWRITING COMMISSIONS AND LISTING EXPENSES +The Underwriters and the Capital Market Intermediaries will receive an underwriting commission +equal to 3.0% of the aggregate Offer Price payable for the Offer Shares (including any Offer Shares to be +issued pursuant to the exercise of the Over-allotment Option), out of which they will pay any +sub-underwriting commissions and other fees (the “ Fixed Fees ”). Our Company may, at our sole and +absolute discretion, pay to one or more Underwriters or Capital Market Intermediaries an additional +incentive fee up to 1.0% of the Offer Price payable for the Offer Shares (including any Offer Shares to +be issued pursuant to the exercise of the Over-allotment Option) (the “ Discretionary Fees ”). Accordingly, +the unallocated portion of the Fixed Fees will be regarded as discretionary fees for the purpose of the +Listing Rules. The ratio of the fixed fees and discretionary fees (as classified under and for the purpose +of Rule 3A.34 of the Listing Rules) payable by the Company to all syndicate members is expected to be +approximately 57.74:42.26 (assuming (i) an Offer Price of HK$18.36; (ii) the Over-allotment Option will +not be exercised; and (iii) the Discretionary Fees will be paid in full). For any unsubscribed Hong Kong +Offer Shares reallocated to the International Offering, the underwriting commission will not be paid to the +Hong Kong Underwriters but will instead be paid, at the rate applicable to the International Offering, to +the relevant International Underwriters. +The aggregate underwriting commissions and fees (including the incentive fees and assuming full +payment), together with the Stock Exchange listing fees, the SFC transaction levy, AFRC transaction levy +the Stock Exchange trading fee, legal and other professional fees, printing and other expenses relating to +the Global Offering, are estimated to be approximately HK$70.11 million (assuming an Offer Price of +HK$18.36 per Offer Share, the full payment of the discretionary incentive fee and no exercise of the +Over-allotment Option) in aggregate, and are to be borne by us. +ACTIVITIES BY SYNDICATE MEMBERS +We describe below a variety of activities that each of the Underwriters and the Capital Market +Intermediaries of the Hong Kong Public Offering and the International Offering (together, the “ Syndicate +Members ”) and their affiliates, may individually undertake, and which do not form part of the +underwriting process. When engaging in any of these activities, it should be noted that the Syndicate +Members are subject to restrictions, including the following: +(a) under the agreement among the Syndicate Members, all of them must not make bids or +purchases or effect any other transactions (including but not limited to issuing any option or +derivative or structured product which has, as its underlying asset, any Offer Shares), whether +in the open market or otherwise, for the purpose of or with a view to creating actual, or +apparent, active trading in the Offer Shares or raising, stabilizing or maintaining the price of +the Offer Shares to or at levels other than those which might otherwise prevail in the open +market; and +UNDERWRITING +– 260 – + + +--- page 270 --- +(b) all of them must comply with all applicable laws and regulations, including the market +misconduct provisions of the SFO, including the provisions prohibiting insider dealing, false +trading, price rigging and stock market manipulation. +The Syndicate Members and their affiliates are diversified financial institutions with relationships in +countries around the world. These entities engage in a wide range of commercial and investment banking, +brokerage, funds management, trading, hedging, investing and other activities for their own account and +for the accounts of others. In relation to the H Shares, those activities could include acting as agent for +buyers and sellers of the H Shares, entering into over the counter or listed derivative transactions or listed +or unlisted securities transactions (including issuing securities such as derivative warrants listed on a stock +exchange) which have the H Shares as their or part of their underlying assets. Those activities may require +hedging activity by those entities involving, directly or indirectly, buying and selling the H Shares. All +such activity could occur in Hong Kong and elsewhere in the world and may result in the Syndicate +Members and their affiliates holding long and/or short positions in the H Shares, in baskets of securities +or indices including the H Shares, in units of funds that may purchase the H Shares, or in derivatives +related to any of the foregoing. +In relation to issues by the Syndicate Members or their affiliates of any listed securities having the +H Shares as their underlying securities, whether on the Stock Exchange or on any other stock exchange, +the rules of the exchange may require the issuer of those securities (or one of its affiliates or agents) to +act as a market maker or liquidity provider in the security, and this will also result in hedging activity in +the H Shares in most cases. +These activities may affect the market price or value of the H Shares, the liquidity or trading volume +in the H Shares, and the volatility of the price of the H Shares, and the extent to which this occurs from +day to day cannot be estimated. +UNDERWRITERS’ AND CAPITAL MARKET INTERMEDIARIES’ INTEREST IN OUR GROUP +Except as disclosed in this prospectus and the obligations under the Hong Kong Underwriting +Agreement and the International Underwriting Agreement, none of the Underwriters and the Capital +Market Intermediaries has any shareholding interest in any member of our Group or any right (whether +legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any +member of our Group. +Following the completion of the Global Offering, the Hong Kong Underwriters and their affiliated +companies may hold a certain portion of the H Shares as a result of fulfilling their obligations under the +Hong Kong Underwriting Agreement. +JOINT SPONSORS’ INDEPENDENCE +The Joint Sponsors satisfies the independence criteria applicable to sponsors as set out in Rule 3A.07 +of the Listing Rules. +UNDERWRITING +– 261 – + + +--- page 271 --- +THE GLOBAL OFFERING +This prospectus is published in connection with the Hong Kong Public Offering as part of the Global +Offering. The Global Offering comprises: +(i) the Hong Kong Public Offering of initially 5,340,800 Offer Shares (subject to reallocation) in +Hong Kong as described in “—The Hong Kong Public Offering” below in this section; and +(ii) the International Offering of initially 48,066,200 Offer Shares (subject to reallocation and the +Over-allotment Option) outside the United States in offshore transactions in reliance on +Regulation S and the applicable laws of the jurisdiction where those offers and sales occur, as +described in “—The International Offering” below in this section. +Investors may either apply for the Hong Kong Offer Shares under the Hong Kong Public Offering, +or apply for or indicate an interest for the International Offer Shares under the International Offering, but +may not do both. +The Offer Shares in the Global Offering will represent approximately 14.09% of our enlarged share +capital immediately after the completion of the Global Offering, without taking into account any Shares +that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option +Scheme. If the Over-allotment Option is exercised in full and without taking into account any Shares that +may be issued upon exercise of options under the 2026 Pre-IPO Share Option Scheme, the Offer Shares +will represent approximately 15.87% of the enlarged issued share capital the Company immediately +following the completion of the Global Offering. The underwriting arrangements, and the respective +Underwriting Agreements, are summarized in the section headed “Underwriting” in this prospectus. +References in this prospectus to applications, application or subscription monies or procedure for +applications relate solely to the Hong Kong Public Offering. +THE HONG KONG PUBLIC OFFERING +Number of Offer Shares Initially Offered +Our Company is offering 5,340,800 Offer Shares (subject to reallocation) for subscription by the +public in Hong Kong at the Offer Price, representing approximately 10% of the total number of Offer +Shares initially available under the Global Offering. The number of Offer Shares initially offered under +the Hong Kong Public Offering, subject to any reallocation of Offer Shares between the International +Offering and the Hong Kong Public Offering, will represent approximately 1.41% of our Company’s +enlarged share capital immediately after completion of the Global Offering (without taking into account +any Shares that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO +Share Option Scheme). +The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to +institutional and professional investors. Professional investors generally include brokers, dealers, +companies (including fund managers) whose ordinary business involves dealing in shares and other +securities and corporate entities which regularly invest in shares and other securities. +Completion of the Hong Kong Public Offering is subject to the conditions as set out in “—Conditions +of the Global Offering” below in this section. +Allocation +Allocation of the Hong Kong Offer Shares to applicants under the Hong Kong Public Offering will +be based 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. We may, if necessary, allocate the Hong Kong Offer Shares on the basis of balloting, which +STRUCTURE OF THE GLOBAL OFFERING +– 262 – + + +--- page 272 --- +would mean that some applicants may receive a higher allocation than others who have applied for the +same number of Hong Kong Offer Shares and those applicants who are not successful in the ballot may +not receive any Hong Kong Offer Shares. +For allocation purposes only, the total number of the Hong Kong Offer Shares available under the +Hong Kong Public Offering is to be divided equally into two pools (subject to reallocation at odd lot size): +pool A and pool B, both of which are available on an equitable basis to successful applicants with any odd +board lots being allocated to pool A: +Pool A: the Offer Shares will be allocated on an equitable basis to valid applicants who +have applied for the Hong Kong Offer Shares with an aggregate subscription +price of HK$5 million (excluding the brokerage, the SFC transaction levy, +AFRC transaction levy and the Stock Exchange trading fee payable) or less; +and +Pool B: the Offer Shares will be allocated on an equitable basis to valid applicants who +have applied for the Hong Kong Offer Shares with an aggregate subscription +price of more than HK$5 million (excluding the brokerage, the SFC +transaction levy, AFRC transaction levy and the Stock Exchange trading fee +payable) and up to the total value of pool B. +Applicants should be aware that applications in pool A and applications in pool B may receive +different allocation ratios. If the Hong Kong Offer Shares in one (but not both) of the pools are +under-subscribed, the surplus Hong Kong Offer Shares will be transferred to the other pool to satisfy +demand in the pool and be allocated accordingly. +For the purpose of this subsection only, the “subscription price” for the Offer Shares means the price +payable on application therefor (without regard to the Offer Price as finally determined). Applicants can +only receive an allocation of Hong Kong Offer Shares from either pool A or pool B but not from both +pools. Multiple or suspected multiple applications under the Hong Kong Public Offering and any +application for more than 50% of the Hong Kong Offer Shares initially comprised in the Hong Kong Public +Offering (being 2,670,400 Hong Kong Offer Shares) 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 +Sponsor-OCs, in accordance with Chapter 4.14 of the Guide for New Listing Applicants, following below +mechanism: +(a) where the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of the +number of times, and the International Offer Shares are fully subscribed or oversubscribed or +undersubscribed, then up to 2,670,200 Offer Shares may be reallocated from the International +Offering to the Hong Kong Public Offering, so that the total number of Offer Shares available +for subscription under the Hong Kong Public Offering will increase up to 8,011,000 Offer +Shares, representing approximately 15% of the number of Offer Shares initially available under +the Global Offering (before any exercise of the Over-allotment Option) and the final Offer +Price shall be fixed at HK$18.36 per Offer Share; and +(b) where the Hong Kong Offer Shares are undersubscribed: +(i) if the International Offering Shares are fully subscribed or oversubscribed, the Joint +Sponsor-OCs have the authority to reallocate all or any unsubscribed Hong Kong Offer +Shares to the International Offering, in such proportions as the Joint Sponsor-OCs deem +appropriate; and +(ii) if the International Offering Shares are undersubscribed, the Global Offering will not +proceed unless the Underwriters would subscribe for or procure subscribers for their +STRUCTURE OF THE GLOBAL OFFERING +– 263 – + + +--- page 273 --- +respective applicable proportions of the Offer Shares being offered which are not taken +up under the Global Offering on the terms and conditions of the prospectus and the +Underwriting Agreements. +Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the +International Offering follows Mechanism B set out under paragraph 2 of Chapter 4.14 of the Guide 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 mechanism is required to increase the number of Offer Shares +under the Hong Kong Public Offering to a certain percentage of the total number of Offer Shares offered +under the Global Offering. +Details of any reallocation of Offer Shares between the Hong Kong Public Offering and the +International Offering will be disclosed in the results announcement of the Global Offering. +Applications +Each applicant under the Hong Kong Public Offering will also be required to give an undertaking +and confirmation in the application submitted by him or her that he or she and any person(s) for whose +benefit he or she is making the application have not applied for or taken up, or indicated an interest for, +and will not apply for or take up, or indicate an interest for, any Offer Shares under the International +Offering, and such applicant’s application under the International Offering is liable to be rejected if the +said undertaking and/or confirmation is breached and/or untrue (as the case may be). +The listing of the Offer Shares on the Stock Exchange is sponsored by the Joint Sponsors. Applicants +under the Hong Kong Public Offering may be required to pay, on application (subject to application +channels), the Offer Price of HK$18.36 per Offer Share in addition to any brokerage, SFC transaction levy, +AFRC transaction levy and the Stock Exchange trading fee payable on each Offer Share. +THE INTERNATIONAL OFFERING +Number of Offer Shares Offered +Subject to the Over-allotment Option, our Company will be initially offering for subscription under +the International Offering 48,066,200 Offer Shares, representing approximately 90% of the Offer Shares +initially available under the Global Offering and approximately 12.68% of our enlarged issued share +capital immediately after completion of the Global Offering (without taking into account any Shares that +may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option +Scheme). +Allocation +The International Offering will include selective marketing of the International Offer Shares to +institutional and professional investors and other investors anticipated to have a sizeable demand for such +International Offer Shares in Hong Kong and other jurisdictions outside the United States in reliance on +Regulation S. Professional investors generally include brokers, dealers, companies (including fund +managers) whose ordinary business involves dealing in shares and other securities and corporate entities +which regularly invest in shares and other securities. Prospective professional, institutional and other +investors will be required to specify the number of International Offer Shares under the International +Offering they would be prepared to acquire. This process, known as “book-building”, is expected to +continue up to, and to cease on or around, the last day for lodging applications under the Hong Kong +Public Offering. +Allocation of International Offer Shares pursuant to the International Offering will be determined by +the Joint Sponsor-OCs (for themselves and on behalf of the Underwriters) and will be based on a number +of factors, including the level and timing of demand, the total size of the relevant investor’s invested assets +or equity assets in the relevant sector and whether or not it is expected that the relevant investor is likely +STRUCTURE OF THE GLOBAL OFFERING +– 264 – + + +--- page 274 --- +to buy further Offer Shares, and/or hold or sell its Offer Shares, after the listing of the Offer Shares on +the Stock Exchange. Such allocation is intended to result in a distribution of the Offer Shares on a basis +which would lead to the establishment of a solid professional and institutional shareholder base to the +benefit of our Company and our Shareholders as a whole. +The Joint Sponsor-OCs (for themselves and on behalf of the Underwriters) may require any investor +who has been offered the International Offer Shares under the International Offering and who has made +an application under the Hong Kong Public Offering to provide sufficient information to the Joint +Sponsor-OCs so as to allow it to identify the relevant application under the Hong Kong Public Offering +and to ensure that they are excluded from any application of the Hong Kong Offer Shares under the +International Offering. +OVER-ALLOTMENT OPTION +In connection with the Global Offering, the Company is expected to grant the Over-allotment Option +to the International Underwriters, exercisable by the Joint Sponsor-OCs (for themselves and on behalf of +the Underwriters). +Pursuant to the Over-allotment Option, the International Underwriters will have the right, +exercisable by the Joint Sponsor-OCs (for themselves and on behalf of the Underwriters) at anytime from +the Listing Date until 30 days after the last day for lodging applications under the Hong Kong Public +Offering, to require the Company to issue up to an aggregate of 8,011,000 H Shares, representing not more +than 15% of the total number of Offer Shares initially available under the Global Offering, at the Offer +Price under the International Offering to, cover over-allocations in the International Offering, if any. +If the Over-allotment Option is exercised in full, the additional Offer Shares to be issued pursuant +thereto will represent approximately 2.07% of the enlarged issued share capital of the Company +immediately following the completion of the Global Offering and without taking into account any Shares +that may be issued under the 2026 Pre-IPO Share Option Scheme. If the Over-allotment Option is +exercised, an announcement will be made. +STABILIZATION +Stabilization is a practice used by underwriters in some markets to facilitate the distribution of +securities. To stabilize, the underwriters may bid for, or purchase, the securities in the secondary market, +during a specified period of time, to retard and, if possible, prevent, a decline in the market price of the +securities below the offer price. Such transactions may be effected in all jurisdictions where it is +permissible to do so, in each case in compliance with all applicable laws and regulatory requirements, +including those of Hong Kong. In Hong Kong, the price at which stabilization is effected is not permitted +to exceed the offer price. +In connection with the Global Offering, the Stabilizing Manager through its affiliates or any person +acting for it, on behalf of the Underwriters, may over-allocate or effect short sales or any other stabilizing +transactions with a view to stabilizing or maintaining the market price of the H Shares for a limited period +after the Listing Date at a level higher than that which might otherwise prevail in the open market. Short +sales involve the sale by the Stabilizing Manager through its affiliates of a greater number of H Shares than +the Underwriters are required to purchase in the Global Offering. “Covered” short sales are sales made in +an amount not greater than the Over-Allotment Option. The Stabilizing Manager through its affiliates may +close out the covered short position by either exercising the Over-Allotment Option to purchase additional +Offer Shares or purchasing H Shares in the open market. In determining the source of the H Shares to close +out the covered short position, the Stabilizing Manager through its affiliates will consider, among others, +the price of H Shares in the open market as compared to the price at which they may purchase additional +H Shares pursuant to the Over-Allotment Option. Stabilizing transactions consist of certain bids or +purchases made for the purpose of preventing or retarding a decline in the market price of the H Shares +while the Global Offering is in progress. Any market purchases of the H Shares may be effected on any +stock exchange, including the Stock Exchange, any over-the-counter market or otherwise, provided that +STRUCTURE OF THE GLOBAL OFFERING +– 265 – + + +--- page 275 --- +they are made in compliance with all applicable laws and regulatory requirements. However, there is no +obligation on the Stabilizing Manager through its affiliates or any person acting for it to conduct any such +stabilizing action, which if taken, (a) will be conducted at the absolute discretion of the Stabilizing +Manager through its affiliates or any person acting for it, (b) may be discontinued at any time, and (c) is +required to be brought to an end within 30 days after the last day for the lodging of applications under the +Hong Kong Public Offering. The number of the H Shares that may be over-allocated will not exceed the +number of the H Shares that may be sold and transferred pursuant to the exercise of the Over-Allotment +Option, namely, 8,011,000 Offer Shares, which is approximately 15.00% of the number of Offer Shares +initially available under the Global Offering, in the event that the whole or part of the Over-Allotment +Option is exercised. +In Hong Kong, stabilizing activities must be carried out in accordance with the Securities and +Futures (Price Stabilizing) Rules. Stabilizing actions permitted pursuant to the Securities and Futures +(Price Stabilizing) Rules include: +(a) over-allocating for the purpose of preventing or minimizing any reduction in the market price +of the H Shares; +(b) selling or agreeing to sell the H Shares so as to establish a short position in them for the +purpose of preventing or minimizing any deduction in the market price of the H Shares; +(c) subscribing, or agreeing to subscribe, for the H Shares to be sold and transferred pursuant to +the exercise of the Over-Allotment Option in order to close out any position established under +(a) or (b) above; +(d) purchasing, or agreeing to purchase, any of the H Shares for the sole purpose of preventing or +minimizing any reduction in the market price of the H Shares; +(e) selling or agreeing to sell any H Shares to liquidate any position established as a result of those +purchases; and +(f) offering or attempting to do anything described in (b), (c), (d) and (e) above. +Stabilizing actions by the Stabilizing Manager through its affiliates, or any person acting for it, will +be entered into in accordance with the laws, rules and regulations in place in Hong Kong on stabilization. +Prospective applications for investors in the Offer Shares should note that: +(a) as a result of effecting transactions to stabilize or maintain the market price of the H Shares, +the Stabilizing Manager through its affiliates, or any person acting for it, may maintain a long +position in the H Shares; +(b) the size of the long position, and the period for which the Stabilizing Manager through its +affiliates, or any person acting for it, will maintain the long position is at the discretion of the +Stabilizing Manager through its affiliates and is uncertain; +(c) liquidation of any such long position by the Stabilizing Manager through its affiliates and +selling in the open market may lead to a decline in the market price of the H Shares; +(d) no stabilizing action can be taken to support the price of the H Shares for longer than the +stabilizing period, which begins on the Listing Date, and is expected to expire on Sunday, July +12, 2026, being the 30th day after the last day for the lodging of applications under the Hong +Kong Public Offering. After this date, when no further stabilizing action may be taken, demand +for the H Shares, and their market price, could fall after the end of the stabilizing period. These +activities by the Stabilizing Manager through its affiliates may stabilize, maintain or otherwise +affect the market price of the H Shares. As a result, the price of the H Shares may be higher +than the price that otherwise may exist in the open market; +STRUCTURE OF THE GLOBAL OFFERING +– 266 – + + +--- page 276 --- +(e) any stabilizing action taken by the Stabilizing Manager through its affiliates, or any person +acting for it, may not necessarily result in the market price of the H Shares staying at or above +the Offer Price either during or after the stabilizing period; and +(f) stabilizing bids or transactions effected in the course of the stabilizing action may be made at +a price at or below the Offer Price and therefore at or below the price paid by applicants for, +or investors in, the Offer Shares. +An announcement in compliance with the Securities and Futures (Price Stabilizing) Rules will be +made within seven days of the expiration of the stabilizing period. +PRICING AND ALLOCATION +The Offer Price will be HK$18.36 per Offer Share, unless otherwise announced, as further explained +below. If you apply for the Offer Shares under the Hong Kong Public Offering, you may be required to +pay the Offer Price of HK$18.36 per Offer Share, plus 1.0% brokerage, 0.0027% SFC transaction levy, +0.00015% AFRC transaction levy and 0.00565% Stock Exchange trading fee, amounting to a total of +HK$3,709.04 for one board lot of 200 H Shares. +The International Underwriter will be soliciting from prospective investors indications of interest in +acquiring Offer Shares in the International Offering. Prospective professional and institutional investors +will be required to specify the number of Offer Shares under the International Offering they would be +prepared to acquire at the Offer Price. This process, known as “book-building”, is expected to continue +up to, and to cease on or around, the last day for lodging applications under the Hong Kong Public +Offering. +The Joint Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters) may, where +considered appropriate, based on the level of interest expressed by prospective investors during the +book-building process, and with the prior consent of our Company, reduce the number of Offer Shares +and/or the Offer Price below that stated in this prospectus prior to the morning of the last day for lodging +applications under the Hong Kong Public Offering. In such a situation, our Company will, as soon as +practicable following the decision to make such reduction and in any event not later than the morning of +the last day for lodging applications under the Hong Kong Public Offering, post a notice on the website +of the Stock Exchange ( www.hkexnews.hk ) and the website of our Company ( www.senasic.com ) (the +contents of the website do not form a part of this prospectus). Our Company will also, as soon as +practicable following the decision to make such change, issue a supplemental prospectus updating +investors of the change in the number of Offer Shares being offered under the Global Offering and/or the +Offer Price. The Global Offering must first be canceled and subsequently relaunched on FINI pursuant to +the supplemental prospectus. +Before submitting applications for the Hong Kong Offer Shares, applicants should have regard to the +possibility that any notice of a reduction in the number of Offer Shares and/or the Offer Price may not be +made until the last day for lodging applications under the Hong Kong Public Offering. In the absence of +any such notice so published, the number of Offer Shares will not be reduced and/or the Offer Price, if +agreed upon with our Company and the Joint Sponsor-OCs (for themselves and on behalf of the Hong +Kong Underwriters) will under no circumstances be set outside the Offer Price stated in this prospectus. +The final Offer Price, the indication of the level of interest in the International Offering, the basis +of allotment of the Offer Shares available under the Hong Kong Public Offering and the results of +allocations in the Hong Kong Public Offering are expected to be made available in a variety of channels +in the manner described in the section headed “How to Apply for Hong Kong Offer Shares—D. +Despatch/Collection of H Share Certificates and Refund of Application Monies” in this prospectus. +UNDERWRITING AGREEMENT +The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the +terms of the Hong Kong Underwriting Agreement and is conditional upon the International Underwriting +Agreement being signed and becoming unconditional. +STRUCTURE OF THE GLOBAL OFFERING +– 267 – + + +--- page 277 --- +We expect to enter into the International Underwriting Agreement relating to the International +Offering on or around Monday, June 15, 2026. The underwriting arrangements under the Hong Kong +Underwriting Agreement and the International Underwriting Agreement are summarized in the section +headed “Underwriting” in this prospectus. +CONDITIONS OF THE GLOBAL OFFERING +Acceptance of all applications for Hong Kong Offer Shares is conditional on, among others: +(a) the Listing Committee granting approval for the listing of, and permission to deal in, the Shares +in issue and to be issued (including any Shares that may be issued pursuant to the exercise of +the Over-allotment Option) pursuant to the Global Offering on the Main Board of the Stock +Exchange and such approval not subsequently having been withdrawn or revoked prior to the +Listing Date; +(b) the execution and delivery of the International Underwriting Agreement on or around Monday, +June 15, 2026; and +(c) the obligations of the Hong Kong Underwriters and the Capital Market Intermediaries under the +Hong Kong Underwriting Agreement and the obligations of the International Underwriters and +the Capital Market Intermediaries under the International Underwriting Agreement becoming +unconditional and not having been terminated in accordance with the terms of the respective +agreements, in each case on or before the dates and times specified in the Hong Kong +Underwriting Agreement and/or the International Underwriting Agreement, as the case may be +(unless and to the extent such conditions are validly waived on or before such dates and times) +and in any event not later than 30 days after the date of this prospectus. +The consummation of each of the Hong Kong Public Offering and the International Offering is +conditional upon, among other things, the other offering becoming unconditional and not having been +terminated in accordance with its terms. +If the above conditions are not fulfilled or waived prior to the times and dates specified, the Global +Offering will lapse, and the Stock Exchange will be notified immediately. Notice of the lapse of the Hong +Kong Public Offering will be published by our Company on the website of the Stock Exchange +(www.hkexnews.hk ) and on the website of our Company ( www.senasic.com ) on the next day following +such lapse. In such a situation, all application monies will be returned, without interest, on the terms set +forth in the section headed “How to Apply for Hong Kong Offer Shares—D. Despatch/Collection of H +Share Certificates and Refund of Application Monies” in this prospectus. In the meantime, all application +monies will be held in separate bank account(s) with the receiving banks or other bank(s) in Hong Kong +licensed under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong). +APPLICATION FOR LISTING ON THE STOCK EXCHANGE +We have applied to the Listing Committee of the Stock Exchange for the listing of, and permission +to deal in, the H Shares in issue and to be issued by us pursuant to the Global Offering and to be converted +from the Unlisted Shares as well as the Shares to be issued pursuant to exercised of the options under the +2026 Pre-IPO Share Option Scheme. +Except that we have applied for the Listing on the Stock Exchange, 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. +STRUCTURE OF THE GLOBAL OFFERING +– 268 – + + +--- page 278 --- +H SHARES WILL BE ELIGIBLE FOR CCASS +All necessary arrangements have been made to enable the H Shares to be admitted into CCASS. If +the Stock Exchange grants the listing of, and permission to deal in, the H Shares and our Company +complies with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible +securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of +commencement of dealings in the H Shares on the Stock Exchange or any other date HKSCC chooses. +Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS +on the second settlement day after any trading day. +All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational +Procedures in effect from time to time. +DEALING ARRANGEMENTS +Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong +Kong on Wednesday, June 17, 2026, it is expected that dealings in our H Shares on the Stock Exchange +will commence at 9:00 a.m. on Wednesday, June 17, 2026. +Our H Shares will be traded in board lots of 200 H Shares each and the stock code of the H Shares +will be 6675. +STRUCTURE OF THE GLOBAL OFFERING +– 269 – + + +--- page 279 --- +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.senasic.com . +The contents of this prospectus are identical to the prospectus as registered with the Registrar +of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and +Miscellaneous Provisions) Ordinance. +A. APPLICATION FOR HONG KONG OFFER SHARES +1. Who Can Apply +Y ou can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are applying +for: + are 18 years of age or older; + have a Hong Kong address (for the HK eIPO White Form service only) ; and + 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/his/her close associates; or + are a Director or any of his/her close associates; or + have been allocated or have applied for any International Offer Shares or otherwise participated +in the International Offering. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 270 – + + +--- page 280 --- +2. Application Channels +The Hong Kong Public Offering period will begin at 9:00 a.m. on Tuesday, June 9, 2026 and end +at 12:00 noon on Friday, June 12, 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 +HK eIPO White +Form service www.hkeipo.hk Applicants who would +like to receive a +physical H Share +certificate. Hong Kong +Offer Shares +successfully applied +for will be allotted and +issued in your own +name. +From 9:00 a.m. on +Tuesday, June 9, 2026, +to 11:30 a.m. on +Friday, June 12, 2026, +Hong Kong time. The +latest time for +completing full +payment of application +monies will be 12:00 +noon on Friday, June +12, 2026, Hong Kong +time. +HKSCC EIPO +channel +Y our broker or custodian +who is a HKSCC +Participant will submit +electronic application +instructions on your +behalf through +HKSCC’s FINI system +in accordance with +your instruction. +Applicants who would +not like to receive a +physical H Share +certificate. Hong Kong +Offer Shares +successfully applied +for will be allotted and +issued in the name of +HKSCC Nominees, +deposited directly into +CCASS and credited to +your designated +HKSCC Participant’s +stock account. +Contact your broker or +custodian for the +earliest and latest time +for giving such +instructions, as this +may vary by broker or +custodian. +The HK eIPO White Form service and the HKSCC EIPO channel are facilities subject to capacity +limitations and potential service interruptions and you are advised not to wait until the last day of the +application period to apply for Hong Kong Offer Shares. +For those applying through the HK eIPO White Form service, once you complete payment in +respect of any application instructions given by you or for your benefit through the HK eIPO White Form +service to make an application for Hong Kong Offer Shares, an actual application shall be deemed to have +been made. If you are a person for whose benefit the electronic application instructions are given, you +shall be deemed to have declared that only one set of electronic application instructions has been given +for your benefit. If you are an agent for another person, you shall be deemed to have declared that you +have only given one set of electronic application instructions for the benefit of the person for whom you +are an agent and that you are duly authorized to give those instructions as an agent. +For the avoidance of doubt, giving an application instruction under the HK eIPO White Form +service more than once and obtaining different application reference numbers without effecting full +payment in respect of a particular reference number will not constitute an actual application. +If you apply through the HK eIPO White Form service, you are deemed to have authorized the HK +eIPO White Form Service Provider to apply on the terms and conditions in this prospectus, as +supplemented and amended by the terms and conditions of the HK eIPO White Form service. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 271 – + + +--- page 281 --- +By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf +through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly and +severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees (acting as +nominee for the relevant HKSCC Participants) to apply for Hong Kong Offer Shares on your behalf and +to do on your behalf all the things stated in this prospectus and any supplement to it. +For those applying through HKSCC EIPO channel, an actual application will be deemed to have +been made for any application instructions given by you or for your benefit to HKSCC (in which case an +application will be made by HKSCC Nominees on your behalf) provided such application instruction has +not been withdrawn or otherwise invalidated before the closing time of the Hong Kong Public Offering. +HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC +Nominees shall be liable to you or any other person in respect of any actions taken by HKSCC or HKSCC +Nominees on your behalf to apply for Hong Kong Offer Shares or for any breach of the terms and +conditions of this prospectus. +3. Information Required to Apply +Y ou must provide the following information with your application: +For Individual/Joint Applicants For Corporate Applicants + Full name(s) 2 as shown on your identity +document + Full name(s) 2 as shown on your identity +document + Identity document’s issuing country or +jurisdiction + 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 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  Identity document number +Notes: +(1) If you are applying through the HK eIPO White Form service, you are required to provide a valid e-mail address, a +contact telephone number and a Hong Kong address. Y ou are also required to declare that the identity information +provided by you follows the requirements as described in Note 2 below. In particular, where you cannot provide a +HKID number, you must confirm that you do not hold a HKID card. The number of joint applicants may not exceed +four. If you are a firm, the applicant must be in the individual members’ names. +(2) The applicant’s full name as shown on their identity document must be used and the surname, given name, middle and +other names (if any) must be input in the same order as shown on the identity document. If an applicant’s identity +document contains both an English and Chinese name, both English and Chinese names must be used. Otherwise, either +English or Chinese names will be accepted. The order of priority of the applicant’s identity document type must be +strictly followed and where an individual applicant has a valid HKID card (including both Hong Kong Residents and +Hong Kong Permanent Residents), the HKID number must be used when making an application to subscribe for Hong +Kong Offer Shares. Similarly for corporate applicants, a LEI number must be used if an entity has a LEI certificate. +(3) If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will be required. If +the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the asset management +company or the individual fund, as appropriate, which has opened a trading account with the broker will be required, +as above. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 272 – + + +--- page 282 --- +(4) The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice. +(5) If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document), the identity +document’s issuing country or jurisdiction, the identity document type; and (ii), the identity document number, for each +of the beneficial owners or, in the case(s) of joint beneficial owners, for each joint beneficial owner. If you do not +include this information, the application will be treated as being made for your benefit. +(6) If you are applying as an unlisted company and (i) the principal business of that company is dealing in securities; and +(ii) you exercise statutory control over that company, then the application will be treated as being for your benefit and +you should provide the required information in your application as stated above. +“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any other stock +exchange. +“Statutory control” means you: + control the composition of the board of directors of the company; + control more than half of the voting power of the company; or + hold more than half of the issued share capital of the company (not counting any part of it which carries no right +to participate beyond a specified amount in a distribution of either profits or capital). +For those applying through HKSCC EIPO channel, and making an application under a power of +attorney, we and the Joint Sponsor-OCs, as our agent, have discretion to consider whether to accept it on +any conditions we think fit, including evidence of the attorney’s authority. +Failing to provide any required information may result in your application being rejected. +4. Permitted Number of Hong Kong Offer Shares for Application +Board lot size : 200 Shares +Permitted number of Hong Kong +Offer Shares for application +and amount payable on +application/ successful +allotment +: Hong Kong Offer Shares are available for application in +specified board lot sizes only. Please refer to the amount +payable associated with each specified board lot size in +the table below. +The Offer Price is HK$18.36 per Share. If you are +applying through the HKSCC EIPO channel, your +broker or custodian may require you to pre-fund your +application, in such amount as determined by the broker +or custodian, based on the applicable laws and +regulations in Hong Kong. Y ou are responsible for +complying with any such pre-funding requirement +imposed by your broker or custodian with respect to the +Hong Kong Offer Shares you applied for. +By instructing your broker or custodian to apply for the +Hong Kong Offer Shares on your behalf through the +HKSCC EIPO channel, you (and, if you are joint +applicants, each of you jointly and severally) are +deemed to have instructed and authorized HKSCC to +cause HKSCC Nominees (acting as nominee for the +relevant HKSCC Participants) to arrange payment of the +Offer Price, brokerage, SFC transaction levy, the Stock +Exchange trading fee and the AFRC transaction levy by +debiting the relevant nominee bank account at the +Designated Bank for your broker or custodian. +If you are applying through the HK eIPO White Form +service, you may refer to the table below for the amount +payable for the number of H Shares you have selected. +Y ou must pay the respective amount payable on +application in full upon application for Hong Kong +Offer Shares. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 273 – + + +--- page 283 --- +No. of +Hong Kong +Offer Shares +applied for +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Amount +payable (2) on +application/ +successful +allotment +HK$ HK$ HK$ HK$ +200 3,709.04 3,000 55,635.48 40,000 741,806.42 500,000 9,272,580.30 +400 7,418.06 4,000 74,180.64 50,000 927,258.04 600,000 11,127,096.35 +600 11,127.10 5,000 92,725.81 60,000 1,112,709.63 700,000 12,981,612.42 +800 14,836.13 6,000 111,270.96 70,000 1,298,161.24 800,000 14,836,128.48 +1,000 18,545.17 7,000 129,816.12 80,000 1,483,612.85 900,000 16,690,644.55 +1,200 22,254.18 8,000 148,361.29 90,000 1,669,064.45 1,000,000 18,545,160.60 +1,400 25,963.22 9,000 166,906.45 100,000 1,854,516.05 1,500,000 27,817,740.90 +1,600 29,672.25 10,000 185,451.61 200,000 3,709,032.12 2,000,000 37,090,321.20 +1,800 33,381.29 20,000 370,903.21 300,000 5,563,548.18 2,670,400 +(1) 49,522,996.86 +2,000 37,090.32 30,000 556,354.82 400,000 7,418,064.25 +(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer Shares initially +offered. +(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction +levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) +or to the HK eIPO White Form Service Provider (for applications made through the application channel of the HK eIPO +White Form service) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will be +paid to the SFC, the Stock Exchange and the AFRC, respectively. +5. Multiple Applications Prohibited +Y ou or your joint applicant(s) shall not make more than one application for your own benefit, except +where you are a nominee and provide the information of the underlying investor in your application as +required under the paragraph headed “—A. Application for Hong Kong Offer Shares—3. Information +Required to Apply” in this section. If you are suspected of submitting or cause to submit more than one +application, all of your applications will be rejected. +Multiple applications made either through (i) the HK eIPO White Form service, (ii) HKSCC EIPO +channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have made an +application through the HK eIPO White Form service or HKSCC EIPO channel, you or the person(s) +for whose benefit you have made the application shall not apply for any International Offer Shares. +The H Share Registrar would record all applications into its system and identify suspected multiple +applications with identical names and identification document numbers according to the Best Practice +Note on Treatment of Multiple/Suspected Multiple Applications (“ Best Practice Note ”) issued by the +Federation of Share Registrars Limited. +Since applications are subject to personal information collection statements, identification document +numbers displayed are redacted. +6. Terms and Conditions of An Application +By applying for Hong Kong Offer Shares through the HK eIPO White Form service or HKSCC +EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things on your behalf): +(i) undertake to execute all relevant documents and instruct and authorize us and/or the Joint +Sponsor-OCs, as our agents, to execute any documents for you and to do on your behalf all +things necessary to register any Hong Kong Offer Shares allocated to you in your name or in +the name of HKSCC Nominees as required by the Articles of Association, and (if you are +applying through the HKSCC EIPO channel) to deposit the allotted Hong Kong Offer Shares +directly into CCASS for the credit of your designated HKSCC Participant’s stock account on +your behalf; +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 274 – + + +--- page 284 --- +(ii) confirm that you have read and understand the terms and conditions and application procedures +set out in this prospectus and the designated website of the HK eIPO White Form service (or +as the case may be, the agreement you entered into with your broker or custodian), and agree +to be bound by them; +(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements, +undertakings and warranties under the participant agreement between your broker or custodian +and HKSCC and observe the General Rules of HKSCC and the HKSCC Operational Procedures +for giving application instructions to apply for Hong Kong Offer Shares; +(iv) confirm that you are aware of the restrictions on offers and sales of shares set out in this +prospectus and they do not apply to you, or the person(s) for whose benefit you have made the +application; +(v) confirm that you have read this prospectus and any supplement to it and have relied only on +the information and representations contained therein in making your application (or as the +case may be, causing your application to be made) and will not rely on any other information +or representations; +(vi) agree that the Relevant Persons +1, the H Share Registrar and HKSCC will not be liable for any +information and representations not in this prospectus and any supplement to it; +(vii) agree to disclose the details of your application and your personal data and any other personal +data which may be required about you and the person(s) for whose benefit you have made the +application to us, the Relevant Persons, the H Share Registrar, HKSCC, HKSCC Nominees, the +Stock Exchange, the SFC and any other statutory regulatory or governmental bodies or +otherwise as required by laws, rules or regulations, for the purposes under the paragraph +headed “—G. Personal Data—Purposes” and “—G. Personal Data—4. Transfer of Personal +Data” in this section; +(viii) agree (without prejudice to any other rights which you may have once your application (or as +the case may be, HKSCC Nominees’ application) has been accepted) that you will not rescind +it because of an innocent misrepresentation; +(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous +Provisions) Ordinance, any application made by you or HKSCC Nominees on your behalf +cannot be revoked once it is accepted, which will be evidenced by the notification of the result +of the ballot by the H Share Registrar by way of publication of the results at the time and in +the manner as specified in the paragraph headed “—B. Publication of Results” in this section; +(x) confirm that you are aware of the situations specified in the paragraph headed “—C +Circumstances in which you will not be allocated Hong Kong Offer Shares” in this section; +(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it and the +resulting contract will be governed by and construed in accordance with the laws of Hong +Kong; +(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and +Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any place outside +Hong Kong that apply to your application and that neither we nor the Relevant Persons will +breach any law inside and/or outside Hong Kong as a result of the acceptance of your offer to +purchase, or any action arising from your rights and obligations under the terms and conditions +contained in this prospectus; +1 Relevant Persons would include the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint +Bookrunners, the Joint Lead Managers, the Underwriters, the Capital Market Intermediates and any of their or the Company’s +respective directors, officers, employees, partners, agents or representatives and any other parties involved in the Global +Offering. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 275 – + + +--- page 285 --- +(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not +financed directly or indirectly by the Company, any of the directors, chief executives, +substantial Shareholder(s) or existing shareholder(s) of the Company or any of its subsidiaries +or any of their respective close associates; and (b) you are not accustomed or will not be +accustomed to taking instructions from the Company, any of the directors, chief executives, +substantial shareholder(s) or existing shareholder(s) of the Company or any of its subsidiaries +or any of their respective close associates in relation to the acquisition, disposal, voting or other +disposition of the Shares registered in your name or otherwise held by you; +(xiv) warrant that the information you have provided is true and accurate; +(xv) confirm that you understand that we and the Joint Sponsor-OCs will rely on your declarations +and representations in deciding whether or not to allocate any Hong Kong Offer Shares to you +and that you may be prosecuted for making a false declaration; +(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to you +under the application; +(xvii) declare and represent that this is the only application made and the only application intended +by you to be made to benefit you or the person for whose benefit you are applying; +(xviii) (if the application is made for your own benefit) warrant that no other application has been or +will be made for your benefit by giving electronic application instructions to HKSCC directly +or indirectly or through the application channel of the HK eIPO White Form service or by any +one as your agent or by any other person; and +(xix) (if you are making the application as an agent for the benefit of another person) warrant that +(1) no other application has been or will be made by you as agent for or for the benefit of that +person or by that person or by any other person as agent for that person by giving electronic +application instructions to HKSCC or the HK eIPO White Form Service Provider and (2) +you have due authority to give electronic application instructions on behalf of that other +person as its agent. +B. PUBLICATION OF RESULTS +Results of Allocation +Y ou can check whether you are successfully allocated any Hong Kong Offer Shares through: +Platform Date/Time +Applying through the HK eIPO White Form service or HKSCC EIPO channel: +Website From the “Allotment Results” page at +www.tricor.com.hk/ipo/result or +www.hkeipo.hk/IPOResult with a +“search by ID” function. +The full list of (i) wholly or partially +successful applicants using the HK +eIPO White Form service and +HKSCC EIPO channel, and (ii) the +number of Hong Kong Offer Shares +conditionally allotted to them, among +other things, will be displayed at +www.hkeipo.hk/IPOResult or +www.tricor.com.hk/ipo/result . +24 hours, from 11:00 p.m. on +Tuesday, June 16, 2026 to 12:00 +midnight on Monday, June 22, 2026 +(Hong Kong time) +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 276 – + + +--- page 286 --- +Platform Date/Time +The Stock Exchange’s website at +www.hkexnews.hk and our website at +www.senasic.com which will provide +links to the above mentioned websites +of the H Share Registrar. +No later than 11:00 p.m. on Tuesday, +June 16, 2026 (Hong Kong time). +Telephone +852 3691 8488—the allocation results +telephone enquiry line provided by the +H Share Registrar +between 9:00 a.m. and 6:00 p.m., on +Wednesday, June 17, 2026 to Tuesday, +June 23, 2026 (Hong Kong time) on a +business day +For those applying through HKSCC EIPO channel, you may also check with your broker or +custodian from 6:00 p.m. on Monday, June 15, 2026 (Hong Kong time). +HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on Monday, +June 15, 2026 on a 24-hour basis and should report any discrepancies on allotments to HKSCC as soon +as practicable. +Allocation Announcement +We expect to announce the level of indications of interest in the International Offering, the level of +applications in the Hong Kong Public Offering and the basis of allocations of Hong Kong Offer Shares +on the Stock Exchange’s website at hkexnews.hk and our website at www.senasic.com by no later than +11:00 p.m. on Tuesday, June 16, 2026, (Hong Kong time). +C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER +SHARES +Y ou should note the following situations in which Hong Kong Offer Shares will not be allocated to +you or the person(s) for whose benefit you are applying for: +1. If your application is revoked: +Y our application or the application made by HKSCC Nominees on your behalf may be revoked +pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. +2. If we or our agents exercise our discretion to reject your application: +We, the Joint Sponsor-OCs, the H Share Registrar and their respective agents and nominees have full +discretion to reject or accept any application, or to accept only part of any application, without giving any +reasons. +3. If the allocation of Hong Kong Offer Shares is void: +The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not grant +permission to list the Shares either: + within three weeks from the closing date of the application lists; or + within a longer period of up to six weeks if the Stock Exchange notifies us of that longer period +within three weeks of the closing date of the application lists. +4. If: + you make multiple applications or suspected multiple applications. Y ou may refer to the +paragraph headed “—A. Application for Hong Kong Offer Shares—5. Multiple Applications +Prohibited” in this section on what constitutes multiple applications; +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 277 – + + +--- page 287 --- + 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 Joint Sponsor-OCs believe that by accepting your application, it or we would violate +applicable securities or other laws, rules or regulations. +5. If there is money settlement failure for allotted Shares: +Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants will be +required to hold sufficient application funds on deposit with their Designated Bank before balloting. After +balloting of Hong Kong Offer Shares, the Receiving Bank will collect the portion of these funds required +to settle each HKSCC Participant’s actual Hong Kong Offer Share allotment from their Designated Bank. +There is a risk of money settlement failure. In the extreme event of money settlement failure by +a HKSCC Participant (or its Designated Bank), who is acting on your behalf in settling payment for your +allotted shares, HKSCC will contact the defaulting HKSCC Participant and its Designated Bank to +determine the cause of failure and request such defaulting HKSCC Participant to rectify or procure to +rectify the failure. +However, if it is determined that such settlement obligation cannot be met, the affected Hong Kong +Offer Shares will be reallocated to the International Offering. Hong Kong Offer Shares applied for by you +through the broker or custodian may be affected to the extent of the settlement failure. In the extreme case, +you will not be allocated any Hong Kong Offer Shares due to the money settlement failure by such HKSCC +Participant. None of us, the Relevant Persons, the H Share Registrar and HKSCC is or will be liable if +Hong Kong Offer Shares are not allocated to you due to the money settlement failure. +D. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF +APPLICATION MONIES +Y ou will receive one H Share certificate for all Hong Kong Offer Shares allotted to you under the +Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO channel +where the Share certificates will be deposited into CCASS as described below). +No temporary document of title will be issued in respect of the Shares. No receipt will be issued for +sums paid on application. +H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date, +provided that the Global Offering has become unconditional and the right of termination described in the +section headed “Underwriting” has not been exercised. Investors who trade H Shares prior to the receipt +of H Share certificates or the H Share certificates becoming valid do so entirely at their own risk. +The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus application +monies pending clearance of application monies. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 278 – + + +--- page 288 --- +The following sets out the relevant procedures and time: +HK eIPO White Form service HKSCC EIPO channel +Despatch/collection of H Share certificate 2 +For application of +1,000,000 Hong +Kong Offer Shares +or more +Collection in person at the H Share +Registrar, Tricor Investor Services +Limited, at 17/F, Far East Finance +Centre, 16 Harcourt Road, Hong +Kong +Time : from 9:00 a.m. to 1:00 p.m. +on Wednesday, June 17, 2026 +(Hong Kong time) +If you are an individual, you must +not authorize any other person to +collect for you. If you are a +corporate applicant, your +authorized representative must +bear a letter of authorization from +your corporation stamped with +your corporation’s chop. +Both individuals and authorized +representatives must produce, at +the time of collection, evidence of +identity acceptable to the H Share +Registrar. +Note: If you do not collect your +H Share certificate(s) personally +within the time above, it/they will +be sent to the address specified in +your application instructions by +ordinary post at your own risk. +H Share certificate(s) will be issued +in the name of HKSCC Nominees, +deposited into CCASS and +credited to your designated +HKSCC Participant’s stock +account +No action by you is required +For application +of less than +1,000,000 Hong +Kong Offer Shares +Y our H Share certificate(s) will be +sent to the address specified in +your application instructions by +ordinary post at your own risk +Date : Tuesday, June 16, 2026 +Refund mechanism for surplus application monies paid by you +Date Wednesday, June 17, 2026 Subject to the arrangement between +you and your broker or custodian +Responsible party H Share Registrar Y our broker or custodian +Application monies +paid through +single bank +account +HK eIPO White Form e-Auto +Refund payment instructions to +your designated bank account +Y our broker or custodian will +arrange refund to your designated +bank account subject to the +arrangement between you and it +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 279 – + + +--- page 289 --- +HK eIPO White Form service HKSCC EIPO channel +Application monies +paid through +multiple bank +accounts +Refund cheque(s) will be despatched +to the address as specified in your +application instructions by +ordinary post at your own risk +2 Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning and/or an +“extreme conditions” announcement issued after a super typhoon in force in Hong Kong in the morning on Tuesday, +June 16, 2026 rendering it impossible for the relevant H Share certificates to be despatched to HKSCC in a timely +manner, the Company shall procure the H Share Registrar to arrange for delivery of the supporting documents and H +Share certificates in accordance with the contingency arrangements as agreed between them. Y ou may refer to “—E. +Bad Weather Arrangements” in this section. +E. BAD WEATHER ARRANGEMENTS +The Opening and Closing of the Application Lists +The application lists will not open or close on Friday, June 12, 2026 if, there is/are: + a tropical cyclone warning signal number 8 or above; + a black rainstorm warning; and/or + Extreme Conditions, +(collectively, “ Bad Weather Signals ”), in force in Hong Kong at any time between 9:00 a.m. and 12:00 +noon on Friday, June 12, 2026. +Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the next +business day which does not have Bad Weather Signals in force at any time between 9:00 a.m. and 12:00 +noon. +Prospective investors should be aware that a postponement of the opening/closing of the application +lists may result in a delay in the listing date. Should there be any changes to the dates mentioned in the +section headed “Expected Timetable” in this prospectus, an announcement will be made and published on +the Stock Exchange’s website at www.hkexnews.hk and our website at www.senasic.com of the revised +timetable. +If a Bad Weather Signal is hoisted on Tuesday, June 16, 2026, the H Share Registrar will make +appropriate arrangements for the delivery of the H Share certificates to the CCASS Depository’s service +counter so that they would be available for trading on Wednesday, June 17, 2026. +If a Bad Weather Signal is hoisted on Tuesday, June 16, 2026, for application of less than 1,000,000 +Hong Kong Offer Shares, the despatch of physical H Share certificate(s) will be made by ordinary post +when the post office re-opens after the Bad Weather Signal is lowered or canceled (e.g. in the afternoon +of Tuesday, June 16, 2026 or on Wednesday, June 17, 2026). +If a Bad Weather Signal is hoisted on Wednesday, June 17, 2026, for application of 1,000,000 Hong +Kong Offer Shares or more, physical H Share certificate(s) will be available for collection in person at the +H Share Registrar’s office after the Bad Weather Signal is lowered or canceled (e.g. in the afternoon of +Wednesday, June 17, 2026 or on Thursday, June 18, 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. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 280 – + + +--- page 290 --- +F. ADMISSION OF THE SHARES INTO CCASS +If the Stock Exchange grants the listing of, and permission to deal in, the Shares on the Stock +Exchange and we comply with the stock admission requirements of HKSCC, the 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 Shares or any other date HKSCC chooses. Settlement of transactions +between Exchange Participants is required to take place in CCASS on the second settlement day after any +trading day. +All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational +Procedures in effect from time to time. +All necessary arrangements have been made enabling the Shares to be admitted into CCASS. +Y ou should seek the advice of your broker or other professional advisor for details of the settlement +arrangement as such arrangements may affect your rights and interests. +G. PERSONAL DATA +The following Personal Information Collection Statement applies to any personal data collected and +held by the Company, the H Share Registrar, the receiving 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 client identifier(s) and your identification information. By giving application instructions +to HKSCC, you acknowledge that you have read, understood and agree to all of the terms of the Personal +Information Collection Statement below. +1. Personal Information Collection Statement +This Personal Information Collection Statement informs the applicant for, and holder of, Hong Kong +Offer Shares, of the policies and practices of the Company and the H Share Registrar in relation to +personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong). +2. Reasons for the Collection of Y our Personal Data +It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that +personal data supplied to the Company or its agents and the H Share Registrar is accurate and up-to-date +when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into or out of their +names or in procuring the services of the H Share Registrar. +Failure to supply the requested data or supplying inaccurate data may result in your application for +Hong Kong Offer Shares being rejected, or in the delay or the inability of the Company or the H Share +Registrar to effect transfers or otherwise render their services. It may also prevent or delay registration or +transfers of Hong Kong Offer Shares which you have successfully applied for and/or the despatch of H +Share certificate(s) to which you are entitled. +It is important that applicants for and holders of Hong Kong Offer Shares inform the Company and +the H Share Registrar immediately of any inaccuracies in the personal data supplied. +3. Purposes +Y our personal data may be used, held, processed, and/or stored (by whatever means) for the +following purposes: + processing your application and refund cheque and HK eIPO White Form e-Auto Refund +payment instruction(s), where applicable, verification of compliance with the terms and +application procedures set out in this prospectus and announcing results of allocation of Hong +Kong Offer Shares; +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 281 – + + +--- page 291 --- + compliance with applicable laws and regulations in Hong Kong and elsewhere; + registering new issues or transfers into or out of the names of the holders of the Shares +including, where applicable, HKSCC Nominees; + maintaining or updating the register of members of the Company; + verifying identities of applicants for and holders of the Shares and identifying any duplicate +applications for the Shares; + facilitating Hong Kong Offer Shares balloting; + establishing benefit entitlements of holders of the Shares, such as dividends, rights issues, +bonus issues, etc.; + distributing communications from the Company and its subsidiaries; + compiling statistical information and profiles of the holder of the Shares; + disclosing relevant information to facilitate claims on entitlements; and + any other incidental or associated purposes relating to the above and/or to enable the Company +and the H Share Registrar to discharge their obligations to applicants and holders of the Shares +and/or regulators and/or any other purposes to which applicants and holders of the Shares may +from time to time agree. +4. Transfer of Personal Data +Personal data held by the Company and the H Share Registrar relating to the applicants for and +holders of Hong Kong Offer Shares will be kept confidential but the Company and the H Share Registrar +may, to the extent necessary for achieving any of the above purposes, disclose, obtain or transfer (whether +within or outside Hong Kong) the personal data to, from or with any of the following: + the Company’s appointed agents such as financial advisers, receiving 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 functions in accordance with its rules or procedures and operating FINI and +CCASS (including where applicants for the Hong Kong Offer Shares request a deposit into +CCASS); + any agents, contractors or third-party service providers who offer administrative, +telecommunications, computer, payment or other services to the Company or the H Share +Registrar in connection with their respective business operation; + the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies or +otherwise as required by laws, rules or regulations, including for the purpose of the Stock +Exchange’s administration of the Listing Rules and the SFC’s performance of its statutory +functions; and + any persons or institutions with which the holders of Hong Kong Offer Shares have or propose +to have dealings, such as their bankers, solicitors, accountants or brokers etc. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 282 – + + +--- page 292 --- +5. Retention of Personal Data +The Company and the H Share Registrar will keep the personal data of the applicants and holders +of Hong Kong Offer Shares for as long as necessary to fulfill the purposes for which the personal data were +collected. Personal data which is no longer required will be destroyed or dealt with in accordance with the +Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong). +6. Access to and Correction of Personal Data +Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether the +Company or the H Share Registrar hold their personal data, to obtain a copy of that data, and to correct +any data that is inaccurate. The Company and the H Share Registrar have the right to charge a reasonable +fee for the processing of such requests. All requests for access to data or correction of data should be +addressed to the Company and the H Share Registrar, at their registered address disclosed in the section +headed “Corporate Information” in this prospectus or as notified from time to time, for the attention of the +company secretary, or the H Share Registrar for the attention of the privacy compliance officer. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 283 – + + +--- page 293 --- +The following is the text of a report set out on pages I-1 to I-48, received from the Company’ s +reporting accountants, KPMG, Certified Public Accountants, Hong Kong, for the purpose of incorporation +in this prospectus. +ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE DIRECTORS +OF SENASIC ELECTRONICS TECHNOLOGY CO., LTD. AND CHINA INTERNATIONAL CAPITAL +CORPORATION HONG KONG SECURITIES LIMITED AND GUOTAI JUNAN CAPITAL LIMITED +Introduction +We report on the historical financial information of SENASIC Electronics Technology Co., Ltd. (the +“Company”) and its subsidiaries (together, the “Group”) set out on pages I-3 to I-48, which comprises the +consolidated statements of financial position of the Group and the statements of financial position of the +Company as at 31 December 2023, 2024 and 2025 and the consolidated statements of profit or loss and +other comprehensive income, the consolidated statements of changes in equity and the consolidated cash +flow statements for each of the years ended 31 December 2023, 2024 and 2025 (the “Track Record +Period”), and material accounting policy information and other explanatory information (together, the +“Historical Financial Information”). The Historical Financial Information set out on pages I-3 to I-48 +forms an integral part of this report, which has been prepared for inclusion in the prospectus of the +Company dated 9 June 2026 (the “Prospectus”) in connection with the initial listing of shares of the +Company on the Main Board of The Stock Exchange of Hong Kong Limited. +Directors’ responsibility for Historical Financial Information +The directors of the Company are responsible for the preparation of Historical Financial Information +that gives a true and fair view in accordance with the basis of preparation and presentation set out in Note +1 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. +Reporting accountants’ responsibility +Our responsibility is to express an opinion on the Historical Financial Information and to report our +opinion to you. We conducted our work in accordance with Hong Kong Standard on Investment Circular +Reporting Engagements 200 “Accountants’ Reports on Historical Financial Information in Investment +Circulars” issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”). This standard +requires that we comply with ethical standards and plan and perform our work to obtain reasonable +assurance about whether the Historical Financial Information is free from material misstatement. +Our work involved performing procedures to obtain evidence about the amounts and disclosures in +the Historical Financial Information. The procedures selected depend on the reporting accountants’ +judgement, including the assessment of risks of material misstatement of the Historical Financial +Information, whether due to fraud or error. In making those risk assessments, the reporting accountants +consider internal control relevant to the entity’s preparation of Historical Financial Information that gives +a true and fair view in accordance with the basis of preparation and presentation set out in Note 1 to the +Historical Financial Information in order to design procedures that are appropriate in the circumstances, +but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Our +work also included evaluating the appropriateness of accounting policies used and the reasonableness of +accounting estimates made by the directors, as well as evaluating the overall presentation of the Historical +Financial Information. +We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for +our opinion. +APPENDIX I ACCOUNTANTS’ REPORT +– I-1 – + + +--- page 294 --- +Opinion +In our opinion, the Historical Financial Information gives, for the purpose of the accountants’ report, +a true and fair view of the Company’s and the Group’s financial position as at 31 December 2023, 2024 +and 2025, and of the Group’s financial performance and cash flows for the Track Record Period in +accordance with the basis of preparation and presentation set out in Note 1 to the Historical Financial +Information. +Report on matters under the Rules Governing the Listing of Securities on The Stock Exchange of +Hong Kong Limited and the Companies (Winding Up and Miscellaneous Provisions) Ordinance +Adjustments +In preparing the Historical Financial Information, no adjustments to the Underlying Financial +Statements as defined on page I-3 have been made. +Dividends +We refer to Note 28 to the Historical Financial Information which states that no dividends have been +paid by the Company in respect of the Track Record Period. +Certified Public Accountants +8th Floor, Prince’s Building +10 Chater Road +Central, Hong Kong +9 June 2026 +APPENDIX I ACCOUNTANTS’ REPORT +– I-2 – + + +--- page 295 --- +HISTORICAL FINANCIAL INFORMATION +Set out below is the Historical Financial Information which forms an integral part of this +accountants’ report. +The consolidated financial statements of the Group for the Track Record Period, on which the +Historical Financial Information is based, were audited by KPMG under separate terms of engagement +with the Company in accordance with Hong Kong Standards on Auditing issued by the HKICPA (the +“Underlying Financial Statements”). +APPENDIX I ACCOUNTANTS’ REPORT +– I-3 – + + +--- page 296 --- +CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE +INCOME +Y ear ended 31 December +Note 2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 223,483 347,540 477,861 +Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(186,337) (276,936) (344,273) +Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,146 70,604 133,588 +Other net (losses)/income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 (1,376) (1,805) 5,478 +Selling and marketing costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(11,455) (15,794) (19,656) +Administrative expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(40,951) (44,984) (65,353) +Research and development costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(95,891) (107,901) (101,531) +Impairment losses on goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 (76,136) – – +Loss from operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(188,663) (99,880) (47,474)----------- ----------- ----------- +Changes in the carrying amount of liabilities +recognised for financial instruments issued +to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 (164,506) (251,161) (282,288) +Other finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,231) (298) (802) +Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(a) (166,737) (251,459) (283,090)----------- +----------- ----------- +Loss before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006 (355,400) (351,339) (330,564) +Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007(a) (401) – – +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (330,564) +Attributable to: +Equity shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (329,821) +Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (743) +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (330,564) +Loss per share +Basic and Diluted (RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010 (1.28) (1.13) (1.02) +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (330,564) +Other comprehensive income for the year +Item that may be reclassified subsequently to +profit or loss: +– Exchange differences on translation of +financial statements of overseas subsidiaries – – 281 +Total comprehensive income for the year /H1100/H1100/H1100(355,801) (351,339) (330,283) +Attributable to: +Equity shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (329,756) +Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (527) +Total comprehensive income for the year /H1100/H1100/H1100(355,801) (351,339) (330,283) +APPENDIX I ACCOUNTANTS’ REPORT +– I-4 – + + +--- page 297 --- +CONSOLIDATED STATEMENTS OF FINANCIAL POSITION +At 31 December +Note 2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Non-current assets +Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 16,969 18,657 19,421 +Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 7,519 3,609 7,072 +Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 4,508 2,900 4,427 +Financial assets at fair value through profit or +loss (“FVPL”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 10,037 – – +Goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 –– – +Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014 1,829 1,608 1,713 +40,862 26,774 32,633----------- ----------- ----------- +Current assets +Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 128,233 156,650 234,924 +Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 126,741 107,348 196,348 +Financial assets at fair value through profit or +loss (“FVPL”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 233,272 274,704 50,048 +Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(a) 3,001 3,080 3,158 +Pledged bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020 3,183 35,092 22,015 +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(a) 98,805 89,088 201,347 +593,235 665,962 707,840----------- ----------- ----------- +Current liabilities +Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 86,818 96,328 79,060 +Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023 – 12,103 81,119 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 4,296 3,393 3,550 +91,114 111,824 163,729----------- ----------- ----------- +Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100502,121 554,138 544,111----------- ----------- ----------- +Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100542,983 580,912 576,744----------- ----------- ----------- +Non-current liabilities +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 3,433 209 3,229 +Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025 – 4,338 4,255 +Financial instruments issued to investors /H1100/H1100/H1100/H1100/H110026 1,379,823 1,735,984 2,048,272 +1,383,256 1,740,531 2,055,756----------- ----------- ----------- +NET LIABILITIES /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,479,012) +Capital and reserves +Paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(c) 15,183 – – +Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(d) – 16,147 16,282 +Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(e) (855,456) (1,175,766) (1,503,481) +Total deficit attributable to equity +shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,487,199) +Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 8,187 +TOTAL DEFICIT /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(840,273) (1,159,619) (1,479,012) +APPENDIX I ACCOUNTANTS’ REPORT +– I-5 – + + +--- page 298 --- +STATEMENTS OF FINANCIAL POSITION OF THE COMPANY +At 31 December +Note 2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Non-current assets +Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,521 17,256 15,589 +Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,282 2,346 3,973 +Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,785 2,415 4,183 +Investments in subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 61,285 96,285 126,285 +Financial assets at fair value through profit or +loss (“FVPL”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 10,037 – – +Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,355 1,094 882 +96,265 119,396 150,912----------- ----------- ----------- +Current assets +Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 93,264 121,098 192,764 +Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 144,671 131,302 234,291 +Financial assets at fair value through profit or +loss (“FVPL”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 213,272 254,674 50,048 +Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,001 3,080 3,158 +Pledged bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,183 35,092 22,015 +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,520 16,740 78,521 +542,911 561,986 580,797----------- ----------- ----------- +Current liabilities +Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 90,825 80,510 52,150 +Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023 – 12,103 81,119 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,095 2,070 2,032 +93,920 94,683 135,301----------- ----------- ----------- +Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100448,991 467,303 445,496----------- ----------- ----------- +Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100545,256 586,699 596,408----------- ----------- ----------- +Non-current liabilities +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,279 209 1,719 +Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4,338 3,665 +Financial instruments issued to investors /H1100/H1100/H1100/H1100/H110026 1,379,823 1,735,984 2,048,272 +1,382,102 1,740,531 2,053,656----------- ----------- ----------- +NET LIABILITIES /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(836,846) (1,153,832) (1,457,248) +Capital and reserves +Paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(c) 15,183 – – +Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(d) – 16,147 16,282 +Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(e) (852,029) (1,169,979) (1,473,530) +TOTAL DEFICIT /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(836,846) (1,153,832) (1,457,248) +APPENDIX I ACCOUNTANTS’ REPORT +– I-6 – + + +--- page 299 --- +CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY +Attributable to equity shareholders of the Company +Note +Paid-in +capital +Share +capital +Capital +reserve +Share +premium +Accumulated +losses Total +Non- +controlling +interests +Total +deficit +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +(Note +28(c)) +(Note +28(d)) +(Note +28(e)(ii)) +(Note +28(e)(i)) +Balance at 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H11003,939 – (3,448) – (488,782) (488,291) – (488,291)------ ------ ------ ------ -------- ------ ------- ------ +Loss and total comprehensive income for +the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – (355,801) (355,801) – (355,801) +Capital injections from investors /H1100/H1100/H1100/H1100793 – 482,107 – – 482,900 – 482,900 +Recognition of financial instruments +issued to investors as non-current +liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 – – (482,900) – – (482,900) – (482,900) +Transfer of capital reverse to +paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,451 – (10,451) – – – – – +Equity-settled share-based transactions /H1100 – – 3,819 – – 3,819 – 3,819------ +------ ------ ------ -------- ------ ------- ------ +Balance at 31 December 2023 and +1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,183 – (10,873) – (844,583) (840,273) – (840,273) +Loss and total comprehensive income for +the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – (351,339) (351,339) – (351,339) +Capital injections from +investors/shareholders /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100628 336 58,387 74,664 – 134,015 – 134,015 +Recognition of financial instruments +issued to investors as non-current +liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 – – (105,000) – – (105,000) – (105,000) +Conversion to a joint stock company /H1100/H110028(d)(i) (15,811) 15,811 (1,002,789) 530,724 472,065 – – – +Equity-settled share-based transactions /H1100 – – 2,978 – – 2,978 – 2,978 +Balance at 31 December 2024 /H1100/H1100/H1100/H1100/H1100– 16,147 (1,057,297) 605,388 (723,857) (1,159,619) – (1,159,619)------ +------ ------ ------ -------- ------ ------- ------ +Balance at 31 December 2024 and +1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 16,147 (1,057,297) 605,388 (723,857) (1,159,619) – (1,159,619)------ ------ ------ ------ -------- ------ ------- ------ +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – (329,821) (329,821) (743) (330,564) +Other comprehensive income /H1100/H1100/H1100/H1100/H1100/H1100– – – – 65 65 216 281 +Total comprehensive income for the +year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100- - - – (329,756) (329,756) (527) (330,283) +Capital injections from shareholders /H1100/H1100/H1100 – 135 – 29,865 – 30,000 – 30,000 +Recognition of financial instruments +issued to investors as non-current +liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 – – (30,000) – – (30,000) – (30,000) +Capital injections from non-controlling +interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – – – 8,714 8,714 +Equity-settled share-based transactions /H1100 – – 2,176 – – 2,176 – 2,176------ +------ ------ ------ -------- ------ ------- ------ +Balance at 31 December 2025 /H1100/H1100/H1100/H1100/H1100– 16,282 (1,085,121) 635,253 (1,053,613) (1,487,199) 8,187 (1,479,012) +APPENDIX I ACCOUNTANTS’ REPORT +– I-7 – + + +--- page 300 --- +CONSOLIDATED STATEMENTS OF CASH FLOWS +Y ear ended 31 December +Note 2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Operating activities: +Cash used in operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(b) (60,350) (137,122) (173,637) +Income tax paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(820) – – +Net cash used in operating activities /H1100/H1100/H1100/H1100/H1100/H1100(61,170) (137,122) (173,637)----------- ----------- ----------- +Investing activities: +Payments for the purchase of property, plant +and equipment and intangible assets /H1100/H1100/H1100/H1100/H1100/H1100(6,254) (8,541) (10,545) +Proceeds from disposal of property, plant and +equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– 7 8 +Increase in time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,000) – – +Payments for acquisition of financial assets +measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(332,000) (889,000) (629,665) +Proceeds from disposal of financial assets +measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110080,274 853,702 856,907 +Net cash (used in)/generated from investing +activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(260,980) (43,839) 216,775----------- ----------- ----------- +Financing activities: +Capital element of lease +rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(c) (4,155) (4,576) (4,996) +Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H110021(c) (318) (203) (155) +Proceeds from loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(c) 5,000 12,008 80,669 +Repayment of loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(c) (110,996) – (12,300) +Capital injections from equity shareholder /H1100/H1100/H1100/H1100– 29,015 – +Capital injections from non-controlling +interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 8,714 +Proceeds received in advance from the issue of +financial instruments to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 – 30,000 – +Proceeds from the issue of financial +instruments to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 407,900 105,000 – +Payment for capitalised listing expenses /H1100/H1100/H1100/H1100/H110018 – – (2,811) +Net cash generated from financing +activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100297,431 171,244 69,121----------- ----------- ----------- +Net (decrease)/increase in cash and cash +equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(24,719) (9,717) 112,259 +Cash and cash equivalents at the beginning +of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(a) 123,524 98,805 89,088 +Cash and cash equivalents at the end of the +year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(a) 98,805 89,088 201,347 +APPENDIX I ACCOUNTANTS’ REPORT +– I-8 – + + +--- page 301 --- +NOTES TO THE HISTORICAL FINANCIAL INFORMATION +1 BASIS OF PREPARATION AND PRESENTATION OF HISTORICAL FINANCIAL INFORMATION +SENASIC Electronics Technology Co., Ltd.* (the “Company”) ( ⑏Ҧ(Ϫᘽ)ʮ̡), formerly known as +Nanjing Yingruichuang Electronics Co., Ltd.* (ʮ̡) was incorporated in People’s Republic of China (the +“PRC”) in March 2015 as a limited liability company. In November 2024, the Company was converted from a limited liability +company into a joint stock limited liability company. +The Company and its subsidiaries (together, “the Group”) are principally engaged in design, research and development and +sales of chip products. +The financial statements of the Company and the subsidiaries of the Group for which there are statutory requirements were +prepared in accordance with the relevant accounting rules and regulations applicable to entities in the countries in which they were +incorporated and/or established. The statutory financial statements of the Company for the years ended 31 December 2023, 2024 and +2025 were prepared in accordance with the Accounting Standards for Business Enterprises issued by the Ministry of Finance of the +PRC (the “PRC GAAP”) and audited by Shanghai Xuanhe Certified Public Accountants (General Partnership)* (ԫ +ה(౷ஷΥྫ)) . +As at the date of this report, the Company has direct or indirect interests in the following subsidiaries, all of which are private +and limited liability companies: +Company name +Place and date of +incorporation/ +establishment +Particulars of +registered and +paid-up capital +Proportion of ownership +interest +Principal activities +Name of +statutory auditor +Directly held +by the +Company +Indirectly +held by the +Company +Shanghai SENASIC +Electronic Technology +Co., Ltd.* +ɪऎ +⑏ʮ +̡ +The PRC +09 January 2019 +RMB65,000,000/ +RMB65,000,000 +100.00% – Design, research, +development and +sales of chips +products +2023, 2024 and +2025: Shanghai +Xuanhe Certified +Public +Accountants +(General +Partnership)* +(ࢪࠇ +ה(౷ஷΥྫ)) +Gainsil Semiconductor +Technology (Shanghai) +Co., Ltd.* +Ҧ(ɪऎ)Ϟ +ʮ̡ +The PRC +17 December +2015 +RMB1,960,783/ +RMB1,960,783 +100.00% – Design, research, +development and +sales of chips +products +2023, 2024 and +2025: Shanghai +Xuanhe Certified +Public +Accountants +(General +Partnership)* +(ࢪࠇ +ה(౷ஷΥྫ)) +HongKong SENASIC +Electronic Limited* +ʮ +̡ (i) +Hongkong +25 April 2025 +HKD10,000/ +HKD10,000 +100.00% – Holding and +trading Company +N/A +Viatire Tech SDIV . +BHD. (i) +Malaysia +14 May 2025 +RM10,536,438/ +RM10,536,338 +– 51.00% Manufacturing and +sales of chip +products +N/A +Shanghai Xinruichuang +Electronic Technology +Co., Ltd.ቚ௴ཥɿ +ʮ̡ (i) +The PRC +5 August 2025 +RMB10,000,000/ +Nil +100.00% – Design, research +and development +of chips products +N/A +Notes: +(i) No audited financial statements have been prepared for the relevant periods as they either have not carried on any +business since the date of incorporation or not subject to statutory audit requirements under the relevant rules and +regulations in the jurisdiction of incorporation. +* The English translation of all above companies is for reference only. The official names of the companies established +in the PRC are in Chinese. +APPENDIX I ACCOUNTANTS’ REPORT +– I-9 – + + +--- page 302 --- +All companies comprising the Group have adopted 31 December as their financial year end date. +The Historical Financial Information has been prepared assuming the Group will continue as a going concern notwithstanding +that the Group recorded net liabilities of RMB1,479,012,000 as at 31 December 2025, which is primarily due to financial instruments +issued to investors totaling RMB2,048,272,000 (see Note 26). The redemption rights will be unconditionally terminated upon the +qualified initial public offering of the Company’s shares and the financial instruments issued to investors would be converted into +equity accordingly, resulting in a change from net liabilities to net assets. Taking the above into consideration, and together with the +Group’s cash flow forecast for the next twelve months from 31 December 2025, the directors of the Company are of the opinion that +the Group is able to meet in full its financial obligations as they fall due for at least the next twelve months from 31 December 2025. +Accordingly, the directors of the Company consider it is appropriate to prepare the Historical Financial Information on a going +concern basis. +The Historical Financial Information has been prepared in accordance with all applicable HKFRS Accounting Standards, +which collective term includes all applicable individual Hong Kong Financial Reporting Standards (“HKFRSs”), Hong Kong +Accounting Standards (“HKASs”) and Interpretations issued by the Hong Kong Institute of Certified Public Accountants (the +“HKICPA”). Further details of the material accounting policy information are set out in Note 2. +The HKICPA has issued a number of new and revised HKFRS Accounting Standards. For the purpose of preparing the +Historical Financial Information, the Group has adopted all applicable new and revised HKFRS Accounting Standards to the Track +Record Period, except for any new standards or interpretations that are not yet effective for the Track Record Period. The revised +and new accounting standards and interpretations issued but not yet effective for the Track Record Period are set out in Note 32. +The Historical Financial Information also complies with the applicable disclosure provisions of the Rules Governing the +Listing of Securities on The Stock Exchange of Hong Kong Limited. +The accounting policies set out below have been applied consistently to all periods presented in the Historical Financial +Information. +The Historical Financial Information are presented in Renminbi (“RMB”) and all values are rounded to the nearest thousand +(RMB’000) except when otherwise indicated. +2 MATERIAL ACCOUNTING POLICY INFORMATION +(a) Basis of measurement +The measurement basis used in the preparation of the Historical Financial Information is the historical cost basis except the +financial assets and liabilities measured at FVPL, the financial assets measured at FVOCI are stated at their fair values as explained +in Note 2(e). +(b) Use of estimates and judgments +The preparation of Historical Financial Information in conformity with HKFRS Accounting Standards requires management +to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, +income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are +believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values +of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. +The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised +in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods +if the revision affects both current and future periods. +Judgments made by management in the application of HKFRS Accounting Standards that have significant effect on the +financial statements and major sources of estimation uncertainty are discussed in Note 3. +(c) Subsidiaries and non-controlling interests +Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable +returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial +statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the +date on which control ceases. +Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction gains +or losses) arising from intra-group transactions, are eliminated. Unrealised losses resulting from intra-group transactions are +eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. +For each business combination, the Group can elect to measure any non-controlling interests (“NCI”) either at fair value or +at the NCI’s proportionate share of the subsidiary’s net identifiable assets. +APPENDIX I ACCOUNTANTS’ REPORT +– I-10 – + + +--- page 303 --- +NCI are presented in the consolidated statement of financial position within equity, separately from equity attributable to the +equity shareholders of the Company. NCI in the results of the Group are presented on the face of the consolidated statement of profit +or loss and other comprehensive income as an allocation of the total profit or loss and total comprehensive income for the year +between NCI and the equity shareholders of the Company. +Loans from holders of NCI and other contractual obligations towards these holders are presented as financial liabilities in the +consolidated statement of financial position in accordance with Notes 2(n) or 2(p) depending on the nature of the liability. +Changes in the Group’s interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions. +When the Group loses control of a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI +and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in that former +subsidiary is measured at fair value when control is lost. +In the Company’s statement of financial position, an investment in a subsidiary is stated at cost less impairment losses (see +Note 2(i)(ii)), unless it is classified as held for sale (or included in a disposal group classified as held for sale). +(d) Goodwill +Goodwill arising on acquisition of business is measured at cost less accumulated impairment losses and is tested annually for +impairment (see Note 3(a)(i)). +(e) Other investments in securities +The Group’s policies for investments in securities, other than investments in subsidiaries, associates and joint ventures, are +set out below. +Investments in securities are recognised/derecognised on the date the Group commits to purchase/sell the investment. The +investments are initially stated at fair value plus directly attributable transaction costs, except for those investments measured at fair +value through profit or loss for which transaction costs are recognised directly in profit or loss. For an explanation of how the Group +determines fair value of financial instruments, see Note 29(e). These investments are subsequently accounted for as follows, +depending on their classification. +(i) Non-equity investments +Non-equity investments are classified into one of the following measurement categories: +– Amortised cost, if the investment is held for the collection of contractual cash flows which represent solely +payments of principal and interest. Expected credit losses, interest income calculated using the effective interest +method (see Note 2(t)(ii)), foreign exchange gains and losses are recognised in profit or loss. Any gain or loss +on derecognition is recognised in profit or loss. +– Fair value through other comprehensive income (“FVOCI”) – recycling, if the contractual cash flows of the +investment comprise solely payments of principal and interest and the investment is held within a business +model whose objective is achieved by both the collection of contractual cash flows and sale. Expected credit +losses, interest income (calculated using the effective interest method) and foreign exchange gains and losses +are recognised in profit or loss and computed in the same manner as if the financial asset was measured at +amortised cost. The difference between the fair value and the amortised cost is recognised in OCI. When the +investment is derecognised, the amount accumulated in OCI is recycled from equity to profit or loss. +– Fair value through profit or loss (“FVPL”) if the investment does not meet the criteria for being measured at +amortised cost or FVOCI (recycling). Changes in the fair value of the investment (including interest) are +recognised in profit or loss. +(ii) Equity investments +An investment in equity securities is classified as FVPL, unless the investment is not held for trading purposes and +on initial recognition the Group makes an irrevocable election to designate the investment at FVOCI (non-recycling) such that +subsequent changes in fair value are recognised in OCI. Such elections are made on an instrument-by-instrument basis, but +may only be made if the investment meets the definition of equity from the issuer’s perspective. If such election is made for +a particular investment, at the time of disposal, the amount accumulated in the fair value reserve (non-recycling) is transferred +to retained earnings and not recycled through profit or loss. Dividends from an investment in equity securities, irrespective +of whether classified as at FVPL or FVOCI, are recognised in profit or loss as other income. +APPENDIX I ACCOUNTANTS’ REPORT +– I-11 – + + +--- page 304 --- +(f) Property, plant and equipment +Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses (see Note 2(i)(ii)). +If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as +separate items (major components). +Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. +Depreciation is calculated to write-off the cost or valuation of items of property, plant and equipment less their estimated +residual values, if any, using the straight-line method over their estimated useful lives and is generally recognised in profit or loss. +The estimated useful lives for the current and comparative periods are as follows: +– Equipment and machinery 5 years +– V ehicles 4 years +– Office equipment and furniture 3-5 years +– Leasehold improvements Shorter of useful lives or lease term +Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. +Construction in progress represents property, plant and equipment under construction and equipment pending installation, and +is stated at cost less impairment losses (see Note 2(i)(ii)). Capitalisation of construction in progress costs ceases and the construction +in progress is transferred to property, plant and equipment when substantially all of the activities necessary to prepare the assets for +their intended use are completed. +No depreciation is provided in respect of construction in progress until it is substantially completed and ready for its intended +use. +(g) Intangible assets (other than goodwill) +Expenditure on research activities is recognised in profit or loss as incurred. Development expenditure is capitalised only if +the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits +are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the resulting asset. +Otherwise, it is recognised in profit or loss as incurred. Capitalised development expenditure is subsequently measured at cost less +accumulated amortisation and any accumulated impairment losses. +Other Intangible assets, including software and trademark that are acquired by the Group are stated at cost less accumulated +amortisation (where the estimated useful life is finite) and impairment losses (see Note 2(i)(ii)). +Amortisation is calculated to write-off the cost of intangible assets less their estimated residual values using the straight line +method over their estimated useful lives, if any, and is generally recognised in profit or loss. +The estimated useful lives for the current and comparative periods are as follows: +Software 3-10 years +Trademark 5 years +Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. +(h) Leased assets +At inception of a contract, the Group assesses whether the contract is, or contains, a lease. This is the case if the contract +conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is conveyed +where the customer has both the right to direct the use of the identified asset and to obtain substantially all of the economic benefits +from that use. +(i) As a lessee +Where the contract contains lease component(s) and non-lease component(s), the Group has elected not to separate +non-lease components and accounts for each lease component and any associated non-lease components as a single lease +component for all leases. +At the lease commencement date, the Group recognises a right-of-use asset and a lease liability, except for short-term +leases that have a lease term of 12 months or less and leases of low-value items which, for the Group are primarily staff +dormitories. When the Group enters into a lease in respect of a low-value item, the Group decides whether to capitalise the +lease on a lease-by-lease basis. If not capitalised, the associated lease payments are recognised in profit or loss on a systematic +basis over the lease term. +APPENDIX I ACCOUNTANTS’ REPORT +– I-12 – + + +--- page 305 --- +Where the lease is capitalised, the lease liability is initially recognised at the present value of the lease payments +payable over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, +using a relevant incremental borrowing rate. After initial recognition, the lease liability is measured at amortised cost and +interest expense is recognised using the effective interest method. V ariable lease payments that do not depend on an index or +rate are not included in the measurement of the lease liability and hence are charged to profit or loss incurred. +The right-of-use asset recognised when a lease is capitalised is initially measured at cost, which comprises the initial +amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct +costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the +site on which it is located, less any lease incentives received. The right-of-use asset is subsequently stated at cost less +accumulated depreciation and impairment losses (see Note 2(i)(ii)). +Refundable rental deposits are accounted for separately from the right-of-use assets in accordance with the accounting +policy applicable to investments in non-equity securities carried at amortised cost. Any excess of the nominal value over the +initial fair value of the deposits is accounted for as additional lease payments made and is included in the cost of right-of-use +assets. +The lease liability is remeasured when there is a change in future lease payments arising from a change in an index +or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, +or if the Group changes its assessment of whether it will exercise a purchase, extension, or termination option. When the lease +liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is +recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. +The lease liability is also remeasured when there is a lease modification, which means a change in the scope of a lease +or the consideration for a lease that is not originally provided for in the lease contract, if such modification is not accounted +for as a separate lease. In this case the lease liability is remeasured based on the revised lease payments and lease term using +a revised discount rate at the effective date of the modification. +In the consolidated statements of financial position, the current portion of long-term lease liabilities is determined as +the present value of contractual payments that are due to be settled within twelve months after the reporting period. +(i) Credit losses and impairment of assets +(i) Credit losses from financial instruments +The Group recognises a loss allowance for expected credit losses (“ECLs”) on: +– financial assets measured at amortised cost (including cash and cash equivalents, pledged bank deposits and +trade receivables and other receivables, which are held for the collection of contractual cash flows which +represent solely payments of principal and interest); +Measurement of ECLs +ECLs are a probability-weighted estimate of credit losses. Generally, credit losses are measured as the present +value of all expected cash shortfalls between the contractual and expected amounts. The expected cash shortfalls are +discounted using the following rates if the effect is material: +– fixed-rate financial assets and trade and other receivables: effective interest rate determined at initial +recognition or an approximation there of; +– variable-rate financial assets: current effective interest rate. +The maximum period considered when estimating ECLs is the maximum contractual period over which the +Group is exposed to credit risk. +ECLs are measured on the following bases: +– 12-month ECLs: these are the portion of ECLs that result from default events that are possible within the +12 months after the reporting date (or a shorter period if the expected life of the instrument is less than +12 months); and +– lifetime ECLs: these are the ECLs that result from all possible default events over the expected lives of +the items to which the ECL model applies. +APPENDIX I ACCOUNTANTS’ REPORT +– I-13 – + + +--- page 306 --- +The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are +measured at 12-month ECLs: +– financial instruments that are determined to have low credit risk at the reporting date; and +– other financial instruments for which credit risk (i.e. the risk of default occurring over the expected life +of the financial instrument) has not increased significantly since initial recognition. +Loss allowances for trade receivables are always measured at an amount equal to lifetime ECLs. +Significant increases in credit risk +When determining whether the credit risk of a financial instrument (including a loan commitment) has increased +significantly since initial recognition and when measuring ECLs, the Group considers reasonable and supportable +information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative +information and analysis, based on the Group’s historical experience and informed credit assessment, that includes +forward-looking information. +The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days +past due. +The Group considers a financial asset to be in default when: +– the debtor is unlikely to pay its credit obligations to the group in full, without recourse by the group to +actions such as realising security (if any is held); or +– the financial asset is 90 days past due. +The Group considers a financial instrument to have low credit risk when its credit risk rating is equivalent to +the globally understood definition of ‘investment grade’ in accordance with the globally understood definition or if an +external rating is not available, the asset has an internal rating of ‘performing’. Performing means that the counterparty +has a strong financial position and there is no past due amounts. +ECLs are remeasured at each reporting date to reflect changes in the financial instrument’s credit risk since +initial recognition. Any change in the ECL amount is recognised as an impairment gain or loss in profit or loss. The +Group recognises an impairment gain or loss for all financial instruments with a corresponding adjustment to their +carrying amount through a loss allowance account. +Credit-impaired financial assets +At each reporting date, the Group assesses whether a financial asset is credit impaired. A financial asset is +credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the +financial asset have occurred. +Evidence that a financial asset is credit-impaired includes the following observable events: +– significant financial difficulties of the debtor; +– a breach of contract, such as a default or being more than 90 days past due; +– the restructuring of a loan or advance by the Group on terms that the Group would not consider +otherwise; +– it is probable that the debtor will enter bankruptcy or other financial reorganisation; or +– the disappearance of an active market for a security because of financial difficulties of the issuer. +Write-off policy +The gross carrying amount of a financial asset is written off to the extent that there is no realistic prospect of +recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of +income that could generate sufficient cash flows to repay the amounts subject to the write-off. +Subsequent recoveries of an asset that was previously written off are recognised as a reversal of impairment in +profit or loss in the period in which the recovery occurs. +APPENDIX I ACCOUNTANTS’ REPORT +– I-14 – + + +--- page 307 --- +(ii) Impairment of other non-current assets +At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories and +other contract costs) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s +recoverable amount is estimated. +For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from +continuing use that are largely independent of the cash inflows of other assets or cash-generating units (“CGU”s). +The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal. +V alue in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that +reflects current market assessments of the time value of money and the risks specific to the asset or CGU. +An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. +Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying amount of any +goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis. +An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the +extent that the resulting carrying amount does not exceed the carrying amount that would have been determined, net of +depreciation or amortisation, if no impairment loss had been recognised. +(j) Inventories and other contract costs +(i) Inventories +Inventories are carried at the lower of cost and net realisable value. +Cost is calculated using the weighted average cost formula and comprises all costs of purchase, costs of conversion +and other costs incurred in bringing the inventories to their present location and condition. +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 sale. +(ii) Other contract costs +Other contract costs are either the incremental costs of obtaining a contract with a customer or the costs to fulfil a +contract with a customer which are not capitalised as inventory, property, plant and equipment (see Note 2(f)) or intangible +assets (see Note 2(g)). +Incremental costs of obtaining a contract, e.g. sales commissions, are capitalised if the costs relate to revenue which +will be recognised in a future reporting period and the costs are expected to be recovered. Other costs of obtaining a contract +are expensed when incurred. +Costs to fulfil a contract are capitalised if the costs relate directly to an existing contract or to a specifically identifiable +anticipated contract; generate or enhance resources that will be used to provide goods or services in the future; and are +expected to be recovered. +Otherwise, costs of fulfilling a contract, which are not capitalised as inventory, property, plant and equipment or +intangible assets, are expensed as incurred. +Capitalised contract costs are stated at cost less accumulated amortisation and impairment losses. Amortisation of +capitalised contract costs is recognised in profit or loss when the revenue to which the asset relates is recognised +(see Note 2(t)(i)). +(k) Contract liabilities +A contract liability is recognised when the customer pays non-refundable consideration before the Group recognises the +related revenue (see Note 2(t)). A contract liability is also recognised if the Group has an unconditional right to receive +non-refundable consideration before the Group recognises the related revenue. In such latter cases, a corresponding receivable is also +recognised (see Note 2(l)). +(l) Trade and other receivables +A receivable is recognised when the Group has an unconditional right to receive consideration and only the passage of time +is required before payment of that consideration is due. +APPENDIX I ACCOUNTANTS’ REPORT +– I-15 – + + +--- page 308 --- +Trade receivables that do not contain a significant financing component are initially measured at their transaction price. All +receivables are subsequently stated at amortised cost (see Note 2(i)(i)). +(m) Cash and cash equivalents +Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and short-term, highly liquid +investments that are readily convertible into known amounts of cash, and which are subject to an insignificant risk of changes in +value, having been within three months of maturity at acquisition. Bank overdrafts that are repayable on demand and form an integral +part of the Group’s cash management are also included as a component of cash and cash equivalents for the purpose of the cash flow +statement. Cash and cash equivalents are assessed for ECL (see Note 2(i)(i)). +(n) Trade and other payables +Trade and other payables are initially recognised at fair value. Subsequent to initial recognition, trade and other payables are +stated at amortised cost unless the effect of discounting would be immaterial, in which case they are stated at invoice amounts. +(o) Financial instruments issued to investors with preferred rights +The Group recognises as a financial liability its obligation to purchase its own equity instruments for cash or another financial +asset. The financial liability is measured at the highest present value of the settlement amounts that can arise. Any changes in the +carrying amount of the financial liability arising from the remeasurement of the redemption amount is recognised in profit or loss. +The Group derecognises the financial liability when, and only when, the Group’s obligation is discharged, cancelled or has expired. +(p) Interest-bearing borrowings +Interest-bearing borrowings are measured initially at fair value less transaction costs. Subsequently, these borrowings are +stated at amortised cost using the effective interest method. Interest expense is recognised in accordance with Note 2(v). +(q) Employee benefits +(i) Short-term employee benefits and contributions to defined contribution retirement plans +Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount +expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service +provided by the employee and the obligation can be estimated reliably. +Obligations for contributions to defined contribution retirement plans are expensed as the related service is provided. +(ii) Share-based payments +The grant-date fair value of equity-settled share-based payments granted to employees is measured using the binomial +lattice model. The amount is generally recognised as an expense, with a corresponding increase in equity, over the vesting +period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related +service conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that +meet the related service conditions at the vesting date. +(iii) Termination benefits +Termination benefits are recognised at the earlier of when the Group can no longer withdraw the offer of those benefits +and when it recognises costs for a restructuring. +(r) Income tax +Income tax expense comprises current tax and deferred tax. It is recognised in profit or loss except to the extent that it relates +to a business combination, or items recognised directly in equity or in other comprehensive income (“OCI”). +Current tax comprises the estimated tax payable or receivable on the taxable income or loss for the year and any adjustments +to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate +of the tax amount expected to be paid or received that reflects any uncertainty related to income taxes. It is measured using tax rates +enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends. +Current tax assets and liabilities are offset only if certain criteria are met. +Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for +financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for: +– temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination +and that affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible +temporary differences; +APPENDIX I ACCOUNTANTS’ REPORT +– I-16 – + + +--- page 309 --- +– temporary differences related to investment in subsidiaries, associates and joint venture to the extent that the Group +is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse +in the foreseeable future; +– taxable temporary differences arising on the initial recognition of goodwill; and +– those related to the income taxes arising from tax laws enacted or substantively enacted to implement the Pillar Two +model rules published by the Organisation for Economic Co-operation and Development. +The Group recognised deferred tax assets and deferred tax liabilities separately in relation to its lease liabilities and +right-of-use assets. +Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent +that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined +based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to +recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are +considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting +date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed +when the probability of future taxable profits improves. +Deferred tax assets and liabilities are offset only if certain criteria are met. +(s) Provisions and contingent liabilities +Generally provisions are determined by discounting the expected future cash flows at a pretax rate that reflects current market +assessment of the time value of money and the risks specific to the liability. +A provision for warranties is recognised when the underlying products or services are sold, based on historical warranty data +and a weighting of possible outcomes against their associated probabilities. +Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, +the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible +obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also +disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote. +Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, a separate +asset is recognised for any expected reimbursement that would be virtually certain. The amount recognised for the reimbursement +is limited to the carrying amount of the provision. +(t) Revenue and other income +Income is classified by the Group as revenue when it arises from the sale of goods and the provision of services. +Further details of the Group’s revenue and other income recognition policies are as follows: +(i) Revenue from contracts with customers +The Group principally generates revenue from sales of Integrated Circuits (“ICs”) products. The Group is the principal +for its revenue transactions and recognises revenue on a gross basis. In determine whether the Group acts as principal or as +an agent, it considers whether it obtains control of the products before they are transferred to the customers. Control refers +to the Group’s ability to direct the use of and obtain substantially all of the remaining benefits from the products. +Revenue from sales of the Group’s products is recognised when the customer takes possession of and accepts the +products. +Revenue excludes value added tax or other sales taxes and is after deduction of other sales taxes or any trade discounts. +(ii) Interest income +Interest income is recognised using the effective interest method. The “effective interest rate” is the rate that exactly +discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of the +financial asset. In calculating interest income, the effective interest rate is applied to the gross carrying amount of the asset +(when the asset is not credit-impaired). However, for financial assets that have become credit-impaired subsequent to initial +recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. +If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis. +APPENDIX I ACCOUNTANTS’ REPORT +– I-17 – + + +--- page 310 --- +(iii) Government grants +Government grants are recognised in the statements of financial position initially when there is reasonable assurance +that they will be received and that the Group will comply with the conditions attaching to them. +Grants that compensate the Group for expenses incurred are recognised as income in profit or loss on a systematic basis +in the same periods in which the expenses are incurred. +Grants that compensate the Group for the cost of an asset are recognised initially as deferred income and amortised +as income in the profit or loss on a straight-line basis over the useful life of the related asset. +(u) Translation of foreign currencies +Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange +rates at the dates of the transactions. +Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange +rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into +the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities that are +measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign +currency differences are generally recognised in profit or loss. +(v) Borrowing costs +Borrowing costs that are directly attributable to the acquisition, construction or production of an asset which necessarily takes +a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of that asset. Other borrowing +costs are expensed in the period in which they are incurred. +(w) Related parties +(a) A person, or a close member of that person’s family, is related to the Group if that person: +(i) has control or joint control over the Group; +(ii) has significant influence over the Group; or +(iii) is a member of the key management personnel of the Group or the Group’s parent. +(b) An entity is related to the Group if any of the following conditions applies: +(i) The entity and the Group are members of the same Group (which means that each parent, subsidiary and fellow +subsidiary is related to the others). +(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of +a group of which the other entity is a member). +(iii) Both entities are joint ventures of the same third party. +(iv) One entity is a joint venture of a third entity, and the other entity is an associate of the third entity. +(v) The entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related +to the Group. +(vi) The entity is controlled or jointly controlled by a person identified in (a). +(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management +personnel of the entity (or of a parent of the entity). +(viii) The entity, or any member of a group of which it is a part, provides key management personnel services to the +Group or to the Group’s parent. +Close members of the family of a person are those family members who may be expected to influence, or be influenced by, +that person in their dealings with the entity. +APPENDIX I ACCOUNTANTS’ REPORT +– I-18 – + + +--- page 311 --- +(x) Segment reporting +Operating segments, and the amounts of each segment item reported in the financial statements, are identified from the +financial information provided regularly to the Group’s most senior executive management for the purposes of allocating resources +to, and assessing the performance of, the Group’s various lines of business and geographical locations. +Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar +economic characteristics and are similar in respect of the nature of products and services, the nature of production processes, the type +or class of customers, the methods used to distribute the products or provide the services, and the nature of the regulatory +environment. Operating segments which are not individually material may be aggregated if they share a majority of these criteria. +3 ACCOUNTING JUDGEMENTS AND ESTIMATES +(a) Source of estimation uncertainty +Note 29 contain information about the assumptions and their risk factors relating to valuation of fair value of financial assets. +Other significant sources of estimation uncertainty are as follows: +(i) Impairment of goodwill +The Group determines whether goodwill acquired through business combinations is impaired at least on an annual +basis. This requires an estimation of the value in use of the cash-generating units to which the goodwill is allocated. An +impairment loss is recognised in profit or loss if the carrying amount of the goodwill, or the cash-generating units to which +it belongs, exceeds their recoverable amount. Further details are disclosed in Note 15. +4 REVENUE AND SEGMENT REPORTING +(a) Revenue +(i) Disaggregation of revenue +Disaggregation of revenue from contracts with customers by major business line is set out below: +Y ear ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Revenue from contracts with customers within the +scope of HKFRS 15 +Sales of ICs products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,116 346,118 475,097 +Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100367 1,422 2,764 +223,483 347,540 477,861 +Disaggregation of the Group’s revenue from contracts with customers by the timing of revenue recognition is set out +below: +Y ear ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Point-in-time /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,483 347,540 477,861 +(ii) Revenue expected to be recognised in the future arising from contracts with customers in existence at the reporting +date. +The Group has applied the practical expedient in paragraph 121(a) of HKFRS 15 to its sales contracts for products that +the Group will be entitled to when it satisfies the remaining performance obligations under the contracts for sales of products +that had an original expected duration of one year or less. +(b) Segment reporting +HKFRS 8, Operating Segments , requires identification and disclosure of operating segment information based on internal +financial reports that are regularly reviewed by the Group’s chief operating decision maker for the purpose of resources allocation +and performance assessment. On this basis, the Group has determined that it only has one operating segment which is the sales of +chip products during the Track Record Period. +APPENDIX I ACCOUNTANTS’ REPORT +– I-19 – + + +--- page 312 --- +(i) Geographic information +The following table sets out information about the geographical location of the Group’s revenue from external +customers. The revenue is mainly generated from Chinese Mainland and rest of Asia, such as Taiwan, Malaysia and India +during the Track Record Period, and the geographical location of customers is based on the location at which the products +were sold. +Y ears ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Chinese Mainland /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100223,469 347,496 476,239 +Rest of Asia /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014 44 1,622 +223,483 347,540 477,861 +During the Track Record Period, all of the Group’s specified non-current assets are physically located in the Chinese +mainland, except that one newly leased office and its related leasehold improvements amounting to RMB3,076,000 were located in +Malaysia as of 31 December 2025. +(ii) Information about major customers +Revenue from each major customer which accounted for 10% or more of the Group’s revenue during the Track Record +Period is set out below: +Y ear ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Customer A /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A* 87,554 152,440 +* Less than 10% of the Group’s revenue in the respective year. +5 OTHER NET (LOSSES)/INCOME +Y ear ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Interest income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,306 1,283 1,815 +Net realised and unrealised (losses)/gain on financial assets +measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,417) (3,903) 2,586 +Net loss on disposal of property, plant and equipment /H1100/H1100/H1100/H1100(6) (183) – +Government grants (Note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,007 3,629 4,621 +Net foreign exchange loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(270) (724) (3,151) +Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 (1,907) (393) +(1,376) (1,805) 5,478 +Note: Government grants primarily comprise subsidies received for the encouragement of research and development projects. +6 LOSS BEFORE TAXATION +Loss before taxation is arrived at after charging: +(a) Finance costs: +Y ear ended 31 December +Note 2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Changes in the carrying amount of liabilities +recognised for financial instruments issued to +investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 164,506 251,161 282,288 +Interest on +– loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(c) 1,913 95 647 +– lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021(c) 318 203 155 +Total finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100166,737 251,459 283,090 +APPENDIX I ACCOUNTANTS’ REPORT +– I-20 – + + +--- page 313 --- +(b) Staff costs: +Y ear ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Salaries, wages and other benefits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100101,251 102,264 107,551 +Contributions to defined contribution retirement plans (i) /H1100/H11008,571 8,862 8,861 +Equity-settled share-based payment expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,819 2,978 2,176 +113,641 114,104 118,588 +(i) Defined contribution retirement plans +Employees of the Company and its subsidiaries are required to participate in a defined contribution retirement scheme +administered and operated by the local municipal government. The Company and its subsidiaries contribute funds which are +calculated on certain percentages of the average employee salary as agreed by the local municipal government to the scheme +to fund the retirement benefits of the employees. +The Group has no other material obligation for the payment of retirement benefits associated with the scheme beyond +the annual contributions described above. +(c) Other items: +Y ear ended 31 December +Note 2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Cost of inventories sold /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017(b) 183,562 276,457 343,592 +Depreciation: +– owned property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H110011 4,929 6,518 6,638 +– right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 4,303 4,359 4,710 +Research and development costs (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095,891 107,901 101,531 +Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 14,224 +Amortisation of intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 2,334 1,984 1,688 +(i) During the years ended 31 December 2023, 2024 and 2025, research and development costs include staff costs of +RMB74,127,000, RMB71,770,000, and RMB67,744,000, respectively, which amounts are also included in the +respective total amounts disclosed separately above. +7 INCOME TAX IN THE CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE +INCOME +(a) Taxation in the consolidated statements of profit or loss and other comprehensive income represents: +Y ear ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Current tax: +Provision for PRC income tax for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100401 – – +Deferred tax: +Origination and reversal of temporary differences /H1100/H1100/H1100/H1100/H1100/H1100/H1100–– – +401 – – +APPENDIX I ACCOUNTANTS’ REPORT +– I-21 – + + +--- page 314 --- +(b) Reconciliation between tax expense and accounting loss at applicable tax rates: +Y ear ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Loss before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,400) (351,339) (330,564) +Notional tax on loss before taxation, calculated at the rates +applicable to the jurisdictions concerned (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(88,850) (87,835) (82,627) +Effect of preferential tax rate (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035,540 35,134 32,905 +Effect of additional deduction on research and development +costs (iii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(13,674) (14,281) (15,228) +Tax effect of changes in the carrying amount of liabilities +recognised for financial instruments issued to investors /H1100 24,676 37,674 42,343 +Tax effect of impairment losses on goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,420 – – +Tax effect of other non-deductible expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100648 659 407 +Effect of deferred tax assets in respect of temporary +differences and tax losses not recognised /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,641 28,649 22,200 +Actual tax expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 0 1–– +(i) Pursuant to the Enterprise Income Tax (the “EIT”) Law of the PRC (the “EIT Law”), the Company and its subsidiaries +established and operated in the PRC are liable to EIT at a rate of 25% unless otherwise specified. +According to the relevant tax rules in Malaysia, the Company’s subsidiary Viatire Tech SDIV . BHD. established and +operated in Malaysia is liable to EIT at a rate of 24%. +(ii) According to the EIT Law and its relevant regulations, entities that qualified as high-technology enterprise are entitled +to a preferential income tax rate of 15%. The Company obtained the certificate of high-technology enterprise in 2020 +and renewed in 2023 and is subject to income tax rate at 15% during the Track Record Period. The Company’s +subsidiary, Shanghai SENASIC Electronics Technology Co., Ltd. obtained the certificate of high-technology enterprise +on 15 November 2023 and is subject to income tax rate at 15% from 1 January 2023 to 31 December 2025. The +Company’s subsidiary, Gainsil Semiconductor Technology (Shanghai) Co., Ltd. obtained the certificate of high- +technology enterprise in 2018 and renewed in 2021 and 2024 respectively and is subject to income tax rate at 15% +during the Track Record Period. +(iii) Under the PRC EIT Law and its relevant regulations, 100% additional tax deduction is allowed for qualified research +and development costs during the Track Record Period. +(c) Deferred tax assets not recognised: +In accordance with the accounting policy set out in Note 2(r), as at 31 December 2023, 2024 and 2025, the Group has not +recognised deferred tax assets in respect of cumulative tax losses of RMB508,822,000, RMB693,661,000 and RMB817,654,000 and +temporary differences of RMB36,865,000, RMB43,017,000 and RMB60,946,000 respectively as they have been loss-making for +years and it is not considered probable that taxable profits in foreseeable future will be available against which the tax losses can +be utilised. The tax losses arising from operations in Chinese mainland can be carried forward to offset against taxable profits of +subsequent years for up to ten years from the year in which they arose. +APPENDIX I ACCOUNTANTS’ REPORT +– I-22 – + + +--- page 315 --- +8 DIRECTORS’ AND SUPERVISORS’ EMOLUMENTS +Directors’ and supervisors’ emoluments disclosed as follows: +Y ear ended 31 December 2023 +2023 +Directors’ +fees +Salaries, +allowances +and benefits +in kind +Discretionary +bonuses +Retirement +scheme +contributions Sub-Total +Equity-settled +share-based +payments (l) Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Executive directors +Li Mengxiong ( ҽྫྷඪ) /H1100/H1100/H1100/H1100– 708 73 70 851 – 851 +Zhu Shouteng ( ϡςᙜ) (d) /H1100/H1100– 855 300 70 1,225 161 1,386 +Xu Hongru (ν) /H1100/H1100/H1100/H1100/H1100/H1100– 831 124 70 1,025 102 1,127 +Li Shuguang ( ҽᏣΈ) /H1100/H1100/H1100/H1100/H1100– 780 81 70 931 – 931 +Non-executive directors +Sha Chongjiu (ɘ)/H1100/H1100/H1100/H1100/H1100–– – – – – – +Y ang Y uankui (۲)e) /H1100/H1100–– – – – – – +Chen Yifan ( ௓ఠω) /H1100/H1100/H1100/H1100/H1100/H1100–– – – – – – +Yu We i (ਃ) (a) /H1100/H1100/H1100/H1100/H1100/H1100/H1100–– – – – – – +Wang Huadong (؇)b) /H1100 –– – – – – – +Supervisor +Xu Jianming (׼ܔࢱ)H1100/H1100/H1100/H1100/H1100–– – – – – – +– 3,174 578 280 4,032 263 4,295 +Y ear ended 31 December 2024 +2024 +Directors’ +fees +Salaries, +allowances +and benefits +in kind +Discretionary +bonuses +Retirement +scheme +contributions Sub-Total +Equity-settled +share-based +payments (l) Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Executive directors +Li Mengxiong ( ҽྫྷඪ) /H1100/H1100/H1100/H1100– 732 68 73 873 – 873 +Zhu Shouteng ( ϡςᙜ) /H1100/H1100/H1100/H1100– 963 211 73 1,247 162 1,409 +Xu Hongru (ν) /H1100/H1100/H1100/H1100/H1100/H1100– 865 144 73 1,082 102 1,184 +Li Shuguang ( ҽᏣΈ) /H1100/H1100/H1100/H1100/H1100– 807 74 73 954 – 954 +Non-executive directors +Sha Chongjiu (ɘ)/H1100/H1100/H1100/H1100/H1100–– – – – – – +Y ang Y uankui (۲)H1100/H1100/H1100/H1100–– – – – – – +Chen Yifan ( ௓ఠω) /H1100/H1100/H1100/H1100/H1100/H1100–– – – – – – +Supervisors +Liu Y ong (ۇ)f) /H1100/H1100/H1100/H1100/H1100/H1100/H1100– 544 80 73 697 – 697 +Pu Xiaofei (࠭)g) /H1100/H1100/H1100/H1100– 984 273 73 1,330 – 1,330 +Qian Zhou ( ፺մ) (h) /H1100/H1100/H1100/H1100/H1100– 664 187 73 924 5 929 +Xu Jianming (׼ܔࢱ)c) /H1100/H1100/H1100–– – – – – – +– 5,559 1,037 511 7,107 269 7,376 +APPENDIX I ACCOUNTANTS’ REPORT +– I-23 – + + +--- page 316 --- +Y ear ended 31 December 2025 +Directors’ +fees +Salaries, +allowances +and benefits +in kind +Discretionary +bonuses +Retirement +scheme +contributions Sub-Total +Equity-settled +share-based +payments (l) Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Executive directors +Li Mengxiong ( ҽྫྷඪ) /H1100/H1100/H1100/H1100– 522 202 73 797 – 797 +Zhu Shouteng ( ϡςᙜ) /H1100/H1100/H1100/H1100– 706 344 73 1,123 161 1,284 +Xu Hongru (ν) /H1100/H1100/H1100/H1100/H1100– 892 96 73 1,061 102 1,163 +Li Shuguang ( ҽᏣΈ) /H1100/H1100/H1100/H1100/H1100– 542 223 73 838 – 838 +Non-executive directors +Sha Chongjiu (ɘ) /H1100/H1100/H1100/H1100–– – – – – – +Wang Lin (؍)i)(k) /H1100/H1100/H1100/H1100–– – – – – – +Y ang Y uankui (۲)k) /H1100/H1100–– – – – – – +Chen Yifan ( ௓ఠω) (j) /H1100/H1100/H1100/H1100–– – – – – – +Ju Hua ( ᒴዏ) (k) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– – – – – – +Independent non-executive +directors +Chu Xiaowen ( Ⴃወ˖) (k) /H1100/H1100–– – – – – – +Cheung Suet Fong (ٹ) +k) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– – – – – – +Jie Donghui (ሾ) (k) /H1100/H1100/H1100–– – – – – – +Supervisors +Liu Y ong (ۇ)k) /H1100/H1100/H1100/H1100/H1100/H1100– 388 293 73 754 – 754 +Pu Xiaofei (࠭)k) /H1100/H1100/H1100/H1100– 790 534 73 1,397 – 1,397 +Qian Zhou ( ፺մ) (k) /H1100/H1100/H1100/H1100/H1100/H1100– 687 137 73 897 5 902 +– 4,527 1,829 511 6,867 268 7,135 +Notes: +(a) Y u Wei (ਃ) was appointed as a non-executive director of the Company in September 2021 and resigned in July 2023. +(b) Wang Huadong (؇was appointed as a non-executive director of the Company in September 2021 and resigned +in July 2023. +(c) Xu Jianming (׼ܔࢱwas appointed as a non-executive director of the Company in August 2018 and resigned in +October 2024. +(d) Zhu Shouteng ( ϡςᙜ) was appointed as an executive director of the Company in June 2023. +(e) Y ang Y uankui (۲was appointed as a non-executive director of the Company in June 2023. +(f) Liu Y ong (ۇwas appointed as a supervisor of the Company in October 2024. +(g) Pu Xiaofei (࠭was appointed as a supervisor of the Company in October 2024. +(h) Qian Zhou ( ፺մ) was appointed as a supervisor of the Company in October 2024. +(i) Wang Lin (؍was appointed as a non-executive director of the Company in May 2025. +(j) Chen Yifan ( ௓ఠω) was appointed as a non-executive director of the Company in September 2021 and resigned in +May 2025. +(k) Y ang Y uankui (۲Wang Lin (؍Liu Y ong (ۇPu Xiaofei (࠭and Qian Zhou ( ፺մ) resigned in +August 2025; Ju Hua ( ᒴዏ) was appointed and took effect as non-executive director in August 2025; Chu Xiaowen +(Ⴃወ˖), Cheung Suet Fong (ٹand Jie Donghui (ሾ) were appointed and took effect as independent +non-executive directors in August 2025. +(l) These represent the estimated value of share-based payment granted to the directors under the Company’s share-based +payment scheme. The value of these share-based payment is measured according to the Group’s accounting policies +for share-based payment transactions as set out in Note 2(q)(ii) and, in accordance with that policy, includes +adjustments to reverse amounts accrued in previous years where grants of equity instruments are forfeited prior to +vesting. The details of share-based payment, including the principal terms and the granted numbers, are disclosed in +Note 27. +APPENDIX I ACCOUNTANTS’ REPORT +– I-24 – + + +--- page 317 --- +During the Track Record Period, no director or supervisor has waived or agreed to waive any emoluments and no amounts +were paid or payable by the Group to the directors, supervisor and the chief executive as an inducement to join or upon joining the +Group or as compensation for loss of any office in connection with the management of the affairs of any member of the Group. +9 INDIVIDUALS WITH HIGHEST EMOLUMENTS +For the five individuals with the highest emoluments of the Group for the years ended 31 December 2023, 2024 and 2025, +nil, nil and nil individuals’ emoluments are disclosed in Note 8 and the emoluments in respect of the remaining five, five and five +individuals during the Track Record Period are as follows: +Y ear ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Salaries, allowance and benefits in kind /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,983 6,077 5,385 +Discretionary bonuses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,321 1,771 3,392 +Retirement scheme contributions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100350 364 367 +Equity-settled share-based payments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,236 1,687 902 +10,890 9,899 10,046 +The emoluments of the individuals who are not director/supervisor and with the highest emoluments are within the following +bands: +Y ear ended 31 December +2023 2024 2025 +Number of +individuals +Number of +individuals +Number of +individuals +HK$ +1,500,001 – 2,000,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001–3 +2,000,001 – 2,500,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015– +2,500,001 – 3,000,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003–2 +During the Track Record Period, no amounts were paid or payable by the Group to the above non-director/supervisor highest +paid individuals as an inducement to join or upon joining the Group or as compensation for loss of any office in connection with +the management of the affairs of any member of the Group. +10 LOSS PER SHARE +(a) Basic loss per share +The calculation of basic loss per share during the Track Record Period is based on the loss attributable to ordinary equity +shareholders of the Company and the weighted average number of ordinary shares in issue or deemed to be in issue. +As disclosed Note 28(d), the Company was converted into a joint stock limited liability company and issued 15,811,430 shares +with the par value of RMB1.00 each in November 2024. For the purpose of computing basic and diluted loss per share. the weighted +average number of ordinary shares deemed to be in issue before the Company conversion into a joint stock limited liability company +was determined assuming the conversion into joint stock limited liability company had occurred since 1 January 2023, at the +exchange ratio established in the conversion in November 2024. +In addition, the Company subdivided the Shares from one Share of RMB1.00 each into 20 Shares of RMB0.05 each in August +2025. Accordingly, the weighted average number of ordinary shares has also been adjusted retrospectively from 1 January 2023 for +such share subdivision. +(i) Loss for the year attributable to ordinary equity shareholders of the Company +Y ear ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Loss for the year attributable to all equity +shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,801) (351,339) (329,821) +Allocation of loss for the year attributable to the +ordinary shares with redemption rights /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100222,827 234,450 225,829 +Loss for the year attributable to ordinary equity +shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(132,974) (116,889) (103,992) +APPENDIX I ACCOUNTANTS’ REPORT +– I-25 – + + +--- page 318 --- +(ii) Weighted average number of ordinary shares in issue or deemed to be in issue +Y ear ended 31 December +2023 2024 2025 +’000 ’000 ’000 +Ordinary shares in issue or (deemed to be) in issue at +January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,805 15,183 16,147 +Effect of ordinary shares issued or deemed to be +issued /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,083 310 57 +Effect of ordinary shares with redemption rights +(Note 26) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,697) (10,339) (11,095) +Effect of share subdivision (Note 28(d)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110098,616 97,937 97,071 +Weighted average number of ordinary shares +(deemed to be) in issue at 31 December /H1100/H1100/H1100/H1100/H1100/H1100/H1100103,807 103,091 102,180 +(b) Diluted loss per share +Ordinary shares with redemption rights (Note 26) were not included in the calculation of diluted loss per share as their +inclusion would have been anti-dilutive. Accordingly, diluted loss per share were the same as basic loss per share for the respective +years. +11 PROPERTY, PLANT AND EQUIPMENT +Equipment and +machinery +Office +equipment and +furniture Vehicles +Construction in +progress +Leasehold +improvements Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Cost: +At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,602 1,950 1,168 2,555 4,649 25,924 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100376 13 – 5,225 66 5,680 +Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,720 131 – (6,688) 1,837 – +Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (31) – – – (31) +At 31 December 2023 and +1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,698 2,063 1,168 1,092 6,552 31,573 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,249 906 – 6,222 12 8,389 +Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,757 380 – (7,314) 177 – +Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,180) (278) – – – (4,458) +At 31 December 2024 and +1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,524 3,071 1,168 – 6,741 35,504 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,104 331 – 2,045 – 7,480 +Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (2,045) 2,045 – +Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(156) (234) – – – (390) +At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029,472 3,168 1,168 – 8,786 42,594--------- --------- --------- --------- --------- --------- +Accumulated depreciation: +At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,053) (1,159) (343) – (1,953) (7,508) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,991) (251) (305) – (1,382) (4,929) +Written back on disposals /H1100/H1100/H1100/H1100/H1100/H1100–2 5 – – – 2 5 +At 31 December 2023 and +1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,044) (1,385) (648) – (3,335) (12,412) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,238) (462) (278) – (1,540) (6,518) +Written back on disposals /H1100/H1100/H1100/H1100/H1100/H11001,880 203 – – – 2,083 +At 31 December 2024 and +1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(9,402) (1,644) (926) – (4,875) (16,847) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,830) (354) (191) – (1,263) (6,638) +Written back on disposals /H1100/H1100/H1100/H1100/H1100/H1100101 211 – – – 312 +At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(14,131) (1,787) (1,117) – (6,138) (23,173)--------- --------- --------- --------- --------- --------- +APPENDIX I ACCOUNTANTS’ REPORT +– I-26 – + + +--- page 319 --- +Equipment and +machinery +Office +equipment and +furniture Vehicles +Construction in +progress +Leasehold +improvements Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Provision for impairment: +At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– – – – – +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,192) – – – – (2,192) +At 31 December 2023 and +1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,192) – – – – (2,192) +Written back on disposals /H1100/H1100/H1100/H1100/H1100/H11002,192 – – – – 2,192 +At 31 December 2024, 1 January +2025 and 31 December 2025 /H1100/H1100–– – – – –--------- --------- --------- --------- --------- --------- +Net book value: +At 31 December 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,462 678 520 1,092 3,217 16,969 +At 31 December 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,122 1,427 242 – 1,866 18,657 +At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,341 1,381 51 – 2,648 19,421 +The Group assessed the recoverable amounts of several machines and as a result the carrying amount of the machines was +written down to their recoverable amount of zero due to obsolescence. An impairment loss of RMB2,192,000 was recognised in profit +or loss for the year ended 31 December 2023. +12 RIGHT-OF-USE ASSETS +Properties leased for +own use carried at +cost (a) +RMB’000 +Cost: +At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,453 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,667 +Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,096) +At 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,024 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100449 +Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,667) +At 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,806 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,173 +Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,415) +At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,564 +Accumulated depreciation: +At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,298) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,303) +Written back on disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,096 +At 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6,505) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,359) +Written back on disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,667 +At 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,197) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,710) +Written back on disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,415 +At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,492)-------------- +Net book value: +At 31 December 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,519 +At 31 December 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,609 +At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,072 +APPENDIX I ACCOUNTANTS’ REPORT +– I-27 – + + +--- page 320 --- +The analysis of expense items in relation to leases recognised in profit or loss is as follows: +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Depreciation charge of right-of-use assets by class of +underlying asset: +Properties leased for own use /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,303 4,359 4,710 +Interest on lease liabilities (Note 6(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100318 203 155 +Expense relating to short-term leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100133 65 – +During the years ended 31 December 2023, 2024 and 2025, additions to right-of-use assets of the Group were RMB2,667,000 +and RMB449,000 and RMB8,173,000 respectively. This amount was primarily related to the capitalised lease payments payable +under new tenancy agreements. +Details of total cash outflow for leases, the maturity analysis of lease liabilities and the future cash outflows arising from +leases are set out in Notes 21(d), 24 and 29(b), respectively. +(a) Properties leased for own use +The Group has obtained the right to use properties through tenancy agreements. The leases typically run for an initial period +of 1 to 4 years. +13 INTANGIBLE ASSETS +Trademark Software Total +RMB’000 RMB’000 RMB’000 +Cost: +At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,100 7,240 8,340 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 330 330 +At 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,100 7,570 8,670 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 376 376 +At 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,100 7,946 9,046 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,215 3,215 +At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,100 11,161 12,261------------ ------------ ------------ +Accumulated amortisation: +At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(140) (1,688) (1,828) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(240) (2,094) (2,334) +At 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(380) (3,782) (4,162) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(240) (1,744) (1,984) +At 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(620) (5,526) (6,146) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(240) (1,448) (1,688) +At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(860) (6,974) (7,834)------------ ------------ ------------ +Net book value: +At 31 December 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100720 3,788 4,508 +At 31 December 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100480 2,420 2,900 +At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100240 4,187 4,427 +14 OTHER NON-CURRENT ASSETS +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Prepayments for property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100374 150 – +Rental deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,455 1,458 1,713 +1,829 1,608 1,713 +APPENDIX I ACCOUNTANTS’ REPORT +– I-28 – + + +--- page 321 --- +15 GOODWILL +RMB’000 +Cost: +At 1 January 2023, 31 December 2023, 31 December 2024 and 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110076,136 +Accumulated impairment losses: +At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– +Impairment losses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(76,136) +At 31 December 2023, 31 December 2024 and 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(76,136) +Carrying amount: +At 31 December 2023, 31 December 2024 and 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– +The Group’s goodwill was generated from the acquisition of Gainsil Semiconductor Technology (Shanghai) Co., Ltd. +(“Gainsil”) in 2022. +On 1 March 2022, the Group entered into a share purchase agreement with third parties, namely Liaoning Kelong Fine +Chemical, Inc., Zhang Zhicai and Jiang Y ujun, pursuant to which the Group agreed to acquire 76.90% of issued shares of Gainsil. +The Company obtained the control of Gainsil on 26 May 2022. The transaction was completed with a total consideration of +RMB118,181,000 and goodwill amounting to RMB76,136,000 was recognised. +In October 2022, the Group entered into another share purchase agreement with third parties, Shanghai Y urong Electronic +Technology Service Department, Shenzhen Huaqiu Electronics Co., Ltd., Shenzhen Jialichuang Investment Co., Ltd. and Shanghai +Chansheng Semiconductor Technology Co., Ltd., pursuant to which the Group agreed to acquire the 23.1% non-controlling interests +of Gainsil. The transaction was completed with a total consideration of RMB 23,100,000. After the completion of the transaction, +the Group acquired 100% shareholdings of Gainsil. This transaction did not constitute a package deal with the acquisition mentioned +above. +Impairment tests for cash-generating units containing goodwill +The Group’s management performed an impairment assessment, assisted by an external valuer, to determine the recoverable +amount of cash generated unit (CGU) on goodwill as at 31 December 2023. Based on the management’s assessment result the Group +recognised an impairment loss of goodwill of RMB76,136,000 for the year ended 31 December 2023. +The recoverable amount of the CGU is determined based on value-in-use calculations. These calculations use cash flow +projections based on financial budgets approved by management covering a five-year period. The discount rate used is pre-tax and +reflect specific risks relating to the relevant industry, the CGU itself and macro-environment. +The key inputs and assumptions used in the impairment tests are as follows: +As at 31 December +2023 +Growth rate of revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100-21.8%-13.6% +Growth rate beyond the forecast period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.2% +Pre-tax discount rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017.4% +16 INVESTMENTS IN SUBSIDIARIES +The Company +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Investment in subsidiaries, original cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100141,281 176,281 206,281 +Accumulated impairments loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(79,996) (79,996) (79,996) +61,285 96,285 126,285 +Details of the subsidiaries are set out in Note 1. +As at 31 December 2023, based on the assessment of the Group, the carrying amount of the Company’s investment in +subsidiary, Gainsil Semiconductor Technology (Shanghai) Co., Ltd. exceeded its recoverable amount and an impairment loss of +RMB79,996,000 has been recognised. +APPENDIX I ACCOUNTANTS’ REPORT +– I-29 – + + +--- page 322 --- +17 INVENTORIES +(a) Inventories in the statements of financial position comprise: +The Group +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,052 36,134 51,424 +Semi-finished products and WIP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,206 78,053 108,494 +Finished products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,975 42,463 75,006 +128,233 156,650 234,924 +The Company +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,657 15,737 22,537 +Semi-finished products and WIP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110047,584 76,434 106,898 +Finished products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,023 28,927 63,329 +93,264 121,098 192,764 +(b) The analysis of the amount of inventories recognised as an expense and included in profit or loss is as follows: +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Carrying amount of inventories used /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100187,530 273,206 339,931 +(Reversal)/write-down of inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,968) 3,251 3,661 +183,562 276,457 343,592 +18 TRADE AND OTHER RECEIV ABLES +The Group +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade receivables, net of loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,299 79,595 160,120 +Bill receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,697 1,978 6,716 +Prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,816 19,119 20,681 +V A T recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,178 6,418 5,892 +Capitalisation of listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2,811 +Other receivables and deposits, net of +loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100751 238 128 +126,741 107,348 196,348 +APPENDIX I ACCOUNTANTS’ REPORT +– I-30 – + + +--- page 323 --- +The Company +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade receivables, net of loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110049,956 70,991 160,222 +Bill receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,447 1,478 5,710 +Prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110039,020 18,279 52,956 +V A T recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,308 6,366 5,125 +Capitalisation of listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2,811 +Other receivables and deposits, net of loss allowance /H1100/H1100/H1100/H110040,940 34,188 7,467 +144,671 131,302 234,291 +All of trade and other receivables of the Group are due from third parties and are expected to be recovered or +recognised as expenses within one year. +As of the end of each reporting period, the ageing analysis of trade receivables (which are included in trade and other +receivables) based on the invoice date and net of loss allowance, is as follows: +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,291 79,595 160,120 +Over 1 year but less than 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008– – +65,299 79,595 160,120 +Details on the Group’s credit policy and credit risk arising from trade receivables are set out in Note 29(a). +19 FINANCIAL ASSETS MEASURED AT FAIR V ALUE +(a) Financial assets measured at FVPL: +The Group +At 31 December +Financial assets at FVTPL 2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Non-current asset +Unlisted equity security /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,037 – – +Current asset +Wealth management products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100233,272 274,704 50,048 +The Company +At 31 December +Financial assets at FVTPL 2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Non-current asset +Unlisted equity security /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,037 – – +Current asset +Wealth management products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100213,272 254,674 50,048 +The Group’s wealth management products were purchased from banks in the PRC with variable interest rate during the +Track Record Period and were fully recovered subsequently. +APPENDIX I ACCOUNTANTS’ REPORT +– I-31 – + + +--- page 324 --- +20 PLEDGED BANK DEPOSITS +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Pledged bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,183 35,092 22,015 +As at 31 December 2023, 2024 and 2025, the Group’s pledged bank deposits included bill acceptance deposits, customs duty +payment guarantees, import guarantee deposits and supplier payment guarantee deposits, among which nil, RMB33,092,000 and +RMB19,857,000 is related to supplier payment guarantee deposits respectively. +21 CASH AND CASH EQUIV ALENTS AND OTHER CASH FLOW INFORMATION +(a) Cash and cash equivalents and time deposits with banks comprise: +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Cash at bank and in hand /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110098,805 89,088 201,347 +Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,001 3,080 3,158 +(b) Reconciliation of loss before taxation to cash generated from operations: +Y ear ended 31 December +Note 2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Loss before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(355,400) (351,339) (330,564) +Adjustments for: +– Depreciation of property, plant and equipment /H1100 6(c) 4,929 6,518 6,638 +– Depreciation of right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(c) 4,303 4,359 4,710 +– Amortisation of intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(c) 2,334 1,984 1,688 +– Net loss on disposal of property, plant and +equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 6 183 – +– (Reversal)/write-down of inventories /H1100/H1100/H1100/H1100/H1100/H1100/H110017(b) (3,968) 3,251 3,661 +– Impairment losses of goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 76,136 – – +– Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(a) 166,737 251,459 283,090 +– Interest income on time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1) (79) (78) +– Net realised and unrealised losses/(gain) on +financial assets measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 8,417 3,903 (2,586) +– Impairment losses (reversal)/recognised on +trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029 (96) 142 813 +– Equity-settled share-based transactions /H1100/H1100/H1100/H1100/H11006(b) 3,819 2,978 2,176 +– Impairment losses of property, plant and +equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 2,192 – – +Changes in working capital: +Decrease/(increase) in inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,227 (31,668) (81,935) +Decrease/(increase) in pledged bank deposit /H1100/H1100/H1100/H1100/H1100935 (31,909) 13,077 +(Increase)/decrease in trade and other receivables /H1100/H1100 (47,911) 19,251 (86,305) +Increase/(decrease) in trade and other payables /H1100/H1100/H1100 30,991 (20,490) 12,316 +Increase in other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (3) (255) +Increase/(decrease) in deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4,338 (83) +Cash used in operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(60,350) (137,122) (173,637) +APPENDIX I ACCOUNTANTS’ REPORT +– I-32 – + + +--- page 325 --- +(c) Reconciliation of liabilities arising from financing activities: +The table below details changes in the Group’s liabilities from financing activities, including both cash and non-cash changes. +Liabilities arising from financing activities are liabilities for which cash flows were, or future cash flows will be, classified in the +Group’s cash flow statement as cash flows from financing activities. +Loans and +borrowings Lease liabilities +Financial +instruments issue +to investors Total +RMB’000 RMB’000 RMB’000 RMB’000 +(Note 23) (Note 24) (Note 26) +At 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100104,083 9,217 732,417 845,717----------- ----------- ----------- ----------- +Changes from financing cash flows: +Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (4,155) – (4,155) +Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (318) – (318) +Proceeds from loans and borrowings /H1100/H1100/H1100/H1100/H1100/H11005,000 – – 5,000 +Repayment of loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100(110,996) – – (110,996) +Proceeds from the issue of financial +instruments to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 407,900 407,900 +Total changes from financing cash flows /H1100/H1100/H1100/H1100(105,996) (4,473) 407,900 297,431----------- ----------- ----------- ----------- +Other changes: +Decrease in trade and other payables +(Note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 75,000 75,000 +Increase in lease liabilities from entering into +new leases during the year (Note 12) /H1100/H1100/H1100/H1100/H1100– 2,667 – 2,667 +Changes in the carrying amount of liabilities +recognised for financial instruments issued +to investors (Note 26) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 164,506 164,506 +Interest expenses (Note 6(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,913 318 – 2,231 +Total other changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,913 2,985 239,506 244,404----------- +----------- ----------- ----------- +At 31 December 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 7,729 1,379,823 1,387,552 +Loans and +borrowings Lease liabilities +Financial +instruments issue +to investors Total +RMB’000 RMB’000 RMB’000 RMB’000 +(Note 23) (Note 24) (Note 26) +At 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 7,729 1,379,823 1,387,552----------- ----------- ----------- ----------- +Changes from financing cash flows: +Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (4,576) – (4,576) +Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (203) – (203) +Proceeds from loans and borrowings /H1100/H1100/H1100/H1100/H1100/H110012,008 – – 12,008 +Proceeds from the issue of financial +instruments to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 105,000 105,000 +Total changes from financing cash flows /H1100/H1100/H1100/H110012,008 (4,779) 105,000 112,229----------- ----------- ----------- ----------- +Other changes: +Increase in lease liabilities from entering into +new leases during the year (Note 12) /H1100/H1100/H1100/H1100/H1100– 449 – 449 +Changes in the carrying amount of liabilities +recognised for financial instruments issued +to investors (Note 26) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 251,161 251,161 +Interest expenses (Note 6(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095 203 – 298 +Total other changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095 652 251,161 251,908----------- +----------- ----------- ----------- +At 31 December 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,103 3,602 1,735,984 1,751,689 +APPENDIX I ACCOUNTANTS’ REPORT +– I-33 – + + +--- page 326 --- +Loans and +borrowings Lease liabilities +Financial +instruments issue +to investors Total +RMB’000 RMB’000 RMB’000 RMB’000 +(Note 23) (Note 24) (Note 26) +At 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,103 3,602 1,735,984 1,751,689----------- ----------- ----------- ----------- +Changes from financing cash flows: +Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (4,996) – (4,996) +Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (155) – (155) +Proceeds from loans and borrowings /H1100/H1100/H1100/H1100/H1100/H110080,669 – – 80,669 +Repayment of loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100(12,300) – – (12,300) +Total changes from financing cash flows /H1100/H1100/H1100/H110068,369 (5,151) – 63,218----------- ----------- ----------- ----------- +Other changes: +Increase in lease liabilities from entering into +new leases during the year (Note 12) /H1100/H1100/H1100/H1100/H1100– 8,173 – 8,173 +Decrease in trade and other payables +(Note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 30,000 30,000 +Changes in the carrying amount of liabilities +recognised for financial instruments issued +to investors (Note 26) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 282,288 282,288 +Interest expenses (Note 6(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100647 155 – 802 +Total other changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100647 8,328 312,288 321,263----------- +----------- ----------- ----------- +At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110081,119 6,779 2,048,272 2,136,170 +(d) Total cash outflow for leases +Amounts included in the cash flow statement for leases comprise the following: +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within operating cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100133 65 – +Within financing cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,473 4,779 5,151 +4,606 4,844 5,151 +These amounts are related to lease rentals paid. +22 TRADE AND OTHER PAYABLES +The Group +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035,547 36,760 39,228 +Bills payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,089 – – +Accrued payroll /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,249 18,199 31,535 +Tax payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,727 4,873 2,189 +Other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,577 2,360 2,447 +Proceeds received in advance from the issue of financial +instruments to investors (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 30,000 – +Contract liabilities (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,629 4,136 3,661 +86,818 96,328 79,060 +APPENDIX I ACCOUNTANTS’ REPORT +– I-34 – + + +--- page 327 --- +The Company +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029,050 32,100 28,737 +Bills payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,089 – – +Accrued payroll /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,032 11,734 19,218 +Tax payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100126 518 450 +Other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,174 2,198 2,484 +Proceeds received in advance from the issue of financial +instruments to investors (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 30,000 – +Contract liabilities (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,354 3,960 1,261 +90,825 80,510 52,150 +(i) The Company received proceeds in advance from investors amounting to RMB30,000,000 during the year ended 31 +December 2024, which is recorded in the trade and other payables at the end of the year end and subsequently +recognised as financial instruments issued to investors when shares with redemption rights issued to investors in 2025. +(ii) Contract liabilities +Y ear ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +At the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,014 14,629 4,136 +Net increase in contract liabilities during the year /H1100/H110014,629 4,136 3,661 +Decrease in contract liabilities as a result of +recognising revenue during the year that was +included in the contract liabilities at the beginning +of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,014) (14,629) (4,136) +Balance at the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,629 4,136 3,661 +(a) All trade and other payables of the Group are due to third parties and expected to be settled or recognised as income within +one year or are repayable on demand. +(b) As of the end of each reporting period, the ageing analysis of trade payables (which are included in trade and other payables), +based on the invoice date, is as follows: +The Group +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,509 36,406 39,003 +Over 1 year but less than 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100999 343 225 +Over 2 years but less than 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 92– +Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–9– +35,547 36,760 39,228 +APPENDIX I ACCOUNTANTS’ REPORT +– I-35 – + + +--- page 328 --- +23 LOANS AND BORROWINGS +(a) Loans and borrowings comprise: +The Group +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 81,119 +Loan from shareholders of the Company (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 12,103 – +– 12,103 81,119 +The Company +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Bank loans – supplier finance arrangement (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 19,725 +Other bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 61,394 +Loan from shareholders of the Company (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 12,103 – +– 12,103 81,119 +(i) The Company has entered into supplier finance arrangements with bank for purchase of goods from a subsidiary, under +which the Company obtained extended credit in respect of the purchase from subsidiary. Under these arrangements, +the bank pays the subsidiary the amounts owed by the Company, which normally require advance payments before +delivery. The Company then settles with the bank 360 days after settlement by the bank with interest reference to +one-year Loan Prime Rate plus a specified basis points. +In the statement of financial position of the Company, the Company has presented the payables to the bank under these +arrangements as “loans and borrowings”, in view of the nature and function of such liabilities when compared with the +Company’s trade payables to the subsidiary. As at 31 December 2023, 2024 and 2025, the carrying amount of financial +liabilities under these arrangements amounted to nil, nil, and RMB19,725,000, respectively, all of which the subsidiary +have received payments from the bank. +(ii) As of 6 September 2024, the Group received a short-term interest-bearing loan of RMB12,008,000 from the Company’s +shareholders, Li Mengxiong and Li Shuguang, bearing interest at 2.5% per annum. The balance was fully repaid on +1 September 2025. +(b) As of the end of each reporting period, loans and borrowings were repayable as follows: +The Group and the Company +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within 1 year or on demand /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 12,103 81,119 +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Credit loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 12,103 81,119 +APPENDIX I ACCOUNTANTS’ REPORT +– I-36 – + + +--- page 329 --- +24 LEASE LIABILITIES +As of the end of each reporting period, the lease liabilities were repayable as follows: +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,296 3,393 3,550------------ ------------ ------------ +After 1 year but within 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,224 209 2,952 +After 2 years but within 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100209 – 277 +3,433 209 3,229------------ ------------ ------------ +7,729 3,602 6,779 +25 DEFERRED INCOME +Y ear ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Government grants /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4,338 4,255 +Government grants are related to assets which were obtained by the Group for the purposes of research and development +projects. +26 FINANCIAL INSTRUMENTS ISSUED TO INVESTORS +Redemption rights +Pursuant to the agreements signed before and during the Track Record Period between the Company and its investors, certain +investors were granted the right to require the Company to redeem their shares upon the occurrence of specified events, with the main +conditions being: (i) a qualified IPO does not occur before 31 December 2027; (ii) a material breach on the agreements by the +Company or the founders, of any of their representations, warranties or undertakings under the agreements; and (iii) a change in the +actual controllers of the Company. +The redemption price of the shares shall equal to the higher amount of (i) the aggregate of the original issue price plus an +amount accruing annually at 6% or 8% of the original issue price per annum plus all accumulated undistributed dividends; or (ii) +the fair market price of the original issue shares at the date of the redemption. +Presentation and classification +The Company recognise the financial instruments issued to investors as financial liabilities, because not all triggering events +mentioned in the key terms above are within the control of the Company and these financial instruments did not meet the definition +of equity for the Company. The financial liabilities are measured at the higher amount expected to be paid to the investors upon +redemption or liquidation which is assumed to be at the dates of issuance and at the end of each reporting period. Any changes in +the carrying amount of the financial liabilities were recorded in “Changes in carrying amount of liabilities recognised for financial +instruments issued to investors”. The related redemption options have been conditionally terminated before the submission of listing +application to the Hong Kong Stock Exchange (“HKSE”). Upon the qualified initial public offering of the Company’s shares, the +redemption rights will be unconditionally terminated and the financial instruments issued to investors would be converted into equity +accordingly. +The movements of the financial liabilities recognised for financial instruments issued to investors during the Track Record +Period are as follows: +The Group and the Company +Y ear ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +At the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100732,417 1,379,823 1,735,984 +Recognition of financial instruments issued to investors /H1100/H1100/H1100482,900 105,000 30,000 +Changes in the carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100164,506 251,161 282,288 +At the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,379,823 1,735,984 2,048,272 +APPENDIX I ACCOUNTANTS’ REPORT +– I-37 – + + +--- page 330 --- +The fair market value of the shares were valued by the directors of the Company with reference to valuation reports carried +out by an independent qualified professional valuer. The Company used discounted cash flow method to determine the total share +value of the Company and applied the equity allocation model to determine the fair market value of the shares of relevant series at +the end of each reporting period upon redemption. +Key valuation assumptions used to determine the fair market value of the shares are as follows: +Y ear ended 31 December +2023 2024 2025 +Risk-free rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.2% 1.2% 1.3% +V olatility /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044.5% 46.6% 50.3% +27 EQUITY-SETTLED SHARE-BASED TRANSACTIONS +Restricted Share Incentive Plans +In December 2015, the Group adopted a Restricted Share Units (“RSUs”) Scheme for purpose of providing incentives to core +members of the management team and key employees. The participant of the RSUs Scheme invested in the Company by the way +of acquiring share capital of the Company through employee shareholding platforms (the “Platforms”). +The RSUs Scheme contains certain service conditions and non-market performance conditions. The vesting period is either +of the following scenarios: (i) The RSUs shall vest after two years since grant date. (ii) The RSUs shall vest after four years since +the grant date or after three years since the completion of initial public offering (“IPO”), subject to whichever is later. +If employments relationship of the grantees is terminated before the RSUs become vested, these employees have to transfer +out their equity interests at the initial purchase price paid by the grantees plus interest calculated based on the one-year LPR. +(i) The number of RSUs to the Group’s incentive employees is summarised as follows: +At 31 December +2023 2024 2025 +Number of RSUs Number of RSUs Number of RSUs +Outstanding as at the beginning of +the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100427,012 1,284,855 1,186,888 +Effect of capital reserve converted into share capital +(Note 28(d)(i)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100866,393 – – +Granted /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,364 31,807 21,051 +V ested/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(22,914) (83,464) (4,300) +Forfeited /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (46,310) (45,368) +Outstanding as at the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,284,855 1,186,888 1,158,271 +(ii) Fair value of RSUs +The fair value of services received in return for RSUs is measured by reference to the fair value of RSUs granted. The +estimate of the fair value of the newly granted RSUs is measured based on an equity allocation model. +Y ear ended 31 December +Fair value of RSUs 2023 2024 2025 +Fair value at grant date /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100RMB79.53 to +RMB80.28 +RMB89.83 to +RMB92.06 +RMB106.97 +Subscription price /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100RMB20.26 to +RMB22.32 +RMB22.32 to +RMB22.33 +RMB22.33 +Expected dividend yield /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000% 0% 0% +APPENDIX I ACCOUNTANTS’ REPORT +– I-38 – + + +--- page 331 --- +28 CAPITAL, RESERVES AND DIVIDENDS +(a) Movements in components of equity +The reconciliation between the opening and closing balances of each component of the Group’s consolidated equity is set out +in the consolidated statement of changes in equity. Details of the changes in the Company’s individual components of equity between +the beginning and the end of the year or period are set out below: +Note +Paid-in +capital Share capital +Capital +reserve +Share +premium +Accumulated +losses Total deficit +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +(Note 28(c)) (Note 28(d)) +(Note +28(e)(ii)) +(Note +28(e)(i)) +Balance at 1 January 2023 /H1100/H1100/H1100 3,939 – 5,323 – (487,531) (478,269)-------- -------- -------- -------- -------- -------- +Loss and total comprehensive +income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – (362,396) (362,396) +Capital injections from investors /H1100 793 – 482,107 – – 482,900 +Recognition of financial +instruments issued to investors +as non-current liabilities /H1100/H1100/H1100/H110026 – – (482,900) – – (482,900) +Transfer of capital reverse to +paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,451 – (10,451) – – – +Equity-settled share-based +transactions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 3,819 – – 3,819-------- +-------- -------- -------- -------- -------- +Balance at 31 December 2023 +and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H110015,183 – (2,102) – (849,927) (836,846) +-------- -------- -------- -------- -------- -------- +Loss and total comprehensive +income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – (348,979) (348,979) +Capital injections from +investors/shareholders /H1100/H1100/H1100/H1100/H1100628 336 58,387 74,664 – 134,015 +Recognition of financial +instruments issued to investors +as non-current liabilities /H1100/H1100/H1100/H110026 – – (105,000) – – (105,000) +Conversion to a joint stock +company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028(d)(i) (15,811) 15,811 (1,002,789) 530,724 472,065 – +Equity-settled share-based +transactions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2,978 – – 2,978-------- +-------- -------- -------- -------- -------- +Balance at 31 December 2024 +and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100– 16,147 (1,048,526) 605,388 (726,841) (1,153,832)-------- -------- -------- -------- -------- -------- +Loss and total comprehensive +income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – (305,592) (305,592) +Capital injections from +shareholders /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 135 – 29,865 – 30,000 +Recognition of financial +instruments issued to investors +as non-current liabilities /H1100/H1100/H1100/H110026 – – (30,000) – – (30,000) +Equity-settled share-based +transactions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2,176 – – 2,176-------- +-------- -------- -------- -------- -------- +Balance at 31 December 2025 /H1100 – 16,282 (1,076,350) 635,253 (1,032,433) (1,457,248) +(b) Dividends +No dividends were paid or declared by the Company or any of its subsidiaries during the Track Record Period. +APPENDIX I ACCOUNTANTS’ REPORT +– I-39 – + + +--- page 332 --- +(c) Paid-in capital +Total +RMB’000 +Balance at 1 January 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,939 +Capital reserve transfer to paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,451 +Capital contribution by investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100793 +Balance at 31 December 2023 and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,183 +Capital contribution by investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100628 +Conversion into a joint stock company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(15,811) +Balance at 31 December 2024 and 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– +(d) Share capital +Issued and fully paid: +Numbers of +ordinary shares Share capital +’000 RMB’000 +Issued and fully paid +At 1 January 2023, 31 December 2023 +and 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– +Issue of ordinary shares upon conversion into a joint stock company (i) /H1100/H110015,811 15,811 +Capital injection from shareholders /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100336 336 +At 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,147 16,147 +Capital injection from shareholders (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100135 135 +Share Subdivision (iii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100309,353 – +At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100325,635 16,282 +(i) In November 2024, the Company was converted into a joint stock company with limited liability under the Company +Law of the PRC. The net assets of the Company under the PRC GAAP as of the conversion base date were converted +into 15,811,430 ordinary shares at RMB1.00 each. The excess of net assets converted over nominal value of the +ordinary shares was credited to the Company’s share premium. +(ii) The Company received financing proceeds of RMB30,000,000 during the year ended 31 December 2024 from China +V enture Capital Xinzhi Equity Investment Fund (Guangzhou) Partnership (Limited Partnership) which was recorded +in trade and other payables as at 31 December 2024. The financing proceeds subsequently transferred to share capital +and share premium amounting to RMB135,000 and RMB29,865,000 respectively when shares issued to investors in +2025, and then recognised as financial instruments issued to investors. +(iii) In August 2025, the Company subdivided the Shares from one Share of RMB1.00 each into 20 Shares of RMB0.05 +each. +(e) Nature and purpose of reserves +(i) Share premium +Under PRC rules and regulations, share premium is non-distributable other than in liquidation and may be utilised for +business expansion or converted into ordinary shares by the issuance of new shares to shareholders in proportion to their +existing shareholdings or by increasing the par value of the shares currently held by the shareholders. +(ii) Capital reserve +The capital reserve mainly comprises the following: +– the portion of the grant date fair value of RSUs granted to employees of the Group that has been recognised in +accordance with the accounting policy adopted for share-based payments in Note 2(q)(ii). +– amounts in relation to the recognition of the financial instruments issued to investors (see Note 26). +– the excess of the net contributions from the investors of the Company over the total paid-in capital issued. +APPENDIX I ACCOUNTANTS’ REPORT +– I-40 – + + +--- page 333 --- +(f) Capital management +The Group’s primary objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, +so that it can continue to provide returns for shareholders and benefits for other stakeholders, by pricing products and services +commensurately with the level of risk and by securing access to finance at a reasonable cost. +The Group actively and regularly reviews and manages its capital structure to maintain a balance between the higher +shareholder returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound +capital position and makes adjustments to the capital structure in light of changes in economic conditions. +29 FINANCIAL RISK MANAGEMENT AND FAIR V ALUE OF FINANCIAL INSTRUMENTS +Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of the Group’s business. +The Group’s exposure to these risks and the financial risk management policies and practices used by the Group to manage +these risks are described below. +(a) Credit risk +Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the +Group. The Group’s credit risk is primarily attributable to trade and other receivables. +The Group’s exposure to credit risk arising from cash and cash equivalents, pledged bank deposits and fixed deposits with +more than three months to maturity is limited because the counterparties are state-owned banks or reputable commercial banks for +which the Group considers to have low credit risk. +Trade receivables +The Group has established a credit risk management policy under which individual credit evaluations are performed +on all customers requiring credit over a certain amount. These evaluations focus on the customer’s past history of making +payments when due and current ability to pay and take into account information specific to the customer as well as pertaining +to the economic environment in which the customer operates. Trade receivables are due within 30 days to 90 days from the +date of billing. Normally, the Group does not obtain collateral from customers. +Significant concentrations of credit risk primarily arise when the Group has significant exposure to individual +customers. The trade receivables from the Group’s five largest customers at 31 December 2023, 2024 and 2025 represented +79%, 93% and 99% of the total trade receivables respectively, while 21%, 77% and 79% of the total trade receivables were +due from the largest single customer respectively. +The Group measures loss allowances for trade receivables at an amount equal to lifetime ECLs, which is calculated +using a provision matrix. As the Group’s historical credit loss experience does not indicate significantly different loss patterns +for different customer segments, the loss allowance based on past due status is not further distinguished between the Group’s +different customer bases. +The following table provides information about the Group’s exposure to credit risk and ECLs for trade receivables: +2023 +Expected loss rate +Gross carrying +amount Loss allowance +% RMB’000 RMB’000 +Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001% 65,951 660 +Over 1 year but less than 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020% 10 2 +Total 65,961 662 +2024 +Expected loss rate +Gross carrying +amount Loss allowance +% RMB’000 RMB’000 +Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001% 80,399 804 +Total 80,399 804 +APPENDIX I ACCOUNTANTS’ REPORT +– I-41 – + + +--- page 334 --- +2025 +Expected loss rate +Gross carrying +amount Loss allowance +% RMB’000 RMB’000 +Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001% 161,737 1,617 +Total 161,737 1,617 +Expected loss rates are based on actual loss experience over the past 36 months. These rates are adjusted to reflect +differences between economic conditions during the period over which the historic data has been collected, current conditions +and the Group’s view of economic conditions over the expected lives of the receivables. +Movement in the loss allowance account in respect of trade receivables during the Track Record Period is as follows: +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Balance at 1 January /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(758) (662) (804) +Impairment losses reversal/(recognised) during the +year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110096 (142) (813) +Balance at 31 December /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(662) (804) (1,617) +Other receivables and deposits +Credit risk in respect of other receivables and deposits is limited since the balance mainly includes deposits to +customers. +The Group measures loss allowances for other receivables and deposits at an amount equal to 12-month ECLs unless +there has been a significant increase in credit risk since initial recognition, in which case the loss allowance is measured at +an amount equal to lifetime ECLs. The Group assessed that there is no significant loss allowance recognised in accordance +with HKFRS 9 for other receivables and deposits as at 31 December 2023, 2024 and 2025. +(b) Liquidity risk +The Group’s policy is to regularly monitor liquidity requirements, and to ensure that it maintains sufficient reserves of cash +and adequate committed lines of funding from major financial institutions to meet its liquidity requirements in the short and longer +term. +The following tables show the remaining contractual maturities at the end of each reporting period of the Group’s financial +liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contractual rates +or, if floating, based on rates current at the end of each reporting period) and the earliest date the Group can be required to pay. +At 31 December 2023 +Contractual undiscounted cash outflow +Within 1 year +or on demand +More than +1 year but less +than 2 years +More than +2 year but less +than 5 years +More than +5 years Total +Balance sheet +carrying +amount +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Trade and other payables /H1100/H1100/H1100/H1100/H1100/H110086,818 – – – 86,818 86,818 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,493 3,285 211 – 7,989 7,729 +Financial instruments issued +to investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,379,823 – – – 1,379,823 1,379,823 +1,471,134 3,285 211 – 1,474,630 1,474,370 +APPENDIX I ACCOUNTANTS’ REPORT +– I-42 – + + +--- page 335 --- +At 31 December 2024 +Contractual undiscounted cash outflow +Within 1 year +or on demand +More than +1 year but less +than 2 years +More than +2 year but less +than 5 years +More than +5 years Total +Balance sheet +carrying +amount +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,302 – – – 12,302 12,103 +Trade and other payables /H1100/H1100/H1100/H1100/H1100/H110096,328 – – – 96,328 96,328 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,455 211 – – 3,666 3,602 +Financial instruments issued to +investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,735,984 – – – 1,735,984 1,735,984 +1,848,069 211 – – 1,848,280 1,848,017 +At 31 December 2025 +Contractual undiscounted cash outflow +Within 1 year +or on demand +More than +1 year but less +than 2 years +More than +2 year but less +than 5 years +More than +5 years Total +Balance sheet +carrying +amount +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110082,564 – – – 82,564 81,119 +Trade and other payables /H1100/H1100/H1100/H1100/H1100/H110079,060 – – – 79,060 79,060 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,695 2,999 279 – 6,973 6,779 +Financial instruments issued to +investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,048,272 – – – 2,048,272 2,048,272 +2,213,591 2,999 279 – 2,216,869 2,215,230 +(c) Interest rate risk +Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes +in market interest rates. +The Group’s interest rate risk arises primarily from cash at bank, pledged bank deposits and interest-bearing borrowings. The +Group’s interest-bearing financial instruments at variable rates as at 31 December 2023, 2024 and 2025 primarily are the cash at +bank, pledged bank deposits and interest-bearing borrowings, and the cash flow interest rate risk arising from the change of market +interest rate on these balances is not considered significant. +The Group’s interest rate profile as monitored by management is set out below. +The Group’s interest-bearing borrowings, lease liabilities, pledged bank deposits, time deposits and cash and cash equivalents +and interest rates at the end of each reporting period are set out as follows: +At 31 December +2023 2024 2025 +Effective +interest rate RMB’000 +Effective +interest rate RMB’000 +Effective +interest rate RMB’000 +Fixed rate instruments +Time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.60% 3,001 2.60% 3,080 2.60% 3,158 +Loans and borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2.50% (12,103) 1.55%-2.11% (81,119) +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003.45%-3.65% (7,729) 3.1%-3.45% (3,602) 3.0%-3.55% (6,779) +(4,728) (12,625) (84,740) +Variable rate instruments +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.05%-2.80% 98,805 0.05%-1.00% 89,088 0.01%-0.45% 201,347 +Pledged bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.20%-2.05% 3,183 1.25%-2.05% 35,092 0.05%-2.05% 22,015 +101,988 124,180 223,362 +APPENDIX I ACCOUNTANTS’ REPORT +– I-43 – + + +--- page 336 --- +(i) Sensitivity analysis +At 31 December 2023, 2024 and 2025, it is estimated that a general increase/decrease of 100 basis points in interest +rates, with all other variables held constant, would have decrease/increase in the Group’s loss after tax and accumulated losses +as follows. +Increase/(decrease) +in basis points +(Decrease)/Increase +in loss after tax +for the year +(Decrease)/Increase +in accumulated losses +for the year +RMB’000 RMB’000 +At 31 December 2023 +Basis points /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100 (1,020) (1,020) +Basis points /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(100) 1,020 1,020 +At 31 December 2024 +Basis points /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100 (1,242) (1,242) +Basis points /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(100) 1,242 1,242 +At 31 December 2025 +Basis points /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100 (2,234) (2,234) +Basis points /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(100) 2,234 2,234 +(d) Currency risk +The Group is exposed to currency risk primarily through purchases which give rise to payables and cash balances that are +denominated in a foreign currency, i.e. a currency other than the functional currency of the operations to which the transactions +relate. The currencies giving rise to this risk are primarily United States dollars. +Exposure to foreign currencies +2023 2024 2025 +USD USD USD +RMB’000 RMB’000 RMB’000 +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110068 86 44,934 +Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,995) (3,891) (1,103) +(1,927) (3,805) 43,831 +(i) Sensitivity analysis +The following table indicates the instantaneous change in the Group’s loss after tax and accumulated losses that would +arise if foreign exchange rates to which the Group has significant exposure at the end of the reporting period had changed +at that date, assuming all other risk variables remained constant. +Increase/ (decrease) in +foreign exchange rates +(Increase)/decrease on +loss after tax and +accumulated losses +RMB’000 +At 31 December 2023 +US$ (against RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005% (96) +-5% 96 +At 31 December 2024 +US$ (against RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005% (190) +-5% 190 +At 31 December 2025 +US$ (against RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005% 2,192 +-5% (2,192) +APPENDIX I ACCOUNTANTS’ REPORT +– I-44 – + + +--- page 337 --- +(e) Fair value measurement +(i) Financial assets and liabilities measured at fair value +Fair value hierarchy +The following table presents the fair value of the Group’s financial instruments measured at the end of each +reporting period on a recurring basis, categorised into the three-level fair value hierarchy as defined in HKFRS 13, Fair +value measurement . The level into which a fair value measurement is classified is determined with reference to the +observability and significance of the inputs used in the valuation technique as follows: +– Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted +prices in active markets for identical assets or liabilities at the +measurement date +– Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail +to meet Level 1, and not using significant unobservable inputs. +Unobservable inputs are inputs for which market data are not available +– Level 3 valuations: Fair value measured using significant unobservable inputs +The Group has a team performing valuations for the financial instruments categories into Level 3 of the fair +value hierarchy. The team reports directly to the chief financial officer. V aluation assessment with analysis of changes +in fair value measurement is prepared by the team at each reporting date and is reviewed and approved by the chief +financial officer. +Fair value at +31 December 2023 +Fair value measurements as at 31 December 2023 categorised into +Level 1 Level 2 Level 3 +RMB’000 RMB’000 RMB’000 RMB’000 +Recurring fair value +measurement +Financial assets at FVPL: +– Wealth management products /H1100 233,272 – – 233,272 +– Unlisted equity security /H1100/H1100/H1100/H110010,037 – – 10,037 +243,309 – – 243,309 +Fair value at +31 December 2024 +Fair value measurements as at 31 December 2024 categorised into +Level 1 Level 2 Level 3 +RMB’000 RMB’000 RMB’000 RMB’000 +Recurring fair value +measurement +Financial assets at FVPL: +– Wealth management products /H1100 274,704 – – 274,704 +Fair value at +31 December 2025 +Fair value measurements as at 31 December 2025 categorised into +Level 1 Level 2 Level 3 +RMB’000 RMB’000 RMB’000 RMB’000 +Recurring fair value +measurement +Financial assets at FVPL: +– Wealth management products /H1100 50,048 – – 50,048 +During the Track Record Period, there were no transfers between Level 1 and Level 2, or transfers into or out +of Level 3. The Group’s policy is to recognise transfers between levels of fair value hierarchy as at the end of each +reporting period in which they occur. +Information about Level 3 fair value measurements +The fair values of wealth management products have been estimated using a discounted cash flow valuation +model based on assumptions that are not supported by observable market prices or rates. The valuation requires the +directors of the Company to make estimates about the expected future cash flows including expected future interest +return on maturity of the wealth management products. The directors of the Company believe that the estimated fair +values resulting from the valuation technique are reasonable, and that they were the most appropriate values at the end +of each of the reporting period. The directors believes that any reasonably possible change in any of the key +assumptions would not cause significant change of the respective fair value amount of the wealth management +products. +APPENDIX I ACCOUNTANTS’ REPORT +– I-45 – + + +--- page 338 --- +The fair values of unlisted equity security have been estimated using an adjusted latest round transaction price +that are not supported by observable market prices or rates. The valuation requires the directors of the Company to +make estimates about the discount factor. The directors of the Company believe that the estimated fair values resulting +from the valuation technique are reasonable, and that they were the most appropriate values at the end of each of the +reporting period. The directors of the Company believe that any reasonably possible change in any of the key +assumptions would not cause significant change of the respective fair value amount of the unlisted equity security. +Below is a summary of significant unobservable inputs to the valuation of these financial assets at FVPL +together at the end of each of the reporting period: +31 December 2023 +Valuation techniques +Significant +unobservable inputs Range +Sensitivity of fair value +to the input +Wealth management products /H1100/H1100Discounted cash +flow method +Interest return +rate +1.30%-3.95% 0.05% increase/(decrease) +in interest return rate +would result in +increase/(decrease) in +fair value by +RMB25,118 +Unlisted equity security /H1100/H1100/H1100/H1100/H1100Adjust recent +transaction price +Discount factor 47% 0.5% increase/(decrease) +in discount factor +would result in +decrease/(increase) in +fair value by +RMB100,000 +31 December 2024 +Valuation techniques +Significant +unobservable inputs Range +Sensitivity of fair value +to the input +Wealth management products /H1100/H1100Discounted cash +flow method +Interest return +rate +1.92%-2.40% 0.05% increase/(decrease) +in interest return rate +would result in +increase/(decrease) in +fair value by +RMB16,362 +31 December 2025 +Valuation techniques +Significant +unobservable inputs Range +Sensitivity of fair value +to the input +Wealth management products /H1100/H1100Discounted cash +flow method +Interest return +rate +0.60%-2.37% 0.05% increase/(decrease) +in interest return rate +would result in +increase/(decrease) in +fair value by +RMB1,096 +The movement during the year in the balance of these Level 3 fair value measurements are as follows: +For the year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +At the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 243,309 274,704 +Purchase /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100332,000 889,000 629,665 +Changes in fair value recognised +in profit or loss during the year +(Note 5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,417) (3,903) 2,586 +Redemption /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(80,274) (853,702) (856,907) +At the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100243,309 274,704 50,048 +(ii) Fair value of financial assets and liabilities carried at other than fair value +The carrying amounts of the Group’s financial instruments carried at amortised cost were not materially different from +their fair values as at 31 December 2023, 2024 and 2025. +APPENDIX I ACCOUNTANTS’ REPORT +– I-46 – + + +--- page 339 --- +30 MATERIAL RELATED PARTY TRANSACTIONS +Names and relationship of the related parties that had material transactions with the Group during the Track Record Period +are disclosed as following: +Name of party Relationship +Li Mengxiong* +ҽྫྷඪ +Shareholder of the Company and key management of the Group +Li Shuguang* +ҽᏣΈ +Shareholder of the Company and key management of the Group +* During the Track Record Period, Li Mengxiong and Li Shuguang have acted in concert with each other. +** The English translation of these entities is for reference only. The official names of the entities established in the PRC +are in Chinese. +(a) Non-recurring transactions +Y ear ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Loans and borrowings borrowed from: +Li Mengxiong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 8,454 – +Li Shuguang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,554 – +– 12,008 – +Loans and borrowings repaid to: +Li Mengxiong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 8,660 +Li Shuguang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 3,640 +– – 12,300 +(b) Balances with related parties +At 31 December 2023, 2024 and 2025, the Group had the following balances with related party: +Y ear ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Non-trade balance of loans and borrowings due to: +Li Mengxiong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 8,521 – +Li Shuguang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,582 – +– 12,103 – +Loans and borrowings due to related parties bore interest at 2.5% per annum. The balances were fully repaid on 1 September +2025. +(c) Key management personnel remuneration +Remuneration for key management personnel of the Group, including amounts paid to the Group’s directors as disclosed in +Note 8 and certain of the highest paid employees as disclosed in Note 9, is as follows: +At 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Salaries, wages and other benefits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,157 9,444 8,047 +Discretionary bonuses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,899 2,268 4,257 +Contributions to defined contribution retirement plan /H1100/H1100/H1100/H1100630 656 659 +Equity-settled share-based payment expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,499 1,951 1,165 +15,185 14,319 14,128 +APPENDIX I ACCOUNTANTS’ REPORT +– I-47 – + + +--- page 340 --- +31 NON-ADJUSTING EVENTS AFTER THE REPORTING PERIOD +On 25 April 2026, the Company adopted a share option scheme (the “2026 Pre-IPO Share Option Scheme”), pursuant to which +maximum number of new shares that may be issued under the scheme is 20,391,891. The options granted under the 2026 Pre-IPO +Share Option Scheme are subject to a vesting period, which commences on the date the relevant award agreement is signed and +expires 13 months after the date of the Company’s initial public offering and listing, and subject to other vesting conditions. The +grantees have the right, subject to the satisfaction of all applicable conditions, to subscribe for newly issued shares of the Company +at the exercise price of RMB10.15 per share. +32 POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET +EFFECTIVE FOR THE TRACK RECORD PERIOD +Up to the date of this report, the HKICPA has issued a number of amendments, new standards and interpretations, which are +not yet effective for the Track Record Period and which have not been adopted in preparing the Historical Financial Information. +These developments include the followings: +Effective for accounting +periods beginning on +or after +Amendments to HKFRS 9, Financial instruments and HKFRS 7, Financial instruments: +disclosures – Contracts Referencing Nature-dependent Electricity +1 January 2026 +Amendments to HKFRS 9, Financial instruments and HKFRS 7, Financial instruments: +disclosures – Amendments to the classification and measurement of financial instruments +1 January 2026 +Annual improvements to HKFRS Accounting Standards – V olume 11 1 January 2026 +HKFRS 18, Presentation and disclosure in financial statements 1 January 2027 +HKFRS 19, Subsidiaries without public accountability: disclosures 1 January 2027 +Amendments to HKAS 21, Translation to a hyperinflationary presentation currency 1 January 2027 +Amendments to HKFRS 10 and HKAS 28, Sale or contribution of assets between an investor and +its associate or joint venture +To be determined +The Group is in the process of making an assessment of what the impact of these developments are expected to be in the period +of initial application. So far it has concluded that the adoption of them is unlikely to have a significant impact on the consolidated +financial statements of the Group except for the following: +HKFRS 18, Presentation and disclosure in financial statements +HKFRS 18 will replace HKAS 1 Presentation of financial statements and aims to improve the transparency and comparability +of information about an entity’s financial statements. HKFRS 18 is effective for annual reporting periods beginning on or after 1 +January 2027 and is to be applied retrospectively +Among other changes, under HKFRS 18, entities are required to classify all income and expenses into five categories in the +statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities +are also required to provide specific disclosures about management-defined performance measures in a single note in the financial +statements. +The Group does not plan to early adopt HKFRS 18. HKFRS 18 will impact the presentation of financial statements and is not +expected to have significant impact on the financial performance and positions of the Group. +SUBSEQUENT FINANCIAL STATEMENTS +No audited financial statements have been prepared by the Company or any of its subsidiaries in +respect of any period subsequent to 31 December 2025. +APPENDIX I ACCOUNTANTS’ REPORT +– I-48 – + + +--- page 341 --- +The following information does not form part of the Accountants’ Report from the Company’ s +reporting accountants, KPMG, Certified Public Accountants, Hong Kong, as set out in Appendix I to this +prospectus, and is included for illustrative purposes only. +The unaudited pro forma financial information should be read in conjunction with the “Financial +Information” section in this prospectus and the Accountants’ Report set out in Appendix I to this +prospectus. +A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET +TANGIBLE ASSETS +The following unaudited pro forma statement of adjusted consolidated net tangible assets of +SENASIC Electronics Technology Co., Ltd. (the “Company”) and its subsidiaries (the “Group”) prepared +in accordance with Rule 4.29 of the Listing Rules and with reference to Accounting Guideline 7 +“Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” issued by the +Hong Kong Institute of Certified Public Accountants is set out below to illustrate the effect of the Global +Offering on the consolidated net tangible assets attributable to equity shareholders of the Company as at +31 December 2025 as if the Global Offering had taken place on 31 December 2025. +The unaudited pro forma statement of adjusted consolidated net tangible assets has been prepared for +illustrative purposes only and because of its hypothetical nature, it may not give a true picture of the +financial position of the Group had the Global Offering been completed as at 31 December 2025 or any +future date. +Consolidated net +tangible liabilities +attributable to the +equity shareholders +of the Company as +at 31 December +2025 (1) +Estimated net +proceeds from +the Global +Offering ( 2&5 ) +Estimated +impact upon the +derecognition of +financial +instruments issued +to investors (3) +Unaudited pro +forma adjusted +consolidated net +tangible assets +attributable to the +equity shareholders +of the Company +Unaudited pro forma +adjusted consolidated net +tangible assets attributable +to the equity shareholders +of the Company per +Share (4) +RMB’000 RMB’000 RMB’000 RMB’000 RMB (4) HK$(5) +Based on an Offer +Price of HK$18.36 +per Offer Share /H1100/H1100/H1100(1,491,626) 802,908 2,048,272 1,359,554 3.59 4.13 +Notes: +(1) The consolidated net tangible liabilities attributable to the equity shareholders of the Company as of 31 December 2025 is +calculated based on the consolidated total deficit attributable to the equity shareholders of the Company as of 31 December +2025 of RMB1,487,199,000, less intangible assets of RMB4,427,000 as at 31 December 2025, extracted from the +Accountants’ Report set out in Appendix I to this Prospectus. +(2) The estimated net proceeds from the Global Offering are based on the expected issuance of 53,407,000 H shares at the Offer +Price of HK$18.36 per Offer Share, after deduction of estimated underwriting fees and other related listing expenses paid or +payable by the Group (excluding the listing expenses charged to profit or loss during the Track Record Period of +RMB14,224,000) and does not take into account of any Shares which may be issued upon the exercise of the Over-allotment +Option or any shares may be issued for employee incentive scheme. +(3) The carrying amount of financial instruments issued to investors was RMB2,048,272,000 as of 31 December 2025 (as set out +in Note 26 of Appendix I to this Prospectus). Upon the Listing and completion of the Global Offering, special rights +attributable to the investors will be removed, and the financial instruments issued to investors will be derecognised as +liabilities and transferred to equity. +(4) The unaudited pro forma adjusted consolidated net tangible assets attributable to equity shareholders of the Company per +Share is arrived at after above adjustments and on the basis that 379,041,820 Shares were in issue immediately following the +completion of the Global Offering and assuming that the Global Offering had been completed on 31 December 2025 without +taking into account of the Shares may be issued upon exercise of the Over-allotment Option or any shares may be issued for +employee incentive scheme. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-1 – + + +--- page 342 --- +(5) For illustrative purpose, the estimated net proceeds from the Global Offering is converted from the Hong Kong Dollar into +Renminbi and the unaudited pro forma adjusted consolidated net tangible assets attributable to the equity shareholders of the +Company per Share is converted from Renminbi into Hong Kong Dollar at the exchange rate of HK$1 to RMB0.86986, the +exchange rate set by PBOC prevailing on 1 June 2026. No representation is made that the Hong Kong Dollars amounts have +been, could have been or may be converted to Renminbi, or vice versa, at that rate. +(6) No adjustment has been made to reflect any trading result or other transactions of the Group entered into subsequent to 31 +December 2025. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-2 – + + +--- page 343 --- +REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION +The following is the text of a report received from the reporting accountants, KPMG, Certified Public +Accountants, Hong Kong, in respect of the Group’ s pro forma financial information for the purpose in this +prospectus. +INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE +COMPILATION OF PRO FORMA FINANCIAL INFORMATION +TO THE DIRECTORS OF SENASIC ELECTRONICS TECHNOLOGY CO., LTD. +We have completed our assurance engagement to report on the compilation of pro forma financial +information of SENASIC Electronics Technology Co., Ltd. (the “Company”) and its subsidiaries +(collectively the “Group”) by the directors of the Company (the “Directors”) for illustrative purposes only. +The unaudited pro forma financial information consists of the unaudited pro forma statement of adjusted +consolidated net tangible assets as at 31 December 2025 and related notes as set out in Part A of Appendix +II to the prospectus dated 9 June 2026 (the “Prospectus”) issued by the Company. The applicable criteria +on the basis of which the Directors have compiled the pro forma financial information are described in Part +A of Appendix II to the Prospectus. +The pro forma financial information has been compiled by the Directors to illustrate the impact of +the proposed offering of the ordinary shares of the Company (the “Global Offering”) on the Group’s +financial position as at 31 December 2025; as if the Global Offering had taken place at 31 December 2025 +As part of this process, information about the Group’s financial position as at 31 December 2025 has been +extracted by the Directors from the Group’s historical financial information included in the Accountants’ +Report as set out in Appendix I to the Prospectus. +Directors’ Responsibilities for the Pro Forma Financial Information +The Directors are responsible for compiling the pro forma financial information in accordance with +paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong +Limited (the “Listing Rules”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma +Financial Information for Inclusion in Investment Circulars” (“AG 7”) issued by the Hong Kong Institute +of Certified Public Accountants (“HKICPA”). +Our Independence and Quality 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 1 “Quality Management for Firms +that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services +Engagements”, which requires the firm to design, implement and operate a system of quality management +including policies or procedures regarding compliance with ethical requirements, professional standards +and applicable legal and regulatory requirements. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-3 – + + +--- page 344 --- +Reporting Accountants’ Responsibilities +Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, +on the pro forma financial information and to report our opinion to you. We do not accept any +responsibility for any reports previously given by us on any financial information used in the compilation +of the pro forma financial information beyond that owed to those to whom those reports were addressed +by us at the dates of their issue. +We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements +(“HKSAE”) 3420 “Assurance Engagements to Report on the Compilation of Pro Forma Financial +Information Included in a Prospectus” issued by the HKICPA. This standard requires that the reporting +accountants plan and perform procedures to obtain reasonable assurance about whether the Directors have +compiled the pro forma financial information in accordance with paragraph 4.29 of the Listing Rules, and +with reference to AG 7 issued by the HKICPA. +For purpose of this engagement, we are not responsible for updating or reissuing any reports or +opinions on any historical financial information used in compiling the 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 pro forma financial information. +The purpose of pro forma financial information included in an investment circular is solely to +illustrate the impact of a significant event or transaction on unadjusted financial information of the Group +as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes +of the illustration. Accordingly, we do not provide any assurance that the actual outcome of events or +transactions as at 31 December 2025 would have been as presented. +A reasonable assurance engagement to report on whether the pro forma financial information has +been properly compiled on the basis of the applicable criteria involves performing procedures to assess +whether the applicable criteria used by the Directors in the compilation of the pro forma financial +information provide a reasonable basis for presenting the significant effects directly attributable to the +event or transaction, and to obtain sufficient appropriate evidence about whether: + the related pro forma adjustments give appropriate effect to those criteria; and + the pro forma financial information reflects the proper application of those adjustments to the +unadjusted financial information. +The procedures selected depend on the reporting accountants’ judgement, having regard to the +reporting accountants’ understanding of the nature of the Group, the event or transaction in respect of +which the pro forma financial information has been compiled, and other relevant engagement +circumstances. +The engagement also involves evaluating the overall presentation of the pro forma financial +information. +We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for +our opinion. +Our procedures on the pro forma financial information have not been carried out in accordance with +attestation standards or other standards and practices generally accepted in the United States of America, +auditing standards of the Public Company Accounting Oversight Board (United States) or any overseas +standards and accordingly should not be relied upon as if they had been carried out in accordance with +those standards and practices. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-4 – + + +--- page 345 --- +We make no comments regarding the reasonableness of the amount of net proceeds from the issuance +of the Company’s shares, the application of those net proceeds, or whether such use will actually take +place as described in the section headed “Future Plans and Use of Proceeds” in the Prospectus. +Opinion +In our opinion: +(a) the pro forma financial information has been properly compiled on the basis stated; +(b) such basis is consistent with the accounting policies of the Group, and +(c) the adjustments are appropriate for the purposes of the pro forma financial information as +disclosed pursuant to paragraph 4.29(1) of the Listing Rules. +Certified Public Accountants +Hong Kong +9 June 2026 +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-5 – + + +--- page 346 --- +The Articles of Association of the Company shall come into force and be implemented on the date +when they are approved by the Shareholders’ Meeting of the Company and the initial public offering of +overseas listed foreign shares by the Company are listed and traded on SEHK. +GENERAL PROVISIONS +The Company is a joint stock limited company in perpetual existence. +All the assets of the Company are divided into shares of equal value. The Shareholders are +responsible for the Company to the extent of their subscribed shares, and the Company is responsible for +the Company’s debts with all of its assets. +The Articles of Association shall, from the date on which they take effect, be the legally binding +document that regulates the organization and activities of the Company and the relationship of rights and +obligations between the Company and the Shareholders and among the Shareholders, and shall be legally +binding on the Company, the Shareholders, the Directors, and the senior management. Based on the +Articles of Association, any Shareholder may bring a lawsuit against another Shareholder, a Director and +a senior management of the Company. Any Shareholder may bring a lawsuit against the Company, and the +Company may bring a lawsuit against any Shareholder, Director, and senior management. +SHARES +Issuance of Shares +The shares of the Company shall be in the form of registered share certificates. +The issuance of the shares of the Company shall be conducted in the principle of fairness and +justness, and each share of the same class shall be entitled to equal rights. +For shares issued at the same time and within the same class, it shall be issued in the same conditions +and price; and any entity or individual shall pay the same price for each share they subscribe. +INCREASE/DECREASE AND REPURCHASE OF SHARES +Capital Increase +According to the needs for operation and development of the Company, and subject to applicable +laws, administrative regulations, departmental rules, normative documents, the securities regulatory rules +of the place where the Company’s shares are listed, and requirements by relevant regulatory authorities, +upon respective resolution by a Shareholders’ Meeting, the Company may increase its registered capital +by any of the following means: +(1) issuance of shares to unspecified parties; +(2) issuance of shares to specified parties; +(3) distribution of bonus shares to existing Shareholders; +(4) converting the reserved funds into share capital; +(5) other means stipulated under laws, administrative regulations, and the securities regulatory +authority in the jurisdiction where the Company’ s shares are listed. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-1 – + + +--- page 347 --- +Where an increase in registered capital of the Company is made by means of issue of new shares, +the shareholders do not have any pre-emptive right unless otherwise provided for in the Articles of +Association or among the shareholders or the shareholders’ general meeting resolves that the shareholders +shall have pre-emptive right. +The Company’s increase of its registered capital shall, after being approved in accordance with the +provisions of the Articles of Association and the place where the shares of the Company are listed, be +conducted in accordance with the procedures stipulated in relevant laws and regulations. +Capital Decrease +The Company may reduce its registered capital. To reduce its registered capital, the Company shall +proceed it in compliance with the procedures prescribed by the Company Law, the Hong Kong Listing +Rules, the securities regulatory authority in the jurisdiction where the Company’ s shares are listed, other +relevant regulations, and the Articles of Association. +Repurchase of Share Capital +The Company shall not repurchase its shares. Provided, however, that the following circumstances +shall be excluded: +(1) reducing the registered capital of the Company; +(2) merging with another company holding shares of the Company; +(3) using shares for stock incentive plans and employee stock plans; +(4) acquiring the shares of Shareholders who vote against any resolution adopted at the +Shareholders’ Meeting on the merger or demerger of the Company and request the Company +to acquire their shares; +(5) using shares for converting corporate bonds into shares issued by the Company; +(6) as required for the Company to maintain corporate value and Shareholders’ interests; +(7) other circumstances permitted under laws, administrative regulations, and the securities +regulatory rules of the place where the Company’s shares are listed. +In compliance with applicable laws, administrative regulations, and departmental rules, the Company +may acquire its own shares through open and centralized trading or other ways recognized by laws, +administrative regulations, and the securities regulatory authority. +A resolution of a Shareholders’ Meeting is required for acquisition by the Company of its own shares +under circumstances (1) or (2). In accordance with the provisions of the Articles of Association or the +authorization of the Shareholders’ Meeting, acquisition by the Company of its own shares under +circumstances (3), (5) or (6) may be resolved by a resolution of a meeting of the Board with a quorum of +more than two-thirds of Directors. +The shares of the Company acquired by its own under circumstance (1) in the preceding paragraph +shall be deregistered within 10 days from the date of repurchase; the shares acquired under circumstances +(2) or (4) shall be transferred or deregistered within 6 months. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-2 – + + +--- page 348 --- +The shares of the Company acquired by its own under the above circumstance (3), (5) or (6) shall +not exceed 10% of total shares issued by the Company and shall be transferred or deregistered within three +years. +Where relevant laws and regulations, normative documents, and the securities regulatory rules of the +place where the Company’s shares are listed provide otherwise regarding the relevant matters involved in +the aforementioned share repurchase, those provisions shall prevail, provided that they do not contravene +the Company Law, the Securities Law or the Hong Kong Listing Rules. +Transfer of Shares +The shares of the Company shall be transferred according to laws. +The Company shall not accept its own shares as the subject matter of a pledge. +Shares issued by the Company prior to the public offering shall not be transferred within one year +from the date the Company’s shares are listed and traded on the stock exchange. Where the Hong Kong +Listing Rules provide for the transfer of shares of the Company held by controlling shareholders, such +provisions shall apply. The Directors and the senior management of the Company shall report their +shareholding in the Company and changes thereof to the Company, and during their tenure determined at +the time of taking office, the shares transferred each year shall not exceed 25% of the total number of the +Company shares held by them. The Company shares held by them shall not be transferred within one year +from the date when the shares of the Company are listed and traded. Within half a year from departure +from the Company, such persons shall not transfer the Company shares held by them. Where the securities +regulatory rules of the place where the Company’s shares are listed impose additional restrictions on the +transfer of overseas listed shares, such restrictions shall prevail. +SHAREHOLDERS AND SHAREHOLDERS’ MEETINGS +Shareholders +The Company shall maintain a register of shareholders in accordance with the Company Law, the +securities regulatory rules of the place where the Company’s shares are listed, and other relevant +regulations, as well as the Articles of Association. The register of Shareholders shall be the sufficient +evidence for the Shareholders’ shareholding in the Company. +Shareholders enjoy rights and assume obligations according to the class of shares they hold; +Shareholders holding shares of the same class shall enjoy the same rights and assume identical obligations. +When the Company convenes the Shareholders’ Meeting, distributes dividends, conducts liquidation +or engages in other acts requiring the identification of Shareholders, the Board or the convener of the +Shareholders’ Meeting should determine the record date. The Shareholders whose names appear on the +register of Shareholders after the trading hours on the record date shall be those entitled to the relevant +rights and interests. +Rights and Obligations of Shareholders +The Shareholders of the Company shall be entitled to the following rights: +(1) receiving dividends and other form of interest distribution in proportion to their shareholdings; +(2) requiring, convening, chairing, attending in person or by proxy a Shareholders’ Meeting +pursuant to the laws, and exercising the speaking right and voting right at the meeting; +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-3 – + + +--- page 349 --- +(3) supervising, presenting suggestions on or making inquiries about the business operation of the +Company; +(4) transferring, gifting or pledging the shares held by them, in accordance with laws, +administrative regulations, the Hong Kong Listing Rules, the securities regulatory rules of the +place where the Company’s shares are listed, the Articles of Association and other relevant +regulations; +(5) accessing the Articles of Association, the register of Shareholders, minutes of Shareholders’ +Meeting, resolutions of the Board, and disclosed financial and accounting reports; +(6) participating in the distribution of residual assets of the Company in proportion to their +shareholdings, upon termination or liquidation of the Company; +(7) for Shareholders who vote against any resolution adopted at the Shareholders’ Meeting on the +merger or demerger of the Company, requesting the Company to acquire its shares; +(8) any other rights stipulated by laws, administrative regulations, departmental rules, the +securities regulatory rules of the place where the Company’s shares are listed or the Articles +of Association. +In the event that any resolution by the Shareholders’ Meeting or the Board meeting violates laws and +administrative regulations, the Shareholders may request the people’s court to invalidate such resolution. +In the event that the convening procedures or voting means of the Shareholders’ Meeting or the +Board meeting violate the laws, administrative regulations or the Articles of Association, or any resolution +violates the Articles of Association, Shareholders may request the people’s court to withdraw such +resolution within sixty (60) days from the date of resolution, unless there are only minor defects in the +convening procedures or voting means of the Shareholders’ Meeting or the Board meeting, which do not +have a material impact on the resolutions. +Shareholders who have not been notified to attend a shareholders’ Meeting may, within sixty (60) +days from the date on which such shareholders become aware or should have become aware of the +resolution adopted at the meeting, petition the people’s court to revoke the resolution. Such revocation +right shall be extinguished if not exercised within one year from the date the resolution is adopted. +Where the People’s Court makes a judgment or ruling on a relevant matter, the Company shall fulfill +its obligation to disclose the information in accordance with the laws, administrative regulations, the +requirements of securities regulatory authorities, fully explain the impact, and actively co-operate with the +enforcement of the judgment or ruling after it has come into effect. Where corrections to prior events are +involved, they will be handled in a timely manner and the corresponding information disclosure +obligations will be fulfilled. +Where any director or senior management other than a member of the Audit Committee violates laws, +administrative regulations or the Articles of Association when performing their duties for the Company, +thereby causing losses to the Company, shareholders individually or collectively holding 1% or more of +the shares of the Company for 180 or more consecutive days are entitled to request the Audit Committee +in writing to file a lawsuit with the people’s court; where a member of the Audit Committee violates laws, +administrative regulations or the Articles of Association when performing their duties for the Company, +thereby causing losses to the Company, the aforementioned shareholders may request the Board in writing +to file a lawsuit with the people’s court. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-4 – + + +--- page 350 --- +If the Audit Committee or the Board refuses to file lawsuits after a written request under the +preceding paragraph has been received from any Shareholder, or fails to file such lawsuit within 30 days +from the date when the request has been received, or in case of emergency where failure to initiate such +proceedings immediately will result in irreparable losses to the Company, any Shareholder under the +previous paragraph is entitled to file a lawsuit directly with the people’s court in their own name, for the +interests of the Company. +If any person infringes on any lawful interests of the Company resulting in any losses to the +Company, shareholders individually or collectively holding 1% or more of the shares of the Company for +180 or more consecutive days may file a lawsuit with the people’s court in accordance with the provisions +of two preceding paragraphs. +Where the Directors, Supervisors or senior management of a wholly-owned subsidiary of the +Company violates laws, administrative regulations or the Articles of Association when performing their +duties, thereby causing losses to the Company, or where any person infringes upon any lawful interests +of such wholly-owned subsidiary resulting in any losses, shareholders individually or collectively holding +1% or more of the shares of the Company for 180 or more consecutive days may, in accordance with the +first three paragraphs of Article 189 of the Company Law, request in writing the Board of Supervisors or +the Board of Directors of such wholly-owned subsidiary to file a lawsuit with the people’s court, or may +directly file a lawsuit in their own name. +In the event of violation of laws, administrative regulations or the provisions under the Articles of +Association by a Director or senior management causing damage to the Shareholders’ interests, the +Shareholders may initiate legal proceedings with the people’s court. +The Shareholders of the Company shall undertake the following obligations: +(1) abiding by laws, administrative regulations, and the Articles of Association; +(2) making payment according to the number of shares subscribed for and the manners of +subscription; +(3) not withdrawing their share capital, unless otherwise stipulated by laws and administrative +regulations; +(4) not abusing Shareholder’s rights to harm the interests of the Company or other Shareholders, +otherwise they shall bear compensation liability in accordance with the law; +(5) not abusing the independent legal person status of the Company and the limited liability of +Shareholders to harm the interests of the Company’s creditors, otherwise they shall bear joint +and several liability for our Company’s debts; +(6) any other obligations stipulated by laws, administrative regulations, the securities regulatory +rules of the place where the Company’s shares are listed, and the Articles of Association. +Any Shareholder who abuses Shareholder’s rights causing losses to the Company or other +Shareholders shall be liable for compensation pursuant to the laws; any Shareholder who abuses the +independent legal person status of the Company and the limited liability of Shareholders to evade debts +and severely infringe upon the interests of the Company’s creditors shall be held jointly and severally +liable for the Company’s debts. +Where a Shareholder engages in any acts prescribed in the preceding paragraph through two or more +companies he/she controls, each of such companies shall be held jointly and severally liable for the debts +of any of them. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-5 – + + +--- page 351 --- +Where a Shareholder holding more than 5% of voting shares of the Company pledges any of his/her +shares, he/she shall make a written report to the Company on the date on which he/she pledges his/her +shares. +General Rules for Shareholders’ Meetings +The Shareholders’ Meeting is the organ of authority of the Company, and shall duly exercise the +following functions and powers: +(1) to elect and remove any Director (not including employee representative(s)), and to determine +the remuneration of the relevant Directors; +(2) to review and approve the reports of the Board; +(3) to review and approve the Company’s profit distribution plans and loss recovery plans; +(4) to resolve on the Company’s increase/decrease of registered capital; +(5) to resolve on the issuance of bonds or corporate bonds and plan of listing by the Company; +(6) to review the Company’s purchase or disposals of material assets accumulated within one year +in the amount exceeding 30% of latest audited total assets of the Company; +(7) to resolve on the Company’s merger, division, dissolution, liquidation or change of its +corporate form; +(8) to modify the Articles of Association; +(9) to decide on the engagement or dismissal of the accounting firm responsible for auditing the +Company’s business; +(10) to review proposals from shareholders representing one percent (1%) or more of the company’s +voting shares; +(11) to review and approve the plan for the Company’s initial public offering and listing of shares; +(12) to review and approve the change in the use of raised proceeds; +(13) to approve connected transactions or continuing connected transactions that require approval +by the shareholders’ meeting in accordance with laws, administrative regulations, the laws and +regulations of the place where the Company’s shares are listed, listing rules and regulations, +and these Articles of Association (including but not limited to Chapter 14A of the Hong Kong +Listing Rules); +(14) other matters to be decided by Shareholders’ Meeting under laws, administrative regulations, +departmental rules, the securities regulatory rules of the place where the Company’s shares are +listed, and the Articles of Association. +The aforementioned functions and powers of the Shareholders’ Meeting shall not be exercised by the +Board or other institutions or individuals on behalf of the Shareholders’ Meeting by way of authorization, +except that the Shareholders’ Meeting may authorize the Board to resolve on the issuance of corporate +bonds by the Company. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-6 – + + +--- page 352 --- +There are two types of Shareholders’ Meetings: annual Shareholders’ Meeting and extraordinary +Shareholders’ Meeting. The annual Shareholders’ Meeting shall be convened once a year, and shall be held +within six months from the end of last accounting year. +The extraordinary Shareholders’ Meeting shall be convened within two months from the date of +occurrence of any of the following events: +(1) the number of Directors is less than the minimum required by the Company Law, or less than +two-thirds of the number prescribed in the Articles of Association; +(2) the outstanding losses of the Company account for one-third of the Company’s total paid-in +share capital; +(3) Shareholder(s) individually or jointly holding more than 10% of the Company’s shares send(s) +a request for meeting; +(4) the Board deems necessary; +(5) the Audit Committee proposes to convene the meeting; +(6) other circumstances under laws, administrative regulations, departmental rules, the securities +regulatory rules of the place where the Company’s shares are listed, or the Articles of +Association. +Convening of Shareholders’ Meetings +The Board shall convene the Shareholders’ Meeting within the prescribed time limits. Independent +non-executive Directors may propose to convene an extraordinary Shareholders’ Meeting to the Board +upon obtaining the consent of a majority of all independent non-executive directors. Upon receipt of a +proposal from the independent non-executive directors to convene an extraordinary Shareholders’ +Meeting, the Board shall, in accordance with laws, administrative regulations, and the Articles of +Association, provide written feedback on whether to agree or disagree with the proposal to convene such +extraordinary Shareholders’ Meeting within 10 days after receiving the proposal. In the event the Board +agrees to convene an extraordinary Shareholders’ Meeting, the Board shall issue an extraordinary +Shareholders’ Meeting notice within five days of making its resolutions. +The Audit Committee may propose to the Board the convening of an extraordinary Shareholders’ +Meeting, and such proposal shall be submitted to the Board in writing. 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, the Board shall provide written feedback on whether to agree or +disagree with the proposal to convene such extraordinary Shareholders’ Meeting within 10 days after +receiving the proposal. +In the event the Board agrees to convene an extraordinary Shareholders’ Meeting, the Board shall +issue an extraordinary Shareholders’ Meeting notice within five days of making its resolutions. Any +changes to the original proposal in such notice shall be agreed upon by the Audit Committee. +In the event that the Board declines to convene an extraordinary Shareholders’ Meeting or fails to +respond within 10 days after receiving the request, it shall be deemed to be unable or to fail to fulfill its +duty to convene a Shareholders’ Meeting and then the Audit Committee may convene and preside over the +meeting on its own. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-7 – + + +--- page 353 --- +Shareholder(s) individually or jointly holding 10% or more of the Company’s shares may request in +writing to convene an extraordinary Shareholders’ Meeting to the Board. Such written request shall specify +the subject of the meeting and contain a substantively complete proposal. 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, the Board shall provide written feedback on whether to agree or +disagree with the request to convene such extraordinary Shareholders’ Meeting within 10 days after +receiving the request. +In the event the Board agrees to convene an extraordinary Shareholders’ Meeting, the Board shall +issue an extraordinary Shareholders’ Meeting notice within five days of making its resolutions, and any +changes to the original request in such notice shall be agreed upon by the requesting Shareholder(s). +Where otherwise provided by laws, administrative regulations, departmental rules, the securities +regulatory rules of the place where the Company’s shares are listed, the provisions herein shall prevail. +In the event that the Board declines to convene an extraordinary Shareholders’ Meeting or fails to +respond in writing within 10 days after receiving the request, Shareholder(s) individually or jointly +holding 10% or more of shares may request in writing to convene an extraordinary Shareholders’ Meeting +to the Audit Committee. +In the event the Audit Committee agrees to convene an extraordinary Shareholders’ Meeting, the +Audit Committee shall issue an extraordinary Shareholders’ Meeting notice within five days of receiving +such request, and any changes to the original request in such notice shall be agreed upon by the requesting +Shareholder(s). Where otherwise provided by laws, administrative regulations, and departmental rules, the +provisions herein shall prevail. +In the event that the Audit Committee fails to issue the notice within the time limit, it shall be +deemed to fail to convene and chair a Shareholders’ Meeting, and then the Shareholder(s) individually or +collectively holding 10% or more of shares for at least 90 consecutive days may convene and chair the +meeting on its/their own. +If the Audit Committee or Shareholders decide to convene a Shareholders’ Meeting on its/their own, +they shall notify the Board in writing. If the securities regulatory rules of the place where the Company’s +shares are listed have other provisions, such provisions shall prevail to the extent that they do not violate +domestic laws, administrative regulations and the Articles of Association. +Prior to the adoption of the Shareholders’ Meeting’s resolution, the shareholding ratio of the +convening Shareholders shall not be less than 10%. +Proposals of Shareholders’ Meetings +When the Company convenes a Shareholders’ Meeting, the Board of Directors, the Audit Committee +and Shareholders who individually or together hold 1% or more of the shares of the Company are entitled +to put forward proposals to the Company. +Shareholders individually or together holding 1% or more of the shares of the Company may put +forward interim proposals 10 days before the Shareholders’ Meeting is held and submit the proposals to +the convener of the meeting in writing. The convener shall issue a supplemental notice of the +Shareholders’ Meeting within two days upon receiving the proposals, announce the content of such +extraordinary proposal, and submit such extraordinary proposal to the Shareholders’ Meeting for +consideration. As regards the publication of the supplementary notice of the Shareholders’ Meeting, if +there are special provisions in the securities regulatory rules of the place where the Company’s shares are +listed, such provisions shall prevail provided they do not violate the “Company Law” and the “Securities +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-8 – + + +--- page 354 --- +Law.” Provided, however, that no such extraordinary proposals shall be considered if it violates laws, +administrative regulations, the securities regulatory rules of the place where the Company’s shares are +listed or the Articles of Association, or falls outside the scope of duties of the Shareholders’ Meeting. The +Company shall not increase the shareholding of Shareholders who submit the extraordinary proposal. +If the Shareholders’ Meeting must be postponed due to the issuance of a supplementary notice of the +Shareholders’ Meeting in accordance with the securities regulatory rules of the place where the Shares of +the Company are listed, the convening of the Shareholders’ Meeting shall be postponed in accordance with +the provisions of the securities regulatory rules of the place where the Shares of the Company are listed. +Save as otherwise provided in the preceding paragraph or under laws, administrative regulations, and +the securities regulatory rules of the place where the Company’s shares are listed, the convener shall not +modify the proposals specified in the notice of the Shareholders’ Meeting or add new proposals after +issuing the notice of the Shareholders’ Meeting. +The Shareholders’ Meeting shall not vote or resolve on proposals not contained in the notice of the +Shareholders’ Meeting or not in compliance with the Articles of Association. +Notice of Shareholders’ Meetings +The convener shall notify all shareholders at least 21 days prior to the convening of the annual +Shareholders’ Meeting, at least 15 days prior to the convening of the extraordinary Shareholders’ Meeting. +Regarding the calculation of the minimum notice period, the date of the meeting shall not be +included. +If the laws, regulations and the securities regulatory authorities of the place where the Company’s +shares are listed have other provisions, such provisions shall prevail. +Convening of Shareholders’ Meetings +All shareholders registered in the Company’s share register on the record date or their proxies shall +be entitled to attend the Shareholders’ Meeting and exercise their rights to speak and vote in accordance +with applicable laws, regulations, the securities regulatory rules of the place where the Company’s shares +are listed, and these Articles of Association. Shareholders may attend the Shareholders’ Meeting in person +or by proxy to speak and vote on their behalf. Each shareholder shall be entitled to appoint one or more +proxies or representatives, but such proxy need not be a shareholder of the Company. Shareholders shall +have the right to speak and vote at the Shareholders’ Meeting, unless individual shareholders are required +by the securities regulatory rules applicable to the place where the Company’s stocks are listed to abstain +from voting on specific matters. +Where an individual shareholder attends the meeting in person, he/she shall present his/her identity +card or other valid documents or certificates that can prove his/her identity, as well as the shareholding +certificate; where a proxy attends the meeting on behalf of the shareholder, the proxy shall also present +his/her own valid identity card and the power of attorney issued by the shareholder. A corporate +shareholder shall be represented at the meeting by its legal representative or designated representative +thereof, or by its legal representative or a proxy authorized by such legal representative. Where the legal +representative attends the meeting, he/she shall present his/her identity card and valid documents proving +his/her capacity as the legal representative; where a proxy attends the meeting, the proxy shall present +his/her identity card and the written power of attorney issued by the legal representative of the corporate +shareholder in accordance with the law. Except where the shareholder is a recognized clearing house (or +its nominee) as defined by the relevant ordinances from time to time in force in Hong Kong. If the +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-9 – + + +--- page 355 --- +shareholder is a corporate legal person, it may appoint one or more proxies or representatives to attend and +vote at any Shareholders’ Meeting of the Company, and if such corporate shareholder is present at any +meeting by proxy or representative, it shall be deemed to be present in person. The proxy(ies) or +representative(s) so appointed by the shareholder may, pursuant to the instructions of the shareholder, +exercise the following rights: +(1) the right which the shareholder has to speak at the Shareholders’ Meeting; +(2) the right to demand a poll alone or jointly with others; +(3) the right to exercise voting rights on a show of hands or on a poll, provided that where more +than one proxy or representative is appointed, the proxies or representatives may only exercise +such voting rights on a poll. +A form of proxy may be executed by a duly authorized officer of the Company. +A partner of a partnership enterprise shall be represented at the meeting by his/her executive +managing partner or designated representative thereof, or by a proxy authorized by such executive +managing partner. Where the executive managing partner or designated representative thereof attends the +meeting, he/she shall present his/her identity card and valid documents proving his/her capacity as the +executive managing partner or designated representative thereof; where a proxy attends the meeting, the +proxy shall present his/her identity card and the written power of attorney issued by the executive +managing partner or designated representative thereof in accordance with the law. Except where the +shareholder is a recognized clearing house (or its nominee) as defined by the relevant ordinances from +time to time in force in Hong Kong. +If the shareholder is a recognized clearing house (or its nominee) as defined by the relevant +ordinances from time to time in force in Hong Kong, such shareholder may authorize one or more persons +it deems appropriate to act as its proxy or representative at any Shareholders’ Meeting (and/or Creditors’ +Meeting); provided that where more than one person is authorized, the power of attorney or proxy +instrument shall specify the number and class of shares represented by each authorized person, and such +power of attorney or proxy instrument must be executed by an authorized signatory of the recognized +clearing house. The person(s) so authorized may attend the meeting on behalf of the recognized clearing +house (or its nominee) (without producing evidence of shareholding, provided that their duly notarised +authorization and/or further evidence confirms their formal authorization), speak at the meeting, and +exercise rights as if such person(s) were individual shareholders of the Company. Such authorized +person(s) shall enjoy statutory rights equivalent to those of other shareholders, including, but not limited +to, speaking and voting rights. +Shareholders’ Meeting Voting and Resolutions +The following matters shall be passed by the Shareholders’ Meeting through ordinary resolutions: +(1) The work report of the Board of Directors; +(2) The profit distribution plan and loss recovery plan formulated by the Board of Directors; +(3) The appointment, removal, remuneration, and payment methods for members of the Board of +Directors who are not assumed by staff representatives; +(4) The Company’s annual report and the company’s balance sheet, income statement, and other +financial statements; +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-10 – + + +--- page 356 --- +(5) The appointment or dismissal of accounting firms that undertake the Company’s auditing +business as well as the accounting firm’s remuneration; +(6) Matters other than those required by laws, administrative regulations, the securities regulatory +rules of the place where the Company’s shares are listed, or these Articles of Association to be +passed by special resolution. +The following matters shall be passed by the Shareholders’ Meeting through special resolutions: +(1) The company increases or decreases its registered capital and issues any type of stock, +warrants, and other similar securities; +(2) Passing a resolution on the company’s bonds; +(3) The division, spin-off, merger, dissolution and liquidation (including voluntary liquidation) of +the company or a change in the form of the company; +(4) Within one year, the company purchases or sells major assets the amount of which exceeds 30% +(thirty percent) of the total assets as stated in the most recent audited financial statements; +(5) Consideration of matters regarding guarantees whose total amount in the last twelve (12) +months exceeds 30% (thirty percent) of the company’s total assets as stated in the most recent +audited financial statements; +(6) Any form of amendment or modification of these Articles of Association; +(7) Equity incentive plans; +(8) Matters required by laws, administrative regulations, departmental rules, normative documents, +laws and regulations of the stock market where the company is listed, listing rules or these +Articles of Association, and other matters determined by the general meeting of shareholders +by ordinary resolution as having a material impact on the company and requiring a special +resolution to be passed. +Shareholders (including their proxies) shall exercise their voting rights based on the number of +voting shares they represent, with each share carrying one vote. +Pursuant to applicable laws, administrative regulations, departmental rules, normative documents, +the Hong Kong Listing Rules and the securities regulations of the securities regulatory rules of the place +where the Company’s shares are listed, if any shareholder is required to abstain from voting or is restricted +to voting only in favor or only against on any particular resolution, any vote cast by such shareholder (or +its proxy) in violation of such provisions or restrictions shall be disregarded in the voting results. +Where material issues affecting the interests of minority shareholders are considered at the +Shareholders’ Meeting, the votes of minority shareholders shall be counted separately. The separate votes +counting results shall be disclosed publicly in a timely manner. +Shares held by the Company itself shall not carry voting rights, and such shares shall not be included +in the total number of voting shares of shareholders present at the Shareholders’ Meeting. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-11 – + + +--- page 357 --- +When the Shareholders’ Meeting considers matters relating to connected transactions (as defined in +the Hong Kong Listing Rules), the connected shareholders and their close associates (as defined in the +Hong Kong Listing Rules) shall not vote on such resolutions, and the voting shares represented by them +shall not be counted in the total number of valid votes. The announcement of the Shareholders’ Meeting +resolution shall fully disclose the voting results of non-connected persons. +Resolutions on connected transactions passed by the Shareholders’ Meeting shall only be valid if +approved by more than half of the votes cast by non-connected shareholders present at the Shareholders’ +Meeting. However, if such connected transaction involves matters requiring a special resolution under +these Articles of Association, the resolution of the Shareholders’ Meeting shall only be effective if passed +by a two-thirds majority vote of the non-connected persons present at the meeting. +When proposals are reviewed at a Shareholders’ Meeting, no amendments shall be permitted. Any +modification to a proposal shall be treated as a new proposal and may not be voted upon during the current +meeting. +Each voting right may only be exercised through one method: either on-site, by correspondence, or +through other approved voting means. In case of duplicate voting for the same voting right, the first +submitted vote shall prevail. +V oting at a Shareholders’ Meeting shall be conducted by way of registered ballot. Prior to voting on +any proposal, the meeting shall appoint two shareholder representatives to supervise the vote counting +process. When reviewing matters involving connected transactions, relevant shareholders and their proxies +shall be prohibited from participating in the vote-counting or vote-supervising process. +DIRECTORS AND THE BOARD OF DIRECTORS +Directors +Directors shall possess the qualifications required by laws, administrative regulations and rules. +Company directors shall be natural persons. Individuals falling under any of the following circumstances +shall not serve as directors of the Company: +(1) Lacking civil capacity or having limited civil capacity; +(2) Having been sentenced to criminal punishment for embezzlement, bribery, property +encroachment, property misappropriation, or disruption of the socialist market economic order, +with less than five years elapsed since the completion of the sentence, or having been deprived +of political rights due to a criminal conviction, with less than five years elapsed since the +completion of the sentence (including two years from the expiration of the probation period if +probation is declared); +(3) Having served as a director, factory director, or manager of a company or enterprise undergoing +bankruptcy liquidation, and bearing personal responsibility for said bankruptcy, with less than +three years elapsed since the completion of the bankruptcy liquidation; +(4) Having served as the legal representative of a company or enterprise whose business license +was revoked or which was ordered to close due to violations of laws, and bearing personal +responsibility, with less than three years elapsed since the date of license revocation or closure; +(5) Being listed as a dishonest person subject to enforcement by a people’s court due to failure to +repay a significant amount of personal debt upon maturity; +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-12 – + + +--- page 358 --- +(6) Being subject to securities market entry restrictions imposed by the China Securities +Regulatory Commission (CSRC), with the restriction period not yet expired; +(7) Other circumstances stipulated by laws, administrative regulations, departmental rules, or +securities regulatory rules of the place where the Company’s shares are listed. +Electing or appointing directors in violation of this provision shall render such election, +appointment, or hiring invalid. If a director falls under any of the circumstances listed in the first +paragraph of this article during his/her term of office, the Company shall relieve him/her of his/her duties +and terminate his/her performance. +Non-employee representative Directors shall be elected or replaced by the Shareholders’ Meeting in +accordance with the law and may be removed from office by the Shareholders’ Meeting before the +expiration of their term, without prejudice to claims made by the Directors pursuant to any contract. Each +term of the Board of Directors is three years. Directors may be re-elected for consecutive terms upon +expiration of their term. Exceptions apply where otherwise stipulated by relevant laws, regulations, +securities regulatory rules of the place where the Company’s shares are listed. +The term of office of a director shall commence on the date of assumption of office and expire at +the end of the current Board of Directors’ term. If a director’s term expires without timely re-election, the +original director shall continue to perform their duties in accordance with laws, administrative regulations, +departmental rules, securities regulatory rules of the place where the Company’s shares are listed, and +these Articles of Association, until the newly elected director assumes office. +Directors shall abide by laws, administrative regulations, securities regulatory rules of the place +where the Company’s shares are listed, and these Articles of Association, and shall owe the following +fiduciary duties to the Company and take measures to avoid conflicts between their own interests and the +Company’s interests, and must not use their powers to seek improper benefits: +(1) Shall not use their positions to engage in bribery or accept other illegal income; +(2) Shall not misappropriate corporate or customer properties, and shall not misappropriate +company or customer assets or funds; +(3) Shall not open accounts in their own names or in the names of other individuals to deposit +company assets or funds; +(4) Shall not directly or indirectly enter into contracts or conduct transactions with the Company +in violation of the Articles of Association or without the consent of the Shareholders’ Meeting +or the Board of Directors; +(5) Shall not take advantage of their positions to seek for themselves or others any business +opportunities that should belong to the Company, unless you report this to the board of +directors or shareholders meeting and the shareholders meeting approves the resolution, or the +company is prohibited from taking advantage of the business opportunity in accordance with +the law, administrative regulations or the provisions of these Articles of Association; +(6) Shall not carry on a business of the same kind as that of the Company for himself or for others, +without reporting to the Board of Directors or Shareholders’ Meeting and without being +approved by the Shareholders’ Meeting through resolution; +(7) Shall not appropriate commissions received from transactions with the Company for personal +gain; +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-13 – + + +--- page 359 --- +(8) Shall not disclose company secrets without authorization; +(9) Shall not exploit their connected relationships to the detriment of the Company’s interests; +(10) Shall exercise the rights granted by the company with caution, seriousness and diligence to +protect the interests of the company and its shareholders; +(11) Shall comply with other fiduciary duties as stipulated by laws, administrative regulations, +departmental rules, the Hong Kong Listing Rules, the securities regulatory rules of the place +where the Company’s shares are listed, and these Articles of Association. +Any income obtained by a director in violation of these Articles of Association shall belong to the +Company; if losses are caused to the Company, the director shall be liable for compensation. +Directors shall abide by laws, administrative regulations, and these Articles of Association, and owe +the following duty of care to the Company. When performing their duties, they shall exercise the +reasonable attention ordinarily expected of managers in the best interests of the Company. +(1) Shall exercise the rights granted by the Company with prudence, diligence, and care to ensure +that the Company’s business activities comply with national laws, administrative regulations, +and national economic policies, and that business activities do not exceed the scope of business +specified in the business license; +(2) Shall treat all shareholders fairly; +(3) Shall promptly understand the business operation and management situation of the Company; +(4) Shall sign written confirmation opinions on the Company’s periodic reports, and ensure that the +information disclosed by the Company is true, accurate, and complete; +(5) Shall provide relevant information and documents to the Audit Committee truthfully and shall +not impede the Audit Committee from exercising its powers; +(6) Shall comply with other duties of care as stipulated by laws, administrative regulations, +departmental rules, and these Articles of Association. +Directors (including independent non-executive directors) shall actively participate in relevant +training, including training on listing rules and related risk training, and regularly participate in external +training organized by the Stock Exchange or other regulatory authorities to understand their rights, +obligations, and responsibilities as directors, become familiar with relevant laws and regulations, and +master the knowledge required as directors. +If a director fails to attend a meeting of the Board of Directors in person for two consecutive times +and does not entrust another director to attend on behalf, he/she shall be deemed unable to perform his/her +duties, and the Board of Directors shall recommend to the Shareholders’ Meeting that he/she be replaced. +Subject to the securities regulatory rules of the place where the Company’s shares are listed, any director +attending the meeting of the Board of Directors by internet, video, telephone or other equivalent means, +shall also be deemed to be present in person thereat. +If a director or a senior management enters into a contract or conducts transactions with the +Company directly or indirectly, he/she shall report matters related to the contract or transaction to the +Board of Directors or the Shareholders’ Meeting and obtain a resolution from the Board of Directors or +the Shareholders’ Meeting in accordance with laws, regulations, and securities regulatory rules of the place +where the Company’s shares are listed. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-14 – + + +--- page 360 --- +The close relatives of directors and senior management, enterprises directly or indirectly controlled +by a director and a senior management or his/her close relatives, and connected persons who have other +affiliations with the director and the senior management shall be subject to the provisions of the preceding +paragraph when entering into contracts or transactions with the Company. +Directors shall not use their positions to seek business opportunities belonging to the Company for +themselves or others. However, the following circumstances are exceptions: +(1) Reporting to the Board of Directors or the Shareholders’ Meeting and obtaining a resolution +from the Board of Directors or the Shareholders’ Meeting in accordance with laws, regulations, +and securities regulatory rules of the place where the Company’s shares are listed; +(2) The Company shall not utilize the business opportunity in accordance with laws, administrative +regulations, or these Articles of Association. +Directors shall not engage in the same or similar business as the Company for their own account or +on behalf of others without reporting to the Board of Directors or the Shareholders’ Meeting and obtaining +a resolution from the Board of Directors or the Shareholders’ Meeting in accordance with laws, +regulations, and securities regulatory rules of the place where the Company’s shares are listed. +Board of Directors +The Company shall establish a Board of Directors, which is accountable to the Shareholders’ +Meeting. The Board of Directors shall consist of 9 directors, including 1 employee representative. +The Board of Directors shall exercise the following functions and powers: +(1) Convene the Shareholders’ Meeting and report on its work to the Shareholders’ Meeting; +(2) implementing resolutions of the general meetings; +(3) deciding the operating plans and investment schemes of the Company; +(4) formulating the profit distribution plan and loss makeup plan of the Company; +(5) formulating the Company’s plans for the increase/decrease of the registered capital, issuance +of corporate bonds or other securities, and listing on a stock exchange; +(6) contemplating the plans for merger, division, dissolution or change of form of the Company; +(7) contemplating the plans for purchase and disposal of material assets, share repurchase of the +Company; +(8) appointing or dismissing the General Manager (the “CEO”), Secretary; appointing or +dismissing the President, Vice President, Chief Financial Officer or other Senior Management +of the Company as nominated and deciding on and decide on their remunerations, rewards and +punishments; +(9) deciding on the setup of internal management bodies of the Company; +(10) determining the composition of special committees under the Board by the listing rules of the +places where the shares of the Company are listed; +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-15 – + + +--- page 361 --- +(11) formulating the fundamental management systems of the Company; +(12) formulating the modification plan of the Articles of Association; +(13) filing an application for bankruptcy on behalf of the Company; +(14) considering and approving shareholders to list and trade the unlisted shares on an overseas +stock exchange; +(15) considering and approving the Company’s transaction (including but not limited to the +disclosable transaction and the connected transaction) that should be considered and approved +by the Board of Directors pursuant to the laws, administrative regulations, departmental +regulations, regulations or listing rules of the places where the shares of the Company are listed +and the Articles of Association; +(16) deciding on the Company’s external investments, acquisition and disposal of assets, pledge of +assets, external guarantees, trust management and other matters within the scope of +authorization by a general meeting; +(17) managing the disclosure of information by the Company; +(18) proposing to the general meeting with respect to the engagement or replacement of the audit +firm of the Company; +(19) receiving the work report of the General Manager of the Company and examine such work; +(20) establishing the Company’s purpose, values and strategy and ensuring that they are aligned +with the Company’s culture; +(21) developing and reviewing the policies and practices of the Company on corporate governance +and make recommendations to the Board of Directors; +(22) reviewing and monitoring the training and continuous professional development of Directors +and Senior Management; +(23) reviewing and monitoring the Company’s policies and practices on compliance with legal and +regulatory requirements; +(24) developing, reviewing and monitoring the code of conduct applicable to the Directors and +employees; +(25) review the Company’s compliance with the code provisions set out in the CG Code contained +in Listing Rules and disclosures in the corporate governance report; +(26) any other functions and powers granted by the laws, regulations, the laws, regulations or listing +rules of the places where the shares of the Company are listed, the Articles of Association or +the General Meeting. +Other functions and powers granted by laws, administrative regulations, departmental rules, +securities regulatory rules of the place where the Company’s shares are listed, the Articles of Association, +or the Shareholders’ Meeting. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-16 – + + +--- page 362 --- +The Board of Directors shall have one Chairman appointed. The Chairman shall be elected by a +majority vote of all directors of the Board of Directors. +The Chairman shall exercise the following functions and powers: +(1) Preside over the Shareholders’ Meeting and convene and preside over meetings of the Board +of Directors; +(2) Supervise and inspect the implementation of resolutions of the Board of Directors; +(3) Other functions and powers granted by the Board of Directors. +Meetings of the Board of Directors are classified into regular meetings and interim meetings. The +Board of Directors shall hold at least four regular meetings each year. The Chairman shall convene the +meetings, and notices shall be issued 14 days prior to the convening of a regular meeting. +In any of the following circumstances, the Chairman shall convene and preside over an interim +meeting of the Board of Directors within 10 days of receiving the proposal: +(1) When shareholders holding more than ten percent (10%) of shares propose a motion; +(2) When the Chairman deems it necessary; +(3) When a joint proposal is made by more than one-third (1/3) of the directors; +(4) When a proposal is made by a majority of independent non-executive directors; +(5) When a proposal is made by the Audit Committee; +(6) When a proposal is made by the General Manager (CEO); +(7) Other circumstances provided by Chinese laws, administrative regulations, departmental rules, +normative documents, the laws and regulations of the stock listing venue, listing rules, or these +Articles of Association. +A meeting of the Board of Directors shall only be held if more than half of the directors are present. +Resolutions of the Board of Directors must be passed by a majority vote of all directors. V oting on +resolutions of the Board of Directors shall be conducted according to the one-vote-per-director principle. +If a director has a connected relationship with the enterprise or individual involved in the matter +under consideration at the meeting of the Board of Directors, such director shall promptly report in writing +to the Board of Directors. A director with a connected relationship shall not exercise voting rights on such +resolution, nor shall he/she act as a proxy for other directors in exercising voting rights. +The meeting of the Board of Directors may be held with the attendance of more than half of the +directors without a connected relationship, and resolutions made at the meeting of the Board of Directors +must be passed by a majority vote of the directors without a connected relationship. +If the number of directors without a connected relationship attending the meeting of the Board of +Directors is less than three, the matter shall be submitted to the Shareholders’ Meeting for review. If there +are any additional restrictions on directors’ participation in and voting at meetings of the Board of +Directors as stipulated by laws, regulations, or securities regulatory rules of the place where the +Company’s shares are listed, such provisions shall prevail. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-17 – + + +--- page 363 --- +Meetings of the Board of Directors shall be attended by the directors in person; if a director is unable +to attend for any reason, he/she may entrust another director in writing to attend on his/her behalf, and the +letter of entrustment shall specify the name of the proxy, the matters to be represented, the scope of +authorization, and the period of validity, and shall be signed or sealed by the entrusting party. The director +attending the meeting on behalf of another shall exercise the rights of the director within the scope of +authorization. Where a director neither attends the meeting of the Board of Directors nor entrusts a +representative to attend, he/she shall be deemed to have waived the right to vote at that meeting. +Special Committees of the Board of Directors +The Board of Directors of the Company shall establish an Audit Committee, which shall exercise the +powers of the Board of Supervisors as stipulated in the Company Law . The Audit Committee shall consist +of three directors and can only be comprised of non-executive directors, and shall consist of at least three +members, a majority of whom shall be independent directors, a majority of whom shall not hold any +position in the Company other than that of director, and at least one of whom is an independent director +with appropriate qualifications or accounting or related financial management expertise as required under +the securities regulatory rules of the place where the Company’s shares are listed, and the convener +(chairperson) of the committee shall be an accounting professional from among the independent +non-executive directors. +The Board of Directors of the Company shall establish a Remuneration Committee. The +Remuneration Committee shall consist of three directors, with more than half being independent +non-executive directors, and the convener (chairperson) shall be an independent non-executive director. +The Board of Directors of the Company shall establish a Nomination Committee. The Nomination +Committee shall consist of three directors, with more than half being independent non-executive directors. +SENIOR MANAGEMENT +The Company shall have one General Manager, one CFO, one President, one vice President, and one +Secretary to the Board of Directors, who shall be appointed or removed by the Board of Directors. The +Company may decide to appoint other senior management personnel based on its actual operational and +developmental needs. The General Manager, CFO, Secretary to the Board of Directors, and other senior +management personnel appointed by the Board of Directors shall be deemed as the senior management of +the Company. +The term of office of the General Manager is three years, and the General Manager may be +reappointed for consecutive terms upon appointment by the Board of Directors. +The term of office of the General Manager shall commence from the date of approval by the +resolution of the Board of Directors and shall end upon the expiration of the term of the current Board of +Directors. +The General Manager shall be responsible for the Board of Directors and shall exercise the following +functions and powers: +(1) Preside over the production, operation, and management work of the Company, implement the +resolutions of the Board of Directors, and report work to the Board of Directors; +(2) Implement the Company’s annual operating plans and investment plans; +(3) Propose plans for the establishment of the Company’s internal management organization, and +propose the Company’s basic management system; +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-18 – + + +--- page 364 --- +(4) Formulate the Company’s specific rules and regulations; +(5) Propose to the Board of Directors the appointment or removal of other senior management +personnel of the Company; +(6) Propose to convene an extraordinary meeting of the Board of Directors; +(7) Perform the duties and powers specified in the General Manager’s work rules; +(8) Other functions and powers granted by the Articles of Association or the Board of Directors. +FINANCIAL AND ACCOUNTING SYSTEMS, PROFIT DISTRIBUTION, AND AUDIT +Financial and Accounting Systems +The Company shall formulate its financial and accounting systems in accordance with laws, +administrative regulations, and the provisions of relevant authorities. If there are additional provisions by +the securities regulatory authority of the place where the Company’s shares are listed, those provisions +shall prevail. +The Company shall not establish separate accounting books in addition to the statutory accounting +books. The Company’s funds shall not be deposited in accounts opened in the name of any individual. +When distributing the after-tax profits of the current year, the Company shall allocate 10% of the +profits to the Company’s statutory reserve fund. If the cumulative amount of the Company’s statutory +reserve fund exceeds 50% of the Company’s registered capital, further allocation may be waived. +Where the Company’s statutory reserve fund is insufficient to cover the losses of previous years, the +Company shall first use the current year’s profits to cover the losses before allocating to the statutory +reserve fund in accordance with the preceding paragraph. +After setting aside the statutory reserve fund from the after-tax profits, the Company may, upon +resolution of the Shareholders’ Meeting, also set aside a discretionary reserve fund from the after-tax +profits. +After the losses are covered and the statutory reserve fund is set aside, the remaining after-tax profits +of the company shall be distributed among the shareholders according to the proportion of shares held by +shareholders, unless otherwise provided in the Articles of Association. +The Company’s own shares held by the Company shall not participate in the profit distribution. +The Company’s reserve fund shall be used to cover the Company’s losses, expand the Company’s +production and business operations, or be converted into an increase in the Company’s registered capital. +When the reserve fund is used to cover the Company’s losses, the discretionary reserve fund and statutory +reserve fund shall be used first; if they are still insufficient, the capital reserve fund may be used in +accordance with the regulations. +When the statutory reserve fund is converted into an increase in registered capital, the retained +amount of such reserve fund shall not be less than 25% of the Company’s registered capital prior to the +increase. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-19 – + + +--- page 365 --- +Appointment of Accounting Firms +The Company shall appoint an independent accounting firm that complies with the provisions of +laws and regulations and the regulatory rules of the place where the shares of the Company are listed to +conduct accounting statement audits, net asset verification, and other related consulting services, with a +term of one year, which may be renewed. +The appointment, dismissal and remuneration (or the way to confirm the remuneration) of the +accounting firm by the Company must be determined by the Shareholders’ Meeting through ordinary +resolutions, and the Board of Directors shall not appoint an accounting firm before the Shareholders’ +Meeting makes a decision. +When the Company dismisses or does not renew the appointment of an accounting firm, it shall +notify the accounting firm 15 days in advance. When the Shareholders’ Meeting of the Company votes on +the dismissal of an accounting firm, the accounting firm shall be allowed to present its opinions. +NOTIFICATION +Notifications from the Company shall be issued in the following forms: +(1) Delivery by a designated person; +(2) Transmission via fax, email, or postal mail; +(3) Notification via telephone; +(4) Public announcement (including posting on designated websites and the Company’s official +website in accordance with laws, administrative regulations and the securities regulatory rules +of the place where the Company’s shares are listed); +(5) Other forms recognized by the relevant regulatory authorities of the place where the +Company’s shares are listed or as stipulated in the Company’s Articles of Association. +MERGER, DIVISION, CAPITAL INCREASE, CAPITAL REDUCTION, DISSOLUTION, AND +LIQUIDATION +Merger, Division, Capital Increase, and Capital Reduction +In the event of a company merger, the merging parties shall sign a merger agreement and prepare a +balance sheet and inventory of assets. The Company shall notify its creditors within 10 days from the date +of the merger resolution and make a public announcement in accordance with regulations within 30 days. +Creditors may, within 30 days from the date of receipt of the notification, or within 45 days from the date +of the public announcement provided that they have not received the notification, request the Company +to settle its debts or provide corresponding guarantees. +In the event of a company division, the Company’s assets shall be divided accordingly. The Company +shall prepare a balance sheet and inventory of assets in the event of division. The Company shall notify +its creditors within 10 days from the date of the division resolution and make a public announcement in +accordance with regulations within 30 days. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-20 – + + +--- page 366 --- +When the Company needs to reduce its registered capital, it shall prepare a balance sheet and +inventory of assets. The Company shall notify its creditors within 10 days from the date of the resolution +to reduce the registered capital and make a public announcement in accordance with regulations within 30 +days. Creditors have the right, within 30 days from the date of receipt of the notification, or within 45 days +from the date of the public announcement provided that they have not received the notification, to request +the Company to settle its debts or provide corresponding guarantees. +In the event of a company merger or division, where changes occur to the registered items, the +Company shall complete the modification registration with the company registration authority in +accordance with the law; in the event of dissolution, the Company shall complete company deregistration +in accordance with the law; in the event of the establishment of a new company, the Company shall +complete company establishment registration in accordance with the law. +Where the Company increases or reduces its registered capital, it shall apply to the company +registration authority for modification registration in accordance with the law. +Dissolution and Liquidation +The Company shall be dissolved for the following reasons: +(1) The business term specified in these Articles of Association expires, or any other dissolution +cause stipulated herein arises; +(2) The Shareholders’ Meeting resolves to dissolve the Company; +(3) Dissolution is required due to a merger or division of the Company; +(4) The Company’s business license is revoked in accordance with the law, it is ordered to close +down, or it is administratively revoked; +(5) Where severe difficulties arise in the Company’s operations and management, and its continued +existence would cause material detriment to shareholders’ interests, and such difficulties +cannot be resolved through other means, shareholders holding 10% or more of the total voting +rights of the Company may petition the people’s court for dissolution of the Company. +Where the Company falls under any of the dissolution causes specified in the preceding paragraph, +it shall publicise the dissolution cause(s) via the National Enterprise Credit Information Publicity System +within 10 days. +Where the Company falls under circumstances (1) or (2) above and has not yet distributed assets to +shareholders, it may continue to exist by amending these Articles of Association or through a resolution +of the Shareholders’ Meeting. +Amendments to these Articles of Association or resolutions of the Shareholders’ Meeting in +accordance with the preceding paragraph shall be approved by more than two-thirds of the voting rights +held by the shareholders attending the Shareholders’ Meeting. +If the Company is dissolved due to the causes specified in items (1), (2), (4), and (5) above, it shall +undergo liquidation. Directors are the liquidation obligors of the Company and shall form a liquidation +committee to conduct liquidation within 15 days from the date when the dissolution cause arises. The +liquidation committee shall be composed of directors or personnel determined by the Shareholders’ +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-21 – + + +--- page 367 --- +Meeting. If the liquidation committee is not formed within the prescribed time limit for liquidation, +creditors may apply to the people’s court for the appointment of relevant personnel to form a liquidation +committee to carry out liquidation. If the liquidation obligors fail to perform their liquidation obligations +in a timely manner and cause losses to the Company or creditors, they shall be liable for compensation. +During the liquidation period, the liquidation committee shall exercise the following functions and +powers: +(1) Liquidate the Company’s assets, and prepare a balance sheet and inventory of assets +respectively; +(2) Notify and announce to creditors; +(3) Handle the Company’s outstanding business related to liquidation; +(4) Settle outstanding taxes and taxes incurred during the liquidation process; +(5) Clear up the creditor’s rights and debts; +(6) Dispose of the Company’s residual assets after debt repayment; +(7) Represent the Company in civil litigation activities. +The liquidation committee shall notify creditors within 10 days from the date of its establishment and +make a public announcement in accordance with regulations within 60 days. Creditors shall declare their +claims to the liquidation committee within 30 days from the date of receipt of the notification, or within +45 days from the date of the public announcement provided that they have not received the notification. +When declaring their claims, creditors shall provide relevant information of claims and supporting +documents. The liquidation committee shall register the claims. +During the period of claim declaration, the liquidation committee shall not make any debt +repayments to creditors. +After liquidating the Company’s assets and preparing the balance sheet and inventory of assets, the +liquidation committee shall formulate a liquidation plan and submit it to the Shareholders’ Meeting or the +people’s court for confirmation. +After applying of the Company’s assets to pay liquidation expenses, employees’ wages, social +insurance contributions, statutory compensations, outstanding taxes, and company debts in sequence, any +residual assets shall be distributed among shareholders in proportion to their respective shareholdings. +During the liquidation period, the Company shall continue to exist but shall not engage in business +activities unrelated to the liquidation. No distribution of assets shall be made to shareholders until all the +Company’s assets have been liquidated in accordance with the preceding paragraph. +After liquidating of the Company’s assets and preparing the balance sheet and inventory of assets, +if the liquidation committee finds that the Company’s assets are insufficient to repay its debts, it shall +apply to the people’s court for bankruptcy liquidation in accordance with the law. +After the people’s court accepts the bankruptcy application, the liquidation committee shall transfer +the liquidation affairs to the bankruptcy administrator appointed by the people’s court. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-22 – + + +--- page 368 --- +Upon completion of the Company’s liquidation, the liquidation committee shall prepare a liquidation +report, submit it to the Shareholders’ Meeting or the people’s court for confirmation, and report it to the +company registration authority to apply for cancelation of the Company’s registration. +Where the Company is declared bankrupt in accordance with the law, bankruptcy liquidation shall +be carried out in accordance with the relevant laws on enterprise bankruptcy. +AMENDMENT TO THE ARTICLES OF ASSOCIATION +The Company shall amend its Articles of Association under any of the following circumstances: +(1) After the Company Law or relevant laws, administrative regulations, or securities regulatory +rules of the place where the Company’s shares are listed are amended, the provisions of the +Articles of Association conflict with the provisions of the amended laws, administrative +regulations, or securities regulatory rules of the place where the Company’s shares are listed; +(2) The Company’s situation has changed and is inconsistent with the matters recorded in the +Articles of Association; +(3) The Shareholders’ Meeting decides to amend the Articles of Association. +Any amendments to the Articles of Association approved by a resolution of the Shareholders’ +Meeting that require approval from the competent authority shall be submitted to the competent authority +for approval; where the amendments involve company registration matters, the changes shall be registered +in accordance with the law. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-23 – + + +--- page 369 --- +1. FURTHER INFORMATION ABOUT OUR COMPANY +A. Incorporation +Our Company was incorporated as a limited liability company under the laws of the PRC in March +2015 and was converted into a joint stock company with limited liability in October 2024. Our registered +office is at Room 215, P4 Comprehensive Building, No. 20 Xishi Road, Wangzhuang Subdistrict Xinwu +District, Wuxi City, Jiangsu Province, PRC, and our headquarter and principal place of business is at Room +601, No. 10, Lane 198, Zhangheng Road, Pudong New Area, Shanghai, PRC. +We have established a place of business in Hong Kong at 19/F, Room 1912, Lee Garden One, 33 +Hysan Avenue, Causeway Bay, Hong Kong and was registered with the Registrar of Companies in Hong +Kong as a non-Hong Kong company under Part 16 of the Companies Ordinance on September 16, 2025. +Ms. Shum Kit Han ( Ҋᆎ㛮), our joint company secretary, is the authorized representative of our Company +for the acceptance of service of process and notices on behalf of our Company in Hong Kong under Part +16 of the Companies Ordinance. The address for service of process on our Company in Hong Kong is the +same as its principal place of business in Hong Kong as set out above. +As our Company was established in the PRC, we are subject to the relevant laws and regulations of +the PRC. An overview of the relevant aspects of laws and regulations of the PRC is set out in the section +headed “Regulatory Overview” in this prospectus. A summary of our Articles of Association is set out in +Appendix III to this prospectus. +B. Changes in the Share Capital of our Company +Save as disclosed above, there has been no alteration in the share capital within two years +immediately preceding the date of this prospectus. +(1) On October 23, 2024, our then Shareholders, being our promoters, passed resolutions +approving, among others, the conversion of our Company into a joint stock company with +limited liability under the laws of the PRC. In accordance with an audit report of our Company +issued by an independent accountant, as of July 31, 2024, the audited net asset value of our +Company was RMB546,535,708.20, among which, RMB15,811,430 was converted into +15,811,430 Shares with a nominal value of RMB1.00 each and the remaining +RMB530,724,278.20 was converted into capital reserve. +(2) On November 11, 2024, the registered capital of our Company from RMB15,811,430 to +RMB16,147,367 and further increased to RMB16,281,741 on July 30, 2025. +(3) On August 29, 2025, our Company subdivided its Shares from one Share of RMB1.00 each into +20 Shares of RMB0.05 each. Accordingly, our total issued Shares increased to 325,634,820 +Shares with our registered share capital remained unchanged. For details of changes in our +share capital since the date of our establishment, please see “History, Development and +Corporate Structure”. +Immediately following the completion of the Global Offering and the Conversion of Unlisted Shares +into H Shares, without taking into account any Shares that may be issued upon exercise of the +Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme, our registered share capital will +be increased to RMB18,952,091, divided into 379,041,820 H Shares. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +–I V - 1– + + +--- page 370 --- +C. Resolutions Passed by Our Shareholders’ General Meeting in relation to the Global Offering +At the extraordinary general meeting of the Shareholders held on August 28, 2025, the following +resolutions, among others, were duly passed: +(1) the sub-division of the Shares with nominal value of RMB1.00 each on the basis of one to +twenty (20) with nominal value of RMB0.05 each, effective immediately upon approval at the +shareholders’ meeting; +(2) the number of H Shares to be issued pursuant to the Global Offering shall be no more than 25% +of the total issued share capital of our Company as enlarged by the Global Offering before the +exercise of the Over-allotment Option and the number of H Shares to be issued pursuant to full +exercise of the Over-allotment Option shall be no more than 15% of the initial number of +Shares offered in the Global Offering; +(3) subject to the filing with CSRC being completed, upon completion of the Global Offering and +taking into account the Share Subdivision, 325,634,820 Unlisted Shares will be converted into +H Shares on a one-for-one basis; +(4) subject to the completion of the Global Offering, the conditional adoption of the Articles of +Association, which shall become effective on the Listing Date and the authorization of the +Board to amend the Articles of Association in accordance with relevant laws and regulations +and upon the request from the Stock Exchange and relevant PRC regulatory authorities; and +(5) our Board and/or its authorized person(s) have been authorized to handle all relevant matters +relating to, among other things, the issue of H Shares and the Listing. +D. Changes in Share Capital of our Subsidiaries +The list of our subsidiaries is set out in Note 1 to the Accountants’ Report, the text of which is set +out in Appendix I to this Prospectus. +Save as disclosed below, there has been no alteration in the share capital of any of our subsidiaries +within the two years preceding the date of this prospectus. +(1) On March 12, 2025, the registered share capital of Shanghai SENASIC was increased from +RMB5 million to RMB35 million, and further increased to RMB65 million on June 12, 2025. +E. Restriction on Share Repurchases +For details of the restrictions on share repurchases by our Company, see the section headed +“Appendix III—Summary of Articles of Association” in this prospectus. +F. Employee Incentive Schemes +2015 Employee Incentive Scheme +The following is a summary of the principal terms of the 2015 Employee Incentive Scheme adopted +in December 2015. The 2015 Employee Incentive Scheme is not subject to the provisions of Chapter 17 +of the Listing Rules as no Shares will be granted under such scheme after the Listing. +Purposes +The purpose of the 2015 Employee Incentive Scheme is to promote the rapid and sustainable growth +of our Company and to incentivize outstanding employees to enable them to share in the Company’s future +success and value creation throughout our development journey. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +–I V - 2– + + +--- page 371 --- +Eligibility and Grant +Persons eligible to receive the restricted share units (the “RSUs”) under the 2015 Employee +Incentive Scheme are core members of the management team and key employees of our Group who are +currently employed. The specific list of grantees (the “Grantees”) and the relevant terms, including, among +others, the subscription price, grant date and number of incentive shares, shall be determined by the +chairman of our Company as authorized by the Board of Directors. Grantees shall remit the total +subscription price to the shareholding platform within the period specified by our Company. Failure to do +so within the designated timeframe shall be deemed a voluntary forfeiture of the incentive shares, and our +Company shall have the right to reclaim such equity. +Administration +The Board of Directors shall be responsible for handling and implementing all matters related to this +incentive plan. Within the scope of its authority, the Board may delegate part or all of the responsibilities +pertaining to this plan to the chairman. The Chairman shall lead the implementation of this incentive plan +within the scope of authority delegated by the Board of Directors and shall be responsible for handling +matters related to its implementation. +Rights and Restrictions +The Grantees are entitled to all the rights attached to the RSUs upon the date of grant, including the +economic interests of the RSUs as well as the rights to receive dividends and other economic benefits, +except that such RSUs shall be subject to certain disposal restrictions during the service period as +described below. +Under this incentive scheme, the service period (the “Service Period”) for Grantees is either of the +following: scenarios: (1) a period of 48 months from the grant date or three years from the date that our +Company successfully completes its initial public offering and is listed on a domestic or foreign stock +exchange, whichever is later; (2) a period of 24 months from the grant date; or (3) a service period +determined by the chairman as authorized by the Board of Directors. Prior to the completion of the Service +Period, Grantees shall not transfer their incentive equity, and shall not, without our Company’s prior +written consent, use their incentive equity in any form as collateral or for any guarantee purposes. Any +such pledge or guarantee made without our Company’s written consent shall be deemed invalid. After the +completion of the Service Period, Grantees holding equity granted under the Service Period of Scenario +(2) above shall, during the period from the date the incentive equity is acquired until three years after our +Company’s initial public offering, not sell, pledge, transfer, or otherwise dispose of such equity without +the consent of the managing partner of the partnership that holds the incentive equity. +During the Service Period, if any of the following circumstances apply to a Grantee, he/she shall lose +eligibility to receive incentive shares under this plan: (1) violation of applicable laws, administrative +regulations, articles of association, internal policies, or the provisions of this plan and related documents; +(2) being held criminally liable in accordance with the law due to criminal conduct; (3) being held or likely +to be held civilly liable in a manner that threatens or adversely affects our interests or reputation; (4) +disclosure of business or technical secrets or other unlawful or disciplinary acts that harm our interests or +reputation, including serious negligence or misconduct; (5) engaging in, in any form, business activities +that are the same as or similar to those of our Company or subsidiaries, or investing in companies engaged +in such activities (excluding investments made through secondary markets); (6) participating in the +operations of, or investing in, distributors or agents of our Company or subsidiaries in any form (excluding +investments made through secondary markets); (7) committing serious personal integrity violations or +using our interest for personal gain, such as off-the-books sales revenue or illegal benefits from suppliers; +(8) receiving an annual individual performance evaluation result of ‘unsatisfactory’; (9) breaching +non-compete agreements; (10) failing to comply with confidentiality obligations stipulated in this plan; +and (11) any other circumstances determined by our Company to have caused significant negative impact. +Our Company shall have the right to designate an entity to repurchase the incentive equity held by such +Grantee at the repurchase price equivalent to the relevant subscription price of such incentive equity. The +Grantees shall also remain to be liable for any loss and damage caused to our Company. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +–I V - 3– + + +--- page 372 --- +During the Service Period, if any of the following circumstances apply to a Grantee, our Company +shall have the right to designate an entity to repurchase the incentive equity held by such Grantee at the +repurchase price equivalent to the relevant subscription price of such incentive equity plus relevant +accrued interests: (1) loss of labor capacity or civil conduct capacity, or death, not arising from the +performance of duties; (2) termination of employment due to company downsizing, voluntary resignation, +or mutual agreement between the employee and our Company to terminate or dissolve the +employment/engagement contract; and (3) expiration of the employment/engagement contract without +renewal. +If the above mentioned occur, our Company will negotiate with the Grantees on whether to +repurchase and specific arrangement based on the situation. +Expenses, Dispute Resolution, Amendments and Termination +Any taxes and fees arising from this equity incentive, as well as the operational and management fees +of the shareholding platform, shall be borne by the Grantees in accordance with applicable laws and +regulations. Amendments and termination of this incentive plan shall be approved by the shareholders of +our Company. +In the event of any dispute between our Company and a Grantee, such dispute shall be resolved in +accordance with the provisions of this incentive plan and the related incentive agreement, or through +mediation by the Board of Directors. If the dispute or conflict is not resolved through the aforementioned +means within sixty (60) days from the date of its occurrence, either party may file a lawsuit with the court +in our Company’s jurisdiction. +Number of the RSUs +The aggregate maximum number of Shares pursuant to the 2015 Employee Incentive Scheme is +54,470,220 Shares, which are issued and held by Shanghai Ruixinchuang and Shanghai Chuangyingrui, +our ESOP platforms. As of the Latest Practicable Date, all the RSUs under this incentive plan has been +fully granted, which was 54,470,220 Shares representing 14.37% of the total issued share capital of our +Company immediately upon completion of the Global Offering, without taking into account any Shares +that may be issued upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option +Scheme. +Particulars of the RSUs issued to the Grantees are set forth below: +Name of Grantees Position held with our Group +Number of +Shares underlying +the RSUs +Approximate +shareholding +percentage (1) +Directors, Senior Management and Connected Persons +Dr, Li /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Chairman, executive Director +and chief executive officer +12,114,680 3.20% +Mr. Zhu Shouteng ( ϡςᙜ) /H1100/H1100/H1100/H1100Executive Director and +president +9,802,980 2.59% +Mr. Li /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Executive Director and vice +president +665,880 0.18% +Ms. Xu Hongru (ν) /H1100/H1100/H1100/H1100/H1100/H1100Executive Director 6,114,600 1.61% +Ms. Xu Y alei ( ஢ඩᑜ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Chief financial officer 2,537,960 0.67% +Mr. Wen Li ( ๝ͭ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Supervisor of Shanghai +SENASIC +4,717,560 1.24% +Other Grantees +Independent Third Parties /H1100/H1100/H1100/H1100/H1100/H110070 existing employees and +one former employee of +our Group +18,516,560 4.89% +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 54,470,220 14.37% +(1) The percentage is for illustrative purpose only and is calculated based on the number of Shares in issue immediately +following completion of the Global Offering without taking into account any Shares which may be allotted and issued +pursuant to the exercise of the Over-allotment Option or the 2026 Pre-IPO Share Option Scheme. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +–I V - 4– + + +--- page 373 --- +2026 Pre-IPO Share Option Scheme +The following is a summary of the principal terms of the 2026 Pre-IPO Share Option Scheme +adopted in April 2026. This scheme is not subject to the provisions of Chapter 17 of the Listing Rules as +no Shares will be granted under such scheme after the Listing. +Purpose +The scheme is established to further develop and enhance our Company’s long-term incentive +mechanisms and to improve its remuneration and performance evaluation systems. The scheme is designed +to attract and retain exceptional management personnel and key business talents. By aligning the interests +of shareholders, our Company, and core employees, the scheme seeks to foster employee motivation and +cohesion, promote a performance-oriented culture centered on value creation, and facilitate the +achievement of our Company’s long-term strategic and operational objectives, thereby supporting its +healthy, sustained, and rapid growth. +Eligible Participants +Eligibility for participation in the scheme is determined in accordance with applicable laws and +regulations, and our Company’s Articles of Association, taking into consideration each individual’s +position, performance, and contribution to our Company. The pool of eligible participants comprises +members of our Company’s senior management, departmental heads, core technical and business +personnel, and such other individuals as the Board may deem appropriate for incentive awards. Eligible +participants must be employed by or otherwise provide services to our Company or its wholly-owned or +controlled subsidiaries or branches under a valid employment or service contract. The scheme explicitly +excludes individuals who are subject to regulatory sanctions, have committed material legal or regulatory +violations, have breached non-competition undertakings, or are otherwise disqualified from serving as +directors or senior management under applicable law. +Administration +The Board has been authorized by the shareholders to act as the administrator of the scheme and is +responsible for its implementation. The Remuneration Committee, operating under the authority of the +Board, is responsible for drafting and proposing amendments to the scheme for the Board’s consideration, +after which the Board will submit the scheme for final approval by the shareholders. The Board is +authorized to handle all matters relating to the administration of the scheme, including the grant, vesting, +exercise, and cancellation of share options, within the mandate provided by the shareholders. The Board +is authorized by the shareholders to adjust the number of options and the exercise price in accordance with +the adjustment provisions of the scheme in response to corporate actions. +Types of Awards and Scheme Limit +The types of awards under the scheme are options. The maximum number of new Shares that may +be issued under the scheme is 20,391,891 Unlisted Shares. During the period commencing on the grant +date and ending upon the completion of the exercise of the options by the grantees, in the event that our +Company effects any of the following corporate actions, including but not limited to a capitalization of +capital reserve, a bonus issue of shares, a share subdivision or consolidation, a rights issue, or a dividend +distribution, the exercise price and/or the number of share options granted under the scheme shall be +subject to adjustment in accordance with the provisions set forth in the scheme. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +–I V - 5– + + +--- page 374 --- +Grant of Options +The scheme becomes effective on the date of its approval by the shareholders in a general meeting, +which date also constitutes the grant date for the options. Following such approval, our Company will +enter into a Share Option Award Agreement with each grantee, which will specify the number of options +granted and the applicable vesting and exercise conditions. The Board is authorized to oversee the +implementation of the grant process, verify the satisfaction of vesting conditions, and manage all related +administrative and registration formalities. +V esting +Options granted under the scheme are subject to a vesting period, which commences on the date the +relevant Award Agreement is signed and expires 13 months after the date of our Company’s initial public +offering and listing. No options may be exercised during the vesting period. Upon the expiration of such +13-month period, all options granted under the scheme will become fully vested and exercisable in a single +tranche, representing 100% of the award. Any exercise of options may only occur on a trading day. +Exercise of Options +The exercise price for the options is RMB10.15 per share. The specific conditions for exercise, which +will be set forth in the individual Share Option Award Agreements, will generally require the satisfaction +of both Company-level performance targets and individual performance assessments. If our Company +effect any capital adjustments prior to exercise, such as a conversion of capital reserve into share capital, +a bonus issue of shares, or a dividend distribution, the number of options and the exercise price will be +adjusted in accordance with the formulas stipulated in the scheme. Grantees who are directors or senior +management of our Company will be subject to statutory lock-up restrictions on the transfer of shares +acquired upon exercise, as required by applicable laws and the listing rules. +Rights and Obligations of Grantees +Grantees have the right, subject to the satisfaction of all applicable conditions, to subscribe for newly +issued shares of our Company at the prescribed exercise price. Options granted under the scheme are +non-transferable, may not be pledged as security, and may not be used to satisfy any debts prior to +exercise. Grantees must fund the exercise price and any associated tax liabilities from their own resources, +and our Company is prohibited from providing any form of financial assistance. Grantees are obligated to +perform their duties with diligence and good faith and are responsible for any individual income tax +arising from their participation in the scheme. In the event that a grantee realizes gains due to a material +misstatement or omission in our Company’s information disclosure, the grantee shall be required to return +all such gains to our Company. If an individual cease to meet the eligibility criteria for the scheme, their +rights under the scheme will lapse without any claim for compensation against our Company. +If a grantee’s employment is terminated for cause, including due to serious misconduct, violation of +company policies, or criminal liability, all unvested options will be forfeited immediately and any vested +but unexercised options will be cancelled without right of exercise. If a grantee voluntarily resigns or the +employment relationship ceases due to the non-renewal of a contract, unvested options will be forfeited, +while vested but unexercised options must be exercised within three months following the date of such +cessation. In the case of involuntary termination without cause (excluding circumstances involving +misconduct or incompetence), retirement, permanent disability, or death, unvested options will be +forfeited, but any vested but unexercised options may be exercised by the grantee or, in the case of death, +by the grantee’s legal successors within three months following the relevant event. Options that remain +unexercised after the applicable exercise period will be cancelled in accordance with the terms of the +scheme. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +–I V - 6– + + +--- page 375 --- +Amendment and Termination +The scheme has a maximum term of ten years commencing from the grant date. If our Company’s +shares are not listed on the Main Board of The Stock Exchange within 36 months of the date of shareholder +approval of the scheme, the scheme will automatically terminate, and all outstanding options granted +thereunder will be cancelled. +Outstanding Options +All the Options with entitlement to subscription of a total of 20,391,891 new Unlisted Shares under +the 2026 Pre-IPO Share Option Scheme has been fully granted as of the Latest Practicable Date. Assuming +all the Options granted under this scheme are exercised in full, the shareholding of our Shareholders +immediately following the completion of the Global Offering (assuming the Over-allotment Option is not +exercised) would be diluted to approximately 94.87% of the total enlarged share capital. See the +Accountants’ Report in Appendix I to this prospectus for details of the dilution effect of the Options on +the earnings per share. +Particulars of the Options granted under the 2026 Pre-IPO Share Option Scheme are set forth below: +Name of +Grantees Title Address +Number of +Shares +underlying +the +outstanding +Options +Date of +grant +Exercise +price per +Share Vesting Period Exercise period +Approximately % +of issued share +capital +immediately upon +completion of the +Global Offering (1) +(RMB) +Dr. Li /H1100/H1100/H1100/H1100Chairman of the +Board, +executive +Director and +chief executive +officer +No. 27, Jiangdong +Road, +Zhangjiang +Town, Pudong +New Area, +Shanghai, PRC +13,458,647 April 25, +2026 +10.15 100% vested after +the expiry of +13 months +after the +Listing Date. +Ten years after +expiry of the +vesting period +3.48% +Mr. Zhu +Shouteng /H1100/H1100 +Executive Director +and president +No. 101, No. 53 +Lane 1010, +Mingzhong +Road, Songjiang +District, +Shanghai, PRC +3,262,703 April 25, +2026 +10.15 0.84% +Ms. Xu Y alei /H1100Chief financial +officer and +joint company +secretary +Room 102, No. 72, +Runan Street, +Huangpu +District, +Shanghai, PRC +3,058,784 April 25, +2026 +10.15 0.79% +Mr. Li /H1100/H1100/H1100/H1100Executive Director +and vice +president +Room 708, No. 5, +Lane 573, +Dongfang Road, +Pudong New +Area, Shanghai, +PRC +611,757 April 25, +2026 +10.15 0.16% +Total /H1100/H1100/H1100/H1100/H1100/ / 20,391,891 / / / / 5.27% +(1) The relevant percentage is calculated assuming full exercise of the Over-allotment Option and without taking into account any +Shares that may be issued under the 2026 Pre-IPO Share Option Scheme. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +–I V - 7– + + +--- page 376 --- +2. FURTHER INFORMATION ABOUT OUR BUSINESS +A. Summary of Our Material Contracts +We have entered into the following contracts (not being contracts entered into in the ordinary course +of business) within the two years immediately preceding the date of this prospectus that are or may be +material: +(1) the Hong Kong Underwriting Agreement; +(2) the cornerstone investment agreement dated June 5, 2026 entered into among our Company, +Sunwoda Treasury (Hong Kong) Limited, China International Capital Corporation Hong Kong +Securities Limited, Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) +Limited, pursuant to which Sunwoda Treasury (Hong Kong) Limited agreed to subscribe for +Offer Shares at the Offer Price in the aggregate amount of HK$40.0 million (including +brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee +that such investor will pay in respect of the Offer Shares to be subscribed for by it) in +accordance with the terms of the cornerstone investment agreement; +(3) the cornerstone investment agreement dated June 5, 2026 entered into among our Company, +Longwei Hong Kong Company Limited, China International Capital Corporation Hong Kong +Securities Limited, Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) +Limited, pursuant to which Longwei Hong Kong Company Limited agreed to subscribe for +Offer Shares at the Offer Price in the aggregate amount of the equivalent of USD3.0 million +in Hong Kong dollars (calculated using the Hong Kong dollar:USD closing exchange rate as +disclosed in this prospectus) (excluding brokerage, SFC transaction levy, AFRC transaction +levy and the Stock Exchange trading fee that such investor will pay in respect of the Offer +Shares to be subscribed for by it) in accordance with the terms of the cornerstone investment +agreement; +(4) the cornerstone investment agreement dated June 5, 2026 entered into among our Company, +Oakwise Growth Fund SPC - Greater China Fund SP , China International Capital Corporation +Hong Kong Securities Limited, Guotai Junan Capital Limited and Guotai Junan Securities +(Hong Kong) Limited, pursuant to which Oakwise Growth Fund SPC - Greater China Fund SP +agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount of HK$73.58 +million (excluding brokerage, SFC transaction levy, AFRC transaction levy and the Stock +Exchange trading fee that such investor will pay in respect of the Offer Shares to be subscribed +for by it) in accordance with the terms of the cornerstone investment agreement; +(5) the cornerstone investment agreement dated June 5, 2026 entered into among our Company, +Tembusu Limited, China International Capital Corporation Hong Kong Securities Limited, +Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited, pursuant to +which Tembusu Limited agreed to subscribe for Offer Shares at the Offer Price in the aggregate +amount of the equivalent of USD2.0 million in Hong Kong dollars (calculated using the Hong +Kong:USD dollar closing exchange rate as disclosed in this prospectus)) (excluding brokerage, +SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee that such +investor will pay in respect of the Offer Shares to be subscribed for by it) in accordance with +the terms of the cornerstone investment agreement; +APPENDIX IV STATUTORY AND GENERAL INFORMATION +–I V - 8– + + +--- page 377 --- +(6) the cornerstone investment agreement dated June 5, 2026 entered into among our Company, +Andrew Y Y an, China International Capital Corporation Hong Kong Securities Limited, Guotai +Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited, pursuant to which +Andrew Y Y an agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount +of the equivalent of USD2.0 million in Hong Kong dollars (calculated using the Hong +Kong:USD dollar closing exchange rate as disclosed in this prospectus) (excluding brokerage, +SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee that such +investor will pay in respect of the Offer Shares to be subscribed for by it) in accordance with +the terms of the cornerstone investment agreement; +(7) the cornerstone investment agreement dated June 5, 2026 entered into among our Company, +RIME Capital Limited, China International Capital Corporation Hong Kong Securities Limited, +Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited, pursuant to +which RIME Capital Limited agreed to subscribe for Offer Shares at the Offer Price in the +aggregate amount of the equivalent of USD2.0 million in Hong Kong dollars (calculated using +the Hong Kong:USD dollar closing exchange rate as disclosed in this prospectus) (excluding +brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee +that such investor will pay in respect of the Offer Shares to be subscribed for by it) for and on +behalf of Sino Opulence Multi-V alue Strategy Fund SPC-Stable Growth Fund SP in accordance +with the terms of the cornerstone investment agreement; +(8) the cornerstone investment agreement dated June 5, 2026 entered into among our Company, +Thalassa Capital Dynamics SPC (acting for and on behalf of Thalassa Horizon SP), China +International Capital Corporation Hong Kong Securities Limited, Guotai Junan Capital Limited +and Guotai Junan Securities (Hong Kong) Limited, pursuant to which Thalassa Capital +Dynamics SPC (acting for and on behalf of Thalassa Horizon SP) agreed to subscribe for Offer +Shares at the Offer Price in the aggregate amount of HK$49.30 million (excluding brokerage, +SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee that such +investor will pay in respect of the Offer Shares to be subscribed for by it) in accordance with +the terms of the cornerstone investment agreement; +(9) the cornerstone investment agreement dated June 5, 2026 entered into among our Company, +Chample International Limited, China International Capital Corporation Hong Kong Securities +Limited, Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited, +pursuant to which Chample International Limited agreed to subscribe for Offer Shares at the +Offer Price in the aggregate amount of HK$30.0 million (excluding brokerage, SFC transaction +levy, AFRC transaction levy and the Stock Exchange trading fee that such investor will pay in +respect of the Offer Shares to be subscribed for by it) in accordance with the terms of the +cornerstone investment agreement; and +(10) the cornerstone investment agreement dated June 5, 2026 entered into among our Company, +Libra Stable V alue and Fixed Income Segregated Portfolio Company acting for and on behalf +of Libra Fixed Income One SP , China International Capital Corporation Hong Kong Securities +Limited, Guotai Junan Capital Limited and Guotai Junan Securities (Hong Kong) Limited, +pursuant to which Libra Stable V alue and Fixed Income Segregated Portfolio Company acting +for and on behalf of Libra Fixed Income One SP agreed to subscribe for Offer Shares at the +Offer Price in the aggregate amount of HK$20.0 million (excluding brokerage, SFC transaction +levy, AFRC transaction levy and the Stock Exchange trading fee that such investor will pay in +respect of the Offer Shares to be subscribed for by it) in accordance with the terms of the +cornerstone investment agreement. +B. Our Intellectual Property Rights +As of the Latest Practicable Date, our Company had registered, or has applied for the registration of +the following intellectual property rights which were material to our Group’s business. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +–I V - 9– + + +--- page 378 --- +Trademarks +As of the Latest Practicable Date, we had registered the following trademarks which we considered +to be material to our business: +No. Trademark Class Owner +Place of +Registration +Registration +No. Validity Period +1. + 42 Our Company The PRC 40879145 From April 21, 2020 +to April 20, 2030 +2. + 35 Our Company The PRC 40873601 From April 21, 2020 +to April 20, 2030 +3. + 9 Our Company The PRC 43911990 From October 14, +2021 to October +13, 2031 +4. +9 Our Company The PRC 40892976A From May 28, 2020 +to May 27, 2030 +5. + 9 Our Company The PRC 37798739 From December 21, +2019 to December +20, 2029 +6. +9 Our Company The PRC 38229558 From September 7, +2020 to September +6, 2030 +7. +35 Our Company The PRC 38236374 From April 14, 2020 +to April 13, 2030 +8. + 42 Our Company The PRC 38236370 From March 21, +2020 to March 20, +2030 +9. +9 Our Company The PRC 38243154 From February 14, +2021 to February +13, 2031 +10. +9 Our Company The PRC 23301507 From March 14, +2018 to March 13, +2028 +11. +42 Our Company The PRC 38233150 From March 14, +2020 to March 13, +2030 +12. +35 Our Company The PRC 38223625 From February 7, +2020 to February +6, 2030 +13. +9 Our Company The PRC 66718305 From March 7, 2024 +to March 6, 2034 +14. + 35 Our Company The PRC 66702108 From July 14, 2024 +to July 13, 2034 +15. + 9 Our Company Hong Kong 307000000 From August 18, +2025 to +August 17, 2035 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-10 – + + +--- page 379 --- +Patents +As of the Latest Practicable Date, we had registered the following patents which we considered to +be material to our business: +No. Owner Description Patent No. +Types of +Patents +Application +Date +1. Our Company Wireless Communication +System and Its Signal +Transceiving Device ( ೌᇞ +໮ϗ೯ༀ +ໄ) +2022106717934 Invention June 1, 2022 +2. Our Company Data Packet Synchronization +Circuit and Method ( ᅰኽ +ج) +2019102118320 Invention March 20, +2019 +3. Our Company Tire Pressure Detection +Signal Receiving Circuit, +System, and Method (Ꮐ +໮ટϗཥ༩eӻ୕ʿ +ج) +202111359397X Invention November 17, +2021 +4. Our Company Mismatch Calibration Circuit, +Method, System, and RF +System (๟ཥ༩e˙ +᎖ӻ୕) +2020108254571 Invention August 17, +2020 +5. Our Company Alarm Integrated Circuit, +Alarm System, and Alarm +Method ( జᙆණϓཥ༩eజ +ج) +2022102564696 Invention March 16, +2022 +6. Our Company Sensor Diagnostic Device and +Sensor Detection Circuit +(ෂชኜൢᓙༀໄձෂชኜ +Ꮸ಻ཥ༩) +202110127511X Invention January 29, +2021 +7. Our Company V oltage Correction Method, +Device, and Electronic +Equipment (˙ +eༀໄʿཥɿண௪) +2022101240609 Invention February 10, +2022 +8. Our Company Bluetooth Receiving Device +and Bluetooth +Communication Method +and Electronic Equipment +(ڦ +ʿཥɿண௪) +202010194668X Invention March 18, +2020 +9. Our Company Automatic Mismatch +Calibration Circuit, +Method, and RF Receiver +(ج +᎖ટϗዚ) +2020107991640 Invention August 11, +2020 +10. Our Company Chip Testing Device and +Functional Board (˪Ꮸ +̔) +2021116659663 Invention December 30, +2021 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +–I V - 1 1– + + +--- page 380 --- +No. Owner Description Patent No. +Types of +Patents +Application +Date +11. Our Company Low-Power Power Supply +Circuit ( Э̌ঃԶཥཥ༩) +202211140623X Invention September 20, +2022 +12. Our Company Data Transceiving System, +Data Receiving Device, +and Its Control Method ( ᅰ +ኽϗ೯ӻ୕eᅰኽટϗண௪ +ج) +2022101560607 Invention February 21, +2022 +13. Our Company In-V ehicle Alarm System, +In-V ehicle Alarm Method, +and Computer Device ( ԓ +ج +ၑዚண௪) +2020107498422 Invention July 30, 2020 +14. Our Company FLASH Abnormal Power-Off +Protection Circuit, Device, +and Method (FLASH ମ੬ +ᚐཥ༩eༀໄʿ˙ +ج) +2021107692003 Invention July 7, 2021 +15. Our Company Low-Frequency Decoding +Integrated Circuit and +TPMS Control System ( Э +᎖༆ᇁණϓཥ༩ʿTPMS છ +Փӻ୕) +2022101236923 Invention February 10, +2022 +16. Our Company Bluetooth Module, Event +Control Method for +Bluetooth Module, and +Electronic Equipment ( ᔝ˫ +ԫ΁છՓ +ʿཥɿண௪) +2020103953387 Invention May 11, 2020 +17. Our Company Signal Detection Circuit and +Tire Pressure Monitoring +System (ߣ +Ꮐ္಻ӻ୕) +2022109825131 Invention August 16, +2022 +18. Our Company Bandgap Reference Circuit +(੭ქਿ๟ཥ༩) +2022106157364 Invention June 1, 2022 +19. Our Company Automotive Motion State +Monitoring Integrated +Circuit Without an +Accelerometer ( ɓ၇ೌც̋ +࿒ +္಻ණϓཥ༩) +2016210044848 Invention August 31, +2016 +20. Our Company Binary Floating-Point +Multiplication Circuit, Its +Control Method, and +Computing Device ( ɚආՓ +༶ၑཥ༩ʿՉછ +ၑༀໄ) +2021110117134 Invention August 31, +2021 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-12 – + + +--- page 381 --- +Domain Names +As of the Latest Practicable Date, we had registered the following domain name which we considered +to be material to our business: +No. Domain Name Registered owner Place of registration +1. senasic.com Our Company PRC +Software Copyrights +As of the Latest Practicable Date, we had registered the following software copyrights which we +considered to be material to our business: +No. Software Name Version Owner Registration No. +Date of +Registration +1. Universal Sensor Conditioning Chip +Debugging Software +(USI_Debug_Tool) ( ஷ͜ෂชኜሜଣ +˪ሜ༊ழ΁ (USI_Debug_Tool)) +V1.0 Our Company 2024SR1901208 November 26, +2024 +2. Senasic Oxygen Sensor Calibration +Software +V1.0 Our Company 2021SR1131600 July 30, 2021 +3. Senasic BLE Tool Software V1.0 Our Company 2020SR0418703 May 8, 2020 +3. FURTHER INFORMATION ABOUT OUR DIRECTORS +A. Particulars of Directors’ Contracts +Each of our Directors has entered into a service contract with our Company. Each service contract +is for an initial term equivalent to the term of service of such Director. The service contracts may be +renewed in accordance with the Articles and the applicable laws, rules and regulations. +Save as disclosed above, none of the Directors has or is proposed to enter into 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). +B. Remuneration of Directors +See “Directors and Senior Management” and Note 8 to the Accountants’ Report in Appendix I to this +prospectus for the remuneration or benefits in kind paid to our Directors during the Track Record Period. +During the Track Record Period, no fees were paid by our Group to any of the Directors or the five +highest paid individuals as an inducement to join us or as compensation for loss of office. +4. DISCLOSURE OF INTERESTS +A. Disclosure of Interests of Directors +Save as disclosed below, immediately following the completion of the Global Offering and the +Conversion of Unlisted Shares into H Shares (without taking into account any Shares that may be issued +upon exercise of the Over-allotment Option and under the 2026 Pre-IPO Share Option Scheme), none of +our Directors has any interest and/or short position in the Shares, underlying Shares and debentures of our +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-13 – + + +--- page 382 --- +Company or our associated corporations (within the meaning of Part XV of the SFO) which will be +required to be notified to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV +of the SFO (including interest or short position which they were 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 Listed Issuers as set out in Appendix C3 to the Listing Rules to be notified +to our Company, once the H Shares are listed on the Stock Exchange. +As of the Latest +Practicable Date +Immediately following the completion of +the Global Offering and the Conversion +of Unlisted Shares into H Shares +(without taking into account any Shares +that may be issued upon exercise of the +Over-allotment Option and under the +2026 Pre-IPO Share Option Scheme) +Name of Director +Our Company/ +associated +corporation +Capacity/nature of +interest +Number of +Unlisted +Shares +Approximate +percentage of +shareholding +in the total +issued share +capital of our +Company +Number of +Shares +Description +of Shares +Approximate +percentage of +shareholding +in the total +issued share +capital of our +Company +Mr. Li Mengxiong(ҽྫྷඪ) /H1100/H1100/H1100/H1100/H1100/H1100Our Company Beneficial owner (1) 34,130,460 10.48% 34,130,460 H Shares 9.00% +Interest in controlled +corporation (1)(2) +57,301,400 17.60% 57,301,400 H Shares 15.12% +Interest held jointly +with another +person +(1)(2) +13,586,460 4.17% 13,586,460 H Shares 3.58% +Beneficial owner (3) 13,458,647 4.13% 13,458,647 Unlisted +Shares +3.55% +Mr. Li Shuguang +(ҽᏣΈ) /H1100/H1100/H1100/H1100/H1100/H1100 +Our Company Beneficial owner (1) 13,586,460 4.17% 13,586,460 H Shares 3.58% +Interest held jointly +with another +person +(1)(2) +91,431,860 28.08% 91,431,860 H Shares 24.12% +Beneficial owner (3) 611,757 0.19% 611,757 Unlisted +Shares +0.16% +Mr. Zhu Shouteng +(ϡςᙜ) /H1100/H1100/H1100/H1100/H1100/H1100 +Our Company Interest in controlled +corporation (1)(2) +29,631,720 9.10% 29,631,720 H Shares 7.82% +Beneficial owner (3) 3,262,703 1.00% 3,262,703 Unlisted +Shares +0.86% +Ms. Xu Hongru (ߎࢱ +ν)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Our Company Interest in controlled +corporation (1)(2) +24,838,700 7.63% 24,838,700 H Shares 6.55% +(1) See “Substantial Shareholders” for details. +(2) These interests include the Shares beneficially owned by them under the Employee Incentive Schemes. See “—1. Further +Information about Our Company—F. Employee Incentive Schemes” for details. +(3) Represents the relevant personnel’s entitlement to receive up to such number of Shares pursuant to the exercise of options +granted to him under the 2026 Pre-IPO Share Option Scheme, subject to the conditions (including vesting conditions) of those +options. +Up to the Latest Practicable Date, none of the Directors or their respective spouses and children +under 18 years of age had been granted by our Company or had exercised any rights to subscribe for shares +or debentures of our Company or any of its associated corporations. +B. Substantial Shareholders +Save as disclosed in the section headed “Substantial Shareholders” in this prospectus, our Directors +or chief executive are not aware of any other person, not being a Director or chief executive of our +Company, who has an interest or short position in the Shares and underlying Shares of our Company, +which following the completion of the Global Offering and the Conversion of Unlisted Shares into H +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-14 – + + +--- page 383 --- +Shares, would fall to be disclosed to our Company under the provisions of Divisions 2 an 3 of Part XV +of the SFO, or who is, directly or indirectly, interested in 10% or more of the issued voting Shares of our +Company or any member of our Group. +C. Disclaimers +(1) None of our Directors has any direct or indirect interest in the promotion of our Company, or +in any assets which have within the two years immediately preceding the date of this prospectus +been acquired or disposed of by or leased to any member of our Group, or are proposed to be +acquired or disposed of by or leased to any member of our Group; +(2) None of our Directors is materially interested in any contract or arrangement subsisting at the +date of this prospectus which is significant in relation to the business of our Group taken as a +whole; and +(3) So far as is known to our Directors, none of our Directors, their respective close associates (as +defined under the Listing Rules) or Shareholders of our Company who are interested in more +than 5% of the issued share capital of our Company has any interests in the five largest +customers or the five largest suppliers of our Group. +5. OTHER INFORMATION +A. Estate Duty +Our Directors have been advised that no material liability for estate duty under the PRC laws is likely +to fall on our Company or its subsidiaries. +B. Litigation +As of the Latest Practicable Date, no member of our Group was engaged in any outstanding material +litigation or arbitration which may have material and adverse effect on the Global Offering and, so far as +our Directors are aware, no litigation or claim of material importance is pending or threatened by or +against any member of our Group. +C. Joint Sponsors +The Joint Sponsors have made an application on our behalf to the Listing Committee for the listing +of, and permission to deal in, our H Shares to be issued pursuant to the Global Offering and the conversion +of the Unlisted Shares into H Shares as well as the Shares to be issued pursuant to the Pre-IPO Share +Option Scheme. The Joint Sponsors satisfy the independence criteria applicable to sponsors set out in Rule +3A.07 of the Listing Rules. +The Joint Sponsors will be paid by our Company a total fee of HK$6.5 million to act as the sponsors +in connection with the Listing. +D. Compliance Advisor +Our Company has appointed Maxa Capital Limited as the compliance advisor upon the Listing in +compliance with Rule 3A.19 of the Listing Rules. +E. Preliminary Expenses +We have not incurred any material preliminary expenses. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-15 – + + +--- page 384 --- +F. Promoters +See “History, Development and Corporate Structure—Major Shareholding Changes Of Our +Company During The Track Record Period—Conversion into A Joint Stock Company” for details of our +promoters. +Within the two years immediately preceding the date of this prospectus, no cash, securities or other +benefit has been paid, allotted or given nor is any proposed to be paid, allotted or given to any promoters +in connection with the Global Offering and the related transactions described in this prospectus. +G. Qualification of Experts +The qualifications of the experts, as defined under the Listing Rules, who have given opinions in this +prospectus, are as follows: +Name Qualification +China International Capital +Corporation Hong Kong Securities +Limited +A licensed corporation to conduct type 1 (dealing in +securities), type 2 (dealing in futures contracts), type 4 +(advising on securities), type 5 (advising on futures +contracts) and type 6 (advising on corporate finance) +regulated activities under the SFO +Guotai Junan Capital Limited A licensed corporation under the SFO for type 6 (advising +on corporate finance) of the regulated activities as defined +under the SFO +KPMG Certified Public Accountants +Public Interest Entity Auditor registered in accordance +with the Accounting and Financial Reporting Council +Ordinance +King & Wood PRC Legal Advisor +Frost & Sullivan (Beijing) Inc., +Shanghai Branch Co. +Independent industry consultant +DLA Piper Singapore Pte. Ltd. Legal advisor as to international sanction law +H. Consents of Experts +Each of the experts named in “5. Other Information—G. Qualification of Experts” above has given +and has not withdrawn its written consent to the issue of this prospectus with the inclusion of its report +and/or letter and/or opinion and/or the references to its name included herein in the form and context in +which it is respectively included. +As of the Latest Practicable Date, none of the experts named above had any shareholding interests +in any member of our Group or the right (whether legally enforceable or not) to subscribe for or to +nominate persons to subscribe. +I. 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 is effected on the H Share register of members of our Company, including in +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-16 – + + +--- page 385 --- +circumstances where such transaction is effect on the Stock Exchange. For further information in relation +to taxation, see “Regulation Overview.” +J. No Material and Adverse Change +Our Directors confirm that there has been no material and adverse change in the financial or trading +position of our Group since June 30, 2025 (being the latest balance sheet date of our consolidated financial +statements as set out in the Accountants’s Report). +K. Binding Effect +This prospectus shall have the effect, if an application is made in pursuant hereof, of rendering all +persons concerned bound by all the provisions (other than the penal provisions) of sections 44A and 44B +of the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as applicable. +L. Related Party Transactions +Our Group entered into certain related party transactions within the two years immediately preceding +the date of this prospectus as mentioned in Note 31 to the Accountants’ Report in Appendix I to this +prospectus. +M. Miscellaneous +(1) Within the two years immediately preceding the date of this prospectus: +(i) save as disclosed in the section headed “History, Development and Corporate Structure”, +no share or loan capital of our Group has been issued or agreed to be issued or is proposed +to be fully or partly paid either for cash or a consideration other than cash; +(ii) no share or loan capital of our Group is under option or is agreed conditionally or +unconditionally to be put under option; +(iii) save as disclosed in the section headed “Underwriting,” no commissions, discounts, +brokerages or other special terms have been granted or agreed to be granted in connection +with the issue or sale of any share of our Group; and +(iv) save as disclosed in the section headed “Underwriting,” no commission has been paid or +is payable for subscription, agreeing to subscribe, procuring subscription or agreeing to +procure subscription for any share in or debentures of our Company. +(2) There are no founder, management or deferred shares or any debentures in our Group. +(3) 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. +(4) Our Company has no outstanding convertible debt securities or debentures. +(5) There is no arrangement under which future dividends are waived or agreed to be waived. +(6) Save as disclosed in the section headed “History, Development and Corporate Structure,” none +of our equity and debt securities is listed or dealt with in any other stock exchange nor is any +listing or permission to deal being or proposed to be sought. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-17 – + + +--- page 386 --- +(7) All necessary arrangements have been made to enable the H shares to be admitted into CCASS +for clearing and settlement. +(8) No company within our Group is presently listed on any stock exchange or traded on any +trading system. +O. Bilingual Prospectus +The English language and Chinese language versions of this prospectus are being published +separately, in reliance upon the exemption provided by section 4 of the Companies (Exemption of +Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong +Kong). +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-18 – + + +--- page 387 --- +1. 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: +(1) a copy of each of the material contracts referred to in “2. Further Information about Our +Business—A. Summary of Our Material Contracts” in Appendix IV to this prospectus; and +(2) the written consents referred to in “5. Other information—H. Consents of Experts” in Appendix +IV to this prospectus. +2. DOCUMENTS A V AILABLE ON DISPLAY +Copies of the following documents will be available on display on the websites of our Company at +www.senasic.com and on the website of the Stock Exchange at www.hkexnews.hk up to and including +the date which is 14 days from the date of this prospectus: +(1) the Articles of Association; +(2) the Accountants’ Report from KPMG, the text of which is set out in Appendix I to this +prospectus; +(3) the audited consolidated financial statements of our Group for the years ended December 31, +2023, 2024 and 2025; +(4) the report from KPMG relating to the unaudited pro forma financial information, the text of +which is set out in Appendix II to this prospectus; +(5) the material contracts referred to in “2. Further Information about Our Business—A. Summary +of Our Material Contracts” in Appendix IV to this prospectus; +(6) the written consents referred to in “5. Other Information—H. Consents of Experts” in Appendix +IV to this prospectus; +(7) the service contracts referred to in “3. Further Information about Our Directors—A. Particulars +of Directors’ Contracts” in Appendix IV to this prospectus; +(8) the legal opinions issued by King & Wood, our PRC Legal Advisor, in respect of certain general +corporate matters and our Group’s business operations in the PRC; +(9) the Employee Incentive Schemes; +(10) the industry report issued by Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.; +(11) the memorandum issued by DLA Piper Singapore Pte. Ltd. as to international sanction law; and +(12) a copy of the following PRC laws, together with unofficial English translations: (i) the PRC +Company Law; (ii) the PRC Securities Law; and (iii) the Trial Administrative Measures of +Overseas Securities Offering and Listing by Domestic Companies. +APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF +COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY +–V - 1– + + +--- page 388 --- +琻捷電子科技 ( 江蘇 ) 股份有限公司 +SENASIC Electronics Technology Co., Ltd. diff --git a/data/hk_ipo.sqlite b/data/hk_ipo.sqlite index 1624cfbec9c4d83e8a3f44ec399890b17510bceb..248c3d6e4fc4549ae6ce44a1406eb00b56ccddc8 100644 GIT binary patch delta 293 zcmZp8z|`=7X@WE(*F+g-My`zs%k()k8TfPg&hTk&7F3YtlWJ6877`CvWM^b&VP;`x zW@cw+XE8M}Gc+)pJh4o5a*LgbjKk5l&YsmJq7D;QNqOI1u+*Vn+86}brtyhPZkQ{w z`HY>FA>UR8zU{o$-1oRtIf~e}ZWa_+$R^Zm#l{~lu2?T$*r?vft7zJ23pCVZ^4zEi*MmA*oWKB(tdlS?x5^Ar+`6%rLp zj7)S364O%^+AJ13Qi88pd{IC-5?1DN~;74q7bNf*-m$7-LadQWd9`b z(sbhos50QKC&8;o4tnt$c(EU#^lrhg;B2I^iWlcH1M|-FKF{x+qx0m^dGhtDkbZM> zOGtm*dtYDfB;=m-RqD)&pedCiLAlDL!>#ROmMep_L0$3^C}@6JBAA8FEI zLi&_%WzRB|WiNF&D;8d)R$dKKg&KDgNNK&EWsb^>O@sF4Lsg{2(S+z0o1lREuI7tLPKJrID4JY z0Gp@<0U>E#JEY4<9Vq>p|tlCscW}#9kN1Ob| p%)X!8NM=NtCggWAl~4IlpnPvbJP`hK6k<(;0=qc5&Axr8{{*3p{jC51 diff --git a/data/snapshots/data_gaps.csv b/data/snapshots/data_gaps.csv index 316b7a4..6656dcc 100644 --- a/data/snapshots/data_gaps.csv +++ b/data/snapshots/data_gaps.csv @@ -1,4 +1,3 @@ -gap_id,ticker,stage,field_name,reason,expected_resolution_date,created_at,notes -06106_allotment_results_pending_2026_06_15,06106,T1_allotment,ipo_demand,Allotment results were expected on 2026-06-23 and were not available in this seed archive.,2026-06-23,2026-06-15T06:15:00Z,Update after the HKEXnews allotment results announcement is published. -06106_full_prospectus_classification_2026_06_15,06106,T0_prospectus,full_prospectus_local_path,The archived 2026061500011 PDF is an offering announcement/notice; the separately archived 2026061500013 PDF needs document-role verification before detailed extraction.,,2026-06-15T06:15:00Z,Keep both official files in raw archive until classification is confirmed. -06675_allotment_results_pending_2026_06_15,06675,T1_allotment,ipo_demand,Allotment results were expected on 2026-06-16 and were not available in this seed archive.,2026-06-16,2026-06-15T06:15:00Z,Update after the HKEXnews allotment results announcement is published. +gap_id,ticker,stage,field_name,reason,expected_resolution_date,created_at,notes +06106_allotment_results_pending_2026_06_15,06106,T1_allotment,ipo_demand,Allotment results were expected on 2026-06-23 and were not available in this seed archive.,2026-06-23,2026-06-15T06:15:00Z,Update after the HKEXnews allotment results announcement is published. +06675_allotment_results_pending_2026_06_15,06675,T1_allotment,ipo_demand,Allotment results were expected on 2026-06-16 and were not available in this seed archive.,2026-06-16,2026-06-15T06:15:00Z,Update after the HKEXnews allotment results announcement is published. diff --git a/data/snapshots/extracted_text_manifest.csv b/data/snapshots/extracted_text_manifest.csv new file mode 100644 index 0000000..9a89edf --- /dev/null +++ b/data/snapshots/extracted_text_manifest.csv @@ -0,0 +1,7 @@ +source_id,ticker,source_type,pdf_local_path,pdf_sha256,text_local_path,text_sha256,page_count,pages_with_text,char_count,status,notes +06106_prospectus_candidate_2026_06_15,06106,prospectus,data/raw/06106/prospectus_candidate_2026-06-15.pdf,e8b129296563e43b7834be9d59ac41926fbaeb4f088da2c908b1f04b4151967b,data/extracted_text/06106/prospectus_candidate_2026-06-15.txt,8ae30cdbedb43ea17c242e31cfab6bf937e6e5b64b534051b80a77770e4d1da3,424,424,1463866,ok, +06106_prospectus_notice_2026_06_15,06106,prospectus_notice,data/raw/06106/prospectus_notice_2026-06-15.pdf,510983deaba5614975a57c5e77d3ea83af071a24609c28cd3f89914e1649bff5,data/extracted_text/06106/prospectus_notice_2026-06-15.txt,544e10f80f60aeb5d278cf64b90b2def03aab3011fbde054686dbfaf3eb314d8,11,11,24636,ok, +06658_allotment_results_2026_06_12,06658,allotment_results,data/raw/06658/allotment_results_2026-06-12.pdf,bb305cf55cc87809ecd845ea44243c4f41fcfaa31dbf496580e2ed8fc06d54a0,data/extracted_text/06658/allotment_results_2026-06-12.txt,eca3db4f06e5f228764f15f4ffed712528a094d3254150e5fcff5d49639bf7e4,16,16,33659,ok, +06658_prospectus_2026_06_05,06658,prospectus,data/raw/06658/prospectus_2026-06-05.pdf,e928dd8082e8aaf28156a46f64c98bee308d8ae4d10a9571a4531a3f9a8f0eb1,data/extracted_text/06658/prospectus_2026-06-05.txt,ec7d3817d77fb9f5a3795fbe9dd4e7d5fc927e40c5c67ef7427bf3e9b4275c8d,418,418,1198420,ok, +06675_global_offering_announcement_2026_06_09,06675,global_offering_announcement,data/raw/06675/global_offering_announcement_2026-06-09.pdf,a6b0c03d6b7a42cab0865aa0abf6dfa2dd80e6d16e392d73ddd3cd3839f7aeff,data/extracted_text/06675/global_offering_announcement_2026-06-09.txt,dea36ebe739c7dbb50121ce2cf63698d2d5a84fa2d5593fddbf0b6cdb05f4d1d,11,11,24716,ok, +06675_prospectus_2026_06_09,06675,prospectus,data/raw/06675/prospectus_2026-06-09.pdf,0c0c634786b7e7da921dd631fa7ba696043fae4ab29cf29dcc5f9e976c53b160,data/extracted_text/06675/prospectus_2026-06-09.txt,068578388742b94dd8f40381a4e6f62a88487374aa9e856b61f71acd9fcd93c2,388,388,1356301,ok, diff --git a/data/snapshots/ipo_demand.csv b/data/snapshots/ipo_demand.csv index ebe7603..d5f20c2 100644 --- a/data/snapshots/ipo_demand.csv +++ b/data/snapshots/ipo_demand.csv @@ -1,2 +1,2 @@ -demand_id,ticker,source_id,stage_date,valid_applications,successful_applications,public_oversubscription_times,international_placees,international_oversubscription_times,final_hk_offer_shares,final_international_offer_shares,data_as_of,notes -06658_allotment_2026_06_12,06658,06658_allotment_results_2026_06_12,2026-06-12,180507,11465,6586.73,64,2.64,1146500,10317600,2026-06-15T06:15:00Z,Claw-back shown as N/A in the HKEXnews allotment results. +demand_id,ticker,source_id,stage_date,valid_applications,successful_applications,public_oversubscription_times,international_placees,international_oversubscription_times,final_hk_offer_shares,final_international_offer_shares,data_as_of,notes +06658_allotment_2026_06_12,06658,06658_allotment_results_2026_06_12,2026-06-12,180507,11465,6586.73,64,2.64,1146500,10317600,2026-06-15T06:15:00Z,Claw-back shown as N/A in the HKEXnews allotment results. diff --git a/data/snapshots/ipo_master.csv b/data/snapshots/ipo_master.csv index 9fbeee6..3b8ec11 100644 --- a/data/snapshots/ipo_master.csv +++ b/data/snapshots/ipo_master.csv @@ -1,4 +1,4 @@ -ticker,company_name_en,company_name_zh,stock_short_name,exchange,board,status,listing_date,application_start_date,application_end_date,allotment_results_expected_date,industry_label,data_as_of,notes -06106,"Shanghai Seer Intelligent Technology Co., Ltd.",上海仙工智能科技股份有限公司,,HKEX,Main Board,open_for_subscription,2026-06-24,2026-06-15,2026-06-18,2026-06-23,Industrial intelligent robots / robot controllers,2026-06-15T06:15:00Z,Seeded from HKEXnews global offering announcement; full prospectus source classification needs follow-up. -06658,"Liuliumei Co., Ltd.",溜溜梅股份有限公司,LIULIUMEI,HKEX,Main Board,listed,2026-06-15,2026-06-05,2026-06-10,2026-06-12,Snack food / preserved fruit,2026-06-15T06:15:00Z,Seeded from HKEXnews prospectus and allotment results. -06675,"SENASIC Electronics Technology Co., Ltd.",琻捷電子科技(江蘇)股份有限公司,,HKEX,Main Board,pending_listing,2026-06-17,2026-06-09,2026-06-12,2026-06-16,Automotive wireless sensing SoC / semiconductors,2026-06-15T06:15:00Z,Seeded from HKEXnews prospectus and global offering announcement; allotment results not yet archived. +ticker,company_name_en,company_name_zh,stock_short_name,exchange,board,status,listing_date,application_start_date,application_end_date,allotment_results_expected_date,industry_label,data_as_of,notes +06106,"Shanghai Seer Intelligent Technology Co., Ltd.",上海仙工智能科技股份有限公司,,HKEX,Main Board,open_for_subscription,2026-06-24,2026-06-15,2026-06-18,2026-06-23,Industrial intelligent robots / robot controllers,2026-06-15T06:15:00Z,Seeded from HKEXnews global offering announcement; full prospectus source classification needs follow-up. +06658,"Liuliumei Co., Ltd.",溜溜梅股份有限公司,LIULIUMEI,HKEX,Main Board,listed,2026-06-15,2026-06-05,2026-06-10,2026-06-12,Snack food / preserved fruit,2026-06-15T06:15:00Z,Seeded from HKEXnews prospectus and allotment results. +06675,"SENASIC Electronics Technology Co., Ltd.",琻捷電子科技(江蘇)股份有限公司,,HKEX,Main Board,pending_listing,2026-06-17,2026-06-09,2026-06-12,2026-06-16,Automotive wireless sensing SoC / semiconductors,2026-06-15T06:15:00Z,Seeded from HKEXnews prospectus and global offering announcement; allotment results not yet archived. diff --git a/data/snapshots/offering_terms.csv b/data/snapshots/offering_terms.csv index 30f7964..465ceeb 100644 --- a/data/snapshots/offering_terms.csv +++ b/data/snapshots/offering_terms.csv @@ -1,4 +1,4 @@ -ticker,source_id,prospectus_date,offer_price_hkd,board_lot,min_subscription_amount_hkd,global_offer_shares,hk_offer_shares_initial,international_offer_shares_initial,public_offer_pct_initial,over_allotment_offer_shares,offer_size_adjustment_offer_shares,market_cap_hkd_m,gross_proceeds_hkd_m,net_proceeds_hkd_m,issued_shares_upon_listing,data_as_of -06106,06106_prospectus_notice_2026_06_15,2026-06-15,101.6,50,5131.24,10497300,524900,9972400,0.05,1574550,1574550,,,,,2026-06-15T06:15:00Z -06658,06658_prospectus_2026_06_05,2026-06-05,43.58,100,4401.96,11464100,1146500,10317600,0.1,,,3434.59,499.6,440.1,78811208,2026-06-15T06:15:00Z -06675,06675_global_offering_announcement_2026_06_09,2026-06-09,18.36,200,3709.04,53407000,5340800,48066200,0.1,8011000,,6959.2,,906.7,379041820,2026-06-15T06:15:00Z +ticker,source_id,prospectus_date,offer_price_hkd,board_lot,min_subscription_amount_hkd,global_offer_shares,hk_offer_shares_initial,international_offer_shares_initial,public_offer_pct_initial,over_allotment_offer_shares,offer_size_adjustment_offer_shares,market_cap_hkd_m,gross_proceeds_hkd_m,net_proceeds_hkd_m,issued_shares_upon_listing,data_as_of +06106,06106_prospectus_candidate_2026_06_15,2026-06-15,101.6,50,5131.24,10497300,524900,9972400,0.05,1574550,1574550,11226.52568,1066.52568,995.4,110497300,2026-06-15T06:15:00Z +06658,06658_prospectus_2026_06_05,2026-06-05,43.58,100,4401.96,11464100,1146500,10317600,0.1,,,3434.59,499.6,440.1,78811208,2026-06-15T06:15:00Z +06675,06675_global_offering_announcement_2026_06_09,2026-06-09,18.36,200,3709.04,53407000,5340800,48066200,0.1,8011000,,6959.2,,906.7,379041820,2026-06-15T06:15:00Z diff --git a/data/snapshots/source_refs.csv b/data/snapshots/source_refs.csv index 1f158f7..7f34746 100644 --- a/data/snapshots/source_refs.csv +++ b/data/snapshots/source_refs.csv @@ -1,7 +1,7 @@ -source_id,ticker,source_type,title,path_base,local_path,url,file_sha256,source_date,archived_at,notes -06106_prospectus_candidate_2026_06_15,06106,prospectus_candidate_pending_verification,"Shanghai Seer Intelligent Technology Co., Ltd. Prospectus Candidate",repo_root,data/raw/06106/prospectus_candidate_2026-06-15.pdf,https://www1.hkexnews.hk/listedco/listconews/sehk/2026/0615/2026061500013.pdf,e8b129296563e43b7834be9d59ac41926fbaeb4f088da2c908b1f04b4151967b,2026-06-15,2026-06-15T06:15:00Z,Downloaded from HKEXnews; document role should be verified before using for detailed fact extraction. -06106_prospectus_notice_2026_06_15,06106,prospectus_notice,"Shanghai Seer Intelligent Technology Co., Ltd. Prospectus Notice",repo_root,data/raw/06106/prospectus_notice_2026-06-15.pdf,https://www1.hkexnews.hk/listedco/listconews/sehk/2026/0615/2026061500011.pdf,510983deaba5614975a57c5e77d3ea83af071a24609c28cd3f89914e1649bff5,2026-06-15,2026-06-15T06:15:00Z,HKEXnews announcement containing global offering terms and timetable. -06658_allotment_results_2026_06_12,06658,allotment_results,"Liuliumei Co., Ltd. Announcement of Allotment Results",repo_root,data/raw/06658/allotment_results_2026-06-12.pdf,https://www1.hkexnews.hk/listedco/listconews/sehk/2026/0612/2026061202100.pdf,bb305cf55cc87809ecd845ea44243c4f41fcfaa31dbf496580e2ed8fc06d54a0,2026-06-12,2026-06-15T06:15:00Z,HKEXnews allotment results. -06658_prospectus_2026_06_05,06658,prospectus,"Liuliumei Co., Ltd. Prospectus",repo_root,data/raw/06658/prospectus_2026-06-05.pdf,https://www1.hkexnews.hk/listedco/listconews/sehk/2026/0605/2026060500023.pdf,e928dd8082e8aaf28156a46f64c98bee308d8ae4d10a9571a4531a3f9a8f0eb1,2026-06-05,2026-06-15T06:15:00Z,HKEXnews prospectus. -06675_global_offering_announcement_2026_06_09,06675,global_offering_announcement,"SENASIC Electronics Technology Co., Ltd. Global Offering Announcement",repo_root,data/raw/06675/global_offering_announcement_2026-06-09.pdf,https://www.hkexnews.hk/listedco/listconews/sehk/2026/0609/2026060900009.pdf,a6b0c03d6b7a42cab0865aa0abf6dfa2dd80e6d16e392d73ddd3cd3839f7aeff,2026-06-09,2026-06-15T06:15:00Z,HKEXnews global offering announcement. -06675_prospectus_2026_06_09,06675,prospectus,"SENASIC Electronics Technology Co., Ltd. Prospectus",repo_root,data/raw/06675/prospectus_2026-06-09.pdf,https://www.hkexnews.hk/listedco/listconews/sehk/2026/0609/2026060900029.pdf,0c0c634786b7e7da921dd631fa7ba696043fae4ab29cf29dcc5f9e976c53b160,2026-06-09,2026-06-15T06:15:00Z,HKEXnews prospectus. +source_id,ticker,source_type,title,path_base,local_path,url,file_sha256,source_date,archived_at,notes +06106_prospectus_candidate_2026_06_15,06106,prospectus,"Shanghai Seer Intelligent Technology Co., Ltd. Prospectus",repo_root,data/raw/06106/prospectus_candidate_2026-06-15.pdf,https://www1.hkexnews.hk/listedco/listconews/sehk/2026/0615/2026061500013.pdf,e8b129296563e43b7834be9d59ac41926fbaeb4f088da2c908b1f04b4151967b,2026-06-15,2026-06-15T06:15:00Z,HKEXnews prospectus; verified by text extraction as a 424-page GLOBAL OFFERING document. +06106_prospectus_notice_2026_06_15,06106,prospectus_notice,"Shanghai Seer Intelligent Technology Co., Ltd. Prospectus Notice",repo_root,data/raw/06106/prospectus_notice_2026-06-15.pdf,https://www1.hkexnews.hk/listedco/listconews/sehk/2026/0615/2026061500011.pdf,510983deaba5614975a57c5e77d3ea83af071a24609c28cd3f89914e1649bff5,2026-06-15,2026-06-15T06:15:00Z,HKEXnews announcement containing global offering terms and timetable. +06658_allotment_results_2026_06_12,06658,allotment_results,"Liuliumei Co., Ltd. Announcement of Allotment Results",repo_root,data/raw/06658/allotment_results_2026-06-12.pdf,https://www1.hkexnews.hk/listedco/listconews/sehk/2026/0612/2026061202100.pdf,bb305cf55cc87809ecd845ea44243c4f41fcfaa31dbf496580e2ed8fc06d54a0,2026-06-12,2026-06-15T06:15:00Z,HKEXnews allotment results. +06658_prospectus_2026_06_05,06658,prospectus,"Liuliumei Co., Ltd. Prospectus",repo_root,data/raw/06658/prospectus_2026-06-05.pdf,https://www1.hkexnews.hk/listedco/listconews/sehk/2026/0605/2026060500023.pdf,e928dd8082e8aaf28156a46f64c98bee308d8ae4d10a9571a4531a3f9a8f0eb1,2026-06-05,2026-06-15T06:15:00Z,HKEXnews prospectus. +06675_global_offering_announcement_2026_06_09,06675,global_offering_announcement,"SENASIC Electronics Technology Co., Ltd. Global Offering Announcement",repo_root,data/raw/06675/global_offering_announcement_2026-06-09.pdf,https://www.hkexnews.hk/listedco/listconews/sehk/2026/0609/2026060900009.pdf,a6b0c03d6b7a42cab0865aa0abf6dfa2dd80e6d16e392d73ddd3cd3839f7aeff,2026-06-09,2026-06-15T06:15:00Z,HKEXnews global offering announcement. +06675_prospectus_2026_06_09,06675,prospectus,"SENASIC Electronics Technology Co., Ltd. Prospectus",repo_root,data/raw/06675/prospectus_2026-06-09.pdf,https://www.hkexnews.hk/listedco/listconews/sehk/2026/0609/2026060900029.pdf,0c0c634786b7e7da921dd631fa7ba696043fae4ab29cf29dcc5f9e976c53b160,2026-06-09,2026-06-15T06:15:00Z,HKEXnews prospectus. diff --git a/requirements.txt b/requirements.txt new file mode 100644 index 0000000..a9e128a --- /dev/null +++ b/requirements.txt @@ -0,0 +1 @@ +pypdf>=6.1,<7 diff --git a/scripts/bootstrap_historical_data.py b/scripts/bootstrap_historical_data.py index 0a6e023..b49c8e7 100644 --- a/scripts/bootstrap_historical_data.py +++ b/scripts/bootstrap_historical_data.py @@ -13,6 +13,9 @@ ARCHIVE_AS_OF = "2026-06-15T06:15:00Z" DB_PATH = Path("data/hk_ipo.sqlite") SCHEMA_PATH = Path("schema/hk_ipo.schema.sql") SNAPSHOT_DIR = Path("data/snapshots") +STALE_GAP_IDS = [ + "06106_full_prospectus_classification_2026_06_15", +] IPO_MASTER = [ @@ -102,7 +105,7 @@ OFFERING_TERMS = [ }, { "ticker": "06106", - "source_id": "06106_prospectus_notice_2026_06_15", + "source_id": "06106_prospectus_candidate_2026_06_15", "prospectus_date": "2026-06-15", "offer_price_hkd": 101.60, "board_lot": 50, @@ -113,10 +116,10 @@ OFFERING_TERMS = [ "public_offer_pct_initial": 0.05, "over_allotment_offer_shares": 1574550, "offer_size_adjustment_offer_shares": 1574550, - "market_cap_hkd_m": None, - "gross_proceeds_hkd_m": None, - "net_proceeds_hkd_m": None, - "issued_shares_upon_listing": None, + "market_cap_hkd_m": 11226.52568, + "gross_proceeds_hkd_m": 1066.52568, + "net_proceeds_hkd_m": 995.4, + "issued_shares_upon_listing": 110497300, "data_as_of": ARCHIVE_AS_OF, }, ] @@ -195,12 +198,12 @@ SOURCES = [ { "source_id": "06106_prospectus_candidate_2026_06_15", "ticker": "06106", - "source_type": "prospectus_candidate_pending_verification", - "title": "Shanghai Seer Intelligent Technology Co., Ltd. Prospectus Candidate", + "source_type": "prospectus", + "title": "Shanghai Seer Intelligent Technology Co., Ltd. Prospectus", "local_path": "data/raw/06106/prospectus_candidate_2026-06-15.pdf", "url": "https://www1.hkexnews.hk/listedco/listconews/sehk/2026/0615/2026061500013.pdf", "source_date": "2026-06-15", - "notes": "Downloaded from HKEXnews; document role should be verified before using for detailed fact extraction.", + "notes": "HKEXnews prospectus; verified by text extraction as a 424-page GLOBAL OFFERING document.", }, ] @@ -226,16 +229,6 @@ DATA_GAPS = [ "created_at": ARCHIVE_AS_OF, "notes": "Update after the HKEXnews allotment results announcement is published.", }, - { - "gap_id": "06106_full_prospectus_classification_2026_06_15", - "ticker": "06106", - "stage": "T0_prospectus", - "field_name": "full_prospectus_local_path", - "reason": "The archived 2026061500011 PDF is an offering announcement/notice; the separately archived 2026061500013 PDF needs document-role verification before detailed extraction.", - "expected_resolution_date": None, - "created_at": ARCHIVE_AS_OF, - "notes": "Keep both official files in raw archive until classification is confirmed.", - }, ] @@ -278,7 +271,7 @@ def export_snapshot(conn: sqlite3.Connection, table: str) -> None: cursor = conn.execute(f"SELECT * FROM {table} ORDER BY 1") columns = [description[0] for description in cursor.description] with (SNAPSHOT_DIR / f"{table}.csv").open("w", newline="", encoding="utf-8") as handle: - writer = csv.writer(handle) + writer = csv.writer(handle, lineterminator="\n") writer.writerow(columns) writer.writerows(cursor.fetchall()) @@ -287,6 +280,7 @@ def main() -> None: DB_PATH.parent.mkdir(parents=True, exist_ok=True) with sqlite3.connect(DB_PATH) as conn: conn.executescript(SCHEMA_PATH.read_text(encoding="utf-8")) + conn.executemany("DELETE FROM data_gaps WHERE gap_id = ?", [(gap_id,) for gap_id in STALE_GAP_IDS]) upsert_rows(conn, "ipo_master", IPO_MASTER) upsert_rows(conn, "offering_terms", OFFERING_TERMS) upsert_rows(conn, "ipo_demand", IPO_DEMAND) diff --git a/scripts/extract_pdf_text.py b/scripts/extract_pdf_text.py new file mode 100644 index 0000000..7c4110d --- /dev/null +++ b/scripts/extract_pdf_text.py @@ -0,0 +1,216 @@ +#!/usr/bin/env python3 +"""Extract text from archived IPO PDFs into repo-relative derived text files.""" + +from __future__ import annotations + +import argparse +import csv +import hashlib +import json +import sqlite3 +import sys +from dataclasses import dataclass +from pathlib import Path + + +DEFAULT_DB_PATH = Path("data/hk_ipo.sqlite") +DEFAULT_OUTPUT_ROOT = Path("data/extracted_text") +DEFAULT_MANIFEST = Path("data/snapshots/extracted_text_manifest.csv") + + +@dataclass(frozen=True) +class SourceDocument: + source_id: str + ticker: str + source_type: str + local_path: str + file_sha256: str | None + + +def repo_root() -> Path: + return Path.cwd() + + +def require_repo_relative(relative_path: str) -> Path: + path = Path(relative_path) + if path.is_absolute() or relative_path.startswith("./") or "\\" in relative_path: + raise ValueError(f"Path must be repo-relative POSIX style: {relative_path}") + full_path = repo_root() / path + if not full_path.exists(): + raise FileNotFoundError(relative_path) + return full_path + + +def sha256_file(path: Path) -> str: + digest = hashlib.sha256() + with path.open("rb") as handle: + for chunk in iter(lambda: handle.read(1024 * 1024), b""): + digest.update(chunk) + return digest.hexdigest() + + +def load_sources(db_path: Path, requested_sources: list[str]) -> list[SourceDocument]: + with sqlite3.connect(db_path) as conn: + conn.row_factory = sqlite3.Row + if requested_sources: + placeholders = ", ".join("?" for _ in requested_sources) + rows = conn.execute( + f""" + SELECT source_id, ticker, source_type, local_path, file_sha256 + FROM source_refs + WHERE source_id IN ({placeholders}) + ORDER BY ticker, source_id + """, + requested_sources, + ).fetchall() + else: + rows = conn.execute( + """ + SELECT source_id, ticker, source_type, local_path, file_sha256 + FROM source_refs + WHERE local_path LIKE '%.pdf' + ORDER BY ticker, source_id + """ + ).fetchall() + return [SourceDocument(**dict(row)) for row in rows] + + +def import_pypdf(): + try: + from pypdf import PdfReader + except ModuleNotFoundError as exc: + raise SystemExit( + "Missing dependency: pypdf. Install with `python3 -m pip install -r requirements.txt`." + ) from exc + return PdfReader + + +def extract_text(pdf_path: Path) -> tuple[str, int, int]: + PdfReader = import_pypdf() + reader = PdfReader(str(pdf_path)) + chunks: list[str] = [] + pages_with_text = 0 + for index, page in enumerate(reader.pages, start=1): + text = page.extract_text() or "" + if text.strip(): + pages_with_text += 1 + cleaned_text = "\n".join(line.rstrip() for line in text.strip().splitlines()) + chunks.append(f"\n\n--- page {index} ---\n{cleaned_text}\n") + return "".join(chunks).strip() + "\n", len(reader.pages), pages_with_text + + +def text_output_path(output_root: Path, source: SourceDocument) -> Path: + pdf_stem = Path(source.local_path).stem + return output_root / source.ticker / f"{pdf_stem}.txt" + + +def write_manifest(rows: list[dict[str, object]], manifest_path: Path) -> None: + manifest_path.parent.mkdir(parents=True, exist_ok=True) + fieldnames = [ + "source_id", + "ticker", + "source_type", + "pdf_local_path", + "pdf_sha256", + "text_local_path", + "text_sha256", + "page_count", + "pages_with_text", + "char_count", + "status", + "notes", + ] + with manifest_path.open("w", newline="", encoding="utf-8") as handle: + writer = csv.DictWriter(handle, fieldnames=fieldnames, lineterminator="\n") + writer.writeheader() + writer.writerows(rows) + + +def main() -> int: + parser = argparse.ArgumentParser(description=__doc__) + parser.add_argument("--db", default=str(DEFAULT_DB_PATH), help="Repo-relative SQLite database path.") + parser.add_argument( + "--output-root", + default=str(DEFAULT_OUTPUT_ROOT), + help="Repo-relative output directory for extracted text.", + ) + parser.add_argument( + "--manifest", + default=str(DEFAULT_MANIFEST), + help="Repo-relative CSV manifest path.", + ) + parser.add_argument( + "--source-id", + action="append", + default=[], + help="Specific source_id to extract. May be passed multiple times. Defaults to all PDF source_refs.", + ) + parser.add_argument("--json", action="store_true", help="Print a JSON summary.") + args = parser.parse_args() + + db_path = require_repo_relative(args.db) + output_root = Path(args.output_root) + if output_root.is_absolute() or args.output_root.startswith("./") or "\\" in args.output_root: + raise ValueError(f"Output root must be repo-relative POSIX style: {args.output_root}") + manifest_path = Path(args.manifest) + if manifest_path.is_absolute() or args.manifest.startswith("./") or "\\" in args.manifest: + raise ValueError(f"Manifest path must be repo-relative POSIX style: {args.manifest}") + + rows: list[dict[str, object]] = [] + for source in load_sources(db_path, args.source_id): + pdf_path = require_repo_relative(source.local_path) + actual_pdf_hash = sha256_file(pdf_path) + if source.file_sha256 and source.file_sha256 != actual_pdf_hash: + raise ValueError(f"PDF hash mismatch for {source.source_id}") + + output_path = text_output_path(output_root, source) + output_path.parent.mkdir(parents=True, exist_ok=True) + try: + text, page_count, pages_with_text = extract_text(pdf_path) + output_path.write_text(text, encoding="utf-8") + text_hash = sha256_file(output_path) + char_count = len(text) + status = "ok" if pages_with_text else "no_text_extracted" + notes = "" + except Exception as exc: + output_path.write_text("", encoding="utf-8") + text_hash = sha256_file(output_path) + page_count = 0 + pages_with_text = 0 + char_count = 0 + status = "error" + notes = f"{type(exc).__name__}: {exc}" + + rows.append( + { + "source_id": source.source_id, + "ticker": source.ticker, + "source_type": source.source_type, + "pdf_local_path": source.local_path, + "pdf_sha256": actual_pdf_hash, + "text_local_path": output_path.as_posix(), + "text_sha256": text_hash, + "page_count": page_count, + "pages_with_text": pages_with_text, + "char_count": char_count, + "status": status, + "notes": notes, + } + ) + + write_manifest(rows, manifest_path) + if args.json: + print(json.dumps(rows, ensure_ascii=False, indent=2)) + else: + print(f"extracted {len(rows)} PDF source(s); manifest: {manifest_path.as_posix()}") + for row in rows: + print( + f"{row['source_id']}: {row['status']} " + f"pages={row['pages_with_text']}/{row['page_count']} " + f"chars={row['char_count']}" + ) + return 0 + + +if __name__ == "__main__": + raise SystemExit(main())