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Joint Sponsors, Sponsor-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
GLOBAL
OFFERING
(A joint stock company incorporated in the People’s Republic of China with limited liability)
Stock Code: 0470
無錫先導智能裝備股份有限公司
Wuxi Lead Intelligent Equipment Co., Ltd.
無錫先導智能裝備股份有限公司
Wuxi Lead Intelligent Equipment Co., Ltd.
(in alphabetical order)
無錫先導智能裝備股份有限公司
WUXI LEAD INTELLIGENT EQUIPMENT CO., LTD.


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IMPORTANT : If you are in any doubt about any of the contents of this prospectus, you should obtain professional independent advice.
WUXI LEAD INTELLIGENT EQUIPMENT CO., LTD.
ʮ̡
(A joint stock company incorporated in the People’ s Republic of China with limited liability)
Global Offering
Number of Offer Shares under the
Global Offering
: 93,616,000 H Shares (subject to the
Offer Size Adjustment Option and the
Over-allotment Option)
Number of Hong Kong Offer Shares : 9,361,600 H Shares (subject to
reallocation)
Number of International Offer Shares : 84,254,400 H Shares (subject to
reallocation, the Offer Size Adjustment
Option and the Over-allotment
Option)
Maximum Offer Price : HK$45.80 per H 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%
(payable in full on application in Hong
Kong dollars
and subject to refund)
Nominal value : RMB1.00 per H Share
Stock code : 0470
Joint Sponsors, Sponsor-Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
(in alphabetical order)
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the contents of this
prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arisin g from or in reliance upon the whole or any part
of the contents of this prospectus.
A copy of this prospectus, having attached thereto the documents specified in “Appendix VII — Documents Delivered to the Registrar of Companies and Av ailable on Display” in 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) O rdinance (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 o f this prospectus or any other documents
referred to above.
The Offer Price is expected to be determined by agreement between the Overall Coordinators (on behalf of the Underwriters) and our Company on the Price Determination Date. The Price
Determination Date is expected to be on or before Monday, February 9, 2026 (Hong Kong time) and, in any event, not later than 12:00 noon Monday, February 9, 2026 (Hong Kong time). The Offer
Price will not be more than HK$45.80 per Offer Share unless otherwise announced. If, for any reason, the Offer Price is not agreed by 12:00 noon Monday, F ebruary 9, 2026 (Hong Kong time) between
the Overall Coordinators (on behalf of the Underwriters) and our Company, the Global Offering will not proceed and will lapse.
The Overall Coordinators, on behalf of the Underwriters, may, where considered appropriate and with the consent of our Company, reduce the number of H ong Kong Offer Shares at any time prior
to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such case, notices of the reduction in the number of Hong K ong Offer Shares will be published on
the website of our Company at www.leadintelligent.com and on the website of the Hong Kong 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 last day for lodging applications under the Hong Kong Public Offering. For further details , see “Structure of the Global Offering” and
“How to Apply for Hong Kong Offer Shares” in this prospectus.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Overall Coordinators (on b ehalf of the Underwriters) if certain events
occur prior to 8:00 a.m. on the Listing Date. For details, see “Underwriting” in this prospectus.
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 off ered, sold, pledged or otherwise
transferred within the United States, except pursuant to an available exemption from, or in a transaction not subject to, the registration requireme nts of the U.S. Securities Act and in
accordance with any applicable state securities laws in the United States. The Offer Shares may only be offered and sold (a) in the United States to QIBs in reliance on Rule 144A or another
available exemption from registration requirements under the U.S. Securities Act, and (b) outside the United States in offshore transactions in rel iance on Regulation S. No public offering
of the Offer Shares will be made in the United States.
IMPORTANT
February 3, 2026


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IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong
Public Offering. We will not provide printed copies of this prospectus to the public
in relation to the Hong Kong Public Offering.
This prospectus is available at the website of the Hong Kong Stock Exchange
at www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing
Information ” section, and our website at https://www.leadintelligent.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 through the White Form eIPO service at www.eipo.com.hk ;o r
(2) apply electronically through the HKSCC EIPO channel and cause HKSCC
Nominees to apply on your behalf by instructing your broker or custodian
who is a HKSCC Participant to give electronic application instructions via
HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your
behalf.
We will not provide any physical channels to accept any application for the Hong
Kong Offer Shares by the public. The contents of the electronic version of this
prospectus are identical to the printed prospectus as registered with the Registrar of
Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
If you are an intermediary , broker or agent , please remind your customers, clients
or principals, as applicable, that this prospectus is available online at the website
addresses above.
Please refer to the section headed “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
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Y our application through the White Form eIPO service or the HKSCC EIPO
channel must be for a minimum of 100 Hong Kong Offer Shares and in one of the
numbers set out in the table.
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 Hong Kong Offer Shares you have
selected. Y ou must pay the respective amount payable on application in full upon
application for Hong Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, your broker or custodian
may require you to pre-fund your application in such amount as determined by the
broker or custodian , based on the applicable laws and regulations in Hong Kong. Y ou
are responsible for complying with any such pre-funding requirement imposed by your
broker or custodian with respect to the Hong Kong Offer Shares you applied for.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
100 4,626.19 3,000 138,785.68 50,000 2,313,094.66 400,000 18,504,757.20
200 9,252.38 4,000 185,047.57 60,000 2,775,713.58 450,000 20,817,851.86
300 13,878.57 5,000 231,309.46 70,000 3,238,332.51 500,000 23,130,946.50
400 18,504.76 6,000 277,571.36 80,000 3,700,951.45 1,000,000 46,261,893.00
500 23,130.94 7,000 323,833.25 90,000 4,163,570.36 1,500,000 69,392,839.50
600 27,757.13 8,000 370,095.14 100,000 4,626,189.30 2,000,000 92,523,786.00
700 32,383.33 9,000 416,357.04 150,000 6,939,283.96 2,500,000 115,654,732.50
800 37,009.51 10,000 462,618.94 200,000 9,252,378.60 3,000,000 138,785,679.00
900 41,635.70 20,000 925,237.85 250,000 11,565,473.26 3,500,000 161,916,625.50
1,000 46,261.90 30,000 1,387,856.79 300,000 13,878,567.90 4,000,000 185,047,572.00
2,000 92,523.79 40,000 1,850,475.72 350,000 16,191,662.56 4,680,800
(1) 216,542,668.76
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 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) and the SFC transaction levy, the Hong Kong
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
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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 Hong Kong Stock
Exchange at www.hkexnews.hk and our website at https://www.leadintelligent.com .
Hong Kong Public Offering commences ...................... 9:00 a.m. on Tuesday,
February 3, 2026
Latest time to complete applications under the
White Form eIPO service through the designated
website at www.eipo.com.hk (2) ............................ 1 1:30 a.m. on Friday,
February 6, 2026
Application lists open (3) ................................... 1 1:45 a.m. on Friday,
February 6, 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) give electronic application
instructions to HKSCC
(4) ............................... .12:00 noon on Friday,
February 6, 2026
If you are instructing your broker or custodian who is a HKSCC Participant to give
electronic application instructions on your behalf through HKSCC’s FINI system in
accordance with your instruction, you are advised to contact your broker or custodian for the
earliest and latest time for giving such instructions, as this may vary by broker or custodian.
Application lists close
(3) .................................. .12:00 noon on Friday,
February 6, 2026
Expected Price Determination Date (5) ....................b y 12:00 noon on Monday,
February 9, 2026
Announcement of:
 the final Offer Price;
 the level of applications of the Hong Kong Public Offering;
 the level of indications of interest in the International Offering; and
EXPECTED TIMETABLE
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 the basis of allocation of the Hong Kong Offer Shares
to be published on the website of the Hong Kong
Stock Exchange at www.hkexnews.hk and
our website at https://www.leadintelligent.com (6) .......a to r before 11:00 p.m. on
Tuesday, February 10, 2026
The results of allocations in the Hong Kong Public Offering (with successful applicants’
identification document numbers, where appropriate) 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
https://www.leadintelligent.com (6) respectively ......... a to r before 11:00 p.m. on
Tuesday, February 10, 2026
 on the designated results of allocation website at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment) with a
“search by ID” function ......................... .from 11:00 p.m. on Tuesday,
February 10, 2026 to 12:00
midnight on Monday,
February 16, 2026
 from the allocation results telephone enquiry
line by at +852 2862 8555
between 9:00 a.m. and 6:00 p.m. ..............o nW ednesday, February 11, 2026,
Thursday, February 12, 2026,
Friday, February 13, 2026
and Monday, February 16, 2026
Despatch of H Share certificates in respect of wholly or
partially successful applications, or deposit of H Share
certificate into CCASS, on or before
(7) .................. T uesday, February 10, 2026
Despatch of White Form e-Refund payment instructions
and refund cheques in respect of wholly or partially
successful applications on or before
(8) ................. W ednesday, February 11, 2026
Dealings in our H Shares on the Hong Kong Stock
Exchange expected to commence at ..................... .9:00 a.m. on Wednesday,
February 11, 2026
EXPECTED TIMETABLE
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Notes:
(1) All dates and times refer to Hong Kong local time and dates unless otherwise stated.
(2) Y ou 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 website 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 a “black” rainstorm warning, a tropical cyclone warning signal number 8 or above and/or Extreme
Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Friday, February 6, 2026
the application lists will not open or close on that day. See the section headed “How to Apply for the Hong
Kong Offer Shares — Severe Weather Arrangements” for further details.
(4) Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to HKSCC
via HKSCC’s FINI system should refer to “ How to Apply for Hong Kong Offer Shares — A. Application
for Hong Kong Offer Shares — 2. Application Channels ” for details.
(5) The Price Determination Date is expected to be on or before Monday, February 9, 2026 (Hong Kong time) and,
in any event, not later than 12:00 noon on Monday, February 9, 2026 (Hong Kong time). If, for any reason,
the Offer Price is not agreed by 12:00 noon on Monday, February 9, 2026 (Hong Kong time), the Global
Offering will not proceed and will lapse.
(6) None of the websites or any of the information contained on the websites forms part of this prospectus.
(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 on or before Wednesday, February 11, 2026 provided that the Global Offering has become
unconditional in all respects. Investors who trade our H Shares on the basis of publicly available 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.
(8) Applicants being individuals who are eligible for personal collection may not authorize any other person to
collect on their behalf. If you are a corporate applicant which is eligible for personal collection, your
authorized representative must bear a letter of authorization from your corporation stamped with your
corporation’s chop. Both individuals and authorized representatives must produce evidence of identity
acceptable to our H Share Registrar at the time of collection.
Any uncollected H Share certificates and/or refund checks will be dispatched by ordinary post, at the
applicants’ risk, to the addresses specified in the relevant applications.
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 partially unsuccessful applications and in respect
of wholly or partially successful applications pursuant to the Hong Kong Public Offering if the final Offer
Price is less than the maximum Offer Price payable per Offer Share on application. Part of the applicant’s 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 cheques. Inaccurate 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 their applications monies through
single bank accounts may have refund monies (if any) dispatched to the bank account in the form of White
Form e-Refund payment instructions. Applicants who have applied through 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 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.
EXPECTED TIMETABLE
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For applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel, H Share
certificate(s) will be issued in the name of HKSCC Nominees, deposited into CCASS and credited to their
designated HKSCC Participant’s stock account.
For applicants who have applied through HKSCC EIPO channel, their broker or custodian will arrange refund
to their designated bank account subject to the arrangement between them and their broker or custodian.
Further information is set out in the sections headed “How to Apply for Hong Kong Offer Shares —
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 the Hong Kong Offer Shares” for details relating to the structure of the Global
Offering and the conditions and procedures for application for the Hong Kong Offer
Shares.
EXPECTED TIMETABLE
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IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This prospectus is issued by us solely in connection with the Hong Kong Public
Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the Hong Kong Offer Shares offered
by this prospectus pursuant to the Hong Kong Public Offering. This prospectus may not
be used for the purpose of making, and does not constitute, an offer or invitation in any
other jurisdiction or in any other circumstances. No action has been taken to permit a
public offering of the Hong Kong Offer Shares in any jurisdiction other than Hong Kong
and no action has been taken to permit the distribution of this prospectus in any
jurisdiction other than Hong Kong. The distribution of this prospectus for purposes of a
public offering and the offering and sale of the Hong Kong Offer Shares in other
jurisdictions are subject to restrictions and may not be made except as permitted under
the applicable securities laws of such jurisdictions pursuant to registration with or
authorization by the relevant securities regulatory authorities or an exemption therefrom.
You should rely only on the information contained in this prospectus to make your
investment decision. The Hong Kong Public Offering is made solely on the basis of the
information contained and the representations made in this prospectus. We have not
authorized anyone to provide you with information that is different from what is
contained in this prospectus. Any information or representation not contained nor made
in this prospectus must not be relied on by you as having been authorized by us, any of
the Joint Sponsors, the Sponsor-Overall Coordinators, 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, officers,
employees, agents, or representatives of any of them or any other parties involved in the
Global Offering.
Page
Important .......................................................... i i
Expected Timetable .................................................. i v
Contents .......................................................... viii
Summary .......................................................... 1
Definitions ......................................................... 2 6
Glossary of Technical Terms ........................................... 3 9
Forward-Looking Statements ........................................... 4 3
CONTENTS
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Risk Factors ........................................................ 4 4
Waivers and Exemption ............................................... 9 0
Information about this Prospectus and the Global Offering .................... 1 0 0
Directors and Parties Involved in the Global Offering ........................ 1 0 4
Corporate Information ................................................ 1 0 8
Industry Overview ................................................... 1 1 0
Regulatory Overview ................................................. 1 3 6
History and Corporate Structure ......................................... 1 5 3
Business .......................................................... 1 6 1
Directors and Senior Management ....................................... 2 4 2
Relationship with our Controlling Shareholders ............................. 2 5 4
Connected Transactions ............................................... 2 5 9
Substantial Shareholders .............................................. 2 6 9
Share Capital ....................................................... 2 7 1
Financial Information ................................................. 2 7 5
Cornerstone Investors ................................................ 3 4 0
Future Plans and Use of Proceeds ....................................... 3 4 9
Underwriting ....................................................... 3 5 3
Structure of the Global Offering ........................................ 3 6 7
How to Apply for Hong Kong Offer Shares ................................ 3 8 0
Appendix I Accountants’ Report ............................... I - 1
Appendix II Unaudited Pro Forma Financial Information .............. II-1
Appendix IIA Profit Estimate .................................... IIA-1
CONTENTS
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Appendix III Taxation and Foreign Exchange ....................... III-1
Appendix IV Summary of Principal Legal and Regulatory Provisions ..... I V - 1
Appendix V Summary of the Articles of Association ................. V - 1
Appendix VI Statutory and General Information ..................... VI-1
Appendix VII Documents Delivered to the Registrar of Companies and
Available on Display ............................. VII-1
CONTENTS
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This summary aims to give you an overview of the information contained in this
prospectus. As this is a summary, it does not contain all the information that may be
important to you. 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 the section headed “Risk Factors.” You should
read that section carefully before you decide to invest in the Offer Shares.
OVERVIEW
We are an intelligent equipment enterprise offering intelligent equipment and solutions to
a range of emerging industries. Our manufacturing equipment and solutions are deployed
across diverse applications including the manufacturing of lithium-ion batteries, photovoltaic
(PV) batteries and computer, communication and consumer electronics (3C), intelligent
logistics, hydrogen and fuel cell production, automotive production and laser precision
processing. Our intelligent equipment embedded with our industrial control software can
streamline multiple manufacturing processes, assisting our customer in transforming towards
highly-automated and unmanned factories to further reduce their labor cost, improve their
manufacturing efficiency and advance their green initiative. For instance, through in-depth
integration with data-driven algorithms, digital twin simulations and dynamic scheduling
optimization software, we developed unmanned intelligent logistics equipment that empowers
our customers’ intelligent manufacturing initiatives and facilitates the construction of
“unmanned factories” and “smart factories.”
We maintain extensive partnerships with leading customers across these sectors and have
established a strong market position in the new energy sector. According to Frost & Sullivan,
in 2024, the global new energy intelligent equipment market accounted for approximately 15%
of the global intelligent equipment market in terms of revenue. In the same year, we were the
world’s second-largest provider of new energy intelligent equipment by revenue, with a market
share of 2.9%. According to Frost & Sullivan, the global lithium-ion battery intelligent
equipment accounted for approximately 13.5% of the global new energy intelligent equipment
market by revenue in 2024. In the same year, we were the largest lithium-ion battery intelligent
equipment provider globally by revenue, with a market share of 15.5%, and the largest
lithium-ion battery intelligent equipment provider in China by revenue, with a market share of
19.0%.
We have experienced fluctuation in our financial performance in recent years. In the years
ended December 31, 2022, 2023, 2024 and the nine months ended September 30, 2024 and
2025, our revenue was RMB13,836.1 million, RMB16,483.3 million, RMB11,773.4 million,
RMB9,038.4 million and RMB10,387.5 million, respectively. Our net profit for the year/period
was RMB2,318.1 million, RMB1,770.8 million, RMB268.0 million, RMB587.0 million and
RMB1,161.3 million, respectively. In the years ended December 31, 2022, 2023, 2024 and the
nine months ended September 30, 2024 and 2025, our EBITDA (non-IFRS measure) was
RMB2,749.6 million, RMB2,199.3 million, RMB495.8 million, RMB881.6 million and
RMB1,654.6 million, respectively. Such downward trend from 2022 to 2024 was primarily
attributable to the weakened performance of our downstream industries, which led to reduced
demand for our equipment.
SUMMARY
–1–


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OUR BUSINESS
Lithium-ion battery
intelligent equipment
PV intelligent
equipment
Hydrogen energy
intelligent equipment
pulping/grinding
equipment
catalyst layer
coating equipment
membrane electrode
preparation equipment
stack and system assembly
equipment
bipolar plate production
equipment
wafer marking
equipment
laser precision processing
equipment
intelligent production lines
for all forms of modules
PACK intelligent
production lines
battery charging and
discharging test lines
automotive intelligent
assembly lines
electric drive intelligent
production lines
laser notching
equipment
FPC/PCB laser
drilling equipment
high-precision mass
transfer equipment
laser welding
equipment
stack activation and
testing platform
Automotive intelligent
production line
Platform
based
approach
to expand
into
diverse
business
sectors
Front-end process Middle-end process Back-end process
mixing
equipment
coating
equipment
rolling
equipment
drying
equipment
rolling and slitting
integrated equipment
stacking
equipment
slitting, stacking
integrated equipment
flaking
equipment
assembly
equipment
winding
equipment
electrolyte injection
equipment
chemical composition
equipment
inspection equipment
Solid-state batteries
dry electrodes
equipment
solid-state stacking
equipment
copper-lithium integrated
equipment
Module Cell
MBB string welding
equipment 0BB stringer equipment xBC stringer equipment integrated laser
scribing equipment
monocrystalline texturing
cleaning equipment
BSG removal and alkali polishing
etching cleaning equipment
screen printing/sintering
equipment
testing and sorting process equipmenttab welding equipment complete busbar
welding equipment IBC stringers equipment
3C intelligent
equipment
Assembly and testing
3D assembly high-flow sealing five-axis high-speed
dispensing electrical testing reliability testing
Electrolyzer and fuel cell production lines
Expand product matrix based on production and turnkey solution delivery capabilities
Intelligent logistics
equipment
Intelligent logistics equipment
intelligent
automated warehousesshuttle vehicles tackers conveyor lines
Automated Visual Inspection
visual measurement defect detection imaging testing
Lithium-ion battery intelligent equipment
In the lithium-ion battery sector, our products comprehensively cover the front-end,
middle-end and back-end processes of lithium-ion battery manufacturing, allowing us to
deliver turnkey solutions to our customers. Our offerings address various applications
including EV , energy storage and consumer electronics, as well as different technological
pathways like lithium iron phosphate and ternary materials and different battery forms such as
prismatic, cylindrical, pouch and blade cells. Specifically, our product offerings include
mixing, coating, rolling, slitting and flaking equipment in the front-end process; winding,
stacking, packaging, electrolyte injection and welding equipment in the middle-end process;
and chemical composition and assembly equipment in the back-end process. Additionally,
based on breakthroughs throughout the whole process of solid-state battery manufacturing, we
can provide customers with key equipment for dry mixing, dry film composite and solid-state
stacking.
Our customer base includes leading companies in the global lithium-ion battery sector,
including CA TL, Tesla, V oklswagen, BMW, Mercedes, Toyota, LG Energy, SK On, Samsung
SDI, Panasonic, A TL, CALB, EVE Energy, Gotion, AESC, Ampace, Sunwoda, SVOLT, BYD
and ACC.
PV intelligent equipment
In the PV sector, we provide our customers with turnkey solutions and standalone
equipment for both PV modules and PV cell manufacturing. Our PV module equipment cover
functions including multi-bus bar (MBB) string welding, zero bus bar (0BB) stringer, xBC
stringer, integrated laser scribing, tab welding, complete busbar welding and interdigitated
back contact (IBC) stringers. Our PV cell equipment include cover functions including
monocrystalline texturing cleaning, borophosphosilicate glass (BSG) removal and alkali
SUMMARY
–2–


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polishing etching cleaning, screen printing/sintering and testing and sorting. In addition, based
on our forward-looking layout of new PV cell technologies, we have successfully delivered
GW-level solutions in the TOPCon, HJT, xBC and perovskite fields.
Our customer base includes leading companies in the PV sector, including Tongwei Solar,
LONGi Green Energy, JA Solar, Aiko Solar, Trina Solar, Jinko Solar and CSI Solar.
3C intelligent equipment
We offer our customers a range of 3C intelligent equipment centered around our
self-developed automated visual inspection technology, five-axis precision fluid platform and
800V integrated testing platform. Our products cover fields of visual measurement, automated
visual inspection defect detection, five-axis high-speed dispensing, high-flow sealing, imaging
testing, electrical testing, reliability testing and 3D assembly. These solutions enable us to
provide comprehensive solutions for forming, testing and assembling in the intelligent
automotive and consumer electronics sectors.
We have become the strategic partner of multiple leading customers in the industry and
are committed to continually empowering our customers to transform their intelligent and
digital production.
Intelligent logistics equipment
In the intelligent logistic sector, we have the capability to design and provide intelligent
logistics equipment for our customers, consisting of shuttle cars, stackers, conveyor lines and
intelligent automated warehouses. Through in-depth integration with data-driven algorithms,
digital twin simulations and dynamic scheduling optimization software, we developed
unmanned intelligent logistics equipment that empowers our customers’ intelligent
manufacturing initiatives and facilitates the construction of “unmanned factories” and “smart
factories.”
Our intelligent logistics equipment has already gained widespread application in the new
energy sector. With accumulated case studies in the demanding production environments of
lithium-ion batteries and PV products, our intelligent logistics equipment is designed and made
with high stability, precision control and other advanced core capabilities in mind for dynamic
scheduling in complex scenarios. They can be migrated and reused in various fields, adequately
meeting the needs of a wide range of sectors. We have also started exploring the adoption of
our intelligent logistics equipment in the automotive parts manufacturing and chemical
industries.
Other Intelligent Equipment and Solutions
Hydrogen energy intelligent equipment
We are committed to becoming the most influential hydrogen energy equipment
enterprise in the world and promoting the industrialization of hydrogen production and fuel cell
manufacturing. Through the accumulation of core technologies and breakthroughs in key
SUMMARY
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processes, we can provide our customers with turnkey solutions for fuel cell and electrolyzer
used in hydrogen production, including slurry coating, MEA packaging, bipolar plate
production, stack assembly, system assembly, test platform and other related high-end
equipment.
Automotive intelligent production line
We offer our customers intelligent turnkey solutions for all forms of modules and battery
pack (PACK) intelligent production lines, electric drive intelligent production lines, battery
charging and discharging test lines, automotive intelligent assembly lines and others.
We have established close collaboration with renowned customers both domestically and
internationally in this field, including BMW, Mercedes, Toyota, V olkswagen, SAIC and XPeng.
We have delivered numerous highly automated, safe, reliable and stable intelligent production
lines to these customers.
Laser precision processing equipment
We provide our customers with advanced laser technology applied in the lithium-ion
battery, PV , semiconductor, consumer electronics, display panels, automotive and other
industries. Leveraging high-precision computer numerical control (CNC) systems and
advanced laser technology, we provide solutions for laser precision microprocessing,
intelligent inspection and comprehensive smart workshop implementations.
OUR STRENGTHS
We believe the following competitive advantages have contributed to our success and will
help drive our growth in the future:
 We are the largest provider of lithium-ion battery intelligent equipment in both
global and Chinese markets. Our significant market share enables us to continually
capitalize on opportunities in both incremental and established market segments.
 Our predominant international presence strategically positions us to capitalize on
growth opportunities in overseas markets that exhibit substantial potential for
expansion.
 Our development strategy across sectors empowers us to capture growth
opportunities across multiple industries while effectively mitigating the risks
associated with cyclical fluctuations in any single sector.
 We hold industry-leading technological R&D and non-standard customization
capabilities and have forged strong partnerships with major customers, enabling us
to maintain a prominent position in the industrialization of advanced technologies.
 We have one of the most sustainable development models and been focusing on the
importance of fulfilling social responsibility.
SUMMARY
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 We are distinguished by an experienced management team and a sustainable talent
incentive system.
See “Business — Our Strengths.”
OUR STRATEGIES
We will continue to pursue the following strategies which will drive further growth:
 We will accelerate our internationalization efforts, continue to build our global
operating capabilities and maintain a competitive advantage in the exploration of
overseas markets.
 We are dedicated to cultivating a more diversified growth trajectory.
 We will enhance our R&D capabilities on a global scale to maintain our
technological leadership, continually leading the exploration and industrialization of
advance technologies.
 We will continue to focus on our business digital transformation, improving
operation, manufacturing and R&D management capabilities to optimize costs while
ensuring quality.
 We are committed to implementing a sustainable development strategy that
integrates the principle of minimizing carbon footprints throughout the entire
product life cycle.
See “Business — Our Strategies.”
CUSTOMERS AND SUPPLIERS
We sell our products and solutions in China, as well as Europe, Asia, North America and
other regions around the world. The major customers of our lithium-ion battery intelligent
equipment business are domestic and foreign leading lithium-ion battery and automotive
manufacturers. For our PV intelligent equipment business, major customers include major
domestic and foreign PV cell and module manufacturers. The major customers of our
intelligent logistics equipment business are well-known domestic and foreign lithium-ion
battery and automotive manufacturers. Revenue from our five largest customers during each
year/period in the Track Record Period accounted for 73.8%, 57.0%, 45.6% and 52.4%,
respectively, of our total revenue for the respective year/period. Revenue from our largest
customer for each year/period in during the Track Record Period accounted for 40.1%, 17.5%,
15.2% and 27.2% of our total revenue for the respective year/period.
SUMMARY
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--- page 17 ---
During the Track Record Period, our major suppliers were primarily raw material and
component suppliers. Purchases from our five largest suppliers for each year/period in during
the Track Record Period accounted for approximately 9.5%, 7.9%, 7.7% and 8.7% of our total
purchases for the respective year/period. Purchases from our largest supplier for each
year/period in the Track Record Period accounted for approximately 3.0%, 2.6%, 2.0% and
2.6% of our total purchases for the respective year/period.
To the knowledge of our Directors and save as disclosed in the section headed “Business
— Sales and Marketing and Customers — Our Customers — Major Customers,” as of the
Latest Practicable Date, none of our Directors and their respective associates or any
Shareholders holding more than 5% of our issued share capital had any interests in any of our
five largest customers and suppliers in each year of the Track Record Period.
See “Business — Sales and Marketing and Customers” and “Business — Procurement and
Suppliers.”
COMPETITIVE LANDSCAPE
We compete in the large and highly competitive new energy intelligent equipment market
in China and globally. According to Frost & Sullivan, the global market size for lithium-ion
battery intelligent equipment is expected to grow from RMB49.8 billion in 2024 to RMB137.2
billion in 2029 with a CAGR of 22.5%; the global market size for PV intelligent equipment
market is expected to decline from RMB176.9 billion in 2024 to RMB131.3 billion in 2029
with a CAGR of -5.8%; the global market size for intelligent logistics equipment is expected
to grow from RMB133.9 billion in 2024 to RMB338.1 billion in 2029 with a CAGR of 20.3%.
We face potential competition with major Chinese and international manufacturers. In
2024, the aggregated market share of the top five players in global new energy equipment
market reached 15.2%, in terms of revenue. We believe that our ability to be differentiated from
our competitors depends upon many factors, including, but not limited to, our strategic
business layout, predominant international presence, development strategy across sectors,
industry-leading technological R&D and non-standard customization capabilities, strong
partnerships with major customers, sustainable development models, experienced management
team and sustainable talent incentive system.
See “Industry Overview” and “Risk Factors — Risks Relating to Our Business and the
Industry in Which We Operate — We may fail to maintain or improve our market position or
respond successfully to changes in the competitive landscape.”
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,
SUMMARY
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--- page 18 ---
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 the IFRS Accounting Standards.
Summary of Consolidated Statements of Profit or Loss
The following table sets out a summary of our consolidated statements of profit or loss
for the years/periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in millions, except for percentages)
(Unaudited)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,836 100.0 16,483 100.0 11,773 100.0 9,038 100.0 10,388 100.0
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,771) (63.4) (11,090) (67.3) (8,236) (70.0) (5,866) (64.9) (7,183) (69.1)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,065 36.6 5,393 32.7 3,537 30.0 3,172 35.1 3,205 30.9
Other income and expenses /H1118/H1118 408 2.9 464 2.8 330 2.8 370 4.1 257 2.5
Other gains and losses /H1118/H1118/H1118/H1118/H111860 0.4 (16) (0.1) 15 0.1 (6) (0.1) 32 0.3
Impairment losses under
expected credit loss model,
net of reversal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(473) (3.4) (750) (4.6) (555) (4.7) (516) (5.7) 216 2.1
Selling and marketing
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(411) (3.0) (451) (2.7) (362) (3.1) (234) (2.6) (211) (2.0)
Administrative expenses /H1118/H1118/H1118/H1118(740) (5.3) (1,034) (6.3) (1,120) (9.5) (859) (9.5) (883) (8.5)
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– –– –– –– ( 2 ) 0 . 0
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,348) (9.7) (1,675) (10.1) (1,671) (14.1) (1,266) (14.0) (1,231) (11.9)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20) (0.1) (20) (0.1) (62) (0.5) (33) (0.4) (100) (1.0)
Profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H11182,541 18.4 1,911 11.6 112 1.0 628 6.9 1,283 12.4
Income tax (expense) credit /H1118 (223) (1.6) (140) (0.8) 156 1.3 (41) (0.5) (122) (1.2)
Profit for the year/period /H1118/H11182,318 16.8 1,771 10.8 268 2.3 587 6.4 1,161 11.2
Non-IFRS Measures
To supplement our consolidated financial statements which are presented in accordance
with IFRS Accounting Standards, we also use EBITDA (non-IFRS measure), as additional
financial metrics. These non-IFRS measures are not required by or presented in accordance
with IFRS Accounting Standards.
SUMMARY
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We believe that these non-IFRS measures facilitate comparisons of our operating
performance by eliminating potential impacts of certain items listed below. We also believe
that such non-IFRS measures present useful information in understanding and evaluating our
consolidated results of operations in the same manner as they help our management. However,
our presentation of such non-IFRS measures may not be comparable to similarly titled
measures presented by other companies. The use of these non-IFRS measures has limitations
as an analytical tool, and you should not consider it in isolation from, or as substitute for
analysis of, our results of operations or financial condition as reported under IFRS Accounting
Standards.
The following table sets out a reconciliation from profit for the year/period to EBITDA
(non-IFRS measure) for the year/period indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in millions)
(Unaudited)
Reconciliation of profit
for the year/period to
EBITDA (non-IFRS
measure):
Profit for the year/period /H1118/H1118/H11182,318 1,771 268 587 1,161
Add:
– Income tax expense (credit) /H1118 223 140 (156) 41 122
– Net finance costs
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H111820 20 62 33 100
– Depreciation and
amortization of other
assets
(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189 268 321 220 272
EBITDA (non-IFRS
measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,750 2,199 496 882 1,655
Notes:
(1) Finance costs represent the total of interest on lease liabilities, interest on bank loans and bank charges for
discounted bills receivables excluding both interest expenses and income.
(2) The amount of depreciation and amortization presented represents the depreciation of plant and equipment and
the amortization of intangible asset and does not include depreciation of right-of-use assets which
approximates the rental expense of capitalized lease contract.
SUMMARY
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Our total revenue increased by 19.1% from RMB13,836.1 million in the year ended
December 31, 2022 to RMB16,483.3 million in the year ended December 31, 2023, primarily
due to increases in revenue derived from sales of lithium-ion battery intelligent equipment, PV
intelligent equipment and intelligent logistics equipment. Our total revenue decreased by
28.6% from RMB16,483.3 million in 2023 to RMB11,773.4 million in 2024, primarily due to
decrease in:
(i) revenue derived from sales of lithium-ion battery intelligent equipment, mainly
because there was a decrease in order of lithium-ion battery equipment in 2023 due
to the slowdown in capacity expansion of downstream EV battery and energy
storage battery companies with new production capacity pending further release, as
well as the slowdown in the growth of the EV market and the weakening of policy
support from 2023 represented by the phase-out of the purchase subsidy policy for
new energy vehicles at the end of 2022 in China, leading to weakened performance
of industry, resulting in a decrease in revenue recognized from such orders in 2024;
and
(ii) revenue derived from sales of PV intelligent equipment, mainly because of the
weakened performance of the PV intelligent equipment industry since the second
half of 2023 due to overcapacity of the PV industry. Since 2022, the global PV
industry has attracted substantial investment due to its high profitability, and the
technological transition from P-type cells to N-type cells has driven significant
demand for new production capacity, together resulting in production capacity
scale-up in the global PV industry starting from the fourth quarter of 2023.
Therefore, the capacity utilization rate in the global PV cell industry decreased
rapidly from 75.7% in 2023 to 61.4% in 2024, leading to the decreasing demand for
PV intelligent equipment in 2024 in terms of order.
Our total revenue increased by 14.9% from RMB9,038.4 million in the nine months ended
September 30, 2024 to RMB10,387.5 million in the nine months ended September 30, 2025,
primarily driven by growing downstream market demand due to capacity expansion and
equipment upgrade of lithium-ion battery manufacturers in China, which also accelerated
equipment acceptance and delivery cycles. Specially, we recorded (i) an increase in revenue
from our sales of lithium-ion battery intelligent equipment, primarily attributable to an increase
in order and acceptance of the downstream EV battery and energy storage battery companies,
as a result of the recovery of downstream EV and energy storage market; (ii) an increase in
revenue from our sales of PV intelligent equipment, primarily due to certain of our PV
equipment previously undergoing testing stage being accepted by the customers; and (iii) an
increase in other business, primarily attributable to the acceptance of orders by customers,
including an automotive intelligent production line project that had previously been
undergoing testing.
Our administrative expenses increased from 2022 to 2024, and from the nine months
ended September 30, 2024 to the same period in 2025, mainly as a result of the increased
number of our administrative personnel and the corresponding increase in our recruitment
SUMMARY
–9–


--- page 21 ---
expenses, along with the expansion of our scale of global operations and our expansion of
overseas markets. Our research and development expenses as a percentage of our total revenue
increased from 2022 to 2024, reflecting our focus on research and development activities,
primarily due to our increased employee salaries and other benefits mainly as a result of the
expansion of our scale of operations and increased number of our research and development
personnel. Our research and development expenses decreased by 2.8% from RMB1,266.2
million in the nine months ended September 30, 2024 to RMB1,231.2 million in the same
period in 2025, primarily driven by our enhanced measures, which required R&D teams to
adopt a more targeted approach to problem-solving, thereby reducing redundant experiments
and saving on materials.
Our net profit decreased by 23.6% from RMB2,318.1 million in the year ended December
31, 2022 to RMB1,770.8 million in the year ended December 31, 2023, primarily due to (i) a
decrease in gross profit margin, primarily due to an increase in write-down of inventories as
a percentage of cost of sales. We not only write down inventory at times of actual losses, but
also after making prudent assessment of the realizable net value of inventories in advance. The
challenging downstream market conditions led to enhanced market competition and imposed
challenges on our customers, reducing their demand for expansion of production capacity.
Some customers, despite having placed orders for our products, are delaying their expansion
plans, choosing to await a recovery in downstream demand before confirming acceptance and
deploying the equipment. Accordingly, we made assessment of the net realizable value of
inventories and made provisions accordingly. See “Financial Information — Discussion of
Certain Key Balance Sheet Items — Inventories.” At the business segment level, the gross
profit margin of our sales of lithium-ion battery intelligent equipment, PV intelligent
equipment and intelligent logistics equipment decreased; (ii) an increase in impairment losses
under expected credit loss model, net of reversal, primarily due to aging of our trade
receivables reflecting increased risk of non-recoverability; (iii) an increase in administrative
expenses, which is mainly attributable to the increased number of our administrative personnel
and increased travel expenses due to our expansion of overseas markets; and (iv) an increase
in research and development expenses, which is mainly attributable to our increased employee
salaries and other benefits mainly as a result of the expansion of our scale of operations and
increased number of our research and development personnel.
Our net profit decreased by 84.9% from RMB1,770.8 million in the year ended December
31, 2023 to RMB268.0 million in the year ended December 31, 2024, primarily due to (i) a
reduction in revenue, (ii) a decrease in gross profit margin, primarily due to a decrease in the
gross profit margin of our sales of 3C intelligent equipment and other business; (iii) an increase
in impairment losses under expected credit loss model, net of reversal, primarily due to aging
of our trade receivables reflecting increased risk of non-recoverability; and (iv) an increase in
administrative expenses primarily as a result of the expansion of the Group’s scale of global
operations. Our net profit increased by 97.9% from RMB587.0 million in the nine months
ended September 30, 2024 to RMB1,161.3 million in the nine months ended September 30,
2025, primarily due to (i) an increase in revenue and (ii) a change of impairment losses under
expected credit loss model from impairment losses of RMB515.7 million to reversal of
SUMMARY
–1 0–


--- page 22 ---
impairment losses of RMB215.7 million, which was primarily because the lithium battery
industry recovered and production normalized, which significantly improved customers’ ability
to make payments. See “Financial Information — Period-to-Period Comparison of Results of
Operations.”
Revenue
The following table sets forth a breakdown of our revenue by segment, each expressed in
absolute amount and as a percentage of our total revenue, for the years/periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in millions, except for percentages)
(Unaudited)
Lithium-ion battery intelligent
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,944 71.8 12,642 76.8 7,689 65.3 6,268 69.5 6,949 66.8
PV intelligent equipment /H1118/H1118/H1118463 3.3 1,028 6.2 867 7.4 564 6.2 965 9.3
3C intelligent equipment /H1118/H1118/H1118606 4.4 698 4.2 689 5.9 373 4.1 135 1.3
Intelligent logistics
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,695 12.3 1,431 8.7 1,867 15.8 1,504 16.6 921 8.9
Other business (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,128 8.2 684 4.1 661 5.6 329 3.6 1,418 13.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,836 100.0 16,483 100.0 11,773 100.0 9,038 100.0 10,388 100.0
Note:
(1) Other business includes hydrogen energy equipment, automotive intelligent production line, laser precision
processing equipment and other products and services.
The following table sets forth our revenue breakdown by geographical location, each
expressed in absolute amount and as a percentage of our total revenue, for the years/periods
indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in millions, except for percentages)
(Unaudited)
Mainland China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,641 91.4 14,241 86.4 8,942 76.0 6,838 75.7 8,373 80.6
Overseas /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,195 8.6 2,242 13.6 2,831 24.0 2,200 24.3 2,015 19.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,836 100.0 16,483 100.0 11,773 100.0 9,038 100.0 10,388 100.0
SUMMARY
–1 1–


--- page 23 ---
Cost of Sales
Our cost of sales mainly include raw materials, labor costs, manufacturing overhead and
write-down of inventories. Our cost of sales amounted to RMB8,771.1 million, RMB11,089.8
million, RMB8,235.8 million, RMB5,866.2 million and RMB7,183.0 million in 2022, 2023,
2024 and the nine months ended September 30, 2024 and 2025, respectively. Raw materials
cost is the largest component in our cost structure. In 2022, 2023, 2024 and the nine months
ended September 30, 2024 and 2025, our raw materials cost amounted to RMB7.1 billion,
RMB8.4 billion, RMB5.6 billion, RMB4.1 billion and RMB5.2 billion, respectively, which
accounted for 81.0%, 75.8%, 67.7%, 70.0% and 72.1% of our total cost of sales, respectively.
The following table sets forth a breakdown of our cost of sales by nature in absolute
amounts and as a percentage of our total cost of sales for the years/periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in millions, except for percentages)
(Unaudited)
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,107 81.0 8,396 75.8 5,577 67.7 4,106 70.0 5,176 72.1
Labor costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118756 8.6 1,036 9.3 957 11.6 608 10.4 730 10.2
Manufacturing overhead /H1118/H1118/H1118/H1118793 9.1 1,246 11.2 1,153 14.0 1,067 18.2 1,107 15.4
Write-down of inventories /H1118/H1118 115 1.3 412 3.7 549 6.7 85 1.4 170 2.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,771 100.0 11,090 100.0 8,236 100.0 5,866 100.0 7,183 100.0
Gross Profit and Gross Profit Margin
Our gross profit represents our revenue less cost of sales. Our gross profit margin is
calculated by dividing its gross profit by revenue. We experienced decrease in gross profit
margin during the Track Record Period, from 36.6% in 2022 to 32.7% in 2023, and further to
30.0% in 2024. The decrease in gross profit margin was mainly due to our prudent approach
for inventory write-down as we not only write down inventory at times of actual losses, but
also after making prudent assessment of the realizable net value of inventories in advance,
especially for inventories with longer aging to reflect their slow turnover cycle.
The challenging downstream market conditions led to enhanced market competition and
imposed challenges on our customers, reducing their demand for expansion of production
capacity. Some customers, despite having placed orders for our products, are delaying their
expansion plans, choosing to await a recovery in downstream demand before confirming
acceptance and deploying the equipment. Accordingly, we made assessment of the net
realizable value of inventories and made provisions. As a result, the write-down of inventories
increased from RMB114.9 million in 2022 to RMB411.5 million in 2023, and further to
RMB548.7 million in 2024, and increased from RMB84.9 million in the nine months ended
September 30, 2024 to RMB170.4 million in the nine months ended September 30, 2025,
SUMMARY
–1 2–


--- page 24 ---
respectively. In 2022, 2023, 2024, and the nine months ended September 30, 2024 and 2025,
our subsequent reversal of write-down of inventories amounted to RMB61.8 million, RMB24.7
million, RMB154.1 million, RMB124.8 million and RMB192.7 million, respectively.
Our gross profit margin decreased from 35.1% in the nine months ended September 30,
2024 to 30.9% in the nine months ended September 30, 2025, primarily due to certain orders
accepted during the period having been contracted during an industry downturn at relatively
lower pricing, resulting in lower gross margins upon acceptance.
The following table sets forth a breakdown of our gross profit by segment, as well as the
respective gross profit margins for the years/periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
(%) (%) (%) (%) (%)
(RMB in millions, except percentages)
(Unaudited)
Lithium-ion battery
intelligent equipment /H1118/H1118/H11183,829 38.5 4,607 36.4 2,602 33.8 2,462 39.3 2,255 32.5
PV intelligent equipment /H1118/H1118 83 17.9 131 12.7 80 9.2 165 29.3 190 19.7
3C intelligent equipment /H1118/H1118189 31.2 288 41.3 222 32.2 154 41.3 43 31.9
Intelligent logistics
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118315 18.6 74 5.2 388 20.8 270 18.0 167 18.1
Other business /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118649 57.5 293 42.8 245 37.1 121 36.8 550 38.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,065 36.6 5,393 32.7 3,537 30.0 3,172 35.1 3,205 30.9
The following table sets forth a breakdown of our gross profit by geographical location,
as well as the respective gross profit margins for the years/periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
(%) (%) (%) (%) (%)
(RMB in millions, except percentages)
(Unaudited)
Mainland China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,828 38.2 5,031 35.3 2,497 27.9 2,296 33.6 2,414 28.8
Overseas /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118237 19.8 362 16.1 1,040 36.7 876 39.8 791 39.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,065 36.6 5,393 32.7 3,537 30.0 3,172 35.1 3,205 30.9
SUMMARY
–1 3–


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Summary of Consolidated Statements of Financial Position
The following table sets forth selected information from our consolidated statements of
financial position as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in millions)
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H111828,976 30,690 30,572 33,261
Total non-current assets /H1118/H1118/H1118/H11183,930 4,532 5,522 5,662
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,906 35,222 36,094 38,923
Total current liabilities /H1118/H1118/H1118/H111821,410 22,990 21,665 23,311
Total non-current liabilities /H1118 371 384 2,850 2,910
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,781 23,374 24,515 26,221
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,566 7,700 8,907 9,950
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,125 11,847 11,579 12,702
Our net assets increased from RMB11,125.2 million as of December 31, 2022 to
RMB11,847.5 million as of December 31, 2023, primarily due to our profit for the year
attributable to owners of the Company of RMB1,774.6 million, recognition of equity-settled
share-based payments of RMB85.1 million and contribution from non-controlling interests of
RMB62.3 million, partially offset by dividends recognized as distribution of RMB841.0
million and repurchase of ordinary shares under share incentive plans of RMB350.0 million.
Our net assets decreased from RMB11,847.5 million as of December 31, 2023 to RMB11,579.4
million as of December 31, 2024, primarily due to dividends recognized as distribution of
RMB533.3 million, partially offset by our profit for the year attributable to owners of the
Company of RMB286.1 million. Our net assets increased from RMB11,579.4 million as of
December 31, 2024 to RMB12,701.5 million as of September 30, 2025, primarily due to our
profit for the period attributable to owners of the Company of RMB1,161.3 million and
recognition of equity-settled share-based payments attributable to owners of the Company of
RMB31.2 million and from non-controlling interests of RMB1.6 million, partially offset by
dividends recognized as distribution from retained profits attributable to owners of the
Company of RMB87.1 million.
Our net current assets increased to RMB9,950.2 million as of September 30, 2025 from
RMB8,907.1 million as of December 31, 2024, primarily due to (i) an increase of RMB1,425.0
million in cash and cash equivalents and (ii) an increase of RMB1,282.4 million in inventories,
partially offset by an increase of RMB1,697.7 million in contract liabilities.
SUMMARY
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Our net current assets increased to RMB8,907.1 million as of December 31, 2024, from
RMB7,700.1 million as of December 31, 2023, primarily due to (i) a decrease of RMB1,905.2
million in bills, trade and other payables and (ii) a decrease of RMB975.8 million in contract
liabilities, partially offset by (i) an increase of RMB1,602.1 million in borrowings and (ii) a
decrease of RMB514.8 million in restricted bank deposits.
Our net current assets increased from RMB7,566.1 million as of December 31, 2022 to
RMB7,700.1 million as of December 31, 2023, primarily due to (i) an increase of RMB3,714.0
million in bills, trade and other receivables, and (ii) an increase of RMB2,441.3 million in
contract liabilities, partially offset by a decrease of RMB2,186.0 million in cash and cash
equivalents.
Summary of Consolidated Statements of Cash Flow
The following table sets out a summary of our cash flow for the years/periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in millions)
(Unaudited)
Net cash flows generated
from/(used in) operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,694 (880) (1,567) (2,916) 3,835
Net cash flows generated
from/(used in) investing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,007 (212) (1,221) (439) (1,097)
Net cash flows (used
in)/generated from financing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(806) (1,134) 3,847 2,976 (1,328)
Net increase/(decrease) in cash
and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H11182,895 (2,227) 1,059 (379) 1,410
Effect of foreign exchange rate
changes on cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 41 16 20 15
Opening balance of cash and
cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,559 4,471 2,285 2,285 3,360
Closing balance of cash and
cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,471 2,285 3,360 1,926 4,785
We had net operating cash inflow of RMB1,694.0 million in 2022. Our net operating cash
flow turned to an outflow of RMB880.5 million in 2023, which further increased to an outflow
of RMB1,567.1 million in 2024. As we operate in industries where market players tend to have
a high concentration of customers, such as our key focus areas including EV battery and energy
SUMMARY
–1 5–


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storage battery industry and PV industry, such customers tend to have larger bargaining power,
resulting in delayed acceptance period and payment cycle reducing our cash inflow, especially
during market downturn. Meanwhile, we have to pay for the upfront costs for order fulfilling
purposes, such as procurement of raw materials and corresponding manufacturing costs,
leading to substantial cash outflow. Such timing mismatch of our cash flow position contributes
to our net operating cash outflow position in 2023 and 2024. The corresponding prolonged
customer acceptance period and payment cycle from such downstream customers are reflected
by the increase in our trade receivable turnover days from 138.6 days in 2022 to 179.3 days
in 2023, and further to 284.8 days in 2024. See “Financial Information — Discussion of Certain
Key Balance Sheet Items — Trade Receivables and Other Receivables.” Meanwhile, while we
remit full payment to suppliers upon receipt of goods, customer payments are collected in
stages, primarily including contract signing, delivery, customer acceptance, and the end of the
warranty period, resulting in cash flow mismatch. We subsequently had net operating cash
inflow of RMB3,835.2 million in the nine months ended September 30, 2025, primarily
attributable to (i) a decrease in bills, trade and other receivables and an increase in bills, trade
and other payables, as we increased efforts in collection of trade receivables, as well as
enhanced cash management related to setting payables; and (ii) an increase in contract
liabilities, primarily due to an increase in receipt of advance payment related to new orders.
Business Prospects
As a new energy intelligent equipment enterprise, we offer intelligent equipment and
solutions to a range of emerging industries, including lithium-ion battery manufacturing and
PV industry. In the past several years, propelled by global carbon neutrality initiatives, the
industries we operate in experienced substantial growth, and relevant market players had also
seen their technical sophistication, production capacity and financial performance improve.
Similar to other industries undergoing rapid development during the fast-growing stage, the
relevant industries we operate in also experienced headwinds arising from fluctuation in
downstream customer demand and intensified market competition recently. According to Frost
& Sullivan, due to the rapid expansion in production capacities in previous years, the average
capacity utilization rate of lithium-ion battery manufacturers in China fell from over 75% in
2022 to approximately 55% in the first half of 2024. The global lithium-ion battery intelligent
equipment market increased from RMB27.0 billion to RMB69.0 billion from 2020 to 2023,
reaching its peak in recent years. It subsequently decreased to RMB49.8 billion in 2024. Also,
since the fourth quarter of 2023, mainly due to the rapid expansion in production capacities in
various sectors of the PV industry value chain, the PV industry has experienced an
over-capacity, according to the same source. The global PV intelligent equipment market
increased from RMB52.5 billion to RMB176.9 billion from 2020 to 2024, reaching its peak in
recent years. It is expected to decrease to RMB90.3 billion in 2025.
Our total revenue increased by 19.1% from RMB13,836.1 million in 2022 to
RMB16,483.3 million in 2023, and then decreased by 28.6% to RMB11,773.4 million in 2024.
Our revenue decrease in 2024 was mainly due to (i) decrease in total new order value,
especially decrease in domestic order value, resulting from temporarily weakened downstream
customer demand in some of our key focus areas, including EV battery and energy storage
SUMMARY
–1 6–


--- page 28 ---
battery industry and PV industry. This was partially offset by the increase in overseas order
value, as we have strategically focused on expanding overseas sales and increasing sales to
overseas customers. Our total new order value amounted to RMB27.2 billion in 2022,
RMB20.3 billion in 2023 and RMB14.6 billion in 2024; and (ii) extended acceptance period,
being the time gap between delivery and revenue recognition, as we recognize revenue from
sales of intelligent equipment upon the receipt of customer acceptance, which is formally
acknowledged through signed customer confirmation verifying that the equipment meets the
specified requirements and is fully operational to the customer’s satisfaction.
Our average acceptance period more than doubled during the Track Record Period, from
approximately six to ten months in 2022 and 2023 to more than 15 months in 2024. The
increase in 2024 was primarily because, in light of weakened downstream demand, our
customers tended to wait for the rebounding of downstream demand before confirming their
acceptance of our equipment and putting the equipment into actual use. Our revenue during the
Track Record Period was mainly generated from domestic customers, and due to weakened
downstream customer demand in the domestic market, our domestic customer acceptance
period increased from 2022 to 2024, as our customers tend to delay their capacity expansion
even when they had already ordered our products for delivery, and wait for the rebounding of
downstream customer demand before confirming their acceptance and actually putting the
equipment into use. Our inventory management was also impacted by these extended
acceptance periods. Inventory turnover days increased from 419.9 days in 2022 to 421.5 days
in 2023, then to 593.6 days in 2024.
The prolonged acceptance process and the resulting delay in revenue recognition also
affected our receivables collection and operating cash flows. Our trade receivables turnover
days increased from 138.6 days in 2022 to 179.3 days in 2023, and further increased to 284.8
days in 2024, primarily due to an increase in trade receivable balance caused by prolonged
payments from certain downstream customers in the electric vehicle battery, energy storage
battery and PV industries. As a result of the slow increase in revenue in 2023 and the decrease
in revenue in 2024, which were primarily attributable to prolonged customer acceptance time,
and the increased trade receivables turnover days resulting from prolonged payments from
certain downstream customers, we recorded operating cash outflow in 2023 and 2024.
As we strategically focused on expanding our overseas sales and increasing sales to our
overseas customers, our revenue from overseas sales increased from RMB1,195.4 million in
2022 to RMB2,241.6 million in 2023 and further increased to RMB2,831.3 million in 2024,
accounting for 8.6%, 13.6% and 24.0% of our total revenue for the respective years. Our
overseas orders on average take 1.5 to 2.5 years from dispatch to acceptance due to relatively
longer time in transit and more stringent customer acceptance standards, as compared to 9 to
15 months for domestic orders, both of which are in line with the typical ranges of the new
energy intelligent equipment market, according to Frost & Sullivan. The longer acceptance
period for overseas orders and gradual increase in revenue contribution from overseas sales
also contributed in part to our prolonged acceptance period and corresponding delay in revenue
recognition during the Track Record Period.
SUMMARY
–1 7–


--- page 29 ---
We experienced decrease in gross profit margin, from 36.6% in 2022 to 32.7% in 2023,
and further to 30.0% in 2024. The decrease in gross profit margin was mainly due to our
prudent approach for inventory write-down as we not only write down inventory at times of
actual losses, but also after making prudent assessment of the realizable net value of
inventories in advance, especially for inventories with longer aging to reflect their slow
turnover cycle. The challenging downstream market conditions led to enhanced market
competition and imposed challenges on our customers, reducing their demand for expansion of
production capacity. Some customers, despite having placed orders for our products, are
delaying their expansion plans, choosing to await a recovery in downstream demand before
confirming acceptance and deploying the equipment. Accordingly, we made assessment of the
net realizable value of inventories and made provisions accordingly. As a result, the
write-down of inventories increased from RMB114.9 million in 2022 to RMB411.5 million in
2023, further to RMB548.7 million in 2024. In 2022, 2023 and 2024, our subsequent reversal
of write-down of inventories amounted to RMB61.8 million, RMB24.7 million and RMB154.1
million, respectively.
In the second half of 2024, driven by growing downstream market demand and an
increase in overseas orders, the average capacity utilization rate of lithium-ion battery
manufacturers in China rebounded to approximately 75%, prompting manufacturers to make
capacity expansion decisions and order corresponding equipment based on their forward-
looking assessment of future market conditions, according to Frost & Sullivan. Therefore, the
rebound of capacity utilization rate of lithium-ion battery manufacturers since the second half
of 2024 has been driving the demand for lithium-ion battery intelligent equipment.
Furthermore, besides the growing demand driven by capacity expansion, the demand for
lithium-ion battery intelligent equipment driven by the renovation and upgrading of existing
equipment has also been increasing, as equipment previously purchased by downstream
customers enters the iteration cycle in the following years gradually. Also with the gradual
increase in downstream demand, the PV industry is undergoing a gradual supply-demand
re-balancing process. As a result, our business operations and financial performance for the
nine months ended September 30, 2025 gradually recovered. Our total revenue increased by
14.9% from RMB9,038.4 million in the nine months ended September 30, 2024 to
RMB10,387.5 million in the nine months ended September 30, 2025.
Meanwhile, our average acceptance period subsequently decreased to less than 13 months
in the nine months ended September 30, 2025, primarily because we implemented more
structured delivery and acceptance controls, including standardized procedures, real-time
problem tracking, and regular progress reviews. Our trade receivables turnover days
subsequently decreased to 220.6 days in the nine months ended September 30, 2025, primarily
due to the recovery of the lithium battery industry and the normalization of production, which
improved customers’ payment capacity, as well as our improved collection efforts. We recorded
net cash generated from operating activities of RMB3,835.2 million for the nine months ended
September 30, 2025, primarily attributable to (i) a decrease in bills, trade and other receivables
and an increase in bills, trade and other payables, as we increased efforts in collection of trade
receivables, as well as enhanced cash management related to setting payables; and (ii) an
increase in contract liabilities, primarily due to an increase in receipt of advance payments
related to new orders.
SUMMARY
–1 8–


--- page 30 ---
However, as we operate in industries where market players tend to have a high
concentration of customers, such customers tend to have larger bargaining power, resulting in
prolonged acceptance period and payment cycle, especially during market downturn.
Therefore, we are subject to heightened risks of prolonged acceptance period, unfavorable
payment terms, potential net operating cash outflow position and general uncertainty of our
downstream customer demand, and therefore we cannot guarantee the markets we operate in
will rebound, and even if they do, we may not be able to maintain our profitability due to the
above-mentioned factors. See “Risk Factors — Risks Relating to Our Business and the Industry
in Which We Operate.”
KEY FINANCIAL RATIOS
The following table sets forth our key financial ratios for the years/periods or as of the
dates indicated:
As of/For the year ended December 31,
As of/For the nine months
ended September 30,
2022 2023 2024 2024 2025
(Unaudited)
Gross profit margin (1) /H1118/H1118/H111836.6% 32.7% 30.0% 35.1% 30.9%
Net profit margin (2) /H1118/H1118/H1118/H111816.8% 10.7% 2.3% 6.5% 11.2%
Debt-to-Assets ratio (3) /H1118/H1118 66.2% 66.4% 67.9% 65.3% 67.4%
Current ratio (times) (4) /H1118/H1118 1.4 1.3 1.4 1.3 1.4
Quick ratio (times) (5) /H1118/H1118/H11180.8 0.8 0.8 0.7 0.8
Notes:
(1) Gross profit margin equals gross profit for the year/period divided by revenues for the respective year
and multiplied by 100%.
(2) Net profit margin equals profit for the year/period divided by revenues for the respective year/period and
multiplied by 100%.
(3) Debt-to-Assets ratio equals total liabilities divided by total assets as of the relevant year/period end and
multiplied by 100%.
(4) Current ratio is calculated as current assets divided by current liabilities as of the relevant year/period
end.
(5) Quick ratio is calculated as current assets less inventories divided by current liabilities as of the relevant
year/period end.
SUMMARY
–1 9–


--- page 31 ---
OFFERING STATISTICS
All statistics in the following table are based on the assumption that (i) the Global
Offering has been completed and 93,616,000 new H Shares are issued pursuant to the Global
Offering; and (ii) the Offer Size Adjustment Option and the Over-allotment Option are not
exercised and our Company will have 1,659,779,034 issued Shares upon completion of the
Global Offering.
Based on Offer Price of
HK$45.80
Market capitalization of our Shares (1, 2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$108,280.1 million
Unaudited pro forma adjusted consolidated net tangible
asset value per Share (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$10.25
Notes:
(1) The estimated market value of our Company is the aggregate of (i) the estimated market capitalization
of the H Shares upon listing and (ii) the market capitalization of our Company’s A Shares listed on the
Shenzhen Stock Exchange. For the latest five trading days preceding the Latest Practicable Date, the
average closing price of our Company’s A Shares was RMB59.49 each and the market capitalization of
our Company’s A Shares was approximately HKD103,992.5 million (approximately RMB93,171.0
million based on the exchange rate of RMB1.0000: HKD1.1161).
(2) The estimated market capitalization of the H Shares upon listing is based on the assumptions that: (i)
the Global Offering has been completed and 93,616,000 new H Shares are issued pursuant to the Global
Offering; and (ii) the Offer Size Adjustment Option and the Over-allotment Option are not exercised.
Based on the offer price of HKD45.80, the estimated market capitalization of our Company’s H Shares
is approximately HKD4,287.6 million, hence market capitalization of our Shares is approximately
HKD108,280.1 million.
(3) The unaudited pro forma adjusted net tangible assets per Share is calculated after making the
adjustments referred to in Appendix II to this prospectus, which excludes 11,152,297 treasury shares as
of September 30, 2025.
PROFIT ESTIMATE FOR THE YEAR ENDED DECEMBER 31, 2025
Our Directors estimate, on the basis set out in Appendix IIA to this prospectus, and in the
absence of unforeseen circumstances, we estimate that our unaudited consolidated profit
attributable to owners of our Company for the year ended December 31, 2025 is as follows:
Estimated consolidated profit attributable to owners of
our Company
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Not less than
RMB1,400.0 million
Note:
(1) The basis on which the above estimate has been prepared is set out in Appendix IIA to this prospectus.
SUMMARY
–2 0–


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LISTING EXPENSES
Listing expenses represent professional fees, underwriting commission, and other fees
incurred in connection with the Global Offering. We estimate that our listing expenses will be
approximately HK$121.5 million (assuming the Offer Size Adjustment Option and the
Over-allotment Option are not exercised and based on the maximum Offer Price of HK$45.80),
which accounts for approximately 2.8% of the gross proceeds from the Global Offering. We
estimate the listing expenses to consist of approximately HK$81.5 million in underwriting
related fees (including SFC transaction levy, Stock Exchange trading fee and AFRC transaction
levy) and approximately HK$40.0 million in non-underwriting fees (which consist of fees and
expenses of Joint Sponsors, legal advisors and our Reporting Accountants of approximately
HK$29.3 million and other fees and expenses of approximately HK$10.7 million). Among the
total listing expenses, approximately HK$115.3 million will be directly attributable to the issue
of our H Shares, which will be deducted from equity upon the completion of the Global
Offering, and approximately HK$4.2 million will be expensed in our consolidated statements
of profit or loss. During the Track Record Period, approximately HK$2.0 million was already
expensed in our consolidated statements of profit or loss. The listing expenses above are the
latest practicable estimate for reference only, and the actual amount may differ from this
estimate.
FUTURE PLANS AND USE OF PROCEEDS
We estimate that we will receive net proceeds of approximately HK$4,166.1 million from
the Global Offering after deducting the underwriting commissions, fees and other estimated
expenses in connection with the Global Offering at the offer price of HK$45.80 per share and
assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised.
In line with our strategies, we intend to use our proceeds from the Global Offering for the
following purposes:
 Approximately 40% of the net proceeds or approximately HK$1,666.4 million, will
be used for expansion of global R&D, sales and service network and selectively
pursuing strategic initiatives as part of our globalization strategy.
 Approximately 30% of the net proceeds or approximately HK$1,249.8 million, will
be used for deepening of our platform based strategy. We intend to further expand
the product portfolio in the new energy intelligent equipment business.
 Approximately 10% of the net proceeds or approximately HK$416.6 million, will be
used in R&D for our product design and manufacturing process technologies
optimization of our intelligent equipment to enhance their performance and
operation stability and reduce their energy consumption in assisting our customers
with further improvement on their production efficiency and product performance.
SUMMARY
–2 1–


--- page 33 ---
 Approximately 10% of the net proceeds or approximately HK$416.6 million will be
used to enhance our digital infrastructure and improve our digitalization capabilities
across various business processes such as supply chain management, R&D,
production, quality control, sales and operations to boost operational efficiency.
 Approximately 10% of the net proceeds or approximately HK$416.6 million, for
working capital and general corporate purposes.
See “Future Plans and Use of Proceeds.”
RISK FACTORS
Our business and the Global Offering involve certain risks as set out in “Risk Factors.”
Y ou should read that section in its entirety carefully before you decide to invest in our H
Shares. Some of the major risks we face include:
 we have experienced deteriorating changes in our financial performance during the
Track Record Period;
 we historically experienced fluctuations in our cash flow from operating activities;
 we are subject to heightened risks of prolonged acceptance period and unfavorable
payment terms;
 we are subject to inventory management risk;
 we are subject to credit risks related to our customers, and any significant default or
delay in settlement of our trade receivables may affect our business, prospects,
financial condition and results of operations;
 we face risks associated with customer order cancellations that may adversely affect
our financial performance;
 the development of regulations, policies and regulatory requirements in the PRC and
overseas regarding lithium-ion battery manufacturing equipment and new energy
vehicles may affect our business operations and prospects;
 factors that adversely affect the industries in which our customers operate may
reduce our downstream demand and our business, financial condition and results of
operations may be thereby materially and adversely affected;
 we may not successfully develop or market new and advanced products and
technologies, nor improve our existing products and technologies, in a timely
manner or at all, and we may not price our new products at a favorable level;
SUMMARY
–2 2–


--- page 34 ---
 our research and development efforts may not yield the benefits that we expect;
 we are subject to risks associated with the overseas expansion of our business;
 we may fail to maintain or improve our market position or respond successfully to
changes in the competitive landscape;
 we are exposed to risks relating to the retention of our senior management, as well
as our ability to attract and retain qualified and experienced employees;
 we may be unable to execute our strategies effectively;
 we have a high concentration of customers;
 we may need additional capital for business growth, product development and
technology R&D programs and marketing efforts. If we are unable to raise capital
in a timely manner or on acceptable terms, or at all, we could incur losses and be
forced to delay, reduce or eliminate such efforts; and
 changes in international trade policies, geopolitics and trade protection measures,
export control and economic or trade sanctions may materially and adversely affect
our business, financial condition and results of operations.
RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE
After performing sufficient due diligence work that our Directors consider appropriate
and after due and careful consideration, our Directors confirm that, up to the date of this
prospectus, there has been no material adverse change in our financial or trading position or
prospects since September 30, 2025, being the end date of our latest audited financial
statements, and there is no event since September 30, 2025 that would materially affect the
information as set out in the Accountants’ Report in Appendix I to this prospectus.
With regard to the impact of the recent U.S. tariff and other trade restriction policies, all
the products exported and sold to our customers are exported from China and executed under
either Free On Board (“ FOB”) or Delivered At Place (“ DAP”), whereby the responsibility for
customs filing and clearance in the respective destination countries resides with our customers.
The majority of our overseas sales during the Track Record Period were to customers located
in the member states of the European Union (“ EU”). To our best knowledge and based on
public information, our customers generally paid less than 2% tariff on such products. As
advised by our German law advisor, the import of products, including lithium-ion battery
intelligent equipment and intelligent logistics equipment, is in principle free of permit
requirements, as expressed, for example, in Article 1 of the Regulation (EU) 2015/478. We also
export a relatively small amount of our products to North America, which accounted for less
SUMMARY
–2 3–


--- page 35 ---
than 1% of our total revenue in 2024. In addition, our planned U.S. service center will serve
as a local after-sales services center only with no R&D, manufacturing or independent
corporate functions, and we will dynamically adjust such plan considering the latest
geopolitical developments.
Notwithstanding the foregoing, international trade policies and trade restriction measures
are subject to frequent changes and evolving interpretation and enforcement, and may be
implemented or escalated on short notice. Such developments could directly or indirectly
increase costs, affect customer demand, delay customs clearance and delivery schedules, or
otherwise adversely affect our overseas sales and operations. Accordingly, while our Directors
are of the view that the impacts of the U.S. and EU tariffs on our operation were relatively
insignificant during the Track Record Period, we cannot assure that such impacts will remain
insignificant in the future. See “Risk Factors — Risks Relating to our Business and the Industry
in which we Operate — Changes in international trade policies, geopolitics and trade
protection measures, export control and economic or trade sanctions may materially and
adversely affect our business, financial condition and results of operations.”
As the last project(s) of the intended usage of the proceeds (raised through certain fund
raising activities in the A share market in 2019 and 2020) have been completed as of 31
December 2025 and there is a small portion of the proceeds (in the amount of approximately
RMB 16.5 million) unused, an extraordinary shareholders’ meeting of the Company (“ EGM”)
will be convened on February 13, 2026 to approve the application of such remaining proceeds
to supplement the working capital of the Company. The record date to ascertain the eligibility
of the Shareholders to attend and vote on the EGM is February 4, 2026, which is before the
Listing Date. Accordingly, only Shareholders who hold A Shares on the record date will be
eligible to attend and vote on the EGM.
DIVIDEND AND DIVIDEND POLICY
In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, we paid
dividends of approximately RMB781.9 million, RMB841.0 million, RMB533.3 million,
RMB533.3 million and RMB87.1 million, respectively. As of the Latest Practicable Date, all
these dividends have been fully paid to our Shareholders.
Pursuant to PRC laws and regulations, including the PRC Company Law ( ʕശɛ͏΍
‘), and the Articles of Association, in principle we target to declare dividends at
least once a year that account for not less than 20% of our distributable profits for that year,
conditional upon (i) we record profit in the current year and has a positive cumulative
undistributed profit, and (ii) there is a significant surplus of funds after meeting the capital
requirements for the our normal production and operations. We distribute dividends primarily
in the form of cash, but may also distribute dividends in the form of stocks or a combination
of cash and stocks. If dividends in any distribution consists of both cash and stocks, the cash
dividends shall comprise not less than 20% of such distribution. Any proposed distribution of
dividends is subject to the discretion of our Board and the approval of our Shareholders. Our
SUMMARY
–2 4–


--- page 36 ---
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.
OUR LISTING ON THE SHENZHEN STOCK EXCHANGE
Since 2015, our Company has been listed on the Shenzhen Stock Exchange. As of the
Latest Practicable Date, our Directors confirmed that we had no instances of material
non-compliance with the rules of the Shenzhen Stock Exchange and other applicable securities
laws and regulations of the PRC in any respects, and, to the best knowledge of our Directors
having made all reasonable enquiries, there was no material matter that should be brought to
the investors’ attention in relation to our compliance record on the Shenzhen Stock Exchange.
Our PRC Legal Advisor is of the view that the confirmation of our Directors above with regard
to our compliance record is accurate and reasonable. Based on the independent due diligence
conducted by the Joint Sponsors, nothing has come to the Joint Sponsors’ attention that would
cause them to disagree with our Directors’ confirmation with regard to the compliance records
of the Company on the Shenzhen Stock Exchange.
OUR CONTROLLING SHAREHOLDERS
As of the Latest Practicable Date, our Company was held as to (i) approximately 21.46%
by Lhasa Xindao, which was in turn held as to 94.00% by Mr. Wang, our executive Director,
chairman of the Board and general manager of our Company; (ii) approximately 4.43% by
Wuxi Y uxi, which was held as to (a) 99.96% by Wuxi Luojie; and (b) 0.04% by Wuxi Zhipu
(both of which were ultimately wholly-owned by Mr. Wang); and (iii) approximately 5.88% by
Shanghai Zhuoao, which was held as to (a) 16.94% by its general partner, Shanghai Yiwei,
whose general partner is Ms. Ni, (b) 70.56% by Shanghai Haochang, which is in turn wholly
owned by Mr. Wang, and (c) 0.44% by Shanghai Haoling, which is in turn wholly owned by
Ms. Ni. Separately, Mr. Wang also held approximately 0.56% direct interest in our Company.
Accordingly, our Controlling Shareholders, including Mr. Wang, Ms. Ni, Lhasa Xindao, Wuxi
Y uxi, Wuxi Luojie, Wuxi Zhipu, Shanghai Zhuoao, Shanghai Yiwei, Shanghai Haochang and
Shanghai Haoling, was collectively interested in approximately 32.33% of the issued share
capital of our Company as of the Latest Practicable Date.
Immediately following the completion of the Global Offering and assuming that the Offer
Size Adjustment Option and the Over-allotment Option are not exercised and no other changes
are made to the issued share capital of our Company between the Latest Practicable Date and
Listing, our Controlling Shareholders will hold in aggregate approximately 30.51% of the
issued share capital of our Company. Accordingly, Mr. Wang, Ms. Ni, Lhasa Xindao, Wuxi
Y uxi, Wuxi Luojie, Wuxi Zhipu, Shanghai Zhuoao, Shanghai Yiwei, Shanghai Haochang and
Shanghai Haoling will be our Controlling Shareholders immediately upon the Listing.
For further details about our Controlling Shareholders, see “Relationship with our
Controlling Shareholders”.
SUMMARY
–2 5–


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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
the section headed “Glossary of Technical Terms” in this prospectus.
“2021 Restricted Share Incentive
Scheme”
the 2021 restricted share incentive scheme of the
Company as adopted on October 8, 2021
“2022 Restricted Share Incentive
Scheme”
the 2022 restricted share incentive scheme of the
Company as adopted on October 10, 2022
“2023 Restricted Share Incentive
Scheme”
the 2023 restricted share incentive scheme of the
Company as adopted on October 16, 2023
“2024 Restricted Share Incentive
Scheme”
the 2024 restricted share incentive scheme of the
Company as adopted on October 18, 2024
“2025 Restricted Share Incentive
Scheme”
the 2025 restricted share incentive scheme of the
Company as adopted on October 16, 2025
“A Share(s)” ordinary share(s) issued by our Company, with a nominal
value of RMB1.00 each, which is/are subscribed for or
credited as paid in Renminbi and are listed for trading on
the Shenzhen Stock Exchange and are traded in Renminbi
“Accountants’ Report” the accountants’ report of our Company, the text of which
is set out in Appendix I to this prospectus
“affiliate” 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 of Association” or
“Articles”
the articles of association of our Company, conditionally
adopted on February 14, 2025 with effect from the
Listing Date, and as amended from time to time, a
summary of which is set out in Appendix V to this
prospectus
“Audit Committee” the audit committee of the Board
“Board” or “Board of Directors” the Board of directors of our Company
DEFINITIONS
–2 6–


--- page 38 ---
“Business day” or “business day” a day on which banks in Hong Kong are generally open
for normal banking business to the public and which is
not a Saturday, Sunday or public holiday in Hong Kong
“Capital Market Intermediaries” the capital market intermediaries named in the section
headed “Directors and Parties Involved in the Global
Offering” of this prospectus
“CCASS” the Central Clearing and Settlement System established
and operated by HKSCC
“China” or “PRC” the People’s Republic of China, but for the purpose of
this prospectus and for geographical reference only and
except where the context requires, references in this
prospectus to “China” and the “PRC” do not apply to
Hong Kong, Macau Special Administrative Region and
Taiwan, China
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of
Hong Kong), as amended, supplemented or otherwise
modified from time to time
“Companies (Winding up and
Miscellaneous Provisions)
Ordinance”
the Companies (Winding up and Miscellaneous
Provisions) Ordinance (Chapter 32 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified
from time to time
“Company”, “our Company” or
“the Company”
Wuxi Lead Intelligent Equipment Co., Ltd. ( ೌ፼΋ኬ౽
ʮ̡), a company established in the PRC
on April 30, 2002, the A Shares of which have been listed
on the Shenzhen Stock Exchange (stock code: 300450)
“Company Law” or
“PRC Company Law”
Company Law of the People’s Republic of China ( ʕശɛ
جas amended, supplemented or
otherwise modified from time to time
“Controlling Shareholder(s)” Mr. Wang, Ms. Ni, Lhasa Xindao, Wuxi Y uxi, Wuxi
Luojie, Wuxi Zhipu, Shanghai Zhuoao, Shanghai Yiwei,
Shanghai Haochang and Shanghai Haoling, collectively
the substantial shareholders of our Company; prior to the
Listing and as of the date of this Prospectus, Mr. Wang,
Ms. Ni, Lhasa Xindao, Wuxi Y uxi, Wuxi Luojie, Wuxi
Zhipu, Shanghai Zhuoao, Shanghai Yiwei, Shanghai
Haochang and Shanghai Haoling controlled more than
30% of the total voting rights in our Company, and upon
Listing, Mr. Wang, Ms. Ni, Lhasa Xindao, Wuxi Y uxi,
Wuxi Luojie, Wuxi Zhipu, Shanghai Zhuoao, Shanghai
Yiwei, Shanghai Haochang and Shanghai Haoling will
continue to remain as our Company’s controlling
shareholders
DEFINITIONS
–2 7–


--- page 39 ---
“CSRC” the China Securities Regulatory Commission ( ʕ਷ᗇՎ
ึ)
“Director(s)” director(s) of our Company
“EIT Law” Enterprise Income Tax Law of the People’s Republic of
China (جas amended,
supplemented or otherwise modified from time to time
“Exchange Participant(s)” a person: (a) who, in accordance with the Hong Kong
Listing Rules, may trade on or through the Hong Kong
Stock Exchange; and (b) whose name is entered in a list,
register or roll kept by the Hong Kong Stock Exchange as
a person who may trade on or through the Hong Kong
Stock Exchange
“Extreme Conditions” the occurrence of “extreme conditions” as announced by
any government authority of Hong Kong due to a super
typhoon or other natural disaster of a substantial scale
seriously affects the working public’s ability to resume
work or brings safety concern for a prolonged period
“FINI” “Fast Interface for New 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
“German Legal Advisor” Taylor Wessing, the German legal advisors of our
Company
“Global Offering” the Hong Kong Public Offering and the International
Offering
“Group,” “our Group,”
“we” or “us”
our Company and our subsidiaries from time to time, and
where the context requires, in respect of the period prior
to our Company becoming the holding company of its
present subsidiaries, such subsidiaries as if they were
subsidiaries of our Company at the relevant time
DEFINITIONS
–2 8–


--- page 40 ---
“Guangdong Beidao” Guangdong Beidao Intelligent Technology Co., Ltd. ( ᄿ
ʮ̡), a PRC subsidiary of ours
established on December 17, 2020
“Guide for New Listing
Applicants”
the Guide for New Listing Applicants, as published by
the Stock Exchange on November 29, 2023 and effective
on January 1, 2024, as amended or supplemented or
otherwise modified from time to time
“H Share(s)” overseas listed shares in the share capital of our Company
with nominal value of RMB1.00 each, which are to be
subscribed for and traded in HK dollars and are to be
listed on the Hong Kong Stock Exchange
“H Share Registrar” Computershare Hong Kong Investor Services Limited
“HK$” 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 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
“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
DEFINITIONS
–2 9–


--- page 41 ---
“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
PRC
“Hong Kong Listing Rules” or
“Listing Rules”
the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited (as amended
from time to time)
“Hong Kong Offer Shares” the 9,361,600 H Shares initially offered by our Company
for subscription at the Offer Price pursuant to the Hong
Kong Public Offering (subject to reallocation as
described in “Structure of the Global Offering” in this
prospectus)
“Hong Kong Public Offering” the offer of the Hong Kong Offer Shares for subscription
by the public in Hong Kong (subject to adjustment as
described in “Structure of the Global Offering” in this
prospectus) at the Offer Price (plus brokerage, SFC
transaction levy, AFRC transaction levy and Hong Kong
Stock Exchange trading fees), on and subject to the terms
and conditions described in this prospectus as further
described in “Structure of the Global Offering — Hong
Kong Public Offering” in this prospectus
“Hong Kong Stock Exchange” or
“Stock Exchange”
The Stock Exchange of Hong Kong Limited, a wholly-
owned subsidiary of Hong Kong Exchanges and Clearing
Limited
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering listed
in “Underwriting — Hong Kong Underwriters” in this
prospectus
“Hong Kong Underwriting
Agreement”
the underwriting agreement, dated February 2, 2026,
relating to the Hong Kong Public Offering and entered
into by, among others, our Company, the Joint Sponsors,
the Overall Coordinators and the Hong Kong
Underwriters, as further described in the section headed
“Underwriting — Underwriting Arrangements and
Expenses — The Hong Kong Public Offering — Hong
Kong Underwriting Agreement” in this prospectus
DEFINITIONS
–3 0–


--- page 42 ---
“IFRS” International Financial Reporting Standards, which
include standards, amendments and interpretations
promulgated by the International Accounting Standards
Board and the International Accounting Standards and
interpretation issued by the International Accounting
Standards Committee
“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 84,254,400 H Shares initially offered by our
Company for subscription pursuant to the International
Offering together with, where relevant, any additional
Shares which may be issued by our Company pursuant to
the exercise of the Offer Size Adjustment Option and the
Over-allotment Option (subject to reallocation as
described in “Structure of the Global Offering” in this
prospectus)
“International Offering” the offer of the International Offer Shares by the
International Underwriters at the Offer Price outside the
United States in offshore transactions in accordance with
Regulation S, and in the United States only to QIBs in
reliance on Rule 144A or any other available exemption
from registration under the US Securities Act, as further
described in “Structure of the Global Offering” in this
prospectus
“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 around February 9, 2026 by, among others, our
Company, the Joint Sponsors, the Overall Coordinators
and the International Underwriters in respect of the
International Offering, as further described in
“Underwriting — International Offering” in this
prospectus
“Jiangsu Andao Intelligent” Jiangsu Andao Intelligent Equipment Co., Ltd. ( Ϫᘽτኬ
ʮ̡), a PRC subsidiary of ours established
on December 25, 2020
DEFINITIONS
–3 1–


--- page 43 ---
“Jiangsu Lead Technology” Jiangsu Lead Technology Co., Ltd. (ʮ
̡), a PRC subsidiary of ours established on
December 17, 2020
“Jiangsu Qingdao Intelligent” Jiangsu Qingdao Intelligent Equipment Co., Ltd. ( Ϫᘽ૫
ʮ̡), a PRC subsidiary of ours
established on December 14, 2020
“Joint Bookrunners” the joint bookrunners named in the section headed
“Directors and Parties Involved in the Global Offering”
of this prospectus
“Joint Global Coordinators” the joint global coordinators named in the section headed
“Directors and Parties Involved in the Global Offering”
of this prospectus
“Joint Lead Managers” the joint lead managers named in the section headed
“Directors and Parties Involved in the Global Offering”
of this prospectus
“Joint Sponsors” the joint sponsors named in the section headed “Directors
and Parties Involved in the Global Offering” of this
prospectus
“Latest Practicable Date” January 26, 2026, being the latest practicable date for the
purpose of ascertaining certain information contained in
this prospectus prior to its publication
“Lhasa Xindao” Lhasa Xindao V enture Capital Co., Ltd. (ኬ௴ุҳ
ʮ̡), a limited liability company established in
the PRC held as to 94.00% by Mr. Wang, and a member
of our Controlling Shareholders
“Listing” 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 Wednesday,
February 11, 2026, on which our H Shares are listed and
from which dealings therein are first permitted to take
place on the Hong Kong Stock Exchange
“Macau” the Macau Special Administrative Region of the PRC
DEFINITIONS
–3 2–


--- page 44 ---
“Main Board” the stock market (excluding the option market) operated
by the Stock Exchange which is independent from and
operated in parallel with the Growth Enterprise Market of
the Stock Exchange
“Ministry of Finance” or “MOF” the Ministry of Finance of the PRC (݁
௅)
“MOFCOM” Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ
௅)
“Mr. Wang” Mr. Wang Y anqing ( ˮዲ૶), our executive Director,
chairman of the Board, the general manager and a
member of our Controlling Shareholders
“Ms. Ni” Ms. NI Y alan (ԭᚆ), spouse of Mr. Wang and a
member of our Controlling Shareholders
“NDRC” the National Development and Reform Commission of
the PRC (ึ)
“Nomination Committee” the nomination committee of the Board
“NPC” the National People’s Congress of the PRC ( ʕശɛ͏΍
ɽึ)
“Offer Price” the final price per Offer Share in Hong Kong dollars
(exclusive of brokerage fee of 1%, SFC transaction levy
of 0.0027%, AFRC transaction levy of 0.00015% and
Hong Kong Stock Exchange trading fee of 0.00565%) at
which Hong Kong Offer Shares are to be subscribed, to
be determined in the manner further described in
“Structure of the Global Offering — Pricing and
Allocation” in this prospectus
“Offer Share(s)” the Hong Kong Offer Shares 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 Offer Size Adjustment Option and the
Over-allotment Option
DEFINITIONS
–3 3–


--- page 45 ---
“Offer Size Adjustment Option” the option exercisable by our Company under the
International Underwriting Agreement, pursuant to which
the Company may issue and allot up to an aggregate of
14,042,400 additional H Shares (representing
approximately 15.0% of the Offer Shares initially offered
under the Global Offering) at the Offer Price to cover
excess demand in the International Offering, without
being subject to any reallocation mechanism
“Over-allotment Option” the option expected to be granted by our Company to the
International Underwriters, exercisable by the Overall
Coordinators (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
14,042,400 additional H Shares (representing in
aggregate approximately 15.0% 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 16,148,700 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 “Structure of the
Global Offering” in this prospectus
“Overall Coordinators” the overall coordinators named in the section headed
“Directors and Parties Involved in the Global Offering”
of this prospectus
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the central
bank of the PRC
“PRC GAAP” generally accepted accounting principles of PRC
“PRC Legal Advisor” Allbright Law Offices, the PRC legal advisors of our
Company
“Price Determination Agreement” the agreement to be entered into by the Overall
Coordinators (for themselves and on behalf of the
Underwriters) and our Company on the Price
Determination Date to record and fix the Offer Price
DEFINITIONS
–3 4–


--- page 46 ---
“Price Determination Date” the date, expected to be on or before Monday, February 9,
2026 (Hong Kong time) on which the Offer Price is
determined, or such later time as the Overall
Coordinators (for themselves and on behalf of the
Underwriters) and our Company may agree, but in any
event no later than Monday, February 9, 2026
“prospectus” or “Prospectus” this prospectus being issued in connection with the Hong
Kong Public Offering
“province” a province or, where the context requires, a provincial
level autonomous region or municipality, under the direct
supervision of the central government of the PRC
“QIB” or “Qualified Institutional
Buyer”
a qualified institutional buyer within the meaning of Rule
144A
“Regulation S” Regulation S under the US Securities Act
“Remuneration and Appraisal
Committee”
the remuneration and appraisal committee of the Board
“Restricted Share(s)” type II restricted share(s) granted under the Restricted
Share Incentive Schemes, each represents the right to
subscribe for one A Share of our Company at the grant
price upon vesting
“Restricted Share Incentive
Scheme(s)”
the 2021 Restricted Share Incentive Scheme, the 2022
Restricted Share Incentive Scheme, the 2023 Restricted
Share Incentive Scheme and the 2024 Restricted Share
Incentive Scheme, each a Restricted Share Incentive
Scheme and collectively the Restricted Share Incentive
Schemes
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“Rule 144A” Rule 144A under the US Securities Act
“SAC” the Securities Association of China ( ʕ਷ᗇՎุ՘ึ)
“SAFE” the State Administration of Foreign Exchange of the PRC
(̮ි၍ଣ҅)
DEFINITIONS
–3 5–


--- page 47 ---
“SASAC” State-owned Assets Supervision and Administration
Commission of the State Council ( ਷ਕ৫਷Ϟ༟ପ္ຖ
ึ)
“SA T” the State Administration of Taxation of the PRC ( ʕശɛ
೼ਕᐼ҅)
“Securities and Futures
Ordinance” or “SFO”
the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong), as amended, supplemented or
otherwise modified from time to time
“Securities Law” the Securities Law of the People’s Republic of China ( ʕ
جas amended, supplemented or
otherwise modified from time to time
“SFC” the Securities and Futures Commission of Hong Kong
“Shanghai Haochang” Shanghai Haochang Information Technology Center ( ɪ
Ҧʕː), a company established in the PRC
wholly owned by Mr. Wang, and a member of our
Controlling Shareholders
“Shanghai Haoling” Shanghai Haoling Electronic Technology Center ( ɪऎᚦ
Ҧʕː), a company established in the PRC
wholly owned by Ms. Ni, and a member of our
Controlling Shareholders
“Shanghai Lead Huineng” Shanghai Lead Huineng Technology Co., Ltd. ( ɪऎ΋ኬ
ʮ̡), a PRC subsidiary of ours established
on March 9, 2021
“Shanghai Stock Exchange” the Shanghai Stock Exchange (ה׸)
Shanghai Yiwei” Shanghai Yiwei Information Technology Center (Limited
Partnership) (Ҧʕː(Υྫ)), a
limited partnership established under the laws of the PRC
whose general partner is Ms. Ni, and a member of our
Controlling Shareholders
“Shanghai Zhuoao” Shanghai Zhuoao Enterprise Management Partnership
(Limited Partnership) ( ɪऎՙ቉Άุ၍ଣΥྫΆุ(ࠢ
Υྫ)), a limited partnership established under the laws
of the PRC and a member of our Controlling
Shareholders
DEFINITIONS
–3 6–


--- page 48 ---
“Share(s)” ordinary shares in the capital of our Company with a
nominal value of RMB1.00 each, comprising A Shares
and H Shares
“Shareholders(s)” holder(s) of the Share(s)
“Shenzhen Stock Exchange” the Shenzhen Stock Exchange (ה׸)
Sponsor-Overall Coordinators” the sponsor-overall coordinators named in the section
headed “Directors and Parties Involved in the Global
Offering” of this prospectus
“Stabilizing Manager” J.P . Morgan Securities (Asia Pacific) Limited
“State Council” State Council of the People’s Republic of China ( ʕശɛ
͏΍ձ਷਷ਕ৫)
“Strategy Committee” the strategy committee of the Board
“subsidiary(ies)” has the meaning ascribed to it in section 15 of the
Companies Ordinance
“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 years ended December 31, 2022, 2023, 2024 and
the nine months ended September 30, 2025
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the
International Underwriting Agreement
“US” or “United States” the United States of America, its territories, its
possessions and all areas subject to its jurisdiction
“US Securities Act” the United States Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder
“US$” or “US dollars” United States dollars, the lawful currency of the United
States
DEFINITIONS
–3 7–


--- page 49 ---
“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 the White Form
eIPO Service Provider at www.eipo.com.hk
“White Form eIPO Service
Provider”
Computershare Hong Kong Investor Services Limited
“Wuxi Guangdao” Wuxi Guangdao Precision Technology Co., Ltd. ( ೌ፼Έ
ʮ̡), a PRC subsidiary of ours
established on December 14, 2020
“Wuxi Luojie” Wuxi Luojie Investment Partnership (Limited
Partnership) (ҳ༟ΥྫΆุ(Υྫ)), a
limited partnership established in the PRC which is in
turn held as to (i) 99.00% by Mr. Wang as a limited
partner; and (ii) 1.00% by Wuxi Zhipu as its general
partner, and a member of our Controlling Shareholders
“Wuxi Y uxi” Wuxi Y uxi Technology Co., Ltd. (ʮ
̡), a limited liability company established in the PRC
which is held as to (i) 99.96% by Wuxi Luojie and (ii)
0.04% by Wuxi Zhipu (both of which are ultimately
wholly-owned by Mr. Wang), and a member of our
Controlling Shareholders
“Wuxi Zhipu” Wuxi Zhipu Investment Co., Ltd. (ʮ
̡), a limited liability company established in the PRC
wholly-owned by Mr. Wang, and a member of our
Controlling Shareholders
“Zhuhai Titan” Zhuhai Titan New Power Electronics Co., Ltd. ( मऎइվ
ʮ̡), a PRC subsidiary of ours
established on February 24, 2014
“%” per cent
In this prospectus, the terms “associate,” “close associate,” “connected person,” “core
connected person,” “connected transaction” and “substantial shareholder” shall have the
meanings given to such terms in the Hong Kong Listing Rules, unless the context otherwise
requires.
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.
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.
DEFINITIONS
–3 8–


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In this document, unless the context otherwise requires, explanations and definitions
of certain terms used in this document in connection with our Group and our business
shall have the meanings set out below. The terms and their meanings may not correspond
to standard industry meanings or usage of these terms.
“0BB” Zero busbar
“3C” computer, communication and consumer electronics
“3D” three-dimensional
“real-time 3D stereo vision ” a system to perceive and interpret three-dimensional
structures and environments by processing visual
information from two or more cameras simultaneously
“AI” artificial intelligence
“AGV” automated guided vehicles
“BC” an advanced PV system design that enables solar modules
to capture solar irradiance from both the front and rear
surfaces
“BPP” bipolar plate
“BSG” borophosphosilicate glass
“CCD” charge-coupled device
“CNC” computer numerical control
“CRM” customer relationship management
“CTC” cell-to-chassis
“CTP” cell-to-pack
“digital twin ” a digital representation of a physical object, person, or
process that is contextualized in a digital version of its
environment
“EPC” electronic power control
GLOSSARY OF TECHNICAL TERMS
–3 9–


--- page 51 ---
“ERP” enterprise resource planning
“ETO” engineering-to-order, a production approach
characterized by: (i) engineering activities need to be
added to production lead time; and (ii) upon receipt of a
customer order, the order engineering requirements and
specifications are not known in detail
“EV”o r“ electric vehicle ” new energy vehicles, mainly comprising of battery
electric vehicles and plug-in hybrid electric vehicles
“EV battery ” lithium-ion battery used in EVs
“fragmentation rate ” the percentage or frequency at which a particular
resource, asset, or unit is divided into smaller, less
cohesive parts within a specified timeframe
“GDL” gas diffusion layer
“GFA” gross floor area
“GW” gigawatt
“GWh” gigawatt hours
“HJT” heterojunction
“IBC” interdigitated back contact
“intelligent equipment ” devices or machinery integrated with advanced
technologies such as machine learning, sensors and
connectivity features, which allow the equipment to
perform tasks autonomously or with minimal human
intervention
“ISO9001 ” International Quality Management System, which
released by ISO (International Organization for
Standardization)
“m
2”o r“ sq.m. ” square meter
“MBB” multi-bus bar
“MEA” membrane electrode
GLOSSARY OF TECHNICAL TERMS
–4 0–


--- page 52 ---
“MES” manufacturing execution system
“N-type BC cell ” A type of PV cells utilizing a semiconductor material
doped with donor impurities, such as phosphorus
“OOP” order oriented project, an R&D process centered around
the needs and preferences of customers’ orders under the
ETO business model, aiming to design products that are
immediately applicable in customer specific scenarios.
Initiated directly by customer requirements, the OOP
outcome is typically customized to meet specific client
needs. At the outset of the process, customers define the
scope and objectives of the projects and remain engaged
throughout the OOP to ensure that the R&D outcomes
align with their precise specifications and are scalable
upon acceptance
“PACK” battery pack
“PC” personal computer
“PECVD ” Plasma-Enhanced Chemical V apor Deposition, an
advanced thin-film deposition technique utilized to
synthesize high-quality material coatings on a variety of
substrates
“PEM” polymer-electrolyte membrane
“PERC ” passivated emitter and rear cell
“PLC” programmable logic controller
“PPM” parts per million
“PSG” phosphosilicate glass
“PV” photovoltaic
“P-type BC cell ” A type of PV cells utilizing semiconductor material
primarily doped with acceptor impurities, such as boron
“SE” selective emitter, a fabrication technique used in the
production of high-efficiency solar cells
GLOSSARY OF TECHNICAL TERMS
–4 1–


--- page 53 ---
“SMBB ” SuperMulti-Busbar
“Solid electrolyte ” A new type of electrolyte in which the electrolyte
changes from liquid to solid. According to the content of
the electrolyte, it is divided into semi-solid electrolyte,
all-solid electrolyte, etc.
“Solid-state battery ” batteries that use solid electrodes and a solid electrolyte
“SRM” supplier relationship management
“TOP” technology oriented project, an R&D process with a
focus on continuously enhancing and optimizing product
performance while introducing new functionalities to
existing products, which is dedicated to advancing
technical innovation and establishing a robust
technological reserve to address future demands and
support proactive iterations of our existing products
“TOPCon ” tunnel oxide passivated contact
“V” Basic unit of voltage
“xBC” x back contact
“°C” Degree Celsius, the unit of temperature measurement on
the Celsius scale
GLOSSARY OF TECHNICAL TERMS
–4 2–


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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 includes forward-looking statements. All statements other than
statements of historical facts contained in this prospectus, including, without limitation, those
regarding our future financial position, our strategy, plans, objectives, goals, targets and future
developments in the markets where we participate or are seeking to participate, and any
statements preceded by, followed by or that include the words “believe,” “expect,” “estimate,”
“predict,” “aim,” “intend,” “will,” “may,” “plan,” “consider,” “anticipate,” “seek,” “should,”
“could,” “would,” “continue,” or similar expressions or the negative thereof, are forward-
looking statements. These forward-looking statements involve known and unknown risks,
uncertainties and other factors, some of which are beyond our control, which may cause our
actual results, performance or achievements, or industry results, to be materially different from
any future results, performance or achievements expressed or implied by the forward-looking
statements. These forward-looking statements are based on numerous assumptions regarding
our present and future business strategies and the environment in which we will operate in the
future. Important factors that could cause our actual performance or achievements to differ
materially from those in the forward-looking statements include, among other things, the
following:
 our ability to successfully implement our business plans and strategies;
 future developments, trends and conditions in the industry and markets in which we
operate or into which we intend to expand;
 general political and economic conditions of jurisdictions in which we operate;
 our business operations and prospects;
 our capital expenditure plans;
 weather, natural disasters and climate change;
 the actions and developments of our competitors;
 our financial condition and performance;
 capital market developments;
 our dividend policy;
 any changes in the laws, rules and regulations of the central and local governments
in the PRC and other relevant jurisdictions and the rules, regulations and policies of
the relevant governmental authorities relating to all aspects of our business and
business plans; and
 various business opportunities that we may pursue.
FORW ARD-LOOKING STATEMENTS
–4 3–


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You should carefully consider all of the information in this prospectus, including the
risks and uncertainties described below, before making an investment in our H Shares.
The following is a description of what we consider to be our material risks. Any of the
following risks could have a material adverse effect on our business, financial condition
and results of operations. In any such case, the market price of our H Shares could
decline, and you may lose all or part of your investment.
These factors are contingencies that may or may not occur , and we are not in a
position to express a view on the likelihood of any such contingency occurring. The
information given is as 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 THE INDUSTRY IN WHICH WE
OPERATE
We have experienced deteriorating changes in our financial performance during the
Track Record Period.
We have experienced fluctuation in our financial performance in recent years. In the years
ended December 31, 2022, 2023, 2024 and the nine months ended September 30, 2024 and
2025, our revenue was RMB13,836.1 million, RMB16,483.3 million, RMB11,773.4 million,
RMB9,038.4 million and RMB10,387.5 million, respectively, and our gross profit was
RMB5,065.1 million, RMB5,393.5 million, RMB3,537.5 million, RMB3,172.3 million and
RMB3,204.6 million, respectively. Our gross profit margin declined from 36.6% in 2022 to
32.7% in 2023 and further to 30.0% in 2024, and then declined from 35.1% in the nine months
ended September 30, 2024 to 30.9% in the nine months ended September 30, 2025. During the
same periods, our net profit for the year/period was RMB2,318.1 million, RMB1,770.8 million,
RMB268.0 million, RMB587.0 million and RMB1,161.3 million, respectively. In the years
ended December 31, 2022, 2023, 2024 and the nine months ended September 30, 2024 and
2025, our EBITDA (non-IFRS measure) was RMB2,749.6 million, RMB2,199.3 million,
RMB495.8 million, RMB881.6 million and RMB1,654.6 million, respectively.
Our average acceptance period more than doubled during the Track Record Period, from
approximately six to ten months in 2022 and 2023 to more than 15 months in 2024, and
decreased to less than 13 months in the nine months ended September 30, 2025. Our trade
receivables turnover days increased from 138.6 days in 2022 to 179.3 days in 2023 and further
increased to 284.8 days in 2024, primarily as an increase in trade receivable balance caused by
the prolonged payment from certain downstream customers, which can be attributed to their
taking additional time to manage their financial commitments effectively during their
industries’ downturn, which led to a delay in their payment schedules. Our trade receivables
turnover days decreased from 284.8 days in 2024 to 220.6 days in the nine months ended
September 30, 2025, primarily due to the recovery of the lithium battery industry and the
normalization of production, which improved customers’ payment capacity, as well as our
improved efforts on collection of trade receivables.
RISK FACTORS
–4 4–


--- page 56 ---
As a result of the slow increase in revenue in 2023 and the decrease in revenue in 2024,
which are primarily attributable to the prolonged customer acceptance time, and the increased
trade receivable turnover days resulting from the prolonged payment from certain downstream
customers, we recorded operating cash outflow in 2023 and 2024. The material adverse change
in our financial performance may continue in the future. See “Financial Information —
Y ear-to-Y ear Comparison of Results of Operations,” “Financial Information — Discussion of
Certain Key Balance Sheet Items — Trade Receivables and Other Receivables,” and “Financial
Information — Liquidity and Capital Resources — Net Cash (Used in)/Generated from
Operating activities.” See “Financial Information”.
The extended customer acceptance period, competitive pricing pressures, inventory
write-down assessment and production-related costs and ongoing R&D investments create
ongoing challenges to profitability. We believe that our ability to improve margins and
profitability and expand our sales, will depend upon, among other factors, our ability to address
the challenges, risks, and difficulties described elsewhere in this “Risk Factors” section. We
cannot provide assurance that we will be able to successfully manage any such challenges or
risks to our future growth and recovery our business performance to previous levels. Any of
these factors could cause our revenue to further decline and may adversely affect our margins
and profitability.
We historically experienced fluctuations in our cash flow from operating activities.
We have historically experienced fluctuations in our cash flows from our operating
activities. For the years ended December 31, 2022, 2023 and 2024, we recorded a net operating
cash inflow of RMB1,694.0 million and net operating cash outflow RMB880.5 million and
RMB1,567.1 million, respectively. We recorded net operating cash outflow of RMB2,915.6
million and net operating cash inflow of RMB3,835.2 million for the nine months ended
September 30, 2024 and 2025, respectively. See “Financial Information — Liquidity and
Capital Resources — Net Cash (Used in)/Generated from Operating activities.”
Our ability to generate sufficient operating cash flow depends on many factors, such as
the ability to carry on our business activities in an efficient manner, the ability to effectively
manage customers’ payment of accounts receivables, the extended inspection processes by our
customers, changes in general market conditions and the regulatory environment and
competition in certain sectors in which we operate. Any adverse change in any of these factors,
which may be out of our control, may create capital shortfall and could adversely affect our
liquidity. There is no assurance that our operating activities will be able to generate sufficient
cash flow to satisfy our capital and liquidity needs at all times, or even at all.
If our business fails to provide stable and sufficient cash, we will need to resort to
external financing to satisfy our liquidity needs, which could expose us to additional credit
risk. We may not be able to achieve or sustain net operating cash inflows, which may adversely
affect our performance. Even if we achieve net operating cash inflows, such inflows may not
be sufficient to satisfy our anticipated capital expenditures and other cash needs. If we record
net operating cash outflows, our repayment capability may be adversely affected.
RISK FACTORS
–4 5–


--- page 57 ---
We are subject to heightened risks of prolonged acceptance period and unfavorable
payment terms.
Our business operations face challenges due to extended customer acceptance periods and
unfavorable payment terms, which have adversely affected our cash flow position, working
capital management, and overall financial performance. The average acceptance period for our
products more than doubled during the track record period, increasing from approximately six
to ten months in 2022 and 2023 to more than 15 months in 2024, and decreased in the nine
months ended September 30, 2025 to less than 13 months. This prolonged acceptance cycle has
created substantial operational and financial strain, with no assurance that further extensions
will not occur.
The extended acceptance periods have directly caused our revenue decrease, which
contributed to deteriorating cash flow conditions. This negative trend reflects the structural
mismatch between our cash outflows for upfront order fulfillment costs — including raw
material procurement and manufacturing expenses — and delayed cash inflows due to
customer payment cycles. See “— We historically experienced fluctuations in our cash flow
from operating activities.” Our inventory management has also been severely impacted by
these extended acceptance periods. Inventory turnover days increased from 419.9 days in 2022
to 421.5 days in 2023, then to 593.6 days in 2024 and then to 540.5 days in the nine months
ended September 30, 2025. The growing inventory balance — from RMB12,405.4 million in
2022 to RMB13,580.0 million in 2024 — reflects the accumulation of undelivered or
unaccepted goods, tying up substantial working capital. Given that full payment for delivered
goods is typically received only after customer acceptance or warranty expiration, further
extensions in acceptance periods could exacerbate liquidity constraints. The combination of
delayed customer payments and rising inventory levels results in increased inventory
write-downs, which grew from RMB114.9 million in 2022 to RMB411.5 million in 2023 and
RMB548.7 million in 2024, and increased from RMB84.9 million to RMB170.4 million in the
nine months ended September 30, 2024 and 2025, respectively. These provisions reflect both
actual losses and prudent assessments of slow-moving inventory, further pressuring
profitability.
The concentration of customers in our key industries — including EV batteries, energy
storage, and PV — amplifies these risks, as large customers exert significant bargaining power
to extend acceptance and payment terms, particularly during market downturns. There is no
guarantee that these trends will reverse, and further deterioration in customer payment
behavior or additional acceptance delays could materially affect our liquidity, working capital
efficiency, and financial stability and in turn adversely affect our business operations and
financial performance.
RISK FACTORS
–4 6–


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We are subject to risks related to our long cash conversion cycle and significant working
capital requirements.
Our business is working capital intensive. We typically commit cash resources as projects
progress, including for procurement of raw materials and components and production and
project execution, while cash receipts from customers are generally received over an extended
period under staged payment arrangements. Customers are generally required to pay (i)
approximately 30% of the total contractual amount after signing of the sales contract, (ii)
approximately 30% when the products are ready for shipment, (iii) approximately 30% upon
completion of installation and testing and receipt of signed acceptance and (iv) approximately
10% upon expiry of the warranty period. For overseas customers, we usually require settlement
of approximately 60% to 80% of the total contractual amount when the products are ready for
shipment. As a result, our cash receipts may lag behind our cash expenditures, particularly
where a greater proportion of consideration is received only at later milestones such as
installation and testing, acceptance and expiry of the warranty period, or where project
schedules extend.
During the Track Record Period, our inventory turnover days remained high at 419.9
days, 421.5 days, 593.6 days and 540.5 days in 2022, 2023 and 2024 and the nine months ended
September 30, 2025, respectively. The relatively long inventory turnover days during the Track
Record Period was primarily due to our revenue recognition policy for revenue from the sales
of intelligent equipment, which is only recognized upon receipt of customer acceptance. Goods
that have already been delivered remain recorded as inventory until customer acceptance is
confirmed, resulting in a significant amount of inventory being held on the balance sheet,
thereby extending the inventory turnover period. In addition, our trade receivable turnover days
were generally longer than our trade payable turnover days. Our trade receivable turnover days
were 138.6 days, 179.3 days, 284.8 days and 220.6 days in 2022, 2023 and 2024 and the nine
months ended September 30, 2025, respectively, while our trade payable turnover days were
182.7 days, 134.0 days, 170.5 days and 146.9 days during the same periods, respectively.
Accordingly, our cash conversion cycle, calculated as inventory turnover days plus trade
receivable turnover days minus trade payable turnover days, was approximately 375.8 days in
2022, 466.8 days in 2023, 707.9 days in 2024 and 614.2 days in the nine months ended
September 30, 2025. These factors indicate that the time required for us to convert inventories
and receivables into cash may be extended, and we may be required to maintain substantial
working capital to support our operations.
If our inventory turnover days or trade receivable turnover days increase or remain high,
if our trade payable turnover days shorten, or if the timing of staged payments shifts further
toward later milestones such as acceptance or expiry of the warranty period, our cash
conversion cycle may remain prolonged or lengthen further. Any such developments could
increase pressure on our liquidity and cash flow, limit financial flexibility in funding
procurement, production and project execution, and adversely affect our business, financial
condition and results of operations.
RISK FACTORS
–4 7–


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We are subject to inventory management risk.
Our inventories comprise raw materials, work-in-progress, finished products and goods
delivered. For details of our inventory and inventory management policies, see “Our Business
— Inventory Management and Logistics.” As of December 31, 2022, 2023, 2024 and
September 30, 2025, the balance of our inventories amounted to approximately RMB12,405.4
million, RMB13,207.0 million, RMB13,580.0 million and RMB14,862.4 million, respectively.
Our inventory turnover days increased from at 419.9 days in 2022 to 421.5 days in 2023, then
increased to 593.6 days in 2024, and then to 540.5 days in the nine months ended September
30, 2025. Such increases were primarily due to the relatively long acceptance period of our
customers. Our average acceptance period more than doubled during the Track Record Period,
from approximately six to ten months in 2022 and 2023 to more than 15 months in 2024 and
then decreased to less than 13 months in the nine months ended September 30, 2025. There is
no guarantee that the acceptance period of our customers will not be further extended due to
any factors beyond our control. Any significant increase in inventory turnover days may
indicate inefficiencies in our inventory management and could adversely affect our liquidity
and working capital. Despite the fact that we generally receive partial payment for these goods
delivered before delivery to our customers, the full payment may only be received after our
customers have tested and accepted our products or even upon expiry of the warranty period
pursuant to our contracts. Since the product testing and acceptance period of our products are
relatively long, if there are any adverse changes in the market in which our customers operate,
we may not be able to receive the full payment for the goods delivered from our customers. We
regularly review our inventories to identify items with low sales or usage value and make
impairment provisions accordingly. We further assess inventories based on the lower of cost or
net realizable value to make any additional impairment provisions. For the years ended
December 31, 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, the
write-down of inventories was approximately RMB114.9 million, RMB411.5 million,
RMB548.7 million, RMB84.9 million and RMB170.4 million. If any substantial impairment
provisions are to be taken, our business, results of operations, financial condition and prospects
may be adversely affected.
We are subject to credit risks related to our customers, and any significant default or
delay in settlement of our trade receivables may affect our business, prospects, financial
condition and results of operations.
We are exposed to credit risks related to our customers. As of December 31, 2022, 2023,
2024 and September 30, 2025, our trade receivables were RMB7,470.8 million, RMB11,501.0
million, RMB10,972.5 million and RMB10,292.0 million, respectively. Our trade receivables
turnover days increased from 138.6 days in 2022 to 179.3 days in 2023, and further increased
to 284.8 days in 2024, and decreased to 220.6 days in the nine months ended September 30,
2025, primarily due to the recovery of the lithium battery industry and the resumption of
production, which improved customers’ payment capacity, as well as our increased efforts in
collection of trade receivables. Our impairment for trade receivables for the years ended
December 31, 2022, 2023, 2024 and the nine months ended September 30, 2024 and our
impairment for trade receivables reversed for the nine months ended September 30, 2025 were
RISK FACTORS
–4 8–


--- page 60 ---
approximately RMB446.1 million, RMB729.5 million, RMB594.2 million, RMB534.5 million
and RMB218.8 million, respectively. See “Financial Information — Discussion of Certain Key
Balance Sheet Items — Trade Receivables and Other Receivables.”
Our trade receivable balance may continue to grow alongside our normal course of
business, which may increase our risks for uncollectible receivables. If any of our customers
experience financial difficulties in settling the trade receivables due to factors beyond their
control such as adverse changes in the competitive landscape and government policies of the
industries in which they operate, our corresponding trade receivables recoverability might be
adversely affected. If we are unable to collect our trade receivables from our customers in a
timely manner per contractual terms or at all, or if there are any material delays in payment by
our customers, our liquidity and cash management will be materially and adversely affected,
which, in turn, might affect our business, financial condition and results of operation.
Our ability to meet our financial obligations largely depends on the ability of our
customers to fulfill their payment obligations to us. This, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory and other factors that are
beyond our control. If we encounter difficulties in generating sufficient cash to repay our
outstanding financial liabilities, our liquidity, business, results of operations and financial
condition may be adversely affected, and we may not be able to expand our business.
We face risks associated with customer order cancellations that may adversely affect our
financial performance.
Our business is exposed to risks arising from customer order cancellations, which have
resulted in financial impacts during the Track Record Period. In 2022, 2023, 2024 and the nine
months ended September 30, 2025, the aggregate value of cancelled orders amounted to
RMB248.4 million, RMB238.0 million, RMB605.4 million and RMB307.5 million,
respectively, representing 1.8%, 1.4%, 5.1% and 3.0% of our total revenue for each
corresponding year or period. The cancellation primarily reflects growing challenges in our
operating environment.
While we may make adjustments to the cancelled equipment and resale, the equipment
may not be entirely suitable and there might be certain ancillary costs during the resale process,
which could result in losses. Customer order cancellations thus create multiple operational
challenges, including inventory impairment risks, working capital pressures, and production
capacity underutilization. Our exposure is particularly acute given our reliance on concentrated
customer bases in cyclical industries. These cancellation risks, combined with other
operational challenges described herein, may continue to materially impact our financial
performance.
RISK FACTORS
–4 9–


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The development of regulations, policies and regulatory requirements in the PRC and
overseas regarding lithium-ion battery manufacturing equipment and new energy
vehicles may affect our business operations and prospects.
Our business faces severe threats from decreasing demand, favorable government policy
reversals, and global trade hostility. Our lithium-ion battery intelligent equipment is used in the
production of lithium-ion batteries which are used in the production of new energy vehicles,
energy storage and 3C products. The development of regulations or changes in policies and
regulatory requirements in the PRC and overseas regarding lithium-ion battery manufacturing
equipment, new energy vehicles, energy storage and 3C products may affect our business
operations and prospects. In particular, Government subsidies for NEVs and lithium-ion
batteries in China and overseas have been scaled back, and further reductions could slow
market growth. If the demand for lithium-ion batteries or new energy vehicles decreases due
to the rapid withdrawal of government support across major markets, the demand for our
lithium-ion battery intelligent equipment will decrease accordingly. Additionally,
overcapacities in our downstream customers’ industries such as lithium-ion battery production
and NEV markets have led to reduced industry investment, further adversely affect demand for
our lithium-ion battery intelligent equipment.
Despite the fact that we have enjoyed various favourable policies in the PRC encouraging
the development of both our industries and the new energy industries in the past, subsidies for
NEVs and lithium-ion batteries in China and overseas have been drastically scaled back in
recent years, and further reductions could slow market growth to a standstill. See “Regulatory
Overview — Main Laws and Regulations of the Industry and Industrial Policies.” Meanwhile,
foreign governments actively undermine Chinese manufacturers. Furthermore, other major
economies have also adopted various initiatives and plans to incentivize the usage of new
energy vehicles but exclusively for domestic producers; for example, in June 2020, the German
government adopted a recovery and resilience plan to allow subsidies to purchase decarbonized
vehicles (excluding Chinese-made models); and in July 2020, the UK government adopted the
UK vehicle scrappage scheme to provide a subsidy to car owners if they replace their existing
fuel models with new energy models (subject to local content rules); the U.S. Senate passed the
Clean Energy for America Act in May 2021 to provide a tax incentive to new energy vehicle
automotive manufacturers and consumer cash rebates for new energy vehicles; only if
assembled in North America. Despite these policies and regulations may stimulate the growth
of the lithium-ion battery market, they also deliberately exclude Chinese players. Furthermore,
a recent series of U.S. executive orders were passed to reverse certain energy policies,
primarily in favor of traditional energy sources such as oil, gas and coal. There can be no
assurance that these and future policies will not affect the supply of and demand for new energy
sources provided by our customers and the new energy industry as a whole, which, if they do,
could adversely impact our business and prospects. Additionally, recent trade policies,
including tariffs on Chinese-made batteries and NEVs in markets such as the U.S. and EU, are
of great uncertainty. If the trade barriers further escalates, it could diminish the
competitiveness of us and our downstream customers which will in turn materially and
adversely affect our business, financial condition and results of operations and future
prospects.
RISK FACTORS
–5 0–


--- page 62 ---
New legislations or changes in the PRC and overseas regulatory requirements regarding
the new energy vehicle market may affect our business, financial condition, results of
operations and prospects. There is no guarantee that favorable industry policies or regulatory
requirements may continue to exist, or that unfavorable policies or regulatory requirements
will not be enacted and implemented in the future. In particular, risks such as overcapacity in
lithium battery production, declining subsidies, and trade barriers could amplify these
challenges. We may need to change or adapt our business focus from time to time in response
to the new rules and regulations regarding the end markets of our products, but we may not be
able to do so in a timely and efficient manner. Failure to do so may materially and adversely
affect our business, financial condition and results of operations and future prospects.
Factors that adversely affect the industries in which our customers operate may reduce
our downstream demand and our business, financial condition and results of operations
may be thereby materially and adversely affected.
Our customers predominantly operate in different sectors of the new energy industry.
Driven by the objectives of achieving carbon neutrality and ensuring energy security, and
bolstered by supportive government policies, our customers have continuously expanded their
production capacity. Notably, this expansion has been particularly pronounced in PV and
lithium-ion battery sectors. Concurrently, an influx of capital and new enterprises into the new
energy industry has resulted in a substantial increase in new production capacity and,
consequently, heightened market competition. Market indicators suggest emerging capacity
surpluses in several new energy segments as additional production facilities become
operational. If the expansion of production capacity outpaces the growth of the new energy
industry, companies operating within the new energy industry may face intense competition
concerning price, technology, cost, scale, brand and capital.
Simultaneously, our business and growth depend on continued demand for our products
from our current and potential customers in the new energy industry which are subject to
multiple factors outside of our control, including a decrease in growth or an adverse change of
growth prospects of the industry, a slowdown or reversal of the trend of energy transition. The
developing industry-wide capacity surplus may compound these challenges, as production
overcapacity could precipitate reductions in capital expenditure programs throughout various
new energy industry chains. Any significant decrease in demand for our products by customers
in the new energy industry, or other industries from which we derive significant revenue in the
future, may reduce the demand for our products and have a material and adverse impact on our
business, financial condition and results of operations.
We may not successfully develop or market new and advanced products and technologies,
nor improve our existing products and technologies, in a timely manner or at all, and we
may not price our new products at a favorable level.
We derive a substantial majority of our revenue from the sales of intelligent equipment
such as lithium-ion battery intelligent equipment, PV intelligent equipment, 3C intelligent
equipment, intelligent logistics equipment and others. The markets for these equipment are
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highly competitive and rapidly evolving. As market conditions and technology evolve, our
existing products may lose market share, experience slower growth or deliver lower profit
margins. Our success depends on our ability to anticipate industry trends and identify, develop
and market new and advanced products that could meet customer demands in a timely manner.
We expect the market for lithium-ion battery intelligent equipment, PV intelligent equipment,
3C intelligent equipment, intelligent logistics equipment and other products to evolve toward
more innovative and more advanced products, some of which we do not currently produce.
Developing new products and obtaining the necessary certificates, licenses, permits or
approvals in a timely manner can be difficult, particularly because some of our products are
customized to meet customer’s needs.
Our research and development efforts may not lead to new products that will be
commercially successful. We may also experience delays or be unsuccessful in any stage of the
product development or marketing, such as product manufacturing, product testing, marketing
or pricing. Product development and testing are expensive and can take a lengthy period of
time to complete, and its outcome is inherently uncertain. There can be no assurance that
product development and testing will be completed in a timely or cost-effective manner or
result in a commercially viable product. Failure to successfully complete product development
and testing in a timely and cost-effective manner could have a material adverse effect on our
prospects.
In addition, our new products may not yield anticipated returns to cover our investment.
Even when we launch a new product, it takes time for it to gain market acceptance. We may
not successfully market our new products, and our customers may not be receptive to our new
products. We cannot always anticipate industry trends and market demand for new products.
Our competitors’ product development capabilities may be more effective than ours, and their
new products may reach the market before ours. Furthermore, our competitors’ new products
may be more efficient or competitive than our existing products, which could result in us
having to reduce the prices of such products or cause us to lose market share.
Meanwhile, our new products may impact our profitability depending on the level of
market acceptance and the pricing environment for each product. The success of any of our new
product offerings depends on several factors, including our ability to:
 properly identify and anticipate industry trends and market demand;
 develop products successfully in a timely manner;
 complete product testing in a timely manner;
 optimize our manufacturing and procurement processes;
 launch new products in a timely manner;
 anticipate and compete effectively with our competitors;
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 price our products competitively and at commercially justifiable levels; and
 increase end-customer awareness and acceptance of our new products.
If we do not successfully launch and sell new products, our business, financial condition
and results of operations could be materially and adversely affected.
Our research and development efforts may not yield the benefits that we expect.
The markets for lithium-ion battery intelligent equipment, PV intelligent equipment, 3C
intelligent equipment and intelligent logistics equipment and other products are characterized
by rapid changing technologies, new product introductions and evolving industry trends and
requirements. Our future performance and reputation depend on our ability to continue
developing new products, which in turn depends largely on our research and development
capabilities. If we are unable to enhance our research and development capabilities to improve
our existing products or to develop new products that meet customers’ changing preferences
and requirements, we may be placed in a disadvantageous position against our competitors and
our results of operations and future development may be adversely affected. Furthermore, our
research and development efforts may not be successful or yield the anticipated level of
economic benefits. There may be new product development failures, instability of quality of
such newly developed products and reliance on core technical personnel involved in product
development. Even if our research and development efforts are successful, we may not be able
to apply these newly developed technologies to products that will be accepted by the market
or apply them in a timely manner to take advantage of the opportunities in the market.
Most of our products are made to order, catering to the different needs of our customers.
For this non-standard equipment, after a sales contract is signed, our research and development
department will design the product according to the technical specifications of customers,
which will then be manufactured, assembled, tested and shipped to customers. If we fail to
design and develop a product according to the specification of our customers or if the products
we delivered fail to be delivered in time or pass the testing of our customers, we may lose
future business opportunities and our results of operations and future development may be
adversely affected. Moreover, our success in lowering our manufacturing costs and enhancing
our profitability depend on the promotion of standardized components, which can not only
reduce procurement costs and manufacturing costs, but also improve our production efficiency,
enabling faster delivery to customers. If we fail to develop and promote standardized
components that achieve high market demand, our profitability may be adversely affected.
We are subject to risks associated with the overseas expansion of our business.
We plan to continue to expand our business in selected overseas markets. As a result, we
are subject to a variety of risks and uncertainties associated with overseas operations and sales,
including compliance with foreign laws, regulations and local industry standards, in particular,
those related to lithium-ion battery intelligent equipment; export control and economic
sanctions laws and regulations; exposure to increased overseas litigation risks; political and
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economic instability, as well as geopolitical tensions, including the threat of war or terrorist
attacks (notably in Eastern Europe, and in particular, the Russia-Ukraine conflict and the
reaction of the international community, for which the consequences on the financial markets
and the general business climate are significantly unfavorable in the short term and remain
uncertain in the long term); foreign currency exchange rate fluctuations, currency controls and
cash repatriation restrictions; restrictions on imports from the PRC or other trade barriers, such
as export requirements, sanctions, tariffs, licensing and other restrictions and expenses;
unfamiliarity with local operating and market conditions and competitive landscape;
uncertainty on the degree of market acceptance; competition from local companies; failure to
attract and retain locally qualified management and employees; alignment of the operations,
culture and systems of the international team with our existing operations; foreign taxes;
environmental, safety and labor regulatory compliance; and potential disputes and difficulty in
managing relationships with overseas customers and distributors. Additionally, we distribute
our products to overseas markets and we may expand our business in overseas markets, we will
face management risks associated with the growth of our international team and the
management of territories under our international strategy. We sell our products in China, as
well as Europe, Asia, North America and other regions around the world. In 2022, 2023, 2024
and the nine months ended September 30, 2024 and 2025, our revenue from overseas sales
amounted to RMB1,195.4 million, RMB2,241.6 million, RMB2,831.3 million, RMB2,199.8
million and RMB2,015.3 million, respectively, accounting for 8.6%, 13.6%, 24.0%, 24.3% and
19.4% of our revenue, respectively. See “Our Business — Sales and Marketing and Customers
— Our Customers.”
Any failure to manage the foregoing and other risks and uncertainties could result in
operational inefficiencies, increased costs and a diversion of management’s attention from
other business matters, which in turn could adversely affect our overseas business and its
expansion, and result in reduced turnover from our overseas operations, which in turn could
materially and adversely affect our business, financial condition and results of operations.
In addition, our success in expanding our business, providing products and services
internationally and competing in international markets is subject to our ability to manage
various risks and difficulties, including, but not limited to:
 difficulties in gaining an in-depth understanding of local markets, community and
cultures;
 higher levels of payment fraud, legal and compliance risks;
 higher shipment costs;
 requirement to adapt to possible import and export controls, sanctions, trade
embargoes and other heightened regulatory requirements;
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 challenges and increased expenses associated with staffing and managing
international and cross-border operations and managing an organization spread over
various jurisdictions;
 ability to recruit talent and challenges in replicating or adapting our policies and
procedures to operate in new markets;
 difficulties of integrating any foreign acquisitions, strictly complying with all
procedures prescribed under foreign laws and regulations in respect of foreign
acquisition and investments and managing our foreign operations;
 ability to provide sufficient levels of technical support in different locations or
provide sufficient oversight over the management of our overseas subsidiaries;
 difficulties in establishing cooperative relationships with international partners,
including local operators;
 ability to develop and maintain relationships with customers and other local
stakeholders; and
 potential damage to our brand and reputation if we are unable to provide optimal
products and services to our customers or properly oversee the management of our
operations in such local markets.
In particular, significant political, trade, or regulatory developments, such as those
stemming from the current U.S. federal administration and changes in U.S. federal policy
implemented by the U.S. Congress, the Trump administration or any new administration could
give rise to circumstances outside our control that could have negative impacts on our business
operations, including as a result of an economic downturn and geopolitical events.
As we expand further into new regions and markets, these risks could intensify. If one or
more of these factors were to materialize, it could adversely impact our international
operations, and our efforts to expand our operations internationally may not be successful.
We may fail to maintain or improve our market position or respond successfully to
changes in the competitive landscape.
We may face competition both in China and internationally for our lithium-ion battery
intelligent equipment, PV intelligent equipment, 3C intelligent equipment, intelligent logistics
equipment and other products. Additional competitors with significant market presence and
financial resources may enter the markets in which we operate, and thereby intensify
competition. These competitors may be able to reduce our market share by adopting more
aggressive pricing policies than we can or by developing technologies and services that gain
wider market acceptance than our products. Existing and potential competitors may also
develop relationships with our customers in a manner that could significantly harm our ability
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to sell, market and develop our products. If we fail to maintain or improve our market position
or fail to respond successfully to changes in the competitive landscape, our business, financial
condition and results of operations may be materially adversely affected.
We are exposed to risks relating to the retention of our senior management, as well as our
ability to attract and retain qualified and experienced employees.
Our continued success is highly dependent upon the efforts of our senior management and
other key employees. If either of them or any of our other key employees leaves and we are
unable to promptly hire and integrate a qualified replacement, our business, financial position
and results of operations may be adversely affected. In addition, the future growth of our
business will depend in part on our ability to attract and retain qualified personnel in all aspects
of our business. However, competition to hire highly qualified personnel is intense and we
cannot guarantee that we will be able to meet our staffing needs in the future. If we are unable
to attract and retain these qualified personnel, our growth may be limited and our business,
financial position and operating results could be adversely affected.
We may be unable to execute our strategies effectively.
Our business, results of operations and financial condition depend in part on our ability
to effectively implement our growth strategies. For example, to expand our production capacity
and boost our growth, we may construct additional production lines at our manufacturing
facilities or construct new manufacturing facilities. If we encounter any issue during our
international expansion or if we fail to manage our products portfolio expansion, our products
and solutions may not gain market acceptance or realize revenue as predicted. In addition, we
must continue to hire, train and effectively manage new employees. If newly hired employees
perform poorly or if we are unsuccessful in hiring, training, managing and integrating new
employees, our business, financial condition and results of operations may be materially and
adversely affected. To effectively manage the expected growth of our operations and personnel,
we will need to continue to improve our technological, operational and financial systems,
policies, procedures and controls. All of these endeavors involve risks and will require
significant managerial, financial and human resources. There is no assurance that we will be
able to effectively manage our growth or to implement all these systems, procedures and
control measures successfully or that our new business initiatives will be successful. If we are
not able to manage our growth or execute our strategies effectively, our expansion may not be
successful and our business and prospects may be materially and adversely affected.
We have a high concentration of customers.
The majority of our revenue is derived from our top five customers. Revenue from our
five largest customers for each year/period in during the Track Record Period accounted for
73.8%, 57.0%, 45.6% and 52.4% respectively, of our total revenue for the respective
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year/period. Revenue from our largest customer for each year/period in during the Track
Record Period accounted for 40.1%, 17.5%, 15.2% and 27.2% of our total revenue for the
respective year/period. See “Business — Sales and Marketing and Customers — Our
Customers.”
We operate in an industry where market players tend to have a high concentration of
customers. We cannot assure that our major customers will not change their business scope or
business model nor suspend their operation, while maintaining their operation in compliance
with applicable laws and holding appropriate operating licenses and approvals, or they will not
encounter any operating or financial difficulties. Additionally, we cannot assure you that we
will be able to collect all or any of our trade receivables or at all, after meeting the agreed
project payment milestones. Our customers may face unexpected circumstances, including, but
not limited to, financial difficulties caused by decreased sales of their products. Our customers
may delay or even default in their payment obligation. As a result, we may not be able to
receive such customers’ payment of uncollected debts in full, or at all, and we may need to
make provisions for trade receivables. Any material adverse changes in the business, operation
and financial conditions of such customers may have a material adverse effect on us. There is
no assurance that we are able to maintain a good relationship with our major customers, or that
our major customers will continue to have high demands for our products in the future. Under
the aforementioned circumstances, if we are unable to identify suitable new customers within
a reasonable period of time, our business, financial condition and results of operation may be
adversely affected.
Our success depends in part on our ability to enhance our manufacturing capabilities and
to produce high quality products.
Our success depends in part on our ability to enhance our manufacturing capabilities,
which include expanding our manufacturing capacity, improving our manufacturing efficiency
or modifying our manufacturing lines to meet the varying demands for our products. If we are
unable to do so, we may not be able to achieve the desired level of economies of scale in our
operations, to reduce manufacturing costs to the level that will allow us to compete effectively
or to maintain our pricing and other competitive advantages. Our ability and efforts to enhance
our manufacturing capabilities are subject to significant risks and uncertainties, including:
 our ability to obtain funding for the additional capital expenditures, working capital
and other corporate requirements to be used to enhance our manufacturing
capabilities. We may be unable to obtain such funds in a timely manner or on
commercially reasonable terms or at all;
 unexpected delays and cost overruns resulting from a number of factors, many of
which may be beyond our control. These include increases in the prices of raw
materials, parts, components and utilities, shortages of workers, transportation
constraints, disputes with contractors, engineering firms and equipment vendors, as
well as equipment malfunctions and breakdowns;
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 our ability to obtain the required permits, licenses and approvals from relevant
government authorities;
 availability of the necessary technology or equipment from third parties or our
internal research and development department;
 diversion of management attention and other resources; and
 manufacturing interruption caused by natural disasters or other unforeseen events.
Construction of new manufacturing facilities or the expansion of existing facilities also
requires significant capital investment upfront, and it may take considerable time before such
facilities achieve their expected capacity or breakeven point. Failure to construct or expand our
manufacturing facilities in time or at all may drain our financial resources and adversely affect
our business, financial condition and results of operations.
We are subject to environmental, health and safety laws and regulations and production
standards and it may be onerous and costly to comply with such regulations and
standards.
Our business and/or operational activities, such as the manufacturing and sales of our
lithium-ion battery intelligent equipment, PV intelligent equipment, 3C intelligent equipment,
intelligent logistics equipment and other products, storage of raw materials and the
transportation and exportation of our products, are affected by laws and regulations,
administrative determinations, court decisions and similar constraints, especially the
environmental and health and safety laws and regulations which are applicable to us.
Meanwhile, to comply with the extensive environmental laws and regulations relating to
air and water quality, sewage management and public health and safety, we must file the
environmental impact assessment report and obtain the environmental acceptance approval,
obtain and renew relevant environmental licenses and accept the supervision and inspection of
our safety production status by the relevant authorities to ensure that we comply with the
relevant regulations on safe production. If we fail to or experience difficulties in obtaining such
environmental approvals, licenses or filings or renewing such environmental approvals,
licenses or filings after their expiry dates, or if we are found to have violated the law or have
a potential accident during safety supervision and inspections, our production may be
suspended and the relevant authorities may suspend our production and impose fines on us.
In addition, the applicable environmental, health and safety laws and regulations,
administrative orders and court decisions continue to evolve, which may involve stricter
standards and enforcement, increased fines and penalties for non-compliance, more stringent
environmental assessments of manufacturing facilities, as well as a heightened degree of
responsibility for companies and their officers, directors and employees. Any change or
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amendment to such laws or regulations may cause us to incur additional capital expenditures,
costs that we may not be able to pass on to customers, or other obligations or liabilities, which
could decrease our capital and our ability to pursue developments in other areas.
The liabilities, costs, obligations and requirements associated with these laws and
regulations may delay the commencement of, or cause interruptions to, our operations.
Non-compliance with the laws and regulations applicable to our operations may result in
penalties or fines, suspension or revocation of our relevant licenses, termination of government
contracts or suspension of their operations.
Our failure to meet contractual commitments could harm the results of our operations.
In our contracts with customers, we regularly give representations and warranties in
connection with the performance and delivery time of the products we supply. Our products
may be used in the manufacturing facilities of our customers, which can be located
domestically and overseas in conditions not subject to our control. Unexpected technical
problems, unforeseen developments at factories of our customers, problems with partner
companies, suppliers or supplies from our own manufacturing facilities and other logistic
difficulties can delay the progress of a project and lead to additional costs. While we record
revenue from the sales of our products after our customers test and accept the goods delivered,
we cannot guarantee that we will not be subject to additional liability or costs in the subsequent
period. During the warranty period of our products, if the products are unsuccessful in
performing in a manner that we have warranted, we may have to pay penalties or cure our
performance at our own expense. Furthermore, we may not be able to seek indemnification
from a supplier for the delivery of deficient or faulty raw materials and components. Each of
these circumstances could have a material adverse effect on our business, financial condition
and results of operations.
In addition, our contract liabilities are recognized when the advance payments are
received but revenue has yet been recognized. As of December 31, 2022, 2023, 2024 and
September 30, 2025, we had contract liabilities of RMB10,131.5 million, RMB12,572.7
million, RMB11,597.0 million and RMB13,294.7 million, respectively. If we are not able to
fulfill our obligations with respect to our contract liabilities, the amount of such contract
liabilities will not be recognized as revenue. As a result, our results of operations, liquidity and
financial position may be materially and adversely affected.
Our business requires a number of approvals, licenses, permits and certificates, and we
may not be able to obtain or renew these approvals, licenses, permits and certificates in
a timely manner.
We are subject to certain laws and regulations that require us to obtain and maintain
various approvals, licenses, permits and certificates from different authorities to operate our
business and, in particular, for exporting our products to certain countries and discharging
sewage. We may face sanctions or other enforcement and administrative actions if we fail to
obtain approvals, licenses, permits and certificates as might be necessary for our operations.
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We could be ordered by the relevant regulatory authorities to cease operation, or may have
fines imposed on us or be required to undertake corrective measures requiring additional
capital or other remedial actions, which could materially and adversely affect our business,
financial condition and results of operations.
In addition, some of these approvals, permits, licenses and certificates are subject to
periodic renewal and/or reassessment by the relevant authorities, and the standards of such
renewal and/or reassessment may change from time to time. We cannot assure you that we can
successfully obtain such renewals and/or reassessment. Any failure by us to obtain the
necessary renewals and/or reassessment and otherwise maintain all approvals, licenses, permits
and certificates necessary to carry out our business at any time could cause severe disruption
to our business and prevent us from continuing to carry out our business, which could have a
material adverse effect on our business, financial condition and results of operations.
We may also be required to obtain additional approvals, permits, licenses or certificates
that were previously not required to operate our existing businesses as a result of new
regulations coming into effect, changes to interpretation or implementation of existing laws
and regulations. We cannot assure you that we will successfully obtain such approvals, permits,
licenses or certificates. Our failure to obtain the additional approvals, permits, licenses or
certificates may restrict the conduct of our business, decrease our revenues and/or increase our
costs, which could materially reduce our profitability and prospects.
Our production depends on a stable, timely and adequate supply of utilities and auxiliary
materials and various services from third-party providers.
In addition to raw materials and components related to our products, we rely on the supply
of energy, power and auxiliary materials in order to maintain our manufacturing processes. Our
manufacturing volume and costs are dependent on our ability to source such materials at
acceptable prices and maintain a stable supply. There can be no assurance that shortages of
supply utilities and auxiliary materials will not occur in the future or that we will be able to
pass on any cost increases in utilities and auxiliary materials to our customers. Moreover, if the
supply of utilities and auxiliary materials is affected by natural disasters, adverse weather
conditions, suppliers’ equipment failures, disruptions in transport or other inclement factors,
we may not be able to locate alternative sources of supply in sufficient quantities, of suitable
quality and/or at acceptable prices. Any such events may have a material adverse effect on our
business, financial condition and results of operations.
Our current and future fixed-price (or lump sum) contracts may result in significant
losses if costs are greater than anticipated.
Most of our contracts are at a fixed price, meaning that any significant cost overruns have
a direct and immediate impact on our results of operations if we are unable to negotiate an
adjusted price with our customers. Cost overruns are an inherent risk in our business and the
long-term nature of our contracts can make it particularly difficult to accurately predict costs.
For example, we rely in many cases on local external service providers and suppliers with
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whom we negotiate to perform tasks under our contracts. If those external service providers
and suppliers fail to perform as expected or incur higher than expected costs, it may be difficult
for us to pass those costs through to our customers. There can be no assurance that we will be
able to avoid unforeseen costs. In addition, we may not be able to reach a mutually agreed price
adjustment with our customers. If we are unable to renegotiate contract prices over the course
of a project to take into account such unexpected increased costs, we will be forced to absorb
them, which could materially and adversely affect our financial condition and results of
operations.
We may experience delays, disruptions, work stoppage or other labor-related issues in our
manufacturing operations.
Our product development, manufacturing and testing processes are complex and require
significant technological and production management expertise. Such processes involve a
number of precise steps from design to production. Any change in our processes could cause
one or more production errors, requiring a suspension or delay in our production line until the
errors can be researched, identified and properly addressed and rectified. This may occur
particularly as we introduce new products, modify our engineering and production techniques
and expand our production capacity. In addition, our failure to maintain appropriate quality
assurance processes could result in increased product failures, loss of customers, increased
production costs and delays. Any of these developments could have a material adverse effect
on our business, financial condition and results of operations.
We may experience material delays, disruptions and quality control issues in our
operations for a number of reasons, such as power outages, equipment failure, contaminated
materials, pandemic impacts or process deviations, which would adversely impact our
manufacturing processes or delay product shipments. As a result, we could incur additional
costs that would adversely affect our profitability, and product shipments to our customers
could be delayed beyond the schedules requested, which would negatively affect our revenue,
competitive position and reputation.
Furthermore, while we have a good working relationship with our employees and have not
experienced any material work stoppages, strikes or other major labor problems in the past,
there is no assurance that any such events will not arise in the future. If our employees were
to engage in work stoppage, we could experience significant disruption to our operations
and/or higher ongoing labor costs, which may have an adverse effect on our businesses,
financial condition and results of operations.
In addition, labor costs in regions where we operate have been increasing in recent years
and could potentially continue to increase. If labor costs in these regions continue to increase,
our production costs will increase. We may not be able to pass on these increased costs to
customers by increasing the selling prices of our products in light of competitive pressure in
the markets where we operate. In such circumstances, our profit margin may decrease, which
could have an adverse effect on our financial condition and results of operations.
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We may face risks associated with defective products and the unsatisfactory performance
of our products.
Our products may expose us to potential product quality claims if they fail to perform as
expected, are proven to be defective, or if their use causes, results in or is alleged to have
caused or resulted in project delays or damages or other adverse effects. If our products do not
meet specifications or requirements enforced by regulators in overseas countries or requested
by our customers (as the case maybe), we may be subject to product quality claims or litigation.
Any product quality claim, regardless of whether relating to project delays or damages, or
related regulatory actions could prove costly and time-consuming to defend and could
potentially prejudice our brand reputation and our relationship with our customers. If
successful, product quality claims may require us to pay substantial damages. Furthermore,
certain product quality claims may be the result of defects from parts and components
purchased from third-party suppliers. Such third-party suppliers may not indemnify us for
defects as to such parts and components or would only provide us with limited indemnification
that is insufficient to cover our damages resulting from the product quality claim. Any product
quality claim, either with or without merit, may also result in significant negative publicity and
thus materially and adversely affect the marketability of our products and our reputation, our
relationship with customers, as well as our business, financial condition and results of
operations.
We are subject to various regulatory and customer requirements and may not be
successful in maintaining an effective quality control system.
The performance, quality and safety of our products are critical to our customers and our
success. The effectiveness of our quality control system is determined by various factors,
including the design of the system, implementation of quality standards, quality of training
programs and our employees’ adherence to our quality control policies and guidelines, and
should cover all stages of manufacturing processes, including raw material and component
procurement and both semi-finished and finished products. If we fail to maintain an effective
or adequate quality control system, we may manufacture defective products that would expose
us to warranty claims which may include return, replacement or recall of our products and
other compensation and product liability. Any such claim, regardless of whether it is ultimately
successful, could cause us to incur significant costs, prejudice our business reputation and
result in significant disruption to our operations. Furthermore, if any such claim is ultimately
successful, we could be required to pay substantial monetary damages or penalties, which
could have a material adverse effect on our results of operations and financial condition.
Our operations are subject to a variety of laws and regulations in the jurisdictions where
our products are sold relating to production safety, health and environmental conditions. To
comply with them, we need to implement and maintain an effective quality control system to
perform various inspections over the course of our entire manufacturing process. Despite our
efforts, we cannot assure you that our quality control system will always be effective. Any
significant failure or deterioration of our quality control system in respect of, among other
things, our manufacturing process and product inspection may seriously damage our product
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quality. A decline in product quality will affect our reputation in the market and among our
existing or prospective customers, which may lead to reduced orders or loss of customers, and
will severely harm our business, financial condition and results of operations.
We may need additional capital for business growth, product development and technology
R&D programs and marketing efforts. If we are unable to raise capital in a timely manner
or on acceptable terms, or at all, we could incur losses and be forced to delay, reduce or
eliminate such efforts.
We may require additional capital beyond that generated by the operating activities from
time to time to carry out research and development activities for developing and enhancing our
products and technologies, grow our business and better serve our customers, among other
things. Accordingly, we may need to issue additional equity or debt securities or obtain a credit
facility. Future issuances of equity or equity-linked securities could significantly dilute our
existing shareholders, and any new equity securities we issue could have rights, preferences
and privileges superior to those of holders of our A shares and H Shares. The incurrence of debt
financing would result in increased 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. Our ability to maintain or obtain additional capital in a timely manner or on
commercially acceptable terms is subject to various factors, including general market
conditions for capital raising activities by our peers as well as economic, political and other
conditions in China, Hong Kong and globally. If we are unable to obtain adequate financing
on terms satisfactory to us when we require it, our ability to continue to support our research
and development and business growth could be significantly impaired, and our business and
prospects may be adversely affected.
We may not be able to adequately protect our intellectual property rights, and uncertainty
regarding the validity, enforceability or scope of our intellectual property rights may
undermine our competitive position, and litigation to protect our intellectual property
rights may be costly.
We strive to strengthen and differentiate our product portfolio by developing new
products and making product improvements. As a result, we regard our intellectual property as
critical to our success. We will continue to rely on a combination of patents, trade secrets,
know-how, trademarks and copyrights to protect our intellectual property, but this protection
may be inadequate. For example, there may be a leakage of our trade secrets or know-how, and
our pending or future patent applications may not be registered or approved or, if allowed, they
may not be of sufficient strength or scope to protect our intellectual property. As a result, third
parties may challenge our patent applications or use the technologies and proprietary processes
that we have developed and compete with us, which may adversely affect any competitive
advantage we enjoy, dilute our brand and materially and adversely affect our results of
operations.
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In addition, policing the unauthorized use of our proprietary technology can be difficult
and expensive. Our success largely depends on our ability to use and develop our technology,
know-how and product designs without infringing upon the intellectual property rights of third
parties. We may be subject to litigation involving claims of patent infringement or violation of
other intellectual property rights of third parties. The holders of patents and other intellectual
property rights potentially relevant to our product offerings may be unknown to us or may
otherwise make it difficult for us to acquire a license on commercially acceptable terms. There
may also be technologies licensed to and relied on by us that are subject to infringement or
other similar allegations or claims by third parties which may damage our ability to rely on
such technologies. In addition, although we endeavor to ensure that companies that work with
us possess appropriate intellectual property rights or licenses, we cannot fully avoid the risks
of intellectual property rights infringement created by suppliers of components used in our
products or by companies we work with in cooperative research and development activities.
Our current or potential competitors may have obtained or may obtain patents that will prevent,
limit or interfere with our ability to make, use or sell our products in China or other countries.
The defense of claims, including patent infringement suits and related legal and
administrative proceedings, can be both costly and time consuming and may significantly
divert the efforts and resources of our technical and management personnel. Furthermore, an
adverse determination in any such litigation or proceeding to which we may become a party
could cause us to pay damage awards, seek licenses from third parties or pay additional
ongoing royalties, which could decrease our profit margins, redesign our products or be
restricted by injunctions.
These factors could effectively prevent us from pursuing some or all of our businesses and
result in our customers or potential customers deferring, canceling or limiting their purchase
or use of our products, which may have a material and adverse effect on our business, financial
condition and results of operations.
We may be exposed to infringement or misappropriation claims by or disputes with third
parties, which could cause us to lose significant rights and pay substantial damages.
Companies operating in our industry routinely seek patent protection for their product
designs, and many of our principal competitors have large patent portfolios. Whether a product
infringes a patent involves an analysis of complex legal and factual issues, the determination
of which is often uncertain. Our products and technologies and any uses of our products and
technologies may infringe third parties’ intellectual property rights. From time to time, we may
be subject to legal proceedings and claims alleging infringement of patents, trademarks or
copyrights, or misappropriation of creative ideas or formats, or other infringement of
proprietary intellectual property rights. Any such proceedings and claims could result in
significant costs to us and divert the time and attention of our management and technical
personnel from our business operations. In addition, our employees could have used third
parties’ proprietary know-how or trade secrets during their employment with us, which could
result in litigation against us. Prior to our development of major new products, our competitors
may make filings for patent protection that may not be publicly available and which our new
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products may infringe. If third parties successfully assert their intellectual property rights
against us, we might be barred from using certain aspects of our technology or barred from
developing and commercializing certain products, or we may be required to pay burdensome
royalties to license their products. If we are unsuccessful in defending against allegations that
we have infringed, misappropriated or otherwise violated intellectual property rights of others,
we may be forced to pay substantial damage awards to the plaintiff. Our efforts to identify and
avoid infringing on third parties’ intellectual property rights may not be successful, the failure
of which may have a material adverse effect on our business, financial condition and results
of operations.
We are exposed to risks in relation to work safety and occurrence of accidents, as well as
other operational, transportation and occupational-related risks.
We bear the related risks associated with our manufacturing activities, including work
injury accidents. Such dangers may result in personal injuries or fatalities and damage to
property and equipment, which may cause personal injury claims, cessation of business, or
civil, administrative and criminal penalties. If any such accident occurs, we may also be liable
for claims from third parties. If we fail to protect third parties or ourselves from such potential
liabilities, we may incur significant costs, which would have a material and adverse effect on
our financial condition and results of operations.
Regulatory permits required for our operations may also be subject to periodic renewal
and, in certain circumstances, modification or revocation. We may have to obtain approvals
from various governments and other statutory authorities for any proposed expansion plans
which may result in the delay in execution of any such expansion and also result in certain
financial implications. There can be no assurance that the relevant authorities will issue or
renew any such permits or approvals in time or at all. Any failure to obtain, maintain or renew
the requisite permits or approvals within applicable time or at all may result in interruption of
our operations.
Changes in international trade policies, geopolitics and trade protection measures, export
control and economic or trade sanctions may materially and adversely affect our business,
financial condition and results of operations.
Significant political, trade, or regulatory developments in the jurisdictions in which we
and our customers operate, such as those stemming from the current U.S. federal
administration, are difficult to predict and may have a material adverse effect on us. Similarly,
changes in U.S. federal policy could give rise to circumstances outside our control that could
have negative impacts on our customer’s business which may in turn affect demand for our
products our business operations, including as a result of an economic downturn and
geopolitical events, such as changes in U.S. federal policy that affect the geopolitical
landscape. Changes to policy implemented by the U.S. Congress, the Trump administration or
any new administration have impacted and may in the future impact, among other things, the
U.S. and global economy, international trade relations, the U.S. regulatory environment,
inflation and other areas.
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Our customers’ business may be impacted by the imposition of tariffs by the U.S. and any
resulting retaliatory tariffs in the countries in which they operate. During the course of
February and April 2025, 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 United States has the largest trade deficits. On April 2, 2025, President Trump
signed an executive order imposing reciprocal tariffs of 34% for Chinese imports, with further
increases of said reciprocal tariffs under executive orders of April 8, 2025 and April 9, 2025
to 125%, effective April 10, 2025. In response, China also announced reciprocal tariffs of 34%
on U.S. goods on April 4, 2025, which subsequently increased to 125%, effective April 12,
2025. On May 12, 2025, the U.S. and China issued a joint statement announcing that the U.S.
will (i) suspend 24% of the tariffs on Chinese goods under its executive order of April 2, 2025
for an initial period of 90 days, while retaining the remaining rate of 10%, and (ii) remove the
additional tariffs introduced under executive orders of April 8, 2025 and April 9, 2025.
Similarly, China will also suspend 24% of the tariffs on U.S. goods announced on April 4, 2025
while retaining the remaining 10%, and remove the subsequent additional tariffs imposed.
There is significant uncertainty on how the relevant tariffs or other trade restrictions measures
may evolve, and any rising political tensions, as well as increases in tariffs or changes to trade
policies between the U.S. and China, may have a significant impact on our customers’ business
which may in turn adversely affect demands for our products and business.
Historically, tariffs have led to increased trade and political tensions, between not only
the U.S. and China, but also between the U.S. and other countries in the international
community. There is a risk that other countries may implement retaliatory tariffs on U.S. goods
and that the U.S. may respond with additional tariffs or export controls. There is also
significant uncertainty as to whether countries will be able to successfully reach any trade deals
with the U.S. that would reduce tariffs. Rising political tensions as a result of trade policies
could reduce trade volume, investment, and other economic activities between major
international economies. These developments, or the perception that any of them could occur,
may have a material adverse effect on global economic conditions and the stability of global
financial markets, which in turn can significantly impact our business and results of operations.
Our global operations subject us to various applicable sanctions and export controls
regulations. We have exported our products to various countries and regions and derive
significant sales from exporting to these countries and regions. Our revenue from overseas
sales increased from RMB1,195.4 million in 2022 to RMB2,241.6 million in 2023 and further
increased to RMB2,831.3 million in 2024, accounting for 8.6%, 13.6% and 24.0% of our total
revenue for the respective years. Our revenue from overseas sales remained relatively stable at
RMB2,199.8 million in the nine months ended September 30, 2024 and RMB2,015.3 million
in the nine months ended September 30, 2025, respectively, accounting for 24.3%, and 19.4%
of our revenue in the same periods, respectively. During the Track Record Period and up to the
Latest Practicable Date, we had no sales to (i) any comprehensively sanctioned countries; and
(ii) any Entity List entities that is in violation of the Export Administration Regulations or
other major sanction list targets and maintained relevant internal control and export control
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measures in place to guide our general operations. In the event that any of these countries or
regions to which we export imposes economic sanctions or enforces import restrictions or
tariffs in relation to our products, our business and operations may be adversely affected.
On October 9, 2025, MOFCOM and the General Administration of Customs issued the
Decision on the Implementation of Export Control on Related Items of Lithium Batteries and
Artificial Graphite Anode Materials (̈ɹ၍Փ
‘(ਠਕ௅ऎᗫᐼ໇ʮѓ2025 ϋୋ58໮)) (“ Announcement No. 58 ”), which introduced
export control measures covering certain lithium-ion battery-related items, related
technologies and certain manufacturing equipment used for rechargeable lithium-ion batteries,
including winding machines, stacking machines, electrolyte-injection machines, hot presses,
formation and capacity-grading systems and capacity-grading cabinets. Although
Announcement No. 58 was originally scheduled to take effect on November 8, 2025, it was
announced on November 7, 2025 that implementation of Announcement No. 58 would be
suspended until November 10, 2026. As of the Latest Practicable Date, Announcement No. 58
has not been implemented. The regulatory position remains subject to change. If
Announcement No. 58, or similar export control measures, are implemented and become
applicable to the equipment and related technology we manufacture, sell or export, the
applicable regulatory procedures could increase our compliance costs and introduce additional
uncertainty in export execution, including the need to complete additional approvals and
comply with enhanced declaration and item-identification requirements. These requirements,
and any changes in regulatory interpretation or implementation, could result in longer
processing times, delays in customs clearance, delivery disruptions and reduced overseas sales,
which could materially and adversely affect our business, financial condition and results of
operations.
Exports of our products must be made in compliance with various economic sanctions and
export controls laws in different jurisdictions. For example, U.S. economic sanctions prohibit
the provision of products and services to certain countries or regions, governments and persons
targeted by U.S. sanctions. European Union sanctions also have similar regimes to prohibit the
provision of products and services to countries or regions, governments and persons on their
respective target list. Such laws and regulations are likely subject to frequent changes, and their
interpretation and enforcement involves substantial uncertainties, which may be heightened by
national security concerns or driven by political or other factors that are out of our control. We
could be subject to future enforcement action with respect to compliance with governmental
economic sanctions and export controls laws that result in penalties and costs that could have
a material effect on our business and operating results.
Additionally, we may be subject to review and enforcement under domestic and foreign
laws that screen foreign investment and acquisitions. In both the U.S. and non-U.S.
jurisdictions, these regulatory requirements may treat companies differently based on the type
of company in question and investor profile in the company. As a result of these laws,
investments by particular investors may need to be filed with local regulators, which in turn
may impose added costs on our business, impact our operations; and/or investments by
particular investors may be prohibited, which limits our ability to engage in strategic
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transactions that might otherwise be beneficial to us and our investors. These laws are also
regularly changed and updated. For example, recently issued U.S. government regulations
(such as a final rule (the Outbound Investment Rule) implementing Executive Order 14105)
which took effect in January 2025 and will restrict U.S. person direct and indirect investment
into companies with specified connections to China that use specific technologies of concern.
Additional U.S. legislation has been proposed that would further expand the set of technologies
of concern. These rules may limit our ability to engage in certain kinds of research or to invest
or maintain investments in China; they may also limit our ability to raise capital from U.S. and
other sources. The interpretation and enforcement of these rules are evolving and unclear. If
there are any such changes in the future, either to the rules or to our business, our future
fundraising activities may potentially be subject to restrictions regarding investments or
otherwise. Continuing changes in both U.S. and non-U.S. jurisdictions to foreign investment
laws and rules could adversely affect our strategic initiatives, financial performance and
growth prospects.
We have operations in multiple jurisdictions. Therefore, government policies affecting
international trade and investment, such as capital controls, economic or trade sanctions, export
controls, tariffs or foreign investment filings and approvals, may affect the demand for our
products and services, impact the competitive position of our products, or affect our capability
to sell products in certain countries or regions. If any new tariffs, legislation or regulations are
implemented (including those imposing economic or trade sanctions and those regarding export
control or outbound investments), or if existing trade agreements are renegotiated, such
changes could affect our business, financial condition and results of operations. Moreover, as
our business is closely interrelated with the performance of our customers’ end-use products in
the marketplace, if our customers are subject to restrictive measures of trade protection or
export control, our performance and income will be adversely affected.
In recent years, there have been heightened complexities in international relations. Such
tensions could reduce levels of international trade, investment, technological exchange and
other economic activities, which would have a material adverse effect on global economic
conditions and the stability of global financial markets. Any of these factors could have a
material adverse effect on our and our customers’ business, prospects, financial condition and
results of operations. Economic sanctions and trade restriction measures (including tariffs)
taken by government authorities or other trade tensions or unfavorable trade policies may
affect the costs and/or marketability of our products. The current international trade tensions
and political tensions and any escalation of such tensions, may have a material negative impact
on our ability to continue to sell to global customers and further expand our customer base.
Geopolitical conditions may also lead to heightened restrictions on foreign investments,
introducing increased compliance requirements and uncertainty for investors.
Fluctuations in foreign currency exchange rates could adversely affect our business.
Our sales, costs of sales and services, expenses and our borrowings and loans are
currently denominated primarily in Renminbi, Euro, U.S. dollar, Japanese Y en, Swedish Krona
and others, while our financial statements are reported in Renminbi. As a result, fluctuations
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in exchange rates, particularly among the Renminbi, Euro, U.S. dollar and other currencies,
could affect our profitability. In 2022, 2023, 2024 and the nine months ended September 30,
2024 and 2025, our net foreign exchange gains were RMB31.7 million, RMB9.5 million,
RMB45.9 million, RMB16.1 million and RMB35.0 million, respectively. We may not be able
to accurately predict the impact of exchange rate fluctuations on our results of operations and
may incur net foreign exchange losses, which may have a material and adverse effect on our
financial condition and results of operations.
In addition, an appreciation in the value of the Renminbi against foreign currencies could
increase the prices of some of our products, thereby making them less appealing to our
overseas customers, which could adversely affect our strategy in our overseas markets. On the
other hand, depreciation in the value of the Renminbi against foreign currencies could result
in an increase in the costs of certain raw materials, parts and components that are primarily
sourced from overseas suppliers, which could in return adversely affect our profit margin for
certain products.
We may not be able to enjoy certain government grants and incentives we received in the
past.
We and some of our subsidiaries in the PRC are entitled to tax incentives. Our Company,
Zhuhai Titans New Power Electronics Co., Ltd. and several of our subsidiaries were certified
as a High-tech Enterprise from 2010 and 2016, to now. According to the relevant provisions
of the EIT Law and its implementation regulations, our Company enjoyed a preferential
enterprise income tax rate of 15% during the Track Record Period. In addition, our Company
and Zhuhai Titans New Power Electronics Co., Ltd. have been confirmed by the State Taxation
Bureau to enjoy the value added tax refund policy. According to “Notice of the Ministry of
Finance and the State Administration of Taxation on the V alue Added Tax Policy for Software
Products” (Cai Shui [2011] No. 100) (ஷ
‘(ৌ೼[2011]100 ໮)), for value added tax general taxpayers that sell software products
developed and produced by them, after the value added tax is levied, the portion of the actual
value added tax that exceeds 3% will entitle them to the immediate refund policy. See Note 11
to the Accountants’ Report in Appendix I to this prospectus. In 2022, 2023, 2024 and the nine
months ended September 30, 2024 and 2025, we recorded unconditional government grants of
RMB22.8 million, RMB22.2 million, RMB28.1 million, RMB21.2 million and RMB8.9
million, respectively. Such grants and incentives are provided to us at the discretion of the
relevant government authorities or subject to periodic review, and if we and our subsidiaries
are no longer determined to qualify for the grants and incentives, we may not be able to
continue enjoying them, which may materially and adversely affect our business, results of
operations and financial condition.
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We recorded a significant amount of goodwill, which may not be fully realizable and may
be reduced by future impairment charges.
We have recorded a significant amount of goodwill as a result of acquisition of 100%
equity interests in Zhuhai Titans New Power Electronics Co., Ltd. in 2017. Total goodwill,
which represents the excess of our acquisition costs over the fair value of the net assets of
businesses acquired, was RMB1,086.6 million as of December 31, 2022, 2023, 2024 and
September 30, 2025. The value of any goodwill recorded on our financial statements may not
be fully realizable upon a sale of all or part of the business or any other liquidity event.
Goodwill is recorded on the date of acquisition and, in accordance with IFRS Accounting
Standards, is tested for impairment annually and whether there is any indication of impairment.
Impairment may result from, among other things, deterioration in our performance, a decline
in expected future cash flows, adverse market conditions, adverse changes in applicable laws
and regulations and a variety of other factors. We can give no assurance that we will not record
any goodwill impairments in the future. Any future impairment of goodwill may result in
material reductions of our income and equity under IFRS Accounting Standards.
We may be unable to identify, capture or execute expansion opportunities for new
businesses, and acquired businesses may have unknown or contingent liabilities, which
may affect our business, results of operations, financial condition and prospects.
We expanded our business through our acquisition of Zhuhai Titans New Power
Electronics Co., Ltd. in 2017 and may continue to expand in the future. There is no assurance
that we will identify suitable targets to expand our business, negotiate commercially acceptable
terms for such expansion, or successfully integrate any new assets or businesses in the future.
Even if we are able to identify suitable targets, such expansion can be difficult, time-
consuming and costly to execute, and we may not be able to secure necessary financing for
such expansion. Unsuccessful expansion plan may have an effect on our business and financial
condition.
In addition, businesses that we acquire may have unknown liabilities, including liabilities
for failure to comply with applicable laws, regulations and rules. We cannot assure you that our
due diligence conducted will uncover all material unknown liabilities or other negative
developments, such as bankruptcy, insolvency, liquidation or dissolution, or that the acquired
businesses will be viable. We may also suffer reputational and financial impact for actual or
alleged inferior product qualities that occurred at the targets prior to our acquisition and need
to respond to claims initially as dissatisfied customers will likely pursue their claims against
the targets and us.
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Our future expansion work, which includes but is not limited to identifying suitable
targets to expand our business and negotiating commercially acceptable terms for such
expansion, and subsequent ramping up and integration efforts would require significant
attention from our management and could result in a diversion of resources from our existing
business, which in turn, could have an effect on our existing business operations and financial
conditions.
If we are not able to identify, capture or execute opportunities to expand our operations
successfully, or if we suffer reputational or financial harm caused by unknown or contingent
liabilities of the targets we acquire, our business, financial condition, results of operations and
prospects could be affected.
The fair value measurements of certain financial assets require the use of estimates that
are based on unobservable inputs, which inherently involves a certain degree of
uncertainty, and our financial position and results of operations may be adversely
affected by fair value changes in our financial assets measured at fair value through profit
or loss.
Some of our financial assets are measured at fair value, which include structured deposits
issued by banks and financial institutions. For financial reporting purposes, fair value
measurements of these financial assets are categorised into level 1, 2 or 3, based on, among
other things, the degree to which the inputs to the fair value measurements are “observable.”
The fair value of financial assets classified in levels 1 and 2 is determined on observable prices
and inputs, while the determination of the fair value of level 3 financial assets is based on
valuation techniques and various assumptions of inputs that are unobservable which inherently
involve a certain degree of uncertainty. See “Material Accounting Policy Information” in Notes
4 to the Accountants’ Report as included in Appendix I to this Listing Document for more
information.
Changes in these unobservable inputs will affect the estimated fair value of our level 3
financial assets, which leads to uncertainty in accounting estimation. A range of factors, many
of which are beyond our control, may influence and cause adverse changes to the estimates we
use and thereby affect the fair value of these assets. These factors include but are not limited
to, general economic condition, changes in market interest rates and stability of the capital
markets. Many of these factors, as well as others, could cause our estimates to vary from actual
results and cause the fair value of our financial assets to fluctuate substantially. We are also
subject to credit risks of our counterparties for our financial assets measured at fair value. A
substantial decrease in the fair value of our financial assets may have an adverse effect on our
financial position and may cause us to recognize a significant fair value change in financial
assets at fair value through profit or loss which may in turn adversely affect our results of
operations.
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We may incur substantial additional indebtedness and increased cost of indebtedness in
the future, could materially and adversely affect our business, results of operations and
liquidity.
During the Track Record Period, we had certain borrowings to finance our business
operations and capital expenditures. We expect that we may continue to do so in the future and
our liquidity risk may increase. As of December 31, 2022, 2023, 2024 and September 30, 2025,
we had borrowings of nil, RMB184.2 million, RMB4,262.8 million and RMB3,206.5 million,
respectively. The interest rate of our bank loan ranged from 2.20% to 2.70% per annum. See
“Financial Information — Indebtedness — Borrowings.”
We are exposed to interest rate risk resulting from interest rate fluctuations for some of
indebtedness. Rising interest rates could increase interest expenses relating to our outstanding
floating-rate borrowings, which could materially and adversely affect our business, results of
operations, financial condition and prospects.
High indebtedness levels could necessitate a greater allocation of our cash flow towards
principal and interest repayments, limiting funds available for working capital and strategic
initiatives. Additionally, it may constrain our flexibility in adapting to industry changes or
pursuing new opportunities, restrict access to further financing, and heighten our exposure to
interest rate fluctuations and unforeseen adverse events. Additionally, restrictive covenants in
the the indebtedness may further limit our capacity to raise additional debt or equity financing,
potentially leading to defaults that could accelerate repayment obligations, jeopardizing our
financial stability. If we fail to manage our indebtedness properly, our business, results of
operations and financial condition may be materially and adversely impacted.
Our deferred tax assets may not be recoverable, which may affect our financial conditions
in the future.
As of December 31, 2022, 2023, 2024 and September 30, 2025, our deferred tax assets
amounted to RMB228.6 million, RMB401.1 million, RMB592.3 million and RMB477.2
million respectively. Deferred tax assets arise from the deductible temporary differences
between the carrying amounts of assets and liabilities from financial reporting purposes and
their tax base, as well as unused tax losses and unused tax credits. Deferred tax assets are
recognized to the extent that it is probable that future taxable profit will be available against
which the deductible temporary differences can be utilized. This requires significant judgment
on the tax treatment of certain transactions and also assessment on the probability that adequate
future taxable profits will be available for the deferred tax assets to be recovered. In this
context, we cannot guarantee that the recoverability of our deferred tax assets and to what
extent they may affect our financial condition in the future.
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Any disruption to our information technology systems or any system security threats may
pose a risk to our systems, networks, products and services.
The efficient operation of our business depends on the smooth and efficient operation of
the information technology systems. We rely on these systems for, among other things, the
management of customer information, management of inventory and billing, financial and
budgeting data. Therefore, our business is dependent upon the continued maintenance and
enhancement of our information technology systems. Such systems are subject to certain risks,
such as malfunction, nature disasters and the cyber security risks. Our cybersecurity measures
may not detect or prevent all attempts to compromise our information technology systems,
including distributed denial-of-service attacks, viruses, malicious software, break-ins, phishing
attacks, social engineering, security breaches or other attacks and similar disruptions that may
jeopardize the security of information stored in and transmitted by our information technology
systems or that we otherwise maintain. Breaches of our cybersecurity measures could result in
unauthorized access to our information technology systems, misappropriation of information or
data, deletion or modification of customer information, or a denial-of-service or other
interruption to our business operations. In cases of ransomware attacks, we may be asked to
make a large lump-sum payment in order to resume the operation of our information
technology system, which may materially and adversely impact our business and financial
condition. As techniques used to obtain unauthorized access to or sabotage systems change
frequently and may not be known until launched against us or our third-party service providers,
we may be unable to anticipate, or implement adequate measures to protect against these
attacks. Any disruption to our information technology systems may cause interruptions in the
manufacturing capacity and maintenance of proper business operations, and may cause further
adverse impact on our reputation and the perception of our product quality.
We cannot guarantee that any disruption to our information technology systems or any
system security risks will not occur in the future and we could repair or replace information
technology systems in a timely and cost-effective manner, all of which could adversely affect
our business, financial condition and results of operations.
The insurance coverage we have may not adequately protect us against all operating risks.
Our business is subject to a variety of operational risks, including but not limited to
production disruptions due to operational errors, power outages, equipment failures and
suspension due to other risks; operational restrictions imposed by environmental or other
regulatory requirements; social, political and labor unrest, environmental or industrial
accidents and catastrophic incidents such as fires, earthquakes, explosions, floods or other
natural disasters. In addition, as we may further expand our operations in overseas markets in
the future, we may be exposed to risks related to geopolitical tensions, policy changes and
intellectual property and technology protection. These aforementioned risks may result in,
including but not limited to, damage to or destruction of production facilities, personal injury
or casualties, environmental damage, monetary loss and legal liability. The occurrence of any
of these events may result in disruption of our operations and cause us to suffer substantial
losses or incur significant liabilities.
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Despite the fact that we purchase statutory social insurance and the necessary insurance
types in accordance with relevant laws and our assets (including fixed assets, vehicles and
overseas investments), employee safety, cargo transportation and other applicable items/risks
are covered by commercial insurance after risk assessment and management team approval, we
may not have adequate or full business liability, interruption or litigation insurance coverage
for our operational risks in China and overseas. If we incur material losses or liabilities, and
insurance is not adequate to cover such losses or liabilities, our business, prospects, financial
condition and results of operations may be materially and adversely affected.
We may be involved in legal and other disputes and claims from time to time arising from
our operations and any litigation, legal and contractual disputes, claims or administrative
proceedings against us and any failure to comply with relevant laws and regulations may
expose us to legal risks.
We may be, from time to time, involved in litigation, other legal proceedings or disputes
with our employees, suppliers or customers during the ordinary course of business operations
related to, among other things, products and other types of liability, labor disputes or
contractual disputes. All of these disputes and claims may lead to legal or other proceedings
or cause negative publicity against us, thereby resulting in damage to our reputation,
substantial costs and diversion of resources and management’s attention from our business
activities. We are currently involved in some legal proceedings relating to our business
operations. In addition, we may encounter additional compliance issues in the course of our
operations, which may subject us to administrative proceedings and unfavorable results, and
result in liabilities and delays relating to our production schedules We cannot assure you as to
the outcome of such legal proceedings, and any negative outcome may materially and adversely
affect our reputation, business, prospects, financial condition and results of operations.
Our business is subject to a variety of laws, rules, policies and other obligations regarding
data protection domestically and aboard. Any losses or unauthorized access to or
unauthorized releases of confidential information and personal data could subject us to
significant reputational, financial, legal and operational consequences.
Our business involves the utilization and storage of confidential information, including
but not limited to personal information with respect to our employees. We are subject to laws
relating to the collection, use, retention, protection and transfer of personal information
domestically and aboard. In many cases, these laws apply not only to third-party transactions,
but may also restrict transfers of personal information between us and our overseas
subsidiaries. Several jurisdictions have passed laws in this area, and other jurisdictions are
considering imposing additional restrictions. These laws continue to develop and may vary
from jurisdiction to jurisdiction. Complying with emerging and changing overseas
requirements may cause us to incur substantial costs or require us to change our business
practices. Non-compliance could result in significant penalties or legal liability. Any failure by
us to comply with other domestic and foreign privacy-related or data protection laws and
regulations could result in proceedings against us by governmental entities or others, which
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may lead to reputational impacts and significant legal liabilities. As with all companies, our
data security measures may not be sufficient for all eventualities and may be vulnerable to
hacking, employee error, malfeasance, system error, faulty password management or other
non-compliant incidents.
We may be the subject of unfair competition, harassing or other detrimental conduct by
third parties including complaints to regulatory authorities, negative social media
postings and the public dissemination of malicious statements related to us that could
harm our reputation and affect our business operations.
As an established brand, our image is sensitive to the public’s perception of us as a
business in entirety, which includes not only the quality our products, but also our corporate
management and culture. We cannot guarantee that we may not be the subject of unfair
competition, harassment, or other detrimental conduct by third parties. Such conduct includes
complaints to regulatory authorities, negative social media postings, and malicious assessments
against us. We may be subject to government or regulatory investigation as a result of such
third-party conduct and may be required to spend significant time and incur substantial costs
to address such third-party conduct, and there is no assurance that we will be able to
conclusively refute each of the allegations within a reasonable period of time. Additionally,
allegations against us, may be disseminated by anyone, whether or not related to us. Social
media often publish such content without verifying the accuracy of the content posted and
without affording us an opportunity for redress or correction. Although we had promptly taken
clarification or rectification measures when we faced negative publicity in the past, it cannot
be assured that such measures will always be effective in the future. Any such detrimental
conduct against our Company, Directors, employees, spokespersons or products, regardless of
veracity, could harm our reputation, or lead to potential loss of consumer confidence or
difficulty in retaining or recruiting talents that are essential to our business operations. As a
result, our business, financial condition, results of operations, reputation and prospects may be
materially and adversely affected.
We may not be able to detect or prevent fraud or other misconduct committed by our
employees, agents, suppliers, customers or other third parties.
We may be exposed to fraud or other misconduct committed by our employees, agents,
suppliers, customers or other third parties that could not only subject us to financial losses and
sanctions imposed by governmental authorities but also adversely affect our reputation. Such
misconduct could include: hiding unauthorized or unsuccessful activities, resulting in unknown
and unmanaged risks or losses; intentionally concealing material facts, or failing to perform
necessary due diligence procedures designed to identify potential risks, which are material to
our decision-making processes; improperly using or disclosing confidential information;
engaging in improper activities such as offering bribes to counterparties in return for any type
of benefit or gain; misappropriation of funds; conducting transactions that exceed authorized
limits; engaging in misrepresentation or fraudulent, deceptive or otherwise improper activities;
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engaging in smuggling, embezzlement, theft or other criminal activities; engaging in
unauthorized or excessive transactions to the detriment of our customers; or otherwise not
complying with applicable laws or our internal policies and procedures.
Our internal control measures may be unable to identify all incidents of non-compliance
or suspicious transactions in a timely manner or at all. Furthermore, it is not always possible
to detect and prevent fraud and other misconduct, especially those committed by suppliers or
other third parties, and the precautions we take to prevent and detect such activities may not
be effective. There is no guarantee that fraud or other misconduct will not occur in the future.
If such fraud or other misconduct does occur, it may cause negative publicity as a result. The
failure to detect and prevent fraud and other misconduct may have a material adverse effect on
our reputation, business, financial condition and results of operations.
Natural disasters, public health and public security hazards may severely disrupt our
business and operations.
Our business is subject to general economic and social conditions in China and other
countries and regions where we operate. 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 pose significant risks to the regions, including the cities where we conduct our
operations. 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, financial condition, results of operations and
prospects. Additionally, acts of war and terrorism may also injure our employees, cause loss of
lives, damage our facilities, disrupt our distribution 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 DOING BUSINESS IN THE COUNTRIES AND REGIONS
WHERE WE OPERATE
Changes in global or regional political and economic policies could have an adverse effect
on our business, financial condition, results of operations and subsequently challenge our
competitive position.
Our business, financial condition, results of operations and prospects could be affected by
economic, political and legal developments in the market where we operate. The growth of the
regional and global economy has slowed in recent years. It remains uncertain whether, and for
how long, the regional and global economic downturn will persist. There are considerable
uncertainties over the long-term effects of the monetary and fiscal policies adopted by the
central banks and financial authorities of some of the world’s leading economies. There have
been concerns over the Russia-Ukraine war, as well as unrest and terrorist threats in certain
countries and regions, which have resulted in volatility in oil and other markets. In addition,
the Red Sea crisis, which began on October 19, 2023, disrupted international maritime trade
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and the global supply chain. With the Suez Canal of the Red Sea being a critical conduit for
approximately 30% of the world’s container traffic, the crisis has since been causing surges in
shipping costs. The Red Sea crisis persisted as of the Latest Practicable Date. It is unclear that
whether these challenges and uncertainties will be effectively managed or resolved and what
effects they may have on the global political and economic conditions in the long term. In
particular, factors such as consumer, corporate and government spending, business investment,
volatility of the capital markets and inflation could affect the business and economic
environment, the growth of the new energy equipment industry and ultimately, the profitability
of our business. Governmental regulations and policies in relation to resource allocation,
monetary policies, regulations of financial services and institutions, foreign exchange and
other aspects of the economy, as well as government’s measures or policies in regulating
particular industries or companies may affect our business and results of operations. For
example, the government may implement various measures to encourage economic growth and
guide the allocation of resources, including the utilization of market forces for economic
reform, the reduction of state ownership of productive assets and the establishment of
improved corporate governance in business enterprises. We cannot guarantee the extent to
which our business operations will be able to benefit from such measures or whether such
measures may have negative effect on us. Furthermore, the speed of global or regional
economic growth may vary from year to year, and such growth may be uneven, both
geographically and among various industry sectors. If the business environment in the markets
where we operate changes, our business may be materially and adversely affected.
Policies regarding foreign currency conversion may impact our foreign exchange
transactions, including dividend payment to holders of the H Shares.
Currently, the conversion of Renminbi into foreign currency needs to comply with the
relevant laws and regulations, and exchange and remittance of foreign currencies are subject
to relevant foreign exchange regulations. It cannot be guaranteed that, under a certain exchange
rate, we will have sufficient foreign currency to meet our demand for foreign currency. Under
the current PRC foreign exchange regulatory system, foreign exchange transactions under the
current account conducted by us do not require advance approval from the SAFE, but we are
required to present documentary evidence of such transactions and conduct such transactions
at financial institutions within the PRC that have the license to carry out foreign exchange
business. Foreign exchange transactions under the capital account conducted by us, however,
must be approved in advance by the SAFE or its local branch except for foreign exchange
capital, foreign debts and repatriated funds raised through overseas listing. If we fail to obtain
approval from the SAFE to exchange the Renminbi into any foreign currencies for any
purposes, our capital expenditure plans, businesses, results of operations and financial
condition may be adversely affected. The PRC government may also at its discretion restrict
access to foreign currencies for current account transactions under certain circumstances in the
future. If there are changes in the policies regarding the payment of dividends in foreign
currencies or other changes in foreign exchange policies resulting in insufficient foreign
exchange, we may not be able to pay dividends in foreign currencies to the holders of the H
Shares and even our business may be materially and adversely affected.
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Failure to comply with the Labor Contract Law or other PRC labor related regulations
and rules may have an adverse impact on our financial conditions and results of
operation.
Pursuant to the Labor Contract law of the PRC and its implementation rules, employers
are subject to strict requirements in terms of signing labor contracts, minimum wages,
remuneration, overtime limitations, term of probation and unilateral termination. In the event
that we decide to terminate the employment of some of our employees or otherwise change our
employment or labor practices, the Labor Contract Law and its implementation rules may
require us to consider further administrative and financial implications, which could adversely
affect our business and results of operations. In addition, companies operating in the PRC have
to participate in various employee benefit plans required by the government, including certain
social insurance, housing provident funds and other welfare-oriented payment obligations. The
requirement and implementation of employee benefit plans may vary among local governments
in the PRC, and the relevant government authorities may examine whether an employer has
made adequate payments of the requisite employee benefit payments, employers who fail to
make adequate payments as required may be subject to late payment fees, fines and/or other
penalties. We have opened social insurance registration accounts and housing provident fund
accounts in accordance with laws and regulations related to social insurance and housing
provident funds and paid social insurance and housing provident fund contributions for our
employees. However, our calculation methods of contribution of certain of our employees may
differ from local requirements. We may be required to pay any shortfall in social insurance and
housing provident fund contributions within a prescribed time period and penalties by the
relevant authorities. As advised by our PRC Legal Advisor, (i) we did not receive any
administrative penalties from relevant authorities for violation of laws, rules and regulations
relating to social insurance and housing provident funds contributions during the Track Record
Period, and (ii) the risk of us being required to pay the historical shortfalls collectively or
subject to material administrative penalties by relevant labor resources and social welfare
government authorities and housing funding government authorities for the above-mentioned
issues related to social insurance and housing provident funds during the Track Record Period
is remote.
In addition, pursuant to 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)‘), promulgated on July 31, 2025 and effective
since September 1, 2025, any agreement between an employer and an employee or any
commitment made by an employee to the employer stating that social insurance premiums need
not be paid shall be deemed invalid by the people’s court. If an employer fails to pay social
insurance premiums in accordance with the law, and the employee requests to terminate the
labor contract and claims economic compensation pursuant to Article 38(3) of the Labor
Contract Law of the People’s Republic of China, the people’s court shall support such claims
in accordance with the law. In the circumstances described in the preceding paragraph, if the
employer subsequently pays the social insurance premiums in accordance with the law and
requests the employee to return the compensation already paid for the social insurance
premiums, the people’s court shall support such requests in accordance with the law.
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We have adopted a set of internal policies in relation to social insurance and housing
provident fund contributions. We will endeavor to pay future social insurance and housing
provident fund for our employees in accordance with applicable laws and regulations upon
Listing. Based on relevant practices of social insurance contributions, the adjustment of the
social insurance contribution base is usually made during a designated time period each year
and such time period varies in different regions pursuant to the local requirements. Therefore,
upon the Listing, we will, upon request by the relevant authorities, adjust the social insurance
contribution base as soon as the administrative windows open and make full payment of social
insurance for our employees within the stipulated timeframe as required by the relevant
authorities, if we are ordered to make such adjustment.
The interpretation and implementation of the Labor Contract Law, the Social Insurance
Law and other labor related regulations are still evolving. The application of such regulations
may be subject to changes and we cannot predict how these laws, regulations and rules will be
interpreted and enforced. There can be no assurance that our practice in handling employment-
related matters does not and will not violate labor or employee welfare-related laws and
regulations in markets where we operate, which may subject us to labor disputes or
administrative measures. If we are deemed to have violated relevant labor-related laws and
regulations, we could be required to provide additional compensation to our employees and our
business, financial condition and results of operations could be materially and adversely
affected.
Y ou may have limited recourse in effecting services of legal process or enforcing overseas
judgments against us, our Directors and our senior management.
A substantial part of our assets and a majority of our Directors and senior management
are located in China. As a result, it may not be possible for investors to effect services of
process upon us, or our Directors or senior management who reside in China. China has not
entered into treaties or arrangements providing for the recognition and enforcement of
judgments made by courts of most other jurisdictions.
On July 3, 2008, the Supreme People’s Court of the PRC and Hong Kong entered into the
Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and
Commercial Matters by the Courts of the Mainland and of the Hong Kong Special
Administrative Region Pursuant to Choice of Court Agreements between Parties Concerned
(τ
ર‘), or the 2008 Arrangement. Under the 2008 Arrangement, where any designated PRC
court or any designated Hong Kong court has made an enforceable final judgment requiring
payment of money in a civil or commercial case under a choice of court agreement in writing,
any party concerned may apply to the relevant PRC court or Hong Kong court for recognition
and enforcement of the judgment. On January 18, 2019, the Supreme People’s Court of the
PRC and Hong Kong entered into the Arrangement on Reciprocal Recognition and
Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and
of the Hong Kong Special Administrative Region (ʝႩ̙
τર‘), or the New Arrangement. Effective as of January 29, 2024,
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this mechanism seeks to establish a mechanism with greater clarity and certainty for the
recognition and enforcement of judgments in a wider range of civil and commercial matters
between the PRC court and Hong Kong court. However, the 2008 Arrangement will remain
applicable to a “choice of court agreement in writing” within the meaning of the 2008
Arrangement, which was made before the effective date of the New Arrangement.
Any uncertainties embedded in the legal systems of certain geographic markets where we
operate could affect our business, financial condition and results of operations.
Legal systems of the geographic markets where we operate vary significantly from
jurisdiction to jurisdiction. Some jurisdictions have a civil law system based on written statutes
and others are based on common law. Unlike the common law system, prior court decisions
under the civil law system may be cited for reference but have limited precedential value.
We are subject to certain uncertainties embedded in the legal systems of some geographic
markets where we operate. Laws and regulations that are recently enacted may not sufficiently
cover all aspects of economic activities in such markets. In particular, the interpretation and
enforcement of these laws and regulations are subject to future implementations, and the
application of some of these laws and regulations to our businesses is not settled. Since local
administrative and court authorities are authorized to interpret and implement statutory
provisions and contractual terms, it may be difficult to evaluate the outcome of administrative
and court proceedings and the level of legal protection we have in many of the geographic
markets where we operate. Local courts may have discretion to reject the enforcement of
foreign awards or arbitration awards. These uncertainties may affect our judgment on the
relevance of legal requirements and our ability to enforce our contractual rights or claims. In
addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal
actions, claims concerning the conduct of third parties, or threats in attempt to extract
payments or benefits from us.
Furthermore, many of the legal systems in the geographic markets where we operate are
based in part on their respective government policies and internal rules, some of which are not
published on a timely basis or at all and may have retroactive effects. There are other
circumstances where key regulatory definitions are unclear, imprecise or missing, or where
interpretations that are adopted by regulators are inconsistent with interpretations adopted by
a court in analogous cases. As a result, we may not be aware of our violation of certain policies
or rules until sometime after the violation. In addition, administrative and court proceedings in
some of our geographic markets may be protracted, resulting in substantial costs and diversion
of resources and management attention.
It is possible that a number of laws and regulations may be adopted or construed to be
applicable to us in our geographic markets and elsewhere that could affect our businesses and
operations. Scrutiny and regulations of the industries in which we operate may further increase,
and we may be required to devote additional legal and other resources to addressing these
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regulations. Changes in current laws or regulations or the imposition of new laws and
regulations in our geographic markets may slow the growth of the intelligent equipment and
affect our business, financial condition and results of operations.
If we fail to meet the extensive requirements relating to supervision of listed companies
in the PRC, our business, results of operations and financial condition could be adversely
affected.
As a listed company in the PRC, we are subject to extensive requirements relating to the
supervision of listed companies in the PRC, which are designed to standardize the operation
of listed companies, enhance the corporate governance of listed companies, protect the legal
rights and interests of investors, promote the steady and healthy development of China’s capital
market and safeguard the social and economic order and social and public interests. These
regulations often impose corresponding requirements on all aspects of listed companies,
including, but not limited to, governance structure, trading practices and information
disclosure. The PRC regulatory authorities, including, but not limited to, the CSRC and the
Shenzhen Stock Exchange, conduct periodic inspections, examinations and inquiries in respect
of our compliance with such requirements. Despite our efforts to comply with applicable
regulations, we cannot assure that we will be able to meet all the applicable regulatory
requirements, or comply with all the applicable regulations and guidelines at all times. Failure
to comply with such requirements could result in self-regulatory measures, disciplinary
sanctions, rectification, warning or fines. In the event we are penalized, our business, results
of operations and financial condition could be adversely affected.
Non-PRC Holders of our H Shares may be subject to PRC income tax obligations.
Under the EIT Law and its implementation rules, subject to any applicable tax treaty or
similar arrangement between the PRC and a non-PRC investor’s jurisdiction of residence that
provides for a different income tax arrangement, PRC withholding tax at the rate of 10% is
normally applicable to dividends from PRC sources payable to investors that are non-PRC
resident enterprises, which do not have an establishment or place of business in the PRC, or
which have an establishment or place of business in the PRC if the relevant income is not
effectively connected with such establishment or place of business. Any gains realized on the
transfer of shares by such investors are subject to a 10% PRC income tax rate if such gains are
regarded as income from sources within the PRC unless a treaty or similar arrangement
provides otherwise.
Under the PRC Individual Income Tax Law (‘) and its
implementation rules, dividends from sources within the PRC paid to foreign individual
investors who are not PRC residents are generally subject to a PRC withholding tax at a rate
of 20% and gains from PRC sources realized by such investors on the transfer of shares are
generally subject to a 20% PRC income tax rate, in each case, subject to any reduction or
exemption set forth in applicable tax treaties and PRC laws. Pursuant to the Circular on
Questions Concerning the Collection of Individual Income Tax Following the Repeal of Guo
Shui Fa [1993] No. 045 (਷೼೯[1993]045ஷ
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‘) (Guo Shui Han [2011] No. 348) ( ਷೼Ռ[2011]348 ໮) dated June 28, 2011, issued by the
SA T, 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 whether
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 (ɛᔷ
‘) issued by the MOF of the PRC and the SA T on
March 30, 1998, gains of individuals derived from the transfer of listed shares of enterprises
may be exempt from individual income tax. In addition, on December 31, 2009, the MOF, the
SA T and the CSRC jointly issued the Circular on Relevant Issues Concerning the Collection
of Individual Income Tax over the Income Received by Individuals from Transfer of Listed
Shares Subject to Sales Limitation (੻೼Ϟᗫ
‘) (Cai Shui [2009] No. 167) which states that individuals’ income from the
transfer of listed shares on certain domestic exchanges shall continue to be exempted from
individual income tax, except for the relevant shares which are subject to sales restrictions as
defined in the Supplementary Circular on Relevant Issues Concerning the Collection of
Individual Income Tax over the Income Received by Individuals from Transfer of the Listed
Shares Subject to Sales Limitations (੻೼Ϟ
‘) (Cai Shui [2010] No. 70). 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 enterprises listed on
overseas stock exchanges. To our knowledge, in practice, the PRC tax authorities have not
sought to collect individual income tax from non-PRC resident individuals on gains from the
transfer of listed shares of PRC resident enterprises on overseas stock exchanges. However,
there is no assurance as to whether further implemented laws, regulations, or practices in the
future would result in levying income tax on non-PRC resident individuals on gains from the
sale of H shares.
If the PRC income tax is imposed on gains realized 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. Furthermore, our Shareholders whose jurisdictions of residence have
tax treaties or arrangements with the PRC may not qualify for benefits under such tax treaties
or arrangements.
Our offshore subsidiaries may be treated as a resident enterprise for PRC tax purposes.
Under EIT Law and the Implementation Rules of the Enterprise Income Tax Law of the
PRC (ૢԷ‘), enterprises established under the laws of
jurisdictions outside of China with “de facto management bodies” located in China may be
considered PRC tax resident enterprises for tax purposes and may be subject to the PRC
enterprise income tax at the rate of 25% on their global income. In addition, the Notice
Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC
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Tax Resident Enterprises on the Basis of De Facto Management Bodies (׵
‘), or Circular
82, specifies that certain Chinese-controlled offshore incorporated enterprises, defined as
enterprises incorporated under the laws of foreign countries or territories and that have PRC
enterprises or enterprise groups as their primary controlling shareholders, will be classified as
resident enterprises if all of the following conditions are met: (i) senior management personnel
and departments that are responsible for daily production, operation and management are
located mainly within China; (ii) financial and personnel decisions are subject to determination
or approval by bodies or persons in China; (iii) key properties, accounting books, company seal
and minutes of board meetings and shareholders’ meetings are located or kept within China;
and (iv) at least half of the directors with voting rights or senior management reside within
China. The State Administration of Taxation of the PRC, or SA T, has subsequently provided
further guidance on the implementation of Circular 82.
Although our offshore subsidiaries have substantive business operations in the countries
or regions where they located, as our Company is a PRC enterprise, our offshore subsidiaries
may be questioned by the competent regulatory authorities, and if our offshore subsidiaries are
deemed PRC resident enterprises, they could be subject to the EIT at 25% on their global
income, except that the dividends they receive from our PRC subsidiaries, if any, may be
exempt from the EIT to the extent such dividend income constitutes “dividends received by a
PRC resident enterprise from its directly invested entity that is also a PRC resident enterprise.”
Nonetheless, it remains subject to future interpretation as to what type of enterprise would be
deemed a “PRC resident enterprise” for such purposes. The EIT on our subsidiaries’ global
income could significantly increase our tax burden and affect our cash flows and profitability.
We may be subject to additional regulatory requirements relating to new laws and
regulations in connection with overseas securities offering and listing issued by PRC
government authorities.
On February 17, 2023, the CSRC issued Trial Administrative Measures of Overseas
Securities Offering and Listing by Domestic Companies ( ྤʫΆุྤ̮೯БᗇՎձɪ̹၍ଣ
‘) and five supporting guidelines, which had become effective on March 31, 2023
together with several follow-up supporting guidelines, (the “Trial Measures”). The Trial
Measures are applicable to overseas securities offering and listing conducted by issuers who
are (i) companies incorporated in the PRC (“PRC domestic companies”) and (ii) companies
incorporated overseas with substantial operations in the PRC. The Trial Measures lay out the
arrangements for regulatory filings for both direct and indirect overseas offerings, and clarify
the determination criteria for indirect overseas offerings in overseas markets. For details, see
“Regulatory Overview — Laws and Regulations on Overseas Offering and Listing.” The Trial
Measures, or any pertinent rules or regulations promulgated in the future, has and will subject
us, or our financing activities, to additional compliance requirements in the future. Any failure
on our part to fully comply with the new regulatory requirements will significantly limit or
completely hinder our future financing activities.
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We could be subject to changes in our tax rates, the adoption of new tax legislation or
exposure to additional tax liabilities.
The EIT Law imposes a tax rate of 25% on business enterprises. Our Company and some
of our subsidiaries are entitled to preferential tax treatment. For example, our Company and
several of our subsidiaries in mainland China have been qualified as high-tech enterprises or
engaged in policy-encouraged businesses, accordingly; they were entitled to a preferential
income tax rate of 15% during the Track Record Period. See Note 11 to the Accountants’
Report in Appendix I to this prospectus. To the extent there are any changes in the laws and
regulations governing preferential tax treatment or increases in our effective tax rate due to any
other reasons, our tax liability would increase correspondingly. In addition, the PRC
government may amend or restate regulations on income, withholding, value-added, and other
taxes. Non-compliance with the tax laws and regulations in mainland China may also result in
penalties or fines imposed by relevant tax authorities. Adjustments or changes to tax laws and
regulations in mainland China and tax penalties or fines could affect our businesses, financial
condition and results of operations.
We also operate in countries and regions overseas and are subject to various taxes. We
have also adopted transfer pricing arrangements among our group companies in various
countries and regions to regulate intragroup transactions. As such our Group’s tax position may
be subject to review by relevant government authorities and changes in law. Due to the fact that
the tax environment can be different in different jurisdictions and that the regulations regarding
various taxes, including but not limited to corporate income tax, are complex, our overseas
operations may expose us to risks associated with the overseas tax policy changes. Due to
economic and political conditions, tax rates in various jurisdictions may be subject to
significant change. Our effective tax rates could be affected by changes in the mix of earnings
in countries with differing statutory tax rates, changes in the valuation of deferred tax assets
and liabilities, or changes in tax laws or their interpretation. Dealing with such regulatory
complexities and changes may require us to invest more managerial and financial resources,
which in turn could affect our results of operations.
We are also subject to the examination of our tax returns and other tax matters by local
and overseas tax authorities and governmental authorities. We regularly assess the likelihood
of an adverse outcome resulting from these examinations to determine the adequacy of our
provision for taxes. There can be no assurance as to the outcome of these examinations. If our
effective tax rates were to increase, or if the ultimate determination of our taxes payable is for
an amount in excess of amounts previously accrued, our financial condition, operating results
and cash flows could be adversely affected.
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RISKS RELATING TO THIS GLOBAL OFFERING
We will be concurrently subject to PRC and Hong Kong listing and regulatory
requirements.
As we are listed on the Shenzhen Stock Exchange and will be listed on the Main Board
of the Stock Exchange, we will be required to comply with the listing rules (where applicable)
and other regulatory regimes of both jurisdictions, unless otherwise agreed by the relevant
regulators. Accordingly, we may incur additional costs and resources in complying with the
requirements of both jurisdictions.
Our A Shares are listed on the Shenzhen Stock Exchange, and the characteristics of the
A Share and H Share markets may differ.
Our A Shares are listed on the Shenzhen Stock Exchange. Following the Global Offering,
our A Shares will continue to be traded on the Shenzhen Stock Exchange and our H Shares will
be traded on the Stock Exchange. Under current PRC laws and regulations, without the
approval from the relevant regulatory authorities, our H Shares and A Shares are neither
interchangeable nor fungible, and there is no trading or settlement between the H Share and A
Share markets. With different trading characteristics, the H Share and A Share markets have
divergent trading volumes, liquidity and investor bases, as well as different levels of retail and
institutional investor participation. As a result, the trading performance of our H Shares and A
Shares may not be comparable. Nonetheless, fluctuations in the price of our A Shares may
adversely affect the price of our H Shares, and vice versa. Furthermore, due to the different
characteristics of the H Share and A Share markets, the historical prices of our A Shares may
not be indicative of the performance of our H Shares. Y ou should therefore not place undue
reliance on the trading history of our A Shares when evaluating the investment decision in our
H Shares.
An active trading market for our H Shares may not develop or be sustained.
Prior to the Global Offering, there was no public market for our H Shares. We cannot
assure you that a public market for our H Shares with adequate liquidity will develop and be
sustained following the completion of Global Offering. The initial Offer Price for our H Shares
to the public will be the result of negotiations, and the Offer Price may differ significantly from
the market price of the H Shares following the Global Offering.
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 Offer
Size Adjustment Option and the Over-allotment Option). However, the listing on the Stock
Exchange 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
RISK FACTORS
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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.
The price and trading volume of our H Shares may be volatile, which could materially and
adversely affect the market price of our H Shares.
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 Stock Exchange and other securities
markets have, from time to time, experienced significant price and trading volume volatility
that are not related to the operating performance of any particular company. The business and
performance and the market price of the shares of other companies engaging in similar business
may also affect the price and trading volume of our Shares. In addition to market and industry
factors, the price and trading volume of our 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 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 the PRC 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.
Y ou will incur immediate and substantial dilution, and may experience further dilution in
the future.
The Offer Price of the Offer Shares is higher than the net tangible asset value per H 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. In order 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 H Share of their H Shares if we issue additional Shares in the future at a price
which is lower than the net tangible asset value per H Share at that time. Furthermore, we may
issue Shares pursuant to any existing or future share option incentive scheme, which would
further dilute our Shareholders’ interests in our Company.
The interests of our Controlling Shareholders may not be aligned with the interests of
other Shareholders.
Immediately following the completion of the Global Offering and assuming that the Offer
Size Adjustment Option and the Over-allotment Option are not exercised and no other changes
are made to the issued share capital of our Company between the Latest Practicable Date and
the Listing, our Controlling Shareholders will hold approximately 30.51% of the issued share
capital of our Company. This concentration of ownership may discourage, delay or prevent a
change in control of our Company, which could deprive other Shareholders of an opportunity
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to receive a premium for their Shares as part of a sale of our Company and might reduce the
price of our H Shares. These events may occur even if they are opposed by our other
Shareholders. In addition, the interests of our Controlling Shareholders may differ from the
interests of our other Shareholders. It is possible that our Controlling Shareholders may
exercise their substantial influence over us and cause us to enter into transactions or take, or
fail to take, actions or make decisions that conflict with the best interests of our other
Shareholders.
Actual or perceived sale or availability for sale of substantial amounts of our Shares could
adversely affect the market price of our Shares.
Future sales of a substantial number of our Shares, especially by our Directors, executive
officers and Controlling Shareholders, or the perception or anticipation that such sales might
occur, could negatively impact the market price of our Shares and our ability to raise equity
capital in the future at a time and price that we deem appropriate. Certain amount of the Shares
controlled by our Controlling Shareholders are subject to certain lock-up periods beginning on
the date on which trading in our Shares commences on the Stock Exchange. While we currently
are not aware of any intention of such persons to dispose of significant amounts of their Shares
after the expiry of the lock-up periods, we cannot assure you that they will not dispose of any
Shares they may own now or in the future. In addition, certain existing Shareholders of our
Shares are not subject to lock-up agreements. Market sale of Shares by such Shareholders and
the availability of these Shares for future sale may have a negative impact on the market price
of our Shares.
Our historical dividends may not be indicative of our future dividend policy, and there
can be no assurance that we will declare and distribute any amount of dividends in the
future.
We have declared dividends in the past. However, there is no assurance that we will
declare dividends in the future. Under the applicable PRC laws, the payment of dividends may
be subject to certain limitations, and the calculation of our profit under applicable accounting
standards differs in certain respects from the calculation under IFRS. The declaration, payment
and amount of our future dividends will depend upon our earnings and financial condition,
operating requirements, capital requirements, applicable laws and regulations and any other
conditions that our Directors may deem relevant and will be subject to the approval of our
Shareholders. Any declaration and payment as well as the amount of dividends will be subject
to our constitutional documents and the applicable PRC laws and regulations, and would
require approval at our shareholders’ meeting. No dividend shall be declared or payable except
out of our profits and reserves lawfully available for distribution. For details, see “Financial
Information — Dividend and Dividend Policy.” There can be no assurance that dividends of
any amount will be declared or distributed in any year in the future. Our historical dividends
should not be taken as indicative of our dividend policy in the future.
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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. Y ou are cautioned that reliance on any forward-looking statement
involves risks and uncertainties and that any or all of those assumptions could prove to be
inaccurate and as a result, the forward-looking statements based on those assumptions could
also be incorrect. In light of these and other 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 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 to update or
otherwise revise the forward-looking statements in this prospectus to the public, whether as a
result of new information, future events or otherwise. Accordingly, you should not place undue
reliance on any forward-looking information. All forward-looking statements in this prospectus
are qualified by reference to this cautionary statement.
Certain facts, forecasts and other statistics in this prospectus are derived from various
publicly available official government sources, which have not been independently
verified.
This prospectus, particularly the section headed “Industry Overview,” contains
information and statistics relating to the intelligent equipment and other economic data. Such
information and statistics have been derived from third-party reports, either commissioned by
us or publicly accessible, and other publicly available sources. We believe that the sources of
the information are appropriate, and we have taken reasonable care in extracting and
reproducing such information. However, the information derived from official government
sources has not been independently verified by us, any of the Joint Sponsors, 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. Y ou should therefore not place
undue reliance on such information.
Y ou should not place reliance on any information released by us in connection with the
listing of our A Shares on the Shenzhen Stock Exchange.
As our A Shares are listed on the Shenzhen Stock Exchange, we have been subject to
periodic reporting and other information disclosure requirements in the PRC. As a result, from
time to time we publicly release information relating to ourselves on the Shenzhen Stock
Exchange or other media outlets designated by the CSRC. However, the information announced
by us in connection with our A Shares is based on the regulatory requirements of the securities
authorities and market practices in the PRC which are different from those applicable to our
H Shares. Such information does not and will not form a part of this prospectus. As a result,
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prospective investors in our H Shares are reminded that, in making their investment decisions
as to whether to purchase our H Shares, they should rely only on the financial, operating and
other information included in this prospectus. By applying to purchase our H Shares in the
Global Offering, you will be deemed to have agreed that you will not rely on any information
other than that contained in this prospectus and any formal announcements made by us in Hong
Kong with respect to the Global Offering.
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 Shares or the Global Offering.
There has 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. We do not accept any
responsibility for the accuracy or completeness of any information reported by the press or
other media, nor the fairness or appropriateness of any forecasts, views or opinions expressed
by the press or other media regarding our Shares, the Global Offering or us. 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. Y ou should rely solely upon the information contained in
this prospectus, the Global Offering and any formal announcements made by us in Hong Kong
in making your investment decision regarding our H Shares. By applying to purchase our H
Shares in the Global Offering, you will be deemed to have agreed that you will not rely on any
information other than that contained in this prospectus and any formal announcements made
by us in Hong Kong with respect to the Global Offering.
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In preparation for the Global Offering, we have sought the following waivers from strict
compliance with the relevant provisions of the Listing Rules and exemption from strict
compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance:
Rules Subject matter
Rules 8.12 and 19A.15 of the Listing
Rules /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Management presence in Hong Kong
Rules 3.28 and 8.17 of the Listing Rules /H1118Appointment of joint company secretaries
Rule 14A.105 of the Listing Rules /H1118/H1118/H1118/H1118/H1118/H1118Continuing connected transactions
Rule 10.04 of and Paragraph 1C(2) of
Appendix F1 to the Listing Rules /H1118/H1118/H1118/H1118/H1118
Allocation of H Shares to Existing
Minority Shareholders and their close
associates
Paragraph 15(2)(c) of Appendix D1A to
the Listing Rules /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Disclosure of Offer Price
Rule 4.04(1) of the Listing Rules and
Paragraph 27 of Part I and Paragraph
31 of Part II of the Third Schedule to
the Companies (Winding Up and
Miscellaneous Provisions) Ordinance /H1118/H1118
Consolidated Results in respect of each of
the three financial years immediately
preceding the issue of this prospectus
MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rule 8.12 of the Listing Rules, an issuer must have sufficient management
presence in Hong Kong. This will normally mean that at least two of its 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.
Our Group’s management headquarters, senior management, business operations and
assets are primarily based outside Hong Kong. The Directors consider that the appointment of
executive directors who will be ordinarily resident in Hong Kong would not be beneficial to,
or appropriate for, our Group and therefore would not be in the best interests of our Company
or the Shareholders as a whole. Therefore, our Company does not, and does not contemplate
in the foreseeable future that we will, have sufficient management presence in Hong Kong for
the purpose of satisfying the requirements under the Listing Rules.
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Accordingly, pursuant to Rule 19A.15 of the Listing Rules, we have applied for, and the
Stock Exchange has granted, a waiver from strict compliance with Rule 8.12 of the Listing
Rules. We will ensure that there is an effective channel of communication between the Stock
Exchange and us by way of the following arrangements:
(a) pursuant to Rule 3.05 of the Listing Rules, we have appointed and will continue to
maintain two authorised representatives who shall act at all times as the principal
channel of communication with the Stock Exchange. Each of our authorised
representatives will be readily contactable by the Stock Exchange by telephone,
facsimile and/or e-mail to deal promptly with enquiries from the Stock Exchange.
Both of our authorised representatives are authorised to communicate on our behalf
with the Stock Exchange. At present, our two authorised representatives are Mr.
Wang, our executive Director, chairman of the Board and general manager, and Ms.
HO Wing Nga, our joint company secretary;
(b) pursuant to Rule 3.20 of the Listing Rules, each Director will provide their contact
information to the Stock Exchange and to the authorised representatives. This will
ensure that the Stock Exchange and the authorised representatives should have
means for contacting all Directors promptly at all times as and when required;
(c) we will endeavour to ensure that each Director who is not ordinarily resident in
Hong Kong possesses or can apply for valid travel documents to visit Hong Kong
and can meet with the Stock Exchange within a reasonable period; and
(d) pursuant to Rule 3A.19 of the Listing Rules, we have retained the services of Red
Solar Capital Limited as compliance adviser (the “ Compliance Adviser ”), who will
act as an additional channel of communication with the Stock Exchange. We will
ensure that the Compliance Adviser will have access at all times to our authorised
representatives, our Directors and other officers. We shall also ensure that such
persons will promptly provide such information and assistance as the Compliance
Adviser may need or may reasonably request in connection with the performance of
the Compliance Adviser’s duties as set forth in Chapter 3A of the Listing Rules. We
shall ensure that there are adequate and efficient means of communication among
our Company, our authorised representatives, our Directors, and other officers and
the Compliance Adviser, and will keep the Compliance Adviser fully informed of all
communications and dealings between us and the Stock Exchange.
APPOINTMENT OF JOINT COMPANY SECRETARIES
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, the company secretary must be an
individual who, by virtue of their academic or professional qualifications or relevant
experience, is, in the opinion of the Stock Exchange, capable of discharging the functions of
the company secretary.
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Pursuant to Note 1 to Rule 3.28 of the Listing Rules, the Stock Exchange considers the
following academic or professional qualifications to be acceptable:
(a) a member of The Hong Kong Institute of Chartered Secretaries;
(b) a solicitor or barrister as defined in the Legal Practitioners Ordinance (Chapter 159
of the Laws of Hong Kong); and
(c) a certified public accountant as defined in the Professional Accountants Ordinance
(Chapter 50 of the Laws of Hong Kong).
Pursuant to Note 2 to Rule 3.28 of the Listing Rules, in assessing “relevant experience”,
the Stock Exchange will consider the individual’s:
(a) length of employment with the issuer and other issuers and the roles he or she
played;
(b) familiarity with the Listing Rules and other relevant laws and regulations including
the SFO, the Companies Ordinance, the Companies (Winding Up and Miscellaneous
Provisions) Ordinance and the Takeovers Code;
(c) relevant training taken and/or to be taken in addition to the minimum requirement
under Rule 3.29 of the Listing Rules; and
(d) professional qualifications in other jurisdictions.
Our Company appointed Dr. Y AO Y ao (“ Dr. Y ao”), our deputy general manager and
Board secretary, and Ms. HO Wing Nga (“ Ms. Ho ”), the Managing Director, Entity Solutions
of Computershare Hong Kong Investor Services Limited, as joint company secretaries of our
Company. For further details, see “Directors and Senior Management — Joint Company
Secretaries” for their biographies.
Ms. Ho is a fellow of both The Hong Kong Chartered Governance Institute and The
Chartered Governance Institute, and therefore meets the qualification requirements under Note
1 to Rule 3.28 of the Listing Rules and is in compliance with Rule 8.17 of the Listing Rules.
Our Company’s principal business activities are outside Hong Kong. Our Company
believes that it would be in the best interests of our Company and the corporate governance of
our Group to have as its joint company secretary a person such as Dr. Y ao, who is an employee
of our Company and who has day-to-day knowledge of our Company’s affairs. Dr. Y ao has the
necessary nexus to the Board and close working relationship with management of our Company
in order to perform the function of a joint company secretary and to take the necessary actions
in the most effective and efficient manner.
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Accordingly, we have applied 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 for a
three-year period from the Listing Date, in accordance with paragraphs 11 to 17 of Chapter
3.10 of the Guide for New Listing Applicants, on the conditions that: (i) Ms. Ho is appointed
as a joint company secretary to assist Dr. Y ao in discharging his functions as a company
secretary and in gaining the relevant experience under Rule 3.28 of the Listing Rules; the
waiver will be revoked immediately if Ms. Ho, during the three-year period, ceases to provide
assistance to Dr. Y ao as the joint company secretary; and (ii) the waiver will be revoked if there
are material breaches of the Listing Rules by our Company. In addition, Dr. Y ao will comply
with the annual professional training requirement under Rule 3.29 of the Listing Rules and will
enhance his knowledge of the Listing Rules during the three-year period from the Listing Date.
Our Company will further ensure that Dr. Y ao has access to the relevant training and support
that would enhance his understanding of the Listing Rules and the duties of a company
secretary of an issuer listed on the Stock Exchange. Before the end of the three-year period,
the qualifications and experience of Dr. Y ao and the need for on-going assistance of Ms. Ho
will be further evaluated by our Company. We will demonstrate Dr. Y ao, having benefited from
the assistance of Ms. Ho for the preceding three years, will have acquired the skills necessary
to carry out the duties of company secretary and the relevant experience within the meaning
of Note 2 to Rule 3.28 of the Listing Rules so that a further waiver will not be necessary.
CONTINUING CONNECTED TRANSACTIONS
We have entered into certain transactions which will constitute continuing connected
transactions of our Company under the Listing Rules following the completion of the Listing.
We have applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver from
strict compliance with the announcement requirements under the Listing Rules. For further
details in this respect, see “Connected Transactions.”
ALLOCATION OF H SHARES TO EXISTING MINORITY SHAREHOLDERS AND
THEIR CLOSE ASSOCIATES
Rule 10.04 of the Listing Rules requires that a person who is an existing shareholder of
the issuer may only subscribe for or purchase any securities for which listing is sought which
are being marketed by or on behalf of the issuer 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. It is
provided in Rule 10.03(1) of the Listing Rules that no securities may be offered to existing
shareholders on a preferential basis and no preferential treatment may be given to them in the
allocation of the securities; and in Rule 10.03(2) that the minimum prescribed percentage of
public shareholders required by Rule 8.08(1) must be achieved.
Paragraph 1C(2) of Appendix F1 to the Listing Rules provides that no allocations will be
permitted to the existing shareholders of the applicant or their close associates, whether in their
own names or through nominees, in the Global Offering unless the conditions set out in Rules
10.03 and 10.04 of the Listing Rules are fulfilled.
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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.
Prior to the Listing, our Company’s share capital comprises entirely A Shares listed on the
Shenzhen Stock Exchange. As a company listed on the Shenzhen Stock Exchange with its A
Shares publicly traded thereon and with a large and widely dispersed public A Shares
shareholder base, it would be unduly burdensome for us to seek the prior consent of the Stock
Exchange for each of our minority existing Shareholders or their close associates who
subscribe for the H Shares in the Global Offering.
We have applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver
from strict compliance with the requirements under Rule 10.04 and consent under Paragraph
1C(2) of Appendix F1 to the Listing Rules to permit H Shares in the International Offering to
be placed to certain existing minority Shareholders who (i) hold less than 5% of the voting
rights of our Company prior to the completion of the Global Offering and (ii) are not and will
not become (upon the completion of the Global Offering) core connected persons of our
Company or the close associates of any such core connected person (together, the “ Existing
Minority Shareholders ”), subject to the conditions as follows:
(a) each Existing Minority Shareholder to whom our Company may allocate the H
Shares under the International Offering holds less than 5% of the voting rights in our
Company prior to the completion of the Global Offering;
(b) each Existing Minority Shareholder is not, and will not be, a core connected person
of our Company or any close associate of any such core connected person
immediately prior to or following the Global Offering;
(c) none of the Existing Minority Shareholders has the power to appoint any Directors
nor have any other special rights in our Company;
(d) to the best knowledge and belief of our Company and the Joint Sponsors, and based
on discussions between our Company and the Overall Coordinators and
confirmations required to be submitted to the Stock Exchange by the Joint Sponsors,
we will confirm to the Stock Exchange that:
i. in case of participation as cornerstone investors, no preferential treatment has
been, nor will be, given to the Existing Minority Shareholders and/or their
close associates by virtue of their relationship with our Company, other than
the preferential treatment of assured entitlement under a cornerstone
investment following the principles set out in Chapter 4.15 of the Guide, and
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Existing Minority Shareholders’ cornerstone investment agreements do not
contain any material terms which are more favorable to the Existing Minority
Shareholders than those in other cornerstone investment agreements; or
ii. in case of participation as placees, no preferential treatment will be given to the
Existing Minority Shareholders and/or their close associates in the allocation
process by virtue of their relationship with our Company;
(e) in the case of participation as placees, the Overall Coordinators will confirm to the
Stock Exchange that, to the best of their knowledge and belief, no preferential
treatment has been, nor will be, given to any of the Existing Minority Shareholders
or their close associates by virtue of their relationship with our Company in any
allocation in the International Offering; and
(f) the Joint Sponsors will confirm to the Stock Exchange that based on (i) their
discussions with our Company and the Overall Coordinators; and (ii) the
confirmations provided to the Stock Exchange by our Company and the Overall
Coordinators, and to the best of their knowledge and belief, they have no reason to
believe that the Existing Minority Shareholders and/or their close associates
received any preferential treatment in the allocation process either as cornerstone
investors or as placees by virtue of their relationship with our Company, other than,
in the case of participation as cornerstone investors, the preferential treatment of
assured entitlement under a cornerstone investment following the principles set out
in Chapter 4.15 of the Guide, and details of allocation to the Existing Minority
Shareholders holding more than 1% of the total issued share capital of our Company
immediately prior to the completion of the Global Offering and/or their close
associates will be disclosed in this prospectus (for cornerstone investors) and
allotment results announcement (for both cornerstone investors and placees) of our
Company.
DISCLOSURE OF OFFER PRICE
Paragraph 15(2)(c) of Appendix D1A to the Listing Rules provides that the issue price or
offer price of each security must be disclosed in the prospectus. Pursuant to Paragraph 12 of
Chapter 4.14 of the Guide, the Stock Exchange also allows an indicative offer price range to
be included in the prospectus, as an alternative to the disclosure of a fixed offer price.
We have applied to the Stock Exchange a waiver from strict compliance with paragraph
15(2)(c) of Appendix D1A to the Listing Rules so that the Company will only disclose the
maximum Offer Price in the Prospectus on the below basis:
(a) The Offer Price will be determined with reference to, among other factors, the
closing price of the Company’s A Shares on the Shenzhen Stock Exchange on the
last trading day on or before the Price Determination Date. Our Company is unable
to control the trading price of our A Shares on the Shenzhen Stock Exchange;
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(b) Setting a fixed offer price or an offer price range with a low-end may adversely
affect our ability to price our H Shares in the best interests of our Shareholders and
the market price of the A Shares and the Hong Kong Offer Shares;
(c) Pursuant to paragraphs 9 and 10(b) of the Third Schedule to the Companies
(Winding Up and Miscellaneous Provisions) Ordinance, the amount payable on
application and allotment on each share, and the price to be paid for shares
subscribed for, shall be specified in the Prospectus, respectively. Disclosure of a
maximum offer price complies with the requirements prescribed under paragraphs 9
and 10(b) of Part A the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance by providing a clear indication of the
maximum subscription consideration a potential investor shall pay for the Offer
Shares; and
(d) A maximum Offer Price will be disclosed in this prospectus. This alternative
disclosure approach would not prejudice the interests of the investing public in
Hong Kong.
The Stock Exchange has granted to us a waiver from strict compliance with paragraph
15(2)(c) of Appendix D1A to the Listing Rules on the conditions that (1) in no circumstances
will we set the Offer Price for the Hong Kong Offer Shares be greater than the maximum Offer
Price as stated in the Prospectus; and (2) the Prospectus will disclose:
(a) the maximum Offer Price;
(b) the time for the determination of the Offer Price and the form of its publication;
(c) the historical prices of the Company’s A Shares and trading volume on the Shenzhen
Stock Exchange during the Track Record Period and up to the Latest Practicable
Date;
(d) the determinants of the final Offer Price; and
(e) the source for investors to access the latest market price of the Company’s A Shares.
See “Structure of the Global Offering — Pricing — Determining the Offer Price” in this
prospectus for the historical prices of our A Shares and trading volume on the Shenzhen Stock
Exchange.
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W AIVER IN RELATION TO RULE 4.04(1) OF THE LISTING RULES AND
EXEMPTION FROM COMPLIANCE WITH PARAGRAPH 27 OF PART I AND
PARAGRAPH 31 OF PART II OF THE THIRD SCHEDULE TO THE COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE
Pursuant to Rule 4.04(1) of the Listing Rules, the accountant’s report contained in this
prospectus must include, inter alia, the results of our Company in respect of each of the three
financial years immediately preceding the issue of this prospectus or such shorter period as
may be acceptable to the Stock Exchange.
Pursuant to section 342(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, a prospectus shall include the matters specified in Part I of the Third Schedule to
the Companies (Winding Up and Miscellaneous Provisions) Ordinance and set out the reports
specified in Part II of the Third Schedule to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance.
Pursuant to paragraph 27 of Part I of the Third Schedule to the Companies (Winding Up
and Miscellaneous Provisions) Ordinance, our Company is required to include in this
prospectus a statement as to the gross trading income or sales turnover (as the case may be)
of our Company during each of the three financial years immediately preceding the issue of this
prospectus as well as an explanation of the method used for the computation of such income
or turnover and a reasonable breakdown of the more important trading activities.
Pursuant to paragraph 31 of Part II of the Third Schedule to the Companies (Winding Up
and Miscellaneous Provisions) Ordinance, our Company is required to include in this
prospectus a report by the auditor of our Company with respect to profits and losses in respect
of each of the three financial years immediately preceding the issue of this prospectus and
assets and liabilities of our Company at the last date to which the financial statements of our
Company were prepared.
Pursuant to section 342A(1) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, the SFC may issue, subject to such conditions (if any) as the SFC thinks
fit, a certificate of exemption from compliance with the relevant requirements under the
Companies (Winding Up and Miscellaneous Provisions) Ordinance if, having regard to the
circumstances, the SFC considers that the exemption will not prejudice the interests of the
investing public and compliance with any or all of such requirements would be irrelevant or
unduly burdensome, or is otherwise unnecessary or inappropriate.
The Accountants’ Report for each of the three years ended December 31, 2024 and the
nine months ended September 30, 2025 has been prepared and is set out in Appendix I to this
prospectus.
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Pursuant to the relevant requirements set out above, our Company is required to produce
three full years of audited accounts for the three years ended December 31, 2025. As such, an
application has been made to the Stock Exchange for a waiver from strict compliance with Rule
4.04(1) of the Listing Rules, and such waiver has been granted by the Stock Exchange on the
conditions that:
(a) this prospectus will be issued on or before February 3, 2026 and the Company’s
H Shares will be listed on or before March 31, 2026, i.e. three months after the latest
financial year end;
(b) in accordance with Chapter 1.1A of the Guide for New Listing Applicants, a profit
estimate for the financial year ended December 31, 2025 has been included in this
prospectus, in compliance with Rules 11.17 to 11.19 of the Listing Rules and a
Directors’ statement that there is no material and adverse change to the financial and
trading positions or prospects of our Company, with specific reference to the trading
results from October 1, 2025 to December 31, 2025; and
(c) our Company obtains a certificate of exemption from the SFC on strict compliance
with paragraph 27 of Part I and paragraph 31 of Part II of the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance.
An application has also been made to the SFC for a certificate of exemption from strict
compliance with the requirements under paragraph 27 of Part I and paragraph 31 of Part II of
the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance
and a certificate of exemption has been granted by the SFC under section 342A of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance on the conditions that (i)
the particulars of the exemption are set out in this prospectus; (ii) this prospectus will be issued
on or before February 3, 2026 and the Company’s H Shares will be listed on or before March
31, 2026, i.e. three months after the latest financial year end.
The applications to Stock Exchange for a waiver from strict compliance with Rule 4.04(1)
of the Listing Rules and to the SFC for a certificate of exemption from strict compliance with
the requirements under paragraph 27 of Part I and paragraph 31 of Part II of the Third Schedule
to the Companies (Winding Up and Miscellaneous Provisions) Ordinance have been made on
the grounds, among others, that strict compliance with the above requirements would be unduly
burdensome and the waiver and exemption would not prejudice the interests of the investing
public as:
(a) there would not be sufficient time for our Company and the reporting accountants
of our Company to finalise the audited financial statements for the year ended
December 31, 2025 for inclusion in this prospectus. If the financial information for
the year ended December 31, 2025 is required to be audited, our Company and the
reporting accountants would have to carry out substantial volume of work to
prepare, update and finalise the Accountants’ Report and this prospectus, and the
relevant sections of this prospectus will need to be updated to cover such additional
W AIVERS AND EXEMPTION
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period. This would involve additional time and costs since substantial work is
required to be carried out for audit purposes. It would be unduly burdensome for the
audited results for the year ended December 31, 2025 to be finalised in a short
period of time. Our Directors consider that the benefits of such work to the existing
and prospective Shareholders of our Company may not justify the additional work
and expenses involved and the delay of the Listing timetable;
(b) our Directors and the Joint Sponsors herein confirm that after performing all
reasonable due diligence work which they consider appropriate, up to the date of this
prospectus, there has been no material adverse change to the financial and trading
positions or prospects of our Group since October 1, 2025 (immediately following
the date of the latest audited statement of financial position in the Accountants’
Report set out in Appendix I to this prospectus) and there has been no event which
would materially affect the information shown in the Accountants’ Report as set out
in Appendix I to this prospectus, the financial information section, the profit
estimate as set out in Appendix IIA to this prospectus and information regarding the
Company’s recent development subsequent to the Track Record Period and up to the
date of this prospectus, since October 1, 2025;
(c) our Company and the Joint Sponsors are of the view that the Accountants’ Report
covering the three years ended December 31, 2024 and the nine months ended
September 30, 2025, together with the profit estimate for the year ended December
31, 2025 (in compliance with Rules 11.17 to 11.19 of the Listing Rules) included in
this prospectus have already provided the potential investors with adequate and
reasonably up-to-date information in the circumstances to form a view on the track
record and earnings trend of our Company; and our Directors confirm that all
information which is necessary for the investing public to make an informed
assessment of the activities, assets and liabilities, financial position, trading
position, management and prospects has been included in this prospectus. Therefore,
the waiver and exemption would not prejudice the interests of the investing public;
and
(d) our Company will comply with the requirements under Rules 13.46(2) and 13.49(1)
of the Listing Rules in respect of the publication of our annual results and annual
report. Our Company currently expects to issue our annual results and annual report
for the financial year ended December 31, 2025 on or before March 31, 2026 and
April 30, 2026, respectively. In this regard, our Directors consider that the
Shareholders, the investing public as well as potential investors of our Company will
be kept informed of the financial results of our Group for the financial year ended
December 31, 2025.
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An investment in our H Shares involves significant risks. You should carefully
consider all of the information in this prospectus, including the risks and uncertainties
described below, as well as our financial statements and the related notes, and the
“Financial Information” section, before deciding to invest in our H Shares. The following
is a description of what we consider to be our material risks. Any of the following risks
could have a material adverse effect on our business, financial condition, results of
operations and growth prospects. In any such an event, the market price of our H Shares
could decline, and you may lose all or part of your investment. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial also may
impair our business 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” in this prospectus.
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 Hong Kong Listing Rules, the Companies (Winding
Up and Miscellaneous Provisions) Ordinance and the Securities and Futures (Stock Market
Listing) Rules (Chapter 571V of the Laws of Hong Kong) for the purpose of giving information
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.
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 circumstances in which such an
offer or invitation is not authorized or to any person to whom it is unlawful to make such an
offer or invitation for subscription. The distribution of this prospectus and the offering and sale
of the Offer Shares in other jurisdictions are subject to restrictions and may not be made except
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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--- page 112 ---
as permitted under the applicable securities laws of such jurisdictions pursuant to registration
with or authorization by the relevant securities regulatory authorities or an exemption
therefrom. In particular, the Offer Shares have not been publicly offered and sold, and will not
be offered and sold, directly or indirectly, in mainland China or the U.S.
CSRC FILING
We have filed the required documents with the CSRC, and we have received a filing
notice from the CSRC dated December 31, 2025, confirming our completion of the filing
procedures pursuant to the new filing regime introduced by the new regulations on filing for
the Global Offering and the application for 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 Offering, this prospectus contains the terms and
conditions of the Hong Kong Public Offering. The Global Offering comprises the Hong Kong
Public Offering of initially 9,361,600 Offer Shares and the International Offering of initially
84,254,400 Offer Shares (assuming the Offer Size Adjustment Option and the Over-allotment
Option are not exercised and subject, in each, 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
herein and therein. No person is authorized to give any information in connection with the
Global Offering or to make any representation not contained in this prospectus, and any
information or representation not contained herein must not be relied upon as having been
authorized by our Company, the Joint Sponsors, the Sponsor-Overall Coordinators, the Joint
Global Coordinators, the Joint Lead Managers, the Joint Bookrunners, the Underwriters, the
Capital Market Intermediaries, any of our or their affiliates or any of their respective directors,
officers, employees, advisers, agents or representatives, or any other persons or parties
involved in the Global Offering. Neither the delivery of this prospectus nor any subscription
or acquisition made under it shall, under any circumstances, create any implication that there
has been no change in our affairs since the date of this prospectus or that the information in
this prospectus is correct as of any subsequent time.
UNDERWRITING
The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the
Sponsor-Overall Coordinators. The Hong Kong Public Offering is fully underwritten by the
Hong Kong Underwriters subject to the terms and conditions of the Hong Kong Underwriting
Agreement and is subject to us and the Sponsor-Overall Coordinators (for themselves and on
behalf of the Underwriters) agreeing on the Offer Price. The International Offering is expected
to be fully underwritten by the International Underwriters, subject to the terms and conditions
of the International Underwriting Agreement. See “Underwriting” for further details on the
Underwriters and the underwriting arrangements.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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APPLICATION FOR LISTING OF THE H SHARES ON THE HONG KONG STOCK
EXCHANGE
We have applied to the Hong Kong Stock Exchange for the granting of listing of, and
permission to deal in, our H Shares to be issued pursuant to the Global Offering (including any
H Shares which may be issued pursuant to the exercise of the Offer Size Adjustment Option
and the Over-allotment Option). Dealings in the H Shares on the Hong Kong Stock Exchange
are expected to commence on Wednesday, February 11, 2026. Except for the A Shares that have
been listed on the Shenzhen Stock Exchange and our pending application to the Hong Kong
Stock Exchange for the listing of, and permission to deal in, the H Shares, no part of our share
or debt securities is listed on or dealt in on the Hong Kong Stock Exchange or any other stock
exchange and no such listing or permission to list is being or proposed to be sought in the near
future.
Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, any allotment made in respect of any application will be invalid if the listing of,
and permission to deal in, the H Shares on the Hong Kong Stock Exchange is refused before
the expiration of three weeks from the date of the closing of the application lists, or such longer
period (not exceeding six weeks) as may, within the said three weeks, be notified to our
Company by or on behalf of the Hong Kong Stock Exchange.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of listing of, and permission to deal in, the H Shares on the Hong
Kong Stock Exchange and our compliance with the stock admission requirements of HKSCC,
the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and
settlement in CCASS with effect from the date of commencement of dealings in the H Shares
on the Hong Kong Stock Exchange or any other date as determined by HKSCC. Settlement of
transactions between participants of the Hong Kong Stock Exchange is required to take place
in CCASS on the second settlement day after any trading day. All activities under CCASS are
subject to the General Rules of HKSCC and the HKSCC Operational Procedures in effect from
time to time. All necessary arrangements have been made for the H Shares to be admitted into
CCASS. Investors should seek the advice of their stockbroker or other professional advisers for
the details of the settlement arrangements as such arrangements may affect their rights and
interests.
REGISTER OF MEMBERS AND STAMP DUTY
All of the H Shares issued pursuant to applications made in the Global Offering will be
registered on our H Share register to be maintained in Hong Kong by our H Share Registrar,
Computershare Hong Kong Investor Services Limited. Our principal register of members will
be maintained by us at our headquarters in mainland China.
Dealings in the H Shares registered in our H Share Register will be subject to Hong Kong
stamp duty.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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DIVIDENDS PAYABLE TO HOLDERS OF H SHARES
Unless determined otherwise by our Company, dividends payable in Hong Kong dollars
in respect of our H Shares will be paid to the shareholders as recorded on the H Share Register
of our Company in Hong Kong and sent by ordinary post, at the shareholders’ risk, to the
registered address of each shareholder of our Company.
PROFESSIONAL TAX ADVICE RECOMMENDED
Y ou should consult your professional advisers if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding, disposal of, dealing in or the exercise of
any rights in relation to our H Shares. None of our Company, the Joint Sponsors, the
Sponsor-Overall Coordinators, the Joint Global Coordinators, the Joint Lead Managers, the
Joint Bookrunners, the Underwriters, the Capital Market Intermediaries, any of our or their
affiliates or any of their respective directors, officers, employees, advisers, agents or
representatives, or any other persons or parties involved in the Global Offering accepts
responsibility for any tax effects on, or liabilities of, any person resulting from the
subscription, purchase, holding, disposal of, dealing in, or the exercise of any rights in relation
to, our H Shares.
LANGUAGE
If there is any inconsistency between this prospectus and its Chinese translation, this
prospectus shall prevail. For ease of reference, the names of the Chinese laws and regulations,
government authorities, institutions, natural persons or other entities (including certain of our
subsidiaries) have been included in this prospectus in both the Chinese and English languages.
In the event of any inconsistency, the Chinese name shall prevail.
ROUNDING
Certain amounts and percentage figures, such as share ownership and operating data,
included in this prospectus may have been subject to rounding adjustments. Accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
preceding them.
CURRENCY TRANSLATIONS
Solely for your convenience, this prospectus contains translations among certain amounts
denominated in Renminbi, Hong Kong dollars and U.S. dollars.
Unless otherwise specified, this prospectus contains certain translations for convenience
purposes at the following rates: Renminbi into Hong Kong dollars at the rate of RMB1.00 to
HK$1.1161, Renminbi into U.S. dollars at the rate of US$1.00 to RMB6.9843, Hong Kong
dollars into U.S. dollars at the rate of US$1.00 to HK$7.7955, and Renminbi into Euro at the
rate of EUR1.00 to RMB8.2490.
No representation is made that any amounts in RMB or Hong Kong dollars can be or
could have been at the relevant dates converted at the above rate or any other rates or at all.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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DIRECTORS
Name Position Address Nationality
Mr. W ANG
Y anqing
(ˮዲ૶)
Executive
Director
No 39, Hu Guang Shan Se Villa
88 East Shanshui Road
Binghu District, Wuxi City
Jiangsu Province
PRC
Chinese
Mr. W ANG
Jianxin
(อ)
Executive
Director
Room 401, No. 84-2 Qingtingbang
Nanchang District, Wuxi City
Jiangsu Province
PRC
Chinese
Mr. YOU
Zhiliang
(ˈқԄ)
Executive
Director
No. 18 Houshan East Road
Anzhen Town
Xishan District, Wuxi City
Jiangsu Province
PRC
Chinese
Mr. W ANG Lei
(ˮᆾ)
Executive
Director
No 39, Hu Guang Shan Se Villa
88 East Shanshui Road
Binghu District, Wuxi City
Jiangsu Province
PRC
Chinese
Ms. ZHANG
Mingyan
(ዲ)
Independent
non-
executive
Director
Room 202, Building 3
No. 200 Xiaolingwei Street
Xuanwu District, Nanjing City
Jiangsu Province
PRC
Chinese
Mr. DAI
Jianjun
(ࠏܔ)
Independent
non-
executive
Director
Room 501, No. 16 Taicheng Garden
Xuanwu District, Nanjing City
Jiangsu Province
PRC
Chinese
Ms. WONG
Sze Wing
(ර౶጑)
Independent
non-
executive
Director
Flat F, 38/F, Tower 6
Ocean Shores
88 O King Road
New Territories
Hong Kong
Chinese
(Hong
Kong)
See “Directors and Senior Management” for further details.
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors
(in alphabetical order)
CITIC Securities (Hong Kong) Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
J.P. Morgan Securities (Far East) Limited
28/F, Chater House
8 Connaught Road
Central
Hong Kong
Sponsor-Overall Coordinators,
Joint Global Coordinators, Joint
Bookrunners, Joint Lead Managers
and Capital Market Intermediaries
(in alphabetical order)
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
J.P. Morgan Securities (Asia Pacific)
Limited
28/F, Chater House
8 Connaught Road
Central
Hong Kong
Joint Global Coordinators, Joint
Bookrunners, Joint Lead Managers and
Capital Market Intermediaries
Huatai Financial Holdings (Hong Kong)
Limited
62/F, The Center
99 Queen’s Road Central
Hong Kong
BOCI Asia Limited
26/F, Bank of China Tower
1 Garden Road
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 117 ---
Joint Bookrunners, Joint Lead Managers
and Capital Market Intermediaries
CMB International Capital Limited
45/F, Champion Tower
3 Garden Road
Central
Hong Kong
ICBC International Securities Limited
37/F ICBC Tower
3 Garden Road
Central
Hong Kong
SPDB International Capital Limited
33/F, SPD Bank Tower, One Hennessy
1 Hennessy Road
Hong Kong
ABCI Capital Limited (acting as Joint
Bookrunner only)
11/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
ABCI Securities Company Limited (acting
as Joint Lead Manager only)
10/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
Legal advisors to our Company As to Hong Kong and U.S. laws:
Clifford Chance
27/F, Jardine House
One Connaught Place
Central
Hong Kong
As to PRC laws:
Allbright Law Offices
9, 11, 12/F, Shanghai Tower
501 Yincheng Middle Road
Pudong New Area
Shanghai
PRC
As to German laws:
Taylor Wessing
Thurn-und-Taxis-Platz 6
60313 Frankfurt am Main
Germany
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 118 ---
Legal advisors to the Joint Sponsors and
the Underwriters
As to Hong Kong and U.S. laws:
Linklaters
11/F, Alexandra House
18 Chater Road
Central
Hong Kong
As to PRC laws:
Jingtian & Gongcheng
45/F, K. Wah Centre
1010 Huaihai Road (M)
Xuhui District
Shanghai
PRC
Independent Auditor and Reporting
Accountants
Deloitte Touche Tohmatsu
Certified Public Accountants
Registered Public Interest Entity Auditor
35/F, One Pacific Place
88 Queensway
Hong Kong
Industry Consultant Frost & Sullivan (Beijing) Inc., Shanghai
Branch Co.
Room 2504, Wheelock Square
1717 West Nanjing Road
Jing’an District
Shanghai
China
Receiving Bank Bank of China (Hong Kong) Limited
1 Garden Road
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 119 ---
Registered Office No. 20 Xinxi Road
Xinwu District, Wuxi City
Jiangsu Province
PRC
Headquarters and Principal Place of
Business in the PRC
No. 18 Xinzhou Road
Xinwu District, Wuxi City
Jiangsu Province
PRC
Principal Place of Business in Hong Kong 46/F, Hopewell Centre
183 Queen’s Road East
Wanchai
Hong Kong
Company’s Website www.leadintelligent.com
(The information contained in this website
does not form part of this Prospectus)
Joint Company Secretaries Dr. YAO Y ao (Ⴧ)
No. 18 Xinzhou Road
Xinwu District, Wuxi City
Jiangsu Province
PRC
Ms. HO Wing Nga ( О൘ඩ)
FCG (CS, CGP), HKFCG (CS, CGP) (PE)
46/F, Hopewell Centre
183 Queen’s Road East
Wanchai
Hong Kong
Authorized Representatives Mr. W ANG Y anqing ( ˮዲ૶)
No. 18 Xinzhou Road
Xinwu District, Wuxi City
Jiangsu Province
PRC
Ms. HO Wing Nga ( О൘ඩ)
46/F, Hopewell Centre
183 Queen’s Road East
Wanchai
Hong Kong
CORPORATE INFORMATION
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--- page 120 ---
Audit Committee Ms. ZHANG Mingyan (ዲ)
(Chairperson)
Mr. DAI Jianjun (ࠏܔ)
Ms. WONG Sze Wing ( ර౶጑)
Remuneration and Appraisal Committee Ms. WONG Sze Wing ( ර౶጑)
(Chairperson)
Ms. ZHANG Mingyan (ዲ)
Mr. W ANG Jianxin (อ)
Nomination Committee Mr. DAI Jianjun (ࠏܔ)Chairperson)
Mr. W ANG Y anqing ( ˮዲ૶)
Ms. ZHANG Mingyan (ዲ)
Strategy Committee Mr. W ANG Y anqing ( ˮዲ૶) (Chairperson)
Mr. YOU Zhiliang ( ˈқԄ)
Mr. DAI Jianjun (ࠏܔ)
H Share Registrar Computershare Hong Kong Investor
Services Limited
Shops 1712–1716, 17th Floor
Hopewell Centre
183 Queen’s Road East
Wanchai
Hong Kong
Compliance Advisor Red Solar Capital Limited
Unit 402B
4/F, China Insurance Group Building
No. 141 Des V oeux Road Central
Central
Hong Kong
Principal Banks Bank of China
Wuxi Hi-Tech District Branch
No. 140 Wangzhuang Road
Xinwu District, Wuxi City
Jiangsu Province
PRC
Industrial and Commercial Bank of China
Wuxi Xinwu Branch
No. 124 Wangzhuang Road
Xinwu District, Wuxi City
Jiangsu Province
PRC
CORPORATE INFORMATION
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--- page 121 ---
The information and statistics presented in this section and other sections of this
prospectus, unless otherwise indicated, were extracted from different official government
publications and other publications, and from the industry report prepared by Frost &
Sullivan, an independent market research and consulting company that was
commissioned by us, in connection with this Global Offering. The information from
official government sources has not been independently verified by us, the Sponsors, the
Overall Coordinators, the Global Coordinators, the Bookrunners, the Lead Managers,
the Underwriters, the Capital Market Intermediaries, 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.
SOURCES OF INFORMATION
We engaged Frost & Sullivan, an independent market research consultant, to conduct an
analysis of, and to prepare a report on global and China’s intelligent equipment industry for the
use in this Prospectus, which was commissioned by us for a fee of RMB400,000. In compiling
and preparing the F&S Report, Frost & Sullivan adopted the following assumptions: (i) the
social, economic and political conditions globally currently discussed will remain stable during
the forecast period, (ii) global and China’s government policies on intelligent equipment
industry will remain consistent during the forecast period, (iii) global and China’s intelligent
equipment industry will be driven by the factors which are stated in the report in the forecast
period. Except as otherwise noted, all of the data and forecasts contained in this section are
derived from the F&S Report. The Frost & Sullivan Report has been prepared by Frost &
Sullivan independently without any influence from us or other interested parties.
Frost & Sullivan is an independent global consulting firm founded in 1961 in New Y ork
and its services include, among others, industry consulting, market strategic consulting and
corporate training. Frost & Sullivan conducted (i) primary research, which involved discussing
the status of the industry with certain leading industry participants, and interviews with
industry experts on a best-effort basis to collect information in aiding in-depth analysis; and
(ii) secondary research, which involved reviewing company reports, independent research
reports and data based on its own research database.
OVERVIEW OF INTELLIGENT EQUIPMENT MARKET
Definition and Classification of Intelligent Equipment
Intelligent equipment refers to automated equipment integrated with software, capable of
data collection, data analysis, data feedback, execution and control functions. Compared with
traditional equipment, intelligent equipment features higher levels of digitization and
automation, enabling real-time optimization through embedded software, rather than relying on
mechanics or manual intervention. Intelligent equipment is widely used in different industries,
including new energy industry, automotive manufacturing industry, consumer electronics
INDUSTRY OVERVIEW
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--- page 122 ---
manufacturing industry and others. Intelligent equipment can meet the demands of these
downstream industries for equipment precision, efficiency, and flexibility, including
requirements for high-precision operations (e.g., nanometer-level accuracy), multi-step
collaborative processes, collection and analysis of real-time data (e.g., temperature, pressure,
precision parameters), and dynamic adjustment of production processes, which traditional
equipment cannot fulfill.
Among different types of intelligent equipment, new energy intelligent equipment refers
to the intelligent equipment used in new energy fields, including lithium-ion battery intelligent
equipment, PV intelligent equipment, hydrogen energy intelligent equipment, intelligent
logistics equipment used in new energy fields, and others.
Classification of Intelligent Equipment by Downstream Applications
Intelligent Equipment
New Energy Intelligent
Equipment
Automobile Manufacturing
Intelligent Equipment
Consumer Electronics
Manufacturing Intelligent
Equipment
Other Intelligent Equipment
Lithium-ion Battery Intelligent
Equipment
PV Intelligent Equipment
Hydrogen Energy Intelligent
Equipment
Intelligent Logistics Equipment Used
in New Energy Fields
Other New Energy Intelligent Equipment
Source: Frost & Sullivan
Overview of Global New Energy Intelligent Equipment Market
The global intelligent equipment industry is highly fragmented. And different market
segments differ significantly from each other in terms of business models, core technologies,
functions, downstream customers, supply chain composition, etc. New energy intelligent
equipment market is a major part of the intelligent equipment market. In terms of revenue, the
global new energy intelligent equipment market accounted for approximately 15% of the global
intelligent equipment market in 2024, and China’s new energy intelligent equipment market
accounted for approximately 18% of China’s intelligent equipment market in the same year.
Furthermore, in terms of revenue, lithium-ion battery intelligent equipment and PV intelligent
equipment accounted for 13.5% and 48.1% of the global new energy intelligent equipment
market in 2024, respectively.
INDUSTRY OVERVIEW
– 111 –


--- page 123 ---
Market Size Breakdown by Downstream Applications of New Energy Intelligent
Equipment Market (by revenue), Global, 2024 *
13.5%
48.1%
34.0%
1.9%
2.4%
Lithium-ion Battery Intelligent Equipment
PV Intelligent Equipment
Hydrogen Energy Intelligent Equipment
Intelligent Logistics Equipment Used in New Energy Fields
Others
Note: Other new energy intelligent equipment mainly includes wind power intelligent equipment, hydropower
intelligent equipment, etc.
Source: Frost & Sullivan
LITHIUM-ION BATTERY INTELLIGENT EQUIPMENT MARKET OVERVIEW
Definition and Classification of Lithium-ion Battery Intelligent Equipment
Lithium-ion battery intelligent equipment refers to the intelligent equipment used in the
production process of lithium-ion battery. The production process of lithium-ion battery can be
categorized into three stages, namely front-end production process, mid-end production
process and back-end production process. The front-end production process utilizes equipment
such as mixer, coater, calendaring machine, slitting machine, etc. The equipment used in
mid-end production process includes tab notching machine, stacking machine, winding
machine, assembly machine, etc. In back-end production process, the major equipment used
includes formation and aging system, etc. In 2024, the market size of equipment for front-end,
mid-end, and back-end production took up approximately 42%, 35%, and 23% of the global
lithium-ion battery equipment market in terms of revenue, respectively.
Production Process of Lithium-ion Battery
Batching,
Mixing and
Pulping
Vacuum
Mixer
Coating Drying
Oven Calendering
Machine
Slitting
Slitting
Machine
Stacking
Winding
Tab Forming Machine
Anode/Cathode
Tab Forming
Mold Cutting Assembly
Assembly Machine
Tabs Welding
Channeling
Injection
Vacuum Injection
Machine
Laser Welding
Machine
Back-end
Production
Process
Inspection Testing
Testing
MachineFormation and Grading SystemIntelligent Logistic
Equipment
Plastic Sealing Sealing & Welding
Front-end Production Process Mid-end
Production Process
Auxiliary
equipment
Intelligent Module/
Packing Equipment
Coater
Calendering
Winding Machine
Grading Formation
Electrode Mold
Cutting Machine
Plastic Sealing
Machine
Stacking Machine
Source: Frost & Sullivan
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Analysis of the Downstream Market - EV Market
Global EV sales volume increased from 3.2 million units in 2020 to 17.8 million units in
2024, representing a CAGR of 53.9%. Driven by the longer driving ranges, increased battery
capacity, reduced costs and prices of EVs, as well as more mature and accessible charging
infrastructure, and growing environmental awareness among consumers, the penetration rate of
EVs within the vehicle market is expected to continue rising in the forecast period. And global
sales volume of EVs is expected to reach 49.5 million units by 2029, reflecting a 22.8% CAGR
from 2024 to 2029. China’s EV sales volume also grew from 1.4 million units in 2020 to 12.9
million units in 2024, with a CAGR of 75.2%. And it is expected to increase to 30.1 million
units in 2029, reflecting a CAGR of 18.5% from 2024 to 2029.
The industry has been influenced by government subsidy policies, including the purchase
subsidy policy for new energy vehicles which were initially implemented in 2009 and fully
phased out by the end of 2022 in China. Starting from 2023, the Chinese government has
redirected its support for the development of the EV sector toward technological innovation
and ecosystem building, such as promoting the construction of EV charging infrastructure.
While the EV industry is developing rapidly, it is also facing challenges including raw material
price fluctuations. Furthermore, traditional vehicle manufacturers are accelerating their
transition to electrification, which further intensifies market competition. In the forecast
period, the industry is expected to undergo technology shifts towards high energy density
batteries and solid state batteries.
EV prices experienced a decline after 2020. However, the decline in EV prices did not
lead to the decline in the prices of lithium-ion battery intelligent equipment. This is because
the reduction in EV prices was accompanied by technological advancements, which required
more precise manufacturing processes for EV batteries. Consequently, equipment
manufacturers needed to increase their research and development investments. Ultimately, this
translated into higher equipment costs, offsetting the downward pressure on prices that might
otherwise result from increased demand. Additionally, the expected decrease in the prices of
EVs in the next few years is also not projected to lead to a decline in the prices of lithium-ion
battery intelligent equipment. Based on the foregoing, our Directors are of the view that any
decrease in EV selling prices has not had, and is not expected to have, a material impact on the
selling prices of our lithium-ion battery intelligent equipment or our financial performance.
Analysis of the Downstream Market - Energy Storage Market
With the increasing global reliance on renewable energy and the introduction of policies
by governments to encourage the development of the energy storage industry, the global
cumulative installment of the ESS market increased from 191.1 GW to 361.5 GW, representing
a CAGR of 17.3% from 2020 to 2024. And from 2020 to 2024, the cumulative installment of
the ESS market in China also increased from 35.6 GW to 137.9 GW, with a CAGR of 40.3%.
The energy storage industry faces several challenges. For instance, with the rapid expansion of
market players, the currently limited scale of the application of energy storage has led to low
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utilization rates of newly-built energy storage projects. However, in the forecast period, the
energy storage market is expected to further grow steadily, and energy storage technologies are
expected to develop in the direction of higher energy density, longer cycle life, lower system
costs and improved safety.
Analysis of the Downstream Market - Lithium-ion Battery Market
The rapid expansion of EV and energy storage industries has significantly driven the
growth of the lithium-ion battery market. In the EV battery industry, higher power density and
battery capacity are enabled by breakthroughs in battery technology, resulting in rapid growth
of EV battery installations. The global installment volume of EV battery increased from 138.6
GWh in 2020 to 886.4 GWh in 2024, representing a CAGR of 59.0%. And it is expected that
the global installment volume of EV battery will reach 3,523.4 GWh by 2029, with a CAGR
of 31.8% between 2024 and 2029. The installations of EV battery in China also increased from
63.6 GWh in 2020 to 548.4 GWh in 2024, representing a CAGR of 71.3%. And it is expected
that the installations of EV battery will reach 1,957.4 GWh by 2029, with a CAGR of 29.0%
between 2024 and 2029.
In the energy storage battery industry, from 2020 to 2024, global energy storage battery
annual installment volume increased from 13.5 GWh to 195.8 GWh, representing a CAGR of
95.3%. And it is estimated that global energy storage battery annual installment volume will
increase to 891.1 GWh in 2029, representing a CAGR of 35.4% from 2024 to 2029. China’s
energy storage battery annual installment volume has also experienced significant growth.
From 2020 to 2024, it increased from 2.4 GWh to 77.3 GWh, representing a GAGR of 137.4%.
With the increasing penetration of energy storage for industrial and commercial users, it is
estimated that China’s energy storage battery annual installment volume will increase to 419.4
GWh in 2029, representing a GAGR of 40.2% from 2024 to 2029.
From the production perspective, mainly due to the rapid expansion in production
capacities in previous years, the average capacity utilization rate of lithium-ion battery
manufacturers in China fell from over 75% in 2022 to approximately 55% in 2023 and in the
first half of 2024. While in the second half of 2024, the average capacity utilization rate of
lithium-ion battery manufacturers in China rebounded to approximately 75%. Such a rebound
was mainly driven by the growing downstream market demand and a surge in overseas orders.
For instance, China’s EV sales volume grew from 9.5 million units in 2023 to 12.9 million units
in 2024, and the cumulative installment of the ESS market in China also increased rapidly from
86.5 GW to 137.9 GW. Furthermore, total overseas order for Chinese manufacturers for energy
storage lithium batteries in 2024 exceeded 120 GWh, more than doubling from 2023 levels.
Looking forward, the average capacity utilization rate is expected to further increase to
around 78% in 2025, generally in line with the utilization rate under market conditions where
the supply and demand is relatively balanced. The expected increase will be driven by policy
supports, including the “Action Plan for High-Quality Development of the New Energy Storage
Manufacturing Industry” issued in February 2025 which aims to accelerate mature technology
upgrades and support the further innovation of high-end products, as well as the trade-in
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subsidy policy issued in January 2025 which boosts subsidies for new energy vehicle trade-ins
to RMB20,000. Such policies are expected to increase the demand for energy storage batteries
and EV batteries, as well as the intelligent equipment in these fields.
Manufacturers in the industry typically make capacity expansion decisions based on their
backlogs, new orders received and forward-looking assessment of future market conditions, as
well as the current utilization rate in order to have new capacity ready to serve the growing
demand. Therefore, due to the global installment volume of EV battery and energy storage
battery which are expected to grow at a CAGR of 31.8% and 35.4% respectively from 2024 to
2029, as well as the rebound of capacity utilization rate of lithium-ion battery manufacturers
since the second half of 2024, the demand for lithium-ion battery intelligent equipment has
been increasing. Furthermore, besides the growing demand driven by capacity expansion, the
demand for lithium-ion battery intelligent equipment driven by the renovation and upgrading
of existing equipment has also been increasing, as equipment previously purchased by
downstream customers enters the iteration cycle in the following years gradually.
Market Size Analysis of Global Lithium-ion Battery Intelligent Equipment Market
In terms of revenue, lithium-ion battery intelligent equipment accounted for 13.5% of the
global new energy intelligent equipment market in 2024. Triggered by fast expansion of
downstream applications for lithium-ion battery such as EV , energy storage system, consumer
electronics, etc., the market size of global lithium-ion battery intelligent equipment market
grew rapidly. From 2020 to 2023, the market size of global lithium-ion battery intelligent
equipment market in terms of revenue increased from RMB27.0 billion to RMB69.0 billion.
However, in 2023 and 2024, due to the change in terminal market demand, as well as the
slowdown in the construction of new projects of downstream EV battery and energy storage
battery enterprises, the total order value of the global lithium-ion battery intelligent equipment
industry shrank, leading to a decreasing market size in terms of revenue in 2024.
Since the second half of 2024, as CA TL, BYD, and other leading lithium-ion battery
factories announced the resumption of expansion plans, downstream demand gradually
recovered, which led to the rebound of the global lithium-ion battery intelligent equipment
market. And in the forecast period, due to the growing public acceptance of EVs, increasing
replacement demand of lithium-ion battery intelligent equipment and rapid development of
emerging technologies such as composite current collectors, 4,680 battery cells and solid-state
battery technology, the market size of global lithium-ion battery intelligent equipment is
expected to grow to RMB137.2 billion in 2029, with a CAGR of 22.5% for the next 5 years.
In particular, the market size for lithium-ion battery intelligent equipment driven by the
renovation and upgrading of existing equipment reached RMB18.3 billion in 2024. As the
equipment previously purchased by downstream customers enters the iteration cycle in the
following years gradually, the market size is expected to continue to grow, reaching RMB51.2
billion by 2029, with a CAGR of 22.9%.
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Similar to the global market, China’s lithium-ion battery intelligent equipment market in
terms of revenue increased from RMB19.1 billion to RMB44.0 billion from 2020 to 2023.
From 2023 to the first half of 2024, the slowing downstream market demand and the
deceleration in new project construction by downstream EV battery and energy storage battery
enterprises suppressed the short-term demand for lithium-ion intelligent equipment, leading to
a decreasing market size in 2024. While in the second half of 2024, driven by growing
downstream market demand and a surge in overseas orders, the average capacity utilization rate
of lithium-ion battery manufacturers in China improved significantly, from approximately 55%
in the first half of the year to approximately 75%. In the forecast period, due to the recovery
of downstream demand, the resumption of expansion plans of leading lithium-ion battery
factories, accelerated production line iteration, rapid development of solid-state batteries, and
digitalization and intelligent upgrading of lithium-ion battery intelligent equipment, China’s
lithium-ion battery intelligent equipment market is expected to further expand to RMB75.7
billion in 2029, representing a CAGR of 21.9% between 2024 and 2029. And the market size
of lithium-ion battery intelligent equipment in regions except China is expected to grow from
RMB21.6 billion in 2024 to RMB61.5 billion in 2029, with a CAGR of 23.3%.
Market Size Breakdown by Regions of Lithium-ion Battery
Intelligent Equipment Market (by revenue), Global, 2020-2029E
0
40
120
80
160
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E CAGR
20-24
CAGR
24-29E
27.0
43.8
62.8 69.0
49.8 51.7 59.9
78.8
103.8
137.2
19.1 30.8 43.8 44.0 28.2 29.5 34.5 44.8 58.1 75.7 10.2% 21.9%China
3.1
2.0
1.9
0.9
27.0
5.0
3.4
3.0
1.6
43.8
7.5
4.4
4.2
2.9
62.8
7.0
6.8
6.5
4.6
69.0
5.0
6.3
6.0
4.2
49.8
5.2
7.0
6.2
3.7
51.7
5.7
8.1
7.2
4.3
59.9
7.6
10.9
9.7
5.8
78.8
10.1
14.4
13.0
8.1
103.8
13.4
19.5
16.9
11.7
137.2
12.5%
33.7%
34.4%
45.7%
16.5%
21.8%
25.3%
22.8%
22.5%
22.5%
Asia Pacific except China
Europe
North America
Others
Total
Billion RMB
0
40
80
120
160
Note: Revenue of lithium-ion battery intelligent equipment in different countries/regions is based on those installed
and used in the countries/regions.
Source: Frost & Sullivan
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From the perspective of downstream applications, as the fast development of EVs
industry which elevates the downstream demand for EV batteries, the lithium-ion battery
intelligent equipment market in the EV segment also ushered their prosperity from 2020 to
2022. From 2023, due to the slowdown in the growth of the EV market and the weakening of
policy support represented by the phase-out of the purchase subsidy policy for new energy
vehicles at the end of 2022 in China, the growth of demand for EV batteries has also slowed
down, which has caused a certain impact on the market of lithium-ion battery equipment for
EV batteries. In the forecast period, with the reduction of the cost of EVs and the rapid
development of new battery technologies such as solid-state batteries, the market size of global
lithium-ion battery intelligent equipment for EV batteries is expected to grow to RMB95.8
billion in 2029, representing a CAGR of 23.2% from 2024 to 2029.
As for the segment of energy storage battery, as the energy storage industry emerges later
than EV industry and is still in early stage, the market size of energy storage battery equipment
is much smaller relative to EV battery segment. Similar to trend of EV batteries, the slowdown
in new construction projects of energy storage battery companies has led to a decline in
demand for lithium-ion battery intelligent equipment in 2024. Nevertheless, due to the
favorable policies issued by government and the continuous cost reduction of energy storage
battery, etc., the market of global lithium-ion battery intelligent equipment for energy storage
battery has huge potential in the future and is expected to maintain a CAGR of 33.7% from
RMB6.5 billion in 2024 to RMB28.0 billion in 2029.
As for the consumer electronics segment, as there are increasing types of products to
fulfill the entertainment needs of consumers and the battery capacity also keeps increasing, the
market of lithium-ion battery intelligent equipment for consumer electronic develops at a high
speed. It is expected that the market size of global lithium-ion battery intelligent equipment for
consumer electronics batteries will increase from RMB8.5 billion in 2024 to RMB10.7 billion
in 2029, at a CAGR of 4.6%.
Market Size Breakdown by Downstream Applications of Lithium-ion Battery
Intelligent Equipment Market (by revenue), Global, 2020-2029E
0
40
80
120
160
0
80
120
40
160
18.9
0.5
7.2
0.3
27.0
32.8
1.4
9.1
0.5
43.8
46.8
4.7
10.5
0.8
62.8
46.5
8.0
13.3
1.2
69.0
33.8
6.5
8.5
0.9
49.8
34.6
9.1
7.0
1.0
51.7
40.0
11.8
6.9
1.2
59.9
53.5
16.1
7.7
1.5
78.8
71.5
21.3
9.0
2.0
103.8
95.8
28.0
10.7
2.7
137.2
15.5%
89.9%
4.4%
28.8%
16.5%
23.2%
33.7%
4.6%
23.4%
22.5%
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E CAGR
20-24
CAGR
24-29E
27.0
43.8
62.8 69.0
49.8 51.7 59.9
78.8
103.8
137.2
EV Battery
Total
Energy Storage Battery
Consumer Electronics Battery
Others
Billion RMB
Source: Frost & Sullivan
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Market Size Analysis of Global and China’s Solid-state Battery Intelligent Equipment
Market
Compared with traditional liquid lithium-ion batteries, solid-state batteries have key
advantages including high safety and high energy density. The industrialization of solid-state
batteries is still in the initial stage, currently dominated by semi-solid-state batteries. In 2024,
the global solid-state battery intelligent equipment market size was RMB1.6 billion. From
2025, solid-state battery technology is expected to enter a rapid breakthrough stage, and with
the wide application of solid-state batteries in a variety of downstream applications, the market
size of solid-state battery intelligent equipment is expected to grow to RMB15.6 billion in
2029, with a CAGR of 58.0% from 2024 to 2029.
China’s solid-state battery development is in the accelerated stage of research and
development. There are multiple battery manufacturers involved in the production of
solid-state battery, and a number of automotive manufacturers have released new vehicles with
solid-state batteries. It is expected that by 2025, semi-solid-state batteries will gradually realize
commercialization, and gradually form a certain scale in the overall market of EV batteries.
Meanwhile, with the acceleration of the technological iteration of solid-state batteries and the
relevant supportive policies, all-solid-state batteries are expected to achieve large-scale
application around 2029 and become an important driving force for the transformation of the
global energy structure. The market size of China’s solid-state battery intelligent equipment is
expected to reach RMB11.7 billion in 2029 from RMB1.1 billion in 2024, with a CAGR of
60.4%.
Market Size of Solid-state Battery* Intelligent Equipment Market (by revenue),
Global and China, 2024-2029E
0
4
16
2024
1.1
4.1 5.0
6.7
8.7
11.7
2025E 2026E 2027E 2028E 2029E
Billion RMB
1.6
5.6
6.6
8.9
11.6
15.6
8
12
Global
China
58.0%
60.4%
CAGR 24-29E
Note: Solid-state batteries include semi-solid-state batteries and all-solid-state batteries. Revenue of solid-state
battery intelligent equipment in China is based on those installed and used in China.
Source: Frost & Sullivan
INDUSTRY OVERVIEW
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--- page 130 ---
Market Drivers of Global and China’s Lithium-ion Battery Intelligent Equipment Market
 Rapid Development of Downstream Market. The rapid development of downstream
industries such as EV battery industry, energy storage battery industry, 3C electronics
battery industry, etc. has triggered the vast demand for lithium-ion battery intelligent
equipment. Firstly, strict carbon emission standards in various countries have promoted
the rapid growth of the EV market, which has driven the surge in demand for EV
lithium-ion batteries and lithium-ion intelligent equipment. Secondly, the rapid
development of renewable energy has driven the demand for the energy storage market,
thereby promoting the growth of lithium-ion battery intelligent equipment. Thirdly, the
demand for lithium-ion batteries in consumer electronics products has continued to grow
steadily, which has promoted the technological progress and market expansion of
lithium-ion intelligent equipment.
 Downstream Requirements on Greener, More Efficient, and More Cost-Effective
Manufacturing. The lithium-ion battery industry’s focus on green, efficient, and
cost-effective production drives demand for advanced manufacturing equipment. Stricter
environmental regulations necessitate energy-saving solutions, while growing battery
demand requires high-precision, automated systems to boost capacity and efficiency.
Simultaneously, cost reduction pressures emphasize the need for durable, low-
maintenance equipment. These evolving downstream requirements are accelerating
innovation in lithium-ion battery manufacturing technologies.
 Iteration of Battery Technology. In recent years, with the advancement of technology in
the EV lithium-ion battery industry, battery energy density, operating temperature range,
charging efficiency, and safety performance have continued to be improved. The industry
is adopting high-performance materials including high-nickel NCM/NCA cathodes,
silicon-carbon anodes, advanced electrolytes, and high-strength composite separators.
These continuous innovations in battery technology are creating higher technical
requirements for lithium-ion battery manufacturing equipment, thereby driving the
development of the intelligent equipment.
 Favorable Policy Environment. Governments of multiple countries have issued favorable
policies to guide and promote the development of the lithium-ion battery intelligent
equipment industry. In January 2025, multiple departments of the Chinese Government
issued the Action Plan for the High-quality Development of New Energy Storage
Manufacturing Industry, which aims to guide the high-end, intelligent and green
development of new energy storage manufacturing industry, thus promoting the
development of lithium-ion battery intelligent equipment. Meanwhile, other countries
also released policies that strictly regulated the entire life cycle of battery production,
reuse, and recycling, forcing lithium-ion intelligent equipment providers to develop more
efficient and energy-saving equipment. These favorable regulatory frameworks
worldwide are fueling the expansion of the lithium-ion battery intelligent equipment.
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Development Trends of Global and China’s Lithium-ion Battery Intelligent Equipment
Market
 Technology Advancement. By integrating automation technology, information
technology, computational simulation and artificial intelligence, the efficiency and
flexibility of lithium-ion battery production are greatly improved. For instance, the
application of machine vision technology in the lithium-ion battery production line has
significantly improved production efficiency and product quality, and reduced the error
and cost of manual detection. Meanwhile, artificial intelligence technology is also widely
used in the production of lithium-ion battery production control and failure prediction,
which not only improves the production stability, but also extends the service life of the
equipment and reduces the production cost.
 Development of Intelligent Manufacturing Integrated Solution. With the rapid growth
of downstream lithium-ion battery demand, the lithium-ion battery intelligent equipment
industry is moving in the direction of high precision, high efficiency, automation and
intelligence to meet the requirements of large capacity, high performance, high stability
and consistency of lithium-ion batteries. Therefore, lithium-ion battery intelligent
equipment enterprises are transforming from simple hardware suppliers to intelligent
manufacturing integrated solution providers that provide hardware and software
integration. The application of intelligent technology improves production efficiency and
product quality, enhances the flexibility of equipment and production consistency, and
reduces labor costs.
 Globalization of China’s Lithium-ion Battery Intelligent Equipment Providers. Leading
Chinese lithium-ion battery manufacturers keep exploring overseas markets and form
in-depth cooperation with leading global vehicle companies. In addition, as some battery
companies start to build their production line overseas where requires local lithium-ion
battery intelligent equipment suppliers, Chinese lithium-ion battery intelligent equipment
providers tend to also build their production lines overseas to meet such demands.
Therefore, the globalization of domestic lithium-ion battery intelligent equipment
providers is expected to be a future development trend of the industry.
PV INTELLIGENT EQUIPMENT MARKET OVERVIEW
Definition and Classification of PV Intelligent Equipment
PV intelligent equipment refers to the intelligent equipment used in the whole production
process of silicon, wafer, PV cell, and PV module in PV industry. For the production of silicon,
the core equipment is reduction furnace, fluidized bed, heat exchanger, etc. For the production
of wafer, major equipment used includes monocrystalline furnace, ingot furnace, diamond wire
saws, etc. Texturing machine, polishing machine, diffusion furnace, PECVD furnace,
inspection & sorting machine, etc. are equipment mainly used in PV cells production.
Equipment involved in PV modules production are stringer machine, layup machine, laminator,
framing machine, inspection machine, etc.
INDUSTRY OVERVIEW
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Analysis of the Downstream PV Market
The global PV cell shipment volume has experienced rapid growth, driven by increasing
demand for electricity from data center and AI sectors, as well as technological advancements.
Global PV cell shipment volume grew from 148.7 GW in 2020 to 605.4 GW in 2024, and is
expected to reach 1,079.1 GW in 2029, with a CAGR of 12.3% from 2024 to 2029. In China,
driven by the increasing demand for new energy, the improvement in the cost-performance
ratio of PV power generation, and technological advancements, the PV cell shipment volume
has surged in recent years, growing from 121.9 GW in 2020 to 563.2 GW in 2024, and is
expected to reach 965.4 GW in 2029, with a CAGR of 11.4% from 2024 to 2029.
From the production perspective, since 2022, the global PV industry has attracted
substantial investment due to its high profitability, and the technological transition from P-type
cells to N-type cells has driven significant demand for new production capacity, together
resulting in production capacity scale-up in the global PV industry starting from the fourth
quarter of 2023. Therefore, the capacity utilization rate in the global PV cell industry decreased
rapidly from 75.7% in 2023 to 61.4% in 2024, leading to the decreasing demand for PV
intelligent equipment in 2024 in terms of order. Looking forward, it is expected that due to the
phase-out of outdated production capacity, the overall utilization rate of the global PV industry
in 2025 is expected to gradually return to above 70%, which is in line with the utilization rate
under market conditions where the supply and demand is relatively balanced. The expected
increase will also be driven by policy supports. For instance, in March 2025, the National
People’s Congress meeting’s Government Work Report mentioned for the first time content
such as “comprehensive management of ‘involution’ competition, accelerating the construction
of the ‘Desert, Gobi and Wasteland’ new energy base, and coordinating the construction of
local consumption and external transmission channels”, which is expected to be beneficial for
the healthy development of the PV industry on the demand side.
The expected growing demand for PV intelligent equipment in the global and China
markets starting from 2025 in terms of order will be largely driven by technological
advancements in the PV industry. The industry is currently undergoing a technological
transition from P-type cells to N-type cells. Compared to P-type cells, N-type cells offer
several advantages, including higher power conversion efficiency, better temperature tolerance,
and a longer lifespan. N-type cells have entered large-scale production in the third quarter of
2022. With the transition accelerating in late 2023, they surpassed the market share of P-type
cells in 2024, as P-type cells approached their efficiency limit. Therefore, besides the phase-out
of P-type cell capacity, the industry is also undergoing large-scale construction of N-type cell
production lines, which drives the demand for PV intelligent equipment.
Market Size Analysis of Global and China’s PV Intelligent Equipment Market
In terms of revenue, PV intelligent equipment accounted for 48.1% of the global new
energy intelligent equipment market in 2024. The need to reduce carbon emissions and achieve
“carbon peak and carbon neutrality” drives the shift to clean energy in power generation. PV
power generation, which converts solar energy into electricity without fuel consumption or
INDUSTRY OVERVIEW
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--- page 133 ---
pollutants, plays a key role in this transition. The global market size of PV intelligent
equipment market increased from RMB52.5 billion in 2020 to RMB176.9 billion in 2024 with
a CAGR of 35.5%. Due to the slowdown in capacity expansion across various segments of the
PV industry chain, including PV module, PV cell, wafers, and silicon, the market size of the
entire PV intelligent equipment sector is expected to decrease to RMB90.3 billion in 2025. In
the forecast period, technological advancements and growing market demand are expected to
collectively propel the development of the PV industry, promoting the development of
upstream PV intelligent equipment industry. The global market size is expected to bounce back
to RMB131.3 billion in 2029.
Driven by the rapid development of PV industry and fast iteration of technology paths,
the market size of PV intelligent equipment market in China increased from RMB47.5 billion
in 2020 to RMB153.3 billion in 2024 with a CAGR of 34.0%. Similar to the global market, the
slowdown in capacity expansion within China’s PV industry is expected to lead to a decrease
in market size to RMB76.2 billion in 2025. In the forecast period, due to the vigorous support
from government and rapid technology advancement, the market size in China is expected to
bounce back to RMB112.9 billion in 2029.
Market Size of Photovoltaic Intelligent Equipment Market (by revenue),
Global and China, 2020-2029E
0
250
2020 2021 2022 2023 2024
68.3
95.7
128.9
176.9
153.3
102.0
2025E 2026E 2027E 2028E 2029E
Billion RMB
52.5
61.4
85.6
115.1
90.3
76.2
100
150
50
200
Global
China
35.5%
34.0%
CAGR 20-24
47.5
89.0
112.7
99.0
124.5
107.9
131.3
112.9
-5.8%
-5.9%
24-29E
Note: Revenue of PV intelligent equipment in China is based on those installed and used in China.
Source: Frost & Sullivan
Market Drivers of Global and China’s PV Intelligent Equipment Market
 Growth in PV Power Cumulative Installment V olume. From 2020 to 2024, global
PV power cumulative installment volume increased from 713.9 GWh to 1,928.6 GWh,
with a CAGR of 28.2%. In the forecast period, triggered by the “Carbon Neutrality”,
global PV power cumulative installment volume is expected to further grow to 5,364.7
GWh in 2029, representing a CAGR of 22.7% from 2024 to 2029. With the continuous
expansion of PV power cumulative installment volume, the manufacturing equipment
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used to produce PV products such as silicon, wafer, PV cells, PV modules are exposed to
a high demand, which is expected to become a strong driver of PV intelligent equipment
market and lead the market to grow rapidly.
 Iteration of PV Technology. Technology advancement triggers fast iteration of
PV intelligent equipment. For instance, large-size silicon wafers come up with higher
requirements for PV intelligent equipment. Also, various emerging advanced technology
paths of PV cells such as TOPCon, HJT and xBC, which can provide higher cell
conversion efficiency, better stability, lower attenuation rate, etc., require production
expansion and phasing-out of obsolete production line, which enlarge the demand for
PV intelligent equipment and motivate the further growth of PV intelligent equipment
market.
 Favorable Policy Environment. Government policies, including China’s Guidelines for
the Construction of PV Industry Standard System issued in August 2024 and China’s
Guidance on Promoting Recycling of Decommissioned Wind Power and PV issued in July
2023 have become key drivers for the global PV intelligent equipment market.
Meanwhile, policies in other countries also support the growth of this market by
encouraging clean energy adoption, technological innovation, and sustainable practices.
These favorable regulatory frameworks worldwide are fueling the expansion of the PV
sector and driving demand for advanced PV equipment.
Development Trends of Global and China’s PV Intelligent Equipment Market
 Higher Level of Automation. Integrating advanced automation into PV manufacturing
can greatly improve capacity utilization. Automation enhances precision, reduces errors,
minimizes downtime, and boosts efficiency. By automating tasks including assembly,
testing, and quality control, production lines can run faster while ensuring consistency
and reducing waste. This leads to better resource management, lower costs, and real-time
performance monitoring for quick adjustments, allowing manufacturers to optimize
production and respond to changing needs.
 Higher Level of Intelligence. As the industry moves towards advanced, automated, and
data-driven production, the demand for smart equipment that integrates with intelligent
systems grows. PV intelligent equipment now includes real-time data analysis, predictive
maintenance, and AI optimization, improving efficiency, reducing downtime, and
enhancing product quality. This shift makes production more flexible, adaptive to market
changes, and crucial for staying competitive as manufacturers aim to scale and reduce
costs.
 Increasingly Efficiency and Cost Reduction. As demand for higher efficiency and lower
costs grows, PV manufacturers are investing in advanced automation and precision
equipment to optimize N-type cell production. This creates fierce competition among
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equipment providers, with those offering efficient, adaptable, and cost-effective solutions
gaining a competitive edge. The need for cost reduction and performance improvement
drives the growth of the PV equipment market as manufacturers strive to stay ahead with
innovative technologies.
AUTOMATED VISUAL INSPECTION INTELLIGENT EQUIPMENT MARKET
ANALYSIS
Market Size of China’s Automated Visual Inspection Intelligent Equipment Market
Automated visual inspection intelligent equipment refers to the intelligent equipment that
can realize unmanned operation in 3C products manufacturing process. Such equipment is
mainly used in the detection and assembly process of 3C product components.
Automated visual inspection intelligent equipment can continuously and stably complete
high repeatability, high precision measurement work during the manufacturing process of 3C
equipment, with less cost and higher efficiency than human labor in the long-run. Thus, it is
gradually replacing human labor in the 3C equipment manufacturing process. The market size
of automated visual inspection intelligent equipment has raised from RMB14.2 billion to
RMB51.2 billion from 2020 to 2024, with a CAGR of 37.9%. With the integration of AI deep
learning and other technology, the use of automated visual inspection intelligent equipment
will be further expanding in the future. The market size of automated visual inspection
intelligent equipment is expected to rise to RMB95.2 billion from 2024 to 2029, with a CAGR
of 13.2%.
Market Size of Automated Visual Inspection Intelligent Equipment
(by revenue), China, 2020-2029E
0
20
40
60
80
100
120
2020
14.2
21.9
31.2
41.4
51.2
58.7
68.0
75.9
87.6
95.2
2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
CAGR: 37.9%
CAGR: 13.2%
Billion RMB
Source: Frost & Sullivan
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Market Drivers of China’s Automated Visual Inspection Intelligent Equipment Market
 Increasing Demand for Industrial Automation. Automated visual inspection intelligent
equipment stems from the growing technical demand of industrial automated production.
With the development of smaller and lighter 3C equipment, their components also become
more ingenious, and human eyes cannot continuously and stably complete high
repeatability, high precision measurement work of these tiny size components. Equipment
with machine vision began to be introduced to the production line and replace human in
the detection and assembly process under such background.
 Technology Advancement. The large-scale application of automated visual inspection
intelligent equipment in 3C production is inseparable from the progress of machine
vision, AI technology, big data, etc. Since its emergence, automated visual inspection
intelligent equipment has evolved from the original 2D vision technology to today’s 3D
vision technology and its algorithm module has also developed deep learning ability,
developing from an independent device to an integrated system. The advent of new
functions makes the application of automated visual inspection intelligent equipment in
3C equipment production line expand, and the penetration rate in the production line
continues to increase.
 Cost Control Demand. China’s labor cost has been increasing in recent years. Intelligent
devices can work continuously and have strong adaptability to the environment, which is
more economical and efficient for companies. In this case, using machines instead of
human becomes the long-term development strategy.
Development Trend of China’s Automated Visual Inspection Intelligent Equipment
Market
 Broadening Applications. Benefiting from the continuous improvement of technology in
software and hardware fields such as light source system, image processing system and
camera, automated visual inspection intelligent equipment can provide more and faster
image data transmission, as well as more advanced software algorithms, to achieve
digital, real-time and intelligent performance improvement. The improvement of cost
performance increases market penetration of automated visual inspection intelligent
equipment.
 Integration of AI Deep Learning. While traditional rule-based systems excel in
high-speed component checks, defect detection remains limited due to ambiguous
criteria. AI deep learning enables autonomous analysis, decision-making, and rule
updates via accumulated data. Automated visual inspection intelligent equipment
integrated with artificial intelligence deep learning technology can quickly carry out
image classification, size detection and defect detection, and the application of artificial
intelligence technology has become one of the mainstream development trends in this
industry.
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 Transition from 2D Vision to 3D Vision. 3D vision overcomes 2D limitations (e.g., lack
of spatial data, environmental sensitivity) by capturing height, volume, and color metrics
with superior stability. As smart manufacturing demands precision, 3D technology’s
enriched data collection and accuracy solidify its role as a market trendsetter.
INTELLIGENT LOGISTICS EQUIPMENT MARKET ANALYSIS
Market Size of Global and China’s Intelligent Logistics Equipment Market
Intelligent logistics equipment refer to the automation equipment and systems used in
material transportation and storage. Driven by advancements in automation, AI, and IoT
technologies, the adoption of intelligent logistics solutions has increased. The global market of
intelligent logistics equipment grew from RMB47.9 billion in 2020 to RMB133.9 billion in
2024, with a CAGR of 29.3%. As global trade and logistics networks expand, the need for
automated, cost-effective, and scalable solutions continues to fuel market growth. The global
market is expected to reach RMB338.1 billion in 2029.
Driven by the increasing demand for automation in supply chains, advancements in IoT
and AI technologies, the market size of intelligent logistics equipment in China grew from
RMB30.0 billion in 2020 to RMB72.1 billion in 2024, with a CAGR of 24.5%. During the
forecasting period, continued expansion of downstream demand and government initiatives
promoting smart infrastructure continues to fuel market growth. The market size of intelligent
logistics equipment in China is expected to reach RMB175.8 billion in 2029.
Market Size of Intelligent Logistics Equipment Market (by revenue),
Global and China, 2020-2029E
2020
47.9
30.0
63.5
40.0
82.7
50.3
106.2
61.4
133.9
72.1
167.1
87.1
206.7
105.5
250.2
127.4
294.4
151.3
338.1
175.8
2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
Billion RMB 20-24
29.3%
24.5%
20.3%
19.5%
CAGR 24-29E
Global
China
0
50
100
200
150
250
300
350
Note: Revenue of intelligent logistics equipment in China is based on those installed and used in China.
Source: Frost & Sullivan
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Market Drivers of Global and China’s Intelligent Logistics Equipment Market
 Growing Demand from Downstream Industries. The growing demand in downstream
industries such as new energy has significantly driven the development of the intelligent
logistics equipment industry. The global new energy intelligent logistics equipment
market grew from RMB3.5 billion in 2020 to RMB9.0 billion in 2024, with a CAGR of
26.7%. The market is expected to reach RMB30.1 billion in 2029. And within the market,
the global lithium-ion battery intelligent logistics equipment market grew from RMB2.1
billion in 2020 to RMB5.6 billion in 2024, with a CAGR of 28.0%. The market is
expected to reach RMB19.2 billion in 2029. This rapid growth has led to specific storage
challenges, such as the unstable chemistry of lithium phosphate batteries requiring
separation during storage. To address these challenges while also meeting the diverse
needs of other industries, stereoscopic warehouses equipped with advanced technologies
like AGVs, shuttles, and miniload systems have become increasingly popular. These
solutions optimize storage space, improve operational efficiency, and cater to the unique
requirements of different industries.
 Technology Development of Robots. Robotics-driven intelligent logistics equipment is a
key driver of the global and China’s intelligent logistics industry, enhancing automation,
efficiency, and supply chain resilience. Autonomous mobile robots (AMRs), robotic
sorting systems, and AI-powered automation optimize warehouse operations, reduce labor
costs, and improve accuracy. With advancements in AI, IoT, and machine learning, these
systems enable real-time data processing and predictive analytics, streamlining logistics
management. With the increasing demand for timeliness from downstream customers,
more efficient logistics solutions, robotics-driven systems are set to accelerate the
transformation of global supply chains, fostering greater productivity and sustainability.
 Cost Management Requirement from Downstream Industries. The cost of industrial
land in China has been steadily increasing in recent years, along with the rising average
labor cost in the manufacturing sector. These escalating land and labor expenses drive up
warehouse and logistics costs. By utilizing vertical space effectively, stereoscopic
warehouses and sorting machines can enhance warehouse efficiency, reduce reliance on
sorting personnel, and lower overall labor costs.
Development Trend of Global and China’s Intelligent Logistics Equipment Market
 Increasing Digitalization. Technologies such as robotics, artificial intelligence, big data,
and cloud platform technologies are continuously advancing. These innovations have
achieved significant breakthroughs and are gradually being applied to logistics processes
such as warehousing, transportation, and sorting. They offer robust technical support for
advancing the automation, digitalization, and intelligence of warehousing and logistics.
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 Increasing Intelligence. Currently, intelligent logistics equipment remains in the
automation phase. Looking ahead, AI technology is expected to enhance these systems,
enabling logistics equipment and systems to achieve self-learning, self-optimization, and
self-reasoning, ultimately raising their intelligence levels.
 Increasing Flexibility. The flexibility of intelligent logistics equipment is reflected in its
high adaptability and plasticity, as well as its capability to quickly adjust to minor
changes in manufacturing lines. For instance, AGV equipment, commonly used in the
photovoltaic industry, can accommodate various photovoltaic cell products of different
sizes and be redeployed to other stereoscopic warehouses.
HYDROGEN ENERGY INTELLIGENT EQUIPMENT MARKET ANALYSIS
Hydrogen energy intelligent equipment includes the intelligent equipment used in the
production, storage, transportation, refueling, and utilization of hydrogen energy. The global
hydrogen energy intelligent equipment market is expected to grow from RMB7.0 billion in
2024 to RMB19.8 billion in 2029, with a CAGR of 23.0%. China’s hydrogen fuel cell vehicle
industry is in its early start-up phase, but the growing demand for hydrogen fuel cell stacks has
already driven the market size of hydrogen energy intelligent equipment to increase at a quick
speed, from RMB0.4 billion in 2020 to RMB1.0 billion in 2024, with a CAGR of 24.7%. And
it is expected that in 2029, the market size will reach RMB3.4 billion, with a CAGR of 27.7%
from 2024 to 2029.
AUTOMOTIVE INTELLIGENT MANUFACTURING EQUIPMENT MARKET
ANALYSIS
Automotive intelligent manufacturing equipment includes every intelligent equipment
used during the process of automotive making. By the main process of automotive
manufacturing, automotive manufacturing equipment can be classified into four categories:
equipment that are used in automotive stamping, automotive welding, automotive painting and
final assembly. The global automotive intelligent manufacturing equipment market has been
promoted by the increasing demand from downstream automotive industries as well as the
improvement in manufacturing techniques in the industry. In terms of revenue, the market size
of the global automotive intelligent manufacturing equipment market reached approximately
RMB270 billion in 2024.
CONSUMER ELECTRONICS INTELLIGENT MANUFACTURING EQUIPMENT
MARKET ANALYSIS
Consumer electronics intelligent manufacturing equipment includes all intelligent
equipment used during the manufacturing process of different types of consumer electronics
products. Different stages of consumer electronics manufacturing, including raw material
preparation, component fabrication, product integration, testing and packaging, require
different types of intelligent equipment. And the global consumer electronics intelligent
manufacturing equipment market has been driven by the increasing demand from downstream
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consumer electronics industries, the continuous improvement of the industrial chain, and the
increasing application of emerging technologies including AI and IoT. In terms of revenue, the
market size of the global consumer electronics intelligent manufacturing equipment market
reached approximately RMB400 billion in 2024.
COMPETITIVE ANALYSIS OF GLOBAL INTELLIGENT EQUIPMENT MARKET
Overview of Competitive Landscape of Global Intelligent Equipment Market
Players in global intelligent equipment market can be classified into those who provide
products and services across multiple segments, and those who focus on one or two segments.
For instance, the scope of business of the Group covers lithium-ion battery intelligent
equipment, PV intelligent equipment, hydrogen energy intelligent equipment, and lithium-ion
battery intelligent logistics equipment. While Company A focuses on the PV intelligent
equipment market, and Company E focuses on the lithium-ion battery intelligent equipment
market.
In terms of revenue, the market share of the Group in the global intelligent equipment
market in 2024 was smaller than 1%.
Ranking and Market Share Analysis of Global New Energy Intelligent Equipment Market
In terms of revenue, the Group was the second largest new energy intelligent equipment
provider in the global market in 2024, with a market share of 2.9%. In 2024, the aggregated
market share of the top five players in global new energy intelligent equipment market reached
15.2%, in terms of revenue.
The following table sets forth the top five manufacturers in new energy intelligent
equipment market worldwide by sales revenue in 2024.
Top 5 Manufacturers in New Energy Intelligent Equipment Market
(by revenue), Global, 2024*
Rank Company Name Country
Market Share in Global
New Energy Intelligent
Equipment Market
4
5
China
ChinaCompany D
Company C
2.3%
2.4%
1 China Company A 5.1%
3 China Company B 2.5%
2 ChinaThe Group 2.9%
Company A
The Group
Company C
Company D
OthersCompany B
84.8%
2.3%
2.9%
2.5%
2.4%
5.1%
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Note: Company A is headquartered in China and listed on the Shenzhen Stock Exchange, was established in 2007
and primarily offers solar cell equipment, and others.
Company B is headquartered in China and listed on the Shenzhen Stock Exchange, was established in 2006
and primarily offers single crystal furnace, crystal processing equipment, and others.
Company C is headquartered in China and listed on the Shenzhen Stock Exchange, was established in 2010
and primarily offers solar cell screen printing equipment, and others.
Company D is headquartered in China and listed on the Shenzhen Stock Exchange, was established in 2001
and primarily offers PV intelligent equipment, semiconductor equipment, and others.
Source: Frost & Sullivan, company reports
The acceptance period for domestic customers in China’s new energy intelligent
equipment market typically ranges from 0.5 to 1.5 years, while the acceptance period for
overseas customers typically ranges from 1.5 to 2.5 years. The longer acceptance period for
overseas customers in the industry is mainly due to the more time-consuming transportation
and logistics, as well as the different acceptance standards.
Ranking and Market Share Analysis of Global Lithium-ion Battery Intelligent Equipment
Market
In terms of revenue, the Group was the largest lithium-ion battery intelligent equipment
provider in the global market in 2024, with a market share of 15.5%. In 2024, the aggregated
market share of the top five players in global lithium-ion battery intelligent equipment market
reached 40.8%, in terms of revenue. Besides, in 2024, the Group maintained a market share of
10.5% in terms of overseas lithium-ion battery intelligent equipment and lithium-ion battery
intelligent logistics equipment revenue.
Top 5 Manufacturers in Lithium-ion Battery Intelligent Equipment Market
(by revenue), Global, 2024
Rank Company Name Country
Market Share in Global
Lithium-ion Battery
Intelligent Equipment
Market
1
2
3
4
5
China
China
China
China
China
The Group
Company E
Company H
Company G
Company F
15.5%
10.0%
5.6%
5.2%
4.5%
15.5%
10.0%
5.6%
5.2%
59.2%
4.5%
The Group
Company E
Company G
Company H
OthersCompany F
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Note: Company E is headquartered in China and listed on the Shenzhen Stock Exchange, was established in 2006
and primarily offers lithium-ion battery equipment, and others.
Company F is headquartered in China and listed on the Shanghai Stock Exchange, was established in 2008 and
primarily offers power battery laser and automation equipment, PV laser and automation equipment, and
others.
Company G is headquartered in China and listed on the Shanghai Stock Exchange, was established in 2011 and
primarily offers charge and discharge equipment, internal resistance tester, and others.
Company H is headquartered in China and listed on the Shanghai Stock Exchange, was established in 2005 and
primarily offers lithium-ion battery equipment such as laser welding equipment.
Source: Frost & Sullivan, company reports
Ranking and Market Share Analysis of China’s Lithium-ion Battery Intelligent
Equipment Market
In terms of revenue, the Group was the largest lithium-ion battery intelligent equipment
provider in China in 2024, with a market share of 19.0%. In 2024, the aggregated market share
of the top five players in China’s lithium-ion battery intelligent equipment market reached
52.2%, in terms of revenue.
Top 5 Manufacturers in Lithium-ion Battery Intelligent Equipment Market
(by revenue), China, 2024
Rank Company Name Country
Market Share in China’s
Lithium-ion Battery
Intelligent Equipment
Market
1
2
3
4
5
China
China
China
China
China
The Group
Company F
Company I
Company H
Company E
19.0%
9.7%
8.8%
7.7%
7.0%
19.0%
9.7%
8.8%
7.7%
47.8%
7.0%
The Group
Company F
Company H
Company I
OthersCompany E
Note: Company I is headquartered in China and listed on the Shanghai Stock Exchange, was established in 2014 and
primarily offers lithium-ion battery equipment, PV intelligent equipment, and others.
Source: Frost & Sullivan, company reports
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Overview of Competitive Landscape of Global PV Intelligent Equipment Market
Leading companies in the global photovoltaic intelligent equipment market are mainly
Chinese companies, such as Company A, B and C. In 2024, the aggregated market share of the
top five players in global PV intelligent equipment market was approximately 30%, in terms
of revenue. And the Group currently holds a relatively small market share.
Overview of Competitive Landscape of Global Hydrogen Energy Intelligent Equipment
Market
The global hydrogen energy intelligent equipment market is characterized by moderate-
to-high concentration, with the top five players collectively holding approximately 40% market
share in terms of revenue in 2024. Leading companies in the market are mainly Chinese
companies. And the Group currently holds a relatively small market share.
Overview of Competitive Landscape of Global Automotive Intelligent Manufacturing
Equipment Market
The global automotive intelligent manufacturing equipment market exhibits a relatively
concentrated competitive landscape. Top players in the market are mainly foreign global
companies, and the top five players collectively held over 30% of the global market share in
terms of revenue in 2024. While Chinese domestic players are rapidly expanding globally, due
to the Group’s late entry into the market, it currently holds a relatively small market share.
Overview of Competitive Landscape of Global Consumer Electronics Intelligent
Manufacturing Equipment Market
The global consumer electronics intelligent manufacturing equipment market is
characterized by moderate concentration. Chinese companies are rapidly expanding overseas,
challenging global market leaders which are mainly foreign companies. Due to the Group’s late
entry into the market, it currently holds a relatively small market share.
Raw Material Price and Shipping Expense Analysis of the New Energy Intelligent
Equipment Market
PLC, programmable logic controller, is one of the major raw materials in the new energy
intelligent equipment market. It is an electronic device primarily used for real-time control of
production processes. From 2021 to 2023, the average price of PLC in China decreased due to
supply chain stabilization, and reduced demand from downstream industries including
consumer electronics and automotive. In 2024, the average price of PLC in China rose to 690
RMB/unit, due to increased demand driven by advancements in industrial automation and
growing adoption of IoT, as well as the increasing raw material costs. And the price is expected
to maintain a steady or slightly increasing trend during the forecast period. The average price
of PLC in China is expected to increase to approximately 780 RMB/unit in 2029.
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Average Price of PLC, China, 2020-2029E
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
RMB/Unit
400
500
600
700
800
Source: Frost & Sullivan
Shipping expense is one of the major expenses in the new energy intelligent equipment
market. From 2020 to 2024, the domestic trade container freight index of China fluctuated due
to market demand shifts, fuel price fluctuations and supply chain disruptions, peaking at 1,928
and bottoming out at 873. Looking ahead, the domestic trade container freight index of China
is expected to be influenced by macroeconomic conditions, logistics and supply chain factors,
and evolving domestic trade patterns.
Domestic Trade Container Freight Index, China, 2020-2024
01/01/2020 07/01/2020 01/01/2021 07/01/2021 01/01/2022 07/01/2022 01/01/2023 07/01/2023 01/01/2024 07/01/2024 12/31/2024
0
500
1,000
1,500
2,000
Note: Domestic trade container freight index is based on Panasia Domestic Container Indicator (PDCI) data.
Source: Frost & Sullivan
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From 2020 to 2024, the export container freight index of China fluctuated due to factors
such as global trade demand, port congestion, the COVID-19 pandemic, and fuel price
fluctuations, reaching a peak of 3,588 and bottoming out at 812. In the forecast period, the
export container freight index of China is expected to be influenced by macroeconomic
conditions, global supply chain dynamics, and shipping capacity adjustments.
Export Container Freight Index, China, 2020-2024
01/01/2020 07/01/2020 01/01/2021 07/01/2021 01/01/2022 07/01/2022 01/01/2023 07/01/2023 01/01/2024 07/01/2024 12/31/2024
0
1,500
3,000
4,500
Note: Export container freight index is based on China Containerized Freight Index (CCFI) data.
Source: Frost & Sullivan
Threats and Challenges of the Global New Energy Intelligent Equipment Market
 Policy and Market V olatility Challenge. Potential shifting regulatory frameworks and
varying government incentives can create uncertainty, impacting the growth of the new
energy intelligent equipment industry. These regulatory changes may affect the stability
of markets. In addition, international trade tensions, tariffs, and trade barriers can
complicate the global supply chain, increasing costs and limiting access to key markets.
These challenges may lead to delays in production, hinder cross-border collaboration, and
disrupt the availability of critical materials and components, ultimately affecting the
industry’s ability to achieve sustainable growth.
 Downstream Demand Facing Competitive Challenges from Traditional Energy
Sources. The potential decline in fossil fuel prices could weaken the demand for
renewable energy technologies. As a result, downstream demand for new energy solutions
may face challenges, as downstream clients may be more inclined to rely on traditional
energy sources if they remain more cost-effective. This dynamic could slow the pace of
adoption of new energy technologies, affecting the new energy intelligent equipment
industry’s growth prospects.
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Entry Barriers of the New Energy Intelligent Equipment Market
 Technology Barrier. The new energy intelligent equipment industry is a highly
specialized, technology-intensive field with applications across various sectors. Leading
companies have accumulated extensive technical expertise and proprietary designs, while
new entrants would face significant challenges, particularly in mastering winding
technology, high-speed slitting technology, automatic welding technology. Therefore, the
gap in technologies between new entrants and leading companies would be a huge
challenge for new entrants in their early stage of development.
 Capital Barrier. For new energy intelligent equipment providers, significant capital
investments are needed in the purchase and maintenance of equipment, the construction
of plants, research and development, as well as staff training. Furthermore, as more new
energy intelligent equipment providers have been putting focus on expanding their
business vertically along the industrial chain in recent years, it requires more capital
investment for new entrants if they want to keep pace with such trends.
 Brand Barrier. Quality of new energy intelligent equipment can directly affect the quality
of products of downstream clients, as well as the efficiency of their production activities.
Therefore, clients tend to choose new energy intelligent equipment providers with
well-known brands and rich successful experience in providing similar services as their
suppliers. For new entrants of the market, it requires not only technical capabilities but
also time to establish a good brand image. Before this process is completed, the brand
barrier would be one of the major challenges for them.
 Talent Barrier. New energy intelligent equipment manufacturing involves multi-
disciplinary technologies, and has a great demand for professionals who master emerging
technologies such as artificial intelligence and Internet of Things, as well as hardware
manufacturing, software design, system integration, etc. And many professionals are
supposed to receive long-term related education and trainings before formally
participating in the different segments of the industry. Therefore, for new entrants of the
market, the lack of professional expertise would be a great challenge in the early stages.
 Customer Resource Barrier. Established players in the new energy intelligent equipment
industry have solidified long-term partnerships with downstream clients, built extensive
distribution networks, and accumulated deep insights into industry-specific operational
needs. Downstream customers often exhibit high stickiness due to the risks and costs
associated with switching suppliers. Thus, new entrants face difficulties breaking into
these entrenched supply chains, as clients prioritize reliability and proven track records
over untested alternatives.
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We are subject to a variety of PRC laws, rules and regulations across a number of aspects
of our business. This section sets forth a summary of the most important significant laws and
regulations that are applicable to our current business activities within the territory of the PRC.
LA WS AND REGULATIONS ON CORPORATION
The PRC Company Law (‘) was promulgated by the Standing
Committee of the National People’s Congress (the “SCNPC”) on 29 December 1993 and
implemented on 1 July 1994, and last revised on 29 December 2023, which came into effect
on 1 July 2024. Under the PRC Company Law, companies are generally classified into two
categories, namely, limited liability companies and joint stock limited companies. The PRC
Company Law also applies to foreign-invested enterprises. Pursuant to the PRC Company Law,
where laws on foreign investment have other stipulations, such stipulations shall prevail. The
PRC Company Law include improving the company establishment and exit regime, optimizing
the organizational structures of companies, improving the capital system of companies,
strengthening the responsibilities of controlling shareholder and management, and reinforcing
the social responsibilities of companies, among others.
MAIN LA WS AND REGULATIONS OF THE INDUSTRY AND INDUSTRIAL POLICIES
The Renewable Energy Law of the PRC (‘), which
became effective on 1 January 2006, was last revised on 26 December 2009 and came into
effect on 1 April 2010, guides, encourages and restricts the development of renewable energy
from the aspects of industrial guidance and technical support, popularisation and application,
price control and cost compensation, economic incentives and supervisory measures, and legal
responsibilities. The Renewable Energy Law of the PRC specifies tax concessions for projects
listed in the Guidance Catalogue for Renewable Energy Industry Development by China.
The Technical System for Comprehensive Standardisation of Lithium-ion Batteries ( ቞
ᕎɿཥϫၝΥᅺ๟ʷҦஔ᜗ӻ‘), which became effective on 25 October 2016, requires
further strengthening the overall planning and top-level design of lithium-ion battery
standardization, speeding up the formulation and implementation of key standards, including
product safety standards, improving and optimizing the technical system for comprehensive
standardization of lithium-ion batteries, strengthening the formulation and revision of
standards, properly publicising and implementing key standards and promoting the healthy and
sustainable development of the industry.
The Action Plan for Promoting the Development of the Automotive Power Battery
Industry (‘), which became effective on 20 February
2017, proposes continuously improving the performance, quality and safety of existing
products, further reducing costs, and ensuring the supply of high-quality power batteries before
2018; vigorously promoting the research and development and industrialisation of new lithium
power batteries, to realize large-scale application in 2020; making efforts to strengthen the
basic research into power batteries of new systems and realizing the technological
transformation and development and testing in 2025.
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According to the Guidance Catalogue for Industrial Structure Adjustment (2024) ( ପุ
ኬͦ፽(2024 ϋ͉)‘), which became effective on 1 February 2024, the business of
the Company, including lithium-ion battery intelligent equipment and intelligent photovoltaic
equipment is encouraged.
The Development Plan for the New Energy V ehicle Industry (2021-2035) ( อঐ๕ӛԓ
஝ྌ(2021-2035 ϋ)‘), which became effective on 20 October 2020, proposes the
development vision of obvious enhancement of the market competitiveness of China’s new
energy vehicles, and major breakthroughs in key technologies, including power batteries, drive
motors and vehicle operating systems, and comprehensive improvement in the safety level by
2025; the average power consumption of new pure electric passenger vehicles decreasing to
12.0 kWh per 100 km and the sales of new energy vehicles accounting for approximately 20%
of the total sales of new vehicles, commercialization of highly autonomous vehicles in limited
areas and specific scenarios and significant improvement in the convenience of charging and
switching services.
The Outline of the 14th Five-Y ear Plan for National Economic and Social Development
of the PRC and the Long-Range Objectives through the Y ear 2035 ( ʕശɛ͏΍ձ਷਷͏຾
ʞϋ஝ྌձ2035‘), which became effective on 12
March 2021, requires developing and expanding strategic emerging industries, making efforts
to seize the opportunities from future industrial development, cultivating leading and pillar
industries and encouraging the integrated, clustering and eco-driven development of strategic
emerging industries, so that the value added of strategic emerging industries accounts for more
than 17% of GDP; building new pillars of the industrial system, focusing on the new
generation, including information technology, biotechnology, new energy, new materials,
high-end equipment, new energy vehicles, environmental protection, aerospace, marine
equipment and other strategic emerging industries, accelerating the innovation and the
application of core technologies in key fields, enhancing production factor assurance
capabilities and fostering new drivers for industrial development.
The Action Plan for Carbon Dioxide Peaking Before 2030 ( 2030Бਗ˙
‘), which became effective on 24 October 2021, sets out that over the 14th Five-Y ear Plan
period, notable progress will be made in adjustment and optimization of the industrial structure
and energy mix. Energy efficiency will be largely improved in key industries, strict controls
will be placed upon coal consumption growth; construction of new electric power systems
based upon new energy resources will speed up; new progress will be made in research and
development, broad application of green and low-carbon technologies; environmentally
friendly production modes and living patterns will become widespread; and further
improvement will be made in the policy framework for green, low-carbon and circular
development. By 2025, the share of non-fossil fuels in total energy consumption will reach
around 20%, while the energy consumption and the carbon dioxide emissions per unit of GDP
will drop by 13.5% and 18%, respectively, compared with 2020 levels, laying a solid
foundation for carbon peaking. During the 15th Five-Y ear Plan period, major progress will be
made in the adjustment of industrial structure; a clean, safe, efficient and low-carbon energy
system will be preliminarily established; low-carbon development models will have largely
taken shape in key fields; the energy efficiency among China’s key energy consumption
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industries will reach advanced international standards; non-fossil fuels will account for a larger
share of energy consumption, coal consumption will gradually fall, crucial breakthroughs will
be made in green and low-carbon technology, the public will opt for environmentally friendly
living patterns, and formulation of the policy framework for green, low-carbon and circular
development will be mostly complete. By 2030, the share of non-fossil energy consumption
will reach around 25%, and carbon dioxide emissions per unit of GDP will have dropped by
more than 65% compared with the 2005 level, successfully achieving carbon dioxide peaking
before 2030.
The 14th Five-Y ear Plan New Energy Storage Development Implementation Plan was
issued by the NDRC and the National Energy Administration in January 2022, which proposed
by 2025, new energy storage shall transform from the initial stage of commercialization to the
large-scale development and fulfill the development goal with conditions for large-scale
commercial application, and included the improvement of upstream and downstream industrial
chain, cultivation and extension of the new energy storage upstream and downstream
industries, and active promotion of the development of the whole industrial chain of new
energy storage relying on backbone enterprises with independent intellectual property rights
and core competitiveness as important elements of steady promotion of the new energy storage
industrialization process.
The Medium and Long-Term Plan for the Development of the Hydrogen Energy Industry
(2021-2035) (ಂ஝ྌ(2021-2035 ϋ)‘), which became effective on 23
March 2022, puts forward the development goals as follows: by 2025, a relatively sound
institutional and policy environment for the development of the hydrogen energy industry will
be formed; the industrial innovation capability will be significantly improved; the core
technologies and manufacturing processes will be basically mastered; a relatively complete
supply chain and industrial system will be initially established; the number of existing fuel cell
vehicles will be approximately 50,000; and annual hydrogen production from renewable energy
will reach 100,000 to 200,000 tons to become an important part of new hydrogen energy
consumption, and enable carbon dioxide emission reduction of 1 to 2 million tons per year; by
2030, a relatively complete technological innovation system of the hydrogen energy industry,
a system of production and supply of hydrogen as clean energy will be formed; the industrial
arrangement will be reasonable and orderly; and hydrogen production from renewable energy
will be widely used, thus strongly supporting the realization of the goal of carbon peaking; by
2035, a hydrogen energy industry system will be formed; a diversified hydrogen energy
application ecosystem covering transportation, energy storage, industry and other fields will be
built.
The Implementation Plan for Supporting Carbon Peak and Carbon Neutrality with
Science and Technology (2022-2030) (ࣩ2022-2030 ϋ)‘)
which became effective on 24 June 2022, lists energy storage technology as one of the
supporting technologies for green and low-carbon energy transformation, and proposed to
launch research and development of efficient energy storage technologies, including
compressed air energy storage, flywheel storage, liquid- and solid-state lithium-ion battery
energy storage, sodium-ion battery storage and fluid-flow battery storage.
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The Announcement on Continuing and Optimizing the V ehicle Acquisition Tax Reduction
and Exemption Policies for New Energy V ehicles (ᚃձᎴʷอঐ๕ӛԓԓሿᒅໄ೼ಯ
ʮѓ‘) was issued by the MOF, the State Taxation Administration and the MIIT on
19 June 2023, which proposed to exempt NEVs purchased during the period from 1 January
2024 to 31 December 2025 from vehicle acquisition tax, with the amount of tax exemption for
each new energy passenger vehicle not exceeding RMB30,000, and reduce vehicle acquisition
tax by half on NEVs purchased during the period from 1 January 2026 to 31 December 2027,
with the amount of tax reduction for each new energy passenger vehicle not exceeding
RMB15,000.
LA WS AND REGULATIONS ON PRODUCT QUALITY
According to the Product Quality Law of the PRC (‘) (the
“Product Quality Law”), which was promulgated by the SCNPC on 22 February 1993 and
implemented on 1 September 1993, and last revised on 29 December 2018, the law applies to
all production and marketing activities within the territory of the PRC. Producers shall be
responsible for the quality of the products they produce and sell. Quality of products shall meet
the following requirements: (i) products shall be free from any irrational dangers threatening
the safety of people and property. If there are State standards or trade standards for ensuring
the health of the human body and safety of lives and property, the products shall conform to
such standards; (ii) products shall have the property they are due to have, except cases in which
there are explanations about the defects of the property of the products; and (iii) products shall
tally with the standards prescribed or specified on the packages and with the quality specified
in the instructions for use or shown in the providing samples. In case of violation of the Product
Quality Law, the market regulatory authorities have the right to order producers and sellers to
stop production and sales, confiscate the products which are illegally produced or sold and
impose fines. In case of serious violations, the business license of a producer or seller will be
revoked, and if the violation is so serious as to have constituted a crime, the producer or seller
will be prosecuted for criminal liability.
Pursuant to the PRC Civil Code (Պ‘), which was promulgated
by the NPC on 28 May 2020 and became effective on 1 January 2021, where a defect of a
product endangers the personal or property safety of another person, the infringed person has
the right to request the manufacturer or seller of the product to bear tort liability in forms of
cessation of the infringement, removal of the nuisance, elimination of the danger, or the like.
LA WS AND REGULATIONS ON CONSUMER PROTECTION
Pursuant to the Law of the PRC on Protection of Consumer Rights and Interests ( ʕശ
‘) which was last revised on 25 October 2013 and became
effective on 15 March 2014, the operators to provide consumers with the goods they produce
or sell or to provide services shall comply with the Law on the Protection of the Rights and
Interests of Consumer. Under any of the following circumstances, business operators providing
commodities or services shall assume civil liability in accordance with the provisions of other
applicable laws and regulations, except as otherwise provided for in this Law: (i) commodities
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or services are defective; (ii) commodities lack the required performances in use, and no
explanation is provided at the time of sale; (iii) commodities fail to comply with the
commodity standards indicated on commodities or their packaging; (iv) commodities fail to
reach the quality indicated by product instructions, real samples, and other means; (v)
commodities expressly eliminated by the state are produced or expired or deteriorated
commodities are sold; (vi) commodities sold are short in quantity; (vii) service contents and
costs are in violation of agreement; (viii) Business operators deliberately delay or unreasonably
refuse consumers’ requests for repair, remanufacture, replacement, return of goods, making up
shortage of commodities, refunding payments for goods or services, or compensation for
losses; or (ix) Otherwise infringing upon consumer rights and interests as provided for by laws
and regulations. Where business operators fail to fulfill their obligations of safety protection
of consumers, causing damage to consumers, they shall assume tort liability. Business
operators which are suspected of any crime for infringing upon the lawful rights and interests
of consumers in providing commodities or services in violation of this Law shall be subject to
criminal liability in accordance with the law.
LA WS AND REGULATIONS ON PRODUCTION SAFETY
Pursuant to the Production Safety Law of the PRC (‘) (the
“Production Safety Law”), which was last revised on 10 June 2021 and came into force on 1
September 2021, a production and operation entity must comply with this Law and other laws
and regulations related to work safety, strengthen work safety management, establish and
improve a work safety responsibility system and work safety rules and systems for all
employees, increase efforts to guarantee the input of funds, materials, technology, and
personnel in work safety, improve work safety conditions, strengthen standardization and
informatization of work safety, construct a dual prevention mechanism consisting of graded
management and control of safety risks and examination and control of potential risks, improve
the risk prevention and resolution mechanism, raise work safety levels, and ensure work safety.
The main responsible person of a production and operation entity, as the primary person
responsible for the work safety of the entity, shall be fully responsible for the work safety of
the entity. Any other person in charge shall be responsible for the work safety within the scope
of his or her duties. Violation of the Production Safety Law may result in imposition of fines
and penalties, suspension of operation, an order to cease operation, or even criminal liability
in severe cases.
LA WS AND REGULATIONS ON ENVIRONMENTAL PROTECTION
According to the Environmental Protection Law of the PRC (ᚐ
‘) promulgated by the SCNPC on 26 December 1989 and implemented on the same date,
and subsequently revised on 24 April 2014, enterprises, public institutions and other producers
and operators shall prevent and reduce environmental pollution and ecological damage, and
shall take the liabilities for the damages caused according to the laws. The state adopts the
pollution discharge permit management system. Enterprises, public institutions and other
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producers and operators which are subject to the pollution discharge permit management shall
discharge pollutants according to the requirements of the pollution discharge permit; and those
that fail to obtain the pollution discharge permit shall not discharge pollutants.
According to the Environmental Impact Assessment Law of the PRC ( ʕശɛ͏΍ձ਷
‘) promulgated by the SCNPC on 28 October 2002 and implemented on 1
September 2003, and last revised on 29 December 2018, and the Regulations on the
Administration of Construction Project Environmental Protection (ᚐ၍ଣૢ
Է‘) promulgated by the State Council on 29 November 1998 and implemented on the same
date, and subsequently revised on 16 July 2017, the state implements a system to assess the
environment impact of construction projects. If the construction project may result in a
material impact on the environment, a thorough environmental impact report on the potential
environmental impact is required; if the construction project may result in only slight impact
on the environment, an environmental impact statement of analyzing or special evaluation will
be required; if the construction project may only result in very little impact on the environment
and no environmental impact appraisal is required, a registration form of environmental impact
shall be filed. Construction projects without undergoing assessment for environmental impact
according to the laws cannot commence construction. After the completion of the construction
projects for which environment effect report and environment effect statement was prepared,
a construction unit shall, according to the standards and procedures formulated by the
competent administrative department for environment protection under the State Council,
conduct inspection and acceptance of supplementary environment protection facilities, and
prepare inspection and acceptance report. No supplementary facilities of such projects may be
put into production or use until such facilities pass inspection and acceptance; no
supplementary facilities that failed to undergo or pass the inspection and acceptance procedure
may be put into production or use. The Regulations on the Administration of Construction
Project Environmental Protection specifies that construction projects that cause pollution shall
comply with the national and local pollutant discharge standards; in the area where the total
discharge of key pollutants is subject to control, the projects shall also meet the requirements
of control of the total discharge of key pollutants. The environmental protection facilities
needed for construction projects, and the main part of the projects shall be designed,
constructed and put into use at the same time.
If an enterprise violates the provisions of the aforesaid laws and regulations, the
environmental protection administrative departments at the county level or above may order it
to stop production or construction, impose a fine and order it to conduct rehabilitation; if the
violation constitutes a crime, the enterprise may be held criminally liable according to law.
The Law of the PRC on the Prevention and Control of Radioactive Pollution ( ʕശɛ
‘), which became effective on 1 October 2003, and the
Regulations on the Safety and Protection of Radioisotopes and Radiation Devices (׌࢛׳
ᇞༀໄτΌձԣᚐૢԷ‘), which became effective on 1 December 2005 and was
last revised and came into force on 2 March 2019, specify that organisations producing, selling
and using radioisotopes and radiation devices shall apply for a licence and go through the
registration procedures in accordance with the regulations of the State Council on the
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protection of radioisotopes and radiation devices. Organisations producing, selling and using
radioisotopes and radiation devices shall collect, package and store radioactive wastes
generated by them, in accordance with the requirements of the competent administrative
authorities of the State Council for environmental protection. Organisations producing, selling,
using and storing radioactive sources shall establish and improve their safety systems,
designate responsible persons, implement the safety responsibility system and develop
necessary emergency measures for accidents.
LA WS AND REGULATIONS ON IMPORT AND EXPORT OF GOODS
The Foreign Trade Law of the PRC (‘), which became
effective on 1 July 1994, and was last revised and came into force on 30 December 2022, China
allows the free import and export of goods and technologies, unless otherwise specified by
laws and administrative regulations.
The Customs Law of the PRC (‘), which became effective on
1 July 1987 and was last revised and came into force on 29 April 2021, specifies that unless
otherwise specified, consigners or consignees of imported or exported goods may go through
the customs declaration and taxation procedures or engage a customs broker to do so. The
consigners or consignees of imported or exported goods and the customs broker shall file with
the customs in accordance with laws.
The Administrative Provisions of the PRC on the Filing of Customs Declaration Entities
(‘), which became effective on 1 January 2022,
specifies that a customs declaration entity means consigner or consignee of imported or
exported goods or customs broker that files with the customs. A customs declaration entity may
make a customs declaration in China. The filing of a customs declaration entity is valid
permanently.
LA WS AND REGULATIONS ON FOREIGN INVESTMENT
The Foreign Investment Law of the PRC (‘), which was
promulgated by the NPC on 15 March 2019 and implemented on 1 January 2020, establishes
the management system for pre-access national treatment and negative list for foreign
investment in the PRC. “Pre-access national treatment” means that foreign investors and their
investments shall be treated no less favorably than domestic investors and their investments at
the stage of investment access; “negative list” refers to the special administrative measures for
access of foreign investment in specific fields as prescribed by the PRC. The PRC gives
national treatment to foreign investment outside the negative list. In addition, the Regulation
for Implementing the Foreign Investment Law of the PRC (݄
ૢԷ‘) (the “Implementation Regulations”), which came into effect on January 1, 2020,
further stipulates that the PRC shall, according to the needs of national economic and social
development, formulate a catalog of encouraged foreign-invested industries, and specify the
specific industries, fields and regions in which foreign investors are encouraged and guided to
invest.
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The Special Administrative Measures (Negative List) for Foreign Investment Access
(2024 version) (݄(૶ఊ)(2024و)‘) (the “2024 Negative
List”) is issued by the NDRC and the MOFCOM jointly on 6 September 2024, to replace the
previous encouraging catalog and negative list thereunder. Pursuant to the Foreign Investment
Law, the Implementation Regulations and the 2024 Negative List, foreign investors shall not
make investments in prohibited industries as specified in the negative list, while foreign
investments must satisfy certain conditions stipulated in the negative list for investment in
restricted industries. Industries not listed in the negative list are generally deemed “permitted”
for foreign investments.
REGULATIONS ON OVERSEAS INVESTMENT
The Measures for the Administration of Overseas Investment (‘),
which became effective on 1 May 2009, and was last revised on 6 September 2014 and came
into force on 6 October 2014, specifies that the Ministry of Commerce and the competent
commercial authorities of all provinces, autonomous regions, specifically designed cities in the
state plan, and Xinjiang Production and Construction Corps (hereinafter referred to as
provincial commercial authorities) are responsible for the management and supervision of
overseas investment, and the Ministry of Commerce and provincial commercial authorities
shall carry out filing and approval management of overseas investment, according to different
conditions of overseas investment of enterprises. Outbound investment by enterprises that
involves sensitive countries and regions or sensitive industries shall be subject to
administration by approval. Outbound investment by enterprises that falls in any other
circumstances shall be subject to administration by record-filing.
The Measures for the Administration of Overseas Investment of Enterprises ( Άุྤ̮
‘), which became effective on 1 March 2018, specifies that investors with
overseas investment shall go through the procedures of overseas investment project approval
and filing, report relevant information, and co-operate with the supervision and inspection.
Overseas investment projects are subject to filing and approval administration according to
whether they are in sensitive industries, and the catalog of sensitive industries is issued by the
National Development and Reform Commission.
LA WS AND REGULATIONS ON OVERSEAS OFFERING AND LISTING
The Trial Administrative Measures of Overseas Securities Offering and Listing
by Domestic Companies (‘) (the “Trial
Measures”) and 5 supporting guidelines promulgated by the 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.
The Trial Measures provides that no overseas offering and listing shall be made under any
of the following circumstances: (i) where such securities offering and listing is explicitly
prohibited by provisions in laws, administrative regulations and relevant state rules; (ii) where
the intended securities offering and listing may endanger national security as reviewed and
determined by competent authorities under the State Council in accordance with law; (iii)
where the domestic company intending to make the securities offering and listing, or its
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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) where 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; (v) where 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 Trial Measures stipulates that
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 3 working days after the occurrence and public disclosure of the event: (i) change of
control; (ii) investigations or sanctions imposed by overseas securities regulatory agencies or
other relevant competent authorities; (iii) change of listing status or transfer of listing segment;
(iv) voluntary or mandatory delisting. 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 courtesy translation security.
On 24 February 2023, the CSRC and three other relevant government authorities jointly
promulgated the Provisions on Strengthening the Confidentiality and Archives Administration
Related to the Overseas Securities Offering and Listing by Domestic Enterprises (̋੶
‘). Pursuant to the Provisions
on Strengthening the Confidentiality and Archives Administration Related to the Overseas
Securities Offering and Listing by Domestic Enterprises, 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. The
working papers formed within the territory of mainland China by the securities companies and
securities service agencies that provide corresponding services for the overseas issuance and
listing of domestic enterprises shall be kept within the territory of mainland China.
Cross-border transfer shall go through the examination and approval formalities in accordance
with the relevant provisions of the State.
LA WS AND REGULATIONS ON PROPERTY LEASING
According to the PRC 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 PRC 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.
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Pursuant to the Administrative Measures on Leasing of Commodity Housing (܊גۜ
‘) promulgated by the Ministry of Housing and Urban-Rural Development on
1 December 2010, which became effective on 1 February 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 competent construction 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.
REGULATIONS ON INTERNET INFORMATION SECURITY AND PRIV ACY
PROTECTION
Regulations on Internet information security
The National Security Law of the PRC (‘) promulgated
and becoming effective on 1 July 2015, pursuant to which the state shall safeguard the
sovereignty, security and cybersecurity development interests of the state, and that the state
shall establish a national security review and supervision system to review, among other things,
foreign investments, key technologies, internet and information technology products and
services, and other important activities that are likely to impact the national security of the
PRC.
The Cybersecurity Law of the PRC (‘) (the
“Cybersecurity Law”) promulgated on 7 November 2016 and becoming effective on 1 June
2017, is applied to the construction, operation, maintenance and use of networks as well as the
supervision and administration of cybersecurity in the PRC. According to the Cybersecurity
Law, network operators shall comply with laws and regulations and fulfill the obligations to
safeguard the security of the network when conducting business and providing services. Those
who provide services through networks shall take technical measures and other necessary
measures in accordance with the mandatory requirements of laws, regulations and national
standards to safeguard the safe and stable operation of the networks, respond to network
security incidents effectively, prevent illegal and criminal activities, and maintain the integrity,
confidentiality and availability of network data, and network operators shall not collect the
personal information irrelevant to the services provided, or collect or use the personal
information in violation of the provisions of laws or agreements between both parties.
The Data Security Law of PRC (‘) (the “Data Security
Law”) promulgated on 10 June 2021 and becoming effective on 1 September 2021. The Data
Security Law mainly sets forth specific provisions regarding the establishment of basic systems
for data security management, including hierarchical data classification management system,
risk assessment system, monitoring and early warning system, and emergency response system.
In addition, the Data Security Law clarifies the data security protection obligations of
organizations and individuals carrying out data activities and implements data security
protection responsibilities.
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The Measures for Cybersecurity Review (‘) (the “Cybersecurity
Review Measures”) jointly revised and promulgated by the Cyberspace Administration of
China (the “CAC”) and other twelve PRC regulatory authorities on 28 December 2021, became
effective on 15 February 2022. The Cybersecurity Review Measures provides that, among
others, (i) critical information infrastructure operators that purchase network products and
services or network platform operators that engage in data processing activities that affect or
may affect national security shall be subject to the cybersecurity review by the Cybersecurity
Review Office, the department which is responsible for the implementation of cybersecurity
review under the CAC; (ii) network platform operators with personal information data of more
than one million users that seek for listing in a foreign country are obliged to apply for a
cybersecurity review by the Cybersecurity Review Office; and (iii) the relevant regulatory
authorities may initiate cybersecurity review if such regulatory authorities determine that the
enterprise’s network products or services, or data processing activities affect or may affect
national security.
The Regulations on the Administration of Cyber Data Security ( ၣഖᅰኽτΌ၍ଣૢ
Է‘) (the “Cyber Data Security Regulations”) promulgated by the State Council on 24
September 2024, which became effective on 1 January 2025, stipulate that where network data
handlers carry out network data processing activities that affect or may affect national security,
they shall undergo a national security review in accordance with relevant national regulations.
The Cyber Data Security Regulations optimize regulations for cross-border data security
management, specifying conditions under which network data processors may provide personal
information abroad in accordance with international treaties or agreements. The regulations
clarify that data not identified or publicly disclosed as important data by relevant regions or
departments need not undergo cross-border security assessments for important data. Further,
the Cyber Data Security Regulations set forth network data security protection requirements
for network platform service providers, third-party product and service providers, and other
relevant entities.
Regulations on Privacy protection
Pursuant to the PRC Civil Code, personal information of a natural person shall be
protected by the law. Any organization or individual that needs to obtain personal information
of the others shall obtain such information legally and ensure the safety of such information,
and shall not illegally collect, use, process or transmit personal information of the others, or
illegally purchase or sell, provide, or make public personal information of the others.
Further, the Ninth Amendment to the Criminal Law of the PRC (ج
ࣩ(ɘ)‘), which was issued by the SCNPC on 29 August 2015 and became effective on
1 November 2015, stipulates that any network service provider that fails to fulfill the
obligations related to information network security management as required by applicable laws
and administrative regulations and refuses to take corrective measures, will be subject to
criminal liability for causing (i) any large-scale dissemination of illegal information; (ii) any
severe effect due to the leakage of users’ information; (iii) any serious loss of evidence of
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criminal activities; or (iv) other severe situations, and any individual or entity that (a) illegally
sells or provides personal information to the others or (b) steals or illegally obtains any
personal information will be subject to criminal liability in severe situations.
The Personal Information Protection Law of PRC (‘)
(the “Personal Information Protection Law”) promulgated on 20 August 2021, became effective
on 1 November 2021. Pursuant to the Personal Information Protection Law, the processing of
personal information includes the collection, storage, use, processing, transmission, provision,
disclosure, deletion, etc. of personal information, and before processing personal information,
personal information processors shall truthfully, accurately and completely inform individuals
of the following matters in a conspicuous manner and in clear and easy-to-understand
language: (i) the name and contact information of the personal information processor; (ii)
purpose of processing personal information, processing method, type of personal information
processed, and retention period; (iii) methods and procedures for individuals to exercise their
rights under the Personal Information Protection Law; and (iv) other matters that shall be
notified as required by laws and administrative regulations. Based on the processing purposes
and processing methods of personal information, types of personal information, impacts on
personal rights and interests, and possible security risk, etc., personal information processors
shall also take the following measures to ensure that personal information processing activities
comply with laws and administrative regulations and to prevent unauthorized access and
personal information leakage, tampering, and loss: (i) formulating internal management
systems and operating procedures; (ii) implementing classified management of personal
information; (iii) adopting corresponding security technical measures such as encryption and
de-identification; (iv) reasonably determining the operating authority for personal information
processing, and regularly conduct safety education and training for practitioners; (v)
formulating and organizing the implementation of emergency plans for personal information
security incidents; and (vi) other measures stipulated by laws and administrative regulations.
Where personal information is processed in violation of the provisions of the Personal
Information Protection Law, or the processing of personal information fails to fulfill the
personal information protection obligations thereunder, the department performing personal
information protection duties shall order corrections, give warnings, confiscate illegal gains,
and order to suspend or terminate the provision of services by the applications that illegally
process personal information; if the personal information processor refuses to make
corrections, a fine of not more than RMB1 million shall be imposed; the directly responsible
person in charge and other directly responsible personnel shall be fined for not less than
RMB10,000 but not more than RMB100,000. For any aforesaid illegal act with serious
circumstances, the department performing personal information protection duties at or above
the provincial level shall order the personal information processor to make corrections,
confiscate the illegal gains, impose a fine of less than RMB50 million or less than 5% of the
previous year’s turnover, order the suspension of relevant business or suspend business for
rectification and notify the relevant competent authority to revoke the relevant permits or
business license; impose a fine of not less than RMB100,000 but not more than RMB1 million
REGULATORY OVERVIEW
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on the directly responsible person in charge and other directly responsible personnel, and may
decide to prohibit them from serving as a director, supervisor, senior management and person
in charge of personal information protection of related companies within a certain period of
time.
LA WS AND REGULATIONS ON LABOR, SOCIAL INSURANCE AND HOUSING
PROVIDENT FUND
The Labour Law of the PRC (‘), which became effective on 1
January 1995 and was last revised and came into force on 29 December 2018, is one of main
laws regulating the labour relations between enterprises and employees in China. It specifies
that labourers have equal right to employment and choice of occupation, the right to
remuneration for labour, to rest and vacations, to the protection of occupational safety and
health, to training in vocational skills, to social insurance and welfare, to submission of labour
disputes for settlement and other rights relating to labour stipulated by laws. The employing
units shall establish and perfect rules and regulations in accordance with the laws so as to
ensure that workers and labourers enjoy the right to work and fulfil labour obligations. A labour
contract shall be concluded where a labour relationship is to be established. The employing unit
must provide labourers with occupational safety and health conditions conforming to the
provisions of the State and necessary articles of labour protection, and provide regular health
examination for labourers engaged in work with occupational hazards. China provides special
protection for female staff and workers and juvenile workers. China has established a social
insurance system, and set up social insurance funds so that labourers may receive assistance
and compensation under such circumstances as old age, illness, work-related injury,
unemployment and childbirth.
The Labour Contract Law of the PRC (‘), which became
effective on 1 January 2008, and was last revised on 28 December 2012 and came into force
on 1 July 2013, applies to the establishment of labour relations, entry into, performance,
amendment, rescission or termination of labour contracts between enterprises, individual
economic organisations, private unincorporated organisations and other organisations on the
one hand and workers on the other, in China. It specifies that labour contracts shall be
concluded in adherence to the principles of legality, fairness, equality, voluntariness, consensus
and good faith. Employing units shall establish and improve labour rules and regulations to
ensure that workers enjoy the labour rights and fulfill the labour obligations. The establishment
of a labour relationship requires entering into a written labour contract. The employing unit
shall strictly implement the norm set for labour quota and shall not compel the workers to work
overtime or do so in a disguised form. If an employing unit assigns overtime work, it shall
make overtime payments to the employers in accordance with relevant provisions of China.
Pursuant to 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)‘), promulgated on 31 July 2025 and effective since 1 September
2025, any agreement between an employer and an employee or any commitment made by an
employee to the employer stating that social insurance premiums need not be paid shall be
deemed invalid by the people’s court. If an employer fails to pay social insurance premiums
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in accordance with the law, and the employee requests to terminate the labor contract and
claims economic compensation pursuant to Article 38(3) of the Labor Contract Law of the
People’s Republic of China, the people’s court shall support such claims in accordance with
the law. If the employer subsequently pays the social insurance premiums in accordance with
the law and requests the employee to return the compensation already paid for the social
insurance premiums, the people’s court shall support such requests in accordance with the law.
Our PRC Legal Advisor is of the view that the effective implementation of this judicial
interpretation did not and will not have a material adverse impact on the Company’s business
operations.
The Social Insurance Law of the PRC (‘), which became
effective on 1 July 2011 and was last revised and came into force on 29 December 2018, the
Regulations on Work-related Injury Insurance (ᎈૢԷ‘), which became effective on
1 January 2004, and was last revised on 20 December 2010 and came into force on 1 January
2011, the Trial Measures for Maternity Insurance of Enterprise Employees (ڭ
‘), which became effective on 1 January 1995, the Decision of the State Council
on Establishing a Unified Basic Endowment Insurance System for Enterprise Employees ( ਷
‘), which became effective on 16 July
1997, the Decision of the State Council on Establishing a Basic Medical Insurance System for
Urban Employees (‘), which became
effective on 14 December 1998, and the Regulations on Unemployment Insurance (ڭ
ᎈૢԷ‘), which became effective on 22 January 1999, specify that China should establish
basic endowment insurance, basic medical insurance, work-related injury insurance,
unemployment insurance, maternity insurance and other social insurance systems, so that the
citizens can obtain assistance and compensation from the country and society in their old age
or in case of illness, work-related injury, unemployment, childbirth, etc. Employers and
individuals in China shall make social insurance contributions in accordance with laws.
Enterprises in China are obliged to purchase endowment insurance, unemployment insurance,
maternity insurance, work-related injury insurance and medical insurance for their employees.
If an employer fails to make social insurance contributions in full and on time, the organization
collecting social insurance contributions shall order it to make contributions or make up for the
balance within a specified period, and shall, from the date of payment, impose a late payment
penalty at the rate of 0.05% on a daily basis; if the employer fails to make payment within the
specified period, the relevant administrative department shall impose a penalty of not less than
one time but not more than three times the arrears.
The Regulations on the Administration of Housing Provident Funds (၍ଣ
ૢԷ‘), which became effective on 3 April 1999 and was last revised and came into force on
24 March 2019, specifies that enterprises in China shall apply to the housing provident fund
management center for registration of contributions to the housing provident fund, and open
housing provident fund accounts for their employees. If an employer fails to make
contributions or makes insufficient contributions to the housing provident fund within the
specified period, the housing provident fund management center shall order it to make
contributions within a specified period; if the employer fails to make payment within the
specified period, an enforcement application may be submitted to the people’s court.
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LA WS AND REGULATIONS ON INTELLECTUAL PROPERTY
Patent
According to the Patent Law of the PRC (‘), which was
promulgated by the SCNPC on 12 March 1984 and implemented on 1 April 1985, and last
revised on 17 October 2020 and came into effect on 1 June 2021, and the Implementation
Regulations of the Patent Law of the PRC (‘), which was
promulgated by the State Council on 15 June 2001, implemented on 1 July 2001 and last
amended on 11 December 2023, with the latest amendment being effective on 20 January 2024,
patents in mainland China are divided into invention patent, utility patent and design patent.
Invention patent shall be valid for 20 years from the date of application, while utility patent
shall be valid for 10 years and design patent shall be valid for 15 years from the date of
application respectively. The patent right entitled to its owner shall be protected by the laws.
Any person shall be licensed or authorized by the patent owner before using such patent.
Otherwise, the use constitutes an infringement of the patent right.
Trademark
According to the Trademark Law of the PRC (‘) (the
“Trademark Law”), which was promulgated by the Standing Committee on 23 August 1982 and
became effective on 1 March 1983 and last revised on 23 April 2019 and implemented on 1
November 2019 and the Implementation Regulations of the Trademark Law of the PRC ( ʕ
ૢԷ‘), which was promulgated by the State Council on 3 August
2002 and implemented on 15 September 2002, and amended on 29 April 2014, a trademark
registered by the Trademark Office is a registered trademark, including the commodity
trademark, service trademark, collective trademark and certification trademark. The valid
period of a registered trademark shall be 10 years, commencing from the date of approval of
the registration. The trademark registrant shall apply for renewal within 12 months before the
expiry date for further use of the registered trademark. The valid period for each renewal of
registration is 10 years, counted from the next day of the expiration day of the last term.
Copyright
Pursuant to the Copyright Law of the PRC (‘), or the
Copyright Law, promulgated by the SCNPC on 7 September 1990 and implemented on 1 June
1991, and last revised on 11 November 2020 and came into effect on 1 June 2021, Chinese
citizens, legal persons or other organizations shall, whether published or not, enjoy copyright
in their works, which include, among others, works of literature, art, natural science, social
science, engineering technology and computer software created in writing or oral or other
forms. A copyright holder shall enjoy a number of rights, including the right of publication, the
right of authorship and the right of reproduction.
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Pursuant to the Measures for the Registration of Computer Software Copyright (ၑ
‘) promulgated by the National Copyright Administration on 20
February 2002 and the Regulation on Computers Software Protection (ᚐૢ
Է‘) amended by the State Council on 30 January 2013 and came into effect on 1 March 2013,
the National Copyright Administration is mainly responsible for the registration and
management of software copyright in mainland China and recognizes the China Copyright
Protection Centre as the software registration organization. The China Copyright Protection
Centre 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.
Domain Names
Domain names are protected under the Administrative Measures on Internet Domain
Names (‘), which was promulgated by the Ministry of Industry and
Information Technology of the PRC on 24 August 2017 and came into effect on 1 November
2017. Domain name registrations are handled through domain name service agencies
established under the relevant regulations, and applicants become domain name holders upon
successful registration.
LA WS AND REGULATIONS ON FOREIGN EXCHANGE
The Regulations of the PRC on Foreign Exchange Administration ( ʕശɛ͏΍ձ਷̮
ි၍ଣૢԷ‘), which became effective on 1 April 1996 and was last revised and came into
force on 5 August 2008, applies to the foreign exchange receipts and payments or foreign
exchange business activities of domestic organizations and individuals, foreign organizations
and individuals in China. It specifies that China shall not restrict international current
payments and transfers. The foreign exchange receipts of domestic organizations and
individuals can be repatriated to China or deposited overseas; the conditions and time limit for
repatriation or overseas deposit shall be specified by the foreign exchange administration
authorities of the State Council according to the international balance of payment and the needs
of foreign exchange administration. Domestic organizations and individuals who make
overseas direct investments or engage in the overseas issuance and trading of negotiable
securities and derivatives shall register in accordance with the requirements of the foreign
exchange administration authority of the State Council. If the state requires prior approval by
or filing with relevant competent authorities, the approval or filing procedures shall be gone
through prior to the foreign exchange registration.
The Circular of the State Administration of Foreign Exchange on Reforming and
Regulating the Policies for Administration of Foreign Exchange Settlement under Capital
Accounts (‘), which became
effective on 9 June 2016, specifies that in the case of foreign exchange receipts in capital
accounts subject to willingness exchange settlement as specified by relevant policies
(including foreign exchange capital, foreign debt funds and proceeds from overseas listing
which are repatriated, etc.), exchange settlement may be made in banks according to the actual
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business needs of domestic organizations. The foreign exchange receipts in the domestic
capital account and RMB proceeds from exchange settlement may be used to cover the current
account expenditures within the business scope, as well as the expenditures under the capital
account permitted by laws and regulations. Foreign exchange receipts in the domestic capital
account of a domestic organization and RMB proceeds from exchange settlement shall not be:
(1) directly or indirectly used to cover expenditures beyond the business scope of enterprises
or prohibited by national laws and regulations; (2) directly or indirectly used for securities
investment or other investments and wealth management other than capital protected products
of banks, unless otherwise specified; (3) used to provide loans to non-affiliated enterprises,
unless otherwise approved in the business scope; or (4) used for the construction or purchase
of real estate not for own use (except where the entity is a real estate enterprise).
The Circular on Further Improving RMB Cross-Border Business Policies and Promoting
Trade and Investment Facilitation (л
‘), which became effective on 5 January 2018, specifies that domestic enterprises
may repatriate the proceeds to China for use according to actual needs after issuing RMB bonds
overseas and going through relevant procedures according to the macro-prudent administration
of full-coverage cross-border financing. RMB proceeds of domestic enterprises from overseas
issuance of shares may be repatriated to China for use according to actual needs.
The Circular on Issues Concerning the Foreign Exchange Administration of Overseas
Listing (‘), which became effective on 26
December 2014, specifies that the State Administration of Foreign Exchange, its branches and
foreign exchange administration departments shall supervise, manage and inspect the business
registration, account opening and use, cross-border receipts and expenditures, capital exchange
and other behaviours involved in the overseas listing of domestic companies. Domestic
companies shall register the overseas listing within 15 working days of the completion of
overseas listing and issuance; the proceeds from domestic and overseas listing of a company
may be repatriated to China or deposited overseas, and the use of the proceeds shall comply
with relevant contents set out in the prospectus or corporate bond prospectus, the circular to
shareholders, resolutions of the board of directors or the general meeting and other publicly
disclosed documents.
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OVERVIEW
The history of our business could date back to 2002 when our founder, Mr. Wang, started
our business in Wuxi, Jiangsu Province. We commenced our operations with the research,
development and production of thin-film capacitor equipment. Initially focusing on fully
automatic winding machines, we have then developed completely automated production
equipment for thin-film capacitor manufacturing. Through this process, we mastered multiple
core manufacturing technologies including automatic winding technology, high-speed slitting
technology, metallization spraying technology and formation and sorting technology. Since
automatic winding technology and high-speed slitting technology also constitute core
technologies for lithium-ion battery equipment, we successfully extended these technological
competencies to the lithium-ion battery equipment manufacturing and developed an extensive
product portfolio. While developing thin-film capacitor and lithium-ion battery equipment, we
also leveraged our long-term accumulated capabilities in automation engineering R&D to
expand the application scope of our core technologies to intelligent equipment for PV batteries
and others. Over the years, we have evolved as a prominent new energy intelligent equipment
enterprise, offering highly competitive intelligent equipment and solutions to a wide range of
emerging and high-end manufacturing industries. Operating in the world’s most dynamic and
high-growth industrial ecosystem, our equipment and solutions are deployed globally across
diverse application including manufacturing of lithium-ion batteries, PVs batteries and 3C
electronics, hydrogen and fuel cell production, intelligent logistics, automotive production and
laser precision processing. We maintain extensive partnerships with leading customers in each
of these sectors and have established a dominant market position in the energy sector.
Our Company was established under the laws of the PRC on April 30, 2002. In May 2015,
our A Shares were listed on the Shenzhen Stock Exchange (stock code: 300450). As of the
Latest Practicable Date, our total issued share capital was RMB1,566,163,034, comprising
1,566,163,034 A Shares, of which approximately 32.33% was controlled by Mr. Wang, Ms. Ni,
Lhasa Xindao, Wuxi Y uxi, Wuxi Luojie, Wuxi Zhipu, Shanghai Zhuoao, Shanghai Yiwei,
Shanghai Haochang and Shanghai Haoling, our Controlling Shareholders.
OUR KEY MILESTONES
The following is a summary of our Group’s key business development milestones:
Y ear Event
2002 /H1118/H1118/H1118/H1118/H1118Inception of our Company.
2008 /H1118/H1118/H1118/H1118/H1118We expanded into the lithium-ion battery equipment business.
2009 /H1118/H1118/H1118/H1118/H1118We expanded into the PV equipment businesses.
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Y ear Event
2015 /H1118/H1118/H1118/H1118/H1118We were listed on the ChiNext Market of the Shenzhen Stock Exchange
(stock code: 300450).
2016 /H1118/H1118/H1118/H1118/H1118We acquired Zhuhai Titan, one of our major subsidiaries.
2018 /H1118/H1118/H1118/H1118/H1118We rolled out complete production line solutions for prismatic, cylindrical,
pouch and blade lithium-ion batteries and the intelligent manufacturing of
PV cells and modules.
We expanded into the 3C intelligent equipment, intelligent logistics
equipment, hydrogen energy equipment, automotive intelligent production
line, laser precision processing equipment and other businesses.
2022 /H1118/H1118/H1118/H1118/H1118We established the Centre of Competency (COC) in Europe, being among
the first Chinese lithium-ion battery equipment providers to own a
technology centre in Europe.
2024 /H1118/H1118/H1118/H1118/H1118We were recognized by Fortune Magazine as one of Fortune China
Technology Top 50 and by the All-China Federation of Industry and
Commerce ( ʕശΌ਷ʈਠุᑌΥึ) as one of Top 500 private
manufacturing enterprises in China.
We delivered solid-state batteries turnkey solutions to our customers.
OUR MAJOR SUBSIDIARIES
The principal business activities and date of establishment of each of our major
subsidiaries, which we consider are material to our operations and/or contributed significantly
to our financial performance during the Track Record Period, are shown below:
Name of company
Equity interest
attributable to
our Group
Principal business
activities
Date of
incorporation/
establishment
Place of
incorporation/
establishment
Zhuhai Titan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100% Manufacture of lithium-
ion battery
intelligent
equipment
February 24,
2014
PRC
Jiangsu Qingdao
Intelligent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
81.71% Provision turnkey
solutions for
hydrogen energy
December 14,
2020
PRC
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Name of company
Equity interest
attributable to
our Group
Principal business
activities
Date of
incorporation/
establishment
Place of
incorporation/
establishment
Jiangsu Lead
Technology /H1118/H1118/H1118/H1118/H1118/H1118/H1118
81.49% Manufacture of 3C
intelligent
equipment
December 17,
2020
PRC
Wuxi Guangdao /H1118/H1118/H1118/H1118/H1118/H111882.56% Provision of solutions
for laser precision
processing
December 14,
2020
PRC
Guangdong Beidao /H1118/H1118/H1118/H1118 100% Provision of logistics
turnkey solutions
December 17,
2020
PRC
Jiangsu Andao
Intelligent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
99% Testing and installation
of equipment
December 25,
2020
PRC
Shanghai Lead Huineng /H1118 100% Research and
development
March 9, 2021 PRC
The Company held majority equity interests in the above major subsidiaries throughout
the Track Record Period. See “Statutory and General Information — C. Further Information
about Our Subsidiaries” in Appendix VI to this prospectus for more details on share capital
changes of our major subsidiaries.
MAJOR SHAREHOLDING CHANGES OF OUR COMPANY
Early Development of our Company and Conversion into Joint Stock Limited Company
Our Company, then known as Wuxi Lead Auto Equipment Co., Ltd. ( ೌ፼΋ኬІਗʷண
ʮ̡), was established on April 30, 2002 by Mr. Wang through Wuxi Lead Capacitor
Equipment Manufacturing Company (ኜண௪ᅀ) and Korea KUJU Engineering
Co., Ltd., an early investor of our Company, with an initial registered capital of USD200,000.
Upon the completion of several rounds of share transfers and capital injection, the
registered share capital of our Company reached RMB51 million in December 2011, with Mr.
Wang being the controlling shareholder of our Company.
In December 2011, our Company accomplished all procedures required to convert from
a limited liability company into a joint stock company with limited liability.
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Listing on the Shenzhen Stock Exchange
In May 2015, we completed the listing of our A Shares on the Shenzhen Stock Exchange
(stock code: 300450) (the “ A-Shares Listing ”). In the A-Shares Listing, we issued an
aggregate of 17,000,000 A Shares, accounting for 25% of our Company’s then share capital
immediately following the A-Shares Listing.
In December 2015, we changed the name of our Company to our current name, Wuxi Lead
Intelligent Equipment Co., Ltd. (ʮ̡).
MAJOR ACQUISITION AND DISPOSAL
We had not carried out any major acquisitions, disposals or mergers during the Track
Record Period and up to the Latest Practicable Date.
PUBLIC FLOAT
So far as our Directors are aware, all 93,616,000 H Shares to be issued pursuant to the
Global Offering, representing approximately 5.64% of our total issued share capital
immediately upon Listing (assuming the Offer Size Adjustment Option and the Over-allotment
Option are not exercised and excluding the treasury shares), will be counted towards the public
float for the purpose of Rule 19A.13A of the Listing Rules at the time of the Listing, with an
expected market value of HK$4.29 billion (calculated based on the maximum Offer Price of
HK$45.80 per H Share). Accordingly, at the time of Listing, based on the final Offer Price, we
will maintain a sufficient public float as required under Rule 19A.13A(2)(b) of the Listing
Rules where the portion of H Shares that are held by the public must have an expected market
value of not less than HK$3 billion.
FREE FLOAT
To the best knowledge of our Directors, Our Company will comply with the free float
requirement under Rule 19A.13C of the Listing Rules at the time of Listing.
OUR LISTING ON THE SHENZHEN STOCK EXCHANGE AND REASONS FOR THE
LISTING ON THE STOCK EXCHANGE
Since 2015, our Company has been listed on the Shenzhen Stock Exchange. During the
Track Record Period and as of the Latest Practicable Date, our Directors confirmed that we had
no instances of material non-compliance with the rules of the Shenzhen Stock Exchange and
other applicable securities laws and regulations of the PRC in any material respect, and, to the
best knowledge of our Directors having made all reasonable enquiries, there was no material
matter that should be brought to the investors’ attention in relation to our compliance record
on the Shenzhen Stock Exchange. Our PRC Legal Advisor is of the view that the confirmation
of our Directors above with regard to our compliance record is accurate and reasonable. Based
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on the independent due diligence conducted by the Joint Sponsors, nothing has come to the
Joint Sponsors’ attention that would cause them to disagree with our Directors’ confirmation
with regard to the compliance records of the Company on the Shenzhen Stock Exchange.
Our Company seeks to be listed on the Stock Exchange in order to provide further capital
for the development and expansion of our business, provide an additional fundraising platform
for our Company should the need arise, further strengthen our business profile and advance our
internationalization strategy, optimize our international brand image, and better attract
overseas investors and talents. See “Business — Our Strategies” and “Future Plans and Use of
Proceeds” for more details.
PROPOSED GLOBAL DEPOSITARY RECEIPT APPLICATION
As approved by the Board on October 19, 2022, and by the shareholders of the Company
on November 4, 2022, we proposed to offer Global Depositary Receipts (“ GDR”) of the
Company globally and list the GDRs on the SIX Swiss Exchange (the “ Proposed GDR
Application ”). The listing application was later submitted to the SIX Swiss Exchange in
November 2022, and a conditional approval was obtained from the SIX Swiss Exchange on
December 6, 2022 and an approval was obtained from the CSRC on December 19, 2022. The
Proposed GDR Application plan was further considered and approved by the Board on
February 2, 2024 and by the shareholders of the Company on February 19, 2024. However,
taking into account the general macroeconomic conditions, we terminated the Proposed GDR
Application and proceeded to seek a listing of our H Shares on the Stock Exchange in January
2025. During our preparation for the Proposed GDR Application, we did not encounter any
material difficulties or legal impediments which led us to suspend the preparation for the
Proposed GDR Application.
To the best of our Directors’ knowledge, information and belief, our Directors are not
aware of any material matter relating to the Proposed GDR Application, which may materially
and adversely affect the suitability of our Company to list its H Shares on the Stock Exchange
and should be brought to the attention of the Stock Exchange, its Shareholders or prospective
investors.
Based on the independent due diligence work performed by the Joint Sponsors and the
information and documents made available to the Joint Sponsors, nothing has come to the Joint
Sponsors’ attention that could reasonably cast doubt on the Directors’ views set out above.
RESTRICTED SHARE INCENTIVE SCHEMES
In order to improve our Group’s long-term incentive mechanism, attract and retain
outstanding talents, fully mobilize the enthusiasm of our Group’s key employees, we adopted
the Restricted Share Incentive Schemes. For details, see “Statutory and General Information —
4. Our Restricted Share Incentive Schemes” in Appendix VI to this prospectus.
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CORPORATE STRUCTURE
Corporate structure immediately before the Global Offering
The following diagram illustrates a simplified corporate and shareholding structure of our
Group immediately prior to the completion of the Global Offering (assuming that no changes
are made to the issued share capital of our Company between the Latest Practicable Date and
Listing):
Jiangsu Qingdao
Intelligent(4)
Mr. Wang Ms. Ni(3)
Lhasa Xindao(1) Wuxi Yuxi(2) Shanghai
Zhuoao(3)
Other A
Shareholders
Our Company
Wuxi Guangdao(5) Jiangsu Lead
Technology(6) Zhuhai Titan(8)Jiangsu Andao
Intelligent(7)
Shanghai Lead
Huineng
Guangdong
Beidao
Other PRC
subsidiaries(9)
Overseas
subsidiaries(10)
100.0%
100.0%
100.0%99.00%81.71% 82.56% 81.49%
4.43%21.46% 5.88% 67.67%
70.56%
16.94%
94.00%
0.56%
Wuxi Luojie(2) Wuxi Zhipu(2)
100.0% 100.0% Shanghai
Haochang(3)
100.0%
Shanghai
Yiwei(3)
Shanghai
Haoling(3)
100.0%
0.44%
99.96% 0.04%
Notes:
1. Lhasa Xindao is held as to 94.00% by Mr. Wang. The remaining equity interest of Lhasa Xindao is held as to
(i) 3.00% by Mr. Wang Jianxin, our executive Director and the cousin of Mr. Wang; and (ii) 3.00% by Mr.
Wang Jianqing, the brother of Mr. Wang.
2. Wuxi Y uxi is held as to (a) 99.96% by Wuxi Luojie; and (b) 0.04% by Wuxi Zhipu (both of which are ultimately
wholly-owned by Mr. Wang).
3. The general partner of Shanghai Zhuoao is Shanghai Yiwei, whose general partner is Ms. Ni, the spouse of Mr.
Wang. Shanghai Zhuoao is held as to 70.56% by Shanghai Haochang, which is in turn wholly-owned by Mr.
Wang. The remaining interests of Shanghai Zhuoao are held as to (i) 16.94% by Shanghai Yiwei, which is in
turn held by 20 individual limited partners with none of them holding one-third or more of the interests therein;
(ii) 12.06% by Shanghai Fufu Electronic Technology Center (Limited Partnership) (Ҧʕː(Ϟ
Υྫ)), which is in turn held by 20 individual limited partners with none of them holding one-third or more
of the interests therein and whose general partner is Mr. Wang Jianxin, our executive Director; and (iii) 0.44%
by Shanghai Haoling, which is in turn wholly-owned by Ms. Ni.
4. As of the Latest Practicable Date, the remaining equity interest in Jiangsu Qingdao Intelligent was held (i) as
to 10.48% by Mr. Wang; (ii) by three domestic employee shareholding platforms, namely Wuxi Haoying
Management Consulting Partnership (Limited Partnership) (၍ଣፔ༔ΥྫΆุ(Υྫ)), Wuxi
Haona Management Consulting Partnership (Limited Partnership) ( ೌ፼ೱॶ၍ଣፔ༔ΥྫΆุ(Υྫ))
and Wuxi Haozhi Management Consulting Partnership (Limited Partnership) ( ೌ፼ೱʘ၍ଣፔ༔ΥྫΆุ(Ϟ
Υྫ)) (“ Wuxi Haozhi ”) as to 3.57%, 2.49% and 1.75%, respectively. Jiangsu Qingdao Intelligent also
directly holds 99% equity interest in Shanghai Qingdao Hanjue Intelligent Technology Co., Ltd. ( ɪऎ૫ኬဏ
ʮ̡), with its remaining 1% equity interest held by Mr. Wang Lei, our executive Director.
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5. As of the Latest Practicable Date, the remaining equity interest in Wuxi Guangdao was held (i) as to 10.58%
by Mr. Wang; and (ii) by two domestic employee shareholding platforms, namely Wuxi Haoya Management
Consulting Partnership (Limited Partnership) ( ೌ፼ೱԭ၍ଣፔ༔ΥྫΆุ(Υྫ)) and Wuxi Haozhi as to
5.09% and 1.77%, respectively.
6. As of the Latest Practicable Date, the remaining equity interest in Jiangsu Lead Technology was held (i) as to
10.45% by Mr. Wang; and (ii) by three domestic employee shareholding platforms, namely Wuxi Haolian
Management Consulting Partnership (Limited Partnership) ( ೌ፼ೱᑌ၍ଣፔ༔ΥྫΆุ(Υྫ)), Wuxi
Haozhi and Wuxi Haoce Management Consulting Partnership (Limited Partnership) ( ೌ፼ೱഄ၍ଣፔ༔ΥྫΆ
ุ(Υྫ)) as to 4.81%, 1.75% and 1.51%, respectively.
7. As of the Latest Practicable Date, the remaining 1.00% equity interest was held by Mr. Wang.
8. Zhuhai Titan also directly holds 100% equity interest in Zhuhai Lead New Power Electronics Co., Ltd ( मऎ
ʮ̡).
9. Other three PRC subsidiaries directly held by our Company include (a) Jiangsu Lead Huineng Technology
Research Co., Ltd. (ʮ̡)( “ Jiangsu Lead Huineng ”) wholly owned by our
Company; (b) Zhuhai Hengqin Lead Intelligent Enterprise Management Co., Ltd. ( मऎዑೞ΋ኬ౽ঐΆุ၍
ʮ̡) wholly owned by our Company; and (c) Wuxi Lead Advanced Technology Research and
Development Partnership (Limited Partnership) (೯ΥྫΆุ(Υྫ)) owned by
Jiangsu Lead Huineng and Changzhou Haituo V enture Capital Partnership (Limited Partnership) (௴
ุҳ༟ΥྫΆุ(Υྫ)) (“ Changzhou Haituo ”) as to 51% and 49%, respectively. Changzhou Haituo is
held by Changzhou Xianya V enture Capital Partnership (Limited Partnership) ( ੬ψ΋ԭ௴ุҳ༟ΥྫΆุ(Ϟ
Υྫ)) (“ Changzhou Xianya ”) and Lead Holding Group Co., Ltd. (ʮ̡)( “Lead Holding
Group ”) as to 90% and 10%, respectively. Changzhou Xianya is in turn held by Ms. Ni and Lead Holding
Group as to 90% and 10%, respectively. Lead Holding Group is held by Mr. Wang, Ms. Ni and Mr. Wang Lei
(our executive Director) as to 40%, 30% and 30%, respectively.
10. The overseas subsidiaries that directly or indirectly wholly-owned by our Company include (a) Lead Intelligent
Equipment (USA) LLC; (b) Lead Intelligent Equipment (Europe) B.V .; (c) Lead Intelligent Equipment
(Sweden) AB; (d) Lead Intelligent Equipment (Deutschland) GmbH; (e) Lead Intelligent Equipment Turkey
Energy Technologies Trade JSC; (f) Lead Intelligent Equipment (France) SAS; (g) Lead Intelligent Equipment
(Hungary) Kft; (h) Jiangsu Lead Technology (Vietnam) Company Limited; (i) Lead Intelligent Equipment
Japan Co., Ltd.; (j) Wuxi Lead Intelligent Equipment Co., Ltd. Korea Branch; (k) Lead Intelligent Equipment
(Hong Kong) Co., Limited; (l) Lead Intelligent Equipment (Malaysia) Sdn. Bhd.; (m) Lead Intelligent
Equipment (Singapore) Holding Trading Pte. Ltd.; (n) Lead Intelligent Equipment Asia Holding Pte. Ltd.; (o)
Lead Intelligent Equipment Service (Sweden) AB; (p) Lead Intelligent Equipment (UK) Limited; (q) Lead
Intelligent, Sociedad De Responsabilidad Limitada De Capital V ariable; and (r) Lead Intelligent Equipment
Korea Ltd..
HISTORY AND CORPORATE STRUCTURE
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Corporate structure immediately following completion of the Global Offering
The following diagram illustrates the simplified corporate and shareholding structure of
our Group immediately following completion of the Global Offering, assuming that the Offer
Size Adjustment Option and the Over-allotment Option are not exercised and that no changes
are made to the issued share capital of the Company between the Latest Practicable Date and
Listing:
Jiangsu Qingdao
Intelligent(4)
Mr. Wang
Lhasa Xindao(1) Wuxi Yuxi(2) Shanghai
Zhuoao(3)
Other A
Shareholders H Shareholders(11)
Our Company
Wuxi Guangdao(5) Other PRC
subsidiaries(9)
Overseas
subsidiaries(10)
Jiangsu Lead
Technology(6) Zhuhai Titan(8)Jiangsu Andao
Intelligent(7)
Shanghai Lead
Huineng
Guangdong
Beidao
100.0%
100.0%
100.0%99.00%81.71% 82.56% 81.49%
94.00%
0.53%
5.64%63.85%4.18% 5.55%20.25%
Wuxi Luojie(2) Wuxi Zhipu(2)
100.0% 100.0%
99.96% 0.04%
Ms. Ni(3)
70.56%
16.94%
Shanghai
Haochang(3)
100.0%
Shanghai
Yiwei(3)
Shanghai
Haoling(3)
100.0%
0.44%
Notes 1 to 10:
Please refer to the details contained in the sub-section headed “Corporate Structure — Corporate structure
immediately before the Global Offering” above.
HISTORY AND CORPORATE STRUCTURE
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OVERVIEW
Who We Are
We are an intelligent equipment enterprise offering intelligent equipment and solutions to
a range of emerging industries. Our manufacturing equipment and solutions are deployed
across diverse applications including the manufacturing of lithium-ion batteries, PV batteries
and computer, communication and consumer electronics (3C), intelligent logistics, hydrogen
and fuel cell production, automotive production and laser precision processing around the
world.
We commenced our operations with the research, development and production of
thin-film capacitor equipment. Initially focusing on fully automatic winding machines, we
have then developed completely automated production equipment for thin-film capacitor
manufacturing. Through this process, we mastered multiple core manufacturing technologies
including automatic winding technology, high-speed slitting technology, metallization spraying
technology and formation and sorting technology. Since automatic winding technology and
high-speed slitting technology also constitute core technologies for lithium-ion battery
equipment, we successfully extended these technological competencies to the lithium-ion
battery equipment manufacturing and developed an extensive product portfolio. While
developing thin-film capacitor and lithium-ion battery equipment, we also leveraged our
long-term accumulated capabilities in automation engineering R&D to expand the application
scope of our core technologies to intelligent equipment for PV batteries and others.
Differentiating from traditional and regular manufacturing equipment providers, we place
great emphasis on digital and intelligent transformation in the entire manufacturing process and
developed a comprehensive suite of intelligent software solutions specifically to facilitate such
transformation, featuring industrial control AIoT software, data management and deep learning
platforms utilizing data-driven algorithms to promote fully automated production processes
and optimize manufacturing equipment management and manufacturing efficiency. Our
intelligent equipment integrates automated equipment with software capable of data collection,
data analysis, data feedback, execution and control functions. Compared with traditional
equipment, our intelligent equipment features higher levels of digitization and automation,
enabling real-time optimization through embedded software, rather than relying on mechanics
or manual intervention.
We have assembled a team of over 3,000 engineers capable of developing industrial
control software tailored to various operational environments. This team possesses in-depth
knowledge of industrial scenarios and production processes, enabling us to enhance intelligent
control and optimization management through targeted software development. Our intelligent
equipment embedded with our industrial control software can streamline multiple
manufacturing processes, assisting our customer in transforming towards highly-automated and
unmanned factories to further reduce their labor cost, improve their manufacturing efficiency
and advance their green initiative. For instance, through in-depth integration with data-driven
algorithms, digital twin simulations and dynamic scheduling optimization software, we
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developed unmanned intelligent logistics equipment that empowers our customers’ intelligent
manufacturing initiatives and facilitates the construction of “unmanned factories” and “smart
factories.” We maintain extensive partnerships with leading customers in each of these sectors
and have established a dominant market position in the new energy sector. According to Frost
& Sullivan, we were the world’s largest lithium-ion battery intelligent equipment provider,
accounting for 15.5% of the global market share in terms of revenue in 2024.
Lithium-ion battery
 We were the world’s largest lithium-ion battery intelligent equipment provider in terms
of revenue in 2024, accounting for 15.5% and 19.0% of the global and Chinese
lithium-ion battery intelligent equipment market share, both of which increased
throughout the Track Record Period.
 We possess independent intellectual properties of all key equipment of the lithium-ion
battery turnkey solutions. We maintain leading product competitiveness and market share
in key equipment. In 2024, each of our winding machines and stacking machines
accounted for over 55% of the global market share in 2024 in terms of shipment volume
globally. Besides, we are capable of delivering full-tab cylindrical battery intelligent
intelligent equipment. We delivered the world’s first automotive-grade all-solid-state
battery turnkey solution, demonstrating competitive advantages in this cutting-edge
technology.
PV
 Our PV module turnkey solution achieved an industry-leading production capacity, with
a maximum output of 13,000 cells per hour.
 Our innovative 0BB busbar-free stringer technology used in PV module manufacturing
represents one of the industry’s first mass-produced high-efficiency solution. This
technology offers significant advantages, including reduced silver paste consumption,
ultrathin cell thickness and enhanced module power output, thereby contributing to cost
reductions and efficiency improvements in PV module manufacturing.
 In 2024, our x back contact (xBC) high-speed string welding machines used in PV module
manufacturing achieved a significant global market share in terms of shipment volume
among PV intelligent equipment providers.
3C
 We have developed multiple comprehensive solutions that enhance intelligent 3C
manufacturing processes. Our innovations utilize visual measurement, automated visual
inspection defect detection, five-axis high-speed dispensing and 3D assembly along with
advanced 3D algorithms to enable precise and efficient inspection and quality control
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across various 3C manufacturing stages. In fluid control and integrated testing, our
proprietary HyFluid and HyTest platforms offer precise solutions for complex industry
needs, such as dispensing and device testing.
Intelligent logistics equipment
 In 2024, we were the world’s largest supplier of intelligent logistics equipment in the field
of lithium-ion battery manufacturing in terms of revenue, with a market share of 33.5%.
Our technological leadership and market success in the new energy sector are evidenced
by numerous awards. We have consistently ranked among China’s top companies for five years
running (Hurun Report China 500) and have received prestigious awards recognizing
technological innovation (Gao Gong Golden Globe Award for Solid-State Battery Innovation)
and leadership in intelligent manufacturing solutions (2023 CBIS Influential Enterprise
Award). Furthermore, we have been recognized for our contributions to the advancement of the
new energy sector by Fortune Magazine (China’s Top 50 Tech Companies and Future Star of
Globalization) and Forbes (China’s 50 Most Innovative Companies). Being bestowed with the
China Industry Award Commendation, the nation’s premier industrial accolade, highlights our
dedication to innovation and excellence.
We have a long-term focus on international expansion.
We are among the first Chinese new energy intelligent equipment providers to achieve
global expansion and among the first Chinese lithium-ion battery equipment providers to
establish an R&D sales and service center in Europe. Currently, we have established 19
overseas branches and subsidiaries in 16 countries and regions, committed to building a “global
R&D, global delivery, global service” network. According to Frost & Sullivan, our lithium-ion
battery intelligent equipment has a 15.5% market share globally in terms of revenue in 2024.
Besides, in 2024, we maintained a market share of 10.5% in terms of overseas lithium-ion
battery intelligent equipment and lithium-ion battery intelligent logistics equipment revenue.
We have achieved product sales and solution delivery in over 20 countries and regions,
including Germany, France, Sweden, UK, Hungary and etc. We have gradually collaborated
with leading overseas automotive and battery manufacturers such as Tesla, V olkswagen, BMW,
Mercedes, Toyota, LG Energy, SK On, Samsung SDI, Panasonic and ACC, building an
extensive global presence and brand influence. Additionally, through strong collaborations
with leading domestic customers like CA TL, A TL, CALB, EVE Energy, Gotion, AESC,
Ampace, Sunwoda, SVOLT and BYD, we have become their global expansion partner.
As a result, our overseas business recorded strong financial performance during the Track
Record Period. Our revenue from overseas sales increased from RMB1,195.4 million in 2022
to RMB2,241.6 million in 2023 and further increased to RMB2,831.3 million in 2024,
accounting for 8.6%, 13.6% and 24.0% of our total revenue for the respective years. Our
revenue from overseas sales remained relatively stable at RMB2,199.8 million in the nine
months ended September 30, 2024 and RMB2,015.3 million in the nine months ended
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September 30, 2025, respectively, accounting for 24.3%, and 19.4% of our revenue in the same
periods, respectively. In 2022, 2023 and 2024, our gross profit margin from overseas sales was
19.8%, 16.1% and 36.7% in the same years, respectively. In the nine months ended September
30, 2024 and 2025, our gross profit margin was 39.8% and 39.3% in the same periods,
respectively.
Our continuous efforts towards global expansion and our established global presence give
us an advantage in capturing growth opportunities in the expanding overseas markets.
According to Frost & Sullivan, the overseas market size of lithium-ion battery intelligent
equipment will grow from RMB21.6 billion in 2024 to RMB61.5 billion in 2029, with a CAGR
of 23.3%.
We leverage a scalable reserve of technologies to pursue diverse growth opportunities.
Our platform-based strategy leverages a scalable reserve of technologies to pursue diverse
growth opportunities. Building upon core competencies in areas such as high-speed
automation, digital controls and precision machining, we are able to achieve efficient
deployment of these technologies across multiple sectors. Synergies across R&D, supply chain
and service operations continue to enhance our operational resilience and mitigate the cyclical
risks inherent in individual market segments. This approach enables us to achieve operational
stability and consistent performance.
Beyond our leadership in lithium-ion battery intelligent equipment technology, we have
successfully expanded our reach to encompass other key sectors of the new energy market,
including PV and hydrogen energy. We have further leveraged the extensive scalability of our
technological foundation and the broad reach of the new energy industry to expand our
business into diverse fields including 3C intelligent equipment, intelligent logistics equipment,
automotive intelligent production lines and laser precision processing.
We continue to lead the industrialization of emerging technologies.
We target industries with intensive technology iterations and offer customers intelligent
equipment and innovative process solutions that bridge the gap between laboratory concepts
and industrial application. Benefiting from our strong technological capabilities and extensive
collaboration with leading downstream customers, we consistently remain at the forefront of
and drive the implementation and industrialization of cutting-edge downstream technologies.
 In the field of solid-state batteries, we have successfully consolidated all process
stages for mass production. We delivered the world’s first automotive-grade,
all-solid-state battery turnkey solution and have been progressively delivering
standalone key equipment for solid-state battery production to multiple customers
around the world.
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 In the field of advanced lithium-ion battery manufacturing processes, we have taken
the leadership in the industry by introducing several innovative equipment products
tailored for new technology routes, such as large cylindrical batteries and all-tab
batteries. Our products include all-tab small cylindrical battery winding equipment,
350 PPM all-tab cylindrical battery assembly lines and 150 PPM large cylindrical
all-tab battery assembly lines.
 In the field of new PV cell technologies, we have extensively invested in advanced
technologies, including TOPCon, HJT, xBC and perovskite. We have delivered
various standalone key equipment and turnkey solutions, applying these
technologies at the GW-scale.
 In the hydrogen energy sector, we have successfully established end-to-end
capabilities in PEM hydrogen production and delivered our independently
developed 2000MW PEM electrolyzer stack production line. Our self-developed
MEA preparation equipment and fourth-generation MEA R2R assembly line
overcomes bottleneck issues in hydrogen production and fuel cell manufacturing
through process innovations, effectively accelerating the industrialization of
hydrogen energy and fuel cells technologies.
Our positioning in cutting-edge technologies has created new growth opportunities for us
from a technological perspective. According to Frost & Sullivan, the industrialization of
solid-state batteries will drive the rapid growth of its related intelligent equipment market
globally from RMB1.6 billion in 2024 to RMB15.6 billion in 2029, with a CAGR of 58.0%;
in the PV field, the global shipment volume of TOPCon, HJT and xBC batteries will grow at
a high CAGR of 15.0%, 36.6% and 51.2% respectively, from 2024 to 2029, and
correspondingly drive iterative upgrades and new investment of PV intelligent equipment.
OUR BUSINESS
Lithium-ion battery
intelligent equipment
PV intelligent
equipment
Hydrogen energy
intelligent equipment
pulping/grinding
equipment
catalyst layer
coating equipment
membrane electrode
preparation equipment
stack and system assembly
equipment
bipolar plate production
equipment
wafer marking
equipment
laser precision processing
equipment
intelligent production lines
for all forms of modules
PACK intelligent
production lines
battery charging and
discharging test lines
automotive intelligent
assembly lines
electric drive intelligent
production lines
laser notching
equipment
FPC/PCB laser
drilling equipment
high-precision mass
transfer equipment
laser welding
equipment
stack activation and
testing platform
Automotive intelligent
production line
Platform
based
approach
to expand
into
diverse
business
sectors
Front-end process Middle-end process Back-end process
mixing
equipment
coating
equipment
rolling
equipment
stacking
equipment
slitting and stacking
integrated equipment
flaking
equipment
assembly
equipment
winding
equipment
electrolyte injection
equipment
chemical composition
equipment
inspection equipment
Solid-state batteries
dry electrodes
equipment
solid-state stacking
equipment
copper-lithium integrated
equipment
Module Cell
MBB string welding
equipment 0BB stringer equipment xBC stringer equipment integrated laser
scribing equipment
monocrystalline texturing
cleaning equipment
BSG removal and alkali polishing
etching cleaning equipment
screen printing/sintering
equipment
testing and sorting process equipmenttab welding equipment complete busbar
welding equipment IBC stringers equipment
3C intelligent
equipment
Assembly and testing
3D assembly high-flow sealing five-axis high-speed
dispensing electrical testing reliability testing
Electrolyzer and fuel cell production lines
Expand product matrix based on production and turnkey solution delivery capabilities
Intelligent logistics
equipment
Intelligent logistics equipment
intelligent
automated warehousesshuttle vehicles tackers conveyor lines
drying
equipment
rolling and slitting
integrated equipment
Automated Visual Inspection
visual measurement defect detection imaging testing
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Lithium-ion battery intelligent equipment
In the lithium-ion battery sector, our products comprehensively cover the front-end,
middle-end and back-end processes of lithium-ion battery manufacturing, allowing us to
deliver turnkey solutions to our customers. Our offerings address various applications
including EV , energy storage and consumer electronics, as well as different technological
pathways like lithium iron phosphate and ternary materials and different battery forms such as
prismatic, cylindrical, pouch and blade cells. Specifically, our product offerings include
mixing, coating, rolling, slitting and flaking equipment in the front-end process; winding,
stacking, packaging, electrolyte injection and welding equipment in the middle-end process;
and chemical composition and assembly equipment in the back-end process. Additionally,
based on breakthroughs throughout the whole process of solid-state battery manufacturing, we
can provide customers with key equipment for dry mixing, dry film composite and solid-state
stacking.
Our customer base includes leading companies in the global lithium-ion battery sector,
including CA TL, Tesla, V oklswagen, BMW, Mercedes, Toyota, LG Energy, SK On, Samsung
SDI, Panasonic, A TL, CALB, EVE Energy, Gotion, AESC, Ampace, Sunwoda, SVOLT, BYD
and ACC.
PV intelligent equipment
In the PV sector, we provide our customers with turnkey solutions and standalone
equipment for both PV modules and PV cell manufacturing. Our PV module equipment cover
functions including MBB string welding, 0BB stringer, xBC stringer, integrated laser scribing,
tab welding, complete busbar welding and IBC stringers. Our PV cell equipment include cover
functions including monocrystalline texturing cleaning, BSG removal and alkali polishing
etching cleaning, screen printing/sintering and testing and sorting. In addition, based on our
forward-looking layout of new PV cell technologies, we have successfully delivered GW-level
solutions in the TOPCon, HJT, xBC and perovskite fields.
Our customer base includes leading companies in the PV sector, including Tongwei Solar,
LONGi Green Energy, JA Solar, Aiko Solar, Trina Solar, Jinko Solar and CSI Solar.
3C intelligent equipment
We offer our customers a range of 3C intelligent equipment centered around our
self-developed automated visual inspection technology, five-axis precision fluid platform and
800V integrated testing platform. Our products cover fields of visual measurement, automated
visual inspection defect detection, five-axis high-speed dispensing, high-flow sealing, imaging
testing, electrical testing, reliability testing and 3D assembly. These solutions enable us to
provide comprehensive solutions for forming, testing and assembling in the intelligent
automotive and consumer electronics sectors.
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We have become the strategic partner of multiple leading customers in the industry and
are committed to continually empowering our customers to transform their intelligent and
digital production.
Intelligent logistics equipment
In the intelligent logistic sector, we have the capability to design and provide intelligent
logistics equipment for our customers, consisting of shuttle cars, stackers, conveyor lines and
intelligent automated warehouses. Through in-depth integration with data-driven algorithms,
digital twin simulations and dynamic scheduling optimization software, we developed
unmanned intelligent logistics equipment that empowers our customers’ intelligent
manufacturing initiatives and facilitates the construction of “unmanned factories” and “smart
factories.”
Our intelligent logistics equipment has already gained widespread application in the new
energy sector. With accumulated case studies in the demanding production environments of
lithium-ion batteries and PV products, our intelligent logistics equipment is designed and made
with high stability, precision control and other advanced core capabilities in mind for dynamic
scheduling in complex scenarios. They can be migrated and reused in various fields, adequately
meeting the needs of a wide range of sectors. We have also started exploring the adoption of
our intelligent logistics equipment in the automotive parts manufacturing and chemical
industries.
Other Intelligent Equipment and Solutions
Hydrogen energy intelligent equipment
We are committed to becoming the most influential hydrogen energy equipment
enterprise in the world and promoting the industrialization of hydrogen production and fuel cell
manufacturing. Through the accumulation of core technologies and breakthroughs in key
processes, we can provide our customers with turnkey solutions for fuel cell and electrolyzer
used in hydrogen production, including slurry coating, MEA packaging, bipolar plate
production, stack assembly, system assembly, test platform and other related high-end
equipment.
Automotive intelligent production line
We offer our customers intelligent turnkey solutions for all forms of modules and PACK
intelligent production lines, electric drive intelligent production lines, battery charging and
discharging test lines, automotive intelligent assembly lines and others.
We have established close collaboration with renowned customers both domestically and
internationally in this field, including BMW, Mercedes, Toyota, V olkswagen, SAIC and XPeng.
We have delivered numerous highly automated, safe, reliable and stable intelligent production
lines to these customers.
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Laser precision processing equipment
We provide our customers with advanced laser technology applied in the lithium-ion
battery, PV , semiconductor, consumer electronics, display panels, automotive and other
industries. Leveraging high-precision CNC systems and advanced laser technology, we provide
solutions for laser precision microprocessing, intelligent inspection and comprehensive smart
workshop implementations.
OUR STRENGTHS
We are the largest provider of lithium-ion battery intelligent equipment in both global
and Chinese markets. Our significant market share enables us to continually capitalize on
opportunities in both incremental and established market segments.
Founded in 2002, we have played a pivotal role in the emergence of the new energy
industry in China. Over the past decade, we experienced significant growth and have become
a recognized provider in the field of new energy intelligent equipment. According to Frost &
Sullivan, we held a 2.9% share of the global market by sales revenue in 2024.
In particular, the lithium-ion battery sector serves as our core business segment. Over the
years, we have consistently maintained our competitive advantages in this field. According to
Frost & Sullivan, we were the world’s largest lithium-ion battery intelligent equipment
provider in terms of revenue in 2024 accounting for 15.5% and 19.0% of the global and
Chinese lithium-ion battery intelligent equipment market share in 2024.
 We possess independent intellectual properties of all key equipment of the
lithium-ion battery turnkey solutions. Our turnkey solution capabilities
comprehensively address battery products across diverse application fields,
technological pathways and configurations. This positions us to effectively meet the
rapid expansion and market penetration requirements of our downstream customers,
aligning with the core demands of overseas customers, particularly emerging battery
manufacturers and those in the automotive sector, thereby establishing us as their
preferred partner for their production capacity expansion. As of September 30, 2025,
we have successfully delivered over 145 turnkey solutions to customers around the
world, including prominent projects specifically designed for key overseas
customers, such as the 20GWh lithium-ion battery intelligent equipment turnkey
solution for V olkswagen’s Salzgitter plant in Germany.
 We also maintain leading product competitiveness and market shares in key
equipment. According to Frost & Sullivan, each of our winding machines and
stacking machines accounted for over 55% of global market share in 2024 in terms
of shipment volume, while our stacking machines achieved competitive advantages
in stacking efficiency. In addition, we also lead in introducing numerous innovative
special process equipment products in the industry, such as small cylindrical battery
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winding equipment, 350 PPM cylindrical battery assembly lines and 150 PPM large
cylindrical battery assembly lines under the all-tab process, as well as ultrawide
coating equipment, rolling and slitting integrated equipment, to maintain excellent
product competitiveness.
 We have also established competitive advantages in the solid-state battery sector. We
have successfully consolidated all process stages for solid-state battery mass
production and delivered the world’s first automotive-grade, all-solid-state battery
turnkey solution. We have also successfully delivered a variety of solid-state battery
standalone key equipment across front, middle and back-end processes to leading
battery manufacturers, renowned automotive manufacturers and emerging battery
manufacturers in regions including Europe, North America and Northeast Asia.
These products have received recognition from our customers and have led to a
stream of repeat orders.
According to Frost & Sullivan, driven by growth in industry demand, the expansion of
new application scenarios for lithium-ion batteries and new capacity requirements resulting
from intensive battery technology iterations, the global market size for lithium-ion battery
intelligent equipment is expected to grow from RMB49.8 billion in 2024 to RMB137.2 billion
in 2029, with a CAGR of 22.5%. Our established competitive position in the industry enables
us to continue benefiting from the incremental market opportunities while maintaining a high
market share.
The continual demand for the replacement of existing equipment constitutes another
noteworthy market opportunity. The iteration of equipment driven by technological and process
improvements, regular equipment updates and the replacement of aging equipment, will
continually stimulate investment in equipment by downstream manufacturing companies. For
example, according to Frost & Sullivan, the global market size for lithium-ion battery
intelligent equipment driven by the renovation and upgrading of existing equipment reached
RMB18.3 billion in 2024. As the equipment previously purchased by downstream customers
enters the iteration cycle in the following years gradually, the market size is expected to
continue to grow, reaching RMB51.2 billion by 2029, with a CAGR of 22.9%. This growth will
serve as a crucial supporting factor in the future demand for lithium-ion battery intelligent
equipment. Leveraging our outstanding market performance over the years, our equipment
products are extensively utilized in the production lines of global new energy manufacturers,
resulting in a substantial share of existing equipment in the market. Consequently, we are
strategically positioned to capitalize on the market opportunities presented by the upgrade and
refurbishment of the existing equipment.
Our predominant international presence strategically positions us to capitalize on growth
opportunities in overseas markets that exhibit substantial potential for expansion.
We are among the first Chinese new energy intelligent equipment providers to achieve
global expansion and among the first Chinese lithium-ion battery equipment providers to
establish a technology center in Europe. Committed to building a “global R&D, global
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delivery, global service” network, we have established 19 overseas branches and subsidiaries
in 16 countries and regions, covering the overseas market. According to Frost & Sullivan, in
2024, we maintained a market share of 10.5% in terms of overseas lithium-ion battery
intelligent equipment and lithium-ion battery intelligent logistics equipment revenue.
Y ears of dedication in overseas markets have enabled us to achieve product sales and
solution deliveries in over 20 countries and regions, including Germany, France, Sweden, UK,
Hungary and etc., and obtain various stringent standards certifications specific to different
regions, such as UL certification in the US and CE certification in the EU. As a result, we have
established a significant global presence and accumulated considerable brand influence
through international product sales. We are concurrently focused on accumulating high-quality
overseas customers and maintaining close collaborations with leading international companies.
Below are some milestone collaboration events:
Y ear Milestone event
2021 /H1118/H1118/H1118We signed a cooperation agreement with BMW to provide a turnkey solution
for P ACK intelligent production line for new energy vehicles.
2022 /H1118/H1118/H1118We signed a cooperation agreement with V olkswagen to provide 20GWh
lithium-ion battery equipment solutions for its Salzgitter plant. Our products
account for more than 65% of that plant’ s equipment, and we will become the
core supplier of V olkswagen’ s 240GWh Super Plant by 2030.
We signed a strategic cooperation agreement with ACC to provide lithium-ion
battery equipment and solutions for its 14 GWh battery factory.
2023 /H1118/H1118/H1118We signed a global strategic cooperation framework agreement with Siemens.
2024 /H1118/H1118/H1118We delivered solid-state dry electrodes coating equipment featuring our
proprietary thermostatic system to a leading battery manufacturer in
Northeast Asia.
We reached an agreement with Ford, supplying key lithium-ion battery
intelligent equipment for their first EV battery factory in North America.
See “— Sales and Marketing and Customers — Our Customers” for the salient terms of
our strategic cooperation agreements with our customers. Simultaneously, in line with the
internationalization trend of Chinese new energy stakeholders, our strong integration with
leading domestic customers places us as their partner for overseas ventures, further reinforcing
our competitive advantages in international markets. For instance, we provided one customer
with a comprehensive suite of products and solutions for its facilities in North America and
Southeast Asia, including roll pressing and slitting equipment, stacking solutions, large and
small cylindrical battery assembly lines and formation and capacity testing. Additionally, we
supply various customers with intelligent equipment for their prismatic and large cylindrical
battery production lines in the United Kingdom and France.
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Our overseas business recorded strong financial performance during the Track Record
Period. Our revenue from overseas sales increased from RMB1,195.4 million in 2022 to
RMB2,241.6 million in 2023 and further increased to RMB2,831.3 million in 2024, accounting
for 8.6%, 13.6% and 24.0% of our total revenue for the respective years. Our revenue from
overseas sales remained relatively stable at RMB2,199.8 million in the nine months ended
September 30, 2024 and RMB2,015.3 million in the nine months ended September 30, 2025,
respectively, accounting for 24.3%, and 19.4% of our total revenue in the same periods,
respectively. In 2022, 2023 and 2024, our gross profit margin from overseas sales was 19.8%,
16.1% and 36.7% in the same years, respectively. In the nine months ended September 30, 2024
and 2025, our gross profit margin from overseas sales was 39.8% and 39.3% in the same
periods, respectively. As overseas revenue and the proportion of orders grow, we anticipate
further improvements in our overall gross profit margin.
The overseas market is projected to be a more stable growth opportunity in the future.
According to Frost & Sullivan, the market size for overseas lithium-ion battery intelligent
equipment will expand from RMB21.6 billion in 2024 to RMB61.5 billion in 2029,
representing a CAGR of 23.3%. Our efforts towards global expansion and our established
global presence will allow us to maintain competitive advantages in seizing overseas market
opportunities and fully capitalize on its growing market space.
Our development strategy across sectors empowers us to capture growth opportunities
across multiple industries while effectively mitigating the risks associated with cyclical
fluctuations in any single sector.
Our diversified, platform-based strategy leverages a scalable reserve of technologies to
pursue diverse growth opportunities across multiple industries. We have successfully
established a solid technological foundation based on our accumulated transferable and
replicable underlying technological core competencies, along with our synergistic strengths in
R&D, supply chain management and service delivery.
 Since our establishment, we have focused on the field of intelligent equipment and
accumulated substantial technological advantages in the foundational areas,
including high-speed automation, digital control and precision processing. These
technological advantages are transferable across industries. For example, the
coating, lamination, winding and other technologies employed in lithium-ion battery
intelligent equipment share commonalities with the high-precision transmission,
lamination and welding core technologies required in PV and 3C intelligent
equipment. This inherent interconnectivity enables us to efficiently address the
technological bottlenecks in intelligent equipment across different industries
effectively.
 We have established synergistic advantages across multiple business areas in R&D,
supply chain and service delivery. At the R&D level, we facilitate comprehensive
sharing of foundational, advanced and common technologies, implementing an
optimized allocation mechanism for technological resources across various sectors
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to ensure seamless technology transfer. Additionally, we have developed a robust
supply chain management framework that enables coordinated resource allocation
throughout all phases, including planning, procurement, production, quality
management and installation and commissioning, thus ensuring low-cost and highly
efficient product delivery across all business areas. Moreover, we have further
standardized our service approach and execution capabilities, establishing and
sharing standardized service resources to enhance the service experience for
customers across different industries.
Leveraging these advantages, we prioritize the lithium-ion battery sector as our core focus
while expanding our business to encompass the PV and hydrogen energy sectors. This strategic
approach enables us to achieve comprehensive coverage of the mainstream sectors within the
new energy industry, allowing us to fully benefit from the structural growth opportunities
presented by the new energy industry.
Furthermore, through the strong scalability provided by our platform-based strategy and
the extensive reach of the new energy industry, we have been replicating our technological
capabilities and experience across other sectors. We expanded our business footprint into
diverse fields, including 3C intelligent equipment, intelligent logistics equipment, automotive
intelligent production lines and laser precision processing.
This development strategy allows us to consistently identify and capitalize on growth
opportunities across multiple industries, thereby benefiting from a variety of growth
trajectories and enhance our capacity to mitigate the risks associated with cyclical fluctuations
in individual industries.
We hold industry-leading technological R&D and non-standard customization
capabilities and have forged strong partnerships with major customers, enabling us to
maintain a prominent position in the industrialization of advanced technologies.
Our advanced technological capabilities and strong R&D capacity are fundamental to our
market leadership. Over more than two decades of operation we have consistently focused on
the sector of intelligent equipment, committing ourselves to the meticulous enhancement of our
products. Through ongoing technological innovation, we have successfully accumulated and
mastered core foundational technologies across various dimensions, including automation,
intelligence, digitalization, software integration and precision processing. As of September 30,
2025, we have secured 3,336 registered patents including 533 invention patents, 2,703 utility
model patents and 100 design patents in China. Additionally, we also owned 306 software
copyrights in China as of September 30, 2025. These proprietary technologies serve as critical
safeguards for our sustained competitive edge in advanced manufacturing innovation.
We simultaneously leverage our robust and sustained R&D capabilities to ensure our
technological leadership. On a global scale, we have established a comprehensive and
competitive R&D platform, which includes our headquarters in Wuxi, as well as research and
technology centers in Shanghai, Zhuhai, Europe and the United States. Additionally, we have
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set up multiple national-level CNAS standard laboratories and provincial-level technology
centers, creating a verification standard platform for new products and processes across our
major business categories. We maintained substantial investment in R&D; during the Track
Record Period this reached RMB5.9 billion, accounting for 11.3% of total revenue. We also
continually expand the size and strength of our R&D team. As of September 30, 2025, the
proportion of R&D personnel among our total workforce was around 27.1%.
Our non-standard customization capability, beyond standardized manufacturing
processes, is a reflection of our technical strength and R&D prowess. During the Track Record
Period, almost all the manufacturing equipment and solutions we offer were uniquely
developed, tailored specifically to meet individual customer requirements and process
characteristics. Apart from our extensive and profound technical accumulation in the field of
intelligent equipment, this capability is sustained by our large and experienced team of R&D
employees. They possess a deep understanding and mastery of core processes and know-how
in diverse fields such as lithium-ion batteries, PV , 3C intelligent logistics, hydrogen energy and
automotive manufacturing. This enables them to precisely understand and swiftly respond to
customer needs throughout the entire process, efficiently addressing customer pain points with
targeted solutions. Additionally, we focus our R&D efforts on meeting customer needs by
adopting a modular R&D approach and building a flexible, complete R&D platform. Coupled
with our independently developed digital end-to-end R&D platform, we can develop
customized products and solutions with high efficiency and accuracy. We have also established
a flexible supply chain and quality management framework to ensure the high-quality, efficient
delivery of our non-standard customized products and solutions.
This focus has enabled us to establish and sustain a leading market position. Capitalizing
on our non-standard customization capability, we are able to maintain a customer-centric
approach, consistently delivering high quality products and services, we have gradually
established long-term, deep and strategic cooperation with leading customers across various
sectors. Our customer portfolio encompasses several market-leading and high-quality core
customers in those industries today.
Our deep integration with leading customers provides a stable and reliable order source,
enabling us to mitigate the negative impacts of cyclical fluctuations in the industry. For
instance, while overall capital investment in the lithium-ion battery sector has recently slowed
due to shifts in supply and demand, major manufacturers including CA TL, BYD, CALB,
Gotion and EVE Energy continue to expand aggressively, driven by their strong profitability
and high-capacity utilization rates. Our close collaborations with these customers allow us to
benefit from their robust demand, leading to incremental order realization. Furthermore, our
alignment with these industry leaders enhances our competitive advantage in the
industrialization of advanced technologies. This synchronicity between the development of
new technologies and process equipment enables us to actively engage in customers’ early
development stages, leveraging our combined expertise to co-develop solutions that advance
and apply new technologies. As a result, we remain at the forefront of industry advances,
allowing us to proactively establish a presence in emerging sectors while achieving scalable
product deliveries that unlock new growth opportunities.
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We have one of the most sustainable development models and been focusing on the
importance of fulfilling social responsibility.
We are dedicated to intelligent manufacturing innovation with the objective of facilitating
the green transformation of the value chain. Through our innovative products, we assist
customers with reducing pollution, energy consumption and carbon emissions, thereby
achieving energy efficiency throughout the entire process. Concurrently, we actively
collaborate with industry stakeholders to advance the global electrification agenda, exploring
initiatives in low-carbon PV production, green hydrogen commercialization and energy storage
optimization, while emphasizing the role of clean energy in promoting social sustainable
development.
We adhere steadfastly to the principles of “clean production and green development,”
integrating sustainable practices and the principle of minimizing carbon footprints into our
daily operations. Our ESG Management Committee has been established to develop a
comprehensive, department-supported sustainable development framework that fosters our
enduring growth and reinforces our commitment to social responsibility. We implement a
top-down governance structure for climate action to enhance the quality of carbon emission
management and disclosure, drive operational emissions reductions and promote the
digitization, efficiency, electrification and cleanliness of our energy consumption. Investments
in intelligent energy-saving monitoring systems enable us to progressively reduce energy
consumption per unit. Additionally, we maintain strict controls on wastewater and exhaust
emissions, engage qualified contractors for the recycling and safe disposal of solid waste and
employ effective noise reduction measures. We pledged to reach peak carbon emissions by the
end of 2030, with aspirations to achieve carbon neutrality by the end of 2035 at our core
operational level, thereby fully honoring our environmental responsibilities.
Moreover, we actively participate in social responsibility initiatives, guided by the
principles of “integrity, harmony and green development,” focusing on support for various
social welfare efforts. In January 2024, we passed the review by the United Nations Global
Compact (“ UNGC ”) and became a member UNGC, committing to support the ten principles
related to human rights, labor, environment protection and anti-corruption, further promoting
our sustainable development objective. In February 2025, following deliberations with the
Wuxi Xinwu District Charity Federation, we resolved to donate RMB30 million to establish the
Lead Welfare Fund. This fund is intended to support initiatives in research, education, rural
revitalization and environmental sustainability. Through these endeavors, we not only set a
benchmark for green development within the industry but also consistently advance the dual
objectives of sustainable development and corporate social responsibility.
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We are distinguished by an experienced management team and a sustainable talent
incentive system.
Our management team has consistently exhibited exceptional strategic vision and
decision-making capabilities throughout our evolution, fostering sustained growth and
establishing our leadership position within the industry. Our Chairman, Mr. Wang Y anqing,
brings over 20 years of professional experience, characterized by a wealth of successful
endeavors and unique insights in strategic formulation and critical decision making. At pivotal
junctures in our development, his acute perspective has been instrumental in advancing our
development approach and international expansion, thereby solidifying our advantageous
market position.
The other members of our executive team also hail from the industrial sector and possess
extensive front-line operational experience. Our management team has a profound
understanding of industry trends, particularly in the realms of sustainable development,
environmental protection and corporate social responsibility, positioning them as key drivers
of innovation and breakthroughs in these essential areas. Leveraging these strengths, we have
achieved a competitive advantage in the new energy industry and are continually consolidating
and expanding our market share.
Simultaneously, we have instituted a sustainable talent incentive system and enhanced the
stability and execution capabilities of our core management team through a streamlined and
digitalized management structure. As a global enterprise, we prioritize attracting and
cultivating a global workforce by providing career development support, which includes skill
enhancement training, opportunities for international exchange and collaboration, as well as
overseas assignments. Our comprehensive and flexible compensation and benefits policies
further reinforce this approach. As a result, we have received accolades such as the “2021
China Annual Most Promising Employer,” “2024 China Top 100 Employers,” and the “2024
LinkedIn Globalization Employer Newcomer Award,” underscoring our commitment to the
mission of “advancing employee welfare.” These initiatives not only fortify our talent
foundation for global operations and dynamic growth but also ensure we maintain a leading
position in an increasingly competitive market.
OUR STRATEGIES
We will accelerate our internationalization efforts, continue to build our global operating
capabilities and maintain a competitive advantage in the exploration of overseas markets.
We plan to initially develop the infrastructure in key overseas market regions to establish
a global capability for “global sales, global delivery and global service.” We plan to allocate
a portion of the Proceeds of this Offering to expand our R&D, sales and service network in
Europe, Asia Pacific and North America regions, thereby improving our market presence
globally. See “Future Plans and Use of Proceeds” for further details. We will also prioritize the
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recruitment and training of talent in international markets, as well as the development of a
robust local service network. We believe that a skilled workforce tailored to the needs of
overseas markets will significantly expedite our internationalization process.
In parallel, we will capitalize on our strong relationships with leading customers to
closely monitor their global expansion plan and continuously provide comprehensive,
end-to-end rapid response services to provide effective support through our global capabilities.
We aim to align with the overseas expansion strategies of prominent domestic lithium-ion
battery and PV companies to further enhance our share of international orders. Furthermore, we
will leverage our strengths in our global R&D, as well as sales and after-sales support systems,
to provide optimal capacity expansion solutions to overseas customers. This approach is
intended to facilitate engagement with more high-quality international customers and secure
additional orders.
We will actively expand our presence in emerging markets overseas by exploring new
growth opportunities and identifying substantial growth potential.
We are dedicated to cultivating a more diversified growth trajectory.
We will leverage our synergistic advantages across diverse business segments to
comprehensively enhance the profitability of each business segment. To accomplish this
objective, we will initially focus on the replication and application of our advanced technical
solutions and process expertise across different business areas, thereby elevating the overall
capabilities and solution delivery for each business segment. Additionally, we will continue to
reinforce our platform-based initiatives in R&D, supply chain management and service
delivery, optimizing the allocation of internal resources to facilitate cost-effective and
large-scale production across all business units. Concurrently, we will actively promote the
integration and sharing of high-quality customer to fully harness the growth potential of each
business segment.
We will continually explore and assess the needs of potential customers while closely
monitoring product portfolios and business areas with high growth potential. By leveraging the
scalability of our platform-based framework, we aim to expand into sectors with which we
have not yet engaged.
We will enhance our R&D capabilities on a global scale to maintain our technological
leadership, continually leading the exploration and industrialization of advanced
technologies.
We will increase our R&D investments on a global scale to continually enhance our R&D
framework tailored for international markets. Additionally, we intend to establish our R&D
infrastructure in key overseas markets, including North America and Southeast Asia, to create
a cohesive global R&D system alongside our headquarters in Wuxi and Europe.
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Leveraging our technological leadership, we will continue to deepen our collaboration
with leading downstream customers. Our strategy includes establishing close collaborations
with additional high-quality customers across various sectors by providing competitive
products and solutions, and comprehensive services, while simultaneously strengthening our
relationships with existing key customers to ensure a more stable and sustainable order flow.
Leveraging our existing relations with key customers, we will continue to engage in the
early-stage R&D activities of our customers, enabling the co-development of key technologies.
The collaborative approach described below will help us sustain our leadership position in
accessing and exploring advanced technologies while consistently driving breakthroughs in the
industrialization of innovative solutions:
 We intend to prioritize the solid-state battery field. Leveraging our technological
expertise, the strategic advantages gained from partnerships with leading customers,
and our capability to implement process solutions to drive breakthroughs in critical
technological bottlenecks during the industrialization process. This will enable us to
capitalize on the commercial opportunities arising from these advances.
Simultaneously, we will extend our focus to emerging technologies such as
composite electrolytes and sodium-ion batteries, employing a forward-looking
approach to lead advances in industrialization and fully capture the new market
potential presented by these cutting-edge battery technologies.
 We intend to continue deepening our leadership in the field of xBC technologies.
Through innovative process solutions and the empowerment of intelligent
manufacturing, we will continually optimize the production capacity efficiency and
precision control in the manufacturing of BC cells and modules, thereby reducing
the cost per kilowatt-hour. We will also maintain our focus on the perovskite
technology by developing and providing more groundbreaking process technologies
and intelligent manufacturing solutions, thereby leading the industrialization of
perovskite technology.
 We plan to further capitalize on the growth trends in the hydrogen energy sector by
actively allocating resources and providing innovative process solutions and
equipment support for green hydrogen production, fuel cell manufacturing and
battery testing, so as to facilitate the large-scale manufacturing and commercial
adoption of hydrogen energy.
We will continue to focus on our business digital transformation, improving operation,
manufacturing and R&D management capabilities to optimize costs while ensuring
quality.
We aim to achieve business growth through data-driven innovations in enhancing
manufacturing quality and efficiency. We will further integrate advanced technologies into our
daily operations to manage R&D, procurement, production, sales and financial operations
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through our information technology platform, establishing a comprehensive digital platform
based on information management software and a lean operational system that is tailored to the
non-standard equipment industry, covering the entire value chain as following:
 In the R&D, we will further upgrade our digital R&D platform (Dassault
3DE/Catia), to integrate design, simulation and manufacturing processes in
facilitating cross-team collaboration, electromechanical integration, and product life
cycle management. This will enhance the efficiency and effectiveness of R&D while
reducing the impact of human errors and effectively boosting R&D efficiency.
 In operation management, we will further promote centralized management of
customer data and interaction processes in gaining a comprehensive view of
customer preferences, behaviors, and feedback in creating more personalized and
effective sales strategies, as tailored approaches can better meet the specific needs
of different customer segments. We will further enhance our supply chain
integration platform (SRM/APS) in achieving dynamic optimization of resource
allocation and schedule planning and enhancing supply chain agility, cost control
and delivery reliability.
 In the production, we will continuously refine our quality control system tailored to
the non-standard equipment industry based on Total Quality Management (TQM)
and Lean Continuous Process Improvement (LCPA). We will also restructure our
MES to achieve transparency in the production process.
We are committed to implementing a sustainable development strategy that integrates the
principle of minimizing carbon footprints throughout the entire product life cycle.
We are firmly committed to integrating the principle of minimizing carbon footprints
throughout the entire product life cycle. By evaluating our objectives to minimize carbon
footprints from the perspective of the product life cycle, we will explore and optimize
energy-saving and consumption-reducing measures across design, production and logistics
with the aim of achieving greener energy usage. Additionally, we will advance the development
of digital and intelligent factories while establishing green supply chain standards to
effectively leverage technological solutions for managing manufacturing emissions, thus
ensuring thorough control of the carbon footprint at every stage.
We will continue to offer sustainable intelligent manufacturing solutions to our global
customers, supporting them in achieving their sustainability goals. We will also deepen
collaboration with more upstream and downstream partners along the industrial chain, utilizing
our intelligent manufacturing capabilities to drive industry upgrades and facilitate the global
energy transition, ultimately aspiring to create a greener and more sustainable energy system.
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OUR PRINCIPAL PRODUCTS AND SOLUTIONS
Overview
We design and supply advanced intelligent equipment to address our customers’
customized manufacturing needs. We offer products solutions along a continuum ranging from
standalone equipment to turnkey solutions across our business segments, including lithium-ion
battery intelligent equipment, PV intelligent equipment, 3C intelligent equipment, intelligent
logistics equipment and others. Differentiating from traditional and regular manufacturing
equipment providers, we place great emphasis on digital and intelligent transformation in the
entire manufacturing process and developed a comprehensive suite of intelligent software
solutions specifically to facilitate such transformation, featuring industrial control AIoT
software, data management and deep learning platforms utilizing data-driven algorithms to
promote fully automated production processes and optimize manufacturing equipment
management and manufacturing efficiency. Our profound expertise in industrial control
software technology and development enables us to continuously optimizing our equipment
performance. Leveraging our accumulated transferable and replicable technological
advantages, as well as synergies in R&D, supply chain and service sectors, we have developed
a diversified platform for developing various products across a range of manufacturing
industries.
We are among the first Chinese new energy intelligent equipment providers to achieve
global expansion and among the first Chinese lithium-ion battery intelligent equipment
providers to establish a R&D, sales and service center in Europe. Our products and solutions
have been delivered and sold in over 20 countries and regions, including Germany, France,
Sweden, UK, Hungary and etc.
The following table sets out a breakdown of our revenue by principal business segments,
with each expressed as a percentage of total revenue from our principal businesses for the
years/periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in millions, except for percentages)
(Unaudited)
Lithium-ion battery
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,944 71.8 12,642 76.8 7,689 65.3 6,268 69.5 6,949 66.8
PV intelligent equipment /H1118/H1118/H1118463 3.3 1,028 6.2 867 7.4 564 6.2 965 9.3
3C intelligent equipment /H1118/H1118/H1118606 4.4 698 4.2 689 5.9 373 4.1 135 1.3
Intelligent logistics
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,695 12.3 1,431 8.7 1,867 15.8 1,504 16.6 921 8.9
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,128 8.2 684 4.1 661 5.6 329 3.6 1,418 13.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,836 100.0 16,483 100.0 11,773 100.0 9,038 100.0 10,388 100.0
Note:
(1) Other business includes hydrogen energy equipment, automotive intelligent production line, laser precision
processing equipment and other products and services.
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Lithium-Ion Battery Intelligent Equipment
Overview
We, with a market share of 19.0% in China and 15.5% globally in terms of revenue in
2024, are the world’s largest lithium-ion battery intelligent equipment provider, according to
Frost & Sullivan. We are a lithium-ion battery turnkey solution provider with fully independent
intellectual property rights encompassing all key manufacturing equipment, delivering over
145 turnkey solutions globally as of September 30, 2025. Additionally, we delivered the
world’s first automotive-grade all-solid-state turnkey solution, gaining competitive advantages
in advanced technology. During the Track Record Period, we supplied a full range of
lithium-ion battery intelligent equipment to globally well-known automotive manufacturers
and lithium-ion battery companies, including CA TL, Tesla, V olkswagen, BMW, Mercedes,
Toyota, Ford, LG Energy, SK On, Panasonic, A TL, CALB, EVE Energy, Gotion, AESC,
Sunwoda, SVOLT, BYD, ACC and Ampace.
We possess core technologies for producing various types of EV , energy storage and 3C
lithium-ion battery cells, including a full line of standalone equipment and turnkey solutions
for processes such as pulping, coating, calendaring, die-cutting, winding and stacking,
assembling, as well as formation and testing. Our key equipment also hold industry-leading
competitiveness and market shares. In 2024, each of our winding machines and stacking
machines accounted for over 55% of global market share in terms of shipment volume. Besides
intelligent equipment, we also provide turnkey solutions, featuring our intelligent equipment,
to various customers around the world, serving the entire life cycle of lithium-ion battery
production. Combined with our MES, our lithium-ion battery intelligent equipment can assist
lithium-ion battery manufacturers in improving their production efficiency, level of automation
and product quality while lowering their cost of production and preventing equipment defaults.
Among the honorary commendations given by many of our customers, we have won, among
others, the “2022 Excellent Supplier Award” and the “2024 Quality Excellence Award” from
CA TL, the “2022 Excellent Supplier Award” and the “2023 and 2024 Quality Excellence
Award” from EVE Energy and the “2023 and 2024 Excellence Innovation Award” from Gotion
in recognition of the premium quality of our products and solutions.
In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, the
revenue from our lithium-ion battery intelligent equipment segment was RMB9,944.4 million,
RMB12,641.8 million, RMB7,688.5 million, RMB6,268.4 million and RMB6,949.0 million,
respectively, which accounted for 71.8%, 76.8%, 65.3%, 69.5% and 66.8% of total revenue
from our principal businesses, respectively.
Product and Solution Offerings
We provide intelligent equipment and turnkey solutions covering various battery types
such as prismatic batteries, cylindrical batteries, pouch batteries, blade batteries and solid-state
batteries. The manufactured batteries are primarily used in EVs, with secondary applications
in energy storage, 3C electronics, and other fields. Our lithium-ion battery intelligent
equipment can be divided based on their application in the front-, middle- and back-end of the
manufacturing processes of lithium-ion batteries.
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The following are brief descriptions of the manufacturing processes of lithium-ion
batteries and the respective intelligent equipment we offer.
Front-end : This mainly includes manufacturing cathode and anode materials/membranes
and electrode sheets. The equipment we offer for the front-end of the manufacturing process
mainly includes slurry mixing equipment, coating equipment, rolling equipment, electrode
sheet slitting equipment and electrode sheet die-cutting equipment. We also provide dry and
wet electrode preparation equipment for the next generation of solid-state and other new
batteries, including dry film composite coating equipment, wet electrode equipment, shear
mixing equipment, lithium metal copper-lithium membrane double-sided composite and hot
melt composite equipment, solid electrolyte membrane preparation equipment, including
electrolyte slurry coating and electrolyte membrane coating transfer equipment and equipment
for other key processes.
Middle-end : This mainly includes the assembly of lithium-ion battery cells. The
equipment we offer for the middle-end of the manufacturing process mainly includes various
types of winding equipment, slitting and stacking equipment and
cylindrical/prismatic/pouch/blade assembly lines equipment. We have also developed new
process equipment, such as integrated slitting and stacking equipment, solid-state battery
assembly line equipment, industrial CT and other new electrode sheet and cell inspection
equipment for next-generation solid-state and other new batteries.
Back-end : This mainly includes the formation, aging and testing processes of
manufacturing the lithium-ion batteries. The equipment we offer for the back-end of the
manufacturing process mainly includes formation equipment, aging equipment and test
assembly equipment.
The chart below sets out some of our lithium-ion battery intelligent equipment:
Mixing
Front-end
process
Middle-end
process
Back-end
process
Coating Calendering Slitting Tab notching
Welding Electrolyte injection Packing
Winding
Stacking
Module & PACKFormation and Aging
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The following table sets out certain features of our major lithium-ion battery intelligent equipment and turnkey solutions:
Products and Solutions Key Features Application Scenario
Lithium-ion battery intelligent
turnkey solution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The lithium-ion battery intelligent manufacturing production line
solutions cover the manufacturing of prismatic, cylindrical, pouch and
blade lithium-ion batteries, which are commonly used in EVs, 3C digital
products and energy storage products. They encompass the entire
manufacturing process, including battery cell manufacturing, battery
assembly, battery testing, module and PACK assembly and intelligent
logistics equipment.
Front-, middle- and back-
end processes
All-solid-state turnkey solution /H1118/H1118/H1118/H1118/H1118The all-solid-state turnkey solution optimizes the manufacturing process
for all-solid-state batteries, encompassing essential equipment for the
preparation of all-solid-state electrodes, electrolyte membrane
fabrication, composite machinery, bare cell assembly, densification
apparatus and high-pressure formation and aging units. By employing
advanced techniques such as dry electrodes and integrated design, it is
designed to reduce procedural steps compared to traditional methods,
thereby enhancing efficiency, ensuring high-quality output and
decreasing labor and investment costs.
Front-, middle- and back-
end processes
Composite current collector
intelligent manufacturing solution /H1118/H1118
The composite current collector intelligent manufacturing solution
integrates the method of “magnetron sputtering and water
electroplating” to improve foil production, maximize raw material use
and enhance equipment performance.
Front-end process
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Products and Solutions Key Features Application Scenario
Z-shaped slitting and stacking
machine /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The Z-shaped slitting and stacking machine integrates advanced
mechanical and structural innovations to greatly reduce production time
and ensure exceptional accuracy. It is designed to achieve a battery
offline auxiliary time of five seconds and maintains overall battery
alignment precision within ±0.2 mm for “Z” type stacks, with an
operating efficiency at 0.116s per piece at the chip limit, the machine
also utilizes digital intelligent monitoring techniques, enhancing the
overall yield rate and utilization rate.
Middle-end process
Large-width extrusion coating
machine /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The large width-extrusion coating machine features advanced coating
technology that exceeds industry standards for precision and operational
stability. It maintains surface density fluctuations within ±1.0% and
incorporates an intelligent management system that boosts operational
stability, ensuring a high yield rate. This innovative design increases
production efficiency compared to traditional width coating machines.
Front-end process
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Case Study — Customer X
Background
Under the influence of global trends of carbon neutrality and electrification and energy
transition, a well-known luxury automotive manufacturer based in Germany (“ Customer X ”)
made a C6 billion investment plan in the development of pure electric and hybrid vehicles as
well as battery technology between 2018 and 2022, adhering to its commitment to achieve full
electrification by 2030. In the latter half of 2023, it decided to adopt all-tab cylindrical battery
technology as the main EV battery technological pathway for its future luxury EV models. The
manufacturing of all-tab cylindrical batteries involves navigating several key challenges,
including the complexity of design requiring precise tab alignment, effective heat management
and meticulous handling of diverse materials to prevent contamination. Striking a balance
between cost-effective production and stringent performance standards is crucial, as is
ensuring consistent quality control across all cells. Additionally, developing scalable
manufacturing processes to meet growing demand without sacrificing quality and integrating
the all-tab design into existing frameworks require innovative adjustments to equipment and
processes.
Solution
In November 2024, we delivered Europe’s first all-tab cylindrical battery production line
to Customer X. Our advanced production line incorporates numerous process innovations,
including the following: (i) a magnetic levitation conveyor line, designed for rapid
transportation and precise positioning, effectively addresses dust issues caused by friction
during transit; (ii) cell sealing detection technology, utilizing a mass spectrometer to directly
identify organic gases from defective cells, ensures superior detection performance and reduces
operating costs and (iii) laser cleaning in the all-tab cell process reduces welding defect rates.
Additionally, our high-speed detection system, powered by automated visual inspection,
ensures real-time, comprehensive inspection of battery cells during production, effectively
identifying potential risks such as tab overhang, tab folding and process burrs. Our battery cup
structure combined with RFID code reading technology ensures full-process traceability for
individual battery cells in order to achieve a code reading NG rate of less than 0.005%, a
reduction of over 50% compared to conventional solutions. These innovative technologies not
only address the technical complexities of manufacturing all-tab cylindrical battery cells but
also enable scalable and cost-efficient production, enhancing Customer X’s manufacturing
efficiency and quality control.
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PV Intelligent Equipment
Overview
Since 2009, we have been dedicated to the R&D of innovative processes and equipment
for PV modules and cells manufacturing for over a decade and mastered core technologies in
areas such as PV module stringers, xBC stringers and comprehensive PV cell production
equipment, including wet process main equipment and screen printing/sintering machines. We
have established strong collaborations with prominent enterprises in the PV industry. In 2024,
we secured a substantial number of GW-level orders in PV module intelligent equipment and
PV cell turnkey solutions.
Our 0BB stringers represent one of the industry’s first high-efficiency 0BB stringer for
mass production according to Frost & Sullivan, demonstrating our technological
advancements. In the domain of PV cell technology, we developed the industry’s premier
GW-level TOPCon digital solution, leading the sector with a high conversion efficiency
exceeding 26.5% for the entire production line. Additionally, we are extensively involved in
providing PV cell turnkey solutions for TOPCon, HJT, xBC and perovskite technologies,
consistently advancing next-generation technological pathways. We have made substantial
investments and have successfully achieved GW-level turnkey solutions or standalone key
equipment deliveries in these areas. According to Frost & Sullivan, our xBC high-speed
stringer shipment volume ranks first among global PV intelligent equipment providers. As the
leading provider in the industry, we promote the advancement of xBC battery process
technology.
Moreover, we have been strategically, promoting integrated PV and energy storage system
platforms, as well as integrated PV , hydrogen and energy storage system platforms.
In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, the
revenue from our PV intelligent equipment segment was RMB463.5 million, RMB1,028.3
million, RMB867.0 million, RMB564.4 million and RMB964.3 million, respectively, which
accounted for 3.3%, 6.2%, 7.4%, 6.2% and 9.3% of total revenue from our principal
businesses, respectively.
Product and Solution Offerings
We provide intelligent manufacturing products and turnkey solutions for manufacturers in
the PV industry who focus on the development and production of PV cells and modules. We
offer products and solutions along a continuum, ranging from standalone equipment to turnkey
solutions. Our main products and turnkey solutions can be divided based on PV products,
which mainly include:
PV cell manufacturing : This includes texturing, alkali polishing, cleaning, BSG removal,
PSG removal and other wet-processing equipment, screen printing, sintering/testing and
sorting process equipment, as well as automated cell manufacturing equipment used in
TOPCon, HJT, xBC and other fields.
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PV module manufacturing : This includes MBB high-speed string welding equipment,
shingled welding equipment, busbar welding equipment, IBC string connection equipment and
other production line solutions.
The chart below sets out some of our PV intelligent equipment:
ModuleCell
Ultra-high-speed string
welding equipment
High-speed laser
scribing equipment
Screen printing and
stacking welding equipment
Semi busbar
welding equipment
Monocrystalline texturing
cleaning equipment
BSG removal and alkali polishing
etching cleaning equipment
Screen printing/sintering
equipment
Testing and sorting
process equipment
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The following table sets out certain features of our major PV intelligent equipment and turnkey solutions:
Products and Solutions Key Features
Application
Scenario
Scribing and welding integrated machine /H1118/H1118/H1118/H1118/H1118/H1118The scribing and welding integrated machine leverages advanced
technologies including a dual-mover interactive linear motor module and
wire drawing welding technology, achieving a production capacity of over
12,000 half-cells per hour. It ensures high reliability and superior welding
quality through its connecting rod flattening process and full-plate
welding. Compatible with 5-24BB main grid SMBB/0BB/TOPCon/HJT
cell types, it accommodates cell sizes ranging from 156 mm to 230 mm,
while maintaining a design that is simple, durable and easy to maintain.
PV cells
0BB busbar-free welding machine /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The 0BB busbar-free welding machine enables the series connection of PV
cells by applying adhesive on both sides of the PV cells at different
positions of the solder ribbon, facilitating battery string formation after
adhesive curing. This innovative design eliminates the need for traditional
busbars and printing processes. Furthermore, the micro-flux process
utilizes contact high-temperature welding, resulting in fewer consumable
parts and reduced maintenance costs.
PV modules
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Products and Solutions Key Features
Application
Scenario
xBC string welding machine /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The xBC string welding machine is designed to produce both P-type and
N-type BC cells with single-sided welding for complete cell strings. It
incorporates advanced anti-warping technology to tackle the warping
issues commonly faced in the mass production of BC cells. Operating at
speeds exceeding 6,800 half-cells per hour and maintaining a
fragmentation rate within 0.2%, this machine significantly boosts the
development and industrial-scale production of xBC cells, leading to cost
reductions and enhanced efficiency in the industry.
PV modules
PV high-efficiency TOPCon cell turnkey
solution /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
The PV high-efficiency TOPCon cell production line solution delivers a
comprehensive approach to PV cell manufacturing. It utilizes automatic
transmission lines and process stacks to enable fully automatic loading and
unloading of equipment, along with seamless material transmission
between processes and production process traceability. Additionally, the
integrated MES facilitates online quality inspections, real-time data
collection and information integration, supporting efficient, stable and
continuous production, which significantly enhances overall production
efficiency.
PV cells
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3C Intelligent Equipment and Solutions
Overview
Our extensive experience in precision machining and automated visual inspection
technology has been instrumental in developing intelligent manufacturing solutions, which
have paved the way for our expansion into the 3C sectors. We provide intelligent solutions for
the manufacturing and testing of various 3C products. Our advantages in the 3C intelligent
equipment segment lie within advanced technologies, such as real-time 3D stereo vision,
micron-level high-precision motion control, sub-pixel image processing and automated visual
inspection defect detection, five-axis high-speed dispensing, high-flow sealing, imaging
testing, electrical testing, reliability testing and 3D assembly, which can be applied to various
fields such as consumer electronics, automotive electronics, semiconductor, precision sensing
and other industrial intelligence fields.
We have been adopting intelligent and digital production, responding to industrial change
and the customized needs of global customers. By integrating five-axis precision fluid
technology and integrated testing technology, we have established full-scenario applications
and empower industry innovation and breakthroughs, continuously providing customers with
comprehensive solutions for molding, inspection and assembly, and have formed close
relations with multiple leading customers in the industry.
In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, the
revenue from our 3C intelligent equipment segment was RMB605.8 million, RMB698.5
million, RMB688.8 million, RMB373.1 million and RMB135.0 million, respectively, which
accounted for 4.4%, 4.2%, 5.9%, 4.1% and 1.3% of total revenue from our principal
businesses, respectively.
Product and Solution Offerings
Our main products and one-stop solutions include automotive electronics intelligent
equipment and consumer electronics intelligent equipment. The chart below sets out our main
3C intelligent equipment;
AI
3D+Automated
Visual Inspection
Universal Full Dimension
3D Metrology
Full Defect inspection
3D Guided Assembly
5-axis High-speed Dispensing
3D Ink Jetting
High V olume Potting
Electric Test
Image Test
EOL Test
Precision Fluid Integrated Test
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Intelligent Logistics Equipment
Overview
Leveraging on our profound understanding of the business operations of our lithium-ion
battery customers through years of extensive collaborations, we are entrusted to develop
intelligent logistics equipment in further enhancing their operation efficiency and reducing
cost. Our intelligent logistics equipment initially developed for lithium-ion battery
manufacturers cover logistics and the management of upstream raw material warehouses,
workshop electrode warehouses, cell warehouses and finished product warehouses. We
gradually built up strong management capabilities in terms of complex logistics and warehouse
management from the lithium-ion battery industry and then transferred our capabilities to PV
and other manufacturing industries.
Our holistic approach helps our customers enhance their operational efficiency and
inventory accuracy, providing a reliable platform for achieving visual, real-time and flexible
logistics management. Leveraging our comprehensive suite of intelligent software solutions,
our intelligent logistics equipment delivers solutions through the integration of hardware and
software. They are embedded with manufacturing software such as MES, supporting customers
in achieving “flexible manufacturing” and “smart manufacturing,” reducing overall labor costs
and increasing the automation rate, which led to easier management decision-making and lower
solution deployment costs. Our intelligent logistics equipment segment’s key customers
include well-known lithium-ion battery manufacturers and automotive manufacturers around
the world, including V olkswagen, BMW, CA TL, CALB, EVE Energy, AESC, Sunwoda and
Tongwei Group. For additional information on our customers, see “— Sales and Marketing and
Customers — Our Customers.” According to Frost & Sullivan, our market share in the
intelligent logistics equipment market for the lithium-ion battery field globally was 33.5% in
2024 in terms of revenue, making us the largest supplier of lithium-ion battery intelligent
logistics equipment in China.
In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, the
revenue from our intelligent logistics equipment segment was RMB1,694.5 million,
RMB1,431.0 million, RMB1,867.3 million, RMB1,503.8 million and RMB921.0 million,
respectively, which accounted for 12.3%, 8.7%, 15.8%, 16.6% and 8.9% of total revenue from
our principal businesses, respectively.
Product Offerings
Our main products include shuttle vehicles, stackers, conveyor belts, automated storage
and retrieval systems and other intelligent logistics equipment, as well as logistics information
management platforms, intelligent manufacturing execution systems, intelligent warehouse
management systems, intelligent warehouse scheduling systems, logistics data acquisition and
monitoring systems and other intelligent factory software systems.
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The chart below sets out our major intelligent logistics equipment product offerings.
Logistic System Layout
Logistic Process Design
Equipment R&D
Quality Assurance
Manufacture
Project Management
Control System and Logistic Software
Integration
Others
Automotive Intelligent Production Line
Leveraging our comprehensive expertise in battery pack assembly and manufacturing
processes, we are progressively expanding into the field of intelligent manufacturing for EVs.
We provide intelligent production lines for EV manufacturers. Our offerings cover all EV
battery module assembly lines, which can be adapted for prismatic, cylindrical, pouch, blade
and other battery types; EV battery pack production lines, including traditional PACK, CTP ,
CTC and other types; electric drive production lines, including stator wire, rotor wire,
combination wire and test wire, EV battery charging and discharging test solutions, as well as
intelligent equipment for automotive assembly. We have established co-operations with leading
global automotive manufacturers, in the world such as BMW, Mercedes, Toyota, V olkswagen,
SAIC and Xpeng, and delivered many safe, reliable and highly automated production lines
(with the module automation rate reaching a maximum of over 95%, the PACK automation rate
reaching a maximum of over 50% and the average automation rate of the overall electric drive
solution from stator and rotor subassembly to electric drive finished product off-line reaching
a maximum of over 85%).
Hydrogen Energy Equipment
As a hydrogen energy equipment enterprise, we are committed to promoting hydrogen
fuel cell industrialization. Since our initial engagement in the hydrogen energy sector in 2018,
we’ve built a strong R&D team to offer integrated solutions for manufacturing of electrolyzer
used in hydrogen production, fuel cell production lines and test platforms. In 2023, we
innovated several hydrogen production devices, including MEA making equipment that
uniquely addresses catalyst decal uniformity and packaging bubbles during hydrogen
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production. We have successfully delivered a self-developed 2000MW PEM electrolyzer stack
turnkey solution to a Fortune Global 500 client that stands as the single largest overseas order
ever undertaken by a Chinese company in the hydrogen energy equipment sector in 2024,
according to Frost & Sullivan.
Through the accumulation of core technologies and breakthroughs in key processes, our
product offerings cover MEA preparation, BPP production, PEM preparation, GDL
preparation, stack high-precision automated assembly, system assembly and STACK/SYSTEM
activation, electrolyzer manufacturing and testing equipment and other standalone equipment
and turnkey solutions.
Laser Precision Processing Equipment
Leveraging our industry knowledge and market influence in various segments, including
lithium-ion battery, PV , 3C and automotive, we provide our customers with laser fine and
micro-processing and measurement solutions. Our laser precision processing equipment covers
laser notching, laser welding, laser marking, laser etching, laser drilling and other standalone
equipment and production lines.
OUR MANUFACTURING FACILITIES AND PROCESSES
Manufacturing Facilities
We strategically locate our manufacturing facilities in areas with developed supply chain
support. As of the Latest Practicable Date, we have seven major manufacturing facilities in the
PRC. The following table sets out certain information relating to our major manufacturing
facilities as of September 30, 2025:
Facility (Location)
Approximate
GFA Key Functions Key Products Leased/Owned
(m2)
Wuxi No. 1 Factory
Xinwu District,
Wuxi, China /H1118/H1118/H1118/H1118/H1118
25,350 manufacturing,
storage
PV intelligent
equipment,
automotive
intelligent
production line
owned
Wuxi No. 2 Factory
Xinwu District,
Wuxi, China /H1118/H1118/H1118/H1118/H1118
114,127 manufacturing,
storage
lithium-ion battery
intelligent
equipment
owned
Huanan Intelligent
Equipment
Industrial Park
Jinwang District,
Zhuhai, China /H1118/H1118/H1118
128,478 manufacturing lithium-ion battery
intelligent
equipment and
intelligent
logistics
equipment
owned
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Facility (Location)
Approximate
GFA Key Functions Key Products Leased/Owned
(m2)
Zhuhai Hongwan
Factory
Xiangzhou
District, Zhuhai,
China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
56,883 manufacturing lithium-ion battery
intelligent
equipment
owned
Wuxi No. 3 Factory
Phase I, Xinwu
District, Wuxi,
China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
241,357 manufacturing,
storage
intelligent logistics
equipment, laser
precision
processing
equipment,
lithium-ion
battery
intelligent
equipment,
hydrogen energy
equipment
leased
Wuxi No. 3 Factory
Phase II, Xinwu
District, Wuxi,
China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
178,201 manufacturing,
storage
lithium-ion battery
intelligent
equipment
owned
Wuxi No. 3 Factory
Phase V , Xinwu
District, Wuxi,
China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
90,676 manufacturing lithium-ion battery
intelligent
equipment
leased
Our equipment manufacturing processes are complex, involving numerous types and
models of equipment. Different product models vary significantly in material consumption,
production time and equipment usage. Furthermore, our products are highly customized;
equipment adjustments are made based on downstream customers’ specifications for product
formulae, manufacturing processes and design capacity. Driven by evolving market demands
and technological advancements, our product and solution offerings have diversified and
become increasingly segmented in recent years. Therefore, it’s impossible to use any single
product or model to represent our overall production capacity.
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The following table sets out the production data of our principal business segments for the
years/periods indicated:
Y ear ended December 31, Nine months ended
September 30,
20252022 2023 2024
Business segment
Units
Produced (1)
Units
Produced (1)
Units
Produced (1)
Units
Produced (1)
Lithium-ion battery
intelligent equipment /H1118/H1118/H1118/H11187,476 5,794 2,871 6,096
PV intelligent equipment /H1118/H1118 499 2,632 498 47
Intelligent logistics
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,079 1,766 1,247 726
Other products (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,482 1,211 1,460 760
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,536 11,403 6,076 7,629
Notes:
(1) All of our products and solutions are only produced after we receive a customer order. The units
produced are counted on an order basis. For instance, each of our turnkey solutions contains multiple
equipment but only counts as one unit produced.
(2) Other products include 3C intelligent equipment, hydrogen energy equipment, automotive intelligent
production line and laser precision processing equipment.
Manufacturing Process and Planning
Most of our products and solutions are made to order and cater to the different needs of
our customers. We operate in the engineering-to-order (ETO) industry, where the production
process is organized and implemented based on specific customer order requirements. After a
sales contract is signed, our manufacturing department and R&D department will jointly
formulate a manufacturing plan based on the specifications in the contract. We do not
immediately enter the manufacturing planning stage but instead formulate a project plan from
a project perspective, aiming at customer delivery, and organize resources for preparation and
implementation accordingly. First, our R&D department will design the product’s three-
dimensional structure, including 3D modeling and drawing designs according to the technical
requirements of the customer. This is followed by the decomposition of industrial drawings and
the final completion of work instructions. Our procurement department will then procure the
raw materials and components from qualified suppliers and deliver them to the manufacturing
facilities to be processed, assembled, tested and shipped to customers on time.
Our manufacturing R&D process is tightly connected with our delivery process, with the
entire manufacturing cycle taking between 90 and 120 days per project. The manufacturing
R&D and design takes approximately 30 to 35 days depending on the model, procurement takes
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between 25 and 30 days and assembly and commissioning take between 35 and 55 days per
project. For mature models, the production cycle is generally faster, while new models, due to
higher manufacturing R&D and commissioning requirements, have a relatively longer cycle.
To control manufacturing costs, we consciously promote the mixed usage of both
standardized components and non-standard components. We have strategically increased the
manufacturing of standardized components of equipment with high market demand, which can
not only reduce procurement costs and manufacturing costs, but also improve our production
efficiency, enabling faster delivery to customers. We have also maintained our ability to design
non-standard components according to product specifications, allowing us to cater to the
individual needs of our customers.
The following chart illustrates our general manufacturing process:
Confirm
production capacity
Procure raw materials
and components
Technical specifications
Order received
Review the contract
Formulate a
manufacturing plan
Implementation
Components processing/
outsourcing
Assembly and
integration
Testing, commissioning
and trial run
Packaging and
warehousing
Delivery
Customer
Generally, our manufacturing process can be categorized into the following steps:
 Formulation of production plan: Based on the customer’s technical specifications
and contract details, our engineering team will formulate an equipment blueprint and
its relevant production plan that fits our overall manufacturing planning while
meeting the delivery timetable.
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 Procurement and processing of raw materials and components: The principal raw
materials and components we procure include non-standard components,
standardized components and basic materials. See “— Procurement and Suppliers —
Raw Materials and Components”. We process raw materials and components either
in-house or through subcontractors according to our designs and technical
specifications.
 Assembly and integration into final products: Raw materials and components are
assembled and integrated to form the final products.
 Testing, commissioning and trial run: We will conduct rigorous testing and
commissioning before delivering our product to a customer. The product will be
tested in an environment that simulates the actual working conditions of the
customer.
 Transportation: The final products are delivered to our customers.
 Installation and onsite testing: We will install and test our equipment and
production lines on our customers’ premises and connect to the rest of the
customer’s plant in accordance with our customer’s requirements. We also provide
training to the customer’s employees in order to ensure the proper and efficient use
of our products and solutions.
While we design and manufacture components for our products in-house, we outsource
the processing of certain non-standard components to certain subcontractors. We select
subcontractors based on a number of factors, including their technical qualifications, their
experience in similar projects, their financial strength and management capacity and their
standing in the relevant market. During the Track Record Period, all the subcontractors
engaged by us are independent third parties.
Planned Manufacturing Facilities
We plan to establish one new production facility in China. The following table sets out
certain information regarding our planned new manufacturing facility as of September 30,
2025:
Facility
(Location)
Total Land
Area
Estimated/Actual
commencement
time of production Status
Total
Investment
Amount Key function
(m2)
(RMB in
millions)
Industrial Park
Phase VI /H1118/H1118/H1118
126,534 2026 Infrastructure under
construction
699 manufacturing of
new energy
equipment
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Facility
(Location)
Total Land
Area
Estimated/Actual
commencement
time of production Status
Total
Investment
Amount Key function
(m2)
(RMB in
millions)
Wuxi No. 3
Factory
Phase II /H1118/H1118/H1118
134,245 2025 (Commenced
operation in the
fourth quarter of
2025)
Factory construction
completed and
headquarter
building under
construction
1,400 manufacturing of
lithium-ion
battery
intelligent
equipment
Machinery and Equipment
Our operations are supported by a diverse range of equipment and machinery tailored to
accommodate our various products. We own the principal equipment and machinery involved
in our manufacturing processes. We generally acquire equipment and machinery from domestic
third-party suppliers. We upgrade our machinery from time to time to improve our production
efficiency. We perform routine and preventive maintenance on our machinery and equipment
to ensure that they function properly at all times. We constantly introduce advanced equipment
and optimize our manufacturing technologies to improve product quality and enhance
manufacturing efficiency. The key equipment used in manufacturing primarily includes (i)
assembly equipment, such as process lathe machines, electronic drills and angle grinders; and
(ii) process equipment, such as welding equipment and metalworking equipment.
QUALITY CONTROL
We have established a full life cycle quality management mechanism, from supply chain
management to after-sales service, with clarified quality objectives and assessment
mechanisms and allocated responsibility for each control point. At the same time, we have built
a full life cycle quality management system covering stages from product design incubation to
final onsite delivery, monitoring R&D quality, design quality, supply chain quality, processing
and assembly quality, debugging service quality, etc. Through a visualized, intelligent and
traceable all-round evaluation system, we are able to achieve fully traceable quality control on
each of the products we deliver. We have obtained a series of certificates, including ISO 9001
for our quality management system, as well as other various certificates, including EU CE
certification and TUV Explosion Protection Certificate for our specific products as issued by
the China Quality Certification Center. Having an effective quality management system is one
of our top priorities, and we strive to fully meet the customized requirements and technical
specifications of each customer as well as the relevant regulatory standards.
We have established a quality control team with the general manager as the first
responsible person. Our quality control director oversees the planning and implementation of
our quality control policies and risk management system. The manager for each business
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segment is directly responsible for the quality control of our products. In addition, our
after-sales service management procedures and exception handling procedures ensure the
fulfillment of our commitment to product quality and safety.
RESEARCH AND DEVELOPMENT
We believe that our ability to continue to develop innovative technologies and products
is essential to our future success. In 2022, 2023, 2024 and the nine months ended September
30, 2024 and 2025, our R&D expenses amounted to RMB1,347.9 million, RMB1,675.6
million, RMB1,670.7 million, RMB1,266.2 million and RMB1,231.2 million, respectively,
which accounted for 9.7%, 10.1%, 14.1%, 14.0% and 11.9%, respectively, of our total revenue.
We maintain a capable R&D team of 4,116 employees, of which 87.8% hold a bachelor’s
degree or higher as of September 30, 2025. We have set up an R&D department under each
business segment. We have established the Lead University to conduct regular training for our
R&D personnel. Additionally, we have further developed a digital and standardized R&D
platform to facilitate the digital transformation of the equipment manufacturing industry’s
R&D processes. Our digital software is designed to automate and digitize the entire R&D
process, including selection guidance, automated drawing and automatic programming. This
approach aims to enhance R&D efficiency and effectiveness while minimizing human error.
Such functions have significantly enhanced the overall efficiency of our R&D process.
We deploy our R&D resources in line with the downstream industries in which our
customers operate. We collaborate closely with our customers by conducting in-depth
investigations of their manufacturing facilities, manufacturing process and product needs. For
each project, we set up a special project team to carry out a number of tasks, including R&D,
design, implementation, testing and other procedures. The project team analyzes issues and
problems encountered during the R&D process and proposes ideas and methodologies for
improvement. During the trial-run process, the project team will check the installation of our
products and make final fine-tuning as needed. After ensuring that all specifications of the
product have met the customer’s requirements, the project team will summarize and reflect on
the project to accumulate valuable experience for future R&D. In addition, we provide certain
R&D training to our sales and marketing team to allow them to respond to customer enquiries
and needs in a timely and effective manner.
Through years of dedicated R&D activities, we have successfully transformed our R&D
results into a series of proprietary technologies, which enabled us to compete effectively in the
market. Our core technologies include all-solid-state battery equipment technology and
composite current collector equipment technologies in the field of lithium-ion battery
intelligent equipment, IBC battery string welding and HJT battery string welding equipment
technologies in the field of PV intelligent equipment, hydrogen fuel cell membrane electrodes
precise coating technology in the field of hydrogen equipment and ultra-high-precision
Micro-OLED foreign matter detection technology in the field of 3C intelligent equipment.
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R&D Process
Our R&D process is strategically aligned with our business development objectives and
industry trends, carefully identifying potential projects that cater to the evolving needs of our
customers. We adopt a modular approach in our R&D process to achieve flexibility and
efficiency by allowing independent development, testing and replacement of components. This
approach enables simultaneous work on various modules, speeding up development and
reducing costs through reusability. It also enhances scalability, as we can easily add or upgrade
modules without major system overhauls. We categorize our R&D initiatives into three main
areas: (i) strategic innovation initiatives and ongoing optimization of our product portfolio; (ii)
new product development plans driven by comprehensive market analyses from our marketing
department; and (iii) bespoke product orders tailored to meet specific customer requirements.
Our R&D process is primarily structured into the technology oriented projects (“ TOP”)
and the order oriented projects (“ OOP”). The TOP is dedicated to advancing technical
innovation and establishing a robust technological reserve to address future demands and
support proactive iterations of our existing products. This process is forward-looking, with a
focus on continuously enhancing and optimizing product performance while introducing new
functionalities to existing products. In addition to our R&D capabilities, this process relies
heavily on our industry expertise and market insights. Our R&D system plays a pivotal role in
the R&D process, investigating market trends and technological advancements to ensure we
remain at the forefront of the industry and are well-prepared for future requirements. The
following diagram illustrates the principal TOP processes for our products:
Life cycle
management
Overall
design
Detailed
design
Prototype trial
production
Product
verification
Product
launch
Requirements
validation
The OOP is centered around the needs and preferences of customers’ orders under the
ETO business model, aiming to design products that are immediately applicable in customer-
specific scenarios. Initiated directly by customer requirements, the OOP outcome is typically
customized to meet specific client needs. At the outset of the process, customers define the
scope and objectives of the projects and remain engaged throughout the OOP to ensure that the
R&D outcomes align with their precise specifications and are scalable upon acceptance.
Consequently, an OOP project often necessitates collaboration across multiple departments,
including sales, procurement and quality management. The following diagram illustrates the
major OOP processes for our products:
Requirements
analysis
Model general
design
Model detailed
design
Delivery
support
The TOP and OOP are intricately interlinked and frequently occur simultaneously. The
TOP focuses on developing new technologies and innovations, which are subsequently
integrated into the OOP after reaching certain maturity to create new products catering
downstream needs. As the TOP advances, feedback from order development can inform and
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refine the OOP , leading to further technological advancements. This dynamic interaction
ensures that technological innovations are effectively translated into practical applications,
allowing for continuous improvement and adaptation throughout the R&D process. Such
synergy guarantees a seamless transition from technological development to product
realization, thereby enhancing overall efficiency and effectiveness in bringing new products to
market.
Impact of the Pandemic
During 2022 and 2023, our business operations were impacted by the ongoing effects of
the COVID-19 pandemic. The COVID-19 pandemic caused a surge in international shipping
costs — with container rates spiking up to multiple times pre-pandemic levels — due to port
congestion, container shortages, and labor disruptions, while widespread delays extended
transit times by weeks or months. During the pandemic, our international shipping costs
doubled as compared to before the pandemic. Also partly due to the impact of COVID-19, our
average acceptance period more than doubled during the Track Record Period, from
approximately six to ten months in 2022 and 2023 to more than 15 months in 2024 and then
decreased to less than 13 months in the nine months ended September 30, 2025. Consequently,
we experienced delays in delivery and testing and acceptance schedule to our overseas
customers, most of which were our intelligent logistics equipment business customers. In
addition, the global economic uncertainty during this period influenced some customers to
delay or scale back their investment in new technologies and manufacturing solution. Given
that we did not experience any cancellations of orders due to the COVID-19 pandemic, our
Directors believe COVID-19 did not have any material adverse impact on our business, results
of operation and financial condition during the Track Record Period.
Business Prospects
As a new energy intelligent equipment enterprise, we offer intelligent equipment and
solutions to a range of emerging industries, including lithium-ion battery manufacturing and
PV industry. In the past several years, propelled by global carbon neutrality initiatives, the
industries we operate in experienced substantial growth, and relevant market players had also
seen their technical sophistication, production capacity and financial performance improve.
Similar to other industries undergoing rapid development during the fast-growing stage, the
relevant industries we operate in also experienced headwinds arising from fluctuation in
downstream customer demand and intensified market competition recently. According to Frost
& Sullivan, due to the rapid expansion in production capacities in previous years, the average
capacity utilization rate of lithium-ion battery manufacturers in China fell from over 75% in
2022 to approximately 55% in the first half of 2024. Also, since the fourth quarter of 2023,
mainly due to the rapid expansion in production capacities in various sectors of the PV industry
value chain, the PV industry has experienced an over-capacity, according to the same source.
Our total revenue increased by 19.1% from RMB13,836.1 million in 2022 to
RMB16,483.3 million in 2023, and then decreased by 28.6% to RMB11,773.4 million in 2024.
Our revenue decrease in 2024 was mainly due to (i) decrease in total new order value,
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especially decrease in domestic order value, resulting from temporarily weakened downstream
customer demand in some of our key focus areas, including EV battery and energy storage
battery industry and PV industry. This was partially offset by the increase in overseas order
value, as we have strategically focused on expanding overseas sales and increasing sales to
overseas customers. Our total revenue increased from RMB9,038.4 million in the nine months
ended September 30, 2024 to RMB10,387.5 million in the nine months ended September 30,
2025, primarily due to increases in (i) our sales of lithium-ion battery intelligent equipment,
mainly because of an increase in order and acceptance of the downstream EV battery and
energy storage battery companies, as a result of the recovery of downstream EV and energy
storage market, and (ii) other business, mainly because one of our automotive intelligent
production line project previously undergoing testing stage had been accepted by the customer.
During the Track Record Period, our total new order value amounted to RMB27.2 billion,
RMB20.3 billion, RMB14.6 billion and RMB14.2 billion, respectively. Our acceptance period,
being the time gap between delivery and revenue recognition, extended during the Track
Record Period as we recognize revenue from sales of intelligent equipment upon the receipt of
customer acceptance, which is formally acknowledged through signed customer confirmation
verifying that the equipment meets the specified requirements and is fully operational to the
customer’s satisfaction. Our average acceptance period more than doubled during the Track
Record Period, from approximately six to ten months in 2022 and 2023 to more than 15 months
in 2024 and decreased to less than 13 months in the nine months ended September 30, 2025.
Our revenue during the Track Record Period was mainly generated from domestic customers,
and due to weakened downstream customer demand in the domestic market, our domestic
customer acceptance period had increased from 2022 to 2024, as our customers tend to delay
their capacity expansion even when they had already ordered our products for delivery, and
wait for the rebounding of downstream customer demand before confirming their acceptance
and actually putting the equipment into use.
As we strategically focused on expanding our overseas sales and increasing sales to our
overseas customers, our revenue from overseas sales increased from RMB1,195.4 million in
2022 to RMB2,241.6 million in 2023 and further increased to RMB2,831.3 million in 2024,
accounting for 8.6%, 13.6% and 24.0% of our total revenue for the respective years. Our
revenue from overseas sales remained relatively stable at RMB2,199.8 million in the nine
months ended September 30, 2024 and RMB2,015.3 million in the nine months ended
September 30, 2025, respectively, accounting for 24.3%, and 19.4% of our revenue in the same
periods, respectively. Our overseas orders on average take 1.5 to 2.5 years from dispatch to
acceptance due to relatively longer time in transit and more stringent customer acceptance
standards, as compared to 9 to 15 months for domestic orders, both of which are in line with
the typical ranges of the new energy intelligent equipment market, according to Frost &
Sullivan. The longer acceptance period for overseas orders and gradual increase in revenue
contribution from overseas sales also contributed in part to our prolonged acceptance period
and corresponding delay in revenue recognition during the Track Record Period.
We experienced decrease in gross profit margin during the Track Record Period, from
36.6% in 2022 to 32.7% in 2023, and further to 30.0% in 2024, and from 35.1% in the nine
months ended September 30, 2024 to 30.9% in the nine months ended September 30, 2025. The
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decrease in gross profit margin was mainly due to our prudent approach for inventory
write-down as we not only write down inventory at times of actual losses, but also after making
prudent assessment of the realizable net value of inventories in advance, especially for
inventories with longer aging to reflect their slow turnover cycle. The challenging downstream
market conditions led to enhanced market competition and imposed challenges on our
customers, reducing their demand for expansion of production capacity. Some customers,
despite having placed orders for our products, are delaying their expansion plans, choosing to
await a recovery in downstream demand before confirming acceptance and deploying the
equipment. Accordingly, we made assessment of the net realizable value of inventories and
made provisions accordingly. As a result, the write-down of inventories increased from
RMB114.9 million in 2022 to RMB411.5 million in 2023, further to RMB548.7 million in
2024, and increased from RMB84.9 million to RMB170.4 million in the nine months ended
September 30, 2024 and 2025, respectively. In 2022, 2023, 2024 and the nine months ended
September 30, 2024 and 2025, our subsequent reversal of write-down of inventories amounted
to RMB61.8 million, RMB24.7 million, RMB154.1 million, RMB124.8 million and RMB192.7
million, respectively.
According to Frost & Sullivan, we were the world’s largest lithium-ion battery intelligent
equipment provider in terms of revenue in 2024, accounting for 15.5% and 19.0% of the global
and Chinese lithium-ion battery intelligent equipment market share, both of which increased
throughout the Track Record Period. In the second half of 2024, driven by growing downstream
market demand and an increase in overseas orders, the average capacity utilization rate of
lithium-ion battery manufacturers in China rebounded to approximately 75%, prompting
manufacturers to make capacity expansion decisions and order for corresponding equipment
based on their forward-looking assessment of future market conditions, according to Frost &
Sullivan. Therefore, the rebound of capacity utilization rate of lithium-ion battery
manufacturers since the second half of 2024 has been driving the demand for lithium-ion
battery intelligent equipment. Furthermore, besides the growing demand driven by capacity
expansion, the demand for lithium-ion battery intelligent equipment driven by the renovation
and upgrading of existing equipment has also been increasing, as equipment previously
purchased by downstream customers enters the iteration cycle in the following years gradually.
Also with the gradual increase in downstream demand, the PV industry is undergoing a gradual
supply-demand re-balancing process.
As a result, our business operations and financial performance for the nine months ended
September 30, 2025 stabilized and gradually recovered. Our total revenue increased by 14.9%
from RMB9,038.4 million in the nine months ended September 30, 2024 to RMB10,387.5
million in the nine months ended September 30, 2025. Our gross profit increased by 1.0% from
RMB3,172.3 million in the nine months ended September 30, 2024 to RMB3,204.6 million in
the nine months ended September 30, 2025, as a result of the foregoing. Our gross profit
margin decreased from 35.1% in the nine months ended September 30, 2024 to 30.9% in the
nine months ended September 30, 2025, primarily due to certain orders accepted during the
period having been contracted during an industry downturn at relatively lower pricing,
resulting in lower gross margins upon acceptance. We also recorded net cash generated from
operating activities of RMB3,835.2 million for the nine months ended September 30, 2025.
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However, as we operate in industries where market players tend to have a high
concentration of customers, such customers tend to have larger bargaining power, resulting in
prolonged acceptance period and payment cycle, especially during market downturn.
Therefore, we are subject to heightened risks of prolonged acceptance period, unfavorable
payment terms, potential net operating cash outflow position and general uncertainty of our
downstream customer demand, and therefore we cannot guarantee the markets we operate in
will rebound, and even if they do, we may not be able to maintain our profitability due to the
above-mentioned factors. See “Risk Factors — Risks Relating to Our Business and the Industry
in Which We Operate.”
PROCUREMENT AND SUPPLIERS
Raw Materials and Components
Our raw materials and components primarily consist of non-standard components,
standardized components and basic materials, which can be used for a wide range of equipment
across different business segments. The following table sets out the principal raw materials and
components we use:
Type Raw materials and components
Non-standard components /H1118/H1118Guide shafts, pin parts, thickened gaskets, magnets,
cylinder joints and brackets, sensor bases, racks and
touch screens, small parts, labels, flat belt drives and
roller guides, gear drives, sprocket drives, guide plates,
side plate parts, logistics and general parts for assembly
lines, hoop parts, manifolds and control boxes
Standardized components /H1118/H1118/H1118PLC/PC, touch screen, display, sensor,
switch/button/contact, relay/contactor, signal devices,
motor control, safety equipment, cables/
wires, meters, power supply/filter, transformers/
regulators/inductors, motors/fans/industrial robots,
electrical accessories, software/storage, electrical
cabinets/electrical boxes/panels, other electrical
appliances, thermostats, pneumatic components,
hydraulic components, bearings, transmission parts,
fasteners, bolts/studs and fastener seals
Basic materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Metal sheets, pipes/bars/profiles and packaging materials
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We purchase our raw materials and components in batches according to the manufacturing
plan to ensure the timely procurement and effective control of our inventory level. For the core
components that have greater impacts on the quality of the final products, we maintain and
regularly update the list of suppliers that we purchase from. Our core component suppliers
include well-known domestic and foreign brands in the industry. We either purchase directly
from manufacturers or through reputable distributors. We ensure the stable supply of core
components by leveraging strategic partnerships and long-term framework agreements with
numerous key suppliers. We believe that we are not dependent on any particular supplier as we
source our key raw materials and components for our products from multiple suppliers. We
procure most of the raw materials and components in China. The following chart illustrates our
general procurement process:
Purchase application form
Check the inventory
Compare prices
among suppliers
Select suppliers and
negotiate prices
Draft the supply contract
Review the contract
Sign and implement the contract
Record the invoice
Payment
New supplier
development procedure
Use the inventory
Issue in product
quality, delivery time
or other aspects
Qualified supplier
Out of stock
New supplier
In stock
Our Suppliers
We have a comprehensive evaluation system for selecting suppliers. Ahead of engaging
new suppliers, our R&D department, manufacturing department, quality control department
and procurement department evaluate potential suppliers according to various aspects,
including their qualifications, market reputation, production capacity, technology, quality and
cost control. We also regularly evaluate the performance of our suppliers, focusing on criteria
that including raw material quality, delivery, cost and, where applicable, the technical
specifications of the products supplied by them. During the Track Record Period, we generally
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established relationships with multiple suppliers for the same key raw materials, such as
electronic and electrical components to satisfy our needs and to ensure the stable supply and
low procurement costs of raw materials.
Suppliers and Procurement Control
We have established stringent management mechanisms for the selection and retention of
suppliers. Our supplier management procedures and procurement management procedures aim
to provide suppliers with a platform for fair and open competition. The selection of new
suppliers is jointly undertaken by our R&D department, manufacturing department, quality
control department and procurement department, taking into consideration the technology,
product quality, customer service, delivery time and other aspects of each supplier candidate.
We also take into account the candidate supplier’s supply capabilities and commitment to
corporate social responsibility. We enter into confidentiality agreements and quality assurance
agreements with qualified suppliers and perform regular and ad hoc performance evaluation to
ensure their compliance with our policies and standards.
We generally procure raw materials and components from suppliers through non-
exclusive supply contracts. We have signed co-operation framework agreements with selective
suppliers to strengthen collaborative relations and build a supply chain. The prices of such raw
materials and components are generally either fixed for the effective term of the supply
contract or determined taking into account the then-prevailing market price, which allows us
to better manage our procurement cost and provide customers with more accurate pricing on
our products. We may elect to terminate a supply contract with a supplier in case of poor
product quality, failure to deliver on time or other breaches of contract provisions. The key
terms of the long-term framework agreements we enter into with our suppliers generally
include the following:
 Duration . The term of our agreement is typically one year. Upon expiration of the
agreement, the parties may enter into a new agreement.
 Purchase order . We notify the suppliers of the type, specification, unit price,
quantity and date of delivery of the raw materials we need in writing.
 Price . Depending on the type of raw material and supplier, prices are either fixed in
the long-term framework agreements or determined considering the then-prevailing
market price.
 Inspection and product returns . Product inspection takes place within a specified
period after delivery of the raw materials to us. We are entitled to return any
defective raw materials that do not meet the agreed quality standard and the
suppliers shall remedy the same, including product return and replacement.
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 Credit terms and payment method . The credit period and payment method shall
be in accordance with the purchase order. For example, some of our suppliers grant
us a credit period of between 90-120 days whilst some suppliers require us to make
payment based on the following key stages: (i) signing of contract, (ii) delivery of
goods, (iii) formal acceptance and (iv) upon expiry of the warranty period.
 Minimum purchase commitment . We typically set our minimum purchase
obligation based on a percentage of the supplier’s production capacity.
 Confidentiality . We usually include confidentiality clauses in the framework
agreements, and the period of confidentiality obligations may be extended to after
the expiration of the agreements.
 Termination . The agreements will be terminated upon expiration. We are also
entitled to terminate the agreement if the supplier fails to meet our evaluation and
assessment standards.
Major Suppliers
During the Track Record Period, our major suppliers were primarily raw material and
component suppliers. Purchases from our five largest suppliers for each year/period in during
the Track Record Period accounted for approximately 9.5%, 7.9%, 7.7% and 8.7% of our total
purchases for the respective year/period. Purchases from our largest supplier for each
year/period in during the Track Record Period accounted for approximately 3.0%, 2.6%, 2.0%
and 2.6% of our total purchases for the respective year/period. To avoid supplier concentration,
we diversify our supplier base by engaging multiple suppliers for the same goods or services
and implementing strategic sourcing practices. Additionally, we conduct regular market
analysis, develop supplier relationships and maintain contingency plans to ensure supply chain
resilience. During the Track Record Period, none of our top five suppliers were our customers.
To the knowledge of our Directors, as of the Latest Practicable Date, none of our
Directors and their respective associates or any Shareholders holding more than 5% of our
issued share capital had any interests in any of our five largest suppliers in each year of the
Track Record Period. Our Directors confirm that our Group did not experience any material
disruption, disputes or delay in relation to supply by our suppliers during the Track Record
Period and up to the Latest Practicable Date.
INVENTORY MANAGEMENT AND LOGISTICS
Our inventory consists of raw materials and components, works-in-progress, finished
products and goods delivered.
We focus on optimizing our inventory management and actively monitor our inventory
levels. For standardized components and basic materials, we maintain a reasonable inventory
level and update our inventory plan regularly based on factors such as estimated consumption,
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product demand and prevailing market prices for the relevant raw materials and components.
For custom components, we place purchase orders for raw materials and components upon
signing sales contracts with the customer and based on our manufacturing plans.
Logistics
During the Track Record Period, our logistics was primarily provided by third party
logistics service suppliers. We usually engage our logistic suppliers through public bidding
processes. We systematically plan our means and routes of transportation to optimize efficiency
and reduce our logistics costs on a case-by-case basis. We closely monitor our whole logistics
process and purchase customary insurance. We also regularly evaluate logistics service
providers by grading them as per their qualifications and historical performance to update our
service provider list.
We are also in the process of developing an internal logistics system to establish efficient
and integrated logistics arrangements, which will further reduce transportation costs and
enhance resource utilization. This system is designed to optimize our logistics processes
through meticulous planning and real-time monitoring. This strategic initiative will not only
improve our operational efficiency but also elevate our service capabilities, thereby
strengthening our competitive position in the market.
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 or
adversely affected our business operations.
SALES AND MARKETING AND CUSTOMERS
Sales Network
We are committed to providing quality services to our customers by establishing an
extensive integrated sales network to provide a comprehensive range of sales service. We have
established a number of sales branches and offices in regional markets across China, as well
as overseas. We have promoted and strictly implemented a series of customer handling
guidance and procedures to ensure that we can respond to customers’ requests in a timely and
effective manner, covering the pre-sale discussion to post-delivery and the warranty period. We
believe that our comprehensive sales system not only distinguishes us from our competitors,
but also allows us to establish and maintain long-term relationships with our customers. By
actively managing our sales network, we are able to efficiently penetrate local markets and
capture sales opportunities. As of September 30, 2025, we had over 60 service centers around
the world.
During the Track Record Period, we sold all our products through direct sales to
customers. Our equipment is used in the manufacturing of lithium-ion batteries, PV cells and
modules, 3C products, EVs, fuel cells and other fields. Our sales department is mainly
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responsible for developing and maintaining customers, formulating sales plans and exploring
customer needs. Our direct sales efforts include live presentations and demonstrations of our
products by our sales employees, which, provide our customers with convenience and a
customized experience.
The map below illustrates the coverage of our global sales and coverage network:
USA
France
Netherlands
Germany, European Headquarters
Sweden
Slovakia
Hungary
Turkey
Wuxi, China, LEAD Headquarters
Vietnam
Malaysia
Singapore
Japan
Republic of Korea
Hong Kong, China
Zhuhai, China
Mexico
United Kingdom
Shanghai, China
As of September 30, 2025, our sales team consisted of 203 dedicated sales personnel
covering over 20 countries and regions. In 2022, 2023, 2024 and the nine months ended
September 30, 2024 and 2025, our selling and marketing expenses amounted to RMB410.8
million, RMB451.0 million, RMB362.4 million, RMB233.4 million and RMB210.0 million,
respectively, which accounted for 3.0%, 2.7%, 3.1%, 2.6% and 2.0%, respectively, of our total
revenue.
Marketing
Our sales team is responsible for the design and implementation of our marketing
strategies and campaigns, which are implemented through a coordinated marketing effort
supported by other departments. We have established co-operative relations with downstream
industries and our orders are mainly obtained through direct contact with customers. We also
conduct other marketing activities, such as participation in industry conferences, professional
exhibitions, product advertisement on industry journals and e-commerce websites.
Pre-Sales and After-Sales Services
Pre-Sales Services
We have formed pre-sales teams to address potential sales opportunities. A pre-sales team
is led by an account manager and jointly managed by a product manager and a project manager.
The account manager is responsible for the in-depth exploration of customer needs and the
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negotiation of the sales contract. The product manager is responsible for ascertaining and
understanding the customer’s technical needs. The project manager is also responsible for
overall project management, including overseeing the project’s progress and managing project
risks.
After-Sales Services
We provide extensive after-sales services to our customers to cultivate customer loyalty
and enhance our brand image. We have set up specialized after-sales services teams to respond
to customer enquiries in a timely manner and strictly implement our after-sales services
management procedures. In addition, we regularly conduct professional and technical training
to improve the professional skills of after-sales services personnel. We aim to build a cloud
data management platform that allows us to provide integrated and high-quality after-sales
services for our customers. As part of our after-sales services, we actively work with customers
on their equipment and production line upgrading so as to further understand evolving
customer needs, provide differentiated services to our customers, create more value for our
customers and continuously improve customer satisfaction and loyalty.
Our Customers
We sell our products and solutions in China, as well as Europe, Asia, North America and
other regions around the world. The major customers of our lithium-ion battery intelligent
equipment business are domestic and foreign leading lithium-ion battery and automotive
manufacturers. For our PV intelligent equipment business, major customers include major
domestic and foreign PV cell and module manufacturers. The major customers of our
intelligent logistics equipment business are well-known domestic and foreign lithium-ion
battery and automotive manufacturers.
We generally enter into sales agreements with our customers. Although the contract terms
vary, they usually include the following key terms:
 Quality control. The quality of the products shall be in compliance with the
specifications designated by our customers.
 Price. The prices of the product are generally specified in each purchase order in the
case where the main sales agreement is a framework agreement.
 Payment terms. We usually agree with our customers on payment based on stages,
which is in line with the industry practice. Customers are generally required to
provide (i) a deposit of approximately 30% of the total contractual amount after
signing of the sales contract, (ii) a payment of approximately 30% of the total
contractual amount when the products are ready for shipment, (iii) a payment of
approximately 30% of total contractual amount upon completion of installation and
testing and receipt of signed acceptance and (iv) a final payment of approximately
10% of the total contractual amount upon expiry of the warranty period. For
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overseas customers, we usually require them to settle approximately between 60%
and 80% of the total contractual amount when the products are ready for shipment.
We generally accept banks’ acceptance bills and bank transfer as payment methods.
 Confidentiality. We usually set confidentiality clauses with our customers and such
obligations may continue to exist for a certain period of time after termination of the
agreement.
 Delivery and transportation. We generally deliver our products to our customers.
We appoint third-party logistics companies to accommodate the delivery and
purchase relevant insurances. The logistics companies are responsible for any
product damage during transportation.
 Warranty. We usually set out warranty periods, typically of 12 months, depending
on the products and the sales agreement. During the warranty period, our customers
may request that we replace or repair defective parts and components free of charge.
Following the expiration of the warranty period, we provide value adding services
including equipment repair, maintenance and upgrade services and supply parts and
components to our customers for a fee based on the services required.
We are concurrently focused on accumulating high-quality overseas customers and
maintaining close collaborations with leading international companies, such as BMW,
V olkswagen, ACC, Siemens and Ford. Our framework cooperation agreement with them
typically has a term of two years, subject to automatic renewal upon expiration if neither party
objects in writing. The agreement generally stipulates that both parties shall provide each other
with mutual preferential treatment, strategic resource sharing, management experience
exchange and regular cross-departmental meetings. Specifically, we shall supply products and
solutions to the customer with priority and high-quality standards and provide comprehensive
quality assurance and after-sales service. The customer shall, under equal conditions, prioritize
procurement from us and give preference to collaborating with us on significant projects, as
well as share information regarding supply chain resources and other resources with us.
All the products exported and sold to our customers are exported from China and
executed under either FOB or DAP , whereby the responsibility for customs filing and clearance
in the respective destination countries resides with our customers. The majority of our overseas
sales during the Track Record Period were to customers located in the member states of the EU.
To our best knowledge and based on public information, our customers generally paid less than
2% tariff on such products. As advised by our German law advisor, the import of products,
including lithium-ion battery intelligent equipment and intelligent logistics equipment, is in
principle free of permit requirements, as expressed, for example, in Article 1 of the Regulation
(EU) 2015/478. We also export a relatively small amount of our products to North America,
which accounted for less than 1% of our total revenue in 2024. Considering the above, our
Directors are of the view that impacts of the U.S. and EU tariffs on our operation are relatively
insignificant during the Track Record Period. During the Track Record Period and up to the
Latest Practicable Date, we had no sales to (i) any comprehensively sanctioned countries; and
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(ii) any Entity List entities that is in violation of the Export Administration Regulations or
other major sanction list targets during the Track Record Period and up to the Latest Practicable
Date and maintained relevant internal control and export control measures in place to guide our
general operations.
To promptly and efficiently obtain customer feedback and resolve customer complaints,
we have developed our online customer service management system. Combined with our global
hotline and on-site customer complaint handling mechanism, we are able to offer 24-hour
real-time online and rapid offline customer service, allowing us to quickly respond to
customer’s requests. During the Track Record Period, we have not received any material
complaints and product returns from our customers.
Major Customers
Revenue from our five largest customers for each year/period in during the Track Record
Period accounted for approximately 73.8%, 57.0%, 45.6% and 52.4%, respectively, of our total
revenue for the respective year/period. Revenue from our largest customer for each year/period
in during the Track Record Period accounted for approximately 40.1%, 17.5%, 15.2% and
27.2% of our total revenue for the respective year/period. The tables below set out the basic
information of our Group’s top five customers during the Track Record Period:
Year ended December 31, 2022
Customer
Transaction
amount
Percentage to
total revenue of
our Group
Y ear of
commencement
of business
relationship
Background
and principal
business activity
Payment/
Credit terms Payment method
Major products
purchased
(approximate
RMB millions)
Customer A /H1118/H1118/H1118 5,545.8 40.1% 2013 A company that
primarily engages in
R&D, production
and sales of EV and
energy storage
systems (ESS)
batteries,
headquartered in
Fujian, China and
listed on the
Shenzhen Stock
Exchange and the
Hong Kong Stock
Exchange
20%-30% deposit,
30%-40% payment
before shipment,
30% payment upon
acceptance and 10%
warranty fulfillment
payment
Bank transfer
or banks’
acceptance bill
Lithium-ion
battery
intelligent
equipment,
intelligent
logistics
equipment
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Customer
Transaction
amount
Percentage to
total revenue of
our Group
Y ear of
commencement
of business
relationship
Background
and principal
business activity
Payment/
Credit terms Payment method
Major products
purchased
(approximate
RMB millions)
Customer B /H1118/H1118/H1118 2,620.7 18.9% 2015 A company that
primarily engages in
R&D, production
and sales of EV and
ESS batteries,
headquartered in
Jiangsu, China and
listed on the Hong
Kong Stock
Exchange
30% deposit, 30%
payment before
shipment, 30%
payment upon
acceptance and 10%
warranty fulfillment
payment
Bank transfer
or banks’
acceptance bill
Lithium-ion
battery
intelligent
equipment,
intelligent
logistics
equipment
Customer C /H1118/H1118/H1118 1,114.1 8.1% 2015 A company that
primarily engages in
R&D, production
and sales of
consumer batteries,
power batteries and
energy storage
batteries,
headquartered in
Guangdong, China
and listed on the
Shenzhen Stock
Exchange
30% deposit, 30%
payment before
shipment, 30%
payment upon
acceptance and 10%
warranty fulfillment
payment
Bank transfer
or banks’
acceptance bill
Lithium-ion
battery
intelligent
equipment,
intelligent
logistics
equipment
Customer D /H1118/H1118/H1118 505.8 3.6% 2020 A company that
primarily engages in
R&D, production
and sales of
lithium-ion
batteries, providing
solutions for new
energy vehicle
power and smart
energy storage,
headquartered in
Zhejiang, China and
listed on the Hong
Kong Stock
Exchange
30% deposit, 30%
payment before
shipment, 30%
payment upon
acceptance and 10%
warranty fulfillment
payment
Bank transfer
or banks’
acceptance bill
Lithium-ion
battery
intelligent
equipment
BUSINESS
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--- page 224 ---
Customer
Transaction
amount
Percentage to
total revenue of
our Group
Y ear of
commencement
of business
relationship
Background
and principal
business activity
Payment/
Credit terms Payment method
Major products
purchased
(approximate
RMB millions)
Customer E /H1118/H1118/H1118 425.3 3.1% 2018 A company that
primarily engages in
design, R&D and
sales of consumer
electronics,
computer software
and online services,
headquartered in the
U.S. and listed on
Nasdaq
45 days upon
acceptance and
receipt of invoice
Bank transfer 3C intelligent
equipment
Total/H1118/H1118/H1118/H1118/H1118/H111810,211.7 73.8%
Year ended December 31, 2023
Customer
Transaction
amount
Percentage to
total revenue of
our Group
Y ear of
commencement
of business
relationship
Background
and principal business
activity
Payment/
Credit terms Payment method
Major products
purchased
(approximate
RMB millions)
Customer B /H1118/H1118/H1118 2,878.3 17.5% 2015 A company that
primarily engages in
R&D, production
and sales of EV and
ESS batteries,
headquartered in
Jiangsu, China and
listed on the Hong
Kong Stock
Exchange
30% deposit, 30%
payment before
shipment, 30%
payment upon
acceptance and 10%
warranty fulfillment
payment
Bank transfer
or banks’
acceptance bill
Lithium-ion
battery
intelligent
equipment,
intelligent
logistics
equipment
BUSINESS
– 213 –


--- page 225 ---
Customer
Transaction
amount
Percentage to
total revenue of
our Group
Y ear of
commencement
of business
relationship
Background
and principal business
activity
Payment/
Credit terms Payment method
Major products
purchased
(approximate
RMB millions)
Customer A /H1118/H1118/H1118 2,539.7 15.4% 2013 A company that
primarily engages in
R&D, production
and sales of EV and
ESS batteries,
headquartered in
Fujian, China and
listed on the
Shenzhen Stock
Exchange and the
Hong Kong Stock
Exchange
20%-30% deposit,
30%-40% payment
before shipment,
30% payment upon
acceptance and 10%
warranty fulfillment
payment
Bank transfer
or banks’
acceptance bill
Lithium-ion
battery
intelligent
equipment,
intelligent
logistics
equipment
Customer C /H1118/H1118/H1118 2,017.8 12.2% 2015 A company that
primarily engages in
R&D, production
and sales of
consumer batteries,
power batteries and
energy storage
batteries,
headquartered in
Guangdong, China
and listed on the
Shenzhen Stock
Exchange
30% deposit, 30%
payment before
shipment, 30%
payment upon
acceptance and 10%
warranty fulfillment
payment
Bank transfer
or banks’
acceptance bill
Lithium-ion
battery
intelligent
equipment,
intelligent
logistics
equipment
BUSINESS
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--- page 226 ---
Customer
Transaction
amount
Percentage to
total revenue of
our Group
Y ear of
commencement
of business
relationship
Background
and principal business
activity
Payment/
Credit terms Payment method
Major products
purchased
(approximate
RMB millions)
Customer F /H1118/H1118/H1118 1,313.4 8.0% 2018 A company that
primarily engages in
R&D, production
and sales of cells,
modules and battery
packs, as well as
large-scale energy
storage, unit energy
storage, medium-
sized energy
storage, home
storage, portable
storage and other
full range products,
headquartered in
Jiangsu, China
30% deposit, 30%
payment before
shipment, 30%
payment upon
acceptance and 10%
warranty fulfillment
payment
Bank transfer
or banks’
acceptance bill
Lithium-ion
battery
intelligent
equipment,
intelligent
logistics
equipment
Customer G /H1118/H1118/H1118 654.0 3.9% 2022 A company that
primarily engages in
energy storage
technology services,
battery
manufacturing and
sales of battery and
intelligent power
transmission,
distribution and
control equipment,
headquartered in
Ningxia, China
30% deposit, 30%
payment before
shipment, 30%
payment upon
acceptance and 10%
warranty fulfillment
payment
Bank transfer Intelligent
logistics
equipment
Total/H1118/H1118/H1118/H1118/H1118/H11189,403.2 57.0%
BUSINESS
– 215 –


--- page 227 ---
Year ended December 31, 2024
Customer
Transaction
amount
Percentage to
total revenue of
our Group
Y ear of
commencement
of business
relationship
Background
and principal business
activity
Credit
terms Payment method
Major products
purchased
(approximate
RMB millions)
Customer B /H1118/H1118/H1118 1,787.4 15.2% 2015 A company that
primarily engages in
R&D, production
and sales of EV and
ESS batteries,
headquartered in
Jiangsu, China and
listed on the Hong
Kong Stock
Exchange
30% deposit, 30%
payment before
shipment, 30%
payment upon
acceptance and 10%
warranty fulfillment
payment
Bank transfer
or banks’
acceptance bill
Lithium-ion
battery
intelligent
equipment,
intelligent
logistics
equipment
Customer I /H1118/H1118/H1118 1,159.9 9.9% 2018 A company that
primarily engages in
R&D, production
and sales of
lithium-ion batteries
for electric vehicles,
headquartered in
Sweden
30% deposit, 25%
payment upon
factory acceptance
test, 25% delivery
Payment and 20%
payment upon site
acceptance test
Bank transfer Lithium-ion
battery
intelligent
equipment
Customer A /H1118/H1118/H1118 988.7 8.4% 2013 A company that
primarily engages in
R&D, production
and sales of EV and
ESS batteries,
headquartered in
Fujian, China and
listed on the
Shenzhen Stock
Exchange and the
Hong Kong Stock
Exchange
30% deposit, 30%
payment before
shipment, 30%
payment upon
acceptance and 10%
warranty fulfillment
payment
Bank transfer
or banks’
acceptance bill
Lithium-ion
battery
intelligent
equipment,
intelligent
logistics
equipment
BUSINESS
– 216 –


--- page 228 ---
Customer
Transaction
amount
Percentage to
total revenue of
our Group
Y ear of
commencement
of business
relationship
Background
and principal business
activity
Credit
terms Payment method
Major products
purchased
(approximate
RMB millions)
Customer H /H1118/H1118/H1118 893.7 7.6% 2020 A company that
primarily engages in
R&D, production
and sales of
lithium-ion battery
cells and modules
for fully electric or
hybrid electric
vehicles,
headquartered in
France
30% deposit, 50%
payment before
shipment, 10%
payment upon
acceptance and 10%
warranty fulfillment
payment
Bank transfer Lithium-ion
battery
intelligent
equipment
Customer F /H1118/H1118/H1118 526.3 4.5% 2018 A company that
primarily engages in
R&D, production
and sales of cells,
modules and battery
packs, as well as
large-scale energy
storage, unit energy
storage, medium
sized energy
storage, home
storage, portable
storage and other
full range products,
headquartered in
Jiangsu, China
30% deposit, 30%
payment before
shipment, 30%
payment upon
acceptance and 10%
warranty fulfillment
payment
Bank transfer
or banks’
acceptance bill
Lithium-ion
battery
intelligent
equipment,
intelligent
logistics
equipment
Total/H1118/H1118/H1118/H1118/H1118/H11185,356.0 45.6%
BUSINESS
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--- page 229 ---
Nine months ended September 30, 2025
Customer
Transaction
amount
Percentage to
total revenue of
our Group
Y ear of
commencement
of business
relationship
Background
and principal business
activity
Credit
terms Payment method
Major products
purchased
(approximate
RMB millions)
Customer A /H1118/H1118/H1118 2,829.0 27.2% 2013 A company that
primarily engages in
R&D, production
and sales of EV and
ESS batteries,
headquartered in
Fujian, China and
listed on the
Shenzhen Stock
Exchange and the
Hong Kong Stock
Exchange
30% deposit payment,
30% payment
before shipment,
30% acceptance
payment and 10%
warranty fulfillment
payment
Bank transfer
or banks’
acceptance bill
Lithium-ion
battery
intelligent
equipment,
intelligent
logistics system
Customer J /H1118/H1118/H1118 678.6 6.5% 2023 A company that
primarily engages in
the design,
development, and
manufacturing of
lithium batteries, as
well as providing
battery pack
solutions for various
energy storage
applications in
automotive and
industrial sectors,
headquartered in
South Asia
30% deposit payment,
40% payment
before shipment,
20% acceptance
payment and 10%
warranty fulfillment
payment
Bank transfer Lithium-ion
battery
intelligent
equipment
Customer M /H1118/H1118 652.8 6.3% 2013 A company that
primarily engages in
the manufacture of
lithium battery and
provides
rechargeable
lithium-ion battery
cells, packaging and
system integration
solutions.
30% deposit payment,
30% payment
before shipment,
30% acceptance
payment and 10%
warranty fulfillment
payment, or 30%
deposit payment,
30% payment
before shipment and
40% acceptance
payment
Bank transfer
or banks’
acceptance bill
Lithium-ion
battery
intelligent
equipment
BUSINESS
– 218 –


--- page 230 ---
Customer
Transaction
amount
Percentage to
total revenue of
our Group
Y ear of
commencement
of business
relationship
Background
and principal business
activity
Credit
terms Payment method
Major products
purchased
(approximate
RMB millions)
Customer N /H1118/H1118 651.3 6.3% 2018 A company that
primarily engages in
the research,
development,
production, and
sales of high-
efficiency batteries
and battery
components; as well
as providing
distributed PV
power station
system solutions,
headquartered in
Shanghai, China
and listed on the
Shanghai Stock
Exchange
30% deposit payment,
40% payment
before shipment,
20% acceptance
payment and 10%
warranty fulfillment
payment, or 30%
deposit payment,
30% payment
before shipment,
30% acceptance
payment and 10%
warranty fulfillment
payment
Bank transfer or
banks’
acceptance bill
PV intelligent
equipment
Customer L /H1118/H1118/H1118 636.2 6.1% 2020 A company that
primarily engages in
production, lease,
sales of passenger
vehicles including
engines, power
batteries,
components and
parts, as well as
production
equipment and
after-sale service
and technical
service of its own
products,
headquartered in
Shenyang, China
30% deposit payment,
50% payment
before shipment,
10% acceptance
payment and 10%
warranty fulfillment
payment
Bank transfer Automotive
intelligent
production line
Total /H1118/H1118/H1118/H1118/H11185,447.9 52.4%
BUSINESS
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--- page 231 ---
During the Track Record Period, Customer A and its subsidiaries owned more than 5% of
the Company’s share. The pricing relating the sales of our productions to Customer A and its
subsidiaries were determined on the basis of arm’s length and negotiated with reference to
historical and market transaction prices, taking into account various factors, including, but not
limited to, the type of products and services, transaction volume and the prices for the sales of
products of similar nature, type and quantity to Independent Third Parties in the market. As of
the Latest Practicable Date, Customer A and its subsidiaries owned less than 5% of the
Company’s share. To the knowledge of our Directors and save as disclosed, as of the Latest
Practicable Date, none of our Directors and their respective associates or any Shareholders
holding more than 5% of our issued share capital had any interests in any of our five largest
customers in each year of the Track Record Period. One of our top five customers in 2024 is
currently in reorganization and bankruptcy proceedings. We generated revenue from such
customer of RMB242.3 million, RMB18.8 million, RMB1,159.9 million and RMB74.9 million
in 2022, 2023, 2024 and the nine months ended September 30, 2025, respectively, each
accounting for less than 10% of our total revenue for the respective year. We proactively
negotiated with and take measures against such customers and reached settlement agreements
regarding respective outstanding purchase orders. The outstanding payment amount from such
customer is insignificant after taken into the consideration of settlement agreement. Given (i)
the outstanding balance from such customer during the Track Record Period had been
insignificant; (ii) we have been carefully assessing and selectively entering into future business
arrangement with such customer, we believe the aforementioned incident did not and will not
have a material adverse impact on our business operations and financial conditions. During the
Track Record Period and up to the Latest Practicable Date, to the best knowledge of our
Directors, our Group did not have any material disputes with its customers or face any major
return of defective products.
Pricing
The selling prices of our products are jointly determined by our cost center, finance
department and the sales and marketing departments considering factors of labor cost, cost of
raw components and price of comparable products and solutions in the market and are
approved by the management team of the sales and marketing departments. Due to the highly
customized nature of our offerings, prices may vary significantly based on material variations,
design adaptations, and additional features required by individual customers. Before finalizing
a quote, we engage in thorough communication with our customers to understand their
technical and business needs and comprehensively assess the technological requirements of the
products and solutions and the cost of potential substitutes. Given the diverse range of our
product portfolio across multiple industries, each project is evaluated based on industry-
specific factors, regulatory requirements, and unique customer demands, making standardized
pricing less applicable. We constantly optimize our products based on market dynamics and
technological innovation and employ various cost-reduction measures to provide products with
price advantages. However, final pricing is often determined through individual negotiations,
taking into account order volume, long-term partnership potential, customization complexity,
and competitive positioning, resulting in case-by-case pricing tailored to each customer’s value
perception.
BUSINESS
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--- page 232 ---
INTELLECTUAL PROPERTY
We consider our patents, trade secrets and other intellectual property rights to be some of
the factors on which our business depends. We seek to protect our intellectual property and
proprietary rights primarily through intellectual property laws, relying on a combination of
patent, trademark, trade secret and other intellectual property laws in China and other
countries. As of September 30, 2025, we had obtained 3,336 registered patents, including 533
invention patents, 2,703 utility model patents and 100 design patents, 306 software copyrights,
215 trademarks and 12 domain names in China.
We proactively manage our intellectual property portfolio to safeguard our innovations
and maintain a competitive edge in the market. One of our primary measures is applying for
patent protection for our core technologies, which enables us to secure exclusive rights and
prevent unauthorized use. In addition to patents, we conduct international registration and
expanded-scope registration for our registered trademarks, ensuring that our brand is protected
on a global scale. We also pursue other proprietary legal rights for our technologies and
products, fortifying our position against potential challenges.
To further protect our intellectual property rights, we take a multi-faceted approach that
includes signing confidentiality agreements with our suppliers and trade secret protection
agreements with our employees. These agreements are critical in safeguarding our trade secrets
and sensitive information from disclosure. Additionally, we have established protocols for
monitoring potential infringements of our intellectual property. This vigilance allows us to take
prompt action against any violations, ensuring that our rights are upheld and our innovations
are protected. By employing these comprehensive strategies, we effectively manage our
intellectual property and foster an environment of innovation within our organization.
During the Track Record Period and up to the Latest Practicable Date, to the best of our
knowledge, we were not aware of any legal proceedings preventing us from exploiting our
intellectual property rights in a manner that would materially and adversely affect our business,
or legal proceedings brought against us for infringement of intellectual property rights that
would have a material adverse effect on our business, financial condition or results of
operations.
INFORMATION TECHNOLOGY
Information technology systems are crucial for staying competitive and running
efficiently. We use and maintain IT systems that grow alongside our business. These systems
cover various aspects of our operations, such as inventory management, production, quality
control, external relationship management, internal relationship management and operation
management. Our IT team is responsible for developing and maintaining these systems to
support our business growth and tailor them to our specific needs. Below, we describe our key
information technology systems:
BUSINESS
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--- page 233 ---
ERP system . Our enterprise resource planning (“ ERP”) system is based on SAP S4
HANA and serves as the foundation for our digital transformation. It integrates multiple
business functions, including procurement, planning, production, quality management,
research and development (R&D), sales, finance and cost management. It can deliver real-time
data analysis and provide advanced tools that facilitate project management, data analysis and
product life cycle management, helping to streamline operations, optimize processes and
increase collaboration among departments. It supports strategic decision making, while
optimizing resource allocation. By facilitating the management of key activities such as
production planning, inventory management, procurement, supply chain operations and
finance, our ERP system ensures compliance with industry regulations and standards,
promoting seamless operations throughout our organization.
MES. Our manufacturing execution system (“ MES”) is an essential component that
serves as a critical link between the ERP system and our production operations. The MES
encompasses key functionalities such as production scheduling, resource management, quality
control, data collection and real-time monitoring of plant personnel, equipment and materials.
By enabling timely inspections and assessments, the MES enhances production efficiency,
reduces downtime and mitigates production errors, thus optimizing our manufacturing
processes and improving resource utilization. Furthermore, the MES provides critical
operational visibility, supports agile decision-making and facilitates smart manufacturing and
lean production. Ultimately, this system strengthens our competitiveness and responsiveness to
market demands.
SRM system . Our supplier relationship management (“ SRM”) system is designed to
optimize cooperations with our supplier and enhance procurement processes. It features
comprehensive supplier evaluation tools, efficient contract management and performance
monitoring based on relevant KPIs. The system promotes collaboration and communication
with suppliers, incorporates risk management frameworks and offers data analytics for insights
into supplier performance and spending trends. Additionally, the SRM system integrates
seamlessly with existing ERP systems, ensuring cohesive information flow across departments,
ultimately contributing to improved supplier relationships, enhanced efficiency and a
competitive advantage in the marketplace.
CRM system . Our customer relationship management (“ CRM”) system is designed to
manage and analyze customer interactions and data throughout the customer lifecycle. Its
primary functions encompass customer management, opportunity tracking, quoting, contract
management, planning, payment collection and customer service. The system systematically
organizes customer information, automates marketing tasks, tracks customer interactions and
provides valuable insights into customer behavior and preferences. By integrating with
application systems such as ERP and MES, information can be communicated and shared
effectively. This enables us to enhance our internal collaborations between departments,
personalize communications, optimize sales processes and, ultimately, enhance customer
satisfaction.
BUSINESS
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--- page 234 ---
COMPETITION
We compete in the large and highly competitive new energy intelligent equipment market
in China and globally. According to Frost & Sullivan, the global market size for lithium-ion
battery intelligent equipment is expected to grow from RMB49.8 billion in 2024 to RMB137.2
billion in 2029 with a CAGR of 22.5%; the global market size for PV intelligent equipment
market is expected to decrease from RMB176.9 billion in 2024 to RMB131.3 billion in 2029
with a CAGR of -5.8%; the global market size for intelligent logistics equipment is expected
to grow from RMB133.9 billion in 2024 to RMB338.1 billion in 2029 with a CAGR of 20.3%.
We face potential competition with major Chinese and international manufacturers. In
2024, the aggregated market share of the top five players in global new energy equipment
market reached 15.2%, in terms of revenue. We believe that our ability to be differentiated from
our competitors depends upon many factors, including, but not limited to, our strategic
business layout, predominant international presence, development strategy across sectors,
industry-leading technological R&D and non-standard customization capabilities, strong
partnerships with major customers, sustainable development models, experienced management
team and sustainable talent incentive system.
See “Industry Overview” and “Risk Factors — Risks Relating to Our Business and the
Industry in Which We Operate — We may fail to maintain or improve our market position or
respond successfully to changes in the competitive landscape.”
EMPLOYEES
As of September 30, 2025, we had a total of 15,165 full-time employees, among which
14,973 were located in China, 162 were located in Germany and 30 were located in other
overseas regions. The following table sets out a breakdown of our employees by business
function as of the same date:
Function
As of September 30, 2025
Number of
Employees Percentage
Manufacturing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,019 52.9%
Sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118203 1.4%
R&D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,116 27.1%
Finance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118187 1.2%
Administration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118195 1.3%
Operation Management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,067 13.6%
Quality control /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118378 2.5%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,165 100.0%
BUSINESS
– 223 –


--- page 235 ---
Our workforce comprises highly trained workers and professionals from various fields
and academic backgrounds, engineering, finance and management many of whom have
extensive knowledge and experience in the new energy equipment manufacturing business. To
further enhance our talent pool and attract top candidates, we have established scholarships and
hiring programs with top universities in China, including Tsinghua University. As of September
30, 2025, 43.6% of our employees held a bachelor’s degree or higher and 6.0% of our
employees held a master’s degree or above. We enter into standard employment contracts and
confidentiality agreements with our employees. We also enter into non-competition agreements
with our key employees.
We value our employees and are committed to providing competitive compensation and
benefits. Our compensation system consists of basic salaries, performance-based incentives
and bonuses and other benefits such as housing allowances, catering and transportation benefits
and holiday gifts. We participate in social security plans, including pension, unemployment
insurance, childbirth insurance and medical insurance and housing funds. We have also
implemented certain restricted share incentive schemes and stock option incentive plans.
We invest heavily in our employees and have developed sophisticated and systematic
training programs to improve their skills and knowledge. We provide a variety of professional
training to our employees at various levels according to their career development stages. The
topics of our training programs include R&D, engineering, sales and marketing and leadership.
During the Track Record Period and up to the Latest Practicable Date, we had not
experienced any major labor dispute or disturbance that had interfered with our operations and
we believe we maintain good employee relations.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Governance
ESG Concepts and Strategies
We attach great importance to environmental, social and governance (‘ESG’). By
strengthening our internal governance and environmental and occupational health and safety
management, we are committed to creating a healthy and safe working environment for all our
employees. At the same time, we are committed to improving our equipment, facilities and
production processes to save energy and reduce waste emissions, reflecting our adherence to
green development. Our management system is certified as the ISO9001 quality management
system, ISO45001 occupational health and safety management system, ISO14001
environmental management system, ISO50001 energy management system, ISO27001
information security management system and ISO37001 anti-bribery management system. We
are also committed to compliance with laws and regulations and will comply with Appendix
C2 of the Listing Rules requirements to publish an ESG report annually. At the beginning of
2024, we joined the UN Global Compact, signifying our commitment to the sustainable
development of our business.
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ESG Governance
We highly value ESG-related governance and have formed an ESG Management
Committee under the Company’s Board of Directors, which takes full charge of ESG
governance. We implemented comprehensive management policies encompassing labor rights,
business ethics, environmental protection and health & safety measures through our ESG
Management Policy and the Guideline of the ESG Management Committee, and have
established a system that includes compliance with laws and regulations and risk identification,
as well as setting objectives, indicators and plans. The Board of Directors considers and
approves ESG strategies and oversees the ESG Management Committee, while the ESG
Management Committee directs and manages ESG work, monitors risks and opportunities and
sets development strategies.
To ensure effective ESG communication, we’ve developed an ESG strategy with
measurement and tracking mechanisms. We’ve established procedures for departmental
objectives, including regular inspections. Training programs are planned to boost employees’
ESG understanding. Also, we’ll disclose ESG objectives and guidelines in the annual ESG
report to enhance transparency.
ESG Risk Management and Opportunity Assessment
Natural disasters, epidemics, or other unforeseen events pose significant business risks.
Such events could disrupt production and the supply chain, resulting in potential financial
losses and work stoppages. Power shortages are a challenge as they could cause disruptions to
the manufacturing process and delay deliveries. Stricter waste disposal requirements increase
the likelihood of environmental contamination and regulatory violations, which could result in
significant fines and reputational damage.
We attach importance to the construction of a risk management system and have
formulated the risk management policy to identify, analyze, assess and prioritize the risks
(including ESG-related risks) in our operations and to ensure that the Board of Directors, as
the decision-making level of risk management in the Company, understands the material risks
faced by the Company and keeps risks within acceptable levels.
Business Ethics and Anti-corruption
We attach importance to business ethics and integrity. We have built a compliance system
and formulated policies such as the Integrity Management System and the Code of Business
Conduct for Employees. We have set up a reporting channel to prevent and detect fraud, and
our employees, customers, suppliers and other members of the community can report through
telephone hotlines, e-mails and the WeChat Official Account. All reports are initiated in
accordance with the approved investigation program, and after the investigation is completed,
the findings are reported to the relevant management and a written report is filed. Audit and
Inspection Department fully protects whistleblowers and all whistleblower information is
strictly confidential.
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We require our suppliers to sign a Supplier Anti-Bribery Declaration, which they
undertake in writing to comply with the ethical requirements set out in the declaration.
In April 2023, we joined the Trust and Integrity Enterprise Alliance as a member, while
in December 2023, we were elected as a director of the China Enterprise Anti-Fraud Alliance.
During the Track Record Period and up to the Latest Practicable Date, we have not been
involved in any legal proceedings relating to corruption, bribery or fraud.
Environmental
Climate-related Risk Management and Response
We monitor climate change trends and weather forecasts, take appropriate precautions and
establish Emergency Preparedness and Response Control Procedures. During the Track Record
Period, we participated in the CDP (Carbon Disclosure Project), through which we submitted
our performance and initiatives regarding climate change and water resources. We achieved a
B-grade rating in the areas of climate and water security in 2024.
Physical Risks . Our business is subject to physical risks from extreme weather events
such as typhoons and heavy rains. Such events may result in power outages, flooding and other
disruptions. Such events may result in safety concerns, forced suspension of research and
production activities and increased operating costs. The impact on our production capacity
could be significant and result in delays and financial losses.
Transition Risks . We face transformation risks from the growing interest of regulators,
investors and customers in our ESG performance. Ongoing ESG-related regulations raise the
bar on corporate practices and disclosures regarding emissions, resource use and community
relations. Investors emphasize ESG principles and incorporate corporate ESG performance into
their investment decisions. At the same time, customers are becoming more environmentally
conscious, preferring products designed and manufactured with green and sustainable
elements.
Climate-related Opportunities . Potential policy changes and societal trends related to
ESG, such as investors considering a company’s ESG performance in their investment
decisions and customers’ preference for products that incorporate green elements in their
design and manufacturing, also present opportunities for us. Our focus on developing green and
low-carbon technologies enables us to capitalize on these trends.
Protection of the Environment
Our operations comply with various existing applicable environmental laws and
regulations promulgated by the PRC government that have a significant impact on our
operations. We adhere to the environmental policy of caring for the earth, energy saving and
consumption reduction, clean production and green environmental protection. We make
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continuous improvements, endeavor to minimize the negative impact of our business activities
on the environment and ensure that our environmental protection work is legal and compliant.
We have adopted the Environmental Management Policy as the program document for our
environmental and occupational health and safety management, as well as the norms and
guidelines for our internal ecological management and our commitment to external related
parties. We have also formulated internal environmental protection management guidelines,
such as Waste Gas Emission Management Regulations, Storm Water and Wastewater
Management Procedures, Solid Waste Management Procedures, Chemical Control Operating
Procedures and Noise Management Systems.
We focus on resource consumption, greenhouse gas emissions and waste disposal during
our operations. We strive to optimize our routine practices to manage the environmental and
climate-related risks arising from our business and manufacturing activities. During the Track
Record Period and up to the Latest Practicable Date, we have not been subject to any material
fines or other penalties for breaches of relevant environmental, social and governance
legislation.
Based on an analysis of publicly disclosed ESG emissions data from peer companies, our
company demonstrates relatively lower levels of carbon emission intensity, waste discharge
intensity, and resource consumption intensity compared to industry benchmarks.
GHG emissions
Greenhouse gas emissions . Scope 1 and Scope 2 greenhouse gas (“ GHG”) emissions from
our day-to-day operations are primarily from electricity consumption, while our consumption
of water resources and gas primarily stems from daily office operations and the staff canteen.
We plan to include Scope 3 Greenhouse gas emissions in our subsequent annual ESG reports.
The following table sets out the breakdown of Scope 1 and Scope 2 emissions for the years
indicated:
Categories
Y ear ended December 31 Nine months ended
September 30,
20252022 2023 2024
Scope 1 1 Greenhouse gas
emissions (tons CO 2
equivalent) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118509.84 1,152.99 1,902.61 712.76
Scope 2 1 Greenhouse gas
emissions (tons CO 2
equivalent) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,900.95 27,320.65 32,317.98 32,097.39
Scope 3 2 Greenhouse gas
emissions (tonnes CO 2
equivalent) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,879,554.32 4,008,964.95 –
Total3 (tons CO 2 equivalent) /H1118/H1118/H111837,410.80 12,908,027.96 4,043,185.54 32,810.14
GHG emissions intensity 4
(tons CO 2 equivalent/millions
in income) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.70 1.73 2.91 3.16
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Notes:
1. The above data does not include the Greenhouse gas emission data of the South China region in 2023. The
Company started the carbon inventory work in 2023, considering that the impact of carbon emissions in the
South China region is insignificant in this year.
2. Figures relating to Scope 3 GHG emissions were calculated in accordance with Appendix 2 to How to prepare
an ESG Report: Reporting Guidance on Environmental KPIs issued by the Hong Kong Stock Exchange, and
referred to the standard of ISO 14064-1 “Specification with Guidance for the Quantification and Reporting of
Greenhouse Gas Emissions and Removals at the Organizational Level”, combined with our internal records and
best estimates. Scope 3 GHG emissions mainly include data on Indirect emissions from transportation, Indirect
emissions from products and services utilized by the organization, as well as Emissions associated with the
downstream use phase of the organization’s products.
3. The sum of the components may not equal the total due to rounding.
4. Emission intensity is calculated based on Scope 1 and Scope 2 carbon emission data.
Key changes in carbon emission and the reasons are as follows:
(a) The overall carbon emissions increased significantly from 2022 to 2023, primarily
due to the inclusion of Scope 3 carbon emission data in the 2023 data collection
scope;
(b) Scope 1 and Scope 2 carbon emissions showed an annual upward trend. This is
attributed to the expanded data collection scope covering two additional production
sites in Zhuhai, leading to an overall increase in operational emissions. Furthermore,
the refilling of heptafluoropropane fire extinguishers in 2024 contributed to this
rise;
(c) There was a decrease in Scope 3 carbon emissions from 2023 to 2024, primarily due
to a reduction of sales in the volume of high-carbon-emission products.
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Three-waste Management
In accordance with relevant national and local laws and regulations and taking into
consideration the current situation of our company, we have formulated internal management
policies for water, gas, noise and solid waste. We actively carry out environmental pollution
control and waste emission management as well as regularly supervise and monitor the status
of the “three wastes” (wastewater, waste gas and solid waste) emissions to ensure compliance
with emission standards. Additionally, we continuously upgrade and retrofit our treatment
facilities to meet higher standards. Furthermore, we have appointed third-party testing units to
conduct tests on our water, gas and noise, all of which must meet the relevant emission
standards. The following table sets out the breakdown of waste generated during the years
indicated:
Categories
Y ear ended December 31 Nine months ended
September 30,
20252022 2023 2024
Hazardous waste generation
(tons) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111892.39 91.08 67.98 30.33
Hazardous waste generation
density (tons/millions in
revenue) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.01 0.01 0.01 0.00
Non-hazardous waste
generation
1 (tons) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118969.19 977.83 1,062.09 2,846.10
Non-hazardous waste generation
density (tons/millions in
revenue) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.07 0.06 0.09 0.27
Industrial wastewater discharge
2
(thousands of tons) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– –
Industrial wastewater discharge
intensity (thousands of
tons/millions revenue) /H1118/H1118/H1118/H1118/H1118/H1118––– –
Exhaust emissions (tons) /H1118/H1118/H1118/H1118/H1118/H11180.16 0.22 0.13 0.09
Exhaust emission intensity
(tons/millions in revenue) /H1118/H1118/H1118 0.00 0.00 0.00 0.00
Notes:
1. Household waste is not included due to the fact that it is not weighed during actual disposal.
2. The Company does not generate or discharge industrial wastewater, the main source of sewage is daily water
usage of office operations.
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Energy Management
Resource Consumption . Our daily resources are mainly electricity, water and natural gas.
We actively promote energy conservation to reduce the use of resources. In 2024, we offset
7,000 megawatt-hours (MWh) of emissions from purchased electricity consumption in the
previous year by applying for the I-REC (International Renewable Energy Certificate). The
following table sets out the breakdown of electricity, water and natural gas consumed during
the years/periods indicated:
Categories
Y ear ended December 31 Nine months ended
September 30,
20252022 2023 2024
Electricity consumption 1
(millions of kWh) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864.70 55.11 60.23 59.82
Power consumption intensity
(millions of kWh/millions in
revenue) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.00 0.00 0.01 0.01
Water consumption (thousands
of tons) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118224.28 306.44 333.79 276.93
Water consumption intensity
(kt/millions in revenue) /H1118/H1118/H1118/H1118/H11180.02 0.02 0.03 0.03
Natural gas use (thousands of
cubic meters) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118235.83 180.91 105.95 67.64
Natural gas intensity of use
(thousands of cubic
meters/millions in revenue) /H1118/H1118 0.02 0.01 0.01 0.01
Note:
1. The electricity consumption shown is that of mainland China, overseas consumption is excluded due to its
small proportion.
Targets and Measures
We have established quantitative targets and implemented various measures to reduce
environmental, social and climate-related impacts on our business. Our quantitative targets
include consistently maintaining zero major safety incidents as defined by current regulations,
zero environmental incidents, achieving carbon peaking at the company’s core operational
level by the end of 2030, and achieving carbon neutrality at the core operational level by the
end of 2035.
In terms of energy consumption, our targets within the next three years are as follows:
(1) Reduce electricity consumption by 10% per RMB million of output value compared
to 2024 levels, while increasing the proportion of green electricity usage to 15%.
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(2) Decrease gas consumption in our self-operated business by 5% per RMB million of
output value compared to 2024 levels.
(3) Maintain water consumption per thousand employees within (+/-)5% of 2024 levels.
In support of these objectives, we conducted our first carbon inventory in 2024 and
obtained an ISO14064 Greenhouse Gas V erification Statement. In daily operation, we have
implemented a series of measures across our supply chain management, research and
development, production and digital transformation, specifically including the following:
(1) Supply chain management
We have integrated environmental standards into our supplier selection process to
ensure compliance with our policies on energy conservation, emission reduction, clean
production and green environmental protection.
(a) Raw Material Procurement : For the procurement of raw materials such as
cables, wires, and components, we strictly adhere to relevant EU requirements,
including the Restriction of Hazardous Substances (RoHS) and Registration,
Evaluation, Authorization and Restriction of Chemicals (REACH), to
rigorously control hazardous substances and manage pollutant emissions from
the source.
(b) Supplier Onboarding and Selection : The company has established supplier
management policies and procedures. During the supplier onboarding process,
a comprehensive evaluation is conducted on the supplier’s delivery quality,
social responsibility, and technological capabilities, with priority given to
suppliers whose values align with the company’s development philosophy.
(c) Continuous Evaluation and Tiered Management : The company regularly
assesses suppliers based on dimensions such as product quality, environmental
impact, and social impact. Suppliers are then tiered and provided with
corresponding support policies based on their performance.
(2) R&D
We are committed to optimizing and innovating green product design. By
substituting high-carbon raw materials, reducing product consumables and optimizing
manufacturing processes, we have developed low-energy, high-efficiency products that
reduce the carbon footprint from the source.
Leveraging our deep technical expertise and innovative capacity, we have developed
a high-precision, high-efficiency and highly intelligent large-width lithium-ion extrusion
coating machine. This machine adopts various energy-saving measures, such as insulation
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optimization, return-air compensation technology and negative-pressure make-up air
technology, and the machine not only achieves more efficient production but also helps
us practice our green commitment to sustainability development.
(3) Production equipment upgrades
In the production process, we have reduced the environmental impact of our
processes by adopting equipment innovations to achieve energy savings.
Equipment Specific action Purpose
1. Air-pressure system /H1118/H1118Dynamic inspection
through the
Mogulinker platform
provides data for
energy efficiency
optimization
Achieving reductions in
energy consumption
2. Air-conditioning
system /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Implementation of
seasonal habitual
temperature control
standards (26°C set for
summer /H1135030°C, 20°C
set for winter /H113495°C)
Optimization of shop
floor air conditioning
as a percentage of
electricity consumption
3. Engineering vehicle /H1118/H1118100% conversion of
engineering vehicles to
electrified mode in
domestic production
bases/facilities
Building low-carbon
transportation
4. In-plant recycling
packaging system /H1118/H1118/H1118/H1118
Implementation of
recycled crates as an
alternative to wooden
pallets
Reducing wood
consumption and
decreasing carbon
emissions
5. Full life cycle
management of plastic
pallets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Implementation of plastic
pallets to replace
traditional wooden
pallets
Reducing material loss
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SOCIAL RESPONSIBILITY
Product Responsibility
Based on market demands and integrating the advanced quality management experience
in industry, to fulfill the quality philosophy of ‘craftsmanship, excellence and the pursuit of
excellence, perfect delivery,’ we have established a comprehensive quality management system
of the whole life cycle, from supply chain management to after-sales service, clarified the
quality objectives and assessment mechanism and consolidated quality responsibilities at each
stage. Meanwhile, the company has independently built a Whole-process Quality Management
System, constructing a whole-process quality management platform based on R&D quality,
design quality, supply chain quality, processing and assembly quality and commissioning
service quality, from the incubation stage of product design to the delivery site, while realizing
100% quality traceability and control of each product through the system.
We are committed to protecting the security of data generated during or in connection
with the operation of our business, including our company and transactions with our customers,
and have policies in place to implement data security measures to ensure the security of data
relating to our business and transactions with our customers. In addition, we take technical and
organizational measures to regulate our sales and marketing activities in compliance with
applicable laws and regulations in the jurisdictions in which we operate.
Diversity, Equality and Inclusion
We are committed to providing and maintaining a healthy and safe workplace for our
employees. We are certified by the ISO45001 Occupational Health and Safety Management
System to minimize occupational health and safety risks and to safeguard the well-being of our
employees and the surrounding community. Through the Management Manual, Emergency
Preparedness and Response Control Procedures, Safety Incident Management Procedures and
various other procedural documents and management practices, we set out in detail our
operating practices, emergency plans, hazardous chemical safety management and pollution
prevention measures.
To ensure compliance with applicable laws and regulations, we conduct EHS training
sessions for our employees through our internal policies. The training is conducted through a
combination of online and offline means to ensure comprehensive and convenient coverage.
During the Track Record Period and up to the Latest Practicable Date, we have not been
involved in any work-related fatalities or significant work-related injuries or penalized for any
major non-compliance with work safety laws and regulations.
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Responsible Procurement
We attach great importance to supplying chain management and have formulated systems
and norms, such as Supplier Management Procedures and Procurement Management
Procedures, to standardize supplier management, define the access standards of new suppliers
and carry out supplier qualification assessment and evaluation regularly, to ensure that
suppliers carry out the company’s environmental and social responsibility requirements.
We have taken the following measures to ensure that our suppliers take environmental and
social responsibility seriously.
We have established a comprehensive supplier access assessment mechanism, including
written investigation and confirmation of the essential qualifications of suppliers before
introducing new suppliers, organizing various relevant departments to participate in audits in
collaboration with each other and comprehensively assessing the suppliers’ delivery capability,
cost capability, technical capability, quality and after-sales service and corporate social
responsibility. At the same time, we signed Supplier Confidentiality Agreements and Quality
Assurance Agreements with qualified suppliers and continuously strengthened our
management through regular audits after cooperation. We conduct annual audits of our
suppliers, whereby purchasing and technical personnel jointly score and evaluate them based
on an audit form, checking their operating environment, process and artistry quality, etc.
We attach great importance to responsible sourcing and have formulated the Supplier
Sustainability Commitment, requiring suppliers to comply with the Supplier Code of Conduct,
sign the Statement of Requirements for Restricted Substances and Candidate Substances for the
control of restricted substances and refrain from purchasing conflict minerals for the
management of responsible minerals.
We conducted the Global Supplier Conference and the Supplier Quality Conference in
February and September 2023, respectively, for supplier quality management and total
empowerment.
Community Contribution
We attach great importance to social responsibility and actively contribute funds and
materials to support rural revitalization, care for the elderly and disabled and assist in
education, among other areas. Our supported projects include establishing the “Wang Y anqing
Scholarship” at six key universities (Harbin Institute of Technology, Southeast University,
Huazhong University of Science and Technology, Nanjing University of Science and
Technology, China University of Mining and Technology and Hefei University of Technology)
from 2021 to 2023. Additionally, we have set up a charity fund to assist employees facing
financial difficulties. Furthermore, we actively participate in community activities. In 2023, we
made multiple visits to Hongqi Community and Tangnan Community in Xinwu District to
provide life care for elderly people living alone.
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PROPERTIES
We own and lease properties in the PRC and overseas for the use of manufacturing, R&D
and office purposes. As of the Latest Practicable Date, all our production facilities were based
in China. Our headquarters are located in Wuxi, Jiangsu Province, China.
Owned Properties
As of September 30, 2025, we held the land use rights of 24 parcels of land with an
aggregate site area of approximately 397,325.93 m
2 in China. All of these land parcels have
been granted land use right certificates. As of September 30, 2025, we owned 23 properties in
China with a total gross floor area of approximately 579,848 m
2. These land parcels and
properties are primarily used for business operations, production and warehousing purposes.
We have obtained all title certificates for these properties in China.
Leased Properties
As of September 30, 2025, we leased 19 properties in China with an aggregate gross floor
area of approximately 517,327.5 m
2 that are primarily used for office and production purposes,
and one property in Germany with an aggregate gross floor area of approximately 769 m 2 that
is primarily used as office space. The leases generally have a term ranging from one to five
years.
As of the Latest Practicable Date, all lease agreements of the Group were not registered
with the appropriate government authorities. As advised by our PRC Legal Advisor, failure to
complete the registration of the lease agreements may result in a fine on the relevant entity
ranging from RMB1,000 to RMB10,000 imposed by the relevant authorities. During the Track
Record Period, in relation to the aforementioned leased properties, we have not been penalized
or fined by the relevant authorities. Our PRC Legal Advisor is of the view that the
aforementioned failure to complete the registration of the lease agreements will not have a
material adverse impact on our business operations. The failure to complete the registration of
the lease agreements does not affect the validity of the lease agreements, nor does it affect our
normal use of the leased property, and it will not have a major impact on our production and
operations. Therefore, we believe that the failure to complete the registration of the lease
agreements will not materially and adversely affect our business, the results of operations or
our financial condition.
As of the Latest Practicable Date, 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 Prospectuses 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.
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INSURANCE
We have in place the mandatory insurance policies required by PRC laws and regulations
and in accordance with the commercial practices in our industry. We maintain property risks
insurance to protect the loss of fixed assets such as machinery, equipment and inventory due
to events such as theft and natural disasters. Our employee-related insurance consists of
pension insurance, maternity insurance, unemployment insurance, work-related injury
insurance, medical insurance and housing provident funds. During the Track Record Period and
up to the Latest Practicable Date, we did not file any material insurance claims in relation to
our business. See “Risk Factors — Risks Relating to Our Business and the Industry in Which
We Operate — The insurance coverage we have may not adequately protect us against all
operating risks.”
LICENSES AND APPROV ALS
We are subject to regular inspections, examinations and audits by local regulators and are
required to obtain various permits, licenses, approvals and certifications from governmental
authorities as required under the laws and regulations of jurisdictions where we operate.
During the Track Record Period and up to the Latest Practicable Date, we had obtained the
requisite licenses, approvals and permits from applicable authorities that are material for our
operations, and such licenses, permits, approvals and certificates were valid and effective. We
had not experienced any material difficulty in obtaining and/or renewing such licenses,
approvals and permits.
Set forth below is a list of material permits, licenses and filings held by us as of the Latest
Practicable Date:
License/Filing/Qualification Holder Expiration date
Consignee and Consignor of
Import/Export Goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118
the Company, Wuxi Guangdao,
Jiangsu Lead Technology
Co., Ltd, Jiangsu Qingdao
Intelligent, Jiangsu Andao
Intelligent Equipment
Co., Ltd., Zhuhai Titan and
Guangdong Beidao
N/A
Radiation Safety License /H1118/H1118/H1118/H1118/H1118/H1118the Company October 30, 2028
Stationary Pollution Source
Discharge Registration /H1118/H1118/H1118/H1118/H1118/H1118
the Company June 12, 2029
Stationary Pollution Source
Discharge Registration /H1118/H1118/H1118/H1118/H1118/H1118
Zhuhai Titan September 25, 2030
Stationary Pollution Source
Discharge Registration /H1118/H1118/H1118/H1118/H1118/H1118
Zhuhai Lead New Power
Electronics Co., Ltd
November 29, 2027
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REGULATORY COMPLIANCE AND LEGAL PROCEEDINGS
We may, from time to time, become a party to various litigation, arbitration or
administrative proceedings arising in the ordinary course of our business. During the Track
Record Period and up to the Latest Practicable Date, there were no material litigation,
arbitration or administrative proceedings pending or threatened against us or any of our
directors that could have a material or adverse effect on our business, our financial condition
or the results of operations.
Regulatory Compliance
During the Track Record Period and up to the Latest Practicable Date, we had not been
and were not involved in any material incidents of non-compliance. Our Directors are of the
view that we had complied, in all material respects, with all relevant laws and regulations in
China during the Track Record Period and up to the Latest Practicable Date. Our German law
advisor is of the view that we had complied with relevant German laws and regulations during
the Track Record Period and up to the Latest Practicable Date.
Legal Proceedings
We are, from time to time, party to court, arbitral and administrative proceedings arising
in the ordinary course of our business operations. During the Track Record Period and up to
the Latest Practicable Date, we and our major subsidiaries are not involved in any court,
arbitral or administrative proceedings that we believe may be of material importance to our
assets and liabilities or profits and losses nor, so far as we are aware, are any such proceedings
pending or threatened. See “Risk Factors — Risks Relating to Our Business and the Industry
in Which We Operate — We may be involved in legal and other disputes and claims from time
to time arising from our operations and any litigation, legal and contractual disputes, claims or
administrative proceedings against us and any failure to comply with relevant laws and
regulations may expose us to legal risks.”
RISK MANAGEMENT AND INTERNAL CONTROL
We are exposed to various risks during our operations. We have established risk
management systems with relevant policies and procedures that we believe are appropriate for
our business operations. Our policies and procedures relate to managing our procurement and
production, as well as monitoring our sales performance and product quality.
To monitor the ongoing implementation of our risk management policies and corporate
governance measures after the Global Offering, we have adopted, or will continue to adopt,
among other things, the following risk management measures:
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Governance and Structure :
 A robust corporate governance structure with clearly defined roles and
responsibilities for the board of directors, Supervisory Committee and management;
this includes established rules and regulations for shareholder meetings, board
meetings and Supervisory Committee meetings; and
 a well-defined organizational structure with clearly defined responsibilities for each
department.
Control Procedures :
 Risk-based approach: Internal controls are implemented based on a risk
assessment of our operations. High-risk areas (such as procurement, sales and
investment) receive particular attention.
 Transaction authorization: Clear authorization procedures are in place for
transactions, categorized by the transaction amount and nature. Significant
transactions require higher-level approval (board of directors’ or shareholders’
meetings).
 Segregation of duties: Responsibilities are separated to prevent errors and fraud.
Examples include separating procurement, accounting and warehousing functions.
 Documentation and record-keeping: Detailed documentation and records are
maintained for all transactions.
 Asset management: Controls are in place for safeguarding assets, including regular
inventory checks and reconciliations.
 Internal audit: Regular internal audits and monitoring by the audit committee and
a dedicated audit department ensure compliance and identify potential issues.
 Specific control procedures: Detailed control procedures are outlined for sales and
collections, procurement and payments, production and inventory, major decision-
making, asset management and related party transactions.
Compliance:
 Our internal control system is designed to comply with relevant laws, regulations
and accounting standards.
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We have engaged an internal control consultant to review the effectiveness of our internal
controls associated with our major business processes, identify deficiencies and areas for
improvement, provide recommendations and review the implementation status of these
remedial actions. To ensure the above compliance culture is embedded into everyday workflow
and sets the expectations for individual behavior across the organization, we will regularly
review our risk management policies and internal management procedures, adopt strict
accountability internally and conduct compliance training. Our Directors are of the view that
our enhanced internal control system is adequate and effective for our current operations.
DATA PRIV ACY AND INFORMATION SECURITY RISK MANAGEMENT
We are committed to ensuring data privacy and information security. We do not engage
in collecting private information through public channels such as operational websites or apps,
and the data we collect is limited. In the course of conducting our business, the only privacy
data we collect mainly pertains to employee information, customer and supplier contact
information, and other data necessary for operation and management. We make sure to obtain
adequate authorization and consent from our employees, customers, and suppliers for
collecting and processing their private information.
We have implemented robust protective measures for the privacy data we collect. These
measures include (i) establishing internal control systems including data security management
system. These systems clearly stipulate our management of data confidentiality, data approval
authority, data classification and grading, data backup and recovery, and encryption strategy
change management, and we have effectively implemented and executed these systems; (ii)
strictly minimizing the access and circulation rights of private information and requiring
stringent system authorization for the use of such information; (iii) adopting technical
measures such as encryption and anti-leakage to protect information; and (iv) establishing an
information security management system to ensure information security. In particular, we
strictly limit the access to, and management of, our employees’ personal information database
to our dedicated personnel to further safeguard our information security from unauthorized
internal access.
We also collect operational data through software embedded on the intelligent
manufacturing equipment supplied to our customers upon their specific requests as part of our
after-sale service. We store these operational data solely for the purpose of assisting our
customers with production line adjustments and upgrades through further data analysis. During
the Track Record Period, the Company and any of its subsidiaries had not (i) received any
breach or non-compliance notices from cybersecurity, data protection, or confidentiality
authorities; (ii) faced any compensation claims under data protection laws for data
inaccuracies, loss, or unauthorized actions; (iii) been subjected to investigations or sanctions
related to data privacy or cybersecurity by relevant authorities; (iv) received any
communication regarding warnings or sanctions under the PRC Cybersecurity Law or EU
General Data Protection Regulation 2016/679; (v) been aware of any pending investigations,
actions, or claims concerning cybersecurity or data protection; (vi) had any warrants issued for
premises searches by authorities related to cybersecurity or data protection.
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During the Track Record Period and up to the Latest Practicable Date, we did not
experience any material information leakage or loss of operating or transaction data and were
not involved in any cross-border data transactions. Over the same period, as advised by our
PRC Legal Advisor on applicable PRC laws and regulations and by our German Legal Advisor
on applicable German laws and regulations, we are of the view that we have complied in all
material respects with data protection and privacy, cybersecurity and cross-border data transfer
laws and regulations in the PRC and Germany.
A W ARDS AND RECOGNITIONS
We have received a number of awards and recognitions since our establishment with
respect to our brand, business operations, products and corporate responsibility achievements.
The following table sets out a selection of the significant awards and recognitions that we have
received during the Track Record Period.
Y ear Awards and Recognitions Issuing Authority
2025 /H1118/H1118/H1118China’s Top 500 Most V aluable
Manufacturing Listed Companies
SASAC Research Institute for
Economic Management of
Machinery Industry, China
Association of Equipment
Management and China Heavy
Machinery Industry Association
2025 /H1118/H1118/H11182025 Hurun China Enterprises
Top 500
Hurun Research Institute
2025 /H1118/H1118/H1118Jiangsu Charity Star Jiangsu Charity Federation
2025 /H1118/H1118/H1118S&P Global Sustainability Y earbook
Industry Mover Award
S&P China
2025 /H1118/H1118/H1118Zero-Carbon Earth — Singularity
Award
YICAI
2025 /H1118/H1118/H1118Top 50 Innovative Companies in
China
Forbes China
2024 /H1118/H1118/H1118Top 30 Globalization Brands in
China
Forbes China
2024 /H1118/H1118/H1118Top 500 Private Manufacturing
Enterprises in China
All-China Federation of Industry
and Commerce
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Y ear Awards and Recognitions Issuing Authority
2024 /H1118/H1118/H1118Fortune China Technology Top 50
in 2024
Fortune Magazine
2024 /H1118/H1118/H1118Fortune China’s Globalization
Future Rising Star
Fortune Magazine
2024 /H1118/H1118/H1118China Enterprise Carbon Neutrality
Performance Ranking — Green
Supply Chain Management Award
China Business Network
2024 /H1118/H1118/H1118ESG Innovation Award Guancha.cn
2023 /H1118/H1118/H1118Jiangsu Province Green Factory Jiangsu Provincial Department of
Industry and Information
Technology
2023 /H1118/H1118/H1118Jiangsu Province Outstanding
Enterprise
Jiangsu Provincial People’s
Government
2023 /H1118/H1118/H1118Top 500 Global New Energy
Companies in 2023
China Energy Economic Research
Institute
2023 /H1118/H1118/H11182023 Hurun China Energy
Enterprises Top 100
Hurun Research Institute
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OVERVIEW
Upon Listing, our Board will consist of seven Directors, comprising four executive
Directors and three independent non-executive Directors. Our Directors are appointed for a
term of three years and are eligible for re-election upon expiry of their term of office. The
independent non-executive Directors shall not hold office for more than six consecutive years
pursuant to the relevant PRC laws and regulations.
DIRECTORS
The following table provides information about our Directors:
Name Age Positions
Date of
joining our
Group
Date of
appointment
as a Director Roles and responsibilities
Mr. W ANG
Y anqing ( ˮዲ
૶) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
58 Executive Director,
chairman of the
Board and general
manager
April 2002 April 2002 Overall strategic planning,
business development and
management of our Group
Mr. W ANG Jianxin
(อ) /H1118/H1118/H1118/H1118/H1118/H1118
56 Executive Director April 2002 December
2011
Overall strategic planning
and management of our
Group
Mr. YOU Zhiliang
(ˈқԄ) /H1118/H1118/H1118/H1118/H1118/H1118
57 Executive Director
and employee
representative
Director
April 2006 December
2011
Overall strategic planning
and management of our
Group
Mr. W ANG Lei
(ˮᆾ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
31 Executive Director February
2018
February
2018
Overall strategic planning
and management of our
Group
Ms. ZHANG
Mingyan (׼
ዲ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
68 Independent
non-executive
Director
February
2021
February
2021
Supervising and providing
independent opinion and
judgment to the Board
Mr. DAI Jianjun
(ࠏܔ)H1118/H1118/H1118/H1118/H1118/H1118
54 Independent
non-executive
Director
May 2022 May 2022 Supervising and providing
independent opinion and
judgment to the Board
Ms. WONG Sze
Wing ( ර౶጑) /H1118/H1118
46 Independent
non-executive
Director
November
2025
November
2025
Supervising and providing
independent opinion and
judgment to the Board
Mr. W ANG Y anqing, our executive Director, chairman of the Board, general manager and
a member of our Controlling Shareholders, is (i) the father of Mr. W ANG Lei, our executive
Director, and (ii) the cousin of Mr. W ANG Jianxin, our executive Director. Save for the
aforementioned relationships, none of our Directors or members of senior management is
related to other Directors or members of senior management. Save as disclosed in this section,
DIRECTORS AND SENIOR MANAGEMENT
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(i) none of our Directors held any directorships in public companies, the securities of which
are listed on any securities market in Hong Kong or overseas in the last three years immediately
preceding the date of this prospectus; and (ii) to the best knowledge, information and belief of
the Directors having made all reasonable inquiries, there were no other matters with respect to
the appointment of the Directors that need to be brought to the attention of the Shareholders
and there was no information relating to our Directors that is required to be disclosed pursuant
to Rule 13.51(2) of the Listing Rules.
Executive Directors
Mr. W ANG Y anqing (ˮዲ૶), aged 58, is our executive Director, chairman of the Board
and general manager. Mr. Wang is primarily responsible for the overall strategic planning,
business development and management of our Group, and serving as the chairperson of the
Strategy Committee and a member of the Nomination Committee.
Mr. Wang has extensive experience in the field of equipment manufacturing industry.
Mr. Wang founded our Company in April 2002 and has served as an Director, chairman of the
Board and general manager of our Company since then. Prior to founding our Group in 2002,
Mr. Wang had served as an assistant equipment engineer at a radio factory in Wuxi and worked
at a condenser equipment factory. Mr. Wang completed the courses of New Era Entrepreneur
Development Program (ྌ) at Tsinghua University ( ૶ശɽኪ)i n
November 2020, and graduated from Changzhou Radio Industrial School ( ੬ψೌᇞཥʈุኪ
ࣧmajoring in mold design and manufacturing in July 1986.
Mr. W ANG Jianxin (อ), aged 56, is as our executive Director. Mr. W ANG Jianxin
is responsible for the overall strategic planning and management of our Group, and serving as
a member of the Remuneration and Appraisal Committee.
Mr. W ANG Jianxin joined our Group as the manager of procurement department of our
Company in April 2002 and was appointed as our Director in December 2011. He currently also
serves as supervisors in certain of our subsidiaries. He also served as our deputy general
manager from December 2011 to February 2021.
Prior to joining our Group, Mr. W ANG Jianxin worked at Wuxi Electric Power Capacitor
Factory (ኜᅀ). He also worked at Wuxi Industrial Boiler Factory ( ೌ፼ʈุᒢᘟ
ᅀ) from January 1992 to February 2002.
Mr. W ANG Jianxin obtained his bachelor’s degree in thermal energy engineering from
Jiangsu Institute of Technology ( Ϫᘽʈኪ৫) in the PRC in July 1990.
Mr. YOU Zhiliang ( ˈқԄ), aged 57, is our executive Director and employee
representative Director. Mr. Y ou is primarily responsible for the overall strategic planning and
management of our Group, and serving as a member of the Strategy Committee.
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Mr. Y ou joined our Group in April 2006 and was appointed as our Director in December
2011. He currently also serves as a supervisor at Jiangsu Lead Huineng Technology Research
Co., Ltd. (ʮ̡), a subsidiary of our Company. He also served as
our deputy general manager from April 2006 to February 2018. Prior to joining our Group, Mr.
Y ou worked at Wuxi Tongrong Electronics Co., Ltd. (ʮ̡) from August
1988 to March 2006.
Mr. Y ou obtained a technical secondary school diploma in electronic components from
Huaiyin Electronic Industrial School (ࣧin the PRC in July 1988.
Mr. W ANG Lei ( ˮᆾ), aged 31, is our executive Director. Mr. W ANG Lei is primarily
responsible for the overall strategic planning and management of our Group.
Mr. W ANG Lei joined our Group and was appointed our Director in February 2018. Mr.
W ANG Lei has served as the chairman of the board of directors at Jiangsu Leadmicro Nano
Technology Co., Ltd. (ʮ̡), a company listed on the Shanghai
Stock Exchange (stock code: 688147), since October 2018. Mr. W ANG Lei worked at Jiangsu
Hengyuntai Information Technology Co., Ltd. (ʮ̡) from
September 2017 to February 2018 and CKD (China) Co., Ltd. ( ఃකଣ(ʕ਷)ʮ̡) from
June 2017 to September 2017.
Mr. W ANG Lei obtained his bachelor’s degree from Rutgers, The State University of New
Jersey in the United States in January 2017.
Independent non-executive Directors
Ms. ZHANG Mingyan (ዲ), aged 68, is our independent non-executive Director.
Ms. Zhang is primarily responsible for supervising and providing independent opinion and
judgment to the Board, and serving as the chairperson of the Audit Committee and a member
of the Remuneration and Appraisal Committee and the Nomination Committee.
Ms. Zhang joined our Group and was appointed as our independent Director in February
2021. She served as an independent director at Xinyaqiang Silicon Chemistry Co., Ltd. ( อԭ
ʮ̡), a company listed on the Shanghai Stock Exchange (stock code:
603155), from November 2018 to January 2025, and an independent director at Anshun
Holdings Co., Ltd. (ʮ̡) since December 2021.
Ms. Zhang worked at Nanjing University of Science and Technology (ԯଣʈɽኪ),
Taizhou Institute of Science and Technology of Nanjing University of Science and Technology
(Ҧኪ৫), Pujiang Institute of Nanjing University of Technology (ԯʈ
ุɽኪऌϪኪ৫), Suzhou Gaobo Software V ocational and Technical College ( ᘽψ৷௹ழ΁ᔖ
ุҦஔኪ৫), and Nanjing Audit University Jinshen College (ᄲኪ৫).
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Ms. Zhang also held positions at several companies listed on the Shanghai Stock
Exchange, including an independent director at Nanjing Xixia Construction Co., Ltd. (ԯಐ
ʮ̡) (stock code: 600533), from October 2012 to October 2018, an
independent director at Nanjing Canatal Data Centre Environmental Tech Co., Ltd. (ԯԳɢ
ʮ̡) (stock code: 603912), from October 2015 to October 2021, and
an independent director at North Electro-Optic Co., Ltd. (ʮ̡) (stock code:
600184) from March 2016 to May 2023. Ms. Zhang also served as a director at Everbright Sun
Life Insurance Co., Ltd. (ʮ̡).
Ms. Zhang obtained her bachelor’s degree in accounting from Dongbei University of
Finance and Economics (̏ৌ຾ɽኪ) in the PRC in July 1982.
Mr. DAI Jianjun (ࠏܔ)aged 54, is our independent non-executive Director. Mr. Dai
is primarily responsible for supervising and providing independent opinion and judgment to the
Board, and serving as the chairperson of the Nomination Committee and a member of the
Strategy Committee and the Audit Committee.
Mr. Dai joined our Group and was appointed as our independent Director in May 2022.
Mr. Dai currently serves as a senior partner at Jiangsu Zhibang Law Firm (ԫਕ
הwhere he has served as a practicing lawyer since October 1996. He has also served as a
supervisor at Nanjing Sample Technology Co., Ltd. (ʮ̡), a company
listed on the Main Board of the Stock Exchange (stock code: 01708), since August 2003.
Additionally, he also served as an independent director at Nanjing Canatal Data-Centre
Environmental Tech Co., Ltd. (ʮ̡), a company listed on
the Shanghai Stock Exchange (stock code: 603912) from October 2015 to October 2021, and
served as an independent non-executive director at Nanjing Sample Technology Co., Ltd. from
October 2006 to October 2012. Mr. Dai also worked at Southeast University (ɽኪ).
Mr. Dai received his bachelor’s degree in economic administration from Party School of
C.P .C. Jiangsu Committee (ࣧin the PRC in July 2010. Mr. Dai qualified as
a practicing lawyer in the PRC in 1996.
Ms. WONG Sze Wing ( ර౶጑), aged 46, is our independent non-executive Director.
Ms. Wong is primarily responsible for supervising and providing independent opinion and
judgment to the Board, and serving as the chairperson of the Remuneration and Appraisal
Committee and a member of the Audit Committee.
Ms. Wong has served as the chief financial officer and company secretary of AirPower
Technologies Limited (ʮ̡) (formerly known as Yingde Gases Group
Company Limited (ʮ̡) which previously listed on the Main Board of the
Stock Exchange) since February 2009. Prior to that, she served as the chief financial officer of
Orange Sky Entertainment Group (International) Holding Company Limited (ᆀණྠ(਷
ყ)ʮ̡) from August 2007 to July 2008, and worked at PricewaterhouseCoopers from
September 2001 to October 2006 with last position as a manager.
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Ms. Wong also currently serves as independent non-executive director at several
companies listed on the Main Board of the Stock Exchange, including REPT BA TTERO
Energy Co., Ltd. (ʮ̡) (stock code: 00666) since November 2022,
Giant Biogene Holding Co., Ltd. (ʮ̡) (stock code: 02367) since April
2022, Rici Healthcare Holdings Limited (ʮ̡) (stock code: 01526)
since June 2016 and Orange Sky Golden Harvest Entertainment (Holdings) Limited ( ዐ˂ྗͫ
ᆀණྠ(਷ყ)ʮ̡) (stock code: 01132) since April 2010. Ms. Wong also served as
an independent non-executive director at Ganfeng Lithium Co., Ltd. (ࠢ
ʮ̡), a company listed on the Main Board of the Stock Exchange (stock code: 01772) and the
Shenzhen Stock Exchange (stock code: 002460), from July 2018 to April 2024, an independent
director at Zhejiang Dahua Technology Co., Ltd. (ʮ̡), a company
listed on the Shenzhen Stock Exchange (stock code: 002236), from May 2017 to August 2020,
an independent director at Wangsu Science and Technology Co., Ltd. (ʮ̡),
a company listed on the Shanghai Stock Exchange (stock code: 300017), from April 2017 to
June 2023, and an independent non-executive director of Xinjiang La Chapelle Fashion Co.,
Ltd., a company previously listed on the Main Board of the Stock Exchange (stock code:
06116, and subsequently delisted in November 2024), from January 2021 to June 2021.
Ms. Wong obtained a bachelor’s degree in business administration from the University of
Hong Kong (ಥɽኪ) in Hong Kong in November 2001. She also obtained an EMBA from
the China Europe International Business School ( ʕᆄ਷ყʈਠኪ৫) in the PRC in July 2012.
Ms. Wong is also a member of the Hong Kong Institute of Certified Public Accountants.
SENIOR MANAGEMENT
The following table provides information about members of the senior management of our
Company:
Name Age Position
Date of
appointment as
senior
management
Date of joining
our Group
Principal roles and
responsibilities
Mr. W ANG Y anqing
(ˮዲ૶)/H1118/H1118/H1118/H1118/H1118/H1118/H1118
58 Executive Director,
chairman of the
Board and general
manager
April 2002 April 2002 Overall strategic
planning, business
development and
management of our
Group
Dr. Y AO Y ao
(Ⴧ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
36 Deputy general
manager and
Board secretary
September 2023 September 2023 Investment and financing
planning, board
matters and securities
affairs of our Group
Mr. NI Hongnan
(یߎࡎ)H1118/H1118/H1118/H1118/H1118/H1118/H1118
52 Deputy General
Manager
December 2011 February 2006 Production management
of our Group
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Name Age Position
Date of
appointment as
senior
management
Date of joining
our Group
Principal roles and
responsibilities
Mr. SUN Jianjun
(ࠏܔ࢑)H1118/H1118/H1118/H1118/H1118/H1118/H1118
47 Deputy General
Manager
May 2013 December 2009 Research and
development of our
Group
Ms. GUO Caixia
(ெ੹ᒳ)/H1118/H1118/H1118/H1118/H1118/H1118/H1118
47 Chief Financial
Officer
May 2023 January 2021 Overall financial
management of our
Group
Mr. W ANG Y anqing ( ˮዲ૶), is our executive Director, chairman of the Board and
general manager. See “— Directors” in this section for his biographical details.
Dr. YAO Y ao (Ⴧ), aged 36, is our deputy general manager and Board secretary. He is
primarily responsible for the investment and financing planning, Shareholders’ general
meetings, Board matter and securities affairs of our Group.
Dr. Y ao joined our Group in September 2023 and has served as our deputy general
manager and Board secretary since then. Prior to joining our Group, from June 2021 to August
2023, Dr. Y ao served as the deputy general manager at Shanghai Milkground Food Tech Co.,
Ltd. (ʮ̡), a company listed on the Shanghai Stock Exchange
(stock code: 600882). From March 2020 to June 2021, Dr. Y ao served as the executive general
manager of the investor relations department at Shanghai Y uyuan Tourist Mart (Group) Co.,
Ltd. (۬(ණྠ)ʮ̡), a company listed on the Shanghai Stock
Exchange (stock code: 600655). From June 2015 to February 2020, Dr. Y ao also successively
served as industry researcher and chief analyst at GF Securities Co., Ltd. (ࠢ
ʮ̡), a company listed on the Main Board of the Stock Exchange (stock code: 01776) and the
Shenzhen Stock Exchange (stock code: 000776).
Dr. Y ao obtained his doctorate degree in structural engineering from Princeton University
in the United States in June 2015 and his bachelor’s degree in civil engineering from Harbin
Institute of Technology (ဧᏵʈุɽኪ) in July 2010. He also possesses board secretary
qualifications from both the Shenzhen Stock Exchange and the Shanghai Stock Exchange.
Dr. Y ao was honored with numerous awards, including New Fortune Gold Medal Board
Secretary (೐໨।), New Fortune Magazine Best Board Secretary ( อৌబᕏႦ௰Գ໨
।), China Listed Companies Yinghua Award Outstanding Board Secretary (ശ
ᆤᎴӸ໨।), China Listed Companies Sunshine Board Secretary ( ʕ਷ɪ̹ʮ̡ජΈ໨।),
Cailian Press Elite Board Secretary (໨।) and Shanghai Securities News Eagle
Gold Quality Outstanding Board Secretary (ሯඎᎴӸ໨।).
Mr. NI Hongnan (یߎࡎ)aged 52, is our deputy general manager. He is primarily
responsible for the production management of our Group.
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Mr. Ni joined our Group in February 2006 and was appointed as our deputy general
manager in December 2011. From February 2006 to November 2011, he successively served
as the director of the assembly workshop and manager of our production department. Prior to
joining our Group, from March 2000 to January 2006, Mr. Ni served as the head of the
equipment department at Wuxi Qiangsheng Steel Co., Ltd. (ʮ̡). From
August 1992 to February 2000, Mr. Ni served as a technician at Wuxi Xingfa Light Steel Plant
(ೌ፼̹ጳ೯Ⴠ፻ᅀ).
Mr. Ni obtained his college diploma in electrical automation from Jiangnan University
(ɽኪ) in the PRC in July 1994.
Mr. SUN Jianjun (ࠏܔ࢑)aged 47, is our deputy general manager. He is primarily
responsible for the research and development of our Group.
Mr. Sun joined our Group in December 2009 and was appointed as our deputy general
manager in May 2013. From December 2009 to May 2013, he served as a mechanical engineer
at our Company. Prior to that, he worked at Hoerbiger (Wuxi) Automation Technology Co.,
Ltd. (ࣸ(ೌ፼)ʮ̡) from February 2007 to January 2010. From January
2001 to January 2007, he worked at Hitachi Maxell (Wuxi) Co., Ltd. ( ˚ͭ௥дᒄဧ(ೌ፼)Ϟ
ʮ̡). From February 2000 to October 2000, he worked at Jiangsu Xinsu Machinery
Manufacturing Co., Ltd. (ʮ̡).
Mr. Sun obtained his bachelor’s degree in mechanical design and manufacturing from
China University of Mining and Technology ( ʕ਷ᘤุɽኪ) in the PRC in July 1999.
Ms. GUO Caixia ( ெ੹ᒳ), aged 47, is our chief financial officer. She is primarily
responsible for the overall financial management of our Group.
Ms. Guo joined our Group in January 2021 and was appointed as our chief financial
officer in May 2023. From January 2021 to April 2023, Ms. Guo served as the director of
financial management department of our Company.
Prior to joining our Group, she served as the financial director at ZYF Lopsking Material
Technology Co., Ltd. (ʮ̡), a company listed on the
Shenzhen Stock Exchange (stock code: 002333), served as the head of group financial
department at Y adea Technology Group Co., Ltd. (ʮ̡), a company listed
on the Main Board of the Stock Exchange (stock code: 01585), and worked at Midea Group
Co., Ltd. (ʮ̡), a company listed on the Main Board of the Stock Exchange
(Stock code: 00300) and the Shenzhen Stock Exchange (stock code: 000333).
Ms. Guo is currently pursuing a doctorate degree in business administration at Paris
School of Business in France. She obtained her bachelor’s degree in economics and bachelor’s
degree in law from Jiangxi University of Finance and Economics ( ϪГৌ຾ɽኪ) in September
2000.
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JOINT COMPANY SECRETARIES
Dr. YAO Y ao (Ⴧ), has been appointed as our joint company secretary on January 27,
2025. See “— Senior management” above for Mr. Y ao’s biography.
Ms. HO Wing Nga ( О൘ඩ), has been appointed as our joint company secretary on
January 27, 2025.
Ms. Ho has over 25 years of experience in corporate governance services. She currently
serves as the Managing Director, Entity Solutions of Computershare Hong Kong Investor
Services Limited and the joint company secretary and company secretary for various
companies listed on the Stock Exchange.
Ms. Ho obtained a master’s degree in corporate governance from the Hong Kong
Polytechnic University in December 2006 and became an associate of The Hong Kong
Chartered Governance Institute (the “ HKCGI ”, previously known as the Hong Kong Institute
of Chartered Secretaries) in the same month. In March 2015, Ms. Ho became a fellow of both
the HKCGI and The Chartered Governance Institute. She is also a holder of the practitioner’s
endorsement of HKCGI and a member of The Hong Kong Institute of Directors.
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 February 2025, and (ii) understands his or her
obligations as a director of a listed issuer under the Listing Rules.
Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors has confirmed (i) his or her
independence as regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing
Rules, (ii) he or she 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 Company
under the Listing Rules as of the Latest Practicable Date, and (iii) that there are no other factors
that may affect his or her independence at the time of his/her appointments.
DISCLOSURE UNDER RULE 8.10(2) OF THE LISTING RULES
As of the Latest Practicable Date, none of our Directors 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.
DIRECTORS AND SENIOR MANAGEMENT
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MANAGEMENT AND CORPORATE GOVERNANCE
Board Committees
We have established four Board Committees in accordance with the relevant laws and
regulations in the PRC, the Articles, and the code of corporate governance practices under the
Listing Rules, namely the Audit Committee, the Remuneration and Appraisal Committee, the
Nomination Committee and the Strategy Committee. The functions of the four committees are
summarized as follows:
Audit Committee
We have established the Audit Committee with written terms of reference in compliance
with Rule 3.21 of the Listing Rules and the Corporate Governance Code set out in Appendix
C1 to the Listing Rules. The primary duties of the Audit Committee are to review and supervise
the financial reporting process and internal controls system of our Group, review and approve
connected transactions, and provide advice and comments to the Board. The Audit Committee
comprises three members, namely Ms. ZHANG Mingyan, Dr. GUO Xiasheng and Mr. DAI
Jianjun, with Ms. ZHANG Mingyan as the chairperson of the Audit Committee and is the
director appropriately qualified as required under Rules 3.10(2) and 3.21 of the Listing Rules.
Remuneration and Appraisal Committee
We have established the Remuneration and Appraisal Committee with written terms of
reference in compliance with Rule 3.25 of the Listing Rules and the Corporate Governance
Code set out in Appendix C1 to the Listing Rules. The primary duties of the Remuneration and
Appraisal Committee are to review and make recommendations to the Board on the terms of
remuneration packages, bonuses, and other compensation payable to our Directors and other
senior management. The Remuneration and Appraisal Committee comprises three members,
namely Ms. ZHANG Mingyan, Mr. W ANG Y anqing, Dr. GUO Xiasheng, with Ms. ZHANG
Mingyan as the chairperson of the Remuneration and Appraisal Committee.
Nomination Committee
We have established a Nomination Committee with written terms of reference in
compliance with the Code on Corporate Governance in Appendix C1 to the Listing Rules. The
primary duties of the Nomination Committee are to make recommendations to our Board on the
appointment of Directors and management of Board succession. The Nomination Committee
comprises three members, namely Dr. GUO Xiasheng, Mr. Wang and Ms. ZHANG Mingyan,
with Dr. GUO Xiasheng as the chairperson of the Nomination Committee.
DIRECTORS AND SENIOR MANAGEMENT
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Strategy Committee
We have established a Strategy Committee with written terms of reference. The primary
duties of the Strategy Committee are to make recommendations to our Board on the long-term
development strategy and major investments and projects of our Company. The Strategy
Committee comprises three members, namely Mr. Wang, Mr. YOU Zhiliang and Mr. W ANG
Lei, with Mr. Wang as the chairperson of the Strategy Committee.
Corporate Governance Code
We aim to implement a high standard of corporate governance, which we believe is
crucial to safeguard the interests of our Shareholders. To accomplish this, we expect to comply
with the Corporate Governance Code set out in Appendix C1 of the Listing Rules after the
Listing, save for the deviation from provision C.2.1 of Part 2 of the Corporate Governance
Code that Mr. Wang will serve as both our chairman of the Board and general manager as
discussed below.
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 responsibilities between the chairman and the chief executive should be
segregated and should not be performed by the same individual. We do not have a separate
chairman and chief executive, and Mr. Wang currently performs these two roles. The Board
believes that vesting the roles of both chairman and chief executive in the same person has the
benefit of ensuring consistent leadership within our Group and enables more effective and
efficient overall strategic planning for our Group. The 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. The Board
will continue to review and consider splitting the roles of chairman of the Board and the
general manager of our Company if and when it is appropriate taking into account the
circumstances of our Group as a whole.
Board Diversity
Our Company has adopted a board diversity policy which sets out the approach to achieve
diversity of the Board. Our Company recognizes and embraces the benefits of having a diverse
Board and sees increasing diversity at the Board level, including gender diversity, as an
essential element in maintaining our Company’s competitive advantage and enhancing our
ability to attract, retain, and motivate employees from the widest possible pool of available
talent. Pursuant to the board diversity policy, in reviewing and assessing suitable candidates to
serve as a director of our Company, the Nomination Committee will consider a number of
aspects, including but not limited to gender, age, cultural and educational background,
professional qualifications, skills, knowledge, and industry and regional experience.
DIRECTORS AND SENIOR MANAGEMENT
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In particular, our Company currently has two female Directors on the Board and will
continue to work towards enhancing the gender diversity of the Board. Our Directors have a
balanced mix of knowledge and skills, and we have four independent non-executive Directors,
with different industry backgrounds. Taking into account our existing business model and
specific needs as well as the different background of our Directors, the composition of our
Board satisfies our board diversity policy. Pursuant to the board diversity policy, the
Nomination Committee will discuss periodically and, when necessary, agree on the measurable
objectives for achieving diversity, including gender diversity, on the Board and recommend
them to the Board for formal adoption.
Management Presence
Pursuant to Rule 8.12 of the Listing Rules, an issuer must have a sufficient management
presence in Hong Kong. This will normally mean that at least two of its executive directors
must be ordinarily resident in Hong Kong. We do not have sufficient management presence in
Hong Kong for the purposes of Rule 8.12 of the Listing Rules.
Accordingly, we have applied for, and the Stock Exchange has granted, a waiver from
strict compliance with Rule 8.12 of the Listing Rules. See “Waivers and Exemption” in this
prospectus for further details.
REMUNERATION
Our Directors and senior management receive their remuneration in the form of basic
annual payments and performance-related annual payments, including fees, salaries, share-
based compensation, pension schemes contribution, and other benefits in kind.
For the years ended December 31, 2022, 2023 and 2024 and the nine months ended
September 30, 2025, the total remuneration paid to our Directors amounted to RMB4.3 million,
RMB7.1 million, RMB7.4 million and RMB6.7 million, respectively.
For the years ended December 31, 2022, 2023 and 2024 and the nine months ended
September 30, 2025, the total emoluments paid to the five highest paid individuals (including
Directors) by us amounted to RMB13.1 million, RMB9.4 million, RMB9.6 million and
RMB15.3 million, respectively.
During the Track Record Period, no payment was made by us to any of our Directors or
the five highest-paid individuals as an inducement to join or upon joining our Company or as
compensation for the loss of any office of our Company. None of our Directors has waived or
agreed to waive any remuneration or benefits in kind.
Under the arrangement currently in force, the aggregate amounts of remuneration payable
by our Company to our Directors for the year ending December 31, 2026 to be approximately
RMB7.6 million. The actual remuneration of Directors in 2026 may be different from the
expected remuneration.
DIRECTORS AND SENIOR MANAGEMENT
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COMPLIANCE ADVISOR
We have appointed Red Solar Capital Limited as our compliance advisor pursuant to Rule
3A.19 of the Listing Rules. The compliance advisor will provide us with guidance and advice
regarding compliance with the requirements under the Listing Rules and applicable Hong Kong
laws. Pursuant to Rule 3A.23 of the Listing Rules, the compliance advisor will advise our
Company, among others, in the following circumstances:
(a) before the publication of any regulatory announcement, circular, or financial report;
(b) where a transaction, which might be a notifiable or connected transaction, is
contemplated, including share issues and share repurchases;
(c) where we propose to use the proceeds of the Global Offering in a manner different
from that detailed in this document or where the business activities, development,
or results of our Group deviate from any forecast, estimate, or other information in
this document; and
(d) where the Hong Kong Stock Exchange makes an inquiry to our Company regarding
unusual movements in the price or trading volume of its listed securities or any other
matters in accordance with Rule 13.10 of the Listing Rules.
The term of appointment of the compliance advisor shall commence on the Listing Date
and is expected to end on the date on which we comply with Rule 13.46 of the Listing Rules
in respect of our financial results for the first full financial year commencing after the Listing
Date, and such appointment may be subject to extension by mutual agreement.
DIRECTORS AND SENIOR MANAGEMENT
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OUR CONTROLLING SHAREHOLDERS
As of the Latest Practicable Date, our Company was held as to (i) approximately 21.46%
by Lhasa Xindao, which was in turn held as to 94.00% by Mr. Wang, our executive Director,
chairman of the Board and general manager of our Company; (ii) approximately 4.43% by
Wuxi Y uxi, which was held as to (a) 99.96% by Wuxi Luojie; and (b) 0.04% by Wuxi Zhipu
(both of which were ultimately wholly-owned by Mr. Wang); and (iii) approximately 5.88% by
Shanghai Zhuoao, which was held as to (a) 16.94% by its general partner, Shanghai Yiwei,
whose general partner is Ms. Ni, (b) 70.56% by Shanghai Haochang, which is in turn wholly
owned by Mr. Wang, and (c) 0.44% by Shanghai Haoling, which is in turn wholly owned by
Ms. Ni. Separately, Mr. Wang also held approximately 0.56% direct interest in our Company.
Accordingly, our Controlling Shareholders, including Mr. Wang, Ms. Ni, Lhasa Xindao, Wuxi
Y uxi, Wuxi Luojie, Wuxi Zhipu, Shanghai Zhuoao, Shanghai Yiwei, Shanghai Haochang and
Shanghai Haoling, was collectively interested in approximately 32.33% of the issued share
capital of our Company as of the Latest Practicable Date.
Immediately following the completion of the Global Offering and assuming that the Offer
Size Adjustment Option and the Over-allotment Option are not exercised and no other changes
are made to the issued share capital of our Company between the Latest Practicable Date and
Listing, our Controlling Shareholders will hold in aggregate approximately 30.51% of the
issued share capital of our Company. Accordingly, Mr. Wang, Mr. Ni, Lhasa Xindao, Wuxi
Y uxi, Wuxi Luojie, Wuxi Zhipu, Shanghai Zhuoao, Shanghai Yiwei, Shanghai Haochang and
Shanghai Haoling will be our Controlling Shareholders immediately upon the Listing.
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.
INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS
Our Directors consider that we are capable of carrying on our business independently
from our Controlling Shareholders and their respective close associates after the Listing, taking
into consideration the factors below.
Management independence
Upon Listing, our Board will consist of seven Directors, comprising four executive
Directors and three independent non-executive Directors, and we also have five senior
management members (one of which is our executive Director). Each of our Directors and
senior management possesses relevant management, financial or industry-related experience to
contribute to the management of our business. For further information on the qualifications and
experience of our Directors and senior management, see “Directors and Senior Management”
in this Prospectus.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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Our Directors consider that we are capable of functioning independently of our
Controlling Shareholders for the following reasons:
(i) our daily management and operations are carried out independently by our senior
management team, 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 interests of our Company. For details of the industry experience of
our senior management team, see “Directors and Senior Management” in this
Prospectus;
(ii) 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;
(iii) 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 Board in making decisions
on matters in which he or she is, or may be interested;
(iv) our Company is an A-share listed company and has established internal control
mechanisms to identify connected transactions to ensure that our Shareholders or
Directors with conflicting interests in a proposed transaction will abstain from
voting on the relevant resolutions. In the event that there is a potential conflict of
interest arising out of any transaction to be entered into between our Company and
our Directors or their respective close associates, the interested Director is obliged
to declare and fully disclose such potential conflict of interest and shall abstain from
voting at the relevant Board meetings of our Company in respect of such
transactions and shall not be counted;
(v) we have four independent non-executive Directors, comprising more than one-third
of the total members of the Board, who have sufficient knowledge, experience and
competence, so that there is a balanced composition of executive, non-executive
Directors and independent non-executive Directors to ensure the independence of
the Board in making decisions affecting our Company and to promote the interests
of our Company and the Shareholders as a whole. In particular, the independent
non-executive Directors possess the relevant qualifications and industry experiences
to safeguard the interests of the minority Shareholders of our Company by, among
other things, reviewing and opining on connected transactions of our Company,
including those between our Company and our Controlling Shareholders and/or their
close associates. See “Directors and Senior Management” for details of the
biographies of the independent non-executive Directors; and
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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(vi) we have adopted other corporate governance measures to manage potential conflicts
of interest, if any, between our Group and our Controlling Shareholders, which
would enhance our independent management, as detailed in the sub-section headed
“— Corporate governance measures” below.
Based on the above, our Directors believe that our Board as a whole and together with our
senior management are able to perform the managerial role in our Company independently
from our Controlling Shareholders and their respective close associates after the Listing.
Operational independence
We will continue to operate independently from our Controlling Shareholders after the
Listing. We make and implement operational decisions independently of our Controlling
Shareholders and has our own organisational structure with independent departments, each
with specific areas of responsibility. Furthermore, we have independent production capabilities
and technology relating to our Group’s business and do not rely on the operations of our
Controlling Shareholders. We also maintain a set of comprehensive internal control measures
to facilitate the effective operation of our business. We have independent channels to access
our customers and is not dependent on our Controlling Shareholders with respect to suppliers
for our business operations. We have our own headcount of employees to operate the business
for our operations and management for human resources.
We entered into certain continuing connected transactions with our connected persons.
See section headed “Connected Transactions” for more details. Considering that these
transactions did not and are not expected to involve significant transaction amounts and are not
material to the operation of our Group’s principal business, our Directors believe that such
transactions will not have any impact on the operational independence of our Group.
Based on the above, our Directors believe that our business is operationally independent
from our Controlling Shareholders and their respective close associates.
Financial Independence
We have an independent financial system and make financial decisions according to our
own business needs. We have adopted our own independent internal control and financial
management systems and we also have an independent accounting and finance department
responsible for discharging relevant financial and treasury function with relevant finance
personnel. We have adequate internal resources and a strong credit profile to support our daily
operation. Moreover, our Board has established the Audit Committee to provide independent
oversight to, among others, our accounting and financial reporting processes.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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In addition, we are capable of obtaining financing from Independent Third Parties without
relying on any guarantee or security provided by our Controlling Shareholders or their
respective associates. We do not expect to rely on our Controlling Shareholders or any of their
close associates for financing after the Listing as we expect that our working capital will be
primarily funded by cash generated from our business operation, and to a lesser extent, external
indebtedness. As of the Latest Practicable Date, we did not have any outstanding loans or
guarantees provided by or granted to, nor any non-trade balances due to or due from, our
Controlling Shareholders or their respective associates.
In light of the above, our Directors are of the view that we are able to maintain financial
independence from our Controlling Shareholders and their respective close associates.
CORPORATE GOVERNANCE MEASURES
Our Company will comply with the provisions of the Corporate Governance Code and
Corporate Governance Report set out in Appendix C1 to the Listing Rules (the “ Corporate
Governance Code ”), which sets out principles of good corporate governance in relation to,
among other matters, directors, the chairperson and chief executive officer, board composition,
the appointment, re-election and removal of directors, their responsibilities and remuneration
and communications with Shareholders.
Our Directors recognize the importance of good corporate governance in protection of our
Shareholders’ interests. We have adopted/will adopt the following corporate governance
measures to resolve actual or potential conflict of interests between our Group and the
Controlling Shareholders:
(i) where a Board meeting is held for the matters in which any Director or his/her
associates have a material interest, such Director(s) shall abstain from voting on the
relevant resolutions and shall not be counted in the quorum for the voting;
(ii) where a Shareholders’ meeting is to be held for considering proposed transactions
in which our Controlling Shareholders or any of their respective associates has a
material interest, our Controlling Shareholders or their respective associates will not
vote on the resolutions and shall not be counted in the quorum in the voting;
(iii) as part of our preparation for the Global Offering, we have amended our Articles of
Association to comply with the Listing Rules which will become effective upon
Listing. In particular, our Articles of Association provides that, a Director shall be
abstained from voting on any resolution approving any contract, transaction or
arrangement in which such Director or any of his/her associates has a material
interest nor shall such Director be counted in the quorum present at the Board
meeting;
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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(iv) our Company has established internal control mechanisms to identify connected
transactions. Upon the Listing, if our Company enters into connected transactions
with our Controlling Shareholders or any of their respective associates, our
Company will comply with the applicable Listing Rules;
(v) our Board consists of a balanced composition of executive, non-executive and
independent non-executive Directors, with not less than one-third of independent
non-executive Directors to ensure that our Board is able to effectively exercise
independent judgment in its decision-making process and provide independent
advice to our Shareholders. Our independent non-executive Directors, details of
whom are set out in the section headed “Directors and Senior Management”,
individually and collectively possess the requisite knowledge and experience to
perform their roles. They will review whether there is any conflict of interests
between our Group and our Controlling Shareholders and provide impartial and
professional advice to protect the interest of our minority Shareholders;
(vi) where our Directors reasonably request the advice of independent professionals,
such as financial advisors, the appointment of such independent professionals will
be made at our Company’s expenses; and
(vii) we have appointed Red Solar 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.
Based on the above, our Directors are satisfied that sufficient corporate governance
measures have been put in place to manage conflicts of interest between our Company and the
Controlling Shareholders, and to protect minority Shareholders’ interests after the Listing.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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We will engage in certain transactions with our connected persons after the Listing, which
will constitute continuing connected transactions under Chapter 14A of the Listing Rules.
OUR CONNECTED PERSONS
The following persons, with whom we have entered into certain agreements in our
ordinary course of business, will become our connected persons as defined under the Listing
Rules upon completion of the Listing:
Names of our connected persons Connected Relationship
Wuxi Junhua Property
Management Co., Ltd.
(ʮ̡)
(“Wuxi Junhua ”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
As of the Latest Practicable Date, Wuxi Junhua was
indirectly held as to (i) 40% by Mr. Wang, our
founder, executive Director, chairman of our Board
and a member of our Controlling Shareholders; (ii)
30% by Ms. Ni, the spouse of Mr. Wang; and (iii)
30% by Mr. Wang Lei, our executive Director and
the son of Mr. Wang. Accordingly, Wuxi Junhua is
an associate of each of Mr. Wang and Mr. Wang Lei,
and therefore constitutes a connected person of our
Company under the Listing Rules.
Wuxi Aochuang Enterprise
Management Co., Ltd. ( ೌ፼቉
ʮ̡)( “ Wuxi
Aochuang ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
As of the Latest Practicable Date, Wuxi Aochuang
was indirectly held as to (i) 40% by Mr. Wang, our
founder, executive Director, chairman of our Board
and a member of our Controlling Shareholders; (ii)
30% by Ms. Ni, the spouse of Mr. Wang; and (iii)
30% by Mr. Wang Lei, our executive Director and
the son of Mr. Wang. Accordingly, Wuxi Aochuang
is an associate of each of Mr. Wang and Mr. Wang
Lei, and therefore constitutes a connected person of
our Company under the Listing Rules.
Wuxi Aozhi Enterprise
Management Co., Ltd. ( ೌ፼቉
ʮ̡)( “ Wuxi
Aozhi ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
As of the Latest Practicable Date, Wuxi Aozhi was
indirectly held as to (i) 40% by Mr. Wang, our
founder, executive Director, chairman of our Board
and a member of our Controlling Shareholders; (ii)
30% by Ms. Ni, the spouse of Mr. Wang; and (iii)
30% by Mr. Wang Lei, our executive Director and
the son of Mr. Wang. Accordingly, Wuxi Aozhi is an
associate of each of Mr. Wang and Mr. Wang Lei,
and therefore constitutes a connected person of our
Company under the Listing Rules.
CONNECTED TRANSACTIONS
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Names of our connected persons Connected Relationship
Wuxi Aoyun Enterprise
Management Co., Ltd. ( ೌ፼቉
ʮ̡)( “ Wuxi
Aoyun ”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
As of the Latest Practicable Date, Wuxi Aoyun was
indirectly held as to (i) 40% by Mr. Wang, our
founder, executive Director, chairman of our Board
and a member of our Controlling Shareholders; (ii)
30% by Ms. Ni, the spouse of Mr. Wang; and (iii)
30% by Mr. Wang Lei, our executive Director and
the son of Mr. Wang. Accordingly, Wuxi Aoyun is
an associate of each of Mr. Wang and Mr. Wang Lei,
and therefore constitutes a connected person of our
Company under the Listing Rules.
Jiangsu Hengyuntai Information
Technology Co., Ltd.
(ʮ̡)
(“Jiangsu Hengyuntai ”) /H1118/H1118/H1118/H1118/H1118
As of the Latest Practicable Date, Jiangsu
Hengyuntai was held as to (i) 85% by Lhasa
Xindao, our substantial shareholder which is in turn
owned as to 94% by Mr. Wang; and (ii) 5% by Wuxi
Huihaiying Investment Partnership (Limited
Partnership) (ҳ༟Υྫ(Υྫ))
(“Wuxi Huihaiying ”), which is in turn owned as to
80% by Mr. Wang.
Accordingly, Jiangsu Hengyuntai is an associate of
each of Mr. Wang and Lhasa Xindao, and therefore
a connected person of our Company under the
Listing Rules.
CONNECTED TRANSACTIONS
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SUMMARY OF OUR CONNECTED TRANSACTIONS
Transaction Counterparty Category of transaction
Applicable
Listing Rule Waiver sought
Lease of property by
our Group /H1118/H1118/H1118/H1118/H1118/H1118
Wuxi Junhua,
Wuxi
Aochuang,
Wuxi Aozhi
and Wuxi
Aoyun
One-off connected
transactions
Rule 14A.34 N/A
Property management
services from Wuxi
Junhua /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Wuxi Junhua Non-exempt continuing
connected transaction
(subject to annual
reporting,
announcement and
annual review
requirements)
Rules
14A.76(2)(a)
and 14A.105
Announcement
requirement
Procurement of goods
and services from
Jiangsu
Hengyuntai /H1118/H1118/H1118/H1118/H1118
Jiangsu
Hengyuntai
Non-exempt continuing
connected transaction
(subject to annual
reporting,
announcement and
annual review
requirements)
Rules
14A.76(2)(a)
and 14A.105
Announcement
requirement
ONE-OFF CONNECTED TRANSACTIONS
Lease of property by our Group
Our Group has entered into certain lease agreements dated January 1, 2025 (the “ Junhua
Lease Agreements ”) with Wuxi Junhua, pursuant to which Wuxi Junhua agreed to lease to us
certain premises in No. 58 Xinmei Road, Xinwu District, Wuxi City, Jiangsu Province, the PRC
with a total gross floor area of approximately 250,145 sq.m. for a term of one year commencing
on January 1, 2025 and expiring on December 31, 2025 at an aggregate annual rent of
RMB108.1 million. Pursuant to the Lease Agreements, our Group is entitled to a priority right
to renew under the same terms and conditions prior to the expiry of the term of the Lease
Agreements, which is in line with the previous lease agreements entered into between our
Group and Wuxi Junhua during the Track Record Period. Our Group expects to continue to
enjoy such priority right to renew in the lease agreements to be entered into with Wuxi Junhua
going forward.
In view of our continuing business expansion and development, our Group has also
entered into certain lease agreements (the “ New Lease Agreements ”, together with the Junhua
Lease Agreements, the “ Lease Agreements ”) with Wuxi Aochuang, Wuxi Aozhi and Wuxi
CONNECTED TRANSACTIONS
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Aoyun, pursuant to which Wuxi Aochuang, Wuxi Aozhi and Wuxi Aoyun agreed to lease to us
certain premises in No. 25 South Changjiang Road, No. 52 Xinmei Road, and No. 27-1 South
Changjiang Road of Xinwu District, Wuxi City, Jiangsu Province, the PRC with an aggregate
gross floor area of approximately 143,846.64 sq.m. for a term commencing on May 1, 2025 and
expiring on December 31, 2025 at an aggregate annual rent of RMB41.43 million.
The rent agreed under each of the Lease Agreements was determined by the parties at
arm’s length negotiations with reference to prevailing market rent of comparable properties.
Our Directors (including our independent non-executive Directors) are of the view that the
Lease Agreements was entered into and has been conducted in the ordinary and usual course
of business and on normal commercial terms or better.
In accordance with IFRS 16 “Leases”, the lease under the Lease Agreements is recognized
as right-of-use assets on our balance sheet. Therefore, the entering into the Lease Agreements
will be regarded as the acquisition of capital assets and one-off connected transaction, rather
than continuing connected transaction.
Accordingly, the reporting, announcement, annual review and independent Shareholders’
approval requirements in Chapter 14A of the Listing Rules will not be applicable.
NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS
Property management services from Wuxi Junhua
On January 28, 2026, our Company (for itself and on behalf of the Group) entered into
a framework agreement with Wuxi Junhua (“ Property Management Services Framework
Agreement ”), pursuant to which Wuxi Junhua would provide various property management
services (such as property cleaning and security services) to our Group in our ordinary and
usual course of business.
The initial term of the Property Management Services Framework Agreement will
commence on the Listing Date and will end on December 31, 2028, subject to renewal upon
the mutual agreement of both parties thereto. The parties will enter into separate underlying
agreements which will set out the specific terms and conditions for the provision of property
management services under the Property Management Services Framework Agreement.
Reasons for the transaction
During its ordinary and usual course of business, we leased properties from Wuxi Junhua
and Wuxi Junhua provided relevant property management services to us. Wuxi Junhua leases
out properties that are in location or of size and quality that are suitable for our requirements,
and offers professional and quality property management services that can facilitate efficient
and orderly business operation of our Group. As compared with other Independent Third
Parties, Wuxi Junhua normally has a better understanding of our property requirements in
relation to our business premises and offices.
CONNECTED TRANSACTIONS
– 262 –


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Pricing policies
Our Group shall pay property management service fees to Wuxi Junhua, which shall be
determined arm’s length negotiation between the parties on normal commercial terms, with
reference to a number of factors, including but not limited to (i) the size, location and quality
of the relevant property (in particular the total gross floor area of the relevant property under
management); (ii) the prevailing market property management service fees offered by third
party property management service providers for comparable property in similar location or of
similar type, size and/or quality; (iii) the scope of services to be provided; and (iv) the
estimated servicing costs (including, without limitation, labor costs in connection with the
property management services). The property management service fees are calculated
primarily by multiplying the total the gross floor area of the property under management and
the property management service fee per square meter.
Historical amounts
For the years ended December 31, 2022, 2023 and 2024 and the nine months ended
September 30, 2025, the historical transaction amounts with respect to the provision of
property management services by Wuxi Junhua were nil, RMB30.9 million, RMB52.3 million
and RMB59.0 million, respectively. As of December 31, 2022, 2023 and 2024 and September
30, 2025, the total GFA of our owned and leased properties which were managed by Wuxi
Junhua was nil, 214,853 sq. m., 500,637 sq. m. and 696,153 sq. m., respectively.
Annual caps
The following table sets forth the proposed annual caps for the transaction amounts to be
paid by us to Wuxi Junhua under the Property Management Services Framework Agreement:
Y ear ending December 31,
2026 2027 2028
(RMB in millions)
Total fees paid by us to Wuxi Junhua /H1118/H1118 73.2 73.2 73.2
The proposed annual caps are determined based on:
(i) the historical amounts of property management service fees paid by the Group to
Wuxi Junhua during the Track Record Period;
(ii) the expected increase in demand from our Group for property management services
for the increased total GFA of our leased properties arising primarily from (a) our
Wuxi No. 3 Factory Phase II located in Xinwu District, Wuxi City, China with a total
GFA of approximately 134,245 sq.m.; and (b) our Industrial Park Phase VI under
construction with an expected total GFA of 126,534 sq.m., in view of our growth and
business development;
CONNECTED TRANSACTIONS
– 263 –


--- page 275 ---
(iii) the expected increase in scope and standard of services required by the Group
leading to the expected increase in operational and servicing costs (such as labor
costs) to be incurred by Wuxi Junhua; and
(iv) other factors including but not limited to inflation and other unforeseen factors,
which may result in the increment in the property management service fees payable
by our Group.
Listing Rules implications
As the highest applicable percentage ratio of the transactions contemplated under the
Property Management Services Framework Agreement for the three years ending December 31,
2027 calculated for the purpose of Chapter 14A of the Listing Rules will exceed 0.1% but be
less than 5%, on an annual basis, pursuant to Rule 14A.76(2) of the Listing Rules, such
transactions will, upon Listing, constitute continuing connected transactions of our Company
subject to the annual reporting and annual review requirements under Rules 14A.49 and
14A.71 of the Listing Rules and the announcement requirement under Rule 14A.35 of the
Listing Rules.
Procurement of goods and services from Jiangsu Hengyuntai
On January 28, 2026, our Company (for itself and on behalf of the Group) entered into
a framework agreement with Jiangsu Hengyuntai (for itself and on behalf of its associates)
(“Procurement Framework Agreement ”), pursuant to which, our Group would procure from
Jiangsu Hengyuntai and/or its associates comprehensive information and software related
goods and services which primarily include data center services (such as cabinet hosting, IP ,
transmission, etc.) and industrial internet software and hardware goods and services (the
“Supporting Goods and Services ”) as our production and operation may require from time to
time.
The initial term of the Procurement Framework Agreement will commence on the Listing
Date and will end on December 31, 2028, subject to renewal upon the mutual agreement of both
parties thereto. The parties will enter into separate underlying agreements which will set out
the specific terms and conditions for the provision of Supporting Goods and Services under the
Procurement Framework Agreement.
Reasons for the transaction
Jiangsu Hengyuntai and/or its associates provide the Supporting Goods and Services
which we may require for the production of our products and our operations. We procured the
Supporting Goods and Services from Jiangsu Hengyuntai and/or its associates mainly taking
into account (i) the stability in data center services provider, which will enable us to maintain
data security in business operation; and (ii) the reliable quality of industrial internet software
and hardware goods and services provided by Jiangsu Hengyuntai. In our ordinary and usual
business, our Group has been procuring the Supporting Goods and Services from Jiangsu
CONNECTED TRANSACTIONS
– 264 –


--- page 276 ---
Hengyuntai and/or its associates from time to time, which enables them to be familiar with our
business needs, quality standards and operational requirements. Our Group has a long-term and
stable business cooperation with Jiangsu Hengyuntai. Our Directors believe that maintaining
a stable and quality business relationship with Jiangsu Hengyuntai will facilitate our business
growth.
Pricing policies
The pricing relating to procurement of the Supporting Goods and Services from Jiangsu
Hengyuntai and/or its associates pursuant to the Procurement Framework Agreement shall be
determined based on arm’s length negotiation between our Group and Jiangsu Hengyuntai
and/or its associates with reference to historical and market transaction price, taking into
account various factors including but not limited to the type of products and services (including
the specification, model and quality of the data center services and the industrial internet goods
and services), transaction volume and the prices for the procurement of products of similar
nature, type and quantity by our Group from Independent Third Parties in the market, as well
as the actual cost or reasonable cost (whichever is lower) incurred in the provision of the goods
and services. The terms are to be no less favorable to our Group compared to those transactions
between our Group and Independent Third Parties, which are in the best interests of our
Company and our Shareholders as a whole.
Historical amounts
For the years ended December 31, 2022, 2023 and 2024 and the nine months ended
September 30, 2025, the historical transaction amounts with respect to the procurement of the
Supporting Goods and Services from Jiangsu Hengyuntai and/or its associates were RMB5.9
million, RMB24.5 million, RMB18.1 million and RMB10.6 million, respectively.
Annual caps
The following table sets forth the proposed annual caps for the transaction amounts to be
paid by us to Jiangsu Hengyuntai and/or its associates under the Procurement Framework
Agreement:
Y ear ending December 31,
2026 2027 2028
(RMB in millions)
Total fees payable by us to Jiangsu
Hengyuntai and/or its associates /H1118/H1118/H1118/H111828.6 33.4 39.0
CONNECTED TRANSACTIONS
– 265 –


--- page 277 ---
The proposed annual caps are determined based on:
(i) the historical amounts of the transactions between our Group and Jiangsu
Hengyuntai and/or its associates during the Track Record Period in respect of our
procurement of the Supporting Goods and Services;
(ii) the expected amount of procurement of the Supporting Goods and Services by our
Group from Jiangsu Hengyuntai and/or its associates to meet the needs of our future
business development; and
(iii) other factors including but not limited to the expected prices of the Supporting
Goods and Services and their potential fluctuations, taking into account the costs
and expenses relating to labor and market trends.
Listing Rules implications
As the highest applicable percentage ratio of the transactions contemplated under the
Procurement Framework Agreement for the three years ending December 31, 2027 calculated
for the purpose of Chapter 14A of the Listing Rules will exceed 0.1% but be less than 5%, on
an annual basis. Pursuant to Rule 14A.76(2) of the Listing Rules, such transactions will, upon
Listing, constitute continuing connected transactions of our Company subject to the annual
reporting and annual review requirements under Rules 14A.49 and 14A.71 of the Listing Rules
and the announcement requirement under Rule 14A.35 of the Listing Rules.
INTERNAL CONTROL MEASURES ADOPTED BY THE COMPANY IN RESPECT OF
CONTINUING CONNECTED TRANSACTIONS
In order to further safeguard the interests of the Shareholders as a whole (including the
minority Shareholders), our Group has implemented the following internal control measures in
relation to the continuing connected transactions:
 we have adopted and implemented a management system on connected transactions.
Under such system, the audit committee under the Board is responsible for the
review on compliance with relevant laws, regulations, our Company’s policies and
the Listing Rules in respect of the continuing connected transactions. In addition,
the Audit Committee under the Board, the Board and various internal departments
of our Company are jointly responsible for evaluating the terms of the continuing
connected transactions, in particular, the fairness of the pricing policies and annual
caps under each transaction;
 the Audit Committee under the Board, the Board and various internal departments
of our Company also regularly monitor the fulfillment status and the updates in
relation to the continuing connected transactions. In addition, the management of
our Company also regularly reviews the pricing policies of the continuing connected
transactions;
CONNECTED TRANSACTIONS
– 266 –


--- page 278 ---
 our independent non-executive Directors and auditors will conduct annual review of
the continuing connected transactions and provide annual confirmation in
accordance with Rules 14A.55 and 14A.56 of the Listing Rules; and
 when considering the service fees and other fees provided by us to the above
connected persons, our Company will continue to regularly research in prevailing
market conditions and practices and make reference to the pricing and terms
between our Company and Independent Third Parties for similar transactions, to
ensure that the pricing and terms offered by the above connected persons, either
from bidding procedures or mutual commercial negotiations (as the case may be),
are fair, reasonable and are no less favorable than those offered to Independent Third
Parties.
DIRECTORS’ CONFIRMATION
Our Directors (including independent non-executive Directors) are of the view that: (i)
the continuing connected transactions under the Property Management Services Framework
Agreement and the Procurement Framework Agreement have been and will be entered into in
our ordinary and usual course of business on normal commercial terms or better, on terms that
are fair and reasonable, and in the interests of our Company and our Shareholders as a whole,
and (ii) the proposed annual caps under the Property Management Services Framework
Agreement and the Procurement Framework Agreement are fair and reasonable and in the
interests of our Company and the Shareholders as a whole.
JOINT SPONSORS’ CONFIRMATION
The Joint Sponsors have (i) reviewed the relevant documents and information provided
by our Company in relation to the above non-exempt continuing connected transactions under
the Property Management Services Framework Agreement and the Procurement Framework
Agreement; and (ii) participated in the due diligence and discussions with the management of
our Group.
Based on the aforementioned and the Directors’ view above, the Joint Sponsors are of the
view that the aforesaid non-exempt continuing connected transactions under the Property
Management Services Framework Agreement and the Procurement Framework Agreement, for
which a waiver has been sought, have been and will be entered into in the ordinary and usual
course of our business on normal commercial terms, are fair and reasonable and in the interests
of our Company and our Shareholders as a whole, and that the proposed annual caps in respect
of the non-exempt continuing connected transactions under the Property Management Services
Framework Agreement and the Procurement Framework Agreement are fair and reasonable and
in the interests of our Company and our Shareholders as a whole.
CONNECTED TRANSACTIONS
– 267 –


--- page 279 ---
W AIVERS GRANTED BY THE STOCK EXCHANGE
In respect of the continuing connected transactions as described above under the Property
Management Services Framework Agreement and the Procurement Framework Agreement, the
highest applicable percentage ratio calculated for the purpose of Chapter 14A of the Listing
Rules for the three years ending December 31, 2027 will be more than 0.1% but less than 5%
on an annual basis. Accordingly, the continuing connected transactions under these framework
agreements are subject to the annual reporting and annual review requirements under Rules
14A.49 and 14A.71 of the Listing Rules and the announcement requirement under Rule 14A.35
of the Listing Rules.
As the above continuing connected transactions under the Property Management Services
Framework Agreement and the Procurement Framework Agreement are expected to be carried
out on a recurring basis, our Directors consider that strict compliance with the aforesaid
announcement requirement will be impractical, and such requirements will lead to unnecessary
administrative costs and create an onerous burden on us. Accordingly, we have applied to the
Stock Exchange for, and the Stock Exchange has granted us, pursuant to Rule 14A.105 of the
Listing Rules, waivers from strict compliance with the announcement requirement under Rule
14A.35 of the Listing Rules in respect of the aforesaid partially-exempt continuing connected
transaction, provided that the total amount of transactions for each of the three years ending
December 31, 2027 will not exceed the relevant proposed annual caps as set out in this section.
The independent non-executive Directors and auditors of the Company will conduct annual
review of the continuing connected transactions under the Property Management Services
Framework Agreement and the Procurement Framework Agreement and provide annual
confirmation in accordance with Rules 14A.55 and 14A.56 of the Listing Rules.
Apart from the announcement requirement from which a waiver is sought, the Company
will comply with the applicable requirements under Chapter 14A of the Rules. In the event of
any future amendments to the Listing Rules imposing more stringent requirements than those
applicable as of the Latest Practicable Date on the continuing connected transactions referred
to in this prospectus, we will take immediate steps to ensure compliance with such new
requirements within reasonable time.
CONNECTED TRANSACTIONS
– 268 –


--- page 280 ---
So far as our Directors are aware, as of the Latest Practicable Date and immediately
following completion of the Global Offering (assuming the Offer Size Adjustment Option and
the Over-allotment Option are not exercised and no other changes are made to the issued share
capital of our Company between the Latest Practicable Date and Listing), the following
persons will have an interest or short position (as applicable) in our Shares or underlying
Shares which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV
of the SFO, or, will be, directly or indirectly, interested in 10% or more of the issued voting
shares of our Company:
Shareholder Nature of Interest
Number and
Description
of Shares
Approximate percentage
of shareholding in the
total issued share capital
of our Company as of
the Latest Practicable
Date
Approximate Percentage
of shareholding in
the A Shares immediately
after the Global Offering
Approximate percentage
of shareholding in
the total issued share
capital of our Company
immediately after
the Global Offering
Mr. Wang (1)(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner 8,836,057
A Shares
0.56% 0.56% 0.53%
Interest in controlled
corporation
497,495,646
A Shares
31.77% 31.77% 29.97%
Lhasa Xindao (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner 336,039,506
A Shares
21.46% 21.46% 20.25%
Wuxi Y uxi(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner 69,414,157
A Shares
4.43% 4.43% 4.18%
Shanghai Zhuoao (2) /H1118/H1118/H1118/H1118/H1118/H1118Beneficial owner 92,041,983
A Shares
5.88% 5.88% 5.55%
Shanghai Haochang (2) /H1118/H1118/H1118/H1118Interest in controlled
corporation
92,041,983
A Shares
5.88% 5.88% 5.55%
Shanghai Yiwei (2) /H1118/H1118/H1118/H1118/H1118/H1118Interest in controlled
corporation
92,041,983
A Shares
5.88% 5.88% 5.55%
Ms. Ni (2)(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Interest in controlled
corporation
92,041,983
A Shares
5.88% 5.88% 5.55%
Interest of spouse 414,289,720
A Shares
26.45% 26.45% 24.96%
Notes:
(1) Lhasa Xindao is held as to 94.0% by Mr. Wang. Wuxi Y uxi is indirectly wholly-owned by Mr. Wang. Under
the SFO, Mr. Wang is deemed to be interested in all the A Shares held by Lhasa Xindao and Wuxi Y uxi.
(2) The general partner of Shanghai Zhuoao is Shanghai Yiwei, whose general partner is Ms. Ni, the spouse of Mr.
Wang. Shanghai Zhuoao is indirectly held as to approximately 70.6% by Shanghai Haochang, which is in turn
wholly-owned by Mr. Wang. Under the SFO, Mr. Wang, Ms. Ni, Shanghai Yiwei and Shanghai Haochang are
deemed to be interested in all the A Shares held by Shanghai Zhuoao.
(3) Ms. Ni is the spouse of Mr. Wang, and is the general partner of Shanghai Yiwei, the general partner of Shanghai
Zhuoao. Therefore, Ms. Ni is deemed to be interested in (i) the A Shares held by Shanghai Zhuoao; and (ii)
the A Shares controlled by Mr. Wang directly and indirectly through Lhasa Xindao and Wuxi Y uxi.
SUBSTANTIAL SHAREHOLDERS
– 269 –


--- page 281 ---
For further information on any other person who will be, immediately following
completion of the Global Offering, directly or indirectly, interested in 10% or more of the
issued voting shares of any other member of our Group, see “Statutory and General
Information — 3. Further Information About Our Directors — C. Disclosure of Interests — (ii)
Interests of Substantial Shareholders in Members of Our Group (Excluding Our Company)” in
Appendix VI to this prospectus.
Save as disclosed above and in Appendix VI to this prospectus, our Directors are not
aware of any person who will, immediately following the Global Offering (assuming the Offer
Size Adjustment Option and the Over-allotment Option are not exercised and no other changes
are made to the issued share capital of our Company between the Latest Practicable Date and
Listing), have an interest or short position in the Shares or underlying Shares of our Company
which would be required to be disclosed under the provisions of Divisions 2 and 3 of Part XV
of the SFO, or will, directly or indirectly, be interested in 10% or more of the issued voting
shares of any other members of our Group.
SUBSTANTIAL SHAREHOLDERS
– 270 –


--- page 282 ---
BEFORE THE GLOBAL OFFERING
As of the Latest Practicable Date, the total issued share capital of our Company was
1,566,163,034 A Shares of nominal value of RMB1.00 each, which are all listed on the ChiNext
Market of the Shenzhen Stock Exchange.
Description of Shares Number of Shares
Approximate %
of issued share
capital
A Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,566,163,034 100.00%
UPON COMPLETION OF THE GLOBAL OFFERING
Immediately following the completion of the Global Offering, assuming that the Offer
Size Adjustment Option and the Over-allotment Option are not exercised, the share capital of
our Company will be as follows.
Description of Shares Number of Shares
Approximate %
of the enlarged
issued share
capital
A Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,566,163,034 94.36%
H Shares to be issued pursuant to
the Global Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111893,616,000 5.64%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,659,779,034 100.00%
Immediately following the completion of the Global Offering, assuming that the Offer
Size Adjustment Option is exercised in full and the Over-allotment Option is not exercised, the
share capital of our Company will be as follows.
Description of Shares Number of Shares
Approximate %
of the enlarged
issued share
capital
A Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,566,163,034 93.57%
H Shares to be issued pursuant to
the Global Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107,658,400 6.43%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,673,821,434 100.00%
SHARE CAPITAL
– 271 –


--- page 283 ---
Immediately following the completion of the Global Offering, assuming that the Offer
Size Adjustment Option is not exercised and the Over-allotment Option is exercised in full, the
share capital of our Company will be as follows:
Description of Shares Number of Shares
Approximate %
of the enlarged
issued share
capital
A Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,566,163,034 93.57%
H Shares to be issued pursuant to the Global
Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107,658,400 6.43%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,673,821,434 100.00%
Immediately following the completion of the Global Offering, assuming that the Offer
Size Adjustment Option and the Over-allotment Option are exercised in full, the share capital
of our Company will be as follows:
Description of Shares Number of Shares
Approximate %
of the enlarged
issued share
capital
A Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,566,163,034 92.67%
H Shares to be issued pursuant to the Global
Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118123,807,100 7.33%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,689,970,134 100.00%
OUR SHARES
Our H Shares in issue upon completion of the Global Offering, and our A Shares, are
ordinary Shares in our share capital and are considered as one class of Shares. Shenzhen-Hong
Kong Stock Connect has established a stock connect mechanism between mainland China and
Hong Kong. Our A Shares can be subscribed for and traded by mainland Chinese investors,
qualified foreign institutional investors or qualified foreign strategic investors and must be
traded in Renminbi. As our A Shares are eligible securities under the Northbound Trading Link,
they can also be subscribed for and traded by Hong Kong and other overseas investors pursuant
to the rules and limits of Shenzhen-Hong Kong Stock Connect. Our H Shares can be subscribed
for or traded by Hong Kong and other overseas investors and qualified domestic institutional
investors. If our H Shares are eligible securities under the Southbound Trading Link, they can
also be subscribed for and traded by mainland Chinese investors in accordance with the rules
and limits of Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect.
SHARE CAPITAL
– 272 –


--- page 284 ---
RANKING
Our H Shares and our A 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. All dividends in respect of our H Shares are to be paid by us in Hong Kong dollars
whereas all dividends in respect of our A Shares are to be paid by us in Renminbi. In addition
to cash, dividends may also be distributed in the form of Shares. Holders of our H Shares will
receive share dividends in the form of H Shares, and holders of our A Shares will receive share
dividends in the form of A Shares.
NO CONVERSION OF OUR A SHARES INTO H SHARES FOR LISTING AND
TRADING ON THE HONG KONG STOCK EXCHANGE
Our A Shares and our H Shares are generally neither interchangeable nor fungible, and the
market prices of our A Shares and our H Shares may be different after the Global Offering. The
Guidelines on Application for “Full Circulation” of Domestic Unlisted Shares of H-share
Companies ( H΅͡ሗ“ஷ”ˏ‘) announced by the CSRC are
not applicable to companies dual listed in the PRC and on the Hong Kong Stock Exchange. As
of the Latest Practicable Date, there were no relevant rules or guidelines from the CSRC
providing that A Shareholders may convert A shares held by them into H shares for listing and
trading on the Hong Kong Stock Exchange.
APPROV AL FROM HOLDERS OF A SHARES REGARDING THE GLOBAL
OFFERING
Approval from holders of A Shares is required for our Company to issue H Shares and
seek the listing of H Shares on the Hong Kong Stock Exchange. Such approval was obtained
by us at the shareholders’ general meeting of our Company held on February 14, 2025 and is
subject to the following conditions:
(i) Size of the offer . The proposed number of H Shares to be offered shall not exceed
10% of the total issued share capital enlarged by the H Shares to be issued pursuant
to the Global Offering (before the exercise of the Over-allotment Option). The
number of H Shares to be issued pursuant to the full exercise of the Over-allotment
Option shall not exceed 15% of the total number of H Shares to be offered initially
under the Global Offering.
(ii) Method of offering. The method of offering shall be by way of an international
offering to institutional investors and a public offer for subscription in Hong Kong.
(iii) Target investors. The H Shares shall be issued to public investors in Hong Kong
under the Hong Kong Public Offering and international investors, qualified domestic
institutional investors in mainland China and other investors who are approved by
mainland Chinese regulatory bodies to invest abroad in International Offering.
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(iv) Price determination basis. The issue price of the H Shares will be determined,
among others, after due consideration of the interests of existing shareholders of our
Company, acceptance of investors and the risks related to the offering, according to
international practice, through the demands for orders and book building process,
subject to the domestic and overseas capital market conditions and by reference to
the valuation level of comparable companies in domestic and overseas markets.
(v) V alidity period. The issue of H Shares and listing of H Shares on the Hong Kong
Stock Exchange shall be completed within 18 months from the date when the
Shareholders’ general meeting was held on February 14, 2025.
There is no other approved offering plans for our Shares except the Global Offering.
SHAREHOLDERS’ GENERAL MEETINGS
For details of circumstance under which our Shareholders’ general meeting is required,
see “Summary of the Articles of Association — Shareholders and Shareholders’ General
Meetings” in Appendix V to this prospectus.
SHARES SCHEMES
Certain employees of our Company and our subsidiaries are eligible to subscribe in
interests of our Shares through the Share Schemes. For details, see “Statutory and General
Information — 4. Our Restricted Share Incentive Schemes” in Appendix VI to this prospectus.
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You should read the following discussion and analysis in conjunction with our
consolidated financial statements, included in the Accountants’ Report in Appendix I,
together with the respective accompanying notes. Our consolidated financial information
has been prepared in accordance with IFRS Accounting Standards.
The following discussion and analysis contain forward-looking statements that
involve risks and uncertainties. These statements are based on 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 that we believe are
appropriate under the circumstances. However , our actual results could differ materially
from those anticipated in these forward-looking statements as a result of various factors,
including those set forth under “Risk Factors” and elsewhere in this document.
OVERVIEW
We are a prominent new energy intelligent equipment enterprise, offering highly
competitive core intelligent equipment and intelligent manufacturing solutions to a wide range
of emerging and high-end manufacturing industries. We design and supply advanced intelligent
equipment to address our customers’ customized manufacturing needs. We offer products and
solutions along a continuum ranging from standalone equipment to complete production lines
across our business segments, including lithium-ion battery intelligent equipment, PV
intelligent equipment, 3C intelligent equipment, intelligent logistics equipment and others.
Operating from within the world’s most dynamic and high-growth industrial ecosystem, our
equipment is deployed globally across diverse sectors including lithium-ion batteries, PVs, 3C
electronics, intelligent logistics, hydrogen energy, automotive and laser precision machining.
In the years ended December 31, 2022, 2023, 2024 and the nine months ended September
30, 2024 and 2025, our revenue was RMB13,836.1 million, RMB16,483.3 million,
RMB11,773.4 million, RMB9,038.4 million and RMB10,387.5 million, respectively, and our
net profit for the year/period was RMB2,318.1 million, RMB1,770.8 million, RMB268.0
million, RMB587.0 million and RMB1,161.3 million, respectively. In the years ended
December 31, 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, our
EBITDA (non-IFRS measure) was RMB2,749.6 million, RMB2,199.3 million, RMB495.8
million, RMB881.6 million and RMB1,654.6 million, respectively.
BASIS OF PREPARATION
Our historical financial information has been prepared in accordance with IFRS
Accounting Standards, issued by the International Accounting Standards Board. The historical
financial information has been prepared under the historical cost convention, as modified by
the revaluation of financial assets and financial liabilities at fair value through profit or loss,
which are carried at fair value.
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The preparation of the historical financial information in conformity with IFRS 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 assumptions and estimates are significant to
the historical financial information are disclosed in Note 5 to the Accountants’ Report in
Appendix I to this document.
MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our results of operations have been, and are expected to continue to be, affected by a
number of factors, including but not limited to the following:
 Demand for intelligent equipment and especially for lithium-ion battery equipment
 Ability to design, manufacture and market technologically advanced and cost-
competitive products and solutions
 Ability to expand our global coverage and continuously explore overseas markets
 Impact of raw materials and components on supply stability profitability
 Ability to manage working capital requirements
Demand for intelligent equipment and especially for lithium-ion battery equipment
Our business expansion and revenue growth have depended, and will continue to depend,
on demand of downstream market for intelligent equipment products and solutions, we derived
a substantial portion of our revenue from the sales of lithium-ion battery equipment to our
customers. We provide intelligent manufacturing solutions covering various battery types
which may be used for power batteries, energy storage, 3C and other fields. For the years ended
December 31, 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, our
revenue generated from sales of lithium-ion battery intelligent equipment was RMB9,944.4
million, RMB12,641.8 million, RMB7,688.5 million, RMB6,268.4 million and RMB6,949.0
million, respectively, representing 71.8%, 76.8%, 65.3%, 69.5% and 66.8% of our total
revenue, respectively.
Demand for our intelligent equipment products and solutions, especially our lithium-ion
battery equipment, is principally driven by the overall demand for the end applications of such
products and solutions, including EV , energy storage and consumer electronics. In particular,
customers of our lithium-ion battery equipment segment include lithium-ion battery
manufacturers and automotive manufacturers around the world such as CA TL, Tesla,
V olkswagen, BMW, Mercedes, Toyota, Ford, LG Energy, SK On, Panasonic, A TL, CALB, EVE
Energy, Gotion, AESC, Sunwoda, SVOLT, BYD, ACC and Ampace. According to Frost &
Sullivan, the market size of global lithium-ion battery intelligent equipment market (by
revenue) increased from RMB27.0 billion in 2020 to RMB49.8 billion in 2024, with a CAGR
of 16.5%, and is expected to grow to RMB137.2 billion in 2029, with a CAGR of 22.5% from
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2024 to 2029. And the market size of PRC lithium-ion battery intelligent equipment market (by
revenue) is expected to expand from RMB28.2 billion in 2024 to RMB75.7 billion in 2029,
representing a CAGR of 21.9%. This is in line with the growth of sales volume of EVs in China
from 1.4 million units in 2020 to 12.9 million units in 2024, accounting for 72.4% of the global
market share, with a CAGR of 75.2% from 2020 to 2024.
Triggered by fast expansion of downstream applications for lithium-ion battery such as
EV , energy storage system, consumer electronics, etc., the market size of global lithium-ion
battery intelligent equipment market grew rapidly. We believe that we are well positioned to
capture growth opportunities created by these trends with our deep collaboration with leading
manufacturers and wide international layouts.
Ability to design, manufacture and market technologically advanced and cost-competitive
products and Services
The intelligent equipment specifications that our customers require generally evolve over
time along with their changing preferences and needs. Given that most of the products are
made-to-order, our ability to design and develop new products that meet these changing
requirements has been and will continue to be critical to our ability to cater to the diverse needs
of our customers. During the Track Record Period, our research and development expenses
reached RMB5.9 billion, accounting for 11.3% of total revenue. We maintain a capable
research and development team of 4,116 employees, of which 87.8% hold a Bachelor’s degree
or higher as of September 30, 2025. We have set up a research and development department
under each business segment which are under the centralized management of our research and
development center. We have established the Lead University to conduct regular training for
our research and development personnel. Additionally, we have further developed a digital and
standardized R&D platform to facilitate the digital transformation of the equipment
manufacturing industry’s research and development processes. Our digital software is designed
to automate and digitize the entire R&D process, including selection guidance, automated
drawing and automatic programming. This approach aims to enhance R&D efficiency and
effectiveness while minimizing human errors.
We believe that such technological breakthroughs consolidated our competitive position
in the intelligent equipment industry and enhanced our capability to provide further added
value for our customers. We expect to continue to make significant investments in research and
development, thereby designing and developing more technologically advanced and cost-
competitive intelligent equipment products.
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Ability to expand our global coverage and continuously explore overseas markets
Governments of multiple countries have issued favorable policies to guide and promote
the development of the lithium-ion battery intelligent equipment industry. For example, in July
2023, the EU released the Batteries and Waste Batteries Act, which put forward strict control
requirements for the entire life cycle of battery production, reuse, and recycling, further
pushing lithium-ion intelligent equipment provider to develop more efficient and low-energy
lithium-ion production equipment.
As our downstream lithium-ion battery manufacturing is a global industry, our global
expansion and footprint is essential to our business growth. We export our equipment to over
20 countries and regions, including Germany, France, Sweden, UK, Hungary and etc. We have
formed strategic partnerships with overseas leading automotive and battery manufacturers such
as Tesla, V olkswagen, BMW, Mercedes, Toyota, LG Energy, SK On, Samsung SDI, Panasonic
and ACC, thereby building global product sales and brand presence. Additionally, through
collaboration with domestic clients like CA TL, A TL, CALB, EVE Energy, Gotion, AESC,
Ampace, Sunwoda, SVOLT and BYD, we have become their preferred partner for international
expansion. Our revenue from overseas sales increased by 87.5% from RMB1,195.4 million in
2022 to RMB2,241.6 million in 2023, and increased by 26.3% from RMB2,241.6 million in
2023 to RMB2,831.3 million in 2024, respectively, accounting for 8.6%, 13.6% and 24.0% of
our revenue in the same years, respectively. Our revenue from overseas sales remained
relatively stable at RMB2,199.8 million in the nine months ended September 30, 2024 and
RMB2,015.3 million in the nine months ended September 30, 2025, respectively, accounting
for 24.3%, and 19.4% of our revenue in the same periods, respectively. For the years ended
December 31, 2022, 2023 and 2024, our gross profit from overseas sales was RMB237.2
million, RMB362.0 million and RMB1,134.0 million, respectively and our gross margin was
19.8%, 16.1% and 36.7% in the same years, respectively. For the periods ended nine months
ended September 30, 2024 and 2025, our gross profit from overseas sales was RMB875.6
million and RMB791.4 million, respectively and our gross profit margin was 39.8% and 39.3%
in the same periods, respectively.
Impact of raw materials and components on supply stability and profitability
Effective management of supply chain also contribute to our success. The majority of our
cost of revenue is raw materials and consumables used, which primarily include non-standard
components, standardized components and basic materials which can be used for a wide range
of equipment across different business segments. See “— Procurement and Suppliers — Raw
materials and components”. For the years ended December 31, 2022, 2023, 2024 and the nine
months ended September 30, 2024 and 2025, our raw material cost amounted to RMB7,107.3
million, RMB8,396.4 million, RMB5,576.8 million, RMB4,106.3 million and RMB5,175.5
million, respectively, representing 81.0%, 75.8%, 67.7%, 70.0% and 72.1% of our cost of sales
in the same years.
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Raw materials and components used in the production of our intelligent equipment
products and solutions are sourced from domestic and international suppliers. We believe that
we are not dependent on any particular supplier, as we source our key raw materials and
components for our products from multiple suppliers. We generally procure raw materials and
components from suppliers through non-exclusive supply contracts. The prices of such raw
materials and components are generally fixed for the effective term of the supply contract,
which allows us to better manage our procurement cost and provide customers with more
accurate pricing on our products. We enter co-operation framework agreements with
outstanding suppliers to strengthen the co-operative relations and build a strong supply chain.
We may elect to terminate a supply contract with a supplier in case of poor product quality,
failure to deliver in time or other breaches of contract provisions. Based on the aforementioned
factors, we believe that we can manage the supply of major raw materials and components in
the near future and maintain effective control on their procurement prices.
Ability to manage working capital requirements
Our business operations require significant working capital. We recognize our revenue
from sales of intelligent equipment fully upon the receipt of customer acceptance. Our
capability to manage the level of trade and notes receivables will affect our cash level and
liquidity as well as our financial condition. We value the management of receivables, our
finance team monitors payments closely and prepares a monthly aging report showing the
customers’ amounts for the management’s review. Our sales team also evaluates such invoices
on a case-by-case basis and follows up with the customers to collect the trade receivables. We
have strengthened cash flow management through measures, such as optimizing accounts
receivable management, enhancing inventory turnover control, and improving capital
utilization efficiency. It is expected that our cash flow situation will improve as of the end of
2024, thus providing financial support for our business expansion and strategic investments.
MATERIAL ACCOUNTING POLICIES AND ESTIMATES
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. Our management continually evaluates such
estimates, assumptions and judgments based on past experience and other factors, including
industry practices and expectations of future events which are deemed to be reasonable under
the circumstances. There has not been any material deviation from our management’s estimates
or assumptions and actual results, and we have not made any material changes to these
estimates or assumptions during the Track Record Period. We do not expect any material
changes to these estimates and assumptions in the foreseeable future.
We set forth below accounting policies which we believe are of critical importance to us
or involve the most significant estimates, assumptions and judgments used in the preparation
of our financial statements. Our material accounting policy information, estimates,
assumptions and judgments, which are important for understanding our financial condition and
results of operations, are set forth in details in Notes 4 and 5 to the Accountants’ Report in
Appendix I to this prospectus.
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Revenue Recognition
Sales of Intelligent Equipment
Each of the equipment involves a comprehensive process, including design, manufacture,
delivery, installation and commissioning of customized products to the customers. Given that
customers cannot benefits from part of the process, each of the equipment is accounted for as
a single performance obligation. Revenue from sales of intelligent equipment is generally
recognized fully upon the receipt of customer acceptance. Such acceptance is formally
acknowledged through a signed document verifying that the equipment meets the specified
requirements and is fully operational to the customer’s satisfaction, which representing the
customer has the ability to direct the use of the equipment and obtain substantially all of the
remaining benefits of the equipment.
Typically, upon signing of a sales contract, the customer is obligated to remit a deposit
of approximately 30% of the total contract amount. When the equipment is ready for shipment,
the customer is required to settle approximately 30% of the total contract amount.
Subsequently, upon the completion of installation of the equipment, and receipt of the
customer’s signed acceptance confirmation, the customer is obliged to pay an additional
approximately 30% of the total contract amount. Finally, approximately 10% of the contract
amount is withheld by the customers and will be released upon the fulfillment of a one year’s
retention period. During the retention period, we provide repair and maintenance and other
related services.
Approximately 10% of the contract amount withheld by the customers is recognized as
part of revenue in full upon customer acceptance, consistent with the remaining contract
amount. The retention period represents an assurance-type of warranty that the equipment
complies with agreed-upon specifications for a one-year retention period and cannot be
purchased separately, and therefore does not constitute a separate performance obligation.
Accordingly, the Group accounts for assurance-type warranties in accordance with IAS 37
“Provisions, Contingent Liabilities and Contingent Assets”.
Contract liabilities are recognized when the advance payments are received but revenue
has yet been recognized. Retention receivables are classified as contract assets and are
transferred to trade receivables when the rights become unconditional.
Transaction price allocated to the remaining performance obligation for contracts with
customers
We apply the practical expedient of not disclosing the transaction price allocated to
performance obligations that were unsatisfied as our contract has an original expected duration
of less than one year.
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Property, plant and equipment
Property, plant and equipment are tangible assets that are held for use in the production
or supply of goods or services, or for administrative purposes (other than freehold lands and
construction in progress as described below). Property, plant and equipment are stated in the
consolidated statements of financial position at cost less subsequent accumulated depreciation
and subsequent accumulated impairment losses, if any.
Freehold lands are not depreciated and are measured at cost less subsequent accumulated
impairment losses.
Property, plant and equipment in the course of construction for production, supply or
administrative purposes are carried at cost, less any recognized impairment loss. Costs include
any costs directly attributable to bringing the asset to the location and condition necessary for
it to be capable of operating in the manner intended by management, including costs of testing
whether the related assets are functioning properly and, for qualifying assets, in accordance
with our accounting policy. Depreciation of these assets, on the same basis as other property
assets, commences when the assets are ready for their intended use.
Depreciation is recognized so as to write off the cost of assets other than freehold land
and construction in progress less their residual values over their estimated useful lives, using
the straight-line method. The estimated useful lives, residual values and depreciation method
are reviewed at the end of each reporting period, with the effect of any changes in estimate
accounted for on a prospective basis.
An item of property, plant and equipment is derecognized upon disposal or when no future
economic benefits are expected to arise from the continued use of the asset. Any gain or loss
arising on the disposal or retirement of an item of property, plant and equipment is determined
as the difference between the sales proceeds and the carrying amount of the asset and is
recognized in profit or loss.
Right-of-Use Assets
The cost of right-of-use asset includes:
 the amount of the initial measurement of the lease liability; and
 any lease payments made at or before the commencement date.
Right-of-use assets are measured at cost, less any accumulated depreciation and
impairment losses, and adjusted for any remeasurement of lease liabilities. Right-of-use assets
are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease
term.
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Government Grants
Government grants are not recognized until there is reasonable assurance that we will
comply with the conditions attaching to them and that the grants will be received. Government
grants are recognized in profit or loss on a systematic basis over the periods in which we
recognize as expenses the related costs for which the grants are intended to compensate.
Specifically, government grants whose primary condition is that we should purchase, construct
or otherwise acquire non-current assets are recognized as deferred income in the consolidated
statement of financial position and transferred to profit or loss on a systematic and rational
basis over the useful lives of the related assets. Government grants related to income that are
receivable as compensation for expenses or losses already incurred or for the purpose of giving
immediate financial support to us with no future related costs are recognized in profit or loss
in the period in which they become receivable. Such grants are presented under “other
income”.
Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the
date of acquisition of the business less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of our cash-
generating units (or group of cash-generating units) that is expected to benefit from the
synergies of the combination, which represent the lowest level at which the goodwill is
monitored for internal management purposes and not larger than an operating segment.
A cash-generating unit (or group of cash-generating units) to which goodwill has been
allocated is tested for impairment annually or more frequently when there is indication that the
unit may be impaired. For goodwill arising on an acquisition in a reporting period, the
cash-generating unit (or group of cash-generating units) to which goodwill has been allocated
is tested for impairment before the end of that reporting period. If the recoverable amount is
less than its carrying amount, the impairment loss is allocated first to reduce the carrying
amount of any goodwill and then to the other assets on a pro-rata basis based on the carrying
amount of each asset in the unit (or group of cash-generating units).
Impairment testing of goodwill
On July 31, 2017, the Company acquired entire equity interests of Zhuhai Titan for a total
consideration of RMB1,350.0 million, comprising a cash consideration of RMB607.5 million
and the fair value of shares issued by the Company amounting to RMB742.5 million. The
goodwill of RMB1,092.3 million resulted from the difference between the total consideration
and the fair value of identifiable net assets of Zhuhai Titan amounting to RMB257.7 million.
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For the purpose of impairment testing, goodwill acquired through business combination
is allocated to Zhuhai Titan (“Zhuhai Titan CGU”), which constituted a CGU. In addition to
goodwill, property, plant and equipment, right-of-assets and other intangible assets that
generate cash flows together with the related goodwill are also included in the respective
Zhuhai Titan CGU for the purpose of impairment assessment. have been assessed as one CGU.
As of December 31, 2022, 2023, 2024 and September 30, 2025, the carrying amount of the
Zhuhai Titan CGU amounted to RMB1,175,246,000, RMB1,198,112,000, RMB1,250,709,000
and RMB1,269,024,000, respectively.
The Group engaged an independent qualified professional valuer, V ocation (Beijing)
International Asset V aluation Co., Ltd (“V ocation”) ( Ӝдಌ(̏ԯ)ʮ̡)
(305-306, 3rd Floor, Block 37, No. 19 Chegongzhuang West Road, Haidian District, Beijing,
China), to assist the preparation of the goodwill impairment testing. The recoverable amount
has been determined based on a value in use calculation. The calculation uses cash flow
projections based on financial budgets approved by management covering a 5-year period. The
management of the Group did not assume any growth to the cash flows subsequent to the 5-year
period. This is based on the relevant industry growth forecasts and does not exceed the average
long-term growth rate for the relevant industry. The following table sets out the key
assumptions for the value in use calculation of Zhuhai Titan CGU:
As of December 31 As of
September 30,
20252022 2023 2024
Pre-tax discount rate /H1118/H1118/H1118/H1118/H1118/H111812.81% 11.07% 11.09% 11.95%
Revenue growth rate /H1118/H1118/H1118/H1118/H1118/H11181.93% 3.00% 4.96% 5.43%
Gross profit ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819.80% 23.02% 23.95% 23.88%
Pre-tax discount rate applied reflects the current market assessments of the time value of
money and the risks specific to Zhuhai Titan CGU. Revenue growth rates and gross profit ratios
were determined by the management of the Group based on Zhuhai Titan CGU’s past
performance and management’s expectations for the market development.
Based on the result of the assessment, the management of the Group determined that the
recoverable amount of Zhuhai Titan CGU exceeded the carrying amount by RMB941,914,000,
RMB1,154,383,000, RMB590,257,000 and RMB518,358,000 as of December 31, 2022, 2023,
2024 and September 30, 2025, respectively. Accordingly, there was no impairment of goodwill
recognized during the Track Record Period.
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In addition, the management of the Group performed the sensitivity analysis based on
changes of the abovementioned key assumptions. Had the estimated key assumptions during
the forecast period been changed as below while other assumptions remained constant, the
excess of recoverable amount of Zhuhai Titan CGU over the carrying amount, as of
December 31, 2022, 2023, 2024 and September 30, 2025 would decrease to the amounts set out
as below:
As of December 31 As of
September 30,
20252022 2023 2024
RMB’000 RMB’000 RMB’000 RMB’000
Pre-tax discount rate
increased by 5% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118829,354 1,012,190 457,774 388,621
Revenue growth rate
decreased by 5% /H1118/H1118/H1118/H1118/H1118/H1118/H1118837,664 1,048,480 431,519 372,432
Gross profit ratio decreased
by 5% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118680,124 828,410 268,384 256,961
In the view of the directors of the Company, there is no reasonably possible change to the
key assumptions applied would not lead to impairment of goodwill as of December 31, 2022,
2023, 2024 and September 30, 2025.
Intangible assets
Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are carried at costs
less accumulated amortization and any accumulated impairment losses. Amortization for
intangible assets with finite useful lives is recognized on a straight-line basis over their
estimated useful lives. The estimated useful life and amortization method are reviewed at the
end of each reporting period, with the effect of any changes in estimate being accounted for
on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately
are carried at cost less any subsequent accumulated impairment losses.
Internally-generated other intangible assets — research and development expenditure
Expenditure on research activities is recognized as an expense in the period in which it
is incurred.
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An internally-generated intangible asset arising from development activities (or from the
development phase of an internal project) is recognized if, and only if, all of the following have
been demonstrated:
 the technical feasibility of completing the intangible asset so that it will be available
for use or sale;
 the intention to complete the intangible asset and use or sell it;
 the ability to use or sell the intangible asset;
 how the intangible asset will generate probable future economic benefits;
 the availability of adequate technical, financial and other resources to complete the
development and to use or sell the intangible asset; and
 the ability to measure reliably the expenditure attributable to the intangible asset
during its development.
The amount initially recognized for internally-generated intangible asset is the sum of the
expenditure incurred from the date when the intangible asset first meets the recognition criteria
listed above. Where no internally-generated intangible asset can be recognized, development
expenditure is recognized in profit or loss in the period in which it is incurred.
Development stage begins after the platform design verification test has been passed,
prototypes and samples have been tested and test reports have been generated. Development
costs at this stage are recognized as assets when the above six criteria are met.
Development expenditures not satisfying the above criteria are recognized in the profit or
loss as incurred.
Capitalized development costs are amortized using the straight-line method over their
estimated useful lives. Amortization shall begin when the assets are available for use.
The management of the Group performed annual impairment testing during the Track
Relevant Periods for the development costs which were not yet available for use. The
recoverable amount of the development costs has been determined based on a value in use
calculation by using the discounted cashflow method, based on the financial budgets of
individual development projects approved by management covering a 5-year period. The
values to the assigned key assumptions were based on the historical performance of comparable
products and the management’s expectation of future market development.
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The following table sets out the key assumption for the value in use calculation of the
development costs:
As of December 31,
2022 2023
Pre-tax discount rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815.64% 15.40%
Pre-tax discount rate applied reflects the current market assessments of the time value of
money and the risks specific to the development costs.
Based on the result of the assessment, the management of the Group determined that the
recoverable amount of development costs exceeded the carrying amount by RMB34,476,000,
and RMB22,452,000 as of December 31, 2022 and 2023, respectively. Accordingly, there was
no impairment of development costs recognized during the Track Record Period.
In addition, the management of the Group performed the sensitivity analysis based on
changes of the abovementioned key assumption. Had the estimated key assumption during the
forecast period been changed as below while other assumptions remained constant, the excess
of recoverable amount of development costs over the carrying amount, as of December 31,
2022 and 2023 would decrease to the amounts set out as below:
As of December 31,
2022 2023
RMB’000 RMB’000
Pre-tax discount rate increased by 5% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,876 20,752
In the view of the directors of the Company, there is no reasonably possible change to the
key assumptions applied would not lead to impairment of development costs as of December
31, 2022 and 2023.
Financial instruments
Financial assets and financial liabilities are recognized when an entity becomes a party
to the contractual provisions of the instrument. All regular way purchases or sales of financial
assets are recognized and derecognized on a trade date basis. Regular way purchases or sales
are purchases or sales of financial assets that require delivery of assets within the time frame
established by regulation or convention in the market place.
FINANCIAL INFORMATION
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--- page 298 ---
Financial assets and financial liabilities are initially measured at fair value except for
trade receivables arising from contracts with customers which are initially measured in
accordance with IFRS 15 Revenue from Contracts with Customers . Transaction costs that are
directly attributable to the acquisition or issue of financial assets and financial liabilities (other
than for financial assets at FVTPL are added to or deducted from the fair value of the financial
assets, as appropriate, on initial recognition. Transaction costs directly attributable to the
acquisition of financial assets at FVTPL are recognized immediately in profit or loss.
The effective interest method is a method of calculating the amortized cost of a financial
asset or financial liability and of allocating interest income and interest expense over the
relevant period. The effective interest rate is the rate that exactly discounts estimated future
cash receipts and payments (including all fees and points paid or received that form an integral
part of the effective interest rate, transaction costs and other premiums or discounts) through
the expected life of the financial asset or financial liability, or, where appropriate, a shorter
period, to the net carrying amount on initial recognition.
Provision of ECL for trade receivables and contract assets
Trade receivables and contract assets relating to debtors with known financial difficulties
or significant doubt on collection are assessed individually for impairment. In addition, we use
practical expedient in estimating ECL on trade receivables and contract assets, which are not
assessed individually using a provision matrix. The provision rates are based on internal credit
ratings as groupings of various debtors that have similar loss patterns taking into consideration
our historical default rates and forward-looking information that is reasonable and supportable
available without undue costs or effort. At every reporting date, the historical observed default
rates are reassessed and changes in the forward- looking information are considered.
Write-down of inventories based on the lower of cost and net realizable value
We review the conditions of inventories and makes provision for obsolete and
slow-moving inventory items by using the lower of cost and net realizable value. Net realizable
value of inventories is the estimated selling price in the ordinary course of business, less
estimated cost to be incurred to completion and sale. These estimates are based on the current
market condition and the historical experience of selling products of a similar nature. The
management reassesses these estimates at the end of the reporting period.
FINANCIAL INFORMATION
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--- page 299 ---
RESULTS OF OPERATIONS
The following table sets forth a summary of our consolidated results of operations for the
years and periods presented:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in millions, except for percentages)
(unaudited)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,836 100.0 16,483 100.0 11,773 100.0 9,038 100.0 10,388 100.0
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,771) (63.4) (11,090) (67.3) (8,236) (70.0) (5,866) (64.9) (7,183) (69.1)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,065 36.6 5,393 32.7 3,537 30.0 3,172 35.1 3,205 30.9
Other income and expenses /H1118 408 2.9 464 2.8 330 2.8 370 4.1 257 2.5
Other gains and losses /H1118/H1118/H1118/H111860 0.4 (16) (0.1) 15 0.1 (6) (0.1) 32 0.3
Impairment losses under
expected credit loss
model, net of reversal /H1118/H1118 (473) (3.4) (750) (4.6) (555) (4.7) (516) (5.7) 216 2.1
Selling and marketing
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(411) (3.0) (451) (2.7) (362) (3.1) (234) (2.6) (211) (2.0)
Administrative expenses /H1118/H1118 (740) (5.3) (1,034) (6.3) (1,120) (9.5) (859) (9.5) (883) (8.5)
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – – 0.0 (2) 0.0
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,348) (9.7) (1,675) (10.1) (1,671) (14.1) (1,266) (14.0) (1,231) (11.9)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20) (0.1) (20) (0.1) (62) (0.5) (33) (0.4) (100) (1.0)
Profit before tax /H1118/H1118/H1118/H1118/H1118/H11182,541 18.4 1,911 11.6 112 1.0 628 6.9 1,283 12.4
Income tax (expense) credit (223) (1.6) (140) (0.8) 156 1.3 (41) (0.5) (122) (1.2)
Profit for the year/period /H1118 2,318 16.8 1,771 10.8 268 2.3 587 6.4 1,161 11.2
NON-IFRS MEASURES
To supplement our consolidated financial statements which are presented in accordance
with IFRS, we also use EBITDA (non-IFRS measure), as additional financial metrics. These
non-IFRS measures are not required by or presented in accordance with IFRS.
We believe that these non-IFRS measures facilitate comparisons of our operating
performance by eliminating potential impacts of certain items listed below. We also believe
that such non-IFRS measures present useful information in understanding and evaluating our
consolidated results of operations in the same manner as they help our management. However,
our presentation of such non-IFRS measures may not be comparable to similarly titled
measures presented by other companies. The use of these non-IFRS measures has limitations
as an analytical tool, and you should not consider it in isolation from, or as substitute for
analysis of, our results of operations or financial condition as reported under IFRS.
FINANCIAL INFORMATION
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--- page 300 ---
The following table sets out a reconciliation from profit for the year/period to EBITDA
(non-IFRS measure) for the years and periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in millions)
(unaudited)
Reconciliation of profit
for the year/period to
EBITDA
(non-IFRS measure):
Profit for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,318 1,771 268 587 1,161
Add:
– Income tax expense
(credit) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118223 140 (156) 41 122
– Net finance costs
(1) /H1118/H1118/H1118/H111820 20 62 33 100
– Depreciation and
amortization of other
assets
(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189 268 321 220 272
EBITDA (non-IFRS
measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,750 2,199 496 882 1,655
Notes:
(1) Finance costs represent the total of interest on lease liabilities, interest on bank loans and bank charges
for discounted bills receivables excluding both interest expenses and income.
(2) The amount of depreciation and amortization presented represents the depreciation of plant and
equipment and the amortization of intangible asset and does not include depreciation of right-of-use
assets which approximates the rental expense of capitalized lease contract.
DESCRIPTION OF KEY COMPONENTS OF OUR RESULTS OF OPERATIONS
Revenue
During the Track Record Period, substantial portion of our revenue was generated
primarily from sales of lithium-ion battery intelligent equipment, PV intelligent equipment,
intelligent logistics equipment.
FINANCIAL INFORMATION
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--- page 301 ---
Revenue by Segment
The following table sets forth a breakdown of our revenue by segment, each expressed in
absolute amount and as a percentage of our total revenue, for the years and periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in millions, except for percentages)
(unaudited)
Lithium-ion battery
Equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,944 71.8 12,642 76.8 7,689 65.3 6,268 69.5 6,949 66.8
PV intelligent equipment /H1118/H1118 463 3.3 1,028 6.2 867 7.4 564 6.2 965 9.3
3C intelligent equipment /H1118/H1118/H1118606 4.4 698 4.2 689 5.9 373 4.1 135 1.3
Intelligent logistics
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,695 12.3 1,431 8.7 1,867 15.8 1,504 16.6 921 8.9
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,128 8.2 684 4.1 661 5.6 329 3.6 1,418 13.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,836 100.0 16,483 100.0 11,773 100.0 9,038 100.0 10,388 100.0
Note:
(1) Other business includes hydrogen energy equipment, automotive intelligent production line, laser precision
processing equipment and other products and services.
Revenue by Geographical Location
The following table sets forth our revenue breakdown by geographical location, each
expressed in absolute amount and as a percentage of our total revenue, for the years and periods
indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in millions, except for percentages)
(unaudited)
Mainland China /H1118/H1118/H1118/H1118/H1118/H1118/H111812,641 91.4 14,241 86.4 8,942 76.0 6,838 75.7 8,373 80.6
Europe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118685 4.9 1,857 11.3 2,227 18.9 1,733 19.2 1,129 10.9
North America /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118426 3.1 257 1.5 81 0.7 9 0.1 28 0.3
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111884 0.6 128 0.8 523 4.4 458 5.0 858 8.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,836 100.0 16,483 100.0 11,773 100.0 9,038 100.0 10,388 100.0
Note:
(1) Others primarily include Asian countries and regions.
FINANCIAL INFORMATION
– 290 –


--- page 302 ---
The mainland China market has had a relatively large portion in our business since
inception. Sales from the mainland China market increased from RMB12,640.8 million in 2022
to RMB14,241.8 million in 2023, and decreased to RMB8,942.0 million in 2024, accounting
for 91.4%, 86.4% and 76.0% of our total revenue for the same year, respectively. Sales from
the mainland China market increased from RMB6,838.6 million in the nine months ended
September 30, 2024 to RMB8,372.2 million in the nine months ended September 30, 2025,
accounting for 75.7% and 80.6% of our total revenue for the same periods, respectively.
In addition, we have expanded our business presence overseas, mainly in Germany,
France, Sweden, UK, Hungary and etc., and we primarily derived revenue from sales of
lithium-ion battery equipment and intelligent logistics equipment. Revenue from overseas sales
increased from RMB1,195.4 million in 2022 to RMB2,241.6 million in 2023 and increased
from RMB2,241.6 million in 2023 to RMB2,831.3 million in 2024, accounting for 8.6%,
13.6% and 24.0% of our total revenue for the respective years, which demonstrates the fast
expansion of our business overseas. Revenue from overseas sales remained relatively stable at
RMB2,199.8 million in the nine months ended September 30, 2024 and RMB2,015.3 million
in the nine months ended September 30, 2025, accounting for 24.3% and 19.4% of our total
revenue for the same periods, respectively. Specifically, our revenue from Europe increased
from RMB684.8 million in 2022 to RMB1,856.8 million in 2023, and further increased to
RMB2,226.9 million in 2024. Our revenue from Europe decreased from RMB1,733.1 million
in the nine months ended September 30, 2024 to RMB1,128.7 million in the nine months ended
September 30, 2025, primarily because a relatively larger number of orders were recognized in
the nine months ended September 30, 2024. Our revenue from North America decreased from
RMB426.3 million in 2022 to RMB256.9 million in 2023, and further decreased to RMB81.5
million in 2024, and remained relatively stable at RMB8.6 million in the nine months ended
September 30, 2024 and RMB27.9 million in the nine months ended September 30, 2025.
Revenue from North America was relatively low, and would remain at a relatively low level
in the foreseeable future. Therefore, considering the limited revenue contribution from North
America, along with our major customers’ localization strategies focusing on manufacturing
and supply chain management where they locally manufacture their products, we consider the
impact of current and potential future US tariff, either direct or indirect, to be insignificant on
us. Consequently, our revenue from other regions increased from RMB84.3 millions in 2022
to RMB127.9 million in 2023, and then to RMB523.0 million in 2024 and further increased
from RMB458.1 million in the nine months ended September 30, 2024 to RMB858.9 million
in the nine months ended September 30, 2025.
FINANCIAL INFORMATION
– 291 –


--- page 303 ---
Cost of Sales
Our cost of sales mainly include raw materials, labor costs, manufacturing overhead and
write-down of inventories. Our cost of sales amounted to RMB8,771.1 million, RMB11,089.8
million, RMB8,235.8 million, RMB5,866.2 million and RMB7,183.0 million in 2022, 2023,
2024 and the nine months ended September 30, 2024 and 2025, respectively. The fluctuation
of cost of sales throughout the Track Record Period was largely in line with revenue. Our
write-down of inventories increased from 2022 to 2024, mainly due to decrease in end-market
demand of downstream lithium-ion battery and PV industries, and the corresponding slowdown
in capacity expansion of relevant industries, resulting in prolonged delivery cycle and
acceptance period, and an increase in inventory impairment risk. Our write-down of inventories
increased from RMB84.9 million in the nine months ended September 30, 2024 to RMB170.4
million in the nine months ended September 30, 2025, primarily due to provisions related to
changes in customer demand, after assessing order status and such customers’ business
condition.
The following table sets forth a breakdown of our cost of sales by nature in absolute
amounts and as a percentage of our total cost of sales for the years and periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in millions, except for percentages)
(unaudited)
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,107 81.0 8,396 75.8 5,577 67.7 4,106 70.0 5,176 72.1
Labor costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118756 8.6 1,036 9.3 957 11.6 608 10.4 730 10.2
Manufacturing overhead /H1118/H1118/H1118793 9.1 1,246 11.2 1,153 14.0 1,067 18.2 1,107 15.4
Write-down of inventories /H1118/H1118 115 1.3 412 3.7 549 6.7 85 1.4 170 2.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,771 100.0 11,090 100.0 8,236 100.0 5,866 100.0 7,183 100.0
FINANCIAL INFORMATION
– 292 –


--- page 304 ---
The following table sets forth our cost of sales breakdown by geographical location, each
expressed in absolute amount and as a percentage of our total cost of sales, for the years and
periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in millions, except for percentages)
(unaudited)
Mainland China /H1118/H1118/H1118/H1118/H1118/H1118/H11187,813 89.1 9,210 83.0 6,445 78.3 4,542 77.4 5,959 83.0
Europe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118616 7.0 1,643 14.8 1,456 17.6 1,073 18.3 729 10.1
North America /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118286 3.3 142 1.3 57 0.7 4 0.1 17 0.2
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856 0.6 95 0.9 278 3.4 247 4.2 478 6.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,771 100.0 11,090 100.0 8,236 100.0 5,866 100.0 7,183 100.0
Note:
(1) Others primarily include Asian countries and regions.
The following table sets forth a breakdown of our cost of sales by segment for the years
and periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in millions, except for percentages)
(unaudited)
Lithium-ion battery
intelligent Equipment /H1118/H1118/H11186,115 69.7 8,035 72.5 5,087 61.8 3,806 64.9 4,694 65.3
PV intelligent equipment /H1118/H1118 380 4.3 897 8.1 787 9.5 399 6.8 775 10.8
3C intelligent equipment /H1118/H1118/H1118417 4.8 410 3.7 467 5.7 219 3.7 92 1.3
Intelligent logistics
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,380 15.7 1,357 12.2 1,479 18.0 1,234 21.0 754 10.5
Other business (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118479 5.5 391 3.5 416 5.0 208 3.6 868 12.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,771 100.0 11,090 100.0 8,236 100.0 5,866 100.0 7,183 100.0
Note:
(1) Other business includes hydrogen energy equipment, automotive intelligent production line, laser precision
processing equipment and other products and services.
FINANCIAL INFORMATION
– 293 –


--- page 305 ---
Gross Profit and Gross Profit Margin
Our gross profit represents our revenue less cost of sales. Our gross profit margin is
calculated by dividing its gross profit by revenue. We experienced decrease in gross profit
margin during the Track Record Period, from 36.6% in 2022 to 32.7% in 2023, and further to
30.0% in 2024. The decrease in gross profit margin was mainly due to our prudent approach
for inventory write-down as we not only write down inventory at times of actual losses, but
also after making prudent assessment of the realizable net value of inventories in advance,
especially for inventories with longer aging to reflect their slow turnover cycle.
The challenging downstream market conditions led to enhanced market competition and
imposed challenges on our customers, reducing their demand for expansion of production
capacity. Some customers, despite having placed orders for our products, are delaying their
expansion plans, choosing to await a recovery in downstream demand before confirming
acceptance and deploying the equipment. Accordingly, we made assessment of the net
realizable value of inventories and made provisions accordingly. As a result, the write-down of
inventories increased from RMB114.9 million in 2022 to RMB411.5 million in 2023, and
further to RMB548.7 million in 2024, and from RMB84.9 million in the nine months ended
September 30, 2024 to RMB170.4 million in the nine months ended September 30, 2025,
respectively. In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, our
subsequent reversal of write-down of inventories amounted to RMB61.8 million, RMB24.7
million, RMB154.1 million, RMB124.8 million and RMB192.7 million, respectively. The
reversal of inventory write-downs in the nine months ended September 30, 2025 was primarily
due to the acceptance of certain delayed orders previously written off.
Our gross profit margin decreased from 35.1% in the nine months ended September 30,
2024 to 30.9% in the nine months ended September 30, 2025, primarily due to certain orders
accepted during the period having been contracted during an industry downturn at relatively
lower pricing, resulting in lower gross margins upon acceptance.
FINANCIAL INFORMATION
– 294 –


--- page 306 ---
The following table sets forth a breakdown of our gross profit by segment, as well as the
respective gross profit margins for the years and periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
(%) (%) (%) (%) (%)
(RMB in millions, except for percentages)
(unaudited)
Lithium-ion battery
intelligent Equipment /H1118/H1118/H11183,829 38.5 4,607 36.4 2,602 33.8 2,462 39.3 2,255 32.5
PV intelligent equipment /H1118/H1118 83 17.9 131 12.7 80 9.2 165 29.3 190 19.7
3C intelligent equipment /H1118/H1118/H1118189 31.2 288 41.3 222 32.2 154 41.3 43 31.9
Intelligent logistics
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118315 18.6 74 5.2 388 20.8 270 18.0 167 18.1
Other business (1) /H1118/H1118/H1118/H1118/H1118/H1118649 57.5 293 42.8 245 37.1 121 36.8 550 38.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,065 36.6 5,393 32.7 3,537 30.0 3,172 35.1 3,205 30.9
Note:
(1) Other business includes hydrogen energy equipment, automotive intelligent production line, laser precision
processing equipment and other products and services.
The following table sets forth a breakdown of our gross profit by geographical location,
as well as the respective gross profit margins for the years and periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
(%) (%) (%) (%) (%)
(RMB in millions, except for percentages)
(unaudited)
Mainland China /H1118/H1118/H1118/H1118/H1118/H1118/H11184,828 38.2 5,031 35.3 2,497 27.9 2,296 33.6 2,414 28.8
Europe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869 10.1 (1) 214 11.5 (1) 771 34.6 (1) 660 38.1 400 35.4
North America /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140 32.9 115 44.7 24 29.6 5 55.6 11 39.3
Others (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 33.3 33 25.8 245 46.8 211 46.1 380 44.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,065 36.6 5,393 32.7 3,537 30.0 3,172 35.1 3,205 30.9
Notes:
(1) Our gross profit margin in Europe was relatively low in 2022 and 2023, which was primarily as a result of our
strategic pricing to open up the European market. The increase in our gross profit margin in Europe in 2024
which was primarily due to the stabilization of our operations in Europe.
(2) Others primarily include Asian countries and regions.
FINANCIAL INFORMATION
– 295 –


--- page 307 ---
Other Income and Expenses
Our other income and expenses mainly represents government grants applied to our
operating activities. The following table sets forth a breakdown of our other income and
expenses for the years and periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in millions)
(unaudited)
Unconditional
Government grants /H1118/H1118/H1118/H111823 22 28 21 9
Subsidies for research and
development projects /H1118/H1118 1 1 1 231 1 8
Subsidies for assets
acquisition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111888865
V alue-added tax refund
and additional
deduction /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118274 340 333 303 183
Interest income from bank
balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861 61 38 26 35
Interest income from time
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 23332
Penalty income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 1 2662
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 6 (90) 4 3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118408 464 330 370 257
FINANCIAL INFORMATION
– 296 –


--- page 308 ---
Other Gains and Losses
Our other gains and losses mainly represent net gains from changes in fair value of
financial assets measured at FVTPL, net losses on derecognition of bills receivables at
FVTOCI, net losses on disposals of property, plant and equipment, net foreign exchange gains
and impairment loss recognized on goodwill. The following table sets forth a breakdown of our
other gains and losses for the years and periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in millions)
(unaudited)
Net gains from changes in
fair value of financial
assets measured at
FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 9931 1 7
Net losses on derecognition
of bills receivables at
FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11) (19) (12) (11) (6)
Net losses on disposals of
property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(0) (18) (4) (6) (4)
Net foreign exchange
gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 10 46 16 35
Decrease in goodwill /H1118/H1118/H1118/H1118/H1118( 1 ) ––––
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 2 (18) (6) (10)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860 (16) 15 (6) 32
We recorded other gains of RMB60.0 million in 2022 and other losses of RMB15.9
million in 2023, other gains of RMB14.6 million in 2024, and recorded other losses of RMB6.3
million in the nine months ended September 30, 2024 and other gains of RMB31.5 million in
the nine months ended September 30, 2025, which was primarily related to (i) the fluctuations
in exchange gains, mainly as result of the impact of fluctuations in the exchange rates of RMB
and foreign currencies; and (ii) the changes in fair value of financial assets measured at
FVTPL, which is attributable to the decrease in our structural deposit.
FINANCIAL INFORMATION
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--- page 309 ---
Impairment Losses Under Expected Credit Loss Model, Net of Reversal
Our impairment losses under expected credit loss model, net of reversal mainly represents
bad debt loss recognized or reversed of trade receivables, contract assets and other receivables.
The following table sets forth a breakdown of our credit impairment losses for the
years/periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in millions)
(unaudited)
Impairment losses
recognized/(reversed)
on:
– trade receivables /H1118/H1118/H1118/H1118/H1118/H1118446 729 594 534 (219)
– contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 19 (44) (17) 7
– other receivables /H1118/H1118/H1118/H1118/H1118/H11185 2 5 (1) (4)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118473 750 555 516 (216)
We recorded impairment losses under expected credit loss model, net of reversal of
RMB473.2 million, RMB750.4 million and RMB555.2 million in 2022, 2023 and 2024,
primarily attributable to the impairment losses recognized on trade receivable.
We recorded impairment losses under expected credit loss model, net of reversal of
RMB515.7 million in the nine months ended September 30, 2024, and reversed impairment
allowance of RMB215.7 million in the nine months ended September 30, 2025, primarily
because the lithium battery industry recovered and resumed production, which significantly
improved customers’ ability to make payments. As a result, previously anticipated credit losses
were no longer expected, allowing us to write back those provisions.
FINANCIAL INFORMATION
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--- page 310 ---
Selling and Marketing Expenses
Our selling and marketing expenses mainly represent traveling and business related
expenses, staff cost related to our sales personnel and office expense. The following table sets
forth a breakdown of our selling and marketing expenses by nature for the years and periods
indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in millions, except for percentages)
(unaudited)
Traveling and business
related expenses /H1118/H1118/H1118/H1118/H1118/H1118274 66.8 347 77.0 214 59.2 140 59.8 104 49.3
Staff costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118111 26.9 92 20.4 138 38.1 83 35.5 87 41.2
Office expenses /H1118/H1118/H1118/H1118/H1118/H1118/H111817 4.1 6 1.3 5 1.4 7 3.0 4 1.9
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 2.2 6 1.3 5 1.3 4 1.7 16 7.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118411 100.0 451 100.0 362 100.0 234 100.0 211 100.0
Note:
(1) Others primarily includes depreciation and amortization expenses and communication expense.
FINANCIAL INFORMATION
– 299 –


--- page 311 ---
Administrative Expenses
Our administrative expenses mainly represent staff costs related to our administrative
personnel, profession service fees, depreciation and amortization expenses, office expenses and
traveling expenses. Our administrative expenses increased from 2022 to 2024, and from the
nine months ended September 30, 2024 to the same period in 2025, mainly as a result of the
increased number of our administrative personnel and the corresponding increase in our
recruitment expenses, along with the expansion of our scale of global operations and our
expansion of overseas markets. The following table sets forth a breakdown of our
administrative expenses by nature for the years and periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in millions, except for percentages)
(unaudited)
Staff costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118426 57.6 594 57.4 636 56.8 516 60.1 443 50.2
Professional service fees /H1118/H1118/H111895 12.8 110 10.6 84 7.5 74 8.7 91 10.3
Depreciation and
amortization /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865 8.7 73 7.0 94 8.4 63 7.3 75 8.5
Office expenses /H1118/H1118/H1118/H1118/H1118/H1118/H111890 12.1 131 12.6 132 11.8 104 12.1 145 16.4
Traveling expenses /H1118/H1118/H1118/H1118/H1118/H11186 0.9 30 2.9 35 3.1 28 3.3 14 1.6
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858 7.9 96 9.5 139 12.4 74 8.5 115 13.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118740 100.0 1,034 100.0 1,120 100.0 859 100.0 883 100.0
Note:
(1) Others primarily includes business entertainment expenses and utility fees.
FINANCIAL INFORMATION
– 300 –


--- page 312 ---
Research and Development Expenses
Our research and development expenses mainly represent staff costs related to our
research and development personnel, raw materials costs, traveling expenses, depreciation and
amortization expenses. The following table sets forth a breakdown of our research and
development expenses by nature for the years and periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in millions, except for percentages)
(unaudited)
Staff costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,026 76.0 1,343 80.2 1,318 78.9 1,022 80.7 1,038 84.3
Raw material costs /H1118/H1118/H1118/H1118/H1118/H1118211 15.6 182 10.8 153 9.2 120 9.5 68 5.5
Traveling expenses /H1118/H1118/H1118/H1118/H111870 5.2 90 5.4 102 6.1 65 5.1 64 5.2
Depreciation and
amortization expenses /H1118/H1118/H111818 1.4 25 1.5 32 1.9 22 1.7 21 1.7
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 1.8 35 2.1 66 3.9 37 3.0 40 3.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,348 100.0 1,675 100.0 1,671 100.0 1,266 100.0 1,231 100.0
Note:
(1) Others primarily includes office expenses.
Finance Costs
Our financial costs mainly represent interest on lease liabilities and bank charges for
discounted bills receivables. The following table sets forth a breakdown of our financial costs
by nature for the years and periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in millions)
(unaudited)
Interest on lease
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 19 19 14 13
Interest on bank loans /H1118/H1118/H1118 – – 42 17 87
Bank charges for
discounted bills
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181112–
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 20 62 33 100
FINANCIAL INFORMATION
– 301 –


--- page 313 ---
Income Tax Expenses
We had income tax expenses of RMB222.8 million in 2022, income tax expenses of
RMB139.9 million in 2023, and income tax credit of RMB155.8 million in 2024, respectively.
We had income tax expenses of RMB41.4 million and RMB121.5 million in the nine months
ended September 30, 2024 and 2025, respectively.
Our income tax expenses consist of current income tax and deferred income tax assets.
We are subject to income tax on an individual legal entity basis on profits arising in or derived
from the tax jurisdictions in which we and our subsidiaries are domiciled or operating.
We and our subsidiaries located in China have been subject to EIT at a statutory tax rate
of 25%, except that we and/or some of our subsidiaries were from time to time entitled to
preferential tax treatments, mainly including the following:
(i) preferential income tax rate of 15.0% due to their accreditation as high and new
technology enterprises in China; and
(ii) preferential income tax rate of 20.0% for taxable income below RMB1 million
which represents 25% reduction in taxable income subject to tax, due to tax benefits
available to qualified small- and medium-enterprises in the PRC.
Additionally, as of the date of this prospectus, our subsidiaries located in the United
States and the European Union, namely Lead Intelligent Equipment (USA) LLC, Lead
Intelligent Equipment (Sweden) AB and Lead Intelligent Equipment (Deutschland) GmbH,
were subject to corporate income tax at a statutory rate of 29.84%, 20.6% and 32.17%,
respectively.
In the years ended December 31, 2022, 2023 and 2024 and the nine months ended
September 30, 2024 and 2025, our effective tax rate, which was calculated by dividing the
income tax expenses by total profit, was 8.8%, 7.3%, 9.5%, 6.6% and 9.5%, respectively.
As of the Latest Practicable Date, we did not have any material dispute with any tax
authority.
Profit for the Y ear/Period
In the years ended December 31, 2022, 2023, 2024 and the nine months ended September
30, 2024 and 2025, our profit for the years and periods amounted to RMB2,318.1 million,
RMB1,770.8 million, RMB268.0 million, RMB587.0 million and RMB1,161.3 million,
respectively.
FINANCIAL INFORMATION
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--- page 314 ---
PERIOD-TO-PERIOD COMPARISON OF RESULTS OF OPERATIONS
Nine months ended September 30, 2025 Compared to nine months ended September 30,
2024
Revenue
Our total revenue increased by 14.9% from RMB9,038.4 million in the nine months ended
September 30, 2024 to RMB10,387.5 million in the nine months ended September 30, 2025.
 Revenue from our sales of lithium-ion battery intelligent equipment increased by
10.9% from RMB6,268.4 million in the nine months ended September 30, 2024 to
RMB6,949.0 million in the nine months ended September 30, 2025, primarily due
to an increase in order and acceptance of the downstream EV battery and energy
storage battery companies, as a result of the recovery of downstream EV and energy
storage market.
 Revenue from our sales of PV intelligent equipment increased by 70.9% from
RMB564.4 million in the nine months ended September 30, 2024 to RMB964.3
million in the nine months ended September 30, 2025, primarily due to certain of our
PV equipment previously undergoing testing stage being accepted by the customers.
 Revenue from our 3C intelligent equipment decreased by 63.8% from RMB373.1
million in the nine months ended September 30, 2024 to RMB135.0 million in the
nine months ended September 30, 2025, which was primarily due to the timing of
customer acceptance, as a larger portion of acceptance in 2025 occurred in the fourth
quarter compared to 2024.
 Revenue from our intelligent logistics equipment decreased by 38.8% from
RMB1,503.8 million in the nine months ended September 30, 2024 to RMB921.0
million in the nine months ended September 30, 2025, primarily due to the timing
of customer acceptance, as the prior period reflected concentrated acceptance of
several sizeable projects, while major orders in the current period were still in
execution and had not yet reached contractual acceptance milestones for revenue
recognition.
 Revenue from our other business increased significantly from RMB328.7 million in
the nine months ended September 30, 2024 to RMB1,418.2 million in the nine
months ended September 30, 2025, primarily due to the acceptance of orders by
customers, including an automotive intelligent production line project that had
previously been undergoing testing.
FINANCIAL INFORMATION
– 303 –


--- page 315 ---
Cost of Sales
Our cost of sales increased by 22.4% from RMB5,866.2 million in the nine months ended
September 30, 2024 to RMB7,183.0 million in the nine months ended September 30, 2025,
which is generally in line with the increase in revenue.
Gross Profit and Gross Profit Margin
Our gross profit increased by 1.0% from RMB3,172.3 million in the nine months ended
September 30, 2024 to RMB3,204.6 million in the nine months ended September 30, 2025, as
a result of the foregoing. Our gross profit margin decreased from 35.1% in the nine months
ended September 30, 2024 to 30.9% in the nine months ended September 30, 2025.
 our gross profit for lithium-ion battery equipment decreased by 8.4% from
RMB2,462.7 million for the nine months ended September 30, 2024 to RMB2,254.7
million for the nine months ended September 30, 2025, with gross margin
decreasing from 39.3% to 32.5% during the same periods, primarily because of a
change in the mix of equipment accepted by customers during the nine months ended
September 30, 2025, including a higher proportion of relatively lower-margin
equipment and contract deliveries.
 our gross profit for the PV intelligent equipment increased by 15.1% from
RMB165.1 million for the nine months ended September 30, 2024 to RMB190.0
million for the nine months ended September 30, 2025, with gross margin
decreasing from 29.3% to 19.7% during the same periods, primarily because the PV
intelligent equipment accepted by the customers during the nine months ended
September 30, 2024 was of relatively higher profit margin, owing to differing
customer demand.
 our gross profit for 3C intelligent equipment decreased from RMB154.1 million for
the nine months ended September 30, 2024 to RMB43.4 million for the nine months
ended September 30, 2025, with gross margin decreasing from 41.3% to 32.1%
during the same periods, primarily because the 3C intelligent equipments accepted
by the customers during the nine months ended September 30, 2024 was of relatively
higher profit margin.
 our gross profit for intelligent logistics equipment decreased by 38.2% from
RMB269.5 million for the nine months ended September 30, 2024 to RMB166.5
million for the nine months ended September 30, 2025, while our gross margin
remained relatively stable at 17.9% and 18.1% during the same periods,
respectively.
 our gross profit for others increased by 355.2% from RMB120.8 million for the nine
months ended September 30, 2024 to RMB549.9 million for the nine months ended
September 30, 2025, with gross margin increasing from 36.8% to 38.8% during the
FINANCIAL INFORMATION
– 304 –


--- page 316 ---
same period, primarily because higher-margin projects, including an automotive
intelligent production line project, accounted for a higher proportion of revenue in
the nine months ended September 30, 2025.
Other Income and Expenses
Our other income and expenses decreased by 30.6% from RMB369.6 million in the nine
months ended September 30, 2024 to RMB256.6 million in the nine months ended September
30, 2025, primarily due to a decrease in value-added tax refund and additional deduction,
primarily due to (i) policy changes and (ii) limit on V A T refund received in relation to V A T
carried forward from the previous period, which cannot exceed actual V A T paid in 2025.
Other Gains and Losses
Our other losses of RMB6.3 million in the nine months ended September 30, 2024
changed to other gains of RMB31.5 million in the nine months ended September 30, 2025,
primarily due to (i) an increase in net foreign exchange gains, primarily due to the fluctuations
in the exchange rates of RMB and foreign currencies; (ii) an increase in net gains from changes
in fair value of financial assets measured at FVTPL, primarily due to the maturity of structured
deposit products; and (iii) a decrease in net losses on derecognition of bills receivables at
FVTOCI.
Impairment Losses under Expected Credit Loss Model, Net of Reversal
Our impairment losses under expected credit loss model, net of reversal changed from
losses of RMB515.7 million in the nine months ended September 30, 2024 to reversed
impairment allowance of RMB215.7 million in the nine months ended September 30, 2025,
primarily due to the impairment losses reversed on trade receivables the lithium battery
industry recovered and resumed production, which significantly improved customers’ ability to
make payments. As a result, previously anticipated credit losses were no longer expected,
allowing us to write back those provisions.
Selling and Marketing Expenses
Our selling and marketing expenses decreased by 10.1% from RMB233.4 million in the
nine months ended September 30, 2024 to RMB210.0 million in the nine months ended
September 30, 2025 mainly due to our efforts to improve operational efficiency by tightening
control over key spending categories such as business entertainment and market promotion
costs. Our selling and marketing expenses as a percentage of revenue was 2.6% and 2.0% for
the nine months ended September 30, 2024 and 2025, respectively.
FINANCIAL INFORMATION
– 305 –


--- page 317 ---
Administrative Expenses
Our administrative expenses remained relatively stable at RMB858.9 million in the nine
months ended September 30, 2024 and RMB883.0 million in the nine months ended September
30, 2025. Our administrative expenses as a percentage of revenue was 9.5% and 8.5% for the
nine months ended September 30, 2024 and 2025, respectively.
Research and Development Expenses
Our research and development expenses remained relatively stable at RMB1,266.2
million for the nine months ended September 30, 2024 and RMB1,231.2 million for the nine
months ended September 30, 2025, and as a percentage of revenue decreased from 14.0% for
the nine months ended September 30, 2024 to 11.9% for the nine months ended September 30,
2025, primarily driven by our enhanced measures, which required R&D teams to adopt a more
targeted approach to problem-solving, thereby reducing redundant experiments and saving on
materials.
Finance Costs
Our finance costs increased by 202.8% from RMB32.9 million in the nine months ended
September 30, 2024 to RMB99.5 million in the nine months ended September 30, 2025,
primarily due to increase in interest on bank loans as our borrowings increased significantly to
finance our net operating cash outflow position in 2024 caused by slowdown of capacity
expansion of downstream customers. We expect the impact to be short-term as we are
witnessing gradual recovery of the downstream market with uptick in orders and net operating
cash inflow position in the nine months ended September 30, 2025.
Income tax (expense) credit
Our income tax expenses increased by 193.7% from RMB41.4 million in the nine months
ended September 30, 2024 to RMB121.5 million in the nine months ended September 30, 2025,
primarily due to an increase in total profit before tax. In the nine months ended September 30,
2024 and 2025, our effective tax rate was 6.6% and 9.5%, respectively. The increase in our
effective tax rate was primarily due to total profit before tax increasing at a faster pace than
the tax benefits associated with our R&D expenses, including R&D-related tax deductions.
Profit for the Period
As a result of the foregoing, our profit for the period increased by 97.9% from RMB587.0
million in the nine months ended September 30, 2024 to RMB1,161.3 million in the nine
months ended September 30, 2025 and our net profit margin increased from 6.5% in the nine
months ended September 30, 2024 to 11.2% in the nine months ended September 30, 2025.
FINANCIAL INFORMATION
– 306 –


--- page 318 ---
Y ear Ended December 31, 2024 Compared with Y ear Ended December 31, 2023
Revenue
Our total revenue decreased by 28.6% from RMB16,483.3 million in the year ended
December 31, 2023 to RMB11,773.4 million in the year ended December 31, 2024, primarily
due to decrease in revenue derived from sales of lithium-ion battery intelligent equipment and
PV intelligent equipment.
 Revenue from our sales of lithium-ion battery intelligent equipment decreased by
39.2% from RMB12,641.8 million in the year ended December 31, 2023 to
RMB7,688.5 million in the year ended December 31, 2024, primarily due to a
decrease in order and prolonged acceptance period of lithium-ion battery equipment
in 2023 due to slowdown in capacity expansion of downstream EV battery and
energy storage battery companies with new production capacity pending further
release, as well as the slowdown in the growth of the EV market and the weakening
of policy support from 2023 represented by the phase-out of the purchase subsidy
policy for new energy vehicles at the end of 2022 in China, leading to the weakened
performance of industry, resulting in a decrease in revenue recognized from such
orders in 2024.
 Revenue from our sales of PV intelligent equipment decreased by 15.7% from
RMB1,028.3 million in the year ended December 31, 2023 to RMB867.0 million in
the year ended December 31, 2024, primarily due to the weakened performance of
the PV intelligent equipment industry since the second half of 2023 due to
overcapacity of the PV industry.
 Revenue from our 3C intelligent equipment decreased by 1.4% from RMB698.5
million in the year ended December 31, 2023 to RMB688.8 million in the year ended
December 31, 2024.
 Revenue from our intelligent logistics equipment increased by 30.5% from
RMB1,431.0 million in the year ended December 31, 2023 to RMB1,867.3 million
in the year ended December 31, 2024, primarily because we recognized revenue
generated from the orders that we secured in previous years due to the relatively
long acceptance period of certain customers.
 Revenue from our other business decreased by 3.2% from RMB683.8 million in the
year ended December 31, 2023 to RMB661.7 million in the year ended December
31, 2024.
Cost of Sales
Our cost of sales decreased by 25.7% from RMB11,089.8 million in the year ended
December 31 2023 to RMB8,235.8 million in the year ended December 31 2024, generally in
line with our revenue fluctuation and taking into consideration the increase in write-down of
inventories.
FINANCIAL INFORMATION
– 307 –


--- page 319 ---
Gross Profit and Gross Profit Margin
Our gross profit decreased by 34.4% from RMB5,393.5 million in the year ended
December 31, 2023 to RMB3,537.5 million in the year ended December 31, 2024 as a result
of the foregoing. Our gross profit margin decreased from 32.7% in the year ended December
31, 2023 to 30.0% the year ended December 31, 2024. The decrease in gross profit margin was
mainly due to increase in write-down of inventories from RMB411.5 million to RMB548.7
million during the same period.
 Gross profit from our sales of lithium-ion battery intelligent equipment decreased by
43.5% from RMB4,606.5 million in the year ended December 31, 2023 to
RMB2,601.5 million in the year ended December 31, 2024. The gross profit margin
of our sales of lithium-ion battery intelligent equipment decreased from 36.4% in the
year ended December 31, 2023 to 33.8% in the year ended December 31, 2024,
primarily due to increase in write-down of inventories from RMB284.7 million to
RMB392.5 million during the same period. The decrease could also be partly
attributable to our decrease in revenue from top customers in 2024 with higher profit
margin.
 Gross profit from our sales of PV intelligent equipment decreased by 39.3% from
RMB131.2 million in the year ended December 31, 2023 to RMB79.6 million in the
year ended December 31, 2024. The gross profit margin from our sales of PV
intelligent equipment decreased from 12.7% in 2023 to 9.2% in 2024, primarily due
to increase in write-down of inventories from RMB41.3 million to RMB128.1
million during the same period, resulting from decrease in end-market demand of
downstream PV industry, and the corresponding slowdown in capacity expansion of
such downstream industry, leading to enhanced market competition and lower profit
margin.
 Gross profit from our sales of 3C intelligent equipment decreased by 23.0% from
RMB288.5 million in the year ended December 31, 2023 to RMB222.1 million in
the year ended December 31, 2024. The gross profit margin of our sales of 3C
intelligent equipment decreased from 41.3% in the year ended December 31, 2023
to 32.2% in the year ended December 31, 2024 primarily due to our maintenance
services which come with higher profit margin accounted for higher proportion of
revenue in 2023.
 Gross profit from our sales of intelligent logistics equipment increased by 423.0%
from RMB74.3 million in the year ended December 31, 2023 to RMB388.6 million
in the year ended December 31, 2024. The gross profit margin of our sales of
intelligent logistics equipment increased from 5.2% in the year ended December 31,
2023 to 20.8% in the year ended December 31, 2024, primarily because (i) delivery
of certain overseas order incurred higher shipping cost in 2023; and (ii) the
post-pandemic global supply chains gradually stabilized and our shipping cost for
overseas orders in 2024 reduced to a normal range.
FINANCIAL INFORMATION
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--- page 320 ---
 Gross profit from our other business decreased by 16.1% from RMB293.1 million
in the year ended December 31, 2023 to RMB245.8 million in the year ended
December 31, 2024. The gross profit margin of our other business decreased from
42.8% in the year ended December 31, 2023 to 37.1% in the year ended December
31, 2024, primarily due to the decrease in the proportion of sales from products and
services of relatively higher margin.
Other Income and Expenses
Our other income and expenses decreased by 28.9% from RMB464.3 million in the year
ended December 31, 2023 to RMB330.3 million in the year ended December 31, 2024,
primarily due to (i) a decrease in others, primarily related to increase in additional other
business expenses; and (ii) a decrease in interest income from banks.
Other Gains and Losses
We accounted other losses of RMB15.9 million in the year ended December 31, 2023 and
other gains of RMB14.6 million in the year ended December 31, 2024, primarily due to an
increase in net foreign exchange gains, mainly as a result of the impact of fluctuations in the
exchange rates of RMB and foreign currencies.
Impairment Losses under Expected Credit Loss Model, Net of Reversal
Our impairment losses under expected credit loss model, net of reversal decreased by
26.0% from RMB750.4 million in the year ended 2023 to RMB555.2 million in the year ended
2024, primarily due to decrease in impairment losses recognized on trade receivables,
corresponding to the decrease in our size of trade receivables.
Selling and Marketing Expenses
Our selling and marketing expenses decreased by 19.7% from RMB451.0 million in the
year ended December 31, 2023 to RMB362.4 million in the year ended December 31, 2024,
primarily due to decrease in traveling and business related expenses as we hired international
business sales and marketing employees, partially offset by an increase in staff cost, primarily
due to the same reason.
Administrative Expenses
Our administrative expenses increased by 8.3% from RMB1,034.0 million in the year
ended December 31, 2023 to RMB1,119.7 million in the year ended December 31, 2024,
primarily due to an increase in (i) others, primarily due to an increase in recruitment expenses;
and (ii) staff cost, mainly as a result of the expansion of the Group’s scale of global operations.
Research and Development Expenses
Our research and development expenses remained relatively stable at RMB1,675.6
million in the year ended December 31, 2023 and RMB1,670.7 million in the year ended
December 31, 2024.
FINANCIAL INFORMATION
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--- page 321 ---
Finance Costs
Our finance costs increased by 207.6% from RMB20.2 million in the year ended
December 31, 2023 to RMB62.2 million in the year ended December 31, 2024, primarily due
to our increased interest on bank loans.
Income tax (expense) credit
We recorded income tax expense of RMB139.9 million in the year ended December 31,
2023 and income tax credit of RMB155.8 million in the year ended December 31, 2024,
primarily due to decrease in total profit before tax and also taking into consideration other
preferential tax treatments.
Profit for the Y ear
As a result of the foregoing, our profit for the year decreased by 84.9% from RMB1,770.8
million in the year ended December 31, 2023 to RMB268.0 million in the year ended December
31, 2024 and our net profit margin decreased from 10.7% in the year ended December 31, 2023
to 2.3% in the year ended December 31, 2024.
Comparisons for the years ended December 31, 2023 and 2022
Revenue
Our total revenue increased by 19.1% from RMB13,836.1 million in the year ended
December 31, 2022 to RMB16,483.3 million in the year ended December 31, 2023, primarily
due to increases in revenue derived from sales of lithium-ion battery intelligent equipment, PV
intelligent equipment and intelligent logistics equipment.
 Revenue from our sales of lithium-ion battery intelligent equipment increased by
27.1% from RMB9,944.4 million in the year ended December 31, 2022 to
RMB12,641.8 million in the year ended December 31, 2023, primarily due to our
larger portfolio of competitive products by leveraging previous research and
development efforts which resulted in enhanced product quality and customer
satisfaction and increased sales driven by overall growth of the lithium-ion battery
and end product markets.
 Revenue from our sales of PV intelligent equipment increased by 121.9% from
RMB463.5 million in the year ended December 31, 2022 to RMB1,028.3 million in
the year ended December 31, 2023, primarily due to (i) increased sales driven by
overall growth of the PV end product markets and (ii) our larger portfolio of
competitive products being acknowledged and accepted by new and existing
customers, which was a result of the Group’s continuous improvement of research
and development capabilities.
FINANCIAL INFORMATION
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--- page 322 ---
 Revenue from our 3C intelligent equipment remained relatively stable, amounted to
RMB605.8 million in the year ended December 31, 2022 and RMB698.5 million in
the year ended December 31, 2023.
 Revenue from our intelligent logistics equipment slightly decreased by 15.6% from
RMB1,694.5 million in the year ended December 31, 2022 to RMB1,431.0 million
in the year ended December 31, 2023, primarily because the revenue from certain
orders we secured in 2022 was recognized in 2024 due to the relatively long
acceptance period of our customers.
 Revenue from our other business decreased from RMB1,127.9 million in the year
ended December 31, 2022 to RMB683.8 million in the year ended December 31,
2023, primarily because we completed the delivery for orders with large contract
amount in 2022.
Cost of Sales
Our cost of sales increased by 26.4% from RMB8,771.1 million in the year ended
December 31, 2022 to RMB11,089.8 million in the year ended December 31, 2023, primarily
due to increases in costs of raw materials, generally in line with revenue growth.
Gross Profit and Gross Profit Margin
Our gross profit increased by 6.5% from RMB5,065.0 million in the year ended December
31, 2022 to RMB5,393.5 million in the year ended December 31, 2023 as a result of the
foregoing. Our gross profit margin decreased from 36.6% in the year ended December 31, 2022
to 32.7% in the year ended December 31, 2023.
 Gross profit from our sales of lithium-ion battery intelligent equipment increased by
20.3% from RMB3,829.4 million in the year ended December 31, 2022 to
RMB4,606.5 million in the year ended December 31, 2023. The gross profit margin
from our sales of lithium-ion battery intelligent equipment decreased from 38.5% in
the year ended December 31, 2022 to 36.4% in the year ended December 31, 2023,
primarily due to increase in write-down of inventories from RMB51.0 million to
RMB285.0 million during the same period, which primarily resulted from the
challenging downstream market conditions, leading to enhanced market competition
and lower profit margin.
 Gross profit from our sales of PV intelligent equipment increased by 56.8% from
RMB83.7 million in the year ended December 31, 2022 to RMB131.2 million in the
year ended December 31, 2023. The gross profit margin from our sales of
PV intelligent equipment decreased from 17.9% in the year ended December 31,
2022 to 12.7% in the year ended December 31, 2023, primarily due to increased
sales of PV intelligent equipment with relatively lower profit margins, which
primarily resulted from the challenging downstream market conditions, leading to
enhanced market competition and lower profit margin.
FINANCIAL INFORMATION
–3 1 1–


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 Gross profit from our sales of 3C intelligent equipment increased at RMB188.8
million in the year ended December 31, 2022 and RMB288.5 million in the year
ended December 31, 2023. The gross profit margin from our sales of 3C intelligent
equipment increased from 31.2% in the year ended December 31, 2022 to 41.3% in
the year ended December 31, 2023, primarily due to increased sales of 3C intelligent
equipment with relatively higher profit margins.
 Gross profit from our sales of intelligent logistics equipment decreased at
RMB314.5 million in the year ended December 31, 2022 and RMB74.3 million in
the year ended December 31, 2023. The gross profit margin from our sales of
intelligent logistics equipment decreased from 18.6% in the year ended December
31, 2022 to 5.2% in the year ended December 31, 2023, primarily as our overseas
orders delivered during the epidemic in 2023 incurred more shipping costs, resulting
in increased cost.
 Gross profit from our other business decreased from RMB648.6 million in the year
ended December 31, 2022 to RMB293.1 million in the year ended December 31,
2023. The gross profit margin from our other business decreased from 57.5% in the
year ended December 31, 2022 to 42.8% in the year ended December 31, 2023,
mainly due to enhanced market competition, resulting in relatively lower profit
margin.
Other Income and Expenses
Our other income and expenses increased by 13.7% from RMB408.3 million in the year
ended December 31, 2022 to RMB464.3 million in the year ended December 31, 2023,
primarily due to the increased value-added tax refund for software product and additional
deduction.
Other Gains and Losses
Our other gains decreased by 103.6% from other gains of RMB60.0 million in the year
ended December 31, 2022 to other losses of RMB15.9 million in the year ended December 31,
2023, primarily due to (i) the changes in fair value of financial assets measured at FVTPL,
which is attributable to the decrease in our structural deposit, and (ii) exchange losses mainly
as result of the impact of fluctuations in the exchange rates of RMB and foreign currencies.
Impairment Losses under Expected Credit Loss Model, Net of Reversal
Our impairment losses under expected credit loss model, net of reversal increased by
58.6% from RMB473.2 million in the year ended December 31, 2022 to RMB750.4 million in
the year ended December 31, 2023, primarily due to aging of our trade receivables reflecting
increased risk of non-recoverability.
FINANCIAL INFORMATION
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Selling and Marketing Expenses
Our selling and marketing expenses increased by 9.7% from RMB410.8 million in the
year ended December 31, 2022 to RMB451.0 million in the year ended December 31, 2023,
primarily due to our increased traveling and business related expenses, which is attributable to
our business expansion and increase in sales.
Administrative Expenses
Our administrative expenses increased by 39.6% from RMB740.6 million in the year
ended December 31, 2022 to RMB1,034.0 million in the year ended December 31, 2023,
primarily due to increases in (i) staff cost mainly as a result of the increased number of our
administrative personnel; and (ii) travel expenses due to our expansion of overseas markets.
Research and Development Expenses
Our research and development expenses increased by 24.3% from RMB1,347.9 million in
the year ended December 31, 2022 to RMB1,675.6 million in the year ended December 31,
2023, reflecting our focus on research and development activities, primarily due to our
increased employee salaries and other benefits mainly as a result of the expansion of our scale
of operations and increased number of our research and development personnel, partially offset
by decreased raw materials used in our R&D projects, as our R&D projects entered into later
phases and required less materials.
Finance Costs
Our financial costs remained stable, amounting to RMB20.1 million in the year ended
December 31, 2022 and RMB20.2 million in the year ended December 31, 2023, respectively.
Income Tax Expenses
Our income tax expenses decreased by 37.2% from RMB222.8 million in the year ended
December 31, 2022 to RMB139.9 million in the year ended December 31, 2023, primarily due
to decrease in total profit before tax. In the years ended December 31, 2022 and 2023, our
effective tax rate was 8.8% and 7.3%, respectively. The decrease in our effective tax rate was
primarily due to an increase in tax deductibles for research and development activities.
Profit for the Y ear
As a result of the foregoing, our profit for the year decreased by 23.6% from RMB2,318.1
million in the year ended December 31, 2022 to RMB1,770.8 million in the year ended
December 31, 2023, and our net profit margin decreased from 16.8% in 2022 to 10.7% in 2023.
FINANCIAL INFORMATION
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DISCUSSION OF CERTAIN KEY BALANCE SHEET ITEMS
The following table sets forth selected information from our consolidated balance sheets
as of the dates indicated, which have been extracted from our consolidated financial statements
included in Appendix I to this document:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in millions)
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H111828,976 30,690 30,572 33,261
Total non-current assets /H1118/H1118/H1118/H11183,930 4,532 5,522 5,662
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,906 35,222 36,094 38,923
Total current liabilities /H1118/H1118/H1118/H111821,410 22,990 21,665 23,311
Total non-current liabilities /H1118 371 384 2,850 2,910
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,781 23,374 24,515 26,221
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,566 7,700 8,907 9,950
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,125 11,847 11,579 12,702
The following table sets forth our current assets and current liabilities as of the dates
indicated:
As of December 31,
As of
September 30,
As of
December 15,
2022 2023 2024 2025 2025
(RMB in millions)
(unaudited)
Current assets:
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,405 13,207 13,580 14,862 15,145
Bills, trade and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,427 11,141 10,658 9,981 9,501
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H11181,212 1,567 726 852 899
Tax recoverable /H1118/H1118/H1118/H1118/H1118/H11180(1) 0(1) 54 96 89
Financial assets at fair
value through profit
or loss (“FVTPL”) /H1118/H1118 301 60 432 1,117 1,994
Bills receivables at fair
value through other
comprehensive
income (“FVTOCI”) /H1118 1,247 918 786 741 639
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118215 128 106 152 408
Restricted bank
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,698 1,384 869 675 602
Cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,471 2,285 3,360 4,785 4,392
Total current assets /H1118/H111828,976 30,690 30,572 33,261 33,669
FINANCIAL INFORMATION
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--- page 326 ---
As of December 31,
As of
September 30,
As of
December 15,
2022 2023 2024 2025 2025
(RMB in millions)
(unaudited)
Current liabilities:
Bills, trade and other
payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,001 10,019 8,114 9,054 8,798
Contract liabilities /H1118/H1118/H1118/H111810,132 12,573 11,597 13,295 13,818
Tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118143 51 17 1 25
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 184 1,786 824 1,267
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118134 163 151 137 158
Total current
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,410 22,990 21,665 23,311 24,066
Net current assets /H1118/H1118/H1118/H11187,566 7,700 8,907 9,950 9,603
Note:
(1) For clarification, “–” indicates that there is no amount for the item, while a “0” in the table is a displayed
result due to rounding, while an actual amount exists.
Our net current assets decreased to RMB9,602.6 million as of December 15, 2025 from
RMB9,950.2 million as of September 30, 2025, primarily due to (i) an increase of RMB442.7
million in borrowings and (ii) an increase of RMB523.3 million in contract liabilities, partially
offset by an increase of RMB877.4 million in FVTPL.
Our net current assets increased to RMB9,950.2 million as of September 30, 2025 from
RMB8,907.1 million as of December 31, 2024, primarily due to (i) an increase of RMB1,425.0
million in cash and cash equivalents and (ii) an increase of RMB1,282.4 million in inventories,
partially offset by an increase of RMB1,697.7 million in contract liabilities.
Our net current assets increased to RMB8,907.1 million as of December 31, 2024, from
RMB7,700.1 million as of December 31, 2023, primarily due to (i) a decrease of RMB1,905.2
million in bills, trade and other payables and (ii) a decrease of RMB975.8 million in contract
liabilities, partially offset by (i) an increase of RMB1,602.1 million in borrowings and (ii) a
decrease of RMB514.8 million in restricted bank deposits.
Our net current assets increased from RMB7,566.1 million as of December 31, 2022 to
RMB7,700.1 million as of December 31, 2023, primarily due to (i) an increase of RMB3,714.0
million in bills, trade and other receivables, and (ii) an increase of RMB2,441.3 million in
contract liabilities, partially offset by a decrease of RMB2,186.0 million in cash and cash
equivalents.
FINANCIAL INFORMATION
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--- page 327 ---
Property, Plant and Equipment
Our property, plant and equipment primarily consist of property and buildings, production
equipment, transportation vehicle, electronic equipment, office equipment, construction in
progress and leasehold improvements. Our buildings and facilities primarily consist of
production bases and office buildings. Our electronic and other equipment primarily consists
of office equipment and transportation equipment. Our construction in progress primarily
consists of construction of intelligent equipment industrial park in southern China and
equipment to be installed. The following table sets forth the net carrying amount of our
property, plant and equipment as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in millions)
Buildings and facilities /H1118/H1118/H1118/H1118655 724 1,596 1,538
Leasehold improvements /H1118/H1118/H1118 338 364 441 583
Freehold land /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 13 12 13
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118152 150 154 186
Electronic and other
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118222 216 206 170
Construction in progress /H1118/H1118/H1118 178 439 424 507
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,557 1,906 2,833 2,997
Our property, plant and equipment increased from RMB1,556.7 million as of
December 31, 2022 to RMB1,906.3 million as of December 31, 2023, and then increased to
RMB2,833.1 million as of December 31, 2024 and then increased to RMB2,997.4 million as
of September 30, 2025, primarily due to plants and buildings that finished construction and the
related renovations.
Right-of-use Assets
Our right-of-use assets represent our interests in (i) leasehold land; and (ii) leased
properties, representing premises used as our offices and plant. Our right-of-use assets
increased by 8.7% from RMB694.6 million as of December 31, 2022 to RMB755.1 million as
of December 31, 2023, primarily due to addition of a new lease of properties used as our office.
Our right-of-use assets decreased by 7.9% to RMB695.1 million as of December 31, 2024,
mainly attributed to the depreciation charged during the year. Our right-of-use assets increased
by 22.5% to RMB851.3 million as of September 30, 2025, primarily due to an increase in lease
of properties.
FINANCIAL INFORMATION
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Inventories
Our inventories primarily comprise (i) raw materials, mainly including controllers,
electrical components, cylinders and sensors, (ii) work in progress, and (iii) goods delivered.
The following table sets forth a breakdown of our inventories as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in millions)
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118795 759 503 641
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,420 3,769 4,051 4,720
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863 9 – –
Goods delivered /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,184 8,641 9,026 9,501
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,405 13,207 13,580 14,862
Our inventories increased from RMB12,405.4 million as of December 31, 2022 to
RMB13,207.0 million as of December 31, 2023, primarily due to the increase in goods
delivered, primarily due to the relatively long acceptance period of our customers. Our
inventories remained stable, amounting to RMB13,580.0 million as of December 31, 2024. As
of September 30, 2025, our inventories further increased to RMB14,862.4 million, which was
primarily due to increases in work in progress and goods delivered, driven by higher
production and deliveries in response to increased sales and orders, as well as the continued
impact of our customer acceptance cycle, under which goods already delivered remain
recorded as inventory until customer acceptance is confirmed in accordance with our revenue
recognition policy. We had a small portion of raw materials, primarily because we placed
purchase orders for raw materials upon signing sales contracts with our customer and based on
our manufacturing plans.
The following table sets forth an aging analysis of our inventories as of the dates
indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in millions)
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,899 6,518 6,614 8,431
One to two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,155 4,764 4,528 3,840
Over two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,351 1,925 2,438 2,591
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,405 13,207 13,580 14,862
FINANCIAL INFORMATION
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We had a relatively large amount of inventories aged more than one year, the majority of
which are goods delivered, primarily because our revenue from sales of intelligent equipment
is generally recognized fully upon the receipt of customer acceptance. See “— Materials
Accounting Policies And Estimates — Revenue Recognition — Sales of intelligent equipment”
for details. We usually require our customers to settle approximately between 60% to 80% of
the total contractual amount when the products are ready for shipment, based on the contract
terms and the actual progress of the transaction, thus mitigating the impact of relatively large
portion of goods delivered on the structure of our inventory. We believe we have a
comprehensive and adequate system in place for identifying and accounting for inventory risks
and impairment provisions. We regularly review our inventories to identify items with low
sales or usage value and make impairment provisions accordingly. We further assess
inventories based on the lower of cost or net realizable value to make any additional
impairment provisions.
The following table sets forth our inventory turnover days for the years/periods indicated:
Y ear ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
(days)
Inventory turnover days (1) /H1118/H1118 419.9 421.5 593.6 540.5
Note:
(1) Inventory turnover days for a year equals to the average of opening balance and ending inventories
balance divided by cost of sales for the relevant year and multiplied by the number of days in the
relevant year, which is 365 days for each year and 273 days for the nine months ended September 30,
2025.
Our inventory turnover days were primarily affected by production cycles, customer
delivery deadlines and other related factors that we take into consideration in ensuring timely
supply during regular production processes. Our turnover days remained stable at 419.9 days
in 2022 and 421.5 days in 2023, increased to 593.6 days in 2024 and then decreased to 540.5
days in the nine months ended September 30, 2025. The relatively long inventory turnover days
during the Track Record Period was primarily due to our revenue recognition policy for
revenue from the sales of intelligent equipment, which is only recognized upon receipt of
customer acceptance. Goods that have already been delivered remain recorded as inventory
until customer acceptance is confirmed, resulting in a significant amount of inventory being
held on the balance sheet, thereby extending the inventory turnover period. This accounting
treatment is consistent with the movements in our inventory composition, where goods
delivered constituted a significant portion of total inventories throughout the Track Record
Period. Our relatively long inventory turnover days in 2024 and the nine months ended
September 30, 2025 were primarily due to (i) our strategic decision to expand overseas sales
and increase sales to overseas customers, which typically have longer acceptance period than
FINANCIAL INFORMATION
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--- page 330 ---
domestic customers. Our revenue from overseas sales increased 26.3% from RMB2,241.6
million in 2023 to RMB2,831.3 million in 2024, and as a percentage of total revenue in the
same years increased from 13.6% to 24.0%. Revenue from overseas sales remained relatively
stable at RMB2,199.8 million in the nine months ended September 30, 2024 and RMB2,015.3
million in the nine months ended September 30, 2025; and (ii) delays in domestic customer
acceptance, primarily due to their reduced demand for expansion of production capacity, as our
customers tend to delay their capacity expansion even when they had already ordered our
products for delivery, and wait for the rebounding of downstream customer demand before
confirming their acceptance and actually putting the equipment into use. We take inventory
management measures to make sure that we achieve a production-to-sales balance to minimize
inventory backlog while ensuring timely delivery to customers, which include limiting the
stockpiling period for raw materials, shortening production cycles and setting sales targets.
During the Track Record Period, we have experienced extended acceptance period, being
the time gap between delivery and revenue recognition, as we recognize revenue from sales of
intelligent equipment upon the receipt of customer acceptance, which is formally
acknowledged through signed customer confirmation verifying that the equipment meets the
specified requirements and is fully operational to the customer’s satisfaction. Our average
acceptance period more than doubled from approximately six to ten months in 2022 and 2023
to more than 15 months in 2024. In order to shorten our product acceptance period, we have
taken the following measures:
 Standardized operation standards: We specify the operation standards of the whole
on-site delivery process in details to normalize and standardize the delivery process,
and reduce the waste of time and the recurrence of problems due to non-standard
operations.
 Digitalized follow-up: We use business intelligence system to track the on-site
problems in real time and monitor the dynamic management of the acceptance
process, in order to identify and solve problems in a timely manner.
 Stage-by-stage resource matching: For the products already delivered pending
acceptance, we allocate corresponding level of personnels with experiences
matching the requirement considering their delayed acceptance stages, so as to
enhance the efficiency of on-site debugging and accelerate the acceptance process.
 High-frequency regular meeting review: Our project team organizes weekly
acceptance meetings to review the progress of the projects, discuss and solve any
identified problems in a timely manner to ensure that the problems be solved within
a week’s time and to avoid delaying the acceptance due to accumulation of
problems.
FINANCIAL INFORMATION
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 KPI system assessment: We incorporate the product acceptance period into the
annual core KPI system, and each business unit carries out a special meeting on
acceptance every two weeks, integrates the middle and back-office resources, and
focuses on overcoming acceptance problems, so as to further compress the
acceptance cycle.
As a result of the foregoing efforts, our average acceptance period decreased in the nine
months ended September 30, 2025 to less than 13 months.
For the years ended December 31, 2022, 2023, 2024 and the nine months ended
September 30, 2024 and 2025, the write-down of inventories was approximately RMB114.9
million, RMB411.5 million, RMB548.7 million, RMB84.9 million and RMB170.4 million,
respectively, which was recorded under the cost of sales. We are of the view that we have made
sufficient impairment provision for inventories during the Track Record Period and there is no
material recoverability issue for our inventories.
We not only write down inventory at times of actual losses, but also after making prudent
assessment of the realizable net value of inventories in advance, especially for inventories with
longer aging to reflect their slow turnover cycle. The challenging downstream market
conditions led to enhanced market competition and imposed challenges on our customers,
reducing their demand for expansion of production capacity. Some customers, despite having
placed orders for our products, are delaying their expansion plans, choosing to await a recovery
in downstream demand before confirming acceptance and deploying the equipment.
Accordingly, we made assessment of the net realizable value of inventories and made
provisions accordingly. As a result, the write-down of inventories increased from 2022 to 2024.
An inventory write-down does not necessarily lead to actual inventory impairment losses
because it is provision that often reflects management’s precautionary measures rather than
actualized losses. In 2022, 2023, 2024 and the nine months ended September 30, 2024 and
2025, our subsequent reversal of write-down of inventories amounted to RMB61.8 million,
RMB24.7 million, RMB154.1 million, RMB124.8 million and RMB192.7 million,
respectively. The reversal of inventory write-downs in the nine months ended September 30,
2025 was primarily due to the acceptance of certain delayed orders previously written off. In
relation to the inventory in progress or completed manufacturing process, we regularly assess
each project status, including reviewing delivery and installation statuses, the overall progress
of our customers’ projects, and monitoring any adverse news concerning our customers, to
identify any irregularities or potential impact to our inventory valuation. Thus, the provisions
may arise from uncertainties, such as potential disruptions in customer operations, or from long
acceptance cycles where anticipated costs exceed contract values. In relation to the raw
materials, we regularly assess our inventory to determine its condition and make provisions for
any items that are obsolete or slow-moving. Based on the above, we believe sufficient
provision has been made. The provision would be reversed and reduce the cost of sales when
the related revenue is recognized eventually upon the receipt of customer acceptance.
FINANCIAL INFORMATION
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Our management take proactive steps to mitigate these risks, such as improving
communication with customers to expedite acceptance processes, seeking alternative sales
opportunities, and dynamically adjusting production plans in response to market or demand
changes, which can effectively reduce the likelihood of actual impairment losses. Based on the
above, we believe there is no material recoverability issue for inventories.
In 2022, 2023, 2024 and the nine months ended September 30, 2025, our cancelled orders
(as evidenced by a subsequent cancellation agreement) amounted to RMB248.4 million,
RMB238.0 million, RMB605.4 million and RMB307.5 million, respectively, accounting for
1.8%, 1.4%, 5.1% and 3.0% of our total revenue for the year or period, respectively. We
generally do not accommodate for cancellation after delivery of products per our contract
terms. Any cancellation is negotiated on a case-by-case basis and we only consider such
negotiation under special circumstances per specific customer request. We have not suffered
material losses due to cancellation of orders during the Track Record Period, as we have to the
extent possible conducted resales to other customers with limited adjustment to our products.
See “Risk Factors — We face risks associated with customer order cancellations that may
adversely affect our financial performance.” During the Track Record Period, we do not have
any loss-making projects.
As of December 15, 2025, RMB1,576.8 million, or approximately 10.6% of our
inventories as of September 30, 2025 had been sold or utilized. As of the same date,
RMB6,683.0 million, of approximately 49.2% of our inventories as of December 31, 2024 had
been sold or utilized. As of the same date, RMB9,698.7 million, or approximately 73.4% of our
inventories as of December 31, 2023 had been sold or utilized. Also as of the same date,
RMB10,519.2 million, or approximately 84.8% of our inventories as of December 31, 2022 had
been sold or utilized.
FINANCIAL INFORMATION
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Bills, Trade and Other Receivables
Our bills, trade and other receivables mainly comprise trade receivables, bills receivables
and other receivables. The following table sets forth a breakdown of our bills, trade and other
receivables as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in millions)
Trade receivables
– due from related parties /H1118/H1118 3,525 2,561 1,207 1,167
– due from third parties /H1118/H1118/H1118/H11183,946 8,940 9,766 9,125
7,471 11,501 10,973 10,292
Less: Allowance for credit
losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,025) (1,752) (2,347) (2,128)
6,446 9,749 8,626 8,164
Bills receivables
– bank acceptance bills /H1118/H1118/H1118/H1118368 637 956 565
Prepayments and other
receivables
Prepayment to suppliers /H1118/H1118/H1118/H1118371 276 400 556
V alue added tax
recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118142 377 571 581
Deposits for tendering and
performance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100 88 83 74
Amounts due from related
parties – trade related /H1118/H1118/H1118 –
(1) 0(1) 71
Amounts due from related
parties – non-trade
related /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–01 –
Deferred issue costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––2 3
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 43 47 42
Less: Allowance for credit
losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(25) (28) (33) (25)
613 755 1,076 1,252
7,427 11,141 10,658 9,981
Note:
(1) For clarification, “–” indicates that there is no amount for the item, while a “0” in the table is a displayed
result due to rounding, while an actual amount exists.
FINANCIAL INFORMATION
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Our bills, trade and other receivables increased from RMB7,426.8 million as of December
31, 2022 to RMB11,140.8 million as of December 31, 2023, primarily as a result of the increase
in trade receivables, which is primarily attributable to the increase in our sales. Our bills, trade
and other receivables slightly decreased to RMB10,658.4 million as of December 31, 2024, and
further decreased to RMB9,981.2 million as of September 30, 2025, primarily due to our
increased efforts in collection of trade receivables.
In order to enhance the collection of trade receivables, our finance team monitors trade
receivables closely and prepares a monthly aging report showing the customers’ due amounts
for the management’s review. Our sales team also evaluates such invoices on a case-by-case
basis and follows up with the customers to collect the trade receivables. We generally endeavor
to collect our trade receivables through friendly negotiation, in order to maintain long term
business relationship with these customers. However, if the outstanding trade receivables are
not settled despite further communications, we may take legal actions against our customers to
recover the balances.
The following table sets forth an aging analysis of our trade receivables, net of allowance
for credit losses, presented based on revenue recognition dates:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in millions)
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,770 7,299 4,793 5,086
1 year to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,475 2,113 3,266 2,649
2 years to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118201 312 567 429
Over 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–2 5 – –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,446 9,749 8,626 8,164
We had a relatively large amount of trade receivables aged over one year, primarily
because (i) the industry environment in the downstream market has been increasingly
competitive; and (ii) our products are generally subject to a one-year warranty period, after
which such amount are included in our trade receivables with aging more than one year if not
paid. We have taken stringent internal measures to enhance the management and collection of
trade receivables. During the Track Record Period, most of our trade receivables were less than
one year. We maintained effective communication with our customers, and no material
recoverability issue was identified. We have made sufficient provisions for trade receivables
based on the provision matrix approach and the individual assessment approach. We evaluate
the related accounting policies and historical judgments adopted in the assessment of expected
credit loss. We examine the recoverability based on the financial and non-financial status of the
customers and other external factors and considerations. For customers with no significant risk
of default, we adopt the provision matrix approach, which considers the macro economic of
China and Global market, the long term industry growth rate and the credit risk of the customer
portfolio. For customers with significant default risk or indication, we assess the respective
collectability individually.
FINANCIAL INFORMATION
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The following table sets forth the turnover days of our trade receivables for the years and
periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2025
(days)
Trade receivable
turnover days (1) /H1118/H1118/H1118/H1118138.6 179.3 284.8 220.6
Note:
(1) Trade receivables turnover days for a year equals to the average of opening balance and ending balance
of trade receivables divided by revenue for the relevant year and multiplied by the number of days in
the relevant year, which is 365 days for each year and 273 days for the nine months ended September
30, 2025.
The trade receivable turnover days indicate the average time required for us to collect
payments. Our trade receivables turnover days increased from 138.6 days in 2022 to 179.3 days
in 2023 and further increased to 284.8 days in 2024, primarily as an increase in trade receivable
balance caused by the prolonged payment from certain downstream customers, which can be
attributed to their taking additional time to manage their financial commitments effectively
during their industries’ downturn, which led to a delay in their payment schedules. Our trade
receivables turnover days decreased from 284.8 days in 2024 to 220.6 days in the nine months
ended September 30, 2025, primarily because (i) the lithium battery industry recovered and
production normalized, which significantly improved customers’ ability to make payments and
(ii) our improved efforts on collection of trade receivables. We have taken stringent internal
measures to enhance the management and collection of trade receivables. We have
implemented a comprehensive client management system designed to minimize the risk of
outstanding payments and enhance the efficiency of our collection process. From the initial
stage of customer onboarding, we assess clients’ creditworthiness to engage only those with a
reliable credit profile, and we lay great emphasis on the ongoing monitoring of especially our
key accounts customers. Additionally, we have established a robust internal control mechanism
for managing and collecting accounts receivable. Such mechanism clearly delineates
responsibilities across our departments, covering the entire process from sales and client
acquisition, contract signing, financial accounting and monitoring, to the management of
outstanding accounts. Our finance department produces monthly accounts receivable reports
and conducts a three-month rolling forecast. We keep our sales personnel regularly informed
about the progress of trade receivable collections, incentivizing them to proactively follow up
in time. Furthermore, we assess the performance and commissions of our sales team directly
based on the status of their respective outstanding accounts, ensuring that collection rate
targets are achieved and enhancing the overall effectiveness of our collections.
FINANCIAL INFORMATION
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As of December 15, 2025, RMB2,157.8 million, or approximately 21.0% of our trade
receivables as of September 30, 2025 had been settled. As of December 15, 2025, RMB8,511.2
million, or approximately 77.6% of our trade receivables as of December 31, 2024, had been
settled, as we enhanced our collection efforts to accelerate receivable turnover. We also
recorded net cash generated from operating activities of RMB3,835.2 million for the nine
months ended September 30, 2025.
To assess the adequacy of the impairment of our trade receivables, our Directors have
considered the recoverability of individual customers, including, among others, the credit
history, the historical settlement records, the aging analysis and forward-looking information.
Based on the results of our Director’s assessment, we provided the impairment losses of our
trade receivables in accordance with the accounting policies in Note 4 to the Accountants’
Report set out in Appendix I to this prospectus. On the basis of each of the factors as assessed
above, our Directors considered that the impairment losses on trade receivables made as of the
end of each year during the Track Record Period were sufficient.
Financial Assets at Fair Value through Profit or Loss (FVTPL) and Bills Receivables at
Fair Value through Other Comprehensive Income (FVTOCI)
During the Track Record Period, our financial assets at FVTPL primarily consist of
structured deposits issued by banks and financial institutions. Our financial assets at FVTPL
decreased from RMB301.0 million as of December 31, 2022 to RMB60.0 million as of
December 31, 2023, primarily because the majority of the wealth management products were
redeemed upon maturity. Our financial assets at FVTPL subsequently increased to RMB432.3
million as of December 31, 2024, and further increased to RMB1,116.9 million as of September
30, 2025, primarily because we increased the purchase of structured deposits to better manage
our funds. The structured deposits we invested in were short-term investments issued by banks
and financial institutions with no predetermined or guaranteed return and were not principal-
preserved. These financial assets were with expected rates of return (not guaranteed),
depending on the market price of underlying financial instruments, including listed shares,
bonds, debentures and other financial assets.
During the Track Record Period, our bills receivables at FVTOCI represents bill
receivables. Our bills receivables at FVTOCI decreased from RMB1,247.0 million as of
December 31, 2022 to RMB917.8 million as of December 31, 2023, and subsequently
decreased to RMB786.0 million as of December 31, 2024, primarily because we endorsed
certain bill receivables to our suppliers to settle payment. Our bills receivables at FVTOCI
decreased from RMB786.0 million as of December 31, 2024 to RMB740.8 million as of
September 30, 2025, primarily due to improved cash collection and a decline in bill settlement
in light of the our customers’ improved ability to make cash payments.
FINANCIAL INFORMATION
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Details of the fair value measurement of financial assets at FVTPL and debt instrument
FVTOCI, particularly the fair value hierarchy, the valuation techniques and key inputs,
including significant unobservable inputs, and the relationship of unobservable inputs to fair
value are disclosed in Note 39 to the Accountants’ Report in Appendix I to this Document.
Our investment strategy focuses on minimizing the financial risks by reasonably and
conservatively matching the maturities of the portfolio to anticipated operating cash needs,
while generating desirable investment returns. We have formulated risk assessment and
on-going monitoring policies on the investment in wealth management products and structured
deposit products. A proper approval mechanism is adopted and a thorough monitoring system
is in place to control our risks. Investment plans shall be prepared by the finance team after
considering a number of factors, including, but not limited to, macro-economic environment,
general market conditions, risk control and credit of issuing financial institutions, our own
working capital conditions, and the expected profit or potential loss of the investment. The
plans shall be submitted to a selected group of senior management for prior approval. To
control our risk exposure, we typically make investment decisions associated with low risk
wealth management products and structured deposits. Especially, prior approval from the
Board is required before the investment in wealth management products, as well as before
using raised funds. We strictly review and execute our investment plans in accordance with our
internal policies. For example, our finance team obtains statements of our structured deposit
products and keep track of the performance of the products quarterly. Upon the Listing, we
intend to continue our investments strictly in accordance with our internal control policy,
Articles of Association and, to the extent that such investment is a notifiable transaction under
Chapter 14 of the Listing Rules, the Company will comply with the relevant requirements
under Chapter 14 of the Listing Rules, including the announcement, reporting and/or
shareholders’ approval requirements (if applicable).
FINANCIAL INFORMATION
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Bills, Trade and Other Payables
Bills, trade and other payables mainly consist of trade payables, bills payables, payable
for acquisition of property, plant and equipment, payroll payable, value added tax and other
taxes payable and other payables. Our bills, trade and other payables decreased from
RMB11,001.1 million as of December 31, 2022 to RMB10,019.1 million as of December 31,
2023 and further decreased to RMB8,113.9 million as of December 31, 2024, primarily driven
by the decrease of bill payables as a result of decrease in procurement. Our bills, trade and
other payables increased from RMB8,113.9 million as of December 31, 2024 to RMB9,054.5
million as of September 30, 2025, primarily due to an increase in procurement.
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in millions)
Trade payables
– due to related parties /H1118/H1118/H1118/H111823 27 27 28
– due to third parties /H1118/H1118/H1118/H1118/H1118/H11184,269 3,871 3,753 3,924
4,292 3,898 3,780 3,952
Trade payables under
supplier finance
arrangements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 33 267
Bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,698 4,959 3,176 3,890
Payables for acquisition of
property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118134 143 292 257
Payroll payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118558 650 639 467
V alue added tax and other
taxes payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118168 192 41 73
Amounts due to related
parties – non-trade
related /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1 21 2 –
Accrued issue costs /H1118/H1118/H1118/H1118/H1118/H1118––– 7
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118152 165 142 141
6,709 6,121 4,334 5,102
11,001 10,019 8,114 9,054
The following table sets forth an aging analysis of our trade payables based on the date
of the goods and services received as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in millions)
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,292 3,898 3,812 4,218
FINANCIAL INFORMATION
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The following table sets forth the turnover days of our trade payables for the
years/periods indicated:
Y ear ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
(days)
Trade payables turnover
days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118182.7 134.0 170.5 146.9
Note:
(1) Trade payables turnover days for a year equals to the opening and ending trade payables balance divided
by cost of sales for the relevant year and multiplied by the number of days in the relevant year, which
is 365 days for each year and 273 days for the nine months ended September 30, 2025.
Our trade payables turnover days decreased from 182.7 days in 2022 to 134.0 days in
2023, primarily because (i) we settled the payment for procurement order that we placed in
2022, and (ii) our procurement in 2023 decreased. Our trade payables turnover days then
increased to 170.5 days in 2024, primarily because we strengthened supply chain management
and renegotiated better payment terms with our suppliers. Our trade payables turnover days
decreased from 170.5 days in 2024 to 146.9 days in the nine months ended September 30, 2025,
primarily due to faster settlement of trade payables to our suppliers.
As of December 15, 2025, RMB1,421.3 million, or approximately 36.0% of our trade
payables as of September 30, 2025 had been settled.
Contract Liabilities
Our contract liabilities represent advance payments for equipment made by customers
while the underlying goods or services are yet to be provided. Our contract liabilities increased
from RMB10,131.5 million as of December 31, 2022 to RMB12,572.7 million as of
December 31, 2023, primarily due to an increase in advance payment. Our contract liabilities
further decreased to RMB11,597.0 million as of December 31, 2024, primarily because we
delivered and recognized corresponding revenue of our products to customers from which we
received advance payments. Our contract liabilities further increased from RMB11,597.0
million as of December 31, 2024 to RMB13,294.7 million as of September 30, 2025, primarily
due to an increase in receipt of advance payment related to new orders.
As of December 15, 2025, RMB1,457.9 million, or approximately 11.0% of the contract
liabilities as of September 30, 2025 had been subsequently recognized as revenue.
FINANCIAL INFORMATION
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SELECTED FINANCIAL RATIOS
The following table sets forth our key financial ratios for the years/periods or as of the
dates indicated:
As of/For the year ended December 31,
As of/For the nine months
ended September 30,
2022 2023 2024 2024 2025
(Unaudited)
Gross profit margin (1) /H1118/H1118/H1118/H111836.6% 32.7% 30.0% 35.1% 30.9%
Net profit margin (2) /H1118/H1118/H1118/H1118/H111816.8% 10.7% 2.3% 6.5% 11.2%
Debt-to-Assets ratio (3) /H1118/H1118/H111866.2% 66.4% 67.9% 65.3% 67.4%
Current ratio (times) (4) /H1118/H1118/H11181.4 1.3 1.4 1.3 1.4
Quick ratio (times) (5) /H1118/H1118/H1118/H11180.8 0.8 0.8 0.7 0.8
Notes:
(1) Gross profit margin equals gross profit for the year/period divided by revenues for the respective
year/period and multiplied by 100%.
(2) Net profit margin equals profit for the year/period divided by revenues for the respective year/period and
multiplied by 100%.
(3) Debt-to-Assets ratio equals total liabilities divided by total assets as of the relevant year/period end and
multiplied by 100%.
(4) Current ratio is calculated as current assets divided by current liabilities as of the relevant year/period
end.
(5) Quick ratio is calculated as current assets less inventories divided by current liabilities as of the relevant
year/period end.
Debt-to-Assets ratio
Our debt-to-assets ratio remained relatively stable at 66.2% as of December 31, 2022 and
66.4% as of December 31, 2023, and then increased to 67.9% as of December 31, 2024 and
decreased 67.4% as of September 30, 2025, primarily as a result of a faster increase in total
liabilities.
Current ratio
Our current ratio decreased from 1.4 as of December 31, 2022 to 1.3 as of December 31,
2023, primarily due to the increase in contract liabilities. Our current ratio subsequently
increased to 1.4 as of December 31, 2024, and remained stable at 1.4 as of September 30, 2025.
Quick ratio
Our quick ratio as of December 31, 2022, 2023, 2024 and September 30, 2025 remained
relatively stable at 0.8.
FINANCIAL INFORMATION
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LIQUIDITY AND CAPITAL RESOURCES
Overview
Our primary source of liquidity for our operations is (i) cash flows generated from our
operating activities, (ii) cash received from disposal of investments, (iii) cash received from
loans and (iv) cash received from investments. Our cash requirements primarily relate to the
cash paid for goods and services, cash paid to and on behalf of employees, other cash paid
relating to operating activities, our investment activities and payment of debt and interests. The
residual amount of cash and cash equivalents at the end of each year is mainly used to finance
our day-to-day operations, as well as meet our debt obligations and other needs. The following
table sets forth a summary of our cash flows for the years and periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in millions)
(unaudited)
Net cash flows generated
from/(used in) operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,694 (880) (1,567) (2,916) 3,835
Net cash flows generated
from/(used in) investing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,007 (212) (1,221) (439) (1,097)
Net cash flows (used
in)/generated from
financing activities /H1118/H1118/H1118/H1118(806) (1,134) 3,847 2,976 (1,328)
Net increase/(decrease) in
cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,895 (2,227) 1,059 (379) 1,410
Effect of foreign
exchange rate changes
on cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 41 16 20 15
Opening balance of cash
and cash equivalents /H1118/H1118/H11181,559 4,471 2,285 2,285 3,360
Closing balance of cash
and cash equivalents /H1118/H1118/H11184,471 2,285 3,360 1,926 4,785
FINANCIAL INFORMATION
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--- page 342 ---
Net Cash (Used in)/Generated from Operating activities
Our cash flow from operating activities primarily comprises our loss before taxation for
the year/period adjusted by: (i) non-cash and non-operating items, and (ii) changes in working
capital.
In the nine months ended September 30, 2025, we had net cash generated from operating
activities of RMB3,835.2 million. Our net cash generated from operating activities is
calculated by adjusting our profit before taxation of RMB1,282.8 million by non-cash and
other items to arrive at an operating cash flow before changes in working capital of
RMB1,698.3 million. Our movements in working capital primarily reflect (i) an increase in
inventories of RMB1,452.9 million, and (ii) an increase in contract assets of RMB133.2
million, partially offset by (i) an increase in contract liabilities of RMB1,697.7 million, and (ii)
an increase in bills, trade and other payables of RMB969.9 million.
In 2024, we had net cash used in operating activities of RMB1,567.1 million. Our net cash
used in operating activities is calculated by adjusting our profit before taxation of RMB112.3
million by non-cash and other items to arrive at an operating cash flow before changes in
working capital of RMB1,695.8 million. Our movements in working capital primarily reflect
an decrease in bills, trade and other payables of RMB1,854.0 million, a decrease in contract
liabilities of RMB975.8 million and an increase in inventories of RMB921.7 million, partially
offset by an decrease in contract assets of RMB886.0 million.
In 2023, our net cash used in operating activities was RMB880.5 million. Our net cash
used in operating activities is calculated by adjusting our profit before taxation of RMB1,910.7
million by non-cash and other items to arrive at an operating cash flow before movements in
working capital of RMB3,538.7 million. Our movements in working capital primarily reflect
(i) an increase in bills, trade and other receivables of RMB4,483.3 million, (ii) an increase in
inventories of RMB1,188.5 million, and (iii) a decrease in bills, trade and other payables of
RMB1,078.8 million, partially offset by an increase in contract liabilities of RMB2,441.3
million.
In 2022, our net cash generated from operating activities was RMB1,694.0 million. Our
net cash negated from operating activities is calculated by adjusting our profit before taxation
of RMB2,540.9 million by non-cash and other items to arrive at an operating cash flow before
movements in working capital of RMB3,338.5 million. Our movements in working capital
primarily reflect (i) an increase in inventories of RMB4,682.5 million, and (ii) an increase in
bills, trade and other receivables of RMB2,908.2 million, partially offset by (i) an increase in
contract liabilities of RMB6,268.5 million, and (ii) an increase in bills, trade and other
payables of RMB1,199.4 million.
FINANCIAL INFORMATION
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--- page 343 ---
The operating cash outflow in 2023 and 2024 was primarily due to (i) the slow increase
in revenue in 2023 and the decrease in revenue in 2024, which are primarily attributable to the
prolonged customer acceptance time, primarily due to our strategic decision to expand overseas
sales and increase sales to overseas customers and the delays in domestic customers’
acceptance. See “— Y ear-to-Y ear Comparison of Results of Operations”; and (ii) the prolonged
payment from certain downstream customers. Our trade receivable turnover days increased
from 138.6 days as of December 31, 2022 to 179.3 days as of December 31, 2023, and further
increased to 284.8 days as of December 31, 2024. See “— Discussion of Certain Key Balance
Sheet Items — Trade Receivables and Other Receivables.”
We have taken measures to enhance our working capital sufficiency, which primarily
include:
 Strengthening operating cash flow through optimizing project management and
digitalization, especially the collection of trade receivables. See “Discussion of
Certain Key Balance Sheet Items — Trade Receivables and Other Receivables.”
 Enhancing our cash flow management, including direct monitoring of real-time cash
flow and utilization of our banking facilities at times of cash flow insufficiency.
 Optimizing our supply chain management aiming to shorten delivery cycles,
increase productivity and improve the utilization of fixed assets. We have
streamlined the production planning to proactively plan workforce adjustments to
meet fluctuating demand. We are also integrating assembly and commissioning
processes to reduce labor costs and using concurrent engineering to improve
information flow and reduce design change costs. In addition, we utilize
digitalization to strengthen project lifecycle management, with an aim to improve
project execution efficiency and ensure that cost reduction and improvement
measures are implemented throughout the project lifecycle. We expect such efforts
to continue to enhance product competitiveness and improve gross profit margin.
 Focusing on market expansion by increasing our investment in innovation and
research and development, which we believe will help us align with market demands
and leverage our technological strengths to boost competitiveness in overseas
markets.
FINANCIAL INFORMATION
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--- page 344 ---
Net Cash (Used in)/Generated from Investing activities
In the nine months ended September 30, 2025, we had net cash used in investing activities
of RMB1,096.7 million, primarily attributable to (i) purchases of financial assets at FVTPL of
RMB8,185.0 million and (ii) purchase of property, plant and equipment of RMB374.8 million,
partially offset by redemptions of financial assets at FVTPL of RMB7,517.3 million.
In 2024, we had net cash used in investing activities of RMB1,221.0 million, primarily
attributable to (i) purchases of financial assets at FVTPL of RMB1,942.0 million, and
(ii) purchases of property, plant and equipment of RMB829.3 million, partially offset by
(i) redemptions of financial assets at FVTPL of RMB1,572.8 million, and (ii) withdraw of time
deposits of RMB25.6 million.
In 2023, we had net cash used in investing activities of RMB212.5 million, primarily
attributable to redemptions of other financial assets of RMB2,839.7 million, partially offset by
(i) purchases of financial assets at FVTPL of RMB2,590.0 million, and (ii) purchases of
property, plant and equipment of RMB399.6 million.
In 2022, we had net cash generated from investing activities of RMB2,007.2 million,
primarily attributable to redemptions of other financial assets of RMB12,277.6 million,
partially offset by (i) purchases of financial assets at FVTPL of RMB9,351.0 million, and (ii)
purchases of property, plant and equipment of RMB786.2 million.
Net Cash (Used in)/Generated from Financing activities
In the nine months ended September 30, 2025, we had net cash used in financing activities
of RMB1,328.4 million, primarily attributable to repayment of bank loans of RMB2,095.4
million, partially offset by new bank loans raised of RMB1,120.0 million.
In 2024, we had net cash generated from financing activities of RMB3,847.6 million,
primarily attributable to new bank loans raised of RMB4,467.9 million, partially offset by
dividends paid of RMB533.3 million and repayment of bank loans of RMB300.4 million.
In 2023, we had net cash used in financing activities of RMB1,133.9 million, primarily
attributable to: (i) dividends paid of RMB841.0 million, (ii) repurchase of restricted share of
RMB350.0 million, and (iii) repayment of lease liabilities of RMB174.9 million, partially
offset by proceeds from derecognition of discounted bills of RMB188.6 million.
In 2022, we had net cash used in financing activities of RMB805.8 million, primarily
attributable to (i) dividends paid of RMB781.9 million, and (ii) repayments of lease liabilities
of RMB191.0 million, partially offset by new borrowings raised of RMB140.1 million.
FINANCIAL INFORMATION
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--- page 345 ---
INDEBTEDNESS
Our indebtedness mainly consists of borrowings and lease liabilities. The following table
sets forth our indebtedness as of the dates indicated:
As of December 31, As of
September 30,
2025
As of
December 15,
20252022 2023 2024
(RMB in millions)
(Unaudited)
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 184 4,263 3,207 3,075
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118440 473 426 547 526
Amounts due to related
parties – non-trade
related /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1 21 2 – –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118440 669 4,701 3,754 3,601
Borrowings
As of December 31, 2022, 2023, 2024 and September 30, 2025, we had borrowings of nil,
RMB184.2 million, RMB4,262.8 million and RMB3,206.5 million, respectively. During the
Track Record Period, we strategically utilized increased borrowings to support our working
capital needs, in light of the prolonged payment from certain downstream customers, which can
be attributed to their taking additional time to manage their financial commitments effectively
during their industries’ downturn. In the nine months ended September 30, 2025, the interest
rate of our bank loan ranged from 2.20% to 2.70% per annum. We consider these interest rates
to be within the range of market interest rates. We consider our bank borrowing agreements to
contain standard terms, conditions and covenants that are customary for commercial bank
loans. As of the Latest Practicable Date, we had unutilized banking facilities of over
RMB2,100.0 million.
As of December 15, 2025, we had borrowings of RMB3,075.0 million. The majority of
our borrowings were unsecured and unguaranteed as of the same date.
Lease Liabilities
Leases are initially recognized as right-of-use assets and corresponding liability at the
date when the leased asset is available for use by our Group. The total lease liabilities increased
from RMB440.2 million as of December 31, 2022 to RMB472.8 million as of December 31,
2023, primarily due to new leases for production base and offices. The total lease liabilities
decreased from RMB472.8 million as of December 31, 2023 to RMB426.4 million as of
December 31, 2024, primarily due to a decrease in our total leases. The total lease liabilities
FINANCIAL INFORMATION
– 334 –


--- page 346 ---
increased from RMB426.4 million as of December 31, 2024 to RMB547.6 million as of
September 30, 2025, primarily due to an increase in our total leases. The total lease liabilities
decreased from RMB547.6 million as of September 30, 2025 to RMB525.6 million as of
December 15, 2025.
Contingencies
As of December 31, 2022, 2023, 2024, September 30, 2025 and December 15, 2025, we
did not have any significant contingent liabilities. Our Directors confirmed that there had not
been any material change in the contingent liabilities of our Company since December 15, 2025
and up to the Latest Practicable Date.
Indebtedness Statement
Our Directors confirm that as of the Latest Practicable Date, there was no material
covenant on any of our outstanding debt and there was no breach of any covenant during the
Track Record Period and up to the Latest Practicable Date. Our Directors further confirm that
our Group did not experience any difficulty in obtaining bank loans and other borrowings,
default in payment of bank loans and other borrowings or breach of covenants during the Track
Record Period and up to the Date of this prospectus.
Except as disclosed above, as of December 15, 2025, being the most recent practicable
Date for determining our indebtedness, we did not have any outstanding mortgages, charges,
debentures, other issued debt capital, bank overdrafts, liabilities under acceptance or other
similar indebtedness, hire purchase commitments, guarantees or other material contingent
liabilities. Our Directors have confirmed that there had been no material change in our
indebtedness since December 15, 2025 and up to the Date of this prospectus.
CAPITAL EXPENDITURES
Our capital expenditures primarily comprise expenditures for the payment of purchases of
property, plant and equipment and purchases of other intangible assets. In 2022, 2023, 2024
and the nine months ended September 30, 2024 and 2025, our capital expenditures were
RMB794.3 million, RMB413.6 million, RMB867.3 million, RMB320.2 million and RMB395.2
million, respectively.
Our anticipated capital expenditures are subject to changes from time to time, and are
based on the reassessment of our business plan, including, but not limited to, the progress of
our projects under construction and pipeline projects, prevailing market conditions, regulatory
environment and outlook of our future results of operations. In addition, if we fail to obtain
adequate financing, our ability to expand our business may be hindered and the prospects of
our future operations may be materially and adversely affected.
FINANCIAL INFORMATION
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--- page 347 ---
CAPITAL COMMITMENTS
Our capital commitments as of December 31, 2022, 2023, 2024 and September 30, 2025
were related to purchases of property, plant and equipment to fulfill our business development
needs. As of December 31, 2022, 2023, 2024 and September 30, 2025, the total amount of our
capital expenditure contracted for but not yet provided was RMB1,002.8 million, RMB735.0
million, RMB396.3 million and RMB253.3 million, respectively.
OFF-BALANCE SHEET ARRANGEMENTS
As of the Latest Practicable Date, we did not have any outstanding off-balance sheet
arrangements.
FINANCIAL RISK DISCLOSURE
We have designed a risk management and control system to measure, monitor and manage
financial risks arising in the ordinary course of business. See Note 40 of the Accountants’
Report for an overview of the risk management processes related to financial instruments. The
main financial risks that we face in the ordinary course of business market risk (including
currency risk and interest rate risk), credit risk and liquidity risk. As we expand our business
by offering new products and services, doing business with individuals and entities that are not
within our traditional clients and counterparty base, and entering new geographical markets,
we are exposed to new regulatory and business challenges and risks, and the complexity of the
risks we face increases. The following discussion of the main financial risks and the estimated
amounts of the risk exposure generated by our risk measurement models involve forward-
looking statements. These analyses and the results of our risk measurement models are not,
however, predictions of future events, and the actual results may be significantly different from
the analyses and results due to events in the global economy or the markets where we operate,
as well as other factors described below.
Market Risk
Currency Risk
Several our group entities have foreign currency sales and purchases, bank balances, trade
receivables and trade payables denominated in US$, EUR, JPY etc., which expose the Group
to foreign currency risk. The sensitivity analysis is performed by our management. See Note 40
to the Accountants’ Report in Appendix I of this prospectus for details.
FINANCIAL INFORMATION
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--- page 348 ---
Interest Rate Risk
We are primarily exposed to fair value interest rate risk in relation to bills receivables at
FVTOCI, time deposits, fixed-rate borrowings and lease liabilities and cash flow interest rate
risk in relation to variable-rate cash and cash equivalents and variable-rate restricted bank
deposits and variable-rate borrowings. We currently do not have an interest rate hedging policy
to mitigate interest rate risk; nevertheless, the management monitors interest rate exposure and
will consider hedging significant interest rate risk should the need arise.
Credit Risk
Credit risk refers to the risk that our counterparties default on their contractual
obligations resulting in financial losses to us. Our credit risk exposures are primarily
attributable to contract assets, bill receivables at FVTOCI, bills, trade and other receivables,
restricted bank deposits, time deposits and cash and cash equivalents. We do not hold any
collateral or other credit enhancements to cover its credit risks associated with its financial
assets. The impairment assessment of financial assets is performed by our management. See
Note 40 to the Accountants’ Report in Appendix I of this prospectus for details.
Liquidity Risk
In the management of the liquidity risk, we monitor and maintain a level of cash and cash
equivalents deemed adequate by the management to finance our operations and mitigate the
effects of fluctuations in cash flows. Our management monitors the utilization of bank
borrowings and ensures compliance with loan covenants. The maturity analysis for financial
liabilities is performed by our management. See Note 40 to the Accountants’ Report in
Appendix I of this prospectus for details.
RELATED PARTY TRANSACTIONS
We enter into transactions with our related parties from time to time. There were amounts
due to Lhasa Xindao V enture Investment Co., Ltd. as of December 31, 2023 and 2024, which
remained at RMB11.6 million and were in relation to payment of interest expenses on lease
liabilities (non-trade in nature), and have been settled. Such amounts due to this related party
were are unsecured, non-interest bearing, repayable on demand. For details about our related
party transactions during the Track Record Period, see Note 42 to the Accountants’ Report in
Appendix I to this document.
Our Directors believe that our transactions with related parties during the Track Record
Period were conducted on an arm’s-length basis, and they did not distort our results of
operations or make our historical results not reflective of our future performance.
FINANCIAL INFORMATION
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--- page 349 ---
PROFIT ESTIMATE FOR THE YEAR ENDED DECEMBER 31, 2025
Our Directors estimate, on the basis set out in Appendix IIA to this prospectus, and in the
absence of unforeseen circumstances, we estimate that our unaudited consolidated profit
attributable to owners of our Company for the year ended December 31, 2025 is as follows:
Estimated consolidated profit attributable to owners of
our Company
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Not less than
RMB1,400.0 million
Note:
(1) The basis on which the above estimate has been prepared is set out in Appendix IIA to this prospectus.
DIVIDEND AND DIVIDEND POLICY
In 2022, 2023, 2024 and the nine months ended September 30, 2025, we paid dividends
of approximately RMB781.9 million, RMB841.0 million, RMB533.3 million and RMB87.1
million, respectively. As of the Latest Practicable Date, all these dividends have been fully paid
to our Shareholders.
Pursuant to PRC laws and regulations, including the PRC Company Law ( ʕശɛ͏΍
‘), and the Articles of Association, in principle we target to declare dividends at
least once a year that account for not less than 20% of our distributable profits for that year,
conditional upon (i) we record profit in the current year and has a positive cumulative
undistributed profit, and (ii) there is a significant surplus of funds after meeting the capital
requirements for the our normal production and operations. We distribute dividends primarily
in the form of cash, but may also distribute dividends in the form of stocks or a combination
of cash and stocks. If dividends in any distribution consists of both cash and stocks, the cash
dividends shall comprise not less than 20% of such distribution. Any proposed distribution of
dividends is subject to the discretion of our Board and the approval of our Shareholders. 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.
DISTRIBUTABLE RESERVES
As of September 30, 2025, we had approximately RMB6,573.9 million of retained profits
available for distribution to our shareholders.
WORKING CAPITAL SUFFICIENCY
Our Directors are of the view that, taking into account our available resources including
cash and cash equivalents on hand, bank facilities and the net estimated proceeds from the
Global Offering, we have sufficient working capital for our present requirements and for the
next 12 months from the date of this document.
FINANCIAL INFORMATION
– 338 –


--- page 350 ---
UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS
See Unaudited Pro Forma Financial Information in Appendix II to this document for
details.
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commission, and other fees
incurred in connection with the Global Offering. We estimate that our listing expenses will be
approximately HK$121.5 million (assuming the Offer Size Adjustment Option and the
Over-allotment Option are not exercised and based on the maximum Offer Price of HK$45.80),
which accounts for approximately 2.8% of the gross proceeds from the Global Offering. We
estimate the listing expenses to consist of approximately HK$81.5 million in underwriting
related fees (including SFC transaction levy, Stock Exchange trading fee and AFRC transaction
levy) and approximately HK$40.0 million in non-underwriting fees (which consist of fees and
expenses of Joint Sponsors, legal advisors and our Reporting Accountants of approximately
HK$29.3 million and other fees and expenses of approximately HK$10.7 million). Among the
total listing expenses, approximately HK$115.3 million will be directly attributable to the issue
of our H Shares, which will be deducted from equity upon the completion of the Global
Offering, and approximately HK$4.2 million will be expensed in our consolidated statements
of profit or loss. During the Track Record Period, approximately HK$2.0 million was already
expensed in our consolidated statements of profit or loss. The listing expenses above are the
latest practicable estimate for reference only, and the actual amount may differ from this
estimate.
RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGE
No Material Adverse Change
After performing sufficient due diligence work that our Directors consider appropriate
and after due and careful consideration, our Directors confirm that, up to the date of this
prospectus, there has been no material adverse change in our financial or trading position or
prospects since September 30, 2025, being the end date of our latest audited financial
statements, and there is no event since September 30, 2025 that would materially affect the
information as set out in the Accountants’ Report in Appendix I to this prospectus.
DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES
Our Directors confirm that as of the Latest Practicable Date, there was no circumstance
that would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing
Rules.
FINANCIAL INFORMATION
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--- page 351 ---
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 such number of Offer Shares (rounded down to the nearest whole board lot of
100 H Shares) that may be purchased for an aggregate amount of approximately US$275
million (or approximately HK$2,143.76 million, calculated based on an exchange rate of
US$1.00 to HK$7.7955) (assuming an Offer Price of HK$45.80 per H Share (being the
maximum Offer Price) and exclusive of brokerage fee, the SFC transaction levy, the AFRC
transaction levy and the Stock Exchange trading fee) (the “ Cornerstone Placing ”).
Based on the Offer Price of HK$45.80 per Offer Share, being the maximum Offer Price,
the total number of Offer Shares to be subscribed for by the Cornerstone Investors would be
46,806,600. 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
%o ft h e
Offer Shares
Approximate %
of the total
issued share
capital
Approximate
%o ft h e
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
50.00% 2.82% 43.48% 2.80% 43.48% 2.80% 37.81% 2.77%
We believe that the Cornerstone Placing demonstrates our Cornerstone Investors’
confidence in our Company and its business prospect, and that leveraging on the Cornerstone
Investors’ investment or industry experience, the Cornerstone Placing will help to raise the
profile of our Company. Our Company became acquainted with each of the Cornerstone
Investors in its ordinary course of operation through the Group’s business network or through
introduction by the Company’s Overall Coordinators.
The Cornerstone Placing will form part of the International Offering, and, save as
otherwise obtained consent from the Stock Exchange, the Cornerstone Investors (and, for
Cornerstone Investor who will subscribe for our Offer Shares through qualified domestic
institutional investor (“ QDII ”), the QDII) 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 (and, for Cornerstone Investor who will subscribe for our Offer Shares through QDII,
the QDII) will rank pari passu in all respects with the fully paid H Shares in issue following
the Global Offering of the Company and will be counted towards the public float of our
CORNERSTONE INVESTORS
– 340 –


--- page 352 ---
Company under Rule 19A.13A of the Listing Rules. Immediately following the completion of
the Global Offering, the Cornerstone Investors or their close associates will not, by virtue of
their cornerstone investments, have any Board representation in our Company; and none of the
Cornerstone Investors and their close associates will become a substantial Shareholder of our
Company. Other than a guaranteed allocation of the relevant Offer Shares at the final Offer
Price, the Cornerstone Investors do not have any preferential rights under each of their
respective Cornerstone Investment Agreements, as compared with other public Shareholders.
There are no side arrangements or agreements between our Company and the Cornerstone
Investors or any benefit, direct or indirect, conferred on the Cornerstone Investors by virtue of
or in relation to the Listing, other than a guaranteed allocation of the relevant Offer Shares at
the final Offer Price, following the principles as set out in Chapter 4.15 of the Guide for New
Listing Applicants.
To the best knowledge of the Company, among the Cornerstone Investors, MSIP is an
existing minority Shareholder. The Stock Exchange has granted a waiver from strict
compliance with the requirements under Rule 10.04 and consent under Paragraph 1C(2) of
Appendix F1 to the Listing Rules and paragraph 14 of Chapter 4.15 of the for New Listing
Applicants to permit H Shares in the International Offering to be placed to certain existing
minority Shareholders. For further details, see “Waivers and Exemption — Allocation of H
Shares to Existing Minority Shareholders and Their Close Associates”.
Save as disclosed in this section, to the best knowledge of our Company, each of the
Cornerstone Investors (and, for Cornerstone Investor who will subscribe for our Offer Shares
through a QDII, such QDII) is (i) not accustomed to take instructions from our Company or any
of our Directors, Supervisors, chief executive, our Controlling Shareholders, substantial
Shareholders or existing Shareholders or any of its subsidiaries or their respective close
associates in relation to the acquisition, disposal, voting or other disposition of the Shares
registered in their name or otherwise held by them; (ii) not financed by our Company or any
of our Directors, Supervisors, chief executive of our Company, our Controlling Shareholders,
substantial Shareholders, existing Shareholders or any of its subsidiaries or their respective
close associates; and (iii) independent of the other Cornerstone Investors, our Group, our
connected persons and their respective associates, and is not an existing Shareholder or a close
associate of our Group.
To the best knowledge of the Company and Overall Coordinators, and based on the
indicative interest of investment of the Cornerstone Investors and/or their close associates as
of the date of this prospectus, certain Cornerstone Investors and/or their close associates may
participate in the International Offering as placees and subscribe for further Offer Shares in the
Global Offering. The Company will seek the Stock Exchange’s consent and/or waiver to allow
the Cornerstone Investors and/or their close associates to participate in the International
Offering as placees pursuant to Chapter 4.15 of the Guide for New Listing Applicants. Whether
such Cornerstone Investors and/or their close associates will place orders in the International
Offering are uncertain and will be subject to the final investment decisions of such investors
and the terms and conditions of the Global Offering.
CORNERSTONE INVESTORS
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--- page 353 ---
To the best knowledge of our Company and as confirmed by each of the Cornerstone
Investors, each of the Cornerstone Investors is independent from each other and make
independent investment decisions, and their subscription under the Cornerstone Placing would
be financed by its own internal financial resources or the assets managed for its investors (in
the case of Cornerstone Investors which are funds or investment managers) and it has sufficient
funds to settle its respective investment under the Cornerstone Placing. Each of the
Cornerstone Investors has confirmed that all necessary approvals have been obtained with
respect to the Cornerstone Placing and that no specific approval from any stock exchange (if
relevant) is required for the relevant Cornerstone Placing.
The Cornerstone Investors have agreed to fully pay for the relevant Offer Shares that they
have subscribed before dealings in the Company’s H Shares commence on the Stock Exchange.
Some of the Cornerstone Investor have agreed that our Company and Overall Coordinators in
their sole discretion may defer the delivery of all or part of the Offer Shares such Cornerstone
Investors will subscribe to on a date later than the Listing Date. Where delayed delivery takes
place, each of such Cornerstone Investors that may be affected by such delayed delivery has
agreed that it shall nevertheless fully pay for the relevant Offer Shares before the Listing.
The total number of Offer Shares to be subscribed by the Cornerstone Investors (and, for
Cornerstone Investor who will subscribe for our Offer Shares through QDII, the QDII) may be
affected by reallocation of the Offer Shares between the International Offering and 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. The number of Offer
Shares to be acquired by each Cornerstone Investor may be reduced on a pro rata basis in
accordance with the terms of the Cornerstone Investment Agreement to satisfy the short fall,
after taking into account the requirements under Practice Note 18 and 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 exercise the Over-allotment Option. Further,
certain Cornerstone Investors have agreed 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 (other 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 actual number
of Offer Shares to be allocated to the Cornerstone Investors will be disclosed in the allotment
results announcement of our Company to be published on or around February 10, 2026.
CORNERSTONE INVESTORS
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THE CORNERSTONE INVESTORS
The table below sets forth details of the Cornerstone Placing:
Assuming an Offer Price of HK$45.80 per H Share (being the maximum Offer Price)
Assuming the Offer Size Adjustment Option is not exercised Assuming the Offer Size Adjustment Option is exercised in full
Cornerstone Investor
Subscription
amount (1)
Number of
Offer
Shares (2)
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
(USD in
millions)
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
Oaktree /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 5,106,200 5.45% 0.31% 4.74% 0.31% 4.74% 0.31% 4.12% 0.30%
Pinpoint /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 3,404,100 3.64% 0.21% 3.16% 0.20% 3.16% 0.20% 2.75% 0.20%
AMF /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100 17,020,700 18.18% 1.03% 15.81% 1.02% 15.81% 1.02% 13.75% 1.01%
MY Asian /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 5,106,200 5.45% 0.31% 4.74% 0.31% 4.74% 0.31% 4.12% 0.30%
MSIP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 3,404,100 3.64% 0.21% 3.16% 0.20% 3.16% 0.20% 2.75% 0.20%
Ovata Capital /H1118/H1118/H1118/H1118/H1118/H111820 3,404,100 3.64% 0.21% 3.16% 0.20% 3.16% 0.20% 2.75% 0.20%
QRT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 3,404,100 3.64% 0.21% 3.16% 0.20% 3.16% 0.20% 2.75% 0.20%
Wuxi Jinchou and GTHT
(in connection with the
Wuxi Jinchou OTC
Swaps) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 2,553,100 2.73% 0.15% 2.37% 0.15% 2.37% 0.15% 2.06% 0.15%
Millennium /H1118/H1118/H1118/H1118/H1118/H1118/H111810 1,702,000 1.82% 0.10% 1.58% 0.10% 1.58% 0.10% 1.37% 0.10%
Rome Garden /H1118/H1118/H1118/H1118/H1118/H111810 1,702,000 1.82% 0.10% 1.58% 0.10% 1.58% 0.10% 1.37% 0.10%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118275 46,806,600 50.00% 2.82% 43.48% 2.80% 43.48% 2.80% 37.81% 2.77%
Notes:
(1) Exclusive of brokerage, the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction
levy, and to be converted to Hong Kong dollars based on the exchange rate as disclosed in this prospectus;
(2) Subject to rounding down to the nearest whole board lot of 100 Offer Shares. Calculated based on the exchange
rate set out in the section headed “Information about this Prospectus and the Global Offering — Currency
Translations”.
The information about our Cornerstone Investors set forth below has been provided by the
Cornerstone Investors in connection with the Cornerstone Placing.
CORNERSTONE INVESTORS
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Oaktree
Oaktree Capital Management, L.P . (“ Oaktree ”) is the investment manager of Oaktree
Emerging Markets Equity Fund, L.P . and certain funds and separately managed accounts within
its Emerging Markets Equity strategy (severally and not jointly) (each, an “ Oaktree Fund ”,
and collectively the “ Oaktree Funds ”). Oaktree Emerging Markets Equity Fund, L.P . had 49
limited partners as of December 31, 2025, and no limited partner of Oaktree Emerging Markets
Equity Fund, L.P . holds 30% or more interests in Oaktree Emerging Markets Equity Fund, L.P .
as of December 31, 2025, while the other Oaktree Funds are also managed by Oaktree in its
sole discretion. Oaktree is a Delaware limited partnership and is registered as an investment
adviser with the United States Securities and Exchange Commission. Oaktree is a global
investment management firm managing a broad array of complementary strategies in four asset
classes: credit, private equity, real assets and listed equities, and maintains a contrarian,
value-oriented investment philosophy. Oaktree’s investor base includes institutional investors
such as pension plans, insurance companies, endowments, foundations and sovereign wealth
funds.
Pinpoint
Pinpoint Asset Management Limited (“ Pinpoint ”) is the investment advisor of the funds
under its management, which comprise solely exempted companies incorporated in Cayman
Islands, including Pinpoint China Fund and Pinpoint Multi-Strategy Master Fund, both of
which are discretionary investment funds. Pinpoint is a limited liability company incorporated
in Hong Kong on June 4, 2010. It is an independent investment research and management
company that provides active asset management services to institutional investors, pension
funds, private banking, fund of funds, family offices and high net worth individuals. It is
licensed to conduct asset management business (type 9 regulated activities as defined under the
SFO) by the SFC. It is directly held by Pinpoint Capital Management Group as to 100%, and
is ultimately held as to 84.1% by Mr. Wang Qiang, and as to 15.9% by Ms. Bao Jiarong. Apart
from Mr. Wang Qiang who holds 30% or more of Pinpoint China Fund and Pinpoint
Multi-Strategy Master Fund, no other ultimate beneficial owner holds 30% or more interest in
Pinpoint China Fund and Pinpoint Multi Strategy Master Fund.
AMF
Aspex Master Fund (“ AMF”) is a company incorporated and registered as a mutual fund
in the Cayman Islands. AMF is managed by Aspex Management (HK) Limited (“ Aspex
Management ”), a company incorporated in Hong Kong and licensed by the Securities and
Futures Commission of Hong Kong to carry out type 9 (asset management) regulated activities
in Hong Kong. Aspex Management has discretionary investment management power over
AMF. Mr. Li Ho Kei is the ultimate beneficial owner of Aspex Management and controls the
voting rights of AMF, in each case through a holding entity. No other investor holds an ultimate
beneficial ownership of 30% or more in AMF or Aspex Management.
CORNERSTONE INVESTORS
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MY Asian
MY Asian Opportunities Master Fund, L.P . (“ MY Asian ”) is a discretionary investment
fund established in the Cayman Islands and managed by MY .Alpha Management HK Advisors
Limited (“ MY.Alpha ”), a hedge fund manager having a Type 4 (Advising on Securities)
license and a Type 9 (Asset Management) license with the SFC, which is indirectly
wholly-owned by Masahiko Y amaguchi, an Independent Third Party. MY .Alpha is
headquartered in Hong Kong and manages assets on behalf of institutions, endowments,
foundations, funds of funds, wealthy individuals and their families. MY .Alpha’s investment
strategy is to invest in Asian companies using a catalyst-driven, fundamental value approach
and to provide consistent, superior risk-adjusted investment returns relatively independent of
the overall market. MY Asian has more than 100 investors and none of the investors holds more
than 10% of the fund interests.
MSIP
Morgan Stanley & Co. International plc (“ MSIP ”) is a company incorporated in the
United Kingdom. MSIP is an existing shareholder of our Company and its shareholding in our
Company is less than 1% as of the Latest Practicable Date. The ultimate parent undertaking and
controlling entity is Morgan Stanley. Morgan Stanley together with its subsidiary undertakings
forms the “ Morgan Stanley Group ”. Morgan Stanley is a global financial services firm
authorized as a Financial Holding Company and regulated by the Board of Governors of the
Federal Reserve System in the United States of America. The Morgan Stanley Group operates
within the financial services industry and is subject to extensive supervision and regulation.
The principal activity of the Morgan Stanley Group is the provision of financial services to a
global client base consisting of corporations, governments and financial institutions. Financial
services include investment banking, sales and trading, and other services to clients. MSIP is
trading on a principal basis.
Ovata Capital
Ovata Capital Management Limited (“ Ovata Capital ”) is incorporated in Hong Kong and
licensed by the SFC to carry out type 9 asset management business. Ovata Capital deploys
multiple public security strategies for investors globally. Ovata Capital is the discretionary
investment manager of Ovata Equity Strategies Master Fund, with authority to make
investment decisions. The Fund is a collective investment scheme incorporated in the Cayman
Islands. Ovata Capital was founded in 2017 by Mr. James Chen, who is also the ultimate
beneficial owner. Except for a pension fund, there is no other ultimate beneficial owner holding
30% or more of the participating interest in Ovata Equity Strategies Master Fund.
QRT
Qube Master Fund Ltd (“ Qube ”) is an exempted company incorporated in the Cayman
Islands. Qube is a discretionary investment fund. There is no ultimate beneficial owner holding
30% or more of the shares in Qube. Qube is sub-managed by Qube Research & Technologies
CORNERSTONE INVESTORS
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--- page 357 ---
Hong Kong Limited (“ QRT HK ”). QRT HK is a company incorporated in Hong Kong and
licensed by the SFC to carry on type 1 (dealing in securities) and type 9 (asset management)
regulated activity. There is no ultimate beneficial owner who holds 30% or more of the
interests in QRT HK. QRT is a global investment manager and deploys a diverse range of
investment strategies across geographies, asset classes and time frames, combining data,
research, technology, and trading expertise.
Wuxi Jinchou and GTHT (in connection with Wuxi Jinchou OTC Swaps)
Guotai Junan Investments (Hong Kong) Limited (“ GTINV ”) and Guotai Haitong
Securities Co., Ltd (“ GTHT ”) will enter into a series of cross border delta-one OTC swap
transactions (the “ Wuxi Jinchou OTC Swaps ”) with each other, and with Wuxi Jinchou
Investment Management Co., Ltd. (ʮ̡)( “ Wuxi Jinchou IM ”) acting
in its capacity as investment manager for and on behalf of Jinchou Research Selected Phase I
Private Securities Investment Fundږthe “ Ultimate
Client (Wuxi Jinchou) ”), pursuant to which GTINV will hold the Offer Shares on a
non-discretionary basis to hedge the Wuxi Jinchou OTC Swaps while the economic risks and
returns of the underlying Offer Shares are passed to the Ultimate Client (Wuxi Jinchou),
subject to customary fees and commissions. The Wuxi Jinchou OTC Swaps will be fully funded
by the Ultimate Client (Wuxi Jinchou).
During the terms of the Wuxi Jinchou OTC Swaps, all economic returns of the Offer
Shares subscribed by GTINV will be passed to the Ultimate Client (Wuxi Jinchou) and all
economic loss shall be borne by the Ultimate Client (Wuxi Jinchou) through the Wuxi Jinchou
OTC Swaps, and GTINV will not take part in any economic return or bear any economic loss
in relation to the Offer Shares. The Wuxi Jinchou OTC Swaps are linked to the Offer Shares
and the Ultimate Client (Wuxi Jinchou) may, after expiration of the lock-up period beginning
from the date of the cornerstone agreement entered into between GTINV and the Company and
ending on the date which is six months from the Listing Date, request to early terminate the
Wuxi Jinchou OTC Swaps at its own discretion, upon which GTINV may dispose of the Offer
Shares and settle the Wuxi Jinchou OTC Swaps in cash in accordance with the terms and
conditions of the Wuxi Jinchou OTC Swaps. Despite that GTINV will hold the legal title of the
Offer Shares by itself, it will not exercise the voting rights attaching to the relevant Offer
Shares during the terms of the Wuxi Jinchou OTC Swaps according to its internal policy. To
the best of GTINV’s knowledge having made all reasonable inquiries, each of Wuxi Jinchou
IM and the Ultimate Client (Wuxi Jinchou) is an independent third party of GTINV , GTHT and
the companies which are members of the same group of GTHT.
GTINV is a Hong Kong incorporated company. Its principal business activities are trading
and investments. It is indirectly wholly owned by Guotai Haitong Securities Co., Ltd., a
leading securities firm in China with its shares dually listed in both Shanghai (SSE:601211)
and Hong Kong (HKEX:2611).
CORNERSTONE INVESTORS
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--- page 358 ---
The Ultimate Client (Wuxi Jinchou), of which 99.17% interests are held by Wuxi Jintou
Holding Co., Ltd. (ʮ̡)( “ Wuxi Jintou ”), is an investment fund managed
by Wuxi Jinchou IM. Wuxi Jinchou IM was established in 2017. It primarily focuses on
investments in equity market, bonds and derivatives and is licensed as a private invest fund
manager (ࣸIt is held by Wuxi Jintou as to 100%, which is indirectly
controlled by Wuxi Municipal People’s Government State-owned Assets Supervision and
Administration Commission (ึ). No other entity
ultimately holds 30% or more interest in Wuxi Jintou.
Millennium
Millennium Capital Management (Singapore) Pte. Ltd. (“ Millennium Capital ”) is the
principal investment manager of Integrated Core Strategies (Asia) Pte. Ltd. (“ Millennium
ICSA ”), the cornerstone investor. Millennium ICSA is managed on a discretionary basis.
Millennium Capital is one of the investment management entities in the Millennium Group
(Millennium Capital, together with its affiliated entities, are collectively referred to herein as
“Millennium ”). Millennium is a global, diversified alternative investment management firm
and seeks to pursue a diverse range of investment strategies across industry sectors, asset
classes and geographies. Millennium ICSA is incorporated in Singapore and Millennium
Capital is licensed by the Monetary Authority of Singapore. Apart from Mr. Israel Englander,
no ultimate beneficial owner holds 30% or more interests in Millennium Capital. No ultimate
beneficial owner holds more than 30% interests in Millennium ICSA.
Rome Garden
Rome Garden Holding Limited (“ Rome Garden ”) is a company established under the
laws of the British Virgin Islands principally engaged in the business of investment, which is
ultimately wholly owned by a family trust with the beneficiaries being Ms. Y an Y ubo, and her
immediate family members, each of whom is an Independent Third Party.
CLOSING CONDITIONS
The obligation of each Cornerstone Investor or QDII (as applicable) to subscribe for the
Offer Shares under the respective Cornerstone Investment Agreement is subject to, among
other things and as applicable, 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 the Underwriting Agreements, and neither of the aforesaid
Underwriting Agreements having been terminated;
CORNERSTONE INVESTORS
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--- page 359 ---
(b) the Offer Price having been agreed upon between our Company and 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 the Cornerstone Investors) as well as other applicable waivers and approvals,
and such approval, permission or waiver having not been revoked prior to the
commencement of dealings in the H Shares on the Stock Exchange;
(d) no laws shall have been enacted or promulgated by any governmental authority
which prohibits the consummation of the transactions contemplated in the Global
Offering or in the respective 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 acknowledgements, representations, warranties, undertakings and
confirmations of relevant Cornerstone Investor under the respective Cornerstone
Investment Agreement are accurate and true in all respects and not misleading and
that there is no breach of the Cornerstone Investment Agreement on the part of the
relevant Cornerstone Investor.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each Cornerstone Investor has agreed that it will not, whether directly or indirectly, at any
time during the period of six months from (and inclusive of) the Listing Date (the “ Lock-up
Period ”), dispose of, in any way, any of the Offer Shares or any interest in any company or
entity holding such Offer Shares that they have purchased pursuant to the relevant Cornerstone
Investment Agreement, save for certain limited circumstances, such as transfers to any of its
wholly-owned subsidiaries who will be bound by the same obligations of such Cornerstone
Investor, including the Lock-up Period restriction.
CORNERSTONE INVESTORS
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--- page 360 ---
FUTURE PLANS
See “Business — Our Strategies” for a detailed discussion of our future plans.
USE OF PROCEEDS
We estimate that we will receive net proceeds of approximately HK$4,166.1 million from
the Global Offering after deducting the underwriting commissions, fees and other estimated
expenses in connection with the Global Offering and assuming the Offer Size Adjustment
Option and the Over-allotment Option are not exercised. In line with our strategies, we intend
to use our proceeds from the Global Offering for the following purposes:
 Approximately 40% of the net proceeds or approximately HK$1,666.4 million, will
be used for expansion of global R&D, sales and service network and selectively
pursue strategic initiatives as part of our globalization strategy.
(i) Approximately 20% of the net proceeds or approximately HK$833.2 million
will be used to expand our facilities across Europe to build a pioneering
intelligent equipment R&D, sales and service network providing strong
support for our expansion into overseas market. In response to the growing
demand in the European markets, we plan to further expand local R&D and
sales and after-sales service capabilities to better understand and serve local
customers’ needs. In particular, we plan to:
(a) recruit specialized lithium-ion battery intelligent equipment research
personnel for our European research projects with excellent academic
backgrounds and extensive industry experience in strengthening our local
technological and innovation capabilities and expand our sale and
after-sales services team to expedite customer response time;
(b) purchase and upgrade equipment and machinery such as comprehensive
system performance testing equipment, basic performance testing stands
for core components and establish welding laboratories and visual
laboratories for improvement of research and machining capabilities at
our European facilities;
(ii) Approximately 10% of the net proceeds or approximately HK$416.6 million
will be used to expand our global sales and service network. Specifically, we
plan to extend our network coverage to regions in the Asia Pacific and North
America, positioning ourselves to capitalize on business opportunities in
emerging markets. Our market entry strategy combines organic growth with
local partnerships to ensure seamless adoption, targeting regions where
demand for our solutions is projected to grow steadily over the next five years.
We plan to establish new after-sales service centers in the U.S., Canada, Spain,
Portugal, Morocco, Malaysia, Thailand, Indonesia and Vietnam to enhance our
FUTURE PLANS AND USE OF PROCEEDS
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--- page 361 ---
sales and service network coverage and further improve our service qualities.
We anticipate setting up three to five service centers in each country, with the
specific number contingent upon our customers’ expansion plans and factory
layouts. Each center will be equipped with local language support and
region-specific technical expertise to reduce service response times
substantially. We select locations of such centers based on a number of factors
including coverage area, customer base, the density of our targeted industry
clusters and the local regulatory and trade environment. Our planned U.S.
service center will serve as a local after-sales services center only with no
R&D, manufacturing or independent corporate functions, and we will
dynamically adjust such plan considering the latest geopolitical developments.
In addition, we plan to designate Malaysia as our Asia-Pacific service center,
so as to enhance our regional presence and operational efficiency and leverage
its strategic position within ASEAN;
(iii) Approximately 10% of the net proceeds or approximately HK$416.6 million
will be used to selectively pursue strategic initiatives through (a) greenfield
investments, and (b) mergers and acquisitions, strategic alliances, joint
ventures or other minority investments, so as to achieve synergies through
share of market resources and technologies and creating new revenue sources.
Our investment framework prioritizes targets that can deliver (i) immediate
access to new customer networks, (ii) complementary technology patents, and
(iii) operational cost advantages through local manufacturing. Specifically, our
potential investment targets primarily include mature overseas specialized
equipment provider in the new energy and automotive industries, especially
those with established production capabilities in Northeast Asia, Southeast
Asia and North America, which will enable us to achieve technological or
market resource synergies and complementary advantages, thereby supporting
our overseas business expansion. Additionally, we assess target companies’
fiscal sustainability, focusing on those with annual revenues between US$100
million and US$1,000 million. According to Frost & Sullivan, there are
approximately 300 to 900 specialized equipment suppliers in the new energy
and automotive industries with well-established overseas production lines
across Northeast Asia, Southeast Asia, and North America. Collectively, these
targets align with our strategic objective of acquiring advanced technologies,
reaching broader customer bases and enhancing manufacturing
competitiveness in key overseas markets. Our investment strategy will
prioritize jurisdictions with stable trade policies and favorable incentives,
which may provide us with preferential tax benefits in selected markets.
 Approximately 30% of the net proceeds or approximately HK$1,249.8 million, will
be used for deepening of our platform based strategy. We intend to further expand
the product portfolio in the new energy intelligent equipment business.
FUTURE PLANS AND USE OF PROCEEDS
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(i) Approximately 15% of the net proceeds or approximately HK$624.9 million
will be used along with our cash on hand and bank loans for the fit-out,
installation, testing, and commissioning works in relation to our new solid-
state battery base in Wuxi, which includes Wuxi No. 3 Factory Phase II and
Industrial Park Phase VI, as well as for the purchase and installation of
equipment, machinery, and other ancillary systems for R&D and production.
We develop production expansion plans primarily based on (i) the anticipated
supply and demand for our products based on the new solid-state technologies,
(ii) the current and anticipated prices for these products; (iii) the estimated cost
of development, and (iv) capital resources. See “Business — Our
Manufacturing Facilities and Process — Planned Manufacturing Facilities.”
The net proceeds allocated to Wuxi No. 3 Factory Phase II, which commenced
production in 2025, will focus on progressively enhancing non-production and
R&D-related facilities. In particular, we plan to utilize approximately
HK$289.0 million of net proceeds in 2026 and the remaining net proceeds in
2027.
(ii) Approximately 15% of the net proceeds or approximately HK$624.9 million
will be used for technological R&D in new energy technologies to seize
emerging business opportunities brought along by new technologies such
sodium-ion battery and perovskite solar cells in EV battery and PV sectors. We
intend to develop relevant technology platforms and equipment solutions for
these applications, with a view to expanding our product offering as these
technologies progress towards wider adoption. For example, we plan to
strengthen our R&D in (i) advanced manufacturing equipment and processes
for next-generation battery and fuel cell technologies, including sodium-ion
batteries and hydrogen fuel cells, including developing equipment for large-
scale fuel cell stack manufacturing, high-precision membrane electrode
processing and high-speed stacking to support efficient, high-quality
production for EV and distributed power applications, and (ii) precision
wet-coating and thin-film deposition technologies to address wet-process film
formation challenges in perovskite solar cells, sodium-ion batteries, and
lithium batteries, with the aim of improving product quality and scalability
across the PV , hydrogen and EV sectors;
 Approximately 10% of the net proceeds or approximately HK$416.6 million, will be
used in R&D for our product design and manufacturing process technologies
optimization of our intelligent equipment to enhance their performance and
operation stability and reduce their energy consumption in assisting our customers
with further improvement on their production efficiency and product performance.
 Approximately 10% of the net proceeds or approximately HK$416.6 million will be
used to enhance our digital infrastructure and improve our digitalization capabilities
across various business processes such as supply chain management, R&D,
FUTURE PLANS AND USE OF PROCEEDS
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--- page 363 ---
production, quality control, sales and operations to boost operational efficiency. For
instance, we will extend our SRM System, improve our CRM system and enhance
our Dassault Systèmes 3DE/Catia digital R&D platform; and
 Approximately 10% of the net proceeds or approximately HK$416.6 million, for
working capital and general corporate purposes.
The additional net proceeds that we would receive if the Offer Size Adjustment Option
and the Over-allotment Option were exercised in full would be HK$1,350.3 million (at an Offer
Price of HK$45.80 per Share).
To the extent that the net proceeds from the Global Offering are either more or less than
expected, we will adjust our allocation of the net proceeds for the above purposes on a pro rata
basis.
For the net proceeds of the Global Offering which are not immediately used in accordance
with the purposes described above, we will only deposit such 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 the applicable laws and
regulations in other jurisdiction). In such event, we will comply with the appropriate disclosure
requirements under the Listing Rules.
If any part of our development plan does not proceed as planned for reasons such as
changes in government policies that would hinder the development of any of our projects, or
the occurrence of force majeure events, the Directors will carefully evaluate the situation and
may reallocate the net proceeds from the Global Offering.
FUTURE PLANS AND USE OF PROCEEDS
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--- page 364 ---
HONG KONG UNDERWRITERS
Overall Coordinators
CLSA Limited
J.P . Morgan Securities (Asia Pacific) Limited
(in alphabetical order)
Capital Market Intermediaries
Huatai Financial Holdings (Hong Kong) Limited
BOCI Asia Limited
CMB International Capital Limited
ICBC International Securities Limited
SPDB International Capital Limited
ABCI Securities Company 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.
The Global Offering comprises the Hong Kong Public Offering of initially 9,361,600
Hong Kong Offer Shares and the International Offering of initially 84,254,400 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 Option (applicable
only to the International Offering).
UNDERWRITING ARRANGEMENTS
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 February 2, 2026. Pursuant to the Hong Kong Underwriting
Agreement, we are offering 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 set out in this prospectus,
the Hong Kong Underwriting Agreement 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 Offer Size Adjustment Option and the
Over-allotment Option) and the listing and permission not having been revoked; and (b) certain
other conditions set out in the Hong Kong Underwriting Agreement, the Hong Kong
UNDERWRITING
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--- page 365 ---
Underwriters have agreed severally (but not jointly) to subscribe for, or procure subscribers
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 Agreement and on the designated website
at www.eipo.com.hk .
If, for any reason, the Offer Price is not agreed between us and the Sponsor-Overall
Coordinators (on behalf of the Underwriters) by 12:00 noon on Monday, February 9, 2026, the
Global Offering will not proceed.
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.
Grounds for Termination
The Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters), can, in its sole and absolute discretion, by a notice in writing to us, terminate
the Hong Kong Underwriting Agreement with immediate effect if, at any time at or prior to
8:00 a.m. on the Listing Date:
(a) there develops, occurs, exists or comes into effect:
(i) any new law or regulation or any change or development involving a
prospective change in existing law or regulation, or any change or development
involving a prospective change in the interpretation or application thereof by
any court or other competent authority in or affecting Hong Kong, the PRC, the
United States, the United Kingdom, the European Union (or any of its
members), or other jurisdictions relevant to the Group or the Global Offering
(each a “ Relevant Jurisdiction ”); or
(ii) any change or development involving a prospective change or development, or
any event or series of events or circumstances likely to result in a change or
or a prospective change, in any local, national, fiscal, legal, regulatory,
currency, credit or market conditions or sentiments, Taxation, equity securities
or currency exchange rate or controls or any monetary or trading settlement
system, or foreign investment regulations (including, without limitation, a
devaluation of the Hong Kong dollar, United States dollar or Renminbi against
any foreign currencies, a change in the system under which the value of the
Hong Kong dollar is linked to that of the United States dollar or the Renminbi
is linked to any foreign currency or currencies) or other financial markets
(including, without limitation, conditions and sentiments in stock and bond
markets, money and foreign exchange markets, the inter-bank markets and
credit markets) in or affecting any Relevant Jurisdictions, or affecting an
investment in the Offer Shares; or
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(iii) any event or a 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 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
(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 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 Sponsor-Overall Coordinators,
the issue or requirement to issue by us of a supplemental or amendment to this
prospectus or other documents in connection with the offer and sale of the H
Shares pursuant to the Companies (Winding Up and Miscellaneous Provisions)
Ordinance or the Listing Rules or upon any requirement or request of the Hong
Kong Stock Exchange 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 or a Director or a senior management member of our Company named
in this 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 member of our Group or by or on any Relevant Jurisdiction,
or the withdrawal of trading privileges which existed on the date of the Hong
Kong Underwriting Agreement, in whatever form, directly or indirectly, by, or
for, any Relevant Jurisdiction; or
UNDERWRITING
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(ix) any valid demand by creditors for payment or repayment of indebtedness of
any member of our Group or in respect of which any member of our Group is
liable prior to its stated maturity; or
(x) 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; or
(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 of the members of the Controlling Shareholders
or any Director or senior management members as named in this prospectus;
or
(xii) any contravention by any member of our Group 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 this prospectus; or
(xiv) that the Chairman of the Board, any Director or any member of senior
management of our Company named in this prospectus seeks to retire or is
removed from the office or vacating his/her office; or
(xv) any Director or member of senior management of our 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; or
(xvi) an order or petition is presented for the winding-up or liquidation of any
member of our Group (excluding our Company), or any member of our Group
(excluding our Company) makes any composition or arrangement with its
creditors or enters into a scheme of arrangement or any resolution is passed for
the winding-up of any member of our Group (excluding our Company) or a
provisional liquidator, receiver or manager is appointed over all or part of the
assets or undertaking of any member of our Group (excluding our Company)
or anything analogous thereto occurs in respect of any member of our Group
(excluding our Company)
which, in any such case individually or in the aggregate, in the sole and absolute
opinion of the Joint Sponsors and the Sponsor-Overall Coordinators (for themselves
and on behalf of the Hong Kong Underwriters): A) has or will or may have a
material adverse effect, whether directly or indirectly, on the assets, liabilities,
business, general affairs, management, prospects, shareholders’ equity, profits,
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losses, results of operations, position or condition, financial or otherwise, or
performance of our Company or our Group as a whole; (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 Hong Kong Public Offering Documents, the disclosure
package, the preliminary offering circular, the offering circular and any other
announcement, document, materials, communications or information made, issued,
given, released, arising out of or used in connection with or in relation to the
contemplated offering and sale of the Offer Shares or otherwise in connection with
the Global Offering (“ Offering Documents ”); 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 comes to the notice of any of the Joint Sponsors and the Sponsor-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 or for and 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 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, or has
become unfair or misleading in any respect or based on untrue, dishonest or
unreasonable assumptions with reference to the facts and the circumstances
then subsisting; 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 from or material misstatement in any Global Offering Document; or
(c) any breach (applicable to representations and warranties) or material breach
(applicable to undertakings only) 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 in the Hong Kong
Underwriting Agreement or the International Underwriting Agreement; or
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(d) any event, act or omission which gives rise or is likely to give rise to any
liability of any of the Indemnifying Parties pursuant to the indemnities in the
Hong Kong Underwriting Agreement; or
(e) any material breach of any of the obligations or undertakings imposed upon the
Company or any cornerstone investor (as applicable) to the Hong Kong
Underwriting Agreement, the International Underwriting Agreement or the
Cornerstone Investment Agreements; or
(f) any suspension of trading in any of our Company’s securities by the Shenzhen
Stock Exchange or any other exchange or over the counter market on which the
Company’s securities are admitted or listed for trading; or
(g) there is any change or development involving a prospective change,
constituting or having a material adverse effect; or
(h) our Company withdraws this prospectus and/or any other documents used in
connection with the Global Offering; or
(i) 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 Offer Size Adjustment Option and
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
(j) any person 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; or
(k) 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
(l) an order or petition is presented for the winding-up or liquidation of our
Company, or our Company makes any composition or arrangement with its
creditors or enters into a scheme of arrangement or any resolution is passed for
the winding-up of our Company or a provisional liquidator, receiver or
manager is appointed over all or part of the assets or undertaking of our
Company or anything analogous thereto occurs in respect of our Company; or
UNDERWRITING
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(m) (A) the notice of acceptance of the CSRC filings issued by the CSRC and/or
the results of the CSRC filings published on the website of the CSRC is
rejected, withdrawn, revoked or invalidated; or (B) other than with the prior
written consent of the Sponsor-Overall Coordinators, the issue or requirement
to issue by our 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
(n) that (i) a material portion of the orders placed or confirmed in the bookbuilding
process or (ii) any investment commitment made by any cornerstone investors
under the Cornerstone Investment Agreements signed with such cornerstone
investors, have been withdrawn, terminated or cancelled, or with respect to
which the payment of the relevant orders and/or investment commitment has
not been received or settled in the stipulated time and manner or otherwise.
Indemnity
We have agreed to indemnify the Hong Kong Underwriters 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 us of the Hong Kong Underwriting
Agreement.
The Hong Kong Underwriters’ Interests in Us
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 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 Shares or any securities of any member of our Group.
The Hong Kong Underwriters and their affiliates may, subject to applicable laws and
regulations and in their ordinary and usual course of business, (i) provide financing in
connection with the subscription for, or purchase of, our securities with security interests over
all or part of such securities subscribed or purchased, and/or (ii) participate in or facilitate the
subscription for, or purchase of, our securities.
Lock Up Arrangement
Undertakings to the Hong Kong Stock Exchange pursuant to the Listing Rules
Undertakings given by us
Pursuant to Rule 10.08 of the Listing Rules, we have undertaken to the Hong Kong Stock
Exchange that we will not exercise our power to issue further Shares, or securities convertible
into Shares (whether or not of a class already listed), or form the subject of any agreement to
UNDERWRITING
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such an issue within six months from the Listing Date (whether or not such issue of Shares or
securities will be completed within six months from the Listing Date) except the Offer Shares
to be issued pursuant to the Global Offering (including any additional Shares which may be
issued pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment
Option), or under any of the circumstances provided under Rule 10.08 of the Listing Rules.
Undertakings by Our Controlling Shareholders
Pursuant to Rule 10.07 of the Listing Rules, each of our Controlling Shareholders has
undertaken to the Stock Exchange and us that, except pursuant to the Global Offering, the
shareholder will not and will procure that the relevant registered holder(s) will not (without the
prior written consent of the Stock Exchange or unless otherwise in compliance with the
applicable requirements of the Listing Rules):
(i) in the period commencing on the date by reference to which disclosure of the
shareholder’s holding of Shares is made in this prospectus and ending on 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 respect of, any of our Shares
(or our other securities) in respect of which the shareholder is shown in this
prospectus to be the beneficial owner; or
(ii) in the period of six months from 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 securities referred to in (i) above
if, immediately following the disposal or upon the exercise or enforcement of the
options, rights, interests or encumbrances, the shareholder would cease to be our
controlling shareholder.
In addition, pursuant to Note 3 to Rule 10.07(2) of the Listing Rules, each of our
Controlling Shareholders has undertaken to the Stock Exchange and us that, within the period
commencing on the date by reference to which disclosure of the shareholder holding of our
Shares is made in this prospectus and ending on the date which is 12 months from the Listing
Date, the shareholder will and will procure that the relevant registered holder(s) will:
(i) when the shareholder pledges or charges any Shares (or our other securities)
beneficially owned by the shareholder 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, immediately inform us of such pledge or charge together
with the number of Shares (or our other securities) so pledged or charged; and
(ii) when the shareholder receives indications, either verbal or written, from the pledgee
or chargee of Shares (or our other securities) that those pledged or charged Shares
(or our other securities) will be disposed of, immediately inform us of the
indications.
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We will, as soon as we have been informed of the above matters by any of our Controlling
Shareholders and subject to the then requirements of the Listing Rules, disclose those matters
by way of an announcement as required under the Listing Rules.
Undertakings pursuant to the Hong Kong Underwriting Agreement
(A) Undertaking by us
Pursuant to the Hong Kong Underwriting Agreement, we have undertaken to each of the
Joint Sponsors, the Sponsor-Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters not to (except for the
offer, allotment and issue of the Offer Shares pursuant to the Global Offering, including
pursuant to any exercise of the Offer Size Adjustment Option and the Over-allotment Option),
during the period commencing on the date of the Hong Kong Underwriting Agreement and
until the expiry of the First Six-month Period, without the prior written consent of the
Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters)
and unless in compliance with the requirements of the Listing Rules:
(a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree
to allot, issue or sell, mortgage, charge, pledge, hypothecate, hedge, 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 contract or agree to transfer
or dispose of or create an encumbrance over, either directly or indirectly,
conditionally or unconditionally, any Shares or any other securities of ours or any
interest in any of the foregoing (including any securities convertible into or
exchangeable or exercisable for or that represent the right to receive, or any warrants
or other rights to subscribe for or purchase, any Shares or any other equity securities
of ours); or
(b) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of any Shares or any other
securities of ours or any interest in any of the foregoing (including any securities
convertible into or exchangeable or exercisable for or that represent the right to
receive, or any warrants or other rights to subscribe for or purchase, any Shares or
any other securities of ours); or
(c) enter into any transaction with the same economic effect as any transaction
described in paragraph (a) or (b) above; or
(d) offer to or agree to or announce any intention to effect any such transaction specified
in paragraph (a), (b) or (c) above,
in each case, whether the transaction is to be settled by delivery of Shares or such other equity
securities of ours or in cash or otherwise (whether or not the allotment or issue of Shares or
such other securities of ours will be completed within the First Six-month Period).
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If, at any time during the Second Six-month Period, we enter into any of the transactions
specified in paragraph (a), (b) or (c) above or offers to or agrees to or announces any intention
to effect any such transaction, we will take all reasonable steps to ensure that such transaction,
offer, agreement or announcement will not create a disorderly or false market in the H Shares
or any other equity securities of ours.
We have 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 we will comply with the minimum public
float requirements specified in the Listing Rules (the “ Minimum Public Float Requirement ”)
and the minimum free float requirements specified in the Listing Rules (the “ Minimum Free
Float Requirement ”). In addition, we have 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 we will not,
prior to the expiration of the First Six-month Period, (a) effect any purchase of 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; or (b) enter into any agreement,
arrangement or transaction which shall cause or have the effect of causing the portion of H
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 Free Float Requirement under Rule 8.08A of
the Listing Rules (as amended and replaced by Rule 19A.13C of the Listing Rules).
(B) Undertaking by Our Controlling Shareholders
Pursuant to the Hong Kong Underwriting Agreement, each of our Controlling has
undertaken to us, and each of the Joint Sponsors, the Sponsor-Overall Coordinators, the Joint
Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong
Underwriters that, without the prior written consent of the Sponsor-Overall Coordinators (for
themselves and on behalf of the Hong Kong Underwriters) and unless in compliance with the
requirements of the Listing Rules:
(a) the shareholder will not, at any time during the First Six-month Period:
(i) sell, offer to sell, contract or agree to sell, mortgage, charge, pledge,
hypothecate, hedge, 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, any equity securities
of ours or any interest in any of the foregoing (including any securities
UNDERWRITING
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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 other
equity securities of ours) beneficially owned by it as of the Listing Date (the
“Locked-up Securities ”);
(ii) enter into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership of any Locked-up
Securities;
(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
specified in paragraph (i), (ii) or (iii) above,
in each case, whether the transaction is to be settled by delivery of Shares or such
other securities of ours or in cash or otherwise; or
(b) the shareholder will not, at any time during the Second Six-month Period, enter into
any of the transactions specified in paragraph (i), (ii) or (iii) above in respect of any
Locked-up Securities or offer to or agree to or announce any intention to effect any
such transaction if, immediately following any sale, transfer or disposal or upon the
exercise or enforcement of any option, right, interest or encumbrance pursuant to
such transaction, its shareholding in us will be reduced below 30%; and
(c) until the expiry of the Second Six-month Period, in the event that it enters into any
of the transactions specified in paragraph (i), (ii) or (iii) above in respect of any
Locked-up Securities or offers to or agrees to or announces any intention to effect
any such transaction, it will take all reasonable steps to ensure that any such
transaction, offer, agreement or announcement will not create a disorderly or false
market in the Shares or any other equity securities of ours.
International Offering
International Underwriting Agreement
In connection with the International Offering, we expect to enter into the International
Underwriting Agreement with, among others, the International Underwriters on the Price
Determination Date. 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 Offer Shares initially offered pursuant to the
International Offering. It is expected that the International Underwriting Agreement may be
terminated on grounds similar to those contained in the Hong Kong Underwriting Agreement.
See the subsection headed “Structure of the Global Offering — The International Offering” for
further details.
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Offer Size Adjustment Option
Our 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
14,042,400 additional Offer Shares, representing approximately 15.0% of the Offer Shares
initially offered under the Global Offering at the Offer Price to cover excess demand in the
International Offering. The Offer Size Adjustment Option provides flexibility for the Company
to increase the number of Offer Shares available for purchase under the International Offering
to cover additional market demand. Further details are set out in the section headed “Structure
of the Global Offering — Offer Size Adjustment Option” in this prospectus.
Over-allotment Option
We intend to grant to the International Underwriters the Over-allotment Option,
exercisable in whole or in part, at the sole and absolute discretion of the Sponsor-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 we may be required to allot and issue up to an aggregate of
14,042,400 additional H Shares, representing approximately 15.0% of the number of 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 16,148,700 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. See the subsection headed “Structure of
the Global Offering — Over-allotment Option” for details.
COMMISSION AND EXPENSES
The Underwriters will receive an underwriting commission (the “Fixed Fee”) of 1.0% of
the aggregate Offer Price of all the Offer Shares (including any Offer Shares to be issued
pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option).
For 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. In addition, the Underwriters may receive a
discretionary incentive fee (the “Discretionary Fee”) of up to 1.0% of the aggregate Offer Price
of all the Offer Shares (including any Offer Shares to be issued pursuant to the exercise of the
Offer Size Adjustment Option and the Over-allotment Option). The ratio of Fixed Fees and
Discretionary Fees (if fully paid) is therefore approximately 40%:60%.
Assuming the Offer Size Adjustment Option and the Over-allotment Option are not
exercised at all, and based on an Offer Price of HK$45.80 per H Share, the aggregate
commissions and fees (exclusive of any discretionary incentive fee), together with the Stock
Exchange listing fees, the SFC transaction levy, the AFRC transaction levy, the Hong Kong
UNDERWRITING
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Stock Exchange trading fee, legal and other professional fees and printing and other expenses
relating to the Global Offering to be borne by the Company are estimated to amount to
approximately HK$121.5 million in aggregate.
JOINT SPONSOR’S FEE
A fee of USD300,000 is payable by the Company as sponsor fees to each Joint Sponsor.
JOINT SPONSOR’S INDEPENDENCE
Each Joint Sponsor satisfies the independence criteria set out in Rule 3A.07 of the Listing
Rules.
ACTIVITIES BY UNDERWRITERS
Each of the Underwriters and their respective affiliates may individually undertake a
variety of activities which do not form part of the underwriting or stabilizing process.
The Underwriters and their respective affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of
commercial and investment banking, brokerage, funds management, trading, hedging,
investing and other activities for their own account and for the account of others. In the
ordinary course of their business activities, the Underwriters 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. These investment and trading activities
may involve or relate to our assets, securities and/or instruments and/or persons and entities
with relationships with us and may also include swaps and other financial instruments entered
into for hedging purposes in connection with our loans and other debt.
In relation to our H Shares, the activities of the Underwriters and their respective
affiliates may include acting as agent for buyers and sellers of our 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 listed
derivative transactions or listed or unlisted securities transactions (including issuing securities
such as derivative warrants listed on a stock exchange) which have as their underlying assets,
assets including our H Shares. Such transactions may be carried out as bilateral agreements or
trades with selected counterparties. Those activities may require hedging activity by those
entities involving, directly or indirectly, the buying and selling of 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 elsewhere in the world and may result in the Underwriters and their
respective affiliates holding long and/or short positions in our H Shares, in baskets of securities
or indices including our H Shares, in units of funds that may purchase our H Shares, or in
derivatives related to any of the foregoing.
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In relation to issues by the Underwriters or their respective affiliates of any listed
securities having our H Shares as their underlying securities, whether on the Hong Kong Stock
Exchange or on any other stock exchange, the rules of the stock exchange may require the
issuer of those securities (or one of its affiliates or agents) to act as a market maker or liquidity
provider in the security, and this will also result in hedging activity in our H Shares in most
cases.
All these activities may occur both during and after the end of the stabilizing period
described in the section headed “Structure of the Global Offering”. Such activities may affect
the market price or value of our H Shares, the liquidity or trading 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 Underwriters and
their respective affiliates will be subject to certain restrictions, including the following:
(a) the Underwriters and their respective affiliates (other than the Stabilizing Manager
or any person acting for it) must not, in connection with the distribution of the Offer
Shares, effect any transactions (including issuing or entering into any option or other
derivative transactions relating to the Offer Shares), whether in the open market or
otherwise, with a view to stabilizing or maintaining the market price of any of the
Offer Shares at levels other than those which might otherwise prevail in the open
market; and
(b) the Underwriters and their respective affiliates must comply with all applicable laws
and regulations, including the market misconduct provisions of the SFO, including
the provisions prohibiting insider dealing, false trading, price rigging and stock
market manipulation.
Some of the Underwriters or their respective affiliates 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 Underwriters or their respective affiliates have received or will receive
customary fees and commissions.
In addition, the Underwriters or their respective affiliates may provide financing to
investors to finance their subscriptions of Offer Shares in the Global Offering.
UNDERWRITING
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THE GLOBAL OFFERING
The Global Offering consists of (subject to reallocation, the Offer Size Adjustment Option
and the Over-allotment Option as described below):
(a) the Hong Kong Public Offering of initially 9,361,600 H Shares (subject to
reallocation) as described below under “— The Hong Kong Public Offering”; and
(b) the International Offering of initially 84,254,400 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 in Hong Kong) in
offshore transactions in reliance on Regulation S and in the United States solely to
QIBs in reliance on Rule 144A or another exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act, as described
below under the subsection headed “— The International Offering”.
Investors may either apply for our H Shares under the Hong Kong Public Offering; or
apply for or indicate an interest, if qualified to do so, for our H Shares under the International
Offering, but may not do both.
The Offer Shares will represent approximately 5.64% of the total Shares in issue
immediately following the completion of the Global Offering (assuming that 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 6.43% of the total
Shares in issue (assuming the Offer Size Adjustment Option is not exercised at all) or
approximately 7.33% of the total Shares in issue (assuming the Offer Size Adjustment option
is exercised in full) immediately following the completion of the Global Offering.
UNDERWRITING ARRANGEMENTS
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 us and the Sponsor-Overall Coordinators (on behalf of the Underwriters) on or
around the Price Determination Date and subject to the other conditions set out in the
subsection headed “— Conditions of the Global Offering”.
We expect to enter into the International Underwriting Agreement relating to the
International Offering on or about the Price Determination Date.
The underwriting arrangements, the Hong Kong Underwriting Agreement and the
International Underwriting Agreement are summarized in the section headed “Underwriting”.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 379 ---
THE HONG KONG PUBLIC OFFERING
Number of H Shares Initially Offered
We are initially offering 9,361,600 H Shares at the Offer Price for subscription by the
public in Hong Kong, representing approximately (i) 10% of the 93,616,000 H Shares initially
made available under the Global Offering and (ii) 0.6% of the total Shares in issue immediately
following the completion of the Global Offering (subject to the reallocation of Offer Shares
between the International Offering and the Hong Kong Public Offering and assuming the Offer
Size Adjustment Option and the Over-allotment Option are not exercised).
Allocation
Allocation of H 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 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).
 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 fee, the SFC transaction levy, the
AFRC transaction levy and the Hong Kong 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 Offer 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 Hong
Kong Stock Exchange trading fee).
For the purpose of the immediately preceding paragraph only, the “price” for the Hong
Kong Offer Shares means the price payable on application. See the subsection headed “—
Pricing — Price Payable on Application”.
Applicants should be aware that applications 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 pool and be allocated accordingly.
STRUCTURE OF THE GLOBAL OFFERING
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Applicants can only receive an allocation of Hong Kong Offer Shares from either Pool A
or Pool B but not from both pools. Multiple or suspected multiple applications and any
application for more than 4,680,800 Hong Kong Offer Shares (being 50% of the H Shares
initially made available under the Hong Kong Public Offering (assuming the Offer Size
Adjustment Option and the Over-allotment Option are not exercised)) 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 reallocate 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 Pool 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. In the event of reallocation of Offer Shares between the
International Offering and the Hong Kong Public Offering in the circumstances where (a) the
International Offer Shares are fully subscribed or oversubscribed and the Hong Kong Offer
Shares are fully subscribed or oversubscribed irrespective of the number of times, or (b) the
International Offer Shares are undersubscribed and the Hong Kong Offer Shares are fully
subscribed or oversubscribed irrespective of the number of times, then up to 4,680,800 Offer
Shares may be reallocated from the International Offering to the Hong Kong Public Offering,
so that the total number of Offer Shares available for subscription under the Hong Kong Public
Offering may accordingly increase up to 14,042,400 Offer Shares, representing approximately
15% of the 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 accordance
with Chapter 4.14 of the Guide for New Listing Applicants.
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,
which is expected to be published on Tuesday, February 10, 2026.
STRUCTURE OF THE GLOBAL OFFERING
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Where the International Offer Shares are undersubscribed and 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 must give an undertaking and
confirmation in the application submitted by that applicant that he/she/it and any person(s) for
whose benefit the applicant 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
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
We are initially offering 84,254,400 H Shares at the Offer Price for subscription or sale
under the International Offering (subject to reallocation, the Offer Size Adjustment Option and
the Over-allotment Option), representing approximately 90% of the 93,616,000 H Shares
initially made available under the Global Offering. Subject to the reallocation of the Offer
Shares between the International Offering and the Hong Kong Public Offering, the number of
H Shares initially offered under the International Offering will represent approximately 5.08%
of the total Shares in issue 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 QIBs in the
United States in accordance with Rule 144A as well as institutional and professional investors
and other investors anticipated to have a sizeable demand for the 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 that
regularly invest in shares and other securities.
Allocation of Offer Shares under the International Offering will be effected in accordance
with the “book-building” process described in the subsection headed “— Pricing —
Determining the Offer Price” and based on a number of factors, including the level and timing
of demand, total size of the relevant investor’s invested assets or equity assets in the relevant
sector and whether or not it is expected that that investor is likely to buy further H Shares,
STRUCTURE OF THE GLOBAL OFFERING
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--- page 382 ---
and/or hold or sell its H Shares, after the Listing. This basis of allocation is intended to result
in a distribution of the Offer Shares which is likely to lead to the establishment of a solid and
stable professional and institutional shareholder base to the benefit of our Group and our
Shareholders as a whole.
The Sponsor-Overall Coordinators (on behalf of the Underwriters) may require an
investor who has been offered (or has indicated an interest for) Offer Shares under the
International Offering and who has made an application under the Hong Kong Public Offering
to provide sufficient information to the Sponsor-Overall Coordinators so as to allow it to
identify the relevant applications under the Hong Kong Public Offering and to ensure that they
are excluded from any 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 the exercise of the Offer Size Adjustment Option and the
Over-allotment Option in whole or in part described in the paragraphs headed “— Offer Size
Adjustment Option” and “— Over-allotment Option” in this section, and any reallocation of
unsubscribed Offer Shares originally included in the Hong Kong Public Offering and/or any
Offer Shares from the International Offering to the Hong Kong Public Offering at the discretion
of the Overall Coordinators.
PRICING
Price Payable on Application
Applicants for Hong Kong Offer Shares may be required to pay, on application (subject
to application channel), the maximum Offer Price of HK$45.80 per Hong Kong Offer Share
plus the brokerage fee of 1.0%, the SFC transaction levy of 0.0027%, the AFRC transaction
levy of 0.00015% and the Hong Kong Stock Exchange trading fee of 0.00565%, amounting to
a total of HK$4,626.19 for one board lot of 100 H Shares.
If the Offer Price is less than the maximum Offer Price, appropriate refund payments
(including the brokerage fee, the SFC transaction levy, the AFRC transaction levy and the
Hong Kong Stock Exchange trading fee attributable to the surplus application monies) will be
made to successful applicants. See the subsection headed “How to Apply for the Hong Kong
Offer Shares — Despatch/Collection of H Share Certificates and Refund of Application
Monies”.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 383 ---
Determining the Offer Price
The International Underwriters are soliciting from prospective investors indications of
interest in acquiring our H Shares in the International Offering. Prospective investors will be
required to specify the number of International 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, but to cease on or around,
the Price Determination Date.
The Offer Price is expected to be fixed by agreement between the Sponsor-Overall
Coordinators (on behalf of the Underwriters) and us, on the Price Determination Date, when
market demand for the Offer Shares will be determined. The Price Determination Date is
expected to be on or before Monday, February 9, 2026 (Hong Kong time) and, in any event,
not later than 12:00 noon on Monday, February 9, 2026 (Hong Kong time).
We will determine the Offer Price by reference to, among other factors, the closing price
of the A Shares on the Shenzhen Stock Exchange on the last trading day on or before the Price
Determination Date (which is accessible to the Shareholders and potential investors at
https://www.szse.cn/English/siteMarketData/siteMarketDatas/lookup/index.html?code=300450),
and the Offer Price will not be more than HK$45.80. The historical prices of our A Shares and
trading volume on Shenzhen Stock Exchange are set out below.
Period High Low ADTV (1)
(RMB) (RMB) (A Shares)
Y ear ended December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H111875.9 37.2 13,424,165
Y ear ended December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H111850.0 23.2 16,071,095
Y ear ended December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H111828.2 12.9 33,718,826
Y ear of 2025 (up to the Latest
Practicable Date) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824.1 17.8 29,728,138
Note:
(1) Average daily trading volume (“ ADTV ”) represents daily average number of our A Shares traded over
the relevant period.
The final Offer Price, the level of indications of interest in the International Offering, the
level of applications in the Hong Kong Public Offering, the basis of allocations of the Hong
Kong Offer Shares and the results of allocations in the Hong Kong Public Offering are
expected to be made available through a variety of channels in the manner described in “How
to Apply for Hong Kong Offer Shares — Publication of Results.”
STRUCTURE OF THE GLOBAL OFFERING
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--- page 384 ---
Reduction in Number of Offer Shares and/or Offer Price
The Sponsor-Overall Coordinators (on behalf of the Underwriters) may, based on the
level of interest expressed by prospective investors during the book-building process in respect
of the International Offering, and with our consent, reduce the number of Offer Shares below
that stated in this prospectus at any time on or before the morning of the last day for making
applications under the Hong Kong Public Offering. In this case, we will as soon as practicable
after the decision to make the reduction (and no later than the morning of the last day for
making applications under the Hong Kong Public Offering) publish on the website of the Hong
Kong Stock Exchange at www.hkexnews.hk and our website at
https://www.leadintelligent.com notice of the reduction, the cancellation of the Global
Offering and the relaunch of the Global Offering at the revised number of Offer Shares and/or
the revised Offer Price. This notice will also include confirmation or revision, as appropriate,
of the working capital statement and the Global Offering statistics as set out in this prospectus,
as well as any other financial information which may change as a result of the reduction.
We will, as soon as practicable following the decision to make the reduction, in addition
to publishing the notice, issue a supplemental prospectus containing details in relation to the
change in the number of Offer Shares being offered. The Global Offering will be cancelled and
subsequently relaunched on FINI pursuant to the supplemental prospectus.
Before making 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
may not be made until the day which is the last day for making applications under the Hong
Kong Public Offering.
In the absence of a notice of reduction, the number of Offer Shares (if the Company
agrees with the Sponsor-Overall Coordinators (on behalf of the Underwriters)), will not be
reduced.
Announcement of the Offer Price and Basis of Allocations
The Offer Price, level of applications in the Hong Kong Public Offering, level of
indications of interest in the International Offering, and basis of allocations of the Hong Kong
Offer Shares are expected to be made available through a variety of channels in the manner
described in the subsection headed “How to Apply for the Hong Kong Offer Shares —
Publication of Results”.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 385 ---
OFFER SIZE ADJUSTMENT OPTION
In order to provide flexibility for the Company to increase the number of Offer Shares
available for purchase under the International Offering to cover additional market demand, 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 14,042,400 additional
Offer Shares (representing approximately 15% of the Offer Shares initially offered under the
Global Offering) at the Offer Price to cover excess demand in the International Offering.
If the Offer Size Adjustment Option is exercised in full, the additional Offer Shares to be
issued pursuant thereto will represent approximately 0.85% of our issued share capital
immediately following the completion of the Global Offering (assuming the Over-allotment
Option is not exercised).
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:
(1) 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 Shares under the Over-allotment Option;
(2) 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;
(3) 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; and
(4) general market conditions.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 386 ---
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
93,616,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.64% 107,658,400 5.59%
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, or will confirm in the announcement that,
if the Offer Size Adjustment Option has not been exercised by then, the Offer Size Adjustment
Option has lapsed and cannot be exercised on any future date.
OVER-ALLOCATION
Following any over-allocation of H Shares in connection with the Global Offering, the
Stabilizing Manager (or any person acting for it) may cover the over-allocation by exercising
the Over-allotment Option in full or in part, or by using H Shares purchased by the Stabilizing
Manager (or any person acting for it) in the secondary market at prices that do not exceed the
Offer Price or a combination of these means.
OVER-ALLOTMENT OPTION
In connection with the Global Offering, we may grant the Over-allotment Option to the
International Underwriters, exercisable by the Sponsor-Overall Coordinators in its sole and
absolute discretion on behalf of the International Underwriters.
Pursuant to the Over-allotment Option (if granted), the International Underwriters have
the right, exercisable by the Sponsor-Overall Coordinators (in its 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 Sunday, March 8, 2026),
to require us to allot and issue up to 14,042,400 additional Offer Shares representing not more
STRUCTURE OF THE GLOBAL OFFERING
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--- page 387 ---
than 15% of the total number of 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
16,148,700 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 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 thereto will represent
approximately 0.85% 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 1.79% of the enlarged issued share
capital of our Company immediately following completion of the Global Offering. We will
make an announcement if the Over-allotment Option is exercised.
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. These transactions may
be effected in jurisdictions where it is permitted to do so, in each case in compliance with all
applicable laws and regulatory requirements, including those in Hong Kong. In Hong Kong, the
price at which stabilization is effected cannot exceed the offer price of shares.
In connection with the Global Offering, the Stabilizing Manager (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 our H
Shares at a level higher than that which might otherwise prevail in the open market. However,
there is no obligation on the Stabilizing Manager to conduct any stabilizing activity. Stabilizing
actions, if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or
any person acting for it) and in what the Stabilizing Manager reasonably regards as being in
our best interest, (b) may be discontinued at any time and (c) is required to end within 30 days
of the last day for making applications under the Hong Kong Public Offering.
Stabilizing activities permitted in Hong Kong pursuant to the Securities and Futures
(Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) include (a) over-
allocation for the purpose of preventing or minimising 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 minimising any reduction in the market price of our H Shares,
(c) subscribing, or agreeing to subscribe, for our H Shares pursuant to the Over-allotment
Option in order to close out any position established under (a) or (b), (d) purchasing, or
agreeing to purchase, our H Shares for the sole purpose of preventing or minimising any
STRUCTURE OF THE GLOBAL OFFERING
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--- page 388 ---
reduction in the market price 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, applicants for and investors in the Offer Shares should note that:
(a) as a result of effecting transactions to stabilize or maintain the market price of our
H Shares, the Stabilizing Manager (or any person acting for it) may maintain a long
position in our H Shares;
(b) the size of the long position, and the period for which the Stabilizing Manager (or
any person acting for it) will maintain the long position is at the discretion of the
Stabilizing Manager and is uncertain;
(c) liquidation of any 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 our H Shares;
(d) stabilizing action by the Stabilizing Manager (or any person acting for it) is not
permitted to support the price of our H Shares for longer than the stabilizing period,
which begins on the Listing Day and ends on Sunday, March 8, 2026 (being the 30th
day after the last day for making applications under the Hong Kong Public
Offering). As a result, demand for our H Shares, and their market price, may fall
after the end of the stabilizing period;
(e) stabilizing activities by the Stabilizing Manager (or any person acting for it) may
stabilize, maintain or otherwise affect the market price of our H Shares. This means
the price of our H Shares may be higher than the price that otherwise might exist in
the open market;
(f) there is no assurance that the price of our H Shares can stay at or above the Offer
Price by the taking of any stabilizing action either during or after the stabilizing
period; and
(g) bids for or market purchases of our H Shares by the Stabilizing Manager (or any
person acting for it) may be made at a price at or below the Offer Price and therefore
at or below the price paid for our H Shares by purchasers.
In order to effect stabilization actions, the Stabilizing Manager will arrange cover of up
to an aggregate of 14,042,400 H Shares, representing up to 15.0% of the initial Offer Shares
(assuming the Offer Size Adjustment Option is not exercised at all) or up to an aggregate of
16,148,700 H Shares, representing up to 15.0% of the initial 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 allocated Offer Shares in the
International Offering. The delayed delivery arrangements (if specifically agreed by an
STRUCTURE OF THE GLOBAL OFFERING
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--- page 389 ---
investor) relate only to the delay in the delivery of the Offer Shares to such investor and the
relevant investors must fully pay their subscription before the Listing. Both the size of such
cover and the extent to which the Over-allotment Option can be exercised will depend on
whether arrangements can be made with investors such that a sufficient number of H Shares
can be delivered on a delayed basis. If no investor in the International Offering agrees to the
delayed delivery arrangements, no stabilizing actions will be undertaken by the Stabilizing
Manager and the Over-allotment Option will not be exercised.
We will make an announcement in compliance with the Securities and Futures (Price
Stabilizing) Rules (Chapter 571W of the Laws of Hong 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 which may be issued pursuant to the exercise of the Offer Size
Adjustment Option and the Over-allotment Option) as described in this prospectus
and the approval not having been revoked;
(b) the execution and delivery of the International Underwriting Agreement on or
around the Price Determination Date;
(c) the Offer Price having been agreed between us and the Sponsor-Overall
Coordinators (on behalf of the Underwriters); 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 their respective
terms,
in each case on or before the dates and times specified in the respective Underwriting
Agreements (unless and to the extent such conditions are waived on or before such dates and
times) and in any event not later than Wednesday, February 11, 2026.
The consummation of each of the Hong Kong Public Offering and the 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 waived before the dates and times specified,
the Global Offering will not proceed and will lapse, and the Hong Kong 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 Hong Kong Stock Exchange at www.hkexnews.hk and our
STRUCTURE OF THE GLOBAL OFFERING
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website at https://www.leadintelligent.com on the next Business Day following the lapse. In
this case, all application monies will be returned, without interest, on the terms set out in the
subsection headed “How to Apply for the Hong Kong Offer Shares — Despatch/Collection of
H Share Certificates and Refund of Application Monies”. In the meantime, the application
monies will be held in separate accounts with the receiving banks or other bank(s) in Hong
Kong licensed under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong).
If, for any reason, we and the Sponsor-Overall Coordinators (on behalf of the
Underwriters) are unable to reach agreement on the Offer Price by 12:00 noon on the Price
Determination Date, the Global Offering will not proceed and will lapse.
H Share certificates for the Offer Shares are expected to be issued on Tuesday, February
10, 2026, but they will only become valid evidence of title at 8:00 a.m. on Wednesday,
February 11, 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 Wednesday, February 11, 2026, it is expected that dealings in our H
Shares on the Hong Kong Stock Exchange will commence at 9:00 a.m. on Wednesday, February
11, 2026.
Our H Shares will be traded in board lots of 100 H Shares each and the stock code of our
H Shares will be 0470.
STRUCTURE OF THE GLOBAL OFFERING
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IMPORTANT NOTICE TO INVESTORS OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong
Public Offering and below are the procedures for application.
This prospectus is available at the website of the Hong Kong Stock Exchange at
www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing Information ”
section, and our website at https://www.leadintelligent.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.
APPLICATIONS FOR THE 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:
 are 18 years of age or older;
 have a Hong Kong address (for the White Form eIPO service only);
 are outside the United States (within the meaning 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 person (except qualified domestic institutional investors)
of the People’s Republic of China.
Unless permitted by the Listing Rules, you cannot apply for any Hong Kong Offer Shares
if you or the person(s) for whose benefit you are applying for:
 are an existing holder or beneficial owner of our Shares and/or a substantial
shareholder of any of our subsidiaries;
 are our director, supervisor or chief executive officer of ours and/or any of our
subsidiaries;
 are a close associate of any of the above persons;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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 are our connected person or will become our connected person immediately upon
completion of the Global Offering; or
 have been allocated or have applied for any International Offer Shares or otherwise
participate in the International Offering.
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Tuesday, February
3, 2026 and end at 12:00 noon on Friday, February 6, 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 /H1118/H1118/H1118/H1118
www.eipo.com.hk
Investors who would
like to receive a
physical Share
certificate. Hong
Kong Offer Shares
successfully applied
for will be allotted
and issued in your
own name.
From 9:00 a.m. on
Tuesday,
February 3, 2026 to
11:30 a.m., Friday,
February 6, 2026,
Hong Kong time.
The latest time for
completing full
payment of
application monies
will be 12:00 noon
on Friday, February
6, 2026, Hong Kong
time.
HKSCC
EIPO
channel /H1118/H1118/H1118
Y our broker or
custodian who is an
HKSCC Participant
will submit
electronic
application
instructions on your
behalf through
HKSCC’s FINI
system in
accordance with
your instruction
Investors who would
not like to receive a
physical 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.
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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.
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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual/Joint Applicants For Corporate Applicants
 Full name(s) (2) as shown on your
identity document
 Identity document’s issuing country
or jurisdiction
 Identity document type, with order
of priority:
i. HKID card; or
ii. National identification
document; or
iii. Passport; and
 Identity document number
 Full name(s)
(2) as shown on your
identity document
 Identity document’s issuing country
or jurisdiction
 Identity document type, with order
of priority:
i. LEI registration document; or
ii. Certificate of incorporation; or
iii. Business registration
certificate; or
iv. Other equivalent document; and
 Identity document number
Notes:
(1) If you are applying through the White Form eIPO service, you are required to provide a valid e-mail
address, a contact telephone number and a Hong Kong address. Y ou are also required to declare that the
identity information provided by you follows the requirements as described in Note 2 below. In
particular, where you cannot provide a HKID number, you must confirm that you do not hold a HKID
card.
(2) The applicant’s full name as shown on their identity document must be used and the surname, given
name, middle and other names (if any) must be input in the same order as shown on the identity
document. If an applicant’s identity document contains both an English and Chinese name, both English
and Chinese names must be used. Otherwise, either English or Chinese names will be accepted. The
order of priority of the applicant’s identity document type must be strictly followed and where an
individual applicant has a valid HKID card (including both Hong Kong Residents and Hong Kong
Permanent Residents), the HKID number must be used when making an application to subscribe for
Hong Kong Offer Shares. Similarly for corporate applicants, a LEI number must be used if an entity has
a LEI certificate.
(3) If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will
be required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID
of the asset management company or the individual fund, as appropriate, which has opened a trading
account with the broker will be required, as above.
(4) The maximum number of joint applicants on FINI is capped at four in accordance with market practice.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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(5) If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity
document), the identity document’s issuing country or jurisdiction, the identity document type; and (ii),
the identity document number, for each of the beneficial owners or, in the case(s) of joint beneficial
owners, for each joint beneficial owner. If you do not include this information, the application will be
treated as being made for your benefit.
(6) If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated as
being for your benefit and you should provide the required information in your application as stated above.
“Unlisted company ” means a company with no equity securities listed on the Stock Exchange or any
other stock exchange.
“Statutory control ” means you:
 control the composition of the board of directors of the company;
 control more than half of the voting power of the company; or
 hold more than half of the issued share capital of the company (not counting any part of it which
carries no right to participate beyond a specified amount in a distribution of either profits or
capital).
For those applying through HKSCC EIPO channel, and making an application under a
power of attorney, we and the Sponsor-Overall Coordinators, as our agent, have discretion to
consider whether to accept it on any conditions we think fit, including evidence of the
attorney’s authority.
Failing to provide any required information may result in your application being rejected.
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: 100 H Shares
Permitted Number of Hong
Kong Offer Shares for
application and amount
payable on
application/successful
allotment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
: Hong Kong Offer Shares are available for
application in specified board lot sizes only. Please
refer to the amount payable associated with each
specified board lot size in the table below.
The maximum Offer Price is HK$45.80 per H
Share.
If you are applying through the HKSCC EIPO
channel, your broker or custodian may require
you to pre-fund your application in such amount as
determined by the broker or custodian , based on
the applicable laws and regulations in Hong Kong.
Y ou are responsible for complying with any such
prefunding requirement imposed by your broker or
custodian with respect to the Hong Kong Offer
Shares you applied for.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 396 ---
By instructing your broker or custodian to apply
for the Hong Kong Offer Shares on your behalf
through the HKSCC EIPO channel, you (and, if
you are joint applicants, each of you jointly and
severally) are deemed to have instructed and
authorized HKSCC to cause HKSCC Nominees
(acting as nominee for the relevant HKSCC
Participants) to arrange payment of the final Offer
Price, brokerage, SFC transaction levy, the Hong
Kong Stock Exchange trading fee and the AFRC
transaction levy by debiting the relevant nominee
bank account at the designated bank for your
broker or custodian.
If you are applying through the White Form eIPO
service, you may refer to the table below for the
amount payable for the number of H Shares you
have selected. Y ou must pay the respective amount
payable on application in full upon application for
Hong Kong Offer Shares.
No. of
Hong Kong
Offer Shares
applied for
Amount (2)
payable on
application
No. of
Hong Kong
Offer Shares
applied for
Amount (2)
payable on
application
No. of
Hong Kong
Offer Shares
applied for
Amount (2)
payable on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
100 4,626.19 3,000 138,785.68 50,000 2,313,094.66 400,000 18,504,757.20
200 9,252.38 4,000 185,047.57 60,000 2,775,713.58 450,000 20,817,851.86
300 13,878.57 5,000 231,309.46 70,000 3,238,332.51 500,000 23,130,946.50
400 18,504.76 6,000 277,571.36 80,000 3,700,951.45 1,000,000 46,261,893.00
500 23,130.94 7,000 323,833.25 90,000 4,163,570.36 1,500,000 69,392,839.50
600 27,757.13 8,000 370,095.14 100,000 4,626,189.30 2,000,000 92,523,786.00
700 32,383.33 9,000 416,357.04 150,000 6,939,283.96 2,500,000 115,654,732.50
800 37,009.51 10,000 462,618.94 200,000 9,252,378.60 3,000,000 138,785,679.00
900 41,635.70 20,000 925,237.85 250,000 11,565,473.26 3,500,000 161,916,625.50
1,000 46,261.90 30,000 1,387,856.79 300,000 13,878,567.90 4,000,000 185,047,572.00
2,000 92,523.79 40,000 1,850,475.72 350,000 16,191,662.56 4,680,800
(1) 216,542,668.76
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 397 ---
(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) and the SFC transaction levy, the Hong Kong 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.
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 “— Applications for Hong Kong
Offer Shares — 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):
(a) undertake to execute all relevant documents and instruct and authorize us and/or the
Sponsor-Overall Coordinators (or its agents or nominees), as our agent, to execute
any documents for you and to do on your behalf all things necessary to register any
Hong Kong Offer Shares allocated to you in your name or in the name of HKSCC
Nominees as required by the Articles of Association, and (if you are applying
through the HKSCC EIPO channel) to deposit the allotted Hong Kong Offer Shares
directly into CCASS for the credit of your designated HKSCC Participant’s stock
account on your behalf;
(b) 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 Provider (or as the case may be, the agreement you entered into with
your broker or custodian), and agree to be bound by them;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 398 ---
(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 General Rules of HKSCC and the HKSCC
Operational Procedures for giving application instructions to apply for Hong Kong
Offer Shares;
(d) 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;
(e) confirm that you have read this prospectus and any supplement to it and have only
relied 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, except those contained in any
supplement to this prospectus;
(f) agree that none of us, the Relevant Persons, the H Share Registrar and HKSCC is
or will be liable for any information and representations not contained in this
prospectus (and any supplement to it);
(g) 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, receiving bank(s), the H
Share Registrar, HKSCC, HKSCC Nominees, the Hong Kong 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’ application) has been
accepted) that you will not rescind it because of an innocent misrepresentation;
(i) 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 “— Publication of Results” in this section;
(j) confirm that you are aware of the situations specified in the paragraph headed
“— Circumstances in which Y ou Will Not Be Allocated Hong Kong Offer Shares”
in this section;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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(k) 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;
(l) agree to comply with the Companies Ordinance, Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association, the PRC
Companies Law and laws of any other place 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;
(m) confirm that (a) your application or HKSCC Nominees’ application on your behalf
is not financed directly or indirectly by the Company, any of the directors, chief
executives, substantial Shareholder(s) or existing shareholder(s) of the Company or
any of its subsidiaries or any of their respective close associates; and (b) you are not
accustomed or will not be accustomed to taking instructions from the Company, any
of the directors, chief executives, substantial shareholder(s) or existing
shareholder(s) of the Company or any of its subsidiaries or any of their respective
close associates in relation to the acquisition, disposal, voting or other disposition
of the H Shares registered in your name or otherwise held by you;
(n) warrant that the information you have provided is true and accurate;
(o) confirm that you understand that we, our Directors and the Sponsor-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 applied for, or any lesser number
allocated to you under the application;
(q) 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;
(r) represent, warrant and undertake that (i) you understand that the Hong Kong Offer
Shares have not been and will not be registered 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 outside the United States (as defined in Regulation S) or are a person
described in paragraph (h)(3) of Rule 902 of Regulation S;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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(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 restrictions on the Global Offering set out in this
prospectus;
(u) (if you are making the application 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 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 benefit of that person or by that person or by any other person as agent
for that person by 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
(w) if the laws of any place outside Hong Kong apply to your application, agree and
warrant that you have complied with all these laws and none of us nor any Relevant
Person 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
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares
through:
Platform Date/Time
Applying through White Form eIPO service or HKSCC EIPO channel :
Website /H1118/H1118/H1118/H1118The 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., Tuesday,
February 10, 2026 to
12:00 midnight on
Monday,
February 16, 2026
(Hong Kong time)
HOW TO APPLY FOR HONG KONG OFFER SHARES
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Platform Date/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 Hong Kong Stock Exchange’s website
at www.hkexnews.hk and our website at
https://www.leadintelligent.com which
will provide links to the above mentioned
web sites of the H Share Registrar.
No later than 11:00 p.m.
on Tuesday,
February 10, 2026
(Hong Kong time).
Telephone /H1118/H1118/H1118+852 2862 8555 — the allocation results
telephone enquiry line provided by the
H Share Registrar
Between 9:00 a.m.
and 6:00 p.m., on
Wednesday, February
11, 2026, Thursday,
February 12, 2026,
Friday, February 13,
2026 and Monday,
February 16, 2026
For those applying through HKSCC EIPO channel, you may also check with your broker
or custodian from 6:00 p.m., Monday, February 9, 2026 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m.,
Monday, February 9, 2026 (Hong Kong time) on a 24-hour basis and should report any
discrepancies on allotments to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the results of the 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 Hong Kong
Stock Exchange’s website at www.hkexnews.hk and our website at
https://www.leadintelligent.com by no later than 11:00 p.m. on Tuesday, February 10, 2026
(Hong Kong time).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
Y ou should note the following situations in which 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:
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 discretion to reject your application:
We, the Sponsor-Overall Coordinators, the H Share Registrar 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 will be void if the Hong Kong Stock Exchange
does not grant permission to list our 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 Hong Kong 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 “— Applications for the 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; or
 we or the Sponsor-Overall Coordinators believe that by accepting your application,
we or they would violate applicable securities or other laws, rules or regulations.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 391 –


--- page 403 ---
5. If there is money settlement failure for allotted H Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC
Participants will be required to hold sufficient application funds on deposit with their
designated bank before balloting. After balloting of Hong Kong Offer Shares, the Receiving
Bank will collect the portion of these funds required to settle each HKSCC Participant’s actual
Hong Kong Offer Share allotment from their designated bank.
There is a risk of money settlement failure . In the extreme event of money settlement
failure by a HKSCC Participant (or its designated bank), who is acting on your behalf in
settling payment for your allotted shares, HKSCC will contact the defaulting HKSCC
Participant and its designated bank to determine the cause of failure and request such
defaulting HKSCC Participant to rectify or procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected
Hong Kong Offer Shares will be reallocated to the 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.
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 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) temporary document of title in respect of our H Shares; or (ii)
receipt for sums paid on application.
H Share certificates will only become valid evidence of title at 8:00 a.m. on Wednesday,
February 11, 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 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 392 –


--- page 404 ---
The following sets out the relevant procedures and time:
White Form eIPO service HKSCC EIPO channel
Despatch/collection of H Share certificate
For physical share
certificates of
1,000,000 or more
Offer Shares issued
under your own
name /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Collection in person from our
H Share Registrar,
Computershare Hong Kong
Investor Services Limited, at
Shops 1712-1716, 17th Floor,
Hopewell Centre, 183 Queen’s
Road East, Wanchai, Hong
Kong.
Time: from 9:00 a.m. to 1:00 p.m.
on Wednesday, February 11,
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
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 physical share
certificates of less
than 1,000,000
Offer Shares issued
under your own
name /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Y our H Share certificate(s) will be
sent to the address specified in
your application instructions by
ordinary post at your own risk.
Time: Tuesday, February 10,
2026
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 393 –


--- page 405 ---
White Form eIPO service HKSCC EIPO channel
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Wednesday, February 11, 2026 Subject to the
arrangement between
you and your broker or
custodian
Responsible party /H1118/H1118/H1118H Share Registrar Y our broker or custodian
Application monies
paid through single
bank account /H1118/H1118/H1118/H1118/H1118
Any refund will be despatched to
the bank account in the form of
White Form e-Refund payment
instructions
Y our broker or custodian
will arrange refund to
your designated bank
account subject to the
arrangement between
you and it.
Application monies
paid through
multiple bank
accounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Refund cheque(s) will be
dispatched to the address as
specified in your application
instructions by ordinary post at
your own risk
Except in the event of any Severe Weather Signals (as defined below) in force in
Hong Kong 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 Registrar to arrange for delivery of the supporting documents and share certificates
in accordance with the contingency arrangements as agreed between them. Y ou may refer to
“— Severe Weather Arrangements” in this section.
SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Friday, February 6, 2026 if, there is (are):
 a tropical cyclone warning signal number 8 or above;
 a “black” rainstorm warning; and/or
 Extreme Conditions
(collectively, “ Severe Weather Signals ”)
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Friday, February 6,
2026.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 394 –


--- page 406 ---
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 any of those 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 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 Hong Kong Stock Exchange’s website at
www.hkexnews.hk and our website at https://www.leadintelligent.com of the revised
timetable.
If any of those warnings is hoisted on Tuesday, February 10, 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,
February 11, 2026.
If any of those warnings is hoisted on Tuesday, February 10, 2026, for physical share
certificates of less than 1,000,000 Hong Kong Offer Shares issued under your own name which
are initially scheduled for despatch on Friday, February 6, 2026, despatch will be made by
ordinary post when the post office re-opens after any of those warnings is lowered or canceled
(e.g. in the afternoon of Tuesday, February 10, 2026 or Wednesday, February 11, 2026).
If any of those warnings is hoisted on Wednesday, February 11, 2026, for physical share
certificates of equal to or more than 1,000,000 Hong Kong Offer Shares issued under your own
name which are initially scheduled for collection at the H Share Registrar’s office from 9:00
a.m. to 1:00 p.m. on Wednesday, February 11, 2026, you may pick them up from the H Share
Registrar’s office after any of those warnings is lowered or canceled (e.g. in the afternoon of
Wednesday, February 11, 2026 or Thursday, February 12, 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 Hong Kong 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 HONG KONG OFFER SHARES
– 395 –


--- page 407 ---
All necessary arrangements have been made enabling the H Shares to be admitted into
CCASS.
Y ou should seek the advice of your broker or other professional advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by us, the Relevant Persons, 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 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.
Personal Information Collection Statement
This Personal Information Collection Statement informs applicant for, and holder of,
Hong Kong Offer Shares, of the policies and practices 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 holders 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 supplying 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 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 us and
the H Share Registrar immediately of any inaccuracies in the personal data supplied.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 396 –


--- page 408 ---
Purposes
Y our personal data may be used, held, processed, and/or stored (by whatever means) for
the following purposes:
 processing your application and refund cheque and White Form e-Refund payment
instruction(s), where applicable, verification of compliance with the terms and
application procedures set out in this prospectus and announcing results of
allocation of Hong Kong Offer Shares;
 compliance with applicable laws and regulations in Hong Kong and elsewhere;
 registering new issues or transfers into or out of the names of the holders of our H
Shares including, where applicable, HKSCC Nominees;
 maintaining or updating our register of members;
 verifying identities of applicants for and holders of our H Shares and identifying any
duplicate applications for our H Shares;
 facilitating Hong Kong Offer Shares balloting;
 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 their 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 397 –


--- page 409 ---
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 purposes, 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 advisers, receiving bank(s) 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 us or the H Share
Registrar in connection with their respective business operation;
 the Hong Kong 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 Hong Kong 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
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 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).
Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares 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 Registrar have the right to charge a
reasonable fee for the processing of such requests. All requests for access to data or correction
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 398 –


--- page 410 ---
of data should be addressed to us and the H Share Registrar, at our and 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 secretary, or the H Share Registrar for the attention of the
privacy compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 399 –


--- page 411 ---
The following is the text of a report set out on pages I-1 to I-89, received from the
Company’ s reporting accountants, Deloitte Touche Tohmatsu, Certified Public Accountants,
Hong Kong, for the purpose of incorporation in this prospectus.
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF WUXI LEAD INTELLIGENT EQUIPMENT CO., LTD. AND CITIC
SECURITIES (HONG KONG) LIMITED AND J.P. MORGAN SECURITIES (FAR
EAST) LIMITED
Introduction
We report on the historical financial information of Wuxi Lead Intelligent Equipment Co.,
Ltd. (“ʮ̡”) (the “Company”) and its subsidiaries (together, the
“Group”) set out on pages I-3 to I-89, which comprises the consolidated statements of financial
position of the Group as at December 31, 2022, 2023 and 2024 and September 30, 2025, the
statements of financial position of the Company as at December 31, 2022, 2023 and 2024 and
September 30, 2025, and the consolidated statements of profit or loss and other comprehensive
income, the consolidated statements of changes in equity and the consolidated statements of
cash flows of the Group for each of the three years ended December 31, 2024 and the nine
months ended September 30, 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-89 forms an
integral part of this report, which has been prepared for inclusion in the prospectus of the
Company dated February 3, 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 (the
“Stock Exchange”).
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of the Historical
Financial Information that gives a true and fair view in accordance with the basis of preparation
set out in note 2 to the Historical Financial Information, and for such internal control as the
directors of the Company determine is necessary to enable the preparation of the Historical
Financial Information that is free from material misstatement, whether due to fraud or error.
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
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 412 ---
Public Accountants (the “HKICPA”). This standard requires that we comply with ethical
standards and plan and perform our work to obtain reasonable assurance about whether the
Historical Financial Information is free from material misstatement.
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Historical Financial Information. The procedures selected depend on the
reporting accountants’ judgment, including the assessment of risks of material misstatement of
the Historical Financial Information, whether due to fraud or error. In making those risk
assessments, the reporting accountants consider internal control relevant to the entity’s
preparation of the Historical Financial Information that gives a true and fair view in accordance
with the basis of preparation set out in note 2 to the Historical Financial Information in order
to design procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. Our work also
included evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the directors of the Company, as well as evaluating the overall
presentation of the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the
accountants’ report, a true and fair view of the Group’s financial position as at December 31,
2022, 2023 and 2024 and September 30, 2025, of the Company’s financial position as at
December 31, 2022, 2023 and 2024 and September 30, 2025, and of the Group’s financial
performance and cash flows for the Track Record Period in accordance with the basis of
preparation set out in note 2 to the Historical Financial Information.
Review of stub period comparative financial information
We have reviewed the stub period comparative financial information of the Group which
comprises the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for
the nine months ended September 30, 2024 and other explanatory information (the “Stub
Period Comparative Financial Information”). The directors of the Company are responsible for
the preparation of the Stub Period Comparative Financial Information in accordance with the
basis of preparation set out in note 2 to the Historical Financial Information. Our responsibility
is to express a conclusion on the Stub Period Comparative Financial Information based on our
review. We conducted our review in accordance with Hong Kong Standard on Review
Engagements 2410 “Review of Interim Financial Information Performed by the Independent
Auditor of the Entity” issued by the HKICPA. A review consists of making inquiries, primarily
of persons responsible for financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an audit conducted in
accordance with Hong Kong Standards on Auditing and consequently does not enable us to
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 413 ---
obtain assurance that we would become aware of all significant matters that might be identified
in an audit. Accordingly, we do not express an audit opinion. Based on our review, nothing has
come to our attention that causes us to believe that the Stub Period Comparative Financial
Information, for the purposes of the accountants’ report, is not prepared, in all material
respects, in accordance with the basis of preparation set out in note 2 to the Historical Financial
Information.
Report on matters under the Rules Governing the Listing of Securities on the Stock
Exchange and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying
Financial Statements as defined on page I-4 have been made.
Dividends
We refer to note 14 to the Historical Financial Information which contains information
about the dividends declared and paid by the Company in respect of the Track Record Period.
Deloitte Touche Tohmatsu
Certified Public Accountants
Hong Kong
February 3, 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 414 ---
HISTORICAL FINANCIAL INFORMATION OF THE GROUP
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The consolidated financial statements of the Group for the Track Record Period, on which
the Historical Financial Information is based, have been prepared in accordance with the
accounting policies which conform with IFRS Accounting Standards issued by the
International Accounting Standards Board (the “IASB”) and were audited by us 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-4 –


--- page 415 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
Y ear ended December 31,
Nine months ended
September 30,
NOTES 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 13,836,131 16,483,341 11,773,350 9,038,408 10,387,540
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,771,065) (11,089,802) (8,235,805) (5,866,154) (7,182,972)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,065,066 5,393,539 3,537,545 3,172,254 3,204,568
Other income and expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 408,327 464,298 330,268 369,558 256,584
Other gains and losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 60,009 (15,925) 14,607 (6,329) 31,514
Impairment losses under expected credit
loss model, net of reversal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 (473,172) (750,387) (555,170) (515,733) 215,695
Selling and marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118(410,759) (451,033) (362,399) (233,444) (209,966)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(740,561) (1,033,961) (1,119,678) (858,927) (883,032)
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (1,815)
Research and development expenses /H1118/H1118/H1118/H1118 (1,347,885) (1,675,617) (1,670,731) (1,266,173) (1,231,206)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 (20,140) (20,215) (62,187) (32,875) (99,539)
Profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,540,885 1,910,699 112,255 628,331 1,282,803
Income tax (expense) credit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 (222,752) (139,922) 155,776 (41,375) (121,508)
Profit for the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 2,318,133 1,770,777 268,031 586,956 1,161,295
Other comprehensive income (expense)
Item that may be reclassified subsequently
to profit or loss:
Exchange differences arising on
translation of foreign operations /H1118/H1118/H1118/H1118/H1118 7,801 (7,778) (6,610) (791) 13,536
Other comprehensive income (expense)
for the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,801 (7,778) (6,610) (791) 13,536
Total comprehensive income for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,325,934 1,762,999 261,421 586,165 1,174,831
Profit (loss) for the year/period
attributable to:
Owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,318,133 1,774,566 286,100 608,479 1,186,325
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (3,789) (18,069) (21,523) (25,030)
2,318,133 1,770,777 268,031 586,956 1,161,295
Total comprehensive income (expense) for
the year/period attributable to:
Owners of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,325,934 1,766,788 279,470 607,667 1,199,897
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (3,789) (18,049) (21,502) (25,066)
2,325,934 1,762,999 261,421 586,165 1,174,831
Earnings per share 15
Basic (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.48 1.13 0.18 0.39 0.76
Diluted (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.48 1.13 0.18 0.39 0.76
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 416 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at December 31,
As at
September 30,
NOTES 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Non-current assets
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H111816 1,556,688 1,906,260 2,833,081 2,997,364
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 694,556 755,060 695,095 851,254
Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 1,086,614 1,086,614 1,086,614 1,086,614
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 362,059 379,826 310,026 244,654
Equity instrument at fair value through
other comprehensive income
(“FVTOCI”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 5,000 5,000
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 228,560 401,066 592,299 477,201
Prepayment for acquisition of property,
plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,982 2,858 219 –
3,930,459 4,531,684 5,522,334 5,662,087
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 12,405,401 13,207,043 13,580,021 14,862,446
Bills, trade and other receivables /H1118/H1118/H1118/H111823 7,426,804 11,140,847 10,658,402 9,981,203
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 1,211,732 1,567,004 725,299 851,841
Tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 209 53,998 95,689
Financial assets at fair value through
profit or loss (“FVTPL”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 301,105 60,016 432,278 1,116,918
Bills receivables at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H111826 1,246,961 917,790 785,988 740,770
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 214,758 128,389 106,183 151,712
Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 1,698,261 1,384,077 869,269 674,804
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 4,470,688 2,284,679 3,360,355 4,785,399
28,975,721 30,690,054 30,571,793 33,260,782
Current liabilities
Bills, trade and other payables /H1118/H1118/H1118/H1118/H1118/H111829 11,001,145 10,019,147 8,113,910 9,054,450
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 10,131,476 12,572,739 11,596,989 13,294,661
Tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118143,461 51,009 16,896 482
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 – 184,171 1,786,226 823,635
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 133,582 162,878 150,646 137,404
21,409,664 22,989,944 21,664,667 23,310,632
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,566,057 7,700,110 8,907,126 9,950,150
Total assets less current liabilities /H1118/H1118/H1118/H1118 11,496,516 12,231,794 14,429,460 15,612,237
Non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 – – 2,476,582 2,382,889
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 306,641 309,896 275,733 410,183
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 62,033 73,118 97,760 117,619
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 2,628 1,314 – –
371,302 384,328 2,850,075 2,910,691
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,125,214 11,847,466 11,579,385 12,701,546
Capital and reserves
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 1,566,163 1,566,163 1,566,163 1,566,163
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,559,051 10,282,175 10,031,369 11,177,046
Equity attributable to owners of the
Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,125,214 11,848,338 11,597,532 12,743,209
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (872) (18,147) (41,663)
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,125,214 11,847,466 11,579,385 12,701,546
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 417 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
As at December 31,
As at
September 30,
NOTES 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Non-current assets
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H111816 1,209,649 1,459,350 2,060,414 2,201,063
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 586,068 646,488 598,873 759,641
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 230,153 292,443 260,192 216,677
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 1,634,802 1,743,055 1,771,412 1,812,930
Equity instrument at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118 – – 5,000 5,000
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 151,232 303,631 480,125 362,421
3,811,904 4,444,967 5,176,016 5,357,732
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 10,535,653 9,699,395 11,274,844 10,529,519
Bills, trade and other receivables /H1118/H1118/H1118/H111823 7,264,101 12,295,192 12,247,354 11,560,520
Contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 981,903 1,293,023 539,900 667,618
Tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 49,494 68,036
Financial assets at FVTPL /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 200,553 – 382,266 916,918
Bills receivables at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H111826 994,558 723,888 497,515 422,921
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 103,319 106,804 95,299 151,712
Restricted bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 1,321,358 1,036,064 626,684 450,674
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 3,347,717 1,404,806 2,582,194 3,710,451
24,749,162 26,559,172 28,295,550 28,478,369
Current liabilities
Bills, trade and other payables /H1118/H1118/H1118/H1118/H1118/H111829 8,812,908 8,055,943 8,093,570 7,177,087
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 8,654,128 11,285,194 10,501,811 11,106,457
Tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118132,636 23,094 – –
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 – 184,171 1,433,226 823,635
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 123,718 155,539 149,596 137,433
17,723,390 19,703,941 20,178,203 19,244,612
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,025,772 6,855,231 8,117,347 9,233,757
Total assets less current liabilities /H1118/H1118/H1118/H1118 10,837,676 11,300,198 13,293,363 14,591,489
Non-current liabilities
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 – – 2,476,582 2,382,889
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 305,388 304,941 273,845 410,183
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 62,033 42,896 38,216 49,905
367,421 347,837 2,788,643 2,842,977
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,470,255 10,952,361 10,504,720 11,748,512
Capital and reserves
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 1,566,163 1,566,163 1,566,163 1,566,163
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,904,092 9,386,198 8,938,557 10,182,349
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,470,255 10,952,361 10,504,720 11,748,512
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 418 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to owners of the Company
Non-
controlling
interests Total
Share
capital
Share
premium
Treasury
shares
Other
reserves
Translation
reserve
Statutory
surplus
reserve
Retained
profits Subtotal
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note a) (Note b)
At January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,563,794 3,815,261 (9,439) 68,416 (3,001) 449,942 3,585,184 9,470,157 – 9,470,157
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– 2,318,133 2,318,133 – 2,318,133
Other comprehensive income for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 7,801 – – 7,801 – 7,801
Total comprehensive income for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 7,801 – 2,318,133 2,325,934 – 2,325,934
Recognition of equity-settled
share-based payments (note 36) /H1118/H1118/H1118 – – – 55,00 1––– 55,001 – 55,001
Exercise of shares/share options
(note 34) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,406 44,45 1––––– 46,857 – 46,857
Repurchase and cancelation of
restricted shares (note 34) /H1118/H1118/H1118/H1118/H1118/H1118(37) (259) 29 6–––––––
Treasury shares canceled under share
incentive plan (note 34) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 9,14 3–––– 9,143 – 9,143
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 215,251 (215,251) – – –
Dividends recognized as distribution
(note 14) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– (781,878) (781,878) – (781,878)
At December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,566,163 3,859,453 – 123,417 4,800 665,193 4,906,188 11,125,214 – 11,125,214
Profit (loss) for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– 1,774,566 1,774,566 (3,789) 1,770,777
Other comprehensive expense for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (7,778) – – (7,778) – (7,778)
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 419 ---
Attributable to owners of the Company
Non-
controlling
interests Total
Share
capital
Share
premium
Treasury
shares
Other
reserves
Translation
reserve
Statutory
surplus
reserve
Retained
profits Subtotal
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note a) (Note b)
Total comprehensive (expense) income
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (7,778) – 1,774,566 1,766,788 (3,789) 1,762,999
Recognition of equity-settled
share-based payments (note 36) /H1118/H1118/H1118 – – – 85,09 1––– 85,091 2,084 87,175
Contribution from non-controlling
interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 62,29 2––– 62,292 833 63,125
Repurchase of ordinary shares under
share incentive plans (note 35) /H1118/H1118/H1118/H1118 – – (350,017) –––– (350,017) – (350,017)
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 1 17,889 (117,889) – – –
Dividends recognized as distribution
(note 14) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– (841,030) (841,030) – (841,030)
At December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,566,163 3,859,453 (350,017) 270,800 (2,978) 783,082 5,721,835 11,848,338 (872) 11,847,466
Profit (loss) for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– 286,100 286,100 (18,069) 268,031
Other comprehensive (expense) income
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (6,630) – – (6,630) 20 (6,610)
Total comprehensive (expense) income
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (6,630) – 286,100 279,470 (18,049) 261,421
Recognition of equity-settled
share-based payments (note 36) /H1118/H1118/H1118 – – – 3,05 3––– 3,053 774 3,827
Repurchase of ordinary shares under
share incentive plans (note 35) /H1118/H1118/H1118 –– ( 2 ) –––– ( 2 ) – ( 2 )
Dividends recognised as distribution
(note 14) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– (533,327) (533,327) – (533,327)
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,566,163 3,859,453 (350,019) 273,853 (9,608) 783,082 5,474,608 11,597,532 (18,147) 11,579,385
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 420 ---
Attributable to owners of the Company
Non-
controlling
interests Total
Share
capital
Share
premium
Treasury
shares
Other
reserves
Translation
reserve
Statutory
surplus
reserve
Retained
profits Subtotal
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note a) (Note b)
Profit (loss) for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– 1,186,325 1,186,325 (25,030) 1,161,295
Other comprehensive income (expense)
for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 13,572 – – 13,572 (36) 13,536
Total comprehensive income (expense)
for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 13,572 – 1,186,325 1,199,897 (25,066) 1,174,831
Exercise of restricted shares (note 35) /H1118 – – 3,763 (2,111) – – – 1,652 – 1,652
Recognition of equity-settled
share-based payments (note 36) /H1118/H1118/H1118 – – – 31,20 9––– 31,209 1,550 32,759
Dividends recognized as distribution
(note 14) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– (87,081) (87,081) – (87,081)
At September 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,566,163 3,859,453 (346,256) 302,951 3,964 783,082 6,573,852 12,743,209 (41,663) 12,701,546
(Unaudited)
At January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,566,163 3,859,453 (350,017) 270,800 (2,978) 783,082 5,721,835 11,848,338 (872) 11,847,466
Profit (loss) for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– 608,479 608,479 (21,523) 586,956
Other comprehensive (expense) income
for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (812) – – (812) 21 (791)
Total comprehensive (expense) income
for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (812) – 608,479 607,667 (21,502) 586,165
Recognition of equity-settled
share-based payments (note 36) /H1118/H1118/H1118 – – – 30,10 9––– 30,109 493 30,602
Dividends recognized as distribution
(note 14) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––– (533,327) (533,327) – (533,327)
At September 30, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,566,163 3,859,453 (350,017) 300,909 (3,790) 783,082 5,796,987 11,952,787 (21,881) 11,930,906
APPENDIX I ACCOUNTANTS’ REPORT
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Notes:
(a) Other reserves consist of share-based payment reserve under the equity-settled share incentive plans and the difference between the carrying am ount of net assets of the
non-controlling interests in the Company’s subsidiaries and the contribution received from the non-controlling shareholders.
(b) In accordance with the Company Law of the People’s Republic of China (the “PRC”) and the Company’s Articles of Association, the Company is required to appropriate 10%
of profit after tax for the year to the statutory surplus reserve, and the Company can cease appropriation when the statutory surplus reserve has reach ed to more than 50% of
the registered capital. The statutory surplus reserve can be used to make up for the losses or increase the share capital after approval from the approp riate authorities. As at
December 31, 2023 and 2024 and September 30, 2025, the Company’s statutory surplus reserve has reached more than 50% of the registered capital and ceas ed appropriation.
APPENDIX I ACCOUNTANTS’ REPORT
– I-11 –


--- page 422 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
OPERATING ACTIVITIES
Profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,540,885 1,910,699 112,255 628,331 1,282,803
Adjustments for:
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,140 20,215 62,187 32,875 99,539
Interest income from bank balances /H1118/H1118/H1118/H1118/H1118/H1118(61,033) (61,253) (38,415) (26,342) (34,818)
Interest income from time deposits /H1118/H1118/H1118/H1118/H1118/H1118(11,520) (3,058) (3,371) (2,528) (1,592)
Net losses on disposals of property, plant
and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118470 17,988 4,444 6,102 4,052
Losses on write-off of other intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2 1 7–––
Write-off of development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,34 5–––
Net losses (gains) on termination of lease
arrangements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 854 749 749 (463)
Depreciation of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118146,485 181,796 208,413 146,546 186,455
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118158,856 188,451 151,875 116,260 118,486
Amortization of other intangible assets /H1118/H1118/H1118/H111842,059 86,580 112,992 73,800 85,836
Write-down of inventories, net of reversal /H1118/H1118 53,129 386,882 548,672 84,937 170,426
Impairment loss, net of reversal
– financial assets under expected credit
loss model /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118473,172 750,387 555,170 515,733 (215,695)
Decrease in goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,31 4––––
Net gains from changes in fair value of
financial assets measured at FVTPL /H1118/H1118/H1118/H1118(39,447) (8,593) (3,086) (1,474) (16,906)
Release of assets-related government grants /H1118 (7,637) (7,637) (7,637) (5,728) (5,453)
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,001 87,175 3,827 30,602 32,759
Foreign exchange difference /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(33,409) (19,320) (12,294) (21,077) (7,127)
Operating cash flow before movements in
working capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,338,465 3,538,728 1,695,781 1,578,786 1,698,302
Increase in inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,682,459) (1,188,524) (921,650) (185,760) (1,452,851)
(Increase) decrease in bills receivables at
FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(611,015) 329,171 131,802 376,830 45,218
(Increase) decrease in bills, trade and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,908,232) (4,483,334) (964,777) (826,036) 830,997
(Increase) decrease in contract assets /H1118/H1118/H1118/H1118/H1118(434,166) (373,971) 886,005 340,697 (133,202)
(Increase) decrease in restricted bank
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(299,329) 261,428 489,414 426,383 194,465
Increase (decrease) in bills, trade and other
payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,199,409 (1,078,831) (1,853,979) (3,377,329) 969,942
Increase (decrease) in contract liabilities /H1118/H1118/H11186,268,548 2,441,263 (975,750) (1,168,013) 1,697,672
Increase in deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,978 18,722 32,279 15,973 15,112
Cash generated from (used in) operations /H1118/H1118/H1118/H11181,887,199 (535,348) (1,480,875) (2,818,469) 3,865,655
Interest received from bank balances /H1118/H1118/H1118/H1118/H111861,033 61,253 38,415 26,342 34,818
Income taxes paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(254,274) (406,392) (124,673) (123,465) (65,225)
Net cash from (used in) operating activities /H1118/H11181,693,958 (880,487) (1,567,133) (2,915,592) 3,835,248
APPENDIX I ACCOUNTANTS’ REPORT
– I-12 –


--- page 423 ---
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
INVESTING ACTIVITIES
Purchases of property, plant and equipment /H1118 (786,241) (399,602) (829,284) (286,354) (374,777)
Purchases of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118(8,036) (13,962) (38,025) (33,835) (20,464)
Development costs paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(52,452) (94,805) (4,983) (4,985) –
Payments for right-for-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118(138,851) (42,338) – – –
Prepayment for acquisitions of property,
plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,228) (876) (219) 2,858 –
Proceeds on disposals of property, plant
and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 6 3–––
Purchases of financial assets at FVTPL /H1118/H1118/H1118(9,351,000) (2,590,000) (1,942,000) (910,000) (8,185,000)
Redemptions of financial assets at FVTPL /H1118/H111812,277,574 2,839,682 1,572,824 771,490 7,517,266
Placement of time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(88,037) (21,521) – – (151,525)
Withdrawal of time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118155,426 110,948 25,577 26,582 107,588
Investment in equity instrument at FVTOCI /H1118 – – (5,000) (5,000) –
Advance to related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (78) – – –
Repayment from related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– 7 8––
Receipt of asset-related government grants /H1118 –––– 10,200
Net cash from (used in) investing activities /H1118/H11182,007,156 (212,489) (1,221,032) (439,244) (1,096,712)
FINANCING ACTIVITIES
Dividend paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(781,878) (841,030) (533,327) (533,327) (87,081)
Exercise of restricted shares/share options /H1118/H1118 46,85 7––– 1,652
Repurchase of restricted shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(296) ––––
Repurchase of ordinary shares under share
incentive plans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (350,017) (2) – –
Proceeds from underecognized discounted
bills /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140,075 188,587 406,569 357,800 5,465
New bank loans raised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 4,467,937 3,268,652 1,120,000
Repayment of bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (300,442) – (2,095,410)
Interest paid on bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (35,534) (12,201) (90,325)
Contribution from non-controlling interests /H1118 – 63,12 5–––
Repayments of lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(191,007) (174,888) (139,094) (91,421) (152,974)
Interest paid of lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(19,533) (19,718) (18,553) (13,953) (13,291)
Issue costs paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (16,407)
Net cash (used in) from financing activities /H1118/H1118(805,782) (1,133,941) 3,847,554 2,975,550 (1,328,371)
Net increase (decrease) in cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,895,332 (2,226,917) 1,059,389 (379,286) 1,410,165
Cash and cash equivalents at the beginning of
the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,559,084 4,470,688 2,284,679 2,284,679 3,360,355
Effect of foreign exchange rate changes /H1118/H1118/H1118/H111816,272 40,908 16,287 20,286 14,879
Cash and cash equivalents at the end of the
year/period, represented by
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,470,688 2,284,679 3,360,355 1,925,679 4,785,399
APPENDIX I ACCOUNTANTS’ REPORT
– I-13 –


--- page 424 ---
NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. GENERAL INFORMATION
The Company was established and registered in the PRC on April 30, 2002, as a limited liability company. In
December 2011, the Company was converted into a joint stock company with limited liability under the Company
Law of the PRC. In May 2015, the Company’s domestic shares (the “A Shares”) were listed on the Shenzhen Stock
Exchange (stock code: 300450). The addresses of the Company’s registered office and the principal place of business
is disclosed in the section headed “Corporate Information” in the Prospectus.
The Group is principally engaged in the research and development, manufacturing and sales of advanced
intelligent equipment to address the customers’ customised manufacturing needs. The Group offers products and
solutions along a continuum ranging from stand-alone equipment to complete production lines across several sectors,
including lithium-ion battery intelligent equipment, photovoltaic intelligent equipment, intelligent logistics
equipment, 3C intelligent equipment and etc.
The Historical Financial Information is presented in Renminbi (“RMB”), which is also the functional currency
of the Company.
2. BASIS OF PREPARATION OF HISTORICAL FINANCIAL INFORMATION
The Historical Financial Information has been prepared in accordance with the accounting policies set out in
note 4 which conform with IFRS Accounting Standards.
The statutory financial statements of the Company for the years ended December 31, 2022, 2023 and 2024
were prepared in accordance with the Accounting Standards for Business Enterprises issued by the Ministry of
Finance of the PRC and were audited byה(౷ஷΥྫ), certified public accountants registered
in the PRC.
3. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS
For the purpose of preparing and presenting the Historical Financial Information for the Track Record Period,
the Group has consistently applied IFRS Accounting Standards, which are effective for the accounting period
beginning on January 1, 2025 throughout the Track Record Period.
New and amendments to IFRS Accounting Standards in issue but not yet effective
At the date of this report, the following new and amendments to IFRS Accounting Standards have been issued
but are not yet effective:
Amendments to IAS 21 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Translation to a Hyperinflationary Presentation
Currency
3
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Amendments to the Classification and Measurement
of Financial Instruments 2
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Contracts Referencing Nature — dependent
Electricity 2
Amendments to IFRS 10 and IAS 28 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Sale or Contribution of Assets between an Investor
and its Associate or Joint V enture 1
Amendments to IFRS Accounting Standards /H1118/H1118/H1118/H1118/H1118Annual Improvements to IFRS Accounting
Standards — V olume 11 2
IFRS 18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Presentation and Disclosure in Financial
Statements 3
1 Effective for annual periods beginning on or after a date to be determined
2 Effective for annual periods beginning on or after January 1, 2026
3 Effective for annual periods beginning on or after January 1, 2027
APPENDIX I ACCOUNTANTS’ REPORT
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Except for the new IFRS Accounting Standard mentioned below, the directors of the Company anticipate that
the application of all other amendments to IFRS Accounting Standards will have no material impact on the
consolidated financial statements in the foreseeable future.
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 Presentation and Disclosure in Financial Statements , which sets out requirements on presentation and
disclosures in financial statements, will replace IAS 1 Presentation of Financial Statements . This new IFRS
Accounting Standard, while carrying forward many of the requirements in IAS 1, introduces new requirements to
present specified categories and defined subtotals in the statement of profit or loss; provide disclosures on
management-defined performance measures in the notes to the financial statements and improve aggregation and
disaggregation of information to be disclosed in the financial statements. In addition, some IAS 1 paragraphs have
been moved to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (the title of which will be
changed to Basis of Preparation of Financial Statements upon effective of IFRS 18) and IFRS 7. Minor amendments
to IAS 7 Statement of Cash Flows and IAS 33 Earnings per Share are also made.
The application of IFRS 18 is not expected to have significant impact on the financial performance and
positions of the Group in terms of recognition and measurement. However, it is expected to affect the structure and
presentation of the consolidated statement of profit or loss and other comprehensive income.
4. MATERIAL ACCOUNTING POLICY INFORMATION
The Historical Financial Information has been prepared in accordance with the following accounting policies
which conform with IFRS Accounting Standards issued by the IASB. For the purpose of preparation of the Historical
Financial Information, information is considered material if such information is reasonably expected to influence
decisions made by primary users. In addition, the Historical Financial Information includes applicable disclosures
required by the Rules Governing the Listing of Securities on the Stock Exchange.
Basis of consolidation
The Historical Financial Information incorporates the financial statements of the Company and its subsidiaries.
Control is achieved when the Company:
 has power over the investee;
 is exposed, or has rights, to variable returns from its involvement with the investee; and
 has the ability to use its power to affect its returns.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the
Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of
during the Track Record Period are included in the consolidated statement of profit or loss and other comprehensive
income from the date the Group gains control until the date when the Group ceases to control the subsidiary.
Profit or loss and each item of other comprehensive income are attributed to the owners of the Company and
to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the
Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit
balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting
policies into line with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between
members of the Group are eliminated in full on consolidation.
Non-controlling interests in subsidiaries are presented separately from the Group’s equity therein, which
represent present ownership interests entitling their holders to a proportionate share of net assets of the relevant
subsidiaries upon liquidation.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 426 ---
Changes in the Group’s interests in existing subsidiaries
Changes in the Group’s interests in subsidiaries that do not result in the Group losing control over the
subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s relevant components of
equity and the non-controlling interests are adjusted to reflect the changes in their relative interests in the
subsidiaries, including re-attribution of relevant reserves between the Group and the non-controlling interests
according to the Group’s and the non-controlling interests’ proportionate interests.
Any difference between the amount by which the non-controlling interests are adjusted, and the fair value of
the consideration paid or received is recognized directly in equity and attributed to owners of the Company.
Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of
the business less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or
group of cash-generating units) that is expected to benefit from the synergies of the combination, which represent the
lowest level at which the goodwill is monitored for internal management purposes and not larger than an operating
segment.
A cash-generating unit (or group of cash-generating units) to which goodwill has been allocated is tested for
impairment annually or more frequently when there is indication that the unit may be impaired. For goodwill arising
on an acquisition in a reporting period, the cash-generating unit (or group of cash-generating units) to which goodwill
has been allocated is tested for impairment before the end of that reporting period. If the recoverable amount is less
than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill and
then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit (or group of
cash-generating units).
Investments in subsidiaries
Investments in subsidiaries are included in the statements of financial position of the Company at cost less any
identified impairment loss, if any.
Revenue from contracts with customers
Information about the Group’s accounting policies relating to revenue form contracts with customers is
provided in notes 6, 24 and 30.
Leases
The Group assesses whether a contract is or contains a lease based on the definition under IFRS 16 Leases at
inception of the contract. Such contract will not be reassessed unless the terms and conditions of the contract are
subsequently changed.
The Group as a lessee
Allocation of consideration to components of a contract
For a contract that contains a lease component and one or more additional lease or non-lease components, the
Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone
price of the lease component and the aggregate stand-alone price of the non-lease components.
Non-lease components are separated from lease component and are accounted for by applying other applicable
standards.
APPENDIX I ACCOUNTANTS’ REPORT
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Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to leases of staff apartments and containers 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 electronic equipment that are considered
to be of low value. Lease payments on short-term leases and leases of low-value assets are recognized as expense
on a straight-line basis or another systematic basis over the lease term.
Right-of-use assets
The cost of right-of-use assets includes:
 the amount of the initial measurement of the lease liability; and
 any lease payments made at or before the commencement date.
Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and
adjusted for any remeasurement of lease liabilities.
Right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the
lease term.
The Group presents right-of-use assets as a separate line item on the consolidated statements of financial
position.
Lease liabilities
At the commencement date of a lease, the Group recognizes and measures the lease liability at the present
value of lease payments that are unpaid at that date. In calculating the present value of lease payments, the Group
uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not
readily determinable.
The lease payments include fixed payments (including in-substance fixed payments).
After the commencement date, lease liabilities are adjusted by interest accretion and lease payments.
The Group remeasures lease liabilities (and makes a corresponding adjustment to the related right-of-use
assets) when the lease term has changed by discounting the revised lease payments using a revised discount rate at
the date of reassessment.
The Group presents lease liabilities as a separate line item on the consolidated statement of financial position.
Lease modifications
The Group accounts for a lease modification as a separate lease if:
 the modification increases the scope of the lease by adding the right to use one or more underlying
assets; and
 the consideration for the leases increases by an amount commensurate with the stand-alone price for the
increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances
of the particular contract.
For a lease modification that is not accounted for as a separate lease, the Group remeasures the lease liability,
based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate
at the effective date of the modification.
The Group accounts for the remeasurement of lease liabilities by making corresponding adjustments to the
relevant right-of-use assets.
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When the modified contract contains a lease component and one or more additional lease or non-lease
components, the Group allocates the consideration in the modified contract to each lease component on the basis of
the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease
components.
Foreign currencies
In preparing the financial statements of each individual group entity, transactions in currencies other than the
functional currency of that entity (foreign currencies) are recognized at the rates of exchanges prevailing on the dates
of the transactions. At the end of the reporting period, monetary items denominated in foreign currencies are
retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in
a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items,
are recognized in profit or loss in the period in which they arise.
For the purposes of presenting the Historical Financial Information, the assets and liabilities of the Group’s
operations are translated into the presentation currency of the Group (i.e. RMB) using exchange rates prevailing at
the end of each reporting period. Income and expenses items are translated at the average exchange rates for the
period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date
of transactions are used. Exchange differences arising, if any, are recognized in other comprehensive income and
accumulated in equity under the heading of translation reserves (attributed to non-controlling interests as
appropriate).
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which
are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to
the cost of those assets until such time as the assets are substantially ready for their intended use or sale.
Any specific borrowing that remain outstanding after the related asset is ready for its intended use or sale is
included in the general borrowing pool for calculation of capitalization rate on general borrowings. Investment
income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is
deducted from the borrowing costs eligible for capitalization.
All other borrowing costs are recognized in profit or loss in the period in which they are incurred.
Government grants
Government grants are not recognized until there is reasonable assurance that the Group will comply with the
conditions attaching to them and that the grants will be received.
Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group
recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government
grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets
are recognized as deferred income in the consolidated statement of financial position and transferred to profit or loss
on a systematic and rational basis over the useful lives of the related assets.
Government grants related to income that are receivable as compensation for expenses or losses already
incurred or for the purpose of giving immediate financial support to the Group with no future related costs are
recognized in profit or loss in the period in which they become receivable. Such grants are presented under “other
income”.
Employee benefits
Retirement benefit costs
Payments to state-managed retirement benefit schemes in the PRC are recognized as an expense when
employees have rendered service entitling them to the contributions.
APPENDIX I ACCOUNTANTS’ REPORT
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Short-term employee benefits
Short-term employee benefits are recognized at the undiscounted amount of the benefits expected to be paid
as and when employees rendered the services. All short-term employee benefits are recognized as an expense unless
another IFRS requires or permits the inclusion of the benefit in the cost of an asset.
A liability is recognized for benefits accruing to employees (such as wages and salaries) after deducting any
amount already paid.
Share-based payments
Equity-settled share-based payments transactions
Shares/Share options granted to employees
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at
the grant date.
The fair value of the equity-settled share-based payments determined at the grant date without taking into
consideration all non-market vesting conditions is expensed on a straight-line basis over the vesting period, based on
the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity (other
reserves). At the end of each reporting period, the Group revises its estimate of the number of equity instruments
expected to vest based on assessment of all relevant non-market vesting conditions. The impact of the revision of the
original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate,
with a corresponding adjustment to other reserves.
When share options are exercised, the amount previously recognized in other reserves will continue to be held
in other reserves. When the share options are forfeited after the vesting date or are still not exercised at the expiry
date, the amount previously recognized in other reserves will continue to be held in other reserves.
When shares granted are vested, the amount previously recognized in other reserves will continue to be held
in other reserves.
Taxation
Income tax expense represents the sum of current and deferred income tax expense.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’
because of income and expense that are taxable or deductible in other years and items that are never taxable or
deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively
enacted by the end of the reporting period.
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in
the Historical Financial Information and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are
generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will
be available against which those deductible temporary differences can be utilized. Such deferred tax assets and
liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business
combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit
and at the time of the transaction does not give rise to equal taxable and deductible temporary differences. In addition,
deferred tax liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in
subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that
the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible
temporary differences associated with such investments and interests are only recognized to the extent that it is
probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences
and they are expected to reverse in the foreseeable future.
APPENDIX I ACCOUNTANTS’ REPORT
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The carrying amount of deferred tax assets is reviewed at the end of the reporting period and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to
be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which
the liability is settled or the asset is realized, based on tax rate (and tax laws) that have been enacted or substantively
enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from
the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount
of its assets and liabilities.
For the purposes of measuring deferred tax for leasing transactions in which the Group recognizes the
right-of-use assets and the related lease liabilities, the Group first determines whether the tax deductions are
attributable to the right-of-use assets or the lease liabilities.
For leasing transactions in which the tax deductions are attributable to the lease liabilities, the Group applies
IAS 12 Income Taxes requirements to the lease liabilities and the related assets separately. The Group recognizes a
deferred tax asset related to lease liabilities to the extent that it is probable that taxable profit will be available against
which the deductible temporary difference can be utilized and a deferred tax liability for all taxable temporary
differences.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied to the same taxable entity by the same
taxation authority.
Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized
in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized
in other comprehensive income or directly in equity respectively.
Property, plant and equipment
Property, plant and equipment are tangible assets that are held for use in the production or supply of goods or
services, or for administrative purposes (other than freehold lands and construction in progress as described below).
Property, plant and equipment are stated in the consolidated statements of financial position at cost less subsequent
accumulated depreciation and subsequent accumulated impairment losses, if any.
Freehold lands are not depreciated and are measured at cost less subsequent accumulated impairment losses.
Property, plant and equipment in the course of construction for production, supply or administrative purposes
are carried at cost, less any recognized impairment loss. Costs include any costs directly attributable to bringing the
asset to the location and condition necessary for it to be capable of operating in the manner intended by management,
including costs of testing whether the related assets is functioning properly and, for qualifying assets, in accordance
with the Group’s accounting policy. Depreciation of these assets, on the same basis as other property assets,
commences when the assets are ready for their intended use.
Depreciation is recognized so as to write off the cost of assets other than freehold land and construction in
progress less their residual values over their estimated useful lives, using the straight-line method. The estimated
useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect
of any changes in estimate accounted for on a prospective basis.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits
are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of
an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognized in profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
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Intangible assets
Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are carried at costs less accumulated
amortization and any accumulated impairment losses. Amortization for intangible assets with finite useful lives is
recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization
method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted
for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost
less any subsequent accumulated impairment losses.
Internally-generated other intangible assets — research and development expenditure
Expenditure on research activities is recognized as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from development activities (or from the development phase
of an internal project) is recognized if, and only if, all of the following have been demonstrated:
 the technical feasibility of completing the intangible asset so that it will be available for use or sale;
 the intention to complete the intangible asset and use or sell it;
 the ability to use or sell the intangible asset;
 how the intangible asset will generate probable future economic benefits;
 the availability of adequate technical, financial and other resources to complete the development and to
use or sell the intangible asset; and
 the ability to measure reliably the expenditure attributable to the intangible asset during its
development.
The amount initially recognized for internally-generated intangible asset is the sum of the expenditure incurred
from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-
generated intangible asset can be recognized, development expenditure is recognized in profit or loss in the period
in which it is incurred.
Development stage begins after the platform design verification test has been passed, prototypes and samples
have been tested and test reports have been generated. Development costs at this stage are recognized as assets when
the above six criteria are met.
Development expenditures not satisfying the above criteria are recognized in the profit or loss as incurred.
Capitalized development costs are amortized using the straight-line method over their estimated useful lives.
Amortization shall begin when the assets are available for use.
An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use
or disposal. Gains and losses arising from derecognition of an intangible asset, measured as the difference between
the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is
derecognized.
Impairment on property, plant and equipment, right-of-use assets and intangible assets other than goodwill
At the end of the reporting period, the Group reviews the carrying amounts of property, plant and equipment,
right-of-use assets and intangible assets with finite useful lives to determine whether there is any indication that these
assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the relevant asset
is estimated in order to determine the extent of the impairment loss (if any). Intangible assets not yet available for
use are not subject to amortization and are tested annually for impairment, or more frequently if events or changes
in circumstances indicate that they might be impaired.
APPENDIX I ACCOUNTANTS’ REPORT
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The recoverable amount of property, plant and equipment, right-of-use assets and intangible assets are
estimated individually. When it is not possible to estimate the recoverable amount individually, the Group estimates
the recoverable amount of the cash-generating unit (the “CGU”) to which the asset belongs.
In testing a CGU for impairment, corporate assets are allocated to the relevant CGU when a reasonable and
consistent basis of allocation can be established, or otherwise they are allocated to the smallest group of cash
generating units for which a reasonable and consistent allocation basis can be established. The recoverable amount
is determined for the CGU or group of CGUs to which the corporate asset belongs, and is compared with the carrying
amount of the relevant CGU or group of CGUs.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in
use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset (or a CGU) for which the
estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or a CGU) is estimated to be less than its carrying amount, the carrying
amount of the asset (or a CGU) is reduced to its recoverable amount. For corporate assets or portion of corporate
assets which cannot be allocated on a reasonable and consistent basis to a CGU, the Group compares the carrying
amount of a group of cash-generating units, including the carrying amounts of the corporate assets or portion of
corporate assets allocated to that group of CGUs, with the recoverable amount of the group of cash-generating units.
In allocating the impairment loss, the impairment loss is allocated first to reduce the carrying amount of any goodwill
(if applicable) and then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit
or the group of CGUs. The carrying amount of an asset is not reduced below the highest of its fair value less costs
of disposal (if measurable), its value in use (if determinable) and zero. The amount of the impairment loss that would
otherwise have been allocated to the asset is allocated pro rata to the other assets of the unit or the group of CGUs.
An impairment loss is recognized immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU or the group of
CGUs) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had no impairment loss been recognized for the
asset (or a CGU or the group of CGUs) in prior years. A reversal of an impairment loss is recognized immediately
in profit or loss.
Cash and cash equivalents
Cash and cash equivalents presented on the consolidated statement of financial position include:
(a) cash, which comprises of cash on hand and demand deposits, excluding bank balances that are subject
to regulatory restrictions that result in such balances no longer meeting the definition of cash; and
(b) cash equivalents, which comprises of short-term (generally with original maturity of three months or
less), highly liquid investments that are readily convertible to a known amount of cash and which are
subject to an insignificant risk of changes in value. Cash equivalents are held for the purpose of meeting
short-term cash commitments rather than for investment or other purposes.
Inventories
Inventories are stated at the lower of cost and net realizable value. Costs of inventories are determined on a
weighted average method. Net realizable value represents the estimated selling price for inventories less all estimated
costs of completion and costs necessary to make the sale. Costs necessary to make the sale include incremental costs
directly attributable to the sale and non-incremental costs which the Group must incur to make the sale.
Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that the Group will be required to settle that obligation, and a reliable estimate can be made of
the amount of the obligation.
APPENDIX I ACCOUNTANTS’ REPORT
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The amount recognized as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying
amount is the present value of those cash flows (when the effect of the time value of money is material).
Provisions for the expected cost of assurance-type warranty obligations under the relevant contracts with
customers for sales of equipments are recognized at the date of sale of the relevant products, at the directors’ best
estimate of the expenditure required to settle the Group’s obligation.
Financial instruments
Financial assets and financial liabilities are recognized when an entity becomes a party to the contractual
provisions of the instrument. All regular way purchases or sales of financial assets are recognized and derecognized
on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery
of assets within the time frame established by regulation or convention in the market place.
Financial assets and financial liabilities are initially measured at fair value except for trade receivables arising
from contracts with customers which are initially measured in accordance with IFRS 15 Revenue from Contracts with
Customers . Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial
liabilities (other than for financial assets at FVTPL) are added to or deducted from the fair value of the financial
assets, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial
assets at FVTPL are recognized immediately in profit or loss.
The effective interest method is a method of calculating the amortized cost of a financial asset or financial
liability and of allocating interest income and interest expense over the relevant period. The effective interest rate
is the rate that exactly discounts estimated future cash receipts and payments (including all fees and points paid or
received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts)
through the expected life of the financial asset or financial liability, or, where appropriate, a shorter period, to the
net carrying amount on initial recognition.
Financial assets
Classification and subsequent measurement of financial assets
Financial assets that meet the following conditions are subsequently measured at amortized cost:
 the financial asset is held within a business model whose objective is to collect contractual cash flows;
and
 the contractual terms give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
Financial assets that meet the following conditions are subsequently measured at FVTOCI:
 the financial asset is held within a business model whose objective is achieved by both collecting
contractual cash flows and selling the financial assets; and
 the contractual terms give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
All other financial assets are subsequently measured at FVTPL, except that at initial recognition of a financial
asset the Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other
comprehensive income if that equity investment is neither held for trading nor contingent consideration recognized
by an acquirer in a business combination to which IFRS 3 Business Combinations applies.
(i) Amortized cost and interest income
Interest income is recognized using the effective interest method for financial assets measured
subsequently at amortized cost. Interest income is calculated by applying the effective interest rate to the gross
carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired
(see below). For financial assets that have subsequently become credit-impaired, interest income is recognized
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 434 ---
by applying the effective interest rate to the amortized cost of the financial asset from the next reporting
period. If the credit risk on the credit- impaired financial instrument improves so that the financial asset is no
longer credit-impaired, interest income is recognized by applying the effective interest rate to the gross
carrying amount of the financial asset from the beginning of the reporting period following the determination
that the asset is no longer credit impaired.
(ii) Bills receivables classified as at FVTOCI
Subsequent changes in the carrying amounts for bills receivables classified as at FVTOCI as a result of
interest income calculated using the effective interest method are recognized in profit or loss. All other changes
in the carrying amount of these bills receivables are recognized in other comprehensive income and
accumulated under the heading of other FVTOCI reserve. Impairment allowances are recognized in profit or
loss with corresponding adjustment to other comprehensive income without reducing the carrying amounts of
these receivables. When these bills receivables are derecognized, the cumulative gains or losses previously
recognized in other comprehensive income are reclassified to profit or loss.
(iii) Equity instruments designated as at FVTOCI
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and
losses arising from changes in fair value recognised in other comprehensive income and accumulated in the
FVTOCI reserve; and are not subject to impairment assessment. The cumulative gain or loss will not be
reclassified to profit or loss on disposal of the equity investments, and will be transferred to retained profits.
(iv) Financial assets at FVTPL
Financial assets that do not meet the criteria for being measured at amortized cost or FVTOCI or
designated as FVTOCI are measured at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair
value gains or losses recognized in profit or loss. The net gain or loss recognized in profit or loss excludes any
dividend earned on the financial asset and is included in the “other gains and losses” line item.
Impairment of financial assets subject to impairment assessment under IFRS 9
The Group performs impairment assessment under expected credit loss (“ECL”) model on financial assets
(including bills, trade and other receivables, bills receivables at FVTOCI, time deposits, restricted bank deposits and
cash and cash equivalents) and other items (contract assets) which are subject to impairment assessment under IFRS
9 Financial Instruments . The amount of ECL is updated at the reporting date to reflect changes in credit risk since
initial recognition.
Lifetime ECL represents the ECL that will result from all possible default events over the expected life of the
relevant instrument. In contrast, 12-month ECL (“12m ECL”) represents the portion of lifetime ECL that is expected
to result from default events that are possible within 12 months after the reporting date. Assessment are done based
on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic
conditions and an assessment of both the current conditions at the reporting date as well as the forecast of future
conditions.
The Group always recognizes lifetime ECL for trade receivables and contract assets.
For all other instruments, the Group measures the loss allowance equal to 12m ECL, unless when there has
been a significant increase in credit risk since initial recognition, in which case the Group recognizes lifetime ECL.
The assessment of whether lifetime ECL should be recognized is based on significant increases in the likelihood or
risk of a default occurring since initial recognition.
(i) Significant increase in credit risk
In assessing whether the credit risk has increased significantly since initial recognition, the Group
compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of
a default occurring on the financial instrument as at the date of initial recognition. In making this assessment,
the Group considers both quantitative and qualitative information that is reasonable and supportable, including
historical experience and forward-looking information that is available without undue cost or effort.
APPENDIX I ACCOUNTANTS’ REPORT
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In particular, the following information is taken into account when assessing whether credit risk has
increased significantly:
 an actual or expected significant deterioration in the financial instrument’s internal credit rating;
 significant deterioration in external market indicators of credit risk;
 existing or forecast adverse changes in business, financial or economic conditions that are
expected to cause a significant decrease in the debtor’s ability to meet its debt obligations;
 an actual or expected significant deterioration in the operating results of the debtor; or
 an actual or expected significant adverse change in the regulatory, economic, or technological
environment of the debtor that results in a significant decrease in the debtor’s ability to meet its
debt obligations.
Irrespective of the outcome of the above assessment, the Group presumes that the credit risk has
increased significantly since initial recognition when contractual payments are more than 30 days past due,
unless the Group has reasonable and supportable information that demonstrates otherwise.
The Group regularly monitors the effectiveness of the criteria used to identify whether there has been
a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of
identifying significant increase in credit risk before the amount becomes past due.
(ii) Definition of default
For internal credit risk management, the Group considers an event of default occurs when information
developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors,
including the Group, in full (without taking into account any collaterals held by the Group).
Irrespective of the above, the Group considers that default has occurred when a financial asset is more
than 90 days past due unless the Group has reasonable and supportable information to demonstrate that a more
lagging default criterion is more appropriate.
(iii) Credit-impaired financial assets
A financial asset is credit-impaired when one or more events of default that have a detrimental impact
on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is
credit-impaired includes observable data about the following events:
 significant financial difficulty of the issuer or the borrower;
 a breach of contract, such as a default or past due event;
 the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s
financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not
otherwise consider; or
 it is becoming probable that the borrower will enter bankruptcy or other financial reorganization.
(iv) Write-off policy
The Group writes off a financial asset when there is information indicating that the counterparty is in
severe financial difficulty and there is no realistic prospect of recovery, for example, when the counterparty
has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may
still be subject to enforcement activities under the Group’s recovery procedures, taking into account legal
advice where appropriate. A write-off constitutes a derecognition event. Any subsequent recoveries are
recognized in profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
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(v) Measurement and recognition of ECL
The measurement of ECL is a function of the probability of default, loss given default (i.e. the
magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of
default and loss given default is based on historical data and forward-looking information. Estimation of ECL
reflects an unbiased and probability-weighted amount that is determined with the respective risks of default
occurring as the weights. The Group uses a practical expedient in estimating ECL on trade receivables and
contract assets using a provision matrix taking into consideration historical credit loss experience and forward
looking information that is available without undue cost or effort.
Generally, the ECL is the difference between all contractual cash flows that are due to the Group in
accordance with the contract and the cash flows that the Group expects to receive, discounted at the effective
interest rate determined at initial recognition.
Lifetime ECL for certain trade receivables/contract assets are considered on a collective basis taking
into consideration past due information and relevant credit information such as forward looking
macroeconomic information.
For collective assessment, the Group takes into consideration of the aging when formulating the
grouping.
The grouping is regularly reviewed by management to ensure the constituents of each group continue
to share similar credit risk characteristics.
Interest income is calculated based on the gross carrying amount of the financial asset unless the
financial asset is credit-impaired, in which case interest income is calculated based on amortized cost of the
financial asset.
Except for bills receivables that are measured at FVTOCI, the Group recognizes an impairment loss in
profit or loss for all financial instruments by adjusting their carrying amount, with the exception of bills, trade
and other receivables and contract assets where the corresponding adjustment is recognized through a loss
allowance account. For bills receivables that are measured at FVTOCI, the loss allowance is recognized in
other comprehensive income and accumulated in the FVTOCI reserve without reducing the carrying amount
of these receivables. Such amount represents the changes in the FVTOCI reserve in relation to accumulated
loss allowance.
Foreign exchange gains and losses
The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign
currency and translated at the spot rate at the end of each reporting period.
Specifically, for financial assets measured at amortized cost that are not part of a designated hedging
relationship, exchange differences are recognized in profit or loss in the ‘Other gains and losses’ line item (note 8)
as part of the net foreign exchange gains.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset
expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset
to another entity. If the Group retains substantially all the risks and rewards of ownership of a transferred asset, the
Group continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds
received.
On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying
amount and the sum of the consideration received and receivable is recognized in profit or loss.
On derecognition of an investment in bills receivables classified as at FVTOCI, the cumulative gain or loss
previously accumulated in the FVTOCI reserve is reclassified to profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
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Financial liabilities and equity
Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the
substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting
all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct
issue costs.
Repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain
or loss is recognized in profit or loss on the purchase, sale, issue or cancelation of the Company’s own equity
instruments.
Financial liabilities at amortized cost
All financial liabilities held by the Group (including bills, trade and other payables and borrowings), are
subsequently measured at amortized cost, using the effective interest method.
Foreign exchange gains and losses
For financial liabilities that are denominated in a foreign currency and are measured at amortized cost at the
end of each reporting period, the foreign exchange gains and losses are determined based on the amortized cost of
the instruments. These foreign exchange gains and losses are recognized in the ‘Other gains and losses’ line item in
profit or loss (note 8) as part of net foreign exchange gains for financial liabilities that are not part of a designated
hedging relationship.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged,
canceled or have expired. The difference between the carrying amount of the financial liability derecognized and the
consideration paid and payable, is recognized in profit or loss.
5. KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, which are described in note 4, the directors of the
Company are required to make estimates and assumptions about the carrying amounts of assets and liabilities that
are not readily apparent from other sources. The estimates and underlying assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting
estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in
the period of the revision and future periods if the revision affects both current and future periods.
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty
at the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts
of assets within the next financial year.
Estimated impairment of goodwill
Determining whether goodwill is impaired requires an estimation of the recoverable amount of the CGU (or
group of CGUs) to which goodwill has been allocated, which is the higher of the value in use or fair value less costs
of disposal. The value in use calculation requires the Group to estimate the future cash flows expected to arise from
the CGU (or a group of CGUs) and a suitable discount rate in order to calculate the present value. Where the actual
future cash flows are less than expected, or change in facts and circumstances which results in downward revision
of future cash flows or upward revision of discount rate, a material impairment loss or further impairment loss may
arise.
APPENDIX I ACCOUNTANTS’ REPORT
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As at December 31, 2022, 2023 and 2024 and September 30, 2025, the carrying amount of goodwill for each
reporting period is RMB1,086,614,000. Details of the recoverable amount calculation are disclosed in note 18.
Provision of ECL for trade receivables and contract assets
Trade receivables and contract assets relating to debtors with known financial difficulties or significant doubt
on collection are assessed individually for impairment. In addition, the Group uses practical expedient in estimating
ECL on trade receivables and contract assets, which are not assessed individually using a provision matrix. The
provision rates are based on aging analysis for grouping of debtors that have similar loss patterns taking into
consideration the historical default rates and forward-looking information that is reasonable and supportable
available without undue costs or effort. At every reporting date, the historical observed default rates are reassessed
and changes in the forward-looking information are considered.
The provision of ECL is sensitive to changes in estimates. The information about the ECL and the Group’s and
the Company’s trade receivables and contract assets are disclosed in notes 23, 24 and 40.
Write-down of inventories based on the lower of cost and net realizable value
The Group reviews the conditions of inventories and makes provision for obsolete and slow-moving inventory
items by using the lower of cost and net realizable value. Net realizable value of inventories is the estimated selling
price in the ordinary course of business, less estimated cost to be incurred to completion and sale. These estimates
are based on the current market condition and the historical experience of selling products of a similar nature. The
management reassesses these estimates at the end of the reporting period.
As at December 31, 2022, 2023 and 2024 and September 30, 2025, the carrying amount of inventories is
RMB12,405,401,000, RMB13,207,043,000 and RMB13,580,021,000 and RMB14,862,446,000, net of accumulated
inventory provision of RMB152,222,000, RMB539,104,000, RMB933,698,000 and RMB692,086,000. The amounts
of write-down of inventories during the Track Record Period are set out in note 12.
6. REVENUE AND SEGMENT INFORMATION
Disaggregation of revenue from contracts with customers
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Types of goods or services
Sales of intelligent equipment
– Lithium-ion battery intelligent equipment /H1118/H1118/H1118/H11189,944,385 12,641,783 7,688,549 6,268,424 6,948,973
– Photovoltaic intelligent equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118463,490 1,028,274 866,993 564,356 964,308
– 3C Intelligent equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118605,836 698,450 688,767 373,134 134,998
– Intelligent logistics equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,694,501 1,431,001 1,867,332 1,503,826 921,037
– Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,127,919 683,833 661,709 328,668 1,418,224
13,836,131 16,483,341 11,773,350 9,038,408 10,387,540
Timing of revenue recognition
A point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,836,131 16,483,341 11,773,350 9,038,408 10,387,540
Geographical markets (Note)
Mainland China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,640,761 14,241,778 8,942,013 6,838,597 8,372,229
Overseas /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,195,370 2,241,563 2,831,337 2,199,811 2,015,311
13,836,131 16,483,341 11,773,350 9,038,408 10,387,540
Note: Information about the Group’s revenue from external customers is presented based on the locations of the
customers.
APPENDIX I ACCOUNTANTS’ REPORT
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Performance obligations for contracts with customers and revenue recognition policies
Sales of intelligent equipment
Each of the equipment involves a comprehensive process, including design, manufacture, delivery, installation
and commissioning of customised products to the customers. Given that customers cannot benefits from part of the
process, each of the equipment is accounted for as a single performance obligation. Revenue from sales of intelligent
equipment is generally recognized upon the receipt of customer acceptance. Such acceptance is formally
acknowledged through a signed document verifying that the equipment meets the specified requirements and is fully
operational to the customer’s satisfaction, which representing the customer has the ability to direct the use of the
equipment and obtain substantially all of the remaining benefits of the equipment.
Typically, upon signing of a sales contract, the customer is obligated to remit a deposit of approximately 30%
of the total contract amount. When the equipment is prepared for shipment, the customer is required to settle
approximately 30% of the total contract amount. Subsequently, upon the completion of installation and
commissioning of the equipment, and upon receipt of the customer’s signed acceptance confirmation, the customer
is obliged to pay an additional approximately 30% of the total contract amount. Finally, approximately 10% of the
contract amount is withheld by the customers and is released upon the fulfillment of a one year’s retention period.
The services to be provided during the retention period is considered as an assurance-type warranty in order to ensure
the equipment will be operational as needed and is accounted for in accordance with IAS 37 Provisions, Contingent
Liabilities and Contingent Assets .
Contract liabilities are recognized when the advance payments are received but revenue has yet been
recognized. Retention receivables are classified as contract assets and are transferred to trade receivables when the
rights become unconditional.
Transaction price allocated to the remaining performance obligation for contracts with customers
The Group applies the practical expedient of not disclosing the transaction price allocated to performance
obligations that were unsatisfied as the Group’s contract has an original expected duration of less than one year.
Segment information
Information reported to the chief executive officer and executive directors of the Company, being the chief
operating decision maker (“CODM”), for the purposes of resources allocation and performance assessment focused
on geographical locations of the production bases. The Group has identified the following two reportable segments:
 Lead Intelligence: its production bases are located in Wuxi, Jiangsu Province; design, manufacture and
sales of front and middle of the manufacturing processes of lithium-ion battery intelligent equipment,
photovoltaic intelligent equipment, 3C intelligent equipment, and other equipment; and
 Titan New Power: its production bases are located in Zhuhai, Guangdong Province; design, manufacture
and sales of back-end of the manufacturing processes of lithium-ion battery intelligent equipment and
intelligent logistics equipment.
APPENDIX I ACCOUNTANTS’ REPORT
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Segment revenues and results
The following is an analysis of the Group’s revenue and results by reportable segments:
Lead
Intelligence
Titan
New Power Elimination Total
RMB’000 RMB’000 RMB’000 RMB’000
For the year ended December 31, 2022
Segment revenue
External sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,258,879 2,577,252 – 13,836,131
Inter-segment sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118474,069 285,341 (759,410) –
Segment revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,732,948 2,862,593 (759,410) 13,836,131
Segment profit (loss) before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,245,362 299,444 (3,921) 2,540,885
For the year ended December 31, 2023
Segment revenue
External sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,753,523 2,729,818 – 16,483,341
Inter-segment sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,157,750 479,091 (1,636,841) –
Segment revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,911,273 3,208,909 (1,636,841) 16,483,341
Segment profit (loss) before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,600,609 368,958 (58,868) 1,910,699
For the year ended December 31, 2024
Segment revenue
External sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,140,269 2,633,081 – 11,773,350
Inter-segment sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,045,742 554,898 (1,600,640) –
Segment revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,186,011 3,187,979 (1,600,640) 11,773,350
Segment (loss) profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118(317,212) 390,244 39,223 112,255
For the nine months ended September 30,
2024 (unaudited)
Segment revenue
External sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,767,534 1,270,874 – 9,038,408
Inter-segment sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118715,285 359,583 (1,074,868) –
Segment revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,482,819 1,630,457 (1,074,868) 9,038,408
Segment profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118369,629 256,501 2,201 628,331
For the nine months ended September 30,
2025
Segment revenue
External sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,145,971 1,241,569 – 10,387,540
Inter-segment sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,685 410,807 (445,492) –
Segment revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,180,656 1,652,376 (445,492) 10,387,540
Segment profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,195,065 83,186 4,552 1,282,803
The accounting policies of the reportable segments are the same as the Group’s accounting policies described
in note 4. Segment profit/(loss) represents the profit earned by/loss from each segment. This is the measure reported
to the CODM for the purposes of resource allocation and performance assessment.
APPENDIX I ACCOUNTANTS’ REPORT
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Segment assets and liabilities
The following is an analysis of the Group’s assets and liabilities by reportable segments:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Segment assets
Lead Intelligence /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,272,485 27,874,184 28,814,019 30,763,965
Titan New Power /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,633,695 7,347,554 7,280,108 8,158,904
Consolidated assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,906,180 35,221,738 36,094,127 38,922,869
Segment liabilities
Lead Intelligence /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,187,030 17,419,505 18,844,926 21,664,056
Titan New Power /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,593,936 5,954,767 5,669,816 4,557,267
Consolidated liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,780,966 23,374,272 24,514,742 26,221,323
Other segment information (included in the measure of segment profit or loss or segment assets)
Lead
Intelligence
Titan
New Power Total
RMB’000 RMB’000 RMB’000
For the year ended December 31, 2022
Depreciation of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,886 19,599 146,485
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140,380 18,476 158,856
Amortization of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,049 19,010 42,059
Write-down of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111896,422 18,474 114,896
Impairment losses recognized in profit or loss
– trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118322,621 123,513 446,134
– contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,539 4,169 21,708
– other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,651 679 5,330
Additions to property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118370,204 150,212 520,416
Additions to other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,754 734 60,488
For the year ended December 31, 2023
Depreciation of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118156,364 28,575 184,939
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118168,641 19,810 188,451
Amortization of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,758 19,822 86,580
Write-down of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118408,970 2,575 411,545
Impairment losses recognized (reversed) in profit or loss
– trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118578,058 151,446 729,504
– contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,511 188 18,699
– other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,640 (456) 2,184
Additions to property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118431,049 119,651 550,700
Additions to other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118111,186 724 111,910
For the year ended December 31, 2024
Depreciation of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118172,290 36,245 208,535
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118139,188 12,687 151,875
Amortization of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111884,561 28,431 112,992
Write-down of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118499,472 49,200 548,672
Impairment losses recognized (reversed) in profit or loss
– trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118505,079 89,104 594,183
– contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(39,476) (4,824) (44,300)
– other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,179 108 5,287
Additions to property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118765,906 379,321 1,145,227
Additions to other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,039 1,091 43,130
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 442 ---
Lead
Intelligence
Titan
New Power Total
RMB’000 RMB’000 RMB’000
For the nine months ended September 30, 2024
(unaudited)
Depreciation of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118122,124 24,544 146,668
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105,592 10,668 116,260
Amortization of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,991 14,809 73,800
Write-down of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111884,937 – 84,937
Impairment losses recognized (reversed) in profit or loss
– trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118419,675 114,820 534,495
– contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,011) (1,819) (16,830)
– other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,055) 123 (1,932)
Additions to property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118517,168 353,999 871,167
Additions to other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,857 980 33,837
For the nine months ended September 30, 2025
Depreciation of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118151,793 34,662 186,455
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118116,062 2,424 118,486
Amortization of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,019 15,817 85,836
Write-down of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118170,426 – 170,426
Impairment losses (reversed) recognized in profit or loss /H1118/H1118
– trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(169,377) (49,450) (218,827)
– contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,048 612 6,660
– other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,167) 639 (3,528)
Additions to property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118292,215 56,741 348,956
Additions to other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,215 249 20,464
Information about major customers
Revenue from customers of the corresponding years/periods contributing over 10% of the total revenue of the
Group are as follows:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Customer A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,545,754 2,539,654 N/A 1 N/A1 2,828,975
Customer B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,620,681 2,878,265 1,787,432 1,725,001 N/A 1
Customer C /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A1 2,017,751 N/A 1 N/A1 N/A1
8,166,435 7,435,670 1,787,432 1,725,001 2,828,975
1 The corresponding revenue did not contribute over 10% of the total revenue of the Group.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 443 ---
7. OTHER INCOME AND EXPENSES
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Unconditional government grants (Note i) /H1118/H1118/H111822,782 22,185 28,067 21,239 8,913
Subsidies for research and development
projects (Note i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,522 11,515 3,310 901 18,045
Subsidies for assets acquisition (Note i) /H1118/H1118/H1118/H11187,637 7,637 7,637 5,728 5,453
V alue-added tax refund and additional
deduction (Note ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118273,860 340,071 333,474 303,490 182,540
Interest income from bank balances /H1118/H1118/H1118/H1118/H1118/H111861,033 61,253 38,415 26,342 34,818
Interest income from time deposits /H1118/H1118/H1118/H1118/H1118/H111811,520 3,058 3,371 2,528 1,592
Penalty income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,542 12,249 6,147 5,673 1,912
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,431 6,330 (90,153) 3,657 3,311
408,327 464,298 330,268 369,558 256,584
Notes:
i. The government grants mainly represent unconditional government grants, subsidies for research and
developments projects and asset acquisition from the PRC local governments to encourage the
operations and industry development. Unconditional government grants are recognized in profit or loss
when received. Details of subsidies for research and development projects and asset acquisition are set
out in note 33.
ii. In accordance with the Notice of Ministry of Finance and State Administration of Taxation on
V alue-added Tax Policies for Software Products which was promulgated by the Ministry of Finance and
the State Administration of Taxation on October 13, 2011 and came into effect on January 1, 2011,
enterprises engaged in the sales of self-developed software in the PRC are entitled to the value added
tax refund to the portion of value-added tax actually paid which exceeds 3% of the related sale amounts.
In addition, effective from January 1, 2023 to December 31, 2027, the net value added tax payables
amount has been reduced by an additional 5% of value added tax on purchases, pursuant to the
announcements jointly issued by the Ministry of Finance and the State Taxation Administration of the
PRC on September 3, 2023.
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 444 ---
8. OTHER GAINS AND LOSSES
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Net gains from changes in fair value of
financial assets measured at FVTPL /H1118/H1118/H1118/H111839,447 8,593 3,086 1,474 16,906
Net losses on derecognition of bills
receivables at FVTOCI /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10,835) (18,888) (12,254) (11,497) (6,359)
Net losses on disposals of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(470) (17,988) (4,444) (6,102) (4,052)
Net foreign exchange gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,736 9,523 45,864 16,115 35,037
Decrease in goodwill (note 18) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,314) ––––
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,445 2,835 (17,645) (6,319) (10,018)
60,009 (15,925) 14,607 (6,329) 31,514
9. IMPAIRMENT LOSSES UNDER EXPECTED CREDIT LOSS MODEL, NET OF REVERSAL
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Impairment losses recognized (reversed) on:
– trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118446,134 729,504 594,183 534,495 (218,827)
– contract assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,708 18,699 (44,300) (16,830) 6,660
– other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,330 2,184 5,287 (1,932) (3,528)
473,172 750,387 555,170 515,733 (215,695)
Details of impairment assessment are set out in note 40.
10. FINANCE COSTS
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,533 19,718 18,553 13,953 13,291
Interest on bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 42,196 17,450 86,224
Bank charges for discounted bills receivables /H1118 607 497 1,438 1,472 24
20,140 20,215 62,187 32,875 99,539
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 445 ---
11. INCOME TAX EXPENSE (CREDIT)
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
PRC Enterprise Income Tax
– Current tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118325,827 311,982 38,258 102,329 2,659
– Under (over) provision in prior years /H1118/H1118/H1118 28 1,760 (1,487) (1,487) 3,751
Deferred tax (credit) expense (note 21) /H1118/H1118/H1118/H1118(103,103) (173,820) (192,547) (59,467) 115,098
222,752 139,922 (155,776) 41,375 121,508
Under the Law of the PRC on Enterprise Income Tax (the “EIT Law”) and Implementation Regulation of the
EIT Law, the tax rate of PRC subsidiaries is 25% during the Track Record Period, except for the Company and certain
subsidiaries entitled to preferential tax rates.
The Company has been accredited as a “high and new technical enterprise” (the “HNTE”) on June 13, 2010,
and renewed the HNTE in 2013, 2016, 2019, 2022 and 2025 respectively, such status will expire on November 18,
2028. The Company is entitled to a preferential income tax rate of 15%. Certain subsidiaries are also recognized as
HNTEs and the effective periods are as follows:
Name of subsidiary Starting date Expiry date
Zhuhai Titan New Power Electronics Co., Ltd.
(ʮ̡) (“Zhuhai Titan”) /H1118/H1118/H1118/H1118/H1118
December 9, 2016 December 19, 2028
Guangdong Beidao intelligent Technology Co., Ltd.
(ʮ̡) (“Guangdong Beidao”) /H1118/H1118/H1118
December 28, 2023 December 28, 2026
Jiangsu Qingdao Intelligent Equipment Co., Ltd.
(ʮ̡) (“Jiangsu Qingdao
Intelligent”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
November 28, 2023 November 28, 2026
Jiangsu Lead Technology Co., Ltd.
(ʮ̡) (“Jiangsu Lead Technology”) /H1118/H1118
November 6, 2023 November 6, 2026
Wuxi Guangdao Precision Technology Co., Ltd.
(ʮ̡) (“Wuxi Guangdao”) /H1118/H1118/H1118/H1118/H1118
November 6, 2023 November 6, 2026
Shanghai Lead Huineng Technology Co., Ltd.
(ʮ̡) (“Shanghai Lead
Huineng”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
December 4, 2024 December 4, 2027
According to the relevant laws and regulations promulgated by the State Administration of Taxation of the PRC
that have been effective from 2018 onwards, enterprise engaging in research and development activities are entitled
to claim 175% and 200% of their research and development expenditures incurred as tax deductible expenses when
determining their assessable profits for the period from January 1, 2022 to September 30, 2022 and for the period
from October 1, 2022 to September 30, 2025, respectively.
Additionally, Jiangsu Andao Intelligent Equipment Co., Ltd. (ʮ̡) and Shanghai
Qingdao Hanjue Intelligent Technology Co., Ltd. (ʮ̡) were subject to “small and thin-
profit enterprises” and would benefit from a preferential tax rate of 20% under the EIT Law. During the years ended
December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2024 (unaudited) and 2025, the
qualifying group entities enjoyed 87.5%, 75%, 75%, 75% (unaudited) and 75% reduction on annual taxable income,
respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 446 ---
The income tax expense for the Track Record Period can be reconciled to the profit before tax per the
consolidated statement of profit or loss and other comprehensive income as follows:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,540,885 1,910,699 112,255 628,331 1,282,803
Tax at the PRC EIT rate of 15% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118381,133 286,605 16,838 94,250 192,420
Tax effect on expenses not deductible for tax
purposes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,806 22,033 27,276 21,278 11,930
Tax effect of income not taxable for tax
purposes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,396) (1,051) (992) (734) (773)
Tax effect of tax losses not recognized /H1118/H1118/H1118/H111846,740 66,579 50,519 99,753 89,190
Tax effect of deductible temporary
differences not recognized /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118539 11,934 8,876 9,591 7,012
Utilization of tax losses previously not
recognized /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(602) (5,791) (19,133) (19,047) (571)
Utilization of deductible temporary
differences previously not recognized /H1118/H1118/H1118/H1118(20,653) – (37) (3,400) (786)
Tax benefit on research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(206,059) (242,187) (245,222) (164,538) (181,523)
Effect of different tax rates of subsidiaries
operating in other jurisdictions /H1118/H1118/H1118/H1118/H1118/H1118/H1118406 54 7,611 5,709 923
Income tax at concessionary rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118(190) (14) (25) – (65)
Under (over) provision in respect of prior
years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 1,760 (1,487) (1,487) 3,751
222,752 139,922 (155,776) 41,375 121,508
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 447 ---
12. PROFIT FOR THE YEAR/PERIOD
Profit for the year/period during the Track Record Period has been arrived at after charging:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Staff costs, including directors’ remuneration
– salaries and other benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,880,752 3,569,661 3,467,162 2,560,525 2,484,791
– retirement benefit scheme contributions /H1118 146,773 202,583 233,290 146,983 158,673
– equity-settled share-based payment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,001 87,175 3,827 30,602 32,759
Total staff costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,082,526 3,859,419 3,704,279 2,738,110 2,676,223
Capitalized in inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,453,551) (1,689,164) (1,623,418) (1,150,308) (1,108,687)
Capitalized in development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,545) (79,915) (4,910) (6,818) –
1,607,430 2,090,340 2,075,951 1,580,984 1,567,536
Depreciation of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118146,485 184,939 208,535 146,668 186,455
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118158,856 188,451 151,875 116,260 118,486
Amortization of other intangible assets /H1118/H1118/H1118/H111842,059 86,580 112,992 73,800 85,836
Total depreciation and amortization /H1118/H1118/H1118/H1118/H1118/H1118347,400 459,970 473,402 336,728 390,777
Capitalized in inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(264,500) (358,885) (355,728) (232,490) (294,531)
Capitalized in development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (3,143) (122) (122) –
82,900 97,942 117,552 104,116 96,246
Cost of inventories recognized as an expense /H1118 8,669,264 10,708,889 7,706,971 5,792,875 7,023,217
Write-down of inventories (included in cost
of sales) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114,896 411,545 548,672 84,937 170,426
Auditor’s remunerations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,250 1,250 1,250 938 938
13. DIRECTORS’, CHIEF EXECUTIVE’S AND EMPLOYEES’ EMOLUMENTS
Directors, chief executive officer and supervisors
Name Position Date of appointment
Mr. Wang Y anqing /H1118/H1118/H1118/H1118/H1118Executive director and chief executive officer December 20, 2011
Mr. Wang Jianxin /H1118/H1118/H1118/H1118/H1118/H1118Executive director December 20, 2011
Mr. Y ou Zhiliang /H1118/H1118/H1118/H1118/H1118/H1118Executive director December 20, 2011
Mr. Wang Lei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive director February 26, 2018
Mr. Zhao Kanglian /H1118/H1118/H1118/H1118/H1118Independent non-executive director February 26, 2018 (resigned on
February 19, 2024)
Ms. Zhang Mingyan /H1118/H1118/H1118/H1118Independent non-executive director February 22, 2021
Mr. Sun Qinglong /H1118/H1118/H1118/H1118/H1118/H1118Independent non-executive director February 22, 2021 (resigned on
May 30, 2022)
Mr. Dai Jianjun /H1118/H1118/H1118/H1118/H1118/H1118/H1118Independent non-executive director May 30, 2022
Mr. Guo Xiasheng /H1118/H1118/H1118/H1118/H1118Independent non-executive director February 19, 2024
Mr. Cai Jianbo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Supervisor November 26, 2018 (resigned
on February 19, 2024)
Ms. Bian Fenxiang /H1118/H1118/H1118/H1118/H1118Supervisor February 15, 2017
Ms. Wang Qingyan /H1118/H1118/H1118/H1118/H1118Supervisor May 13, 2019
Mr. Hua Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Supervisor February 19, 2024
APPENDIX I ACCOUNTANTS’ REPORT
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Details of the emoluments paid or payable to the directors of the Company for the service provided to the
Group during the Track Record Period are as follows:
Directors fees
Salaries and
other benefits
Retirement
benefit scheme
contributions
Equity-settled
share-based
payments
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
For the year ended
December 31, 2022
Executive directors:
Mr. Wang Y anqing /H1118/H1118/H1118/H1118/H1118/H1118– 2,656 70 – 2,726
Mr. Wang Jianxin /H1118/H1118/H1118/H1118/H1118/H1118– 838 39 – 877
Mr. Y ou Zhiliang /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 420 32 26 478
Mr. Wang Lei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– 2 0– 2 0
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,914 161 26 4,101
Independent non-executive
directors:
Mr. Zhao Kanglian /H1118/H1118/H1118/H1118/H1118/H11185 0––– 5 0
Ms. Zhang Mingyan /H1118/H1118/H1118/H1118/H11185 0––– 5 0
Mr. Sun Qinglong /H1118/H1118/H1118/H1118/H1118/H11181 7––– 1 7
Mr. Dai Jianjun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 3––– 3 3
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 5 0––– 1 5 0
Supervisors:
Mr. Cai Jianbo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 224 – – 224
Ms. Bian Fenxiang /H1118/H1118/H1118/H1118/H1118/H1118– 301 27 – 328
Ms. Wang Qingyan /H1118/H1118/H1118/H1118/H1118– 147 16 – 163
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 672 43 – 715
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150 4,586 204 26 4,966
For the year ended
December 31, 2023
Executive directors:
Mr. Wang Y anqing /H1118/H1118/H1118/H1118/H1118/H1118– 4,145 99 – 4,244
Mr. Wang Jianxin /H1118/H1118/H1118/H1118/H1118/H1118– 887 58 – 945
Mr. Y ou Zhiliang /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 425 44 107 576
Mr. Wang Lei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,071 67 – 1,138
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,528 268 107 6,903
Independent non-executive
directors:
Mr. Zhao Kanglian /H1118/H1118/H1118/H1118/H1118/H11185 0––– 5 0
Ms. Zhang Mingyan /H1118/H1118/H1118/H1118/H11185 0––– 5 0
Mr. Dai Jianjun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 0––– 5 0
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 5 0––– 1 5 0
APPENDIX I ACCOUNTANTS’ REPORT
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Directors fees
Salaries and
other benefits
Retirement
benefit scheme
contributions
Equity-settled
share-based
payments
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Supervisors:
Mr. Cai Jianbo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1 6–– 1 6
Ms. Bian Fenxiang /H1118/H1118/H1118/H1118/H1118/H1118– 313 41 – 354
Ms. Wang Qingyan /H1118/H1118/H1118/H1118/H1118– 151 22 – 173
Mr. Hua Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 155 24 – 179
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 635 87 – 722
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150 7,163 355 107 7,775
For the year ended
December 31, 2024
Executive directors:
Mr. Wang Y anqing /H1118/H1118/H1118/H1118/H1118– 4,147 107 – 4,254
Mr. Wang Jianxin /H1118/H1118/H1118/H1118/H1118/H1118– 890 118 – 1,008
Mr. Y ou Zhiliang /H1118/H1118/H1118/H1118/H1118/H1118– 521 51 3 575
Mr. Wang Lei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,263 116 – 1,379
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,821 392 3 7,216
Independent non-executive
directors:
Mr. Guo Xiasheng /H1118/H1118/H1118/H1118/H1118/H11185 0––– 5 0
Ms. Zhang Mingyan /H1118/H1118/H1118/H1118 5 0––– 5 0
Mr. Dai Jianjun /H1118/H1118/H1118/H1118/H1118/H1118/H11185 0––– 5 0
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 5 0––– 1 5 0
Supervisors:
Ms. Bian Fenxiang /H1118/H1118/H1118/H1118/H1118/H1118– 312 71 – 383
Ms. Wang Qingyan /H1118/H1118/H1118/H1118/H1118– 171 43 – 214
Mr. Hua Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 156 28 – 184
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 639 142 – 781
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150 7,460 534 3 8,147
For the nine months ended
September 30, 2024
(unaudited)
Executive directors:
Mr. Wang Y anqing /H1118/H1118/H1118/H1118/H1118/H1118– 2,963 81 – 3,044
Mr. Wang Jianxin /H1118/H1118/H1118/H1118/H1118/H1118– 608 76 – 684
Mr. Y ou Zhiliang /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 345 38 45 428
Mr. Wang Lei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 831 78 – 909
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,747 273 45 5,065
Independent non-executive
directors:
Mr. Guo Xiasheng /H1118/H1118/H1118/H1118/H1118/H11183 8––– 3 8
Ms. Zhang Mingyan /H1118/H1118/H1118/H1118/H11183 8––– 3 8
Mr. Dai Jianjun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 8––– 3 8
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 1 4––– 1 1 4
APPENDIX I ACCOUNTANTS’ REPORT
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Directors fees
Salaries and
other benefits
Retirement
benefit scheme
contributions
Equity-settled
share-based
payments
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Supervisors:
Ms. Bian Fenxiang /H1118/H1118/H1118/H1118/H1118/H1118– 234 53 – 287
Ms. Wang Qingyan /H1118/H1118/H1118/H1118/H1118– 128 33 – 161
Mr. Hua Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 138 21 – 159
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 500 107 – 607
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114 5,247 380 45 5,786
For the nine months ended
September 30, 2025
Executive directors:
Mr. Wang Y anqing /H1118/H1118/H1118/H1118/H1118/H1118– 3,715 81 – 3,796
Mr. Wang Jianxin /H1118/H1118/H1118/H1118/H1118/H1118– 859 81 – 940
Mr. Y ou Zhiliang /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 310 49 55 414
Mr. Wang Lei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,336 81 – 1,417
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,220 292 55 6,567
Independent non-executive
directors:
Mr. Guo Xiasheng /H1118/H1118/H1118/H1118/H1118/H11183 8––– 3 8
Ms. Zhang Mingyan /H1118/H1118/H1118/H1118/H11183 8––– 3 8
Mr. Dai Jianjun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 8––– 3 8
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 1 4––– 1 1 4
Supervisors:
Ms. Bian Fenxiang /H1118/H1118/H1118/H1118/H1118/H1118– 298 49 – 347
Ms. Wang Qingyan /H1118/H1118/H1118/H1118/H1118– 133 32 – 165
Mr. Hua Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 126 21 – 147
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 557 102 – 659
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114 6,777 394 55 7,340
The executive directors’ and chief executive’s emoluments shown above were paid for their services in
connection with the management of the affairs of the Company and the Group during the Track Record Period. The
non-executive directors’ and supervisors’ emoluments shown above were paid for their services as directors and
supervisors of the Company. None of the directors of the Company waived or agreed to waive any emoluments during
the Track Record Period.
During the Track Record Period, certain directors were granted restricted shares or share options, in respect
of their services to the Group under the share incentive schemes of the Company and the subsidiaries of the Group.
Details of the share incentive schemes are set out in note 36 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
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Five highest paid employees
The five highest paid individuals of the Group included 1, 2, 2, 2 (unaudited) and 2 directors of the Company
during the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2024
(unaudited) and 2025, respectively, details of whose remuneration are set out above. Details of the remuneration for
the remaining 4, 3, 3, 3 (unaudited) and 3 highest paid individuals during the years ended December 31, 2022, 2023
and 2024 and the nine months ended September 30, 2024 (unaudited) and 2025, respectively, are as follows:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Salaries and other benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,156 3,255 3,371 2,250 3,715
Retirement benefit scheme contributions /H1118/H1118/H1118 119 250 349 234 277
Equity-settled share-based payments expense /H1118 129 537 218 610 865
10,404 4,042 3,938 3,094 4,857
The number of the five highest paid individuals fell within the following bands is as below:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(unaudited)
Nil to HK$1,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––1–
HK$1,000,001 to HK$1,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182323–
HK$1,500,001 to HK$2,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–12–4
HK$2,500,001 to HK$3,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181––––
HK$3,000,001 to HK$3,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181––1–
HK$4,000,001 to HK$4,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––1
HK$4,500,001 to HK$5,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–11––
HK$5,000,001 to HK$5,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181––––
55555
During the Track Record Period, no emoluments were paid by the Group to any of the executive director,
non-executive directors, independent non-executive directors, or the five highest paid individuals as an inducement
to join or upon joining the Group or as compensation for loss of office.
APPENDIX I ACCOUNTANTS’ REPORT
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14. DIVIDENDS
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Dividend for ordinary shareholders of the
Company recognized as distribution:
2021 Final – RMB0.50 per share /H1118/H1118/H1118/H1118/H1118/H1118781,878 ––––
2022 Final – RMB0.54 per share /H1118/H1118/H1118/H1118/H1118/H1118– 841,030 – – –
2023 Final – RMB0.34 per share /H1118/H1118/H1118/H1118/H1118/H1118– – 533,327 533,327 –
2024 Final – RMB0.06 per share /H1118/H1118/H1118/H1118/H1118/H1118–––– 87,081
781,878 841,030 533,327 533,327 87,081
15. EARNINGS PER SHARE
The calculation of basic and diluted earnings per share attributable to owners of the Company is based on the
following data:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(unaudited)
Earnings (RMB’000)
Earnings for the purpose of basic and diluted
earnings per share attributable to owners of
the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,318,133 1,774,566 286,100 608,479 1,186,325
Number of shares (’000)
Weighted average number of ordinary shares
for the purpose of basic earnings per share
(Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,564,316 1,566,163 1,554,890 1,554,890 1,554,935
Effect of dilutive potential ordinary shares:
– share incentive plans of the Company /H1118/H1118 610 1,079 333 19 1,852
Weighted average number of ordinary shares
for the purpose of diluted earnings per
share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,564,926 1,567,242 1,555,223 1,554,909 1,556,787
Note: The number of treasury shares was excluded in calculating the weighted average number of ordinary
shares for the purpose of basic earnings per share.
APPENDIX I ACCOUNTANTS’ REPORT
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16. PROPERTY, PLANT AND EQUIPMENT
The Group
Buildings
and facilities
Leasehold
improvement
Freehold
land Machinery
Electronic
and other
equipment
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
COST
At January 1, 2022 /H1118/H1118/H1118/H1118604,650 161,186 – 182,083 329,014 214,878 1,491,811
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,977 6,989 12,204 19,507 52,120 403,619 520,416
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118153,079 259,055 – 4,469 23,820 (440,423) –
Disposals/write-off /H1118/H1118/H1118/H1118 – (26,685) – (435) (1,550) – (28,670)
Exchange adjustments /H1118/H1118/H1118 –––– ( 4 ) – ( 4 )
At December 31, 2022 /H1118/H1118783,706 400,545 12,204 205,624 403,400 178,074 1,983,553
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 13,366 46,957 490,377 550,700
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105,649 89,435 – 15,871 18,196 (229,151) –
Disposals/write-off /H1118/H1118/H1118/H1118 – (8,006) – (16,729) (21,962) – (46,697)
Exchange adjustments /H1118/H1118/H1118 824 – 754 392 28 – 1,998
At December 31, 2023 /H1118/H1118890,179 481,974 12,958 218,524 446,619 439,300 2,489,554
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,297 832 – 6,643 26,590 1,109,865 1,145,227
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118920,717 151,307 – 20,180 33,042 (1,125,246) –
Disposals/write-off /H1118/H1118/H1118/H1118 – (7,786) – (8,835) (12,296) – (28,917)
Exchange adjustments /H1118/H1118/H1118(1,174) – (1,227) (2,236) (376) – (5,013)
At December 31, 2024 /H1118/H11181,811,019 626,327 11,731 234,276 493,579 423,919 3,600,851
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 5,133 9,111 334,712 348,956
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 204,762 – 42,744 3,946 (251,481) –
Disposals/write-off /H1118/H1118/H1118/H1118 – (29,290) – (1,834) (17,612) – (48,736)
Exchange adjustments /H1118/H1118/H11182,989 – 1,262 896 1,712 – 6,859
At September 30, 2025 /H1118/H11181,814,037 801,799 12,993 281,215 490,736 507,150 3,907,930
DEPRECIATION
At January 1, 2022 /H1118/H1118/H1118/H1118100,763 42,817 – 38,346 126,653 – 308,579
Provided for the year /H1118/H1118/H111827,834 46,834 – 15,353 56,464 – 146,485
Eliminated on
disposals/write-off /H1118/H1118/H1118 – (26,685) – (282) (1,232) – (28,199)
At December 31, 2022 /H1118/H1118128,597 62,966 – 53,417 181,885 – 426,865
Provided for the year /H1118/H1118/H111837,978 63,073 – 18,533 65,355 – 184,939
Eliminated on
disposals/write-off /H1118/H1118/H1118 – (8,006) – (3,654) (16,986) – (28,646)
Exchange adjustments /H1118/H1118/H1118 39 – – 85 12 – 136
At December 31, 2023 /H1118/H1118166,614 118,033 – 68,381 230,266 – 583,294
Provided for the year /H1118/H1118 48,918 74,578 – 17,826 67,213 – 208,535
Eliminated on
disposals/write-off /H1118/H1118/H1118 – (7,786) – (6,216) (9,814) – (23,816)
Exchange adjustments /H1118/H1118/H1118 (51) – – (100) (92) – (243)
At December 31, 2024 /H1118/H1118215,481 184,825 – 79,891 287,573 – 767,770
Provided for the period /H1118/H1118 60,720 63,489 – 15,844 46,402 – 186,455
Eliminated on
disposals/write-off /H1118/H1118/H1118 – (29,290) – (1,098) (14,238) – (44,626)
Exchange adjustments /H1118/H1118/H1118 245 – – 292 430 – 967
At September 30, 2025 /H1118/H1118276,446 219,024 – 94,929 320,167 – 910,566
CARRYING V ALUES
At December 31, 2022 /H1118/H1118655,109 337,579 12,204 152,207 221,515 178,074 1,556,688
At December 31, 2023 /H1118/H1118723,565 363,941 12,958 150,143 216,353 439,300 1,906,260
At December 31, 2024 /H1118/H11181,595,538 441,502 11,731 154,385 206,006 423,919 2,833,081
At September 30, 2025 /H1118/H11181,537,591 582,775 12,993 186,286 170,569 507,150 2,997,364
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 454 ---
The Company
Buildings and
facilities
Leasehold
improvement Machinery
Electronic
and other
equipment
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
COST
At January 1, 2022 /H1118/H1118/H1118/H1118546,358 133,297 169,578 297,169 135,712 1,282,114
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(164) – 13,188 44,828 262,458 320,310
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 258,455 2,692 13,506 (274,653) –
Disposals/write-off /H1118/H1118/H1118/H1118– (3,366) (5,598) (36,943) – (45,907)
At December 31, 2022 /H1118/H1118546,194 388,386 179,860 318,560 123,517 1,556,517
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(213) – 7,513 31,405 368,662 407,367
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105,649 23,592 14,708 8,917 (152,866) –
Disposals/write-off /H1118/H1118/H1118/H1118– (2,520) (16,348) (19,200) – (38,068)
At December 31, 2023 /H1118/H1118651,630 409,458 185,733 339,682 339,313 1,925,816
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 246 5,622 16,450 735,936 758,254
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118544,384 123,735 15,973 24,636 (708,728) –
Disposals/write-off /H1118/H1118/H1118/H1118– (6,309) (8,740) (9,666) – (24,715)
At December 31, 2024 /H1118/H11181,196,014 527,130 198,588 371,102 366,521 2,659,355
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 4,939 5,773 273,011 283,723
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 108,952 30,394 3,946 (143,321) –
Disposals/write-off /H1118/H1118/H1118/H1118– (28,603) (792) (11,680) – (41,075)
At September 30, 2025 /H1118/H11181,196,043 607,479 233,129 369,141 496,211 2,902,003
DEPRECIATION
At January 1, 2022 /H1118/H1118/H1118/H111872,193 27,107 35,903 115,267 – 250,470
Provided for the year /H1118/H1118/H111824,583 34,319 13,213 45,353 – 117,468
Eliminated on
disposals/write-off /H1118/H1118/H1118 – (3,366) (1,081) (16,623) – (21,070)
At December 31, 2022 /H1118/H1118 96,776 58,060 48,035 143,997 – 346,868
Provided for the year /H1118/H1118/H111827,733 48,026 15,124 49,964 – 140,847
Eliminated on
disposals/write-off /H1118/H1118/H1118 – (2,520) (3,454) (15,275) – (21,249)
At December 31, 2023 /H1118/H1118124,509 103,566 59,705 178,686 – 466,466
Provided for the year /H1118/H1118/H111834,525 54,565 15,403 47,887 – 152,380
Eliminated on
disposals/write-off /H1118/H1118/H1118 – (6,309) (5,847) (7,749) – (19,905)
At December 31, 2024 /H1118/H1118159,034 151,822 69,261 218,824 – 598,941
Provided for the period /H1118/H1118 40,363 52,910 13,304 34,129 – 140,706
Eliminated on
disposals/write-off /H1118/H1118/H1118 – (28,603) (605) (9,499) – (38,707)
At September 30, 2025 /H1118/H1118199,397 176,129 81,960 243,454 – 700,940
CARRYING V ALUES
At December 31, 2022 /H1118/H1118449,418 330,326 131,825 174,563 123,517 1,209,649
At December 31, 2023 /H1118/H1118527,121 305,892 126,028 160,996 339,313 1,459,350
At December 31, 2024 /H1118/H11181,036,980 375,308 129,327 152,278 366,521 2,060,414
At September 30, 2025 /H1118/H1118996,646 431,350 151,169 125,687 496,211 2,201,063
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 455 ---
The above items of property, plant and equipment are depreciated on a straight-line basis, after taking into
account their estimated residual value, at the following periods:
Buildings and facilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 years
Leasehold improvement /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Shorter of their useful lives and the lease term
Freehold land /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Not depreciated
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 years
Electronic and other equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 years
17. RIGHT-OF-USE ASSETS
The Group
Leasehold
lands
Leasehold
properties Total
RMB’000 RMB’000 RMB’000
As at December 31, 2022
Carrying amounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118283,851 410,705 694,556
As at December 31, 2023
Carrying amounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118320,266 434,794 755,060
As at December 31, 2024
Carrying amounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118312,464 382,631 695,095
As at September 30, 2025
Carrying amounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118306,667 544,587 851,254
For the year ended December 31, 2022
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,816 154,040 158,856
For the year ended December 31, 2023
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,923 182,528 188,451
For the year ended December 31, 2024
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,802 144,073 151,875
For the nine months ended September 30, 2025
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,797 112,689 118,486
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Expense relating to short-term leases /H1118/H1118/H1118/H1118/H111860,608 67,994 74,270 51,034 39,040
Expense relating to leases of low-value
assets, excluding short-term leases of low-
value assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 0 3 2 1 4–––
Total cash outflow for leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118410,702 305,152 231,917 156,408 205,305
Additions to right-of-use assets
– leasehold lands /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118138,851 42,338 – – –
– leasehold properties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114,507 210,298 96,559 33,800 292,915
253,358 252,636 96,559 33,800 292,915
Termination of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H11188,377 3,713 4,649 3,151 18,270
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 456 ---
During the Track Record Period, the Group leased various properties for its operations. Lease contracts are
entered into for fixed term of 2 to 10 years. The lease terms are negotiated on an individual basis and contain different
terms and conditions. In determining the lease term and assessing the length of the non-cancellable period, the Group
applies the definition of a contract and determines the period for which the contract is enforceable.
During the Track Record Period, the Group has made three lump sum payments upfronts to government for
leasehold lands with lease term of 50 years. The Group has obtained the land use right certificates for all leasehold
lands.
During the Track Record Period, the Group regularly entered into short-term leases for staff apartments and
containers and low-value leases for electronic equipment. As at December 31, 2022, 2023 and 2024 and September
30, 2025, the portfolio of short-term leases is similar to the portfolio of short-term leases to which the short-term
lease expense disclosed above.
Restrictions or covenants on leases
In addition, lease liabilities of RMB440,223,000, RMB472,774,000, RMB426,379,000 and RMB547,587,000
are recognized with related right-of-use assets of RMB410,705,000, RMB434,794,000, RMB382,631,000 and
RMB544,587,000 as at December 31, 2022, 2023 and 2024 and September 30, 2025, respectively. The lease
agreements do not impose any covenants other than the security interests in the leased assets that are held by the
lessor.
Details of the lease maturity analysis of lease liabilities are set out in notes 32 and 40.
The Company
Leasehold
lands
Leasehold
properties Total
RMB’000 RMB’000 RMB’000
As at December 31, 2022
Carrying amounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118186,528 399,540 586,068
As at December 31, 2023
Carrying amounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118225,012 421,476 646,488
As at December 31, 2024
Carrying amounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118219,278 379,595 598,873
As at September 30, 2025
Carrying amounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118214,977 544,664 759,641
For the year ended December 31, 2022
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,646 137,492 141,138
For the year ended December 31, 2023
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,854 163,301 167,155
For the year ended December 31, 2024
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,734 133,791 139,525
For the nine months ended September 30, 2025
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,301 112,409 116,710
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 457 ---
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Expense relating to short-term leases /H1118/H1118/H1118/H1118/H111836,083 63,761 63,739 36,075 27,864
Expense relating to leases of low-value
assets, excluding short-term leases of low-
value assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 0 3 2 1 4–––
Total cash outflow for leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118318,688 219,978 211,746 133,458 194,129
Additions to right-of-use assets
– leasehold lands /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,361 42,338 – – –
– leasehold properties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118102,366 189,296 96,559 33,800 292,915
173,727 231,634 96,559 33,800 292,915
Termination of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H11182,843 3,713 4,649 3,151 15,437
18. GOODWILL
The Group
RMB’000
At January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,087,928
Decrease in the year ( Note ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,314)
At December 31, 2022, 2023 and 2024 and September 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,086,614
Note: The decrease in goodwill was due to the effect of the subsequent decrease in deferred tax liabilities
arising from business combination. Deferred tax liabilities decreased subsequently as the future taxable
temporary difference arising from the fair value adjustment of the property, plant and equipment and
identifiable intangible assets of Zhuhai Titan acquired on acquisition date has been decreased due to the
additional depreciation and amortization charged subsequent to acquisition date. The directors of the
Company considered that the amount is insignificant and thus no adjustment to the Historical Financial
Information accordingly.
Impairment testing of goodwill
On July 31, 2017, the Company acquired entire equity interests of Zhuhai Titan for a total consideration of
RMB1,350,000,000, comprising a cash consideration of RMB607,500,000 and the fair value of shares issued by the
Company amounting to RMB742,500,000. The goodwill of RMB1,092,335,000 resulted from the difference between
the total consideration and the fair value of identifiable net assets of Zhuhai Titan amounting to RMB257,665,000.
For the purpose of impairment testing, goodwill acquired through business combination is allocated to Zhuhai
Titan (“Zhuhai Titan CGU”), which constituted a CGU. In addition to goodwill, property, plant and equipment,
right-of-assets and other intangible assets that generate cash flows together with the related goodwill are also
included in the respective Zhuhai Titan CGU for the purpose of impairment assessment. have been assessed as one
CGU. As at December 31, 2022, 2023 and 2024 and September 30, 2025 the carrying amount of the Zhuhai Titan
CGU amounted to RMB1,175,246,000, RMB1,198,112,000, RMB1,250,709,000 and RMB1,281,663,000,
respectively.
The Group engaged an independent qualified professional valuer, V ocation (Beijing) International Asset
V aluation Co., Ltd (“V ocation”) ( Ӝдಌ(̏ԯ)ʮ̡) (305-306, 3rd Floor, Block 37, No. 19
Chegongzhuang West Road, Haidian District, Beijing, China), to assist the preparation of the goodwill impairment
testing. The recoverable amount has been determined based on a value in use calculation. The calculation uses cash
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 458 ---
flow projections based on financial budgets approved by management covering a 5-year period. The management of
the Group did not assume any growth to the cash flows subsequent to the 5-year period. This is based on the relevant
industry growth forecasts and does not exceed the average long-term growth rate for the relevant industry.
The following table sets out the key assumptions for the value in use calculation of Zhuhai Titan CGU:
As at December 31,
As at
September 30,
2022 2023 2024 2025
Pre-tax discount rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812.81% 11.07% 11.09% 12.76%
Revenue growth rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.93% 3.00% 4.96% 5.22%
Gross profit ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819.80% 23.02% 23.95% 24.08%
Pre-tax discount rate applied reflects the current market assessments of the time value of money and the risks
specific to Zhuhai Titan CGU. Revenue growth rates and gross profit ratios were determined by the management of
the Group based on Zhuhai Titan CGU’s past performance and management’s expectations for the market
development.
Based on the result of the assessment, the management of the Group determined that the recoverable amount
of Zhuhai Titan CGU exceeded the carrying amount by RMB941,914,000, RMB1,154,383,000, RMB590,257,000 and
RMB445,061,000 as at December 31, 2022, 2023 and 2024 and September 30, 2025, respectively. Accordingly, there
was no impairment of goodwill recognized during the Track Record Period.
In addition, the management of the Group performed the sensitivity analysis based on changes of the
abovementioned key assumptions. Had the estimated key assumptions during the forecast period been changed as
below while other assumptions remained constant, the excess of recoverable amount of Zhuhai Titan CGU over the
carrying amount, as at 31 December 2022, 2023 and 2024 and September 30, 2025 would decrease to the amounts
set out as below:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Pre-tax discount rate increased by 5% /H1118 829,354 1,012,190 457,774 319,950
Revenue growth rate decreased by 5% /H1118 837,664 1,048,480 431,519 359,670
Gross profit ratio decreased by 5% /H1118/H1118/H1118680,124 828,410 268,384 233,170
Management believes that any reasonably possible change in any of these assumptions would not cause the
aggregate carrying amounts of the Zhuhai Titan CGU to exceed its recoverable amount.
APPENDIX I ACCOUNTANTS’ REPORT
– I-48 –


--- page 459 ---
19. OTHER INTANGIBLE ASSETS
The Group
Development
costs
Intellectual
properties Software Total
RMB’000 RMB’000 RMB’000 RMB’000
COST
At January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190,120 133,527 94,114 417,761
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,452 – 8,036 60,488
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(120,901) 120,901 – –
At December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118121,671 254,428 102,150 478,249
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897,948 – 13,962 111,910
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(114,324) 114,324 – –
Write-off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,345) – (232) (7,577)
Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––33
At December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897,950 368,752 115,883 582,585
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,105 – 38,025 43,130
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(103,055) 103,055 – –
Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (29) (29)
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 471,807 153,879 625,686
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 20,464 20,464
At September 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 471,807 174,343 646,150
AMORTIZATION
At January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,679 65,452 74,131
Charged for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 29,966 12,093 42,059
At December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 38,645 77,545 116,190
Charged for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 69,938 16,642 86,580
Eliminated on write-off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (15) (15)
Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––44
At December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 108,583 94,176 202,759
Charged for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 80,619 32,373 112,992
Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (91) (91)
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 189,202 126,458 315,660
Charged for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 68,717 17,119 85,836
At September 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 257,919 143,577 401,496
CARRYING V ALUES
At December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118121,671 215,783 24,605 362,059
At December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897,950 260,169 21,707 379,826
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 282,605 27,421 310,026
At September 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 213,888 30,766 244,654
APPENDIX I ACCOUNTANTS’ REPORT
– I-49 –


--- page 460 ---
The Company
Development
costs
Intellectual
properties Software Total
RMB’000 RMB’000 RMB’000 RMB’000
COST
At January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118181,802 128,154 26,356 336,312
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,109 – 5,380 50,489
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(112,585) 112,585 – –
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (128,146) – (128,146)
At December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114,326 112,593 31,736 258,655
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897,948 – 12,286 110,234
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(114,324) 114,324 – –
Write-off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (116) (116)
At December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897,950 226,917 43,906 368,773
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,105 – 32,610 37,715
Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(103,055) 103,055 – –
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 329,972 76,516 406,488
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 19,776 19,776
At September 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 329,972 96,292 426,264
AMORTIZATION
At January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,962 24,245 32,207
Charged for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,876 2,374 4,250
Eliminated on disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (7,955) – (7,955)
At December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,883 26,619 28,502
Charged for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 41,571 6,260 47,831
Eliminated on write-off /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (3) (3)
At December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 43,454 32,876 76,330
Charged for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 52,252 17,714 69,966
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 95,706 50,590 146,296
Charged for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 49,495 13,796 63,291
At September 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 145,201 64,386 209,587
CARRYING V ALUES
At December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114,326 110,710 5,117 230,153
At December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897,950 183,463 11,030 292,443
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 234,266 25,926 260,192
At September 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 184,771 31,906 216,677
The development costs are not amortized and are transferred to “Intellectual properties” once the relevant
technologies are available for use.
Except for the development costs, the above items have finite useful lives. Such other intangible assets are
amortized on a straight-line basis over the following periods:
Intellectual properties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182-10 years
Software /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 years
APPENDIX I ACCOUNTANTS’ REPORT
– I-50 –


--- page 461 ---
Impairment testing of development costs
The management of the Group performed annual impairment testing during the Track Relevant Periods for the
development costs which were not yet available for use. The recoverable amount of the development costs has been
determined based on a value in use calculation by using the discounted cashflow method, based on the financial
budgets of individual development projects approved by management covering a 5-year period. The values to the
assigned key assumptions were based on the historical performance of comparable products and the management’s
expectation of future market development.
The following table sets out the key assumption for the value in use calculation of the development costs:
As at December 31,
2022 2023
Pre-tax discount rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815.64% 15.40%
Pre-tax discount rate applied reflects the current market assessments of the time value of money and the risks
specific to the development costs.
Based on the result of the assessment, the management of the Group determined that the recoverable amount
of development costs exceeded the carrying amount by RMB34,476,000, and RMB22,452,000 as at December 31,
2022 and 2023, respectively. Accordingly, there was no impairment of development costs recognized during the Track
Record Period.
In addition, the management of the Group performed the sensitivity analysis based on changes of the
abovementioned key assumption. Had the estimated key assumption during the forecast period been changed as below
while other assumptions remained constant, the excess of recoverable amount of development costs over the carrying
amount, as at December 31, 2022 and 2023 would decrease to the amounts set out as below:
As at December 31,
2022 2023
RMB’000 RMB’000
Pre-tax discount rate increased by 5% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,876 20,752
In the view of the directors of the Company, there is no reasonably possible change to the key assumptions
applied would not lead to impairment of development costs as at December 31, 2022 and 2023.
20. INVESTMENTS IN SUBSIDIARIES
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cost of investments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,634,802 1,743,055 1,771,412 1,812,930
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 462 ---
21. DEFERRED TAX ASSETS/LIABILITIES
The Group
For the purpose of presentation in the consolidated statements of financial position, certain deferred tax assets
and liabilities have been offset. The following is the analysis of the deferred tax balances of the Group for financial
reporting purposes:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118228,560 401,066 592,299 477,201
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,628) (1,314) – –
225,932 399,752 592,299 477,201
The following are the major deferred tax assets (liabilities) of the Group recognized and movements thereon
during the Track Record Period:
ECL
provision Tax losses
Share-
based
payments
Inventory
provision
Lease
liabilities
Unrealized
profits
Depreciation
and
amortization
Right-of-
use assets
Fair value
adjustment
arising from
business
combination Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2022 /H1118/H1118/H1118100,926 – 5,206 14,690 73,052 2,362 – (69,465) (3,942) 122,829
Credit (charge) to profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865,755 28,334 350 7,676 437 696 (3,820) 2,361 1,314 103,103
At December 31, 2022 /H1118/H1118166,681 28,334 5,556 22,366 73,489 3,058 (3,820) (67,104) (2,628) 225,932
Credit (charge) to profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118111,798 (20,130) 11,743 52,261 5,570 11,933 1,970 (2,639) 1,314 173,820
At December 31, 2023 /H1118/H1118278,479 8,204 17,299 74,627 79,059 14,991 (1,850) (69,743) (1,314) 399,752
Credit (charge) to profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881,861 66,528 (7,789) 61,186 11,476 (12,366) 7,544 (17,207) 1,314 192,547
At December 31, 2024 /H1118/H1118360,340 74,732 9,510 135,813 90,535 2,625 5,694 (86,950) – 592,299
(Charge) credit to profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(38,138) (50,081) 4,273 (36,242) 30,215 (435) 3,952 (28,642) – (115,098)
At September 30, 2025 /H1118 322,202 24,651 13,783 99,571 120,750 2,190 9,646 (115,592) – 477,201
APPENDIX I ACCOUNTANTS’ REPORT
– I-52 –


--- page 463 ---
As at December 31, 2022, 2023 and 2024 and September 30, 2025, the Group had unused tax losses of
approximately RMB513,088,000, RMB768,900,000, RMB1,421,029,000 and RMB1,677,147,000 respectively,
available for offsetting against future profits. No deferred tax asset has been recognized in respect of tax losses of
RMB324,195,000, RMB714,207,000, RMB922,818,000 and RMB1,512,811,000 due to the unpredictability of future
profit streams.
The unrecognized tax losses of the Group will be carried forward and expire in years as follows:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118975 – – –
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118630 630 – –
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,117 1,117 802 –
2026 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,373 1,760 1,448 –
2027 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118318,100 278,446 156,324 153,967
2028 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 432,254 427,453 427,453
2029 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 336,791 336,791
2030 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 594,600
324,195 714,207 922,818 1,512,811
The Company
The following is the analysis of the deferred tax balances of the Company for financial reporting purposes:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118151,232 303,631 480,125 362,421
APPENDIX I ACCOUNTANTS’ REPORT
– I-53 –


--- page 464 ---
The following are the major deferred tax assets (liabilities) of the Company recognized and movements thereon
during the Track Record Period:
ECL
provision Tax losses
Share-
based
payments
Inventory
provision
Lease
liabilities
Depreciation
and
amortization
Right-of-
use assets Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2021 /H1118/H111877,331 – 5,206 11,447 72,922 – (69,465) 97,441
Credit (charge) to
profit or loss /H1118/H1118/H1118/H1118/H111846,176 – (456) 9,103 (8,556) (2,010) 9,534 53,791
At December 31,
2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118123,507 – 4,750 20,550 64,366 (2,010) (59,931) 151,232
Credit (charge) to
profit or loss /H1118/H1118/H1118/H1118/H111887,919 – 10,070 50,918 6,452 330 (3,290) 152,399
At December 31,
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118211,426 – 14,820 71,468 70,818 (1,680) (63,221) 303,631
Credit (charge) to
profit or loss /H1118/H1118/H1118/H1118/H111868,088 63,490 (6,614) 49,499 (11,758) 7,507 6,282 176,494
At December 31,
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118279,514 63,490 8,206 120,967 59,060 5,827 (56,939) 480,125
(Charge) credit to
profit or loss /H1118/H1118/H1118/H1118/H1118(29,106) (63,477) 3,996 (33,694) 25,386 3,952 (24,761) (117,704)
At September 30,
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118250,408 13 12,202 87,273 84,446 9,779 (81,700) 362,421
22. INVENTORIES
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Raw materials /H1118/H1118 795,424 758,588 502,921 641,097 466,356 440,739 410,475 401,047
Work in progress /H1118 4,420,398 3,768,697 4,050,507 4,720,338 3,579,474 3,120,917 3,012,352 2,619,169
Finished goods /H1118/H1118 5,877 38,705 – –––– –
Goods delivered /H1118 7,183,702 8,641,053 9,026,593 9,501,011 6,489,823 6,137,739 7,852,017 7,509,303
Total /H1118/H1118/H1118/H1118/H1118/H111812,405,401 13,207,043 13,580,021 14,862,446 10,535,653 9,699,395 11,274,844 10,529,519
APPENDIX I ACCOUNTANTS’ REPORT
– I-54 –


--- page 465 ---
23. BILLS, TRADE AND OTHER RECEIV ABLES
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables
– due from related
parties (note 42) /H1118 3,525,049 2,560,550 1,206,734 1,167,279 2,418,654 1,842,192 1,056,293 968,855
– due from third
parties /H1118/H1118/H1118/H1118/H1118/H11183,945,779 8,940,420 9,765,779 9,124,755 3,418,174 7,510,403 7,643,553 7,617,340
7,470,828 11,500,970 10,972,513 10,292,034 5,836,828 9,352,595 8,699,846 8,586,195
Less: Allowance for
credit losses /H1118/H1118/H1118/H1118(1,024,555) (1,752,128) (2,346,389) (2,127,988) (760,208) (1,326,016) (1,815,017) (1,623,195)
6,446,273 9,748,842 8,626,124 8,164,046 5,076,620 8,026,579 6,884,829 6,963,000
Bills receivables (Note)
– bank acceptance
bills /H1118/H1118/H1118/H1118/H1118/H1118/H1118367,711 637,259 956,233 564,742 215,620 520,228 646,402 444,039
Prepayments and
other receivables
Prepayment to
suppliers /H1118/H1118/H1118/H1118/H1118/H1118371,266 275,470 399,732 556,153 263,262 199,984 272,850 375,380
V alue added tax
recoverable /H1118/H1118/H1118/H1118/H1118142,379 376,768 571,176 581,215 – – 233,632 6,440
Deposits for tendering
and performance /H1118/H1118 99,590 87,704 83,221 73,990 71,125 59,591 60,038 47,620
Amounts due from
related parties –
trade related
(note 42) /H1118/H1118/H1118/H1118/H1118/H1118– – 6,981 989 – – 4,118 620
Amounts due from
related parties –
non-trade related
(note 42) /H1118/H1118/H1118/H1118/H1118/H1118– 78 538 – – – 17 –
Amounts due from
subsidiaries /H1118/H1118/H1118/H1118 – – – – 1,635,507 3,473,047 4,134,610 3,684,137
Deferred issue costs /H1118 – – – 23,007 – – – 23,007
Other receivables /H1118/H1118/H111825,052 42,348 47,135 41,731 15,210 31,292 30,862 27,321
Less: Allowance for
credit losses /H1118/H1118/H1118/H1118(25,467) (27,622) (32,738) (24,670) (13,243) (15,529) (20,004) (11,044)
612,820 754,746 1,076,045 1,252,415 1,971,861 3,748,385 4,716,123 4,153,481
7,426,804 11,140,847 10,658,402 9,981,203 7,264,101 12,295,192 12,247,354 11,560,520
Note: All the bills receivables of the Group were bank acceptance bills and are with a maturity period of less
than one year. For bills receivables, based on the historical data and management’s analysis, the
potential loss on collection of bills receivables is not material and no impairment loss is considered.
As at January 1, 2022, the Group’s and the Company’s trade receivables from contracts with customers
amounted to RMB4,667,159,000 and RMB3,721,525,000, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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The following is an aged analysis of trade receivables, net of allowance for credit losses, presented based on
revenue recognition dates:
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H11184,770,223 7,299,181 4,793,102 5,086,458 3,929,422 6,248,206 3,859,880 4,410,157
1 to 2 years /H1118/H1118/H1118/H1118/H11181,474,654 2,112,709 3,265,549 2,648,813 959,534 1,597,049 2,631,028 2,230,539
2 to 3 years /H1118/H1118/H1118/H1118/H1118201,396 311,932 567,473 428,775 187,664 156,304 393,921 322,304
Over 3 years /H1118/H1118/H1118/H1118 – 25,020 – – – 25,020 – –
6,446,273 9,748,842 8,626,124 8,164,046 5,076,620 8,026,579 6,884,829 6,963,000
Details of impairment assessment of bills, trade and other receivables of the Group and the Company are set
out in note 40.
As at December 31, 2022, 2023 and 2024 and September 30, 2025, the Group’s and the Company’s certain bills
receivables were pledged for issuance of bills payables or discounting to the banks. Details are set out in note 38.
The non-trade amounts due from related parties are unsecured, non-interest and repayable on demand. The
balances were settled before the date of this report.
The carrying amounts of bills, trade and other receivables that were denominated in foreign currencies other
than the functional currencies of the relevant group entities are set out below:
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
United State Dollar
(“US$”) /H1118/H1118/H1118/H1118/H1118/H1118169,184 321,448 226,134 363,903 168,150 273,147 192,265 334,263
European Dollar
(“EUR”) /H1118/H1118/H1118/H1118/H111838,584 33,555 139,414 263,733 16,816 16,544 126,900 234,603
Japanese Y en
(“JPY”) /H1118/H1118/H1118/H1118/H1118/H1118653 – 505 9,228 653 – 505 9,228
APPENDIX I ACCOUNTANTS’ REPORT
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24. CONTRACT ASSETS
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Retention receivables
– due from related
parties (note
42) /H1118/H1118/H1118/H1118/H1118/H1118/H1118541,846 235,637 72,915 291,048 468,190 221,000 56,576 188,489
– due from third
parties /H1118/H1118/H1118/H1118/H1118733,661 1,413,841 690,558 605,627 530,370 1,138,291 511,740 514,267
– due from
subsidiaries /H1118/H1118/H1118 – – – – 33,271 1,697 – –
1,275,507 1,649,478 763,473 896,675 1,031,831 1,360,988 568,316 702,756
Less: Allowance for
credit losses /H1118/H1118/H1118/H1118(63,775) (82,474) (38,174) (44,834) (49,928) (67,965) (28,416) (35,138)
1,211,732 1,567,004 725,299 851,841 981,903 1,293,023 539,900 667,618
As at January 1, 2022, the Group’s and the Company’s contract assets amounted to RMB841,341,000 and
RMB662,674,000, respectively.
The intelligent equipment sales contracts include the terms that require certain portion of the contract value
to be withheld by the customers until the expiry of the warranty period.
The Group typically agrees to a retention period for one year for 10% of the contract value. This amount is
included in contract assets until the end of the retention period as the Group’s entitlement to this final payment is
conditioned on the equipments not having quality issue.
The contract assets are transferred to trade receivables when the warranty obligations expire.
Details of impairment assessment of contract assets of the Group and the Company are set out in note 40.
25. FINANCIAL ASSETS AT FVTPL
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Financial assets
mandatorily
measured at
FVTPL
(Note i) :
– structured
deposits ( Note
ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118301,105 60,016 432,278 1,116,918 200,553 – 382,266 916,918
Notes:
i. Details of the fair value measurement for financial assets at FVTPL are set out in note 40.
ii. The structured deposits were short-term investments issued by banks and financial institutions with no
predetermined or guaranteed return. These financial assets were with expected rates of return (not
guaranteed), depending on the market price of underlying financial instruments, including listed shares,
bonds, debentures and other financial assets.
APPENDIX I ACCOUNTANTS’ REPORT
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26. BILLS RECEIV ABLES AT FVTOCI
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Bills receivables /H1118 1,246,961 917,790 785,988 740,770 994,558 723,888 497,515 422,921
As at December 31, 2022, 2023 and 2024 and September 30, 2025, certain bills which were held by the Group
and the Company for the practice of endorsing to suppliers or discounting to banks before the bills due for payment
were classified as “bills receivables at FVTOCI”. All the bills receivables are with a maturity period of less than one
year.
The credit risk on bills receivables at FVTOCI is limited because the counterparties are banks with high credit-
ratings assigned by credit rating agencies. In the view of the directors of the Company, the credit risk of bills
receivables at FVTOCI was minimal and no impairment was provided.
Details of impairment assessment of bills receivables at FVTOCI are set out in note 40.
27. TRANSFERS OF FINANCIAL ASSETS
Transferred financial assets that were derecognized in their entirety:
The Group has discounted certain bills receivables to banks or endorsed to certain suppliers for settlement of
trade payables. These bills are issued or guaranteed by reputable PRC banks with high credit ratings, therefore the
directors of the Company consider the substantial risks in relation to these bills are interest risk as the credit risk
arising from these bills are minimal. Upon the discount/endorsement of these bills, the Group has transferred
substantially all the risks of these bills to relevant banks/suppliers, hence the Group has derecognized these bills
receivables.
As at December 31, 2022, 2023 and 2024 and September 30, 2025, the Group’s bills receivables at FVTOCI
amounted to RMB731,555,000, RMB1,045,988,000, RMB680,297,000 and RMB384,213,000, respectively, which
were endorsed to certain suppliers for settlement of trade payables but not mature that are derecognized in their
entirety. As at December 31, 2022, 2023 and 2024 and September 30, 2025, the Group’s bills receivables at FVTOCI
amounted to RMB705,013,000, RMB1,159,568,000, RMB575,405,000 and RMB654,036,000, respectively, which
were discounted to the banks but not mature that are derecognized in their entirety.
Transferred financial assets that were not derecognized in their entirety:
As at December 31, 2022, 2023 and 2024 and September 30, 2025, included in the Group’s bills receivables
amounted to RMB178,204,000, RMB41,178,000, RMB330,218,000 and RMB161,784,000, respectively, which were
endorsed to certain suppliers for settlement of trade payables on a full recourse basis that are not derecognized in their
entirety. As the Group has not transferred the significant risks and rewards relating to the bill receivables to its
suppliers upon endorsement, it continues to recognize the full carrying amount of bill receivables and trade payables
from the endorsement of the bills with full recourse.
As at December 31, 2022, 2023 and 2024 and September 30, 2025, included in the Group’s bills receivables
amounted to nil, RMB184,171,000, RMB82,796,000 and RMB5,489,000, respectively, which were discounted to the
banks on a full recourse basis that are not derecognized in their entirety. As the Group has not transferred the
substantial risks and rewards, it continues to recognize the bills receivables and has recognized the cash received on
the transfer as the pledged borrowings.
APPENDIX I ACCOUNTANTS’ REPORT
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28. CASH AND CASH EQUIV ALENTS/RESTRICTED BANK DEPOSITS/TIME DEPOSITS
The Group’s and the Company’s cash and cash equivalents include demand deposits and short-term deposits
for the purpose of meeting the Group’s short term cash commitments, which carry interest at market rates range from
0.05% to 1.80%, 0.20% to 1.50%, 0.10% to 1.15% and 0.10% to 1.15% per annum as at December 31, 2022, 2023
and 2024 and September 30, 2025, respectively.
The Group’s and the Company’s restricted bank deposits consist primarily of restricted bank balances pledged
to banks for issuing bills payables. All restricted bank balances are placed in major financial institutions in segregated
accounts. The restricted bank deposits carried interest at market rates which range from 0.25% to 1.55%, 0.20% to
1.45%, 0.10% to 1.85% and 0.05% to 1.85% per annum as at December 31, 2022, 2023 and 2024 and September 30,
2025, respectively.
The Group’s and the Company’s time deposits carry interest at prevailing market rates from 3.15% to 3.99%,
3.15% to 3.99%, 3.15% to 3.40% and 1.00% to 1.20% per annum as at December 31, 2022, 2023 and 2024 and
September 30, 2025, respectively, with original maturity of more than three months.
The Group’s and the Company’s cash and cash equivalents, restricted bank deposits and time deposits that are
mainly denominated in currencies other than the functional currency are set out below:
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118122,166 238,448 156,658 476,717 120,077 232,133 141,756 439,144
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118268,271 100,320 59,527 138,437 107,205 97,951 59,527 129,318
JPY /H1118/H1118/H1118/H1118/H1118/H1118/H1118474 31,823 5,199 26,981 474 31,823 5,199 26,981
Korean Won
(“KRW”) /H1118/H1118/H1118 1,815 – 1 380 1,338 – 1 380
APPENDIX I ACCOUNTANTS’ REPORT
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29. BILLS, TRADE AND OTHER PAYABLES
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade payables
– due to related
parties (note
42) /H1118/H1118/H1118/H1118/H111823,171 27,347 27,066 28,233 23,171 27,347 25,577 27,571
– due to third
parties /H1118/H1118/H1118/H11184,268,568 3,870,635 3,752,519 3,923,477 3,246,808 2,927,336 2,437,516 2,545,686
4,291,739 3,897,982 3,779,585 3,951,710 3,269,979 2,954,683 2,463,093 2,573,257
Trade payables
under supplier
finance
arrangements /H1118 – – 32,649 266,736 – – 32,649 266,736
Bills payables
(Note) /H1118/H1118/H1118/H1118/H11185,697,822 4,959,276 3,176,070 3,890,039 4,561,029 4,046,574 2,777,416 2,840,547
Payables for
acquisition of
property, plant
and equipment /H1118 133,737 142,895 292,070 256,778 94,470 107,926 203,471 153,911
Payroll payables /H1118 558,009 650,099 639,254 467,048 385,201 465,449 450,402 311,725
V alue added tax
and other taxes
payable /H1118/H1118/H1118/H1118168,162 191,878 40,607 73,379 135,552 150,596 13,282 12,217
Amounts due to
related parties
– non-trade
related
(note 42) /H1118/H1118 – 11,630 11,630 – – 11,630 11,630 –
Amounts due to
subsidiaries /H1118/H1118 – – – – 140,379 114,483 2,050,589 944,795
Accrued issue
costs /H1118/H1118/H1118/H1118/H1118– – – 6,600 – – – 6,600
Other payables /H1118/H1118 151,676 165,387 142,045 142,160 226,298 204,602 91,038 67,299
6,709,406 6,121,165 4,334,325 5,102,740 5,542,929 5,101,260 5,630,477 4,603,830
11,001,145 10,019,147 8,113,910 9,054,450 8,812,908 8,055,943 8,093,570 7,177,087
Note: These relate to trade payables in which the Group has issued bills to the relevant suppliers for settlement
of trade payables. The suppliers can obtain the invoice amounts from the bank on the maturity date of
the bills. The Group continues to recognize these trade payables as the Group are obliged to make
payments to the relevant banks on due dates of the bills, under the same conditions as agreed with the
suppliers without further extension. In the consolidated statement of cash flows, settlements of these
bills by the Group are included within operating cash flows based on the nature of the arrangements.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 471 ---
The following is an aged analysis of trade payables (including supplier finance arrangements) presented based
on invoice date at the end of the reporting period:
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H11184,291,739 3,897,982 3,812,234 4,218,446 3,269,979 2,954,683 2,495,742 2,839,993
The non-trade amounts due to related parties are unsecured, non-interest and repayable on demand. The
balances were settled before September 30, 2025.
The Group’s and the Company’s bills, trade and other payables that are denominated in currencies other than
the functional currency are set out below:
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118962 6,124 7,205 7,816 846 772 865 2,722
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H11181,246 1,432 15,527 6,305 1,246 14 7,178 6,305
JPY /H1118/H1118/H1118/H1118/H1118/H1118/H11182 2 3–– – 2 2 3–– –
KRW /H1118/H1118/H1118/H1118/H1118/H11183 1–– –––– –
30. CONTRACT LIABILITIES
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Sales of
equipment
– from related
parties (note
42) /H1118/H1118/H1118/H1118/H1118336,477 384,014 1,156,504 1,641,488 230,967 131,034 771,509 999,550
– from third
parties /H1118/H1118/H1118/H11189,794,999 12,188,725 10,440,485 11,653,173 8,423,161 11,154,160 9,730,302 10,106,907
10,131,476 12,572,739 11,596,989 13,294,661 8,654,128 11,285,194 10,501,811 11,106,457
Contract liabilities that are expected to be settled within the Group’s and the Company’s normal operating
cycle are classified as current liabilities based on the Group’s and the Company’s earliest obligation to transfer goods
to the customers.
As at January 1, 2022, the Group’s and the Company’s contract liabilities amounted to RMB3,862,928,000 and
RMB3,226,794,000, respectively.
As at January 1, 2022, 2023, 2024 and 2025, the Group’s contract liabilities of RMB3,359,301,000,
RMB7,662,492,000, RMB6,933,726,000 and RMB5,979,888,000 were recognized as revenue during the years ended
December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025, respectively.
As at January 1, 2022, 2023, 2024 and 2025, the Company’s contract liabilities of RMB2,723,167,000,
RMB6,269,922,000, RMB5,923,655,000 and RMB4,978,972,000 were recognized as revenue during the years ended
December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 472 ---
31. BORROWINGS
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Secured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 184,171 82,796 5,489
Unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 4,180,012 3,201,035
– 184,171 4,262,808 3,206,524
The carrying amounts of the above
borrowings are repayable:
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 184,171 1,786,226 823,635
Within a period of more than one
year but not exceeding two
years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,172,666 1,812,437
Within a period of more than two
years but not exceeding five
years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,303,916 570,452
– 184,171 4,262,808 3,206,524
Less: Amounts due within one year
shown under current liabilities /H1118/H1118/H1118 – (184,171) (1,786,226) (823,635)
Amounts shown under non-current
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,476,582 2,382,889
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Secured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 184,171 – 5,489
Unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 3,909,808 3,201,035
– 184,171 3,909,808 3,206,524
The carrying amounts of the above
borrowings are repayable:
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 184,171 1,433,226 823,635
Within a period of more than one
year but not exceeding two
years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,172,666 1,812,437
Within a period of more than two
years but not exceeding five
years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,303,916 570,452
– 184,171 3,909,808 3,206,524
Less: Amounts due within one year
shown under current liabilities /H1118/H1118/H1118 – (184,171) (1,433,226) (823,635)
Amounts shown under non-current
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,476,582 2,382,889
APPENDIX I ACCOUNTANTS’ REPORT
– I-62 –


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The exposure of the Group’s and the Company’s borrowings are as follows:
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Fixed-rate borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 184,171 2,266,329 1,294,275
V ariable-rate borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,996,479 1,912,249
– 184,171 4,262,808 3,206,524
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Fixed-rate borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 184,171 1,913,329 1,294,275
V ariable-rate borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,996,479 1,912,249
– 184,171 3,909,808 3,206,524
The ranges of effective interest rates (which are also equal to contracted interest rates) on the Group’s and the
Company’s borrowings are as follows:
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
Fixed-rate borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 0.71%~1.53% 0.76%~2.70% 0.95%~2.70%
V ariable-rate borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A N/A 2.48%~2.70% 2.25%~2.70%
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
Fixed-rate borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 0.71%~1.53% 2.10%~2.70% 0.95%~2.70%
V ariable-rate borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A N/A 2.48%~2.70% 2.25%~2.70%
The Group’s and the Company’s borrowings that are denominated in currencies other than the functional
currency are set out below:
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 309,101 – – – 309,101 –
APPENDIX I ACCOUNTANTS’ REPORT
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32. LEASE LIABILITIES
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Lease liabilities payable:
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118133,582 162,878 150,646 137,404
Within a period of more than one
year but
not exceeding two years /H1118/H1118/H1118/H1118/H1118102,261 107,520 96,926 147,413
Within a period of more than two
years but
not exceeding five years /H1118/H1118/H1118/H1118/H1118204,380 202,376 175,985 262,770
Within a period of more than five
years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,822 –
440,223 472,774 426,379 547,587
Less: Amounts due for settlement
within 12 months shown under
current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(133,582) (162,878) (150,646) (137,404)
Amounts due for settlement after 12
months shown under non-current
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118306,641 309,896 275,733 410,183
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Lease liabilities payable:
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118123,718 155,539 149,596 137,433
Within a period of more than one
year but
not exceeding two years /H1118/H1118/H1118/H1118/H1118101,921 106,961 95,038 147,413
Within a period of more than two
years but
not exceeding five years /H1118/H1118/H1118/H1118/H1118203,467 197,980 175,985 262,770
Within a period of more than five
years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,822 –
429,106 460,480 423,441 547,616
Less: Amounts due for settlement
within 12 months shown under
current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(123,718) (155,539) (149,596) (137,433)
Amounts due for settlement after 12
months shown under non-current
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118305,388 304,941 273,845 410,183
During the Track Record Period, the incremental borrowing rates applied to lease liabilities from 2.33% to
4.60%.
APPENDIX I ACCOUNTANTS’ REPORT
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33. DEFERRED INCOME
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At the beginning
of the
year/period /H1118/H1118 53,692 62,033 73,118 97,760 53,692 62,033 42,896 38,216
Received /H1118/H1118/H1118/H1118/H111826,500 30,237 35,589 43,357 26,500 – 4,203 31,297
Released to profit
or loss /H1118/H1118/H1118/H1118/H1118(18,159) (19,152) (10,947) (23,498) (18,159) (19,137) (8,883) (19,608)
At the ending of
the year/period /H1118 62,033 73,118 97,760 117,619 62,033 42,896 38,216 49,905
The Group and the Company received various government grants aimed at encouraging the research and
development projects or the assets acquisition. Government grants received for which related research and
development expenditure has not yet been undertaken are included in deferred income in the consolidated statement
of financial position and recognized in the profit or loss over the period necessary to match them with the
expenditures that they are intended to compensate. Government grants received related to assets are recognized in
profit or loss over the expected useful lives of the relevant assets.
34. SHARE CAPITAL
Notes
Number of
ordinary shares
Nominal value
of shares
’000 RMB’000
Ordinary shares of RMB1 each
Authorized and issued
At January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,563,794 1,563,794
Exercise of share schemes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118i 2,406 2,406
Repurchase and cancelation of restricted shares /H1118/H1118/H1118/H1118/H1118/H1118ii (37) (37)
At December 31, 2022, 2023 and 2024 and September
30, 2024 (unaudited) and 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,566,163 1,566,163
Notes:
i. During the year ended December 31, 2022, 1,565,440 and 294,400 share options under the 2019 Share
Option Scheme (defined in note 36), and 546,450 restricted shares under the 2022 RS Plan (defined in
note 36) were exercised at a subscription price of RMB13.461, RMB22.75 and RMB34.93 per share,
respectively, resulting in the issuance of an aggregate 2,405,890 ordinary shares of par value of RMB1
each in the Company. The aggregated cash inflows from exercise of share options and restricted shares
amounted to RMB46,857,000, including an increase of RMB2,406,000 in share capital and
RMB44,451,000 in share premium.
ii. During the year ended December 31, 2022, some of the Company’s original incentive recipients resigned
under the 2018 restricted share plan and lost their right to receive incentive. Therefore, the Company
repurchased and canceled 37,383 restricted shares previously held by these incentive recipients with a
deduction from the treasury shares of RMB296,000, including a reduction of RMB37,000 in share
capital and RMB259,000 in share premium.
Pursuant to the 2018 restricted share plan, the restrictions on the registered shares were released since
June 2022. Thus, the Company canceled the remaining treasury shares, which led a deduction of
RMB9,143,000 in treasury shares.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 476 ---
35. TREASURY SHARES
Pursuant to the resolution of board of directors held on June 12, 2023, the Company passed the proposal for
a program to repurchase the Company’s shares for future shares/share options grant held under employee
shareholding platforms to be transferred to individual grantees after they exercise their rights. During the years ended
December 31, 2023 and 2024, 11,273,397 and 100 shares were repurchased in a total consideration of approximately
RMB350,017,000 and RMB2,000, respectively. There were no shares repurchased during the nine months ended
September 30, 2024 (unaudited) and 2025.
During the nine months ended September 30, 2025, the Company transferred 121,200 Type II restricted shares
under 2023 RS Plan (defined in note 36) with a deduction from the treasury shares of RMB3,763,000, and received
a total subscription payment of RMB1,652,000 from eligible incentive participants.
As at December 31, 2023 and 2024 and September 30, 2024 (unaudited) and 2025, the Company had
11,273,397, 11,273,497, 11,273,397 (unaudited) and 11,152,297 shares amounted to RMB350,017,000,
RMB350,019,000, RMB350,017,000 (unaudited) and RMB346,256,000, respectively, were presented as “Treasury
Shares” in the consolidated statement of changes in equity.
36. SHARE-BASED PAYMENT TRANSACTIONS
The Group has adopted several equity-settled share incentive plans (collectively as the “SIP”), pursuant to
which the Company granted restricted shares (including Type I and Type II restricted shares) and share options, and
the subsidiaries of the Group granted restricted shares, for the purpose of providing incentives to eligible participants
who contribute to the success of the Group’s operations. Eligible participants of the schemes include the Company’s
directors and the Group’s employees.
Restricted share plans
The Company granted both Type I and Type II restricted shares. Type I restricted shares under the SIP are valid
for a maximum of 48 months from the date of completion of registration of the grant of restricted shares to the date
of release of all restricted shares or cancelation of repurchase; Type II restricted shares under the SIP are valid for
a maximum of 48 months from the date of grant of restricted shares to the date of full vesting or lapsing.
Type I restricted shares refers to ordinary shares issued to the participants with certain restrictions stipulated
under the SIP . On the grant date of Type I restricted shares, the participants of Type I restricted shares were entitled
to receive newly issued ordinary shares of the Company or receive shares purchased by the Company from secondary
market, with certain restrictions stipulated under the SIP . Type II restricted shares refers to ordinary shares granted
to the participants pursuant to which ordinary shares could be newly issued or purchased by the Company from
secondary market and subscribed for upon the satisfaction of the Group’s performance appraisal and individual
performance appraisal under the SIP . Upon the satisfaction of certain vesting conditions under the SIP , the
participants of Type II restricted shares have the right to subscribe new ordinary shares or receive shares purchased
by the Company from secondary market. These granted restricted shares have a contractual term of no more than 48
months and will be released (Type I restricted shares) or vested (Type II restricted shares) 30%, 30% and 40%,
respectively over a three-year period beginning 12 months after the grant date.
According to the SIP , the grant price of both Type I and Type II restricted shares would be adjusted if the
Company declared cash or share dividends or transferred share premium into share capital.
On October 11, 2021, the board of directors approved 2,031,500 Type II restricted shares to 323 participants
and the original vesting price was RMB35.43 per share (the “2021 RS Plan”). Since the Company declared cash
dividends of RMB0.50 per share in June 2022, the grant price was then adjusted to RMB34.93 per share after June
2022. Since the Company declared cash dividends of RMB0.54 per share in June 2023, the grant price was then
adjusted to RMB34.39 per share after June 2023. Since the Company declared cash dividends of RMB0.34 per share
in June 2024, the grant price was then adjusted to RMB34.05 per share after June 2024. Since the Company declared
cash dividends of RMB0.06 per share in June 2025, the grant price was then adjusted to RMB33.99 per share after
June 2025.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 477 ---
Movements in the number of 2021 RS Plan and the exercise price per share were as follows:
Number of shares
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(unaudited)
Outstanding at the beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,031,500 1,279,050 1,100,050 1,100,050 549,000
Exercised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(546,450) ––––
Forfeited/lapsed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(206,000) (179,000) (551,050) (109,900) (118,000)
Outstanding at the ending of the year/period /H1118 1,279,050 1,100,050 549,000 990,150 431,000
Exercise price per share
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB RMB RMB RMB RMB
(unaudited)
Outstanding at the beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835.43 34.93 34.39 34.39 34.05
Exercised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834.93 N/A N/A N/A N/A
Forfeited/lapsed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834.93 34.39 34.05 34.05 33.99
Outstanding at the ending of the year/period /H1118 34.93 34.39 34.05 34.05 33.99
On October 14, 2022, the board of directors approved 6,225,700 Type II restricted shares to 1,296 participants
and the original vesting price was RMB27.77 per share (the “2022 RS Plan”). Since the Company declared cash
dividends of RMB0.54 per share in June 2023, the grant price was then adjusted to RMB27.23 per share after June
2023. Since the Company declared cash dividends of RMB0.34 per share in June 2024, the grant price was then
adjusted to RMB26.89 per share after June 2024. Since the Company declared cash dividends of RMB0.06 per share
in June 2025, the grant price was then adjusted to RMB26.83 per share after June 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-67 –


--- page 478 ---
Movements in the number of 2022 RS Plan and the exercise price per share were as follows:
Number of shares
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(unaudited)
Outstanding at the beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,225,700 5,488,000 5,488,000 3,358,250
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,225,700 ––––
Forfeited/lapsed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (737,700) (2,129,750) (611,000) (453,740)
Outstanding at the ending of the year/period /H1118 6,225,700 5,488,000 3,358,250 4,877,000 2,904,510
Exercise price per share
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB RMB RMB RMB RMB
(unaudited)
Outstanding as at the beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 27.77 27.23 27.23 26.89
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827.77 N/A N/A N/A N/A
Forfeited/lapsed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 27.23 26.89 26.89 26.83
Outstanding at the ending of the year/period /H1118 27.77 27.23 26.89 26.89 26.83
On October 19, 2023, the board of directors approved 875,000 Type II restricted shares to 52 participants and
the original vesting price was RMB13.97 per share (the “2023 RS Plan”). Since the Company declared cash dividends
of RMB0.34 per share in June 2024, the grant price was then adjusted to RMB13.63 per share after June 2024. Since
the Company declared cash dividends of RMB0.06 per share in June 2025, the grant price was then adjusted to
RMB13.57 per share after June 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-68 –


--- page 479 ---
Movements in the number of 2023 RS Plan and the exercise price per share were as follows:
Number of shares
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(unaudited)
Outstanding at the beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 855,000 855,000 575,000
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 875,000 – – –
Exercised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (121,200)
Forfeited/lapsed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (20,000) (280,000) (210,000) (171,000)
Outstanding at the ending of the year/period /H1118 – 855,000 575,000 645,000 282,800
Exercise price per share
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB RMB RMB RMB RMB
(unaudited)
Outstanding at the beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A N/A 13.97 13.97 13.63
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 13.97 N/A N/A N/A
Exercised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A N/A N/A N/A 13.57
Forfeited/lapsed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 13.97 13.63 13.63 13.57
Outstanding at the ending of the year/period /H1118 N/A 13.97 13.63 13.63 13.57
On October 22, 2024, the board of directors approved 9,110,300 Type II restricted shares to 745 participants
and the original vesting price was RMB9.25 per share (the “2024 RS Plan”). Since the Company declared cash
dividends of RMB0.06 per share in June 2025, the grant price was then adjusted to RMB9.19 per share after June
2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-69 –


--- page 480 ---
Movements in the number of 2024 RS Plan and the exercise price per share were as follows:
Number of shares
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(unaudited)
Outstanding at the beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 9,039,500
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 9,110,300 – –
Forfeited/lapsed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (70,800) – (1,322,600)
Outstanding at the ending of the year/period /H1118 – – 9,039,500 – 7,716,900
Exercise price per share
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB RMB RMB RMB RMB
(unaudited)
Outstanding at the beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A N/A N/A N/A 9.25
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A N/A 9.25 N/A N/A
Forfeited/lapsed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A N/A 9.25 N/A 9.19
Outstanding at the ending of the year/period /H1118 N/A N/A 9.25 N/A 9.19
The Black-Scholes option pricing model has been used to estimate the fair value of restricted shares. The
variables and assumptions used in computing the fair value of restricted shares were valued by the directors of the
Company with reference to valuation reports carried out by an independent qualified professional valuer, Shanghai
Rongzheng Investment Consulting Co. (“ʮ̡”) (Room 6288, Block D, Building 6, No.
500, Huapu Road, Qingpu District, Shanghai, China). The weighted average fair value per share for restricted shares
granted during the years ended December 31, 2022, 2023 and 2024 was RMB26.17, RMB12.34 and RMB10.59,
respectively. There were no restricted shares granted during the nine months ended September 30, 2024 (unaudited)
and 2025.
Changes in variables and assumptions may result in changes in the fair value of restricted shares. These fair
values and corresponding inputs into the model were as follows:
Restricted share plan
Closing price
per share of
grant date
Unadjusted
grant price
Expected
volatility Expected life Risk-free rate
Expected
dividend yield
RMB RMB % years % %
2021 RS Plan /H1118/H1118/H1118/H1118/H1118/H111870.52 35.43 24.69-25.08 3 1.5-2.75 0.92
2022 RS Plan /H1118/H1118/H1118/H1118/H1118/H111852.99 27.77 25.06-26.90 3 1.5-2.75 0.20
2023 RS Plan /H1118/H1118/H1118/H1118/H1118/H111825.60 13.97 18.79-20.73 3 1.5-2.75 0.01
2024 RS Plan /H1118/H1118/H1118/H1118/H1118/H111819.35 9.25 25.17-31.00 3 1.5-2.75 0.00
Share option scheme
The Company adopted 2019 share option scheme (the “2019 Share Option Scheme”) pursuant to the
resolutions passed on August 27, 2019.
On September 12, 2019, 2,930,000 options were granted to eligible employees with an exercise price of
RMB22.80 per share. The vesting periods granted were 3 years from the grant date. According to the Group’s
performance appraisal and individual performance appraisal, 30%, 30% and 40% of options would be vested
respectively. Since the Company declared cash dividends of RMB0.16 per share in July 2020, the exercise price was
then adjusted to RMB27.64 per share after July 2020. Since the Company declared cash dividends of RMB0.30 per
share and transferred share premium into share capital with six new shares issued for every ten existing shares in June
2021, the exercise price was then adjusted to RMB13.96 per share after June 2021.
APPENDIX I ACCOUNTANTS’ REPORT
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On August 17, 2020, 522,000 options were granted to eligible employees with an exercise price of RMB37.50
per share. The vesting periods were 2 years from the grant date. According to the Company’s performance appraisal
and individual performance appraisal, 50% and 50% of options would be vested respectively. Since the Company
declared cash dividends of RMB0.30 per share and transferred share premium into share capital with six new shares
issued for every ten existing shares in June 2021, the exercise price was then adjusted to RMB22.75 per share after
June 2021.
The Black-Scholes option pricing model has been used to estimate the fair value of share options.
During the year ended December 31, 2022, 1,565,440 and 294,400 share options were exercised at a price of
RMB13.961 and RMB22.75, respectively. 74,240 share options were forfeited during the year ended December 31,
2022.
As at December 31, 2022, 2023 and 2024 and September 30, 2025, there was no remained outstanding options
under the 2019 Share Option Scheme.
Share-based incentive schemes of subsidiaries
According to the resolution of board of directors held on December 12, 2022, the Company passed the Proposal
on the Implementation of capital increase of the wholly-owned subsidiaries, Jiangsu Lead Technology, Jiangsu
Qingdao Intelligent and Wuxi Guangdao and the introduction of employee shareholding platforms, which are
controlled by Mr. Wang Y anqing, in order to optimize the governance structure of Jiangsu Lead Technology, Jiangsu
Qingdao Intelligent and Wuxi Guangdao, raise funds to further develop business, stabilize and attract talents.
The Group engaged an independent qualified professional valuer, V ocation, the details of which are provided
in note 18, to determine the fair values per registered capital of Jiangsu Lead Technology, Jiangsu Qingdao Intelligent
and Wuxi Guangdao. The valuer reviewed the appropriateness of three basic valuation approaches (the income
approach, the asset-based approach, and the market approach), factoring in the individual developmental stages of
each company. In the case of Jiangsu Lead Technology, characterized by stable cash flows and established
profitability, the income approach was deemed most suitable. In contrast, for Jiangsu Qingdao Intelligent and Wuxi
Guangdao, currently in the research and development phase without predictable cash flows or profitability, the
asset-based approach was considered to be more appropriate. Consequently, on the purchase date, the fair value per
registered capital of Jiangsu Lead Technology, Jiangsu Qingdao Intelligent and Wuxi Guangdao was RMB15.05,
RMB1.67 and RMB1.03, respectively. Employees enjoyed shareholder rights after they obtained the shares and could
sell their shares if the five-year service period conditions were met. The management accounted for the share-based
incentive schemes of subsidiaries as an equity-settled share-based payment.
During the Track Record Period, the equity-settled share-based payments expenses have been charged to the
consolidated statement of profit or loss as follows:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Share-based payments expenses
– Restricted share plans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,048 84,280 353 27,996 30,153
– Share-based incentive schemes of
subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,895 3,474 2,606 2,606
– Share option scheme /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,953 ––––
55,001 87,175 3,827 30,602 32,759
Share-based payments expenses attributable
to:
– Owner of the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,001 85,091 3,053 30,109 31,209
– Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,084 774 493 1,550
55,001 87,175 3,827 30,602 32,759
APPENDIX I ACCOUNTANTS’ REPORT
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37. CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure that the Group will be able to continue as a going concern while
maximising the return to its equity holders through the optimization of the debt and equity balance. The Group’s
overall strategy remains unchanged throughout the Track Record Period.
The capital structure of the Group consists of debt which includes borrowings and lease liabilities, net of cash
and cash equivalents and equity, comprising paid-in/share capital, reserves and retained profits.
The management of the Group review the capital structure on an ongoing basis. As part of this review, the
management consider the cost of capital and the risks associated with each class of capital. Based on
recommendations of the management, the Group will balance its overall capital structure through the issue of new
capital, as well as the issue of new debt or the redemption of existing debt.
38. PLEDGE OF ASSETS
The following assets have been pledged to various banks for obtaining line of credit and, securing of the
Group’s banking facilities or the issue of bills payables at the end of each reporting period:
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Bills receivables /H1118 47,213 235,942 82,796 8,283 – 184,171 – –
Time deposits /H1118/H1118 – – – 63,525 – – – 63,525
Restricted bank
deposits /H1118/H1118/H1118/H11181,698,261 1,384,077 869,269 674,804 1,321,358 1,036,064 626,684 450,674
Total /H1118/H1118/H1118/H1118/H1118/H11181,745,474 1,620,019 952,065 746,612 1,321,358 1,220,235 626,684 514,199
39. CAPITAL COMMITMENT
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Capital expenditures contracted for
but not provided in the Historical
Financial Information in respect
of acquisition of property, plant
and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,002,781 735,025 396,340 253,335
APPENDIX I ACCOUNTANTS’ REPORT
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40. FINANCIAL INSTRUMENTS
A. Categories of financial instruments
Financial assets
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Amortized cost /H1118/H111813,296,866 14,285,754 14,016,688 14,432,743 11,773,233 14,642,882 15,040,932 15,468,530
Bills receivables
at FVTOCI /H1118/H11181,246,961 917,790 785,988 740,770 994,558 723,888 497,515 422,921
Financial assets at
FVTPL /H1118/H1118/H1118/H1118301,105 60,016 432,278 1,116,918 200,553 – 382,266 916,918
Equity instrument
at FVTOCI /H1118/H1118 – – 5,000 5,000 – – 5,000 5,000
14,844,932 15,263,560 15,239,954 16,295,431 12,968,344 15,366,770 15,925,713 16,813,369
Financial liabilities
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Amortized cost /H1118/H111810,274,974 9,361,341 11,696,857 11,720,547 8,292,155 7,624,069 11,539,694 10,059,669
B. Financial risk management objectives and policies
The Group’s and the Company’s major financial instruments include bills, trade and other receivables,
financial assets at FVTPL, bills receivables at FVTOCI, equity instrument at FVTOCI, restricted bank deposits, time
deposits, cash and cash equivalents, bills, trade and other payables and borrowings. Details of the financial
instruments are disclosed in respective notes.
The risks associated with these financial instruments include market risk (including currency risk and interest
rate risk), credit risk and liquidity risk. The policies on how to mitigate these risks are set out below. The management
of the Group manages and monitors these exposures to ensure appropriate measures are implemented on a timely and
effective manner.
APPENDIX I ACCOUNTANTS’ REPORT
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Market risk
(a) Currency risk
Several group entities have foreign currency sales and purchases, bank balances, trade receivables and trade
payables denominated in US$, EUR, JPY etc., which expose the Group to foreign currency risk.
The carrying amounts of the Group’s and the Company’s foreign currency denominated monetary assets and
monetary liabilities at the end of each reporting period are mainly as follows:
Assets
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118291,350 559,896 382,792 840,620 288,227 505,280 334,021 773,407
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118306,855 133,875 198,941 402,170 124,021 114,495 186,427 363,921
JPY /H1118/H1118/H1118/H1118/H1118/H1118/H11181,127 31,823 5,704 36,209 1,127 31,823 5,704 36,209
KRW /H1118/H1118/H1118/H1118/H1118/H11181,815 – 1 380 1,338 – 1 380
Liabilities
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118962 6,124 316,306 7,816 846 772 309,966 2,722
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H11181,246 1,432 15,527 6,305 1,246 14 7,178 6,305
JPY /H1118/H1118/H1118/H1118/H1118/H1118/H11182 2 3–– – 2 2 3–– –
KRW /H1118/H1118/H1118/H1118/H1118/H11183 1–– –––– –
Sensitivity analysis
The following table details the Group’s and the Company’s sensitivity to a 5% increase and decrease in RMB
against the relevant foreign currencies, the foreign currency with which the Group and the Company may have a
material exposure. 5% represents management’s assessment of the reasonably possible change in foreign exchange
rate. The sensitivity analysis uses outstanding foreign currency denominated monetary items as a base and adjusts
their translation at the end of each reporting period for a 5% change in foreign currency rate. A positive number below
indicates an increase in post-tax profit for the year/period where RMB strengthens 5% against the relevant currencies.
For a 5% weakening of RMB against relevant currencies, there would be an equal and opposite impact on post-tax
profit for the year/period.
The Group The Company
As at December 31,
As at
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
US$ /H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,341) (23,535) (2,826) (35,394) (12,214) (21,442) (1,022) (32,754)
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,988) (5,629) (7,795) (16,824) (5,218) (4,865) (7,618) (15,199)
JPY /H1118/H1118/H1118/H1118/H1118/H1118/H1118(38) (1,352) (242) (1,539) (38) (1,352) (242) (1,539)
KRW /H1118/H1118/H1118/H1118/H1118/H1118(76) – – (16) (57) – – (16)
APPENDIX I ACCOUNTANTS’ REPORT
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(b) Interest rate risk
The Group and the Company are primarily exposed to fair value interest rate risk in relation to bills receivables
at FVTOCI (note 26), time deposits (note 28), fixed-rate borrowings (note 31) and lease liabilities (note 32) and cash
flow interest rate risk in relation to variable-rate cash and cash equivalents (note 28) and variable-rate restricted bank
deposits (note 28) and variable-rate borrowings (note 31). The Group currently does not have an interest rate hedging
policy to mitigate interest rate risk; nevertheless, the management monitors interest rate exposure and will consider
hedging significant interest rate risk should the need arise.
Sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to interest rates at the end of the
reporting period. The analysis is prepared assuming the financial instruments outstanding at the end of the reporting
period were outstanding for the whole year. A 50 basis point increase or decrease in variable-rate borrowings are used
represents management’s assessment of the reasonably possible change in interest rates. Cash and cash equivalents
and restricted bank deposits are excluded from sensitivity analysis as the management considers that the exposure of
cash flow interest rate risk arising from variable-rate bank balances is insignificant.
If interest rates on variable-rate borrowings had been 50 basis points higher/lower and all other variables were
held constant, the Group’s post-tax profit for the years ended December 31, 2022, 2023 and 2024 and the nine months
ended September 30, 2024 (unaudited) and 2025 would decrease/increase by nil, nil, RMB8,485,000, RMB1,276,000
(unaudited) and RMB8,286,000, respectively.
Credit risk and impairment assessment
Credit risk refers to the risk that the Group’ counterparties default on their contractual obligations resulting in
financial losses to the Group. The Group’s credit risk exposures are primarily attributable to contract assets, bill
receivables at FVTOCI, bills, trade and other receivables, restricted bank deposits, time deposits and cash and cash
equivalents. The Group does not hold any collateral or other credit enhancements to cover its credit risks associated
with its financial assets.
Trade receivables and contract assets
In order to minimize the credit risk, the management has delegated a team responsible for monitoring
procedures to ensure that follow-up action is taken to recover overdue debts. In addition, receivable balances are
monitored on an ongoing basis. In this regard, the directors of the Company consider that the Group’s credit risk is
significantly reduced.
Trade receivables and contract assets relating to debtors with known financial difficulties or significant doubt
on collection are assessed individually for impairment. The management reviews the recoverable amount of each
individual debt at the end of each reporting period to ensure that adequate impairment loss allowance is made for
irrecoverable amounts on trade receivables and contract assets. The remaining trade receivables and contract assets
are grouped and collectively assessed for impairment. The provision rates are based on aging analysis for grouping
of debtors that have similar loss patterns taking into consideration the historical default rates, debtors’ portfolios,
economic environments, industry conditions and forward-looking information as at the end of each reporting period
that is reasonable and supportable available without undue costs or effort.
The Group has concentration of credit risk as 46.50%, 21.26%, 18.55% and 14.07% of the total trade
receivables and contract assets was due from the Group’s largest customer as at December 31, 2022, 2023 and 2024
and September 30, 2025, respectively. The Group has concentration of credit risk as 69.97%, 57.21%, 50.21% and
44.50% of the total trade receivables was due from the Group’s five largest customers as at December 31, 2022, 2023
and 2024 and September 30, 2025, respectively.
Other receivables (including amounts due from related parties/subsidiaries)
Other receivables relating to debtors with known financial difficulties or significant doubt on collection are
assessed individually for impairment and the remaining is grouped and collectively assessed for impairment. The
management makes periodic assessment on the recoverability of other receivables based on historical settlement
records, past experience, and also quantitative and qualitative information that is reasonable and supportive
forward-looking information. We use the aging of other receivables to assess the impairment.
APPENDIX I ACCOUNTANTS’ REPORT
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Bills receivables and bills receivables at FVTOCI
Bills receivables and bills receivables at FVTOCI were all bank-issued notes. Since the issuers were reputable
banks of good credit quality, the management of the Group considered the credit risk of these bank issued bills is
insignificant and no impairment was provided on them at the year/period end.
Restricted bank deposits, time deposits and cash and cash equivalents
The credit risk on restricted bank deposits, time deposits and cash and cash equivalents are limited because
the counterparties are reputable banks with high credit ratings assigned by credit-rating agencies.
The 12m ECL on restricted bank deposits, time deposits and bank balances is considered to be insignificant
and therefore no loss allowance was recognized.
The table below detail the credit risk exposures of the Group’s financial assets which are subject to ECL
assessment:
The Group
Notes
Internal
credit rating
12-month or
lifetime ECL
December 31, 2022
Gross carrying amount
December 31, 2023
Gross carrying amount
December 31, 2024
Gross carrying amount
September 30, 2025
Gross carrying amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at amortized cost
Trade receivables /H1118/H111823 Note Lifetime ECL (not
credit-impaired)
7,448,597 11,292,132 10,672,995 10,009,832
Credit impaired 22,231 7,470,828 208,838 11,500,970 299,518 10,972,513 282,202 10,292,034
Contract assets /H1118/H1118/H111824 Note Lifetime ECL (not
credit-impaired)
1,275,507 1,649,478 763,473 896,675
Bills receivables /H1118/H111823 Low risk 12m ECL 367,711 637,259 956,233 564,742
Other receivables /H1118/H111823 Low risk 12m ECL 110,222 115,710 116,842 102,290
Credit impaired 14,420 124,642 14,420 130,130 14,420 131,262 14,420 116,710
Cash and cash
equivalents /H1118/H1118/H1118
28 N/A 12m ECL 4,470,688 2,284,679 3,360,355 4,785,399
Restricted bank
deposits /H1118/H1118/H1118/H1118
28 N/A 12m ECL 1,698,261 1,384,077 869,269 674,804
Time deposits /H1118/H1118/H111828 N/A 12m ECL 214,758 128,389 106,183 151,712
Financial assets at FVTOCI
Bills receivables at
FVTOCI /H1118/H1118/H1118/H1118
26 N/A 12m ECL 1,246,961 917,790 785,988 740,770
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
Notes
Internal
credit rating
12-month or
lifetime ECL
December 31, 2022
Gross carrying amount
December 31, 2023
Gross carrying amount
December 31, 2024
Gross carrying amount
September 30, 2025
Gross carrying amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Financial assets at amortized cost
Trade receivables /H1118/H111823 Note Lifetime ECL (not
credit-impaired)
5,826,876 9,156,036 8,434,916 8,341,240
Credit impaired 9,952 5,836,828 196,559 9,352,595 264,930 8,699,846 244,955 8,586,195
Contract assets /H1118/H1118/H111824 Note Lifetime ECL (not
credit-impaired)
1,031,831 1,360,988 568,316 702,756
Bills receivables /H1118/H111823 Low risk 12m ECL 215,620 520,228 646,402 444,039
Other receivables /H1118/H111823 Low risk 12m ECL 1,707,422 3,549,510 4,211,108 3,745,278
Credit impaired 14,420 1,721,842 14,420 3,563,930 14,420 4,225,528 14,420 3,759,698
Cash and cash
equivalents /H1118/H1118/H1118
28 N/A 12m ECL 3,347,717 1,404,806 2,582,194 3,710,451
Restricted bank
deposits /H1118/H1118/H1118/H1118
28 N/A 12m ECL 1,321,358 1,036,064 626,684 450,674
Time deposits /H1118/H1118/H111828 N/A 12m ECL 103,319 106,804 95,299 151,712
Financial assets at FVTOCI
Bills receivables at
FVTOCI /H1118/H1118/H1118/H1118
26 N/A 12m ECL 994,558 723,888 497,515 422,921
Note: For trade receivables and contract assets, the Group has applied the simplified approach in IFRS 9 to measure
the loss allowance at lifetime ECL. Except for debtors with known financial difficulties or significant doubt
on collection, the Group determines the ECL on these items on a collective basis, grouped by the debtors’
aging.
Provision matrix — debtors’ aging
The following tables provide information about the exposure to credit risk for trade receivables and contract
assets which are assessed on collective basis by using provision matrix within lifetime ECL (not credit-impaired).
Debtors with credit-impaired with gross carrying amounts of RMB22,231,000, RMB208,838,000, RMB299,518,000
and RMB282,202,000 as at December 31, 2022, 2023 and 2024 and September 30, 2025, respectively were assessed
individually, respectively and the loss allowances were measured as the difference between the asset’s gross amount
and the present value of estimated future cash flows.
Gross carrying amount
The Group
December 31, 2022 December 31, 2023 December 31, 2024 September 30, 2025
Average
loss rate
Trade
receivables
Average
loss rate
Trade
receivables
Average
loss rate
Trade
receivables
Average
loss rate
Trade
receivables
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118 5.00% 5,021,287 5.00% 7,681,033 5.00% 4,969,665 5.00% 5,354,166
1 to 2 years /H1118/H1118/H1118 20.00% 1,843,317 20.00% 2,585,359 20.00% 4,081,935 20.00% 3,311,016
2 to 3 years /H1118/H1118/H1118 50.00% 402,792 50.00% 618,191 50.00% 1,134,947 50.00% 857,550
Over 3 years /H1118/H1118 100.00% 181,201 100.00% 407,549 100.00% 486,448 100.00% 487,100
7,448,597 11,292,132 10,672,995 10,009,832
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
December 31, 2022 December 31, 2023 December 31, 2024 September 30, 2025
Average
loss rate
Trade
receivables
Average
loss rate
Trade
receivables
Average
loss rate
Trade
receivables
Average
loss rate
Trade
receivables
RMB,000 RMB,000 RMB,000 RMB,000
Within 1 year /H1118/H1118 5.00% 4,136,234 5.00% 6,574,741 5.00% 4,009,635 5.00% 4,642,271
1 to 2 years /H1118/H1118/H1118 20.00% 1,199,418 20.00% 1,940,785 20.00% 3,288,785 20.00% 2,788,174
2 to 3 years /H1118/H1118/H1118 50.00% 375,328 50.00% 306,936 50.00% 787,841 50.00% 644,608
Over 3 years /H1118/H1118 100.00% 115,896 100.00% 333,574 100.00% 348,655 100.00% 266,187
5,826,876 9,156,036 8,434,916 8,341,240
The Group
December 31, 2022 December 31, 2023 December 31, 2024 September 30, 2025
Average
loss rate
Contract
assets
Average
loss rate
Contract
assets
Average
loss rate
Contract
assets
Average
loss rate
Contract
assets
Within 1 year /H1118/H1118 5.00% 1,275,507 5.00% 1,649,478 5.00% 763,473 5.00% 896,675
The Company
December 31, 2022 December 31, 2023 December 31, 2024 September 30, 2025
Average
loss rate
Contract
assets
Average
loss rate
Contract
assets
Average
loss rate
Contract
assets
Average
loss rate
Contract
assets
RMB,000 RMB,000 RMB,000 RMB,000
Within 1 year /H1118/H1118 5.00% 998,560 5.00% 1,359,291 5.00% 568,316 5.00% 702,756
APPENDIX I ACCOUNTANTS’ REPORT
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The following table shows the movement in lifetime ECL that has been recognized for trade receivables and
contract assets under the simplified approach.
The Group
Lifetime ECL
(not credit-impaired)
Lifetime ECL
(credit-impaired) Total
RMB’000 RMB’000 RMB’000
As at January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118586,334 66,410 652,744
– Impairment losses recognized, net of
reversal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118481,045 (13,203) 467,842
– Write-offs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(658) (31,763) (32,421)
– Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(787) 787 –
Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118165 – 165
As at December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,066,099 22,231 1,088,330
– Impairment losses recognized, net of
reversal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118747,793 410 748,203
– Write-offs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,017) – (2,017)
– Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(111,718) 111,718 –
Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886 – 86
As at December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,700,243 134,359 1,834,602
– Impairment losses recognized, net of
reversal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118476,819 73,064 549,883
– Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20,174) 20,174 –
Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111878 – 78
As at December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,156,966 227,597 2,384,563
– Impairment losses recognized, net of
reversal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(266,268) 54,101 (212,167)
– Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(78) 78 –
Exchange adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 426 426
As at September 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,890,620 282,202 2,172,822
The Company
Lifetime ECL
(not credit-impaired)
Lifetime ECL
(credit-impaired) Total
RMB’000 RMB’000 RMB’000
As at January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118457,338 49,431 506,769
– Impairment losses recognized, net of
reversal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118342,846 (7,716) 335,130
– Write-offs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (31,763) (31,763)
As at December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118800,184 9,952 810,136
– Impairment losses recognized, net of
reversal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118585,452 410 585,862
– Write-offs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,017) – (2,017)
– Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(111,718) 111,718 –
As at December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,271,901 122,080 1,393,981
– Impairment losses recognized, net of
reversal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118377,503 71,949 449,452
– Transfer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20,174) 20,174 –
As at December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,629,230 214,203 1,843,433
– Impairment losses recognized, net of
reversal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(215,852) 30,752 (185,100)
As at September 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,413,378 244,955 1,658,333
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 490 ---
The grouping is regularly reviewed by management to ensure relevant information about specific
debtors is updated.
During the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30,
2025, the Group provided impairment allowance of RMB481,045,000, RMB747,793,000 and
RMB476,819,000, and reversed impairment allowance of RMB266,268,000, respectively based on collective
assessment. The Group reversed impairment allowance of RMB13,203,000, recognized impairment allowance
of RMB410,000, RMB73,064,000 and RMB54,101,000, respectively with credit-impaired debtors during the
years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025.
During the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30,
2025, the Company provided impairment allowance of RMB342,846,000, RMB585,452,000 and
RMB377,503,000, and reversed impairment allowance of RMB215,852,000, respectively based on collective
assessment. The Company reversed impairment allowance of RMB7,716,000, and recognized impairment
allowance of RMB410,000, RMB71,949,000 and RMB30,752,000, respectively with credit-impaired debtors
during the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025.
Liquidity Risk
In the management of the liquidity risk, the Group and the Company monitors and maintains a level of cash
and cash equivalents deemed adequate by the management to finance the Group’s and the Company’s operations and
mitigate the effects of fluctuations in cash flows. The management monitors the utilization of borrowings and ensures
compliance with loan covenants.
The Group entered into supplier finance arrangements to ease access to credit for its suppliers and facilitate
early settlement to the suppliers. Only small portion of the Group’s trade payables is subject to supplier finance
arrangements. Therefore, the management does not consider the supplier finance arrangement result in significant
liquidity risk of the Group. Details of the arrangements are set out in note 29.
The following is the maturity analysis for financial liabilities held by the Group which is based on
undiscounted remaining contractual obligations:
The Group
Weighted
average
interest rate
On demand
or less than
1 year 1 to 2 years 2 to 5 years over 5 years
Total
undiscounted
balances
Carrying
amounts
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At December 31, 2022
Bills, trade and other
payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,274,97 4––– 10,274,974 10,274,974
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.50% 164,387 103,847 212,871 – 481,105 440,223
10,439,361 103,847 212,871 – 10,756,079 10,715,197
At December 31, 2023
Bills, trade and other
payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 9,177,17 0––– 9,177,170 9,177,170
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.77% 184,17 1––– 184,171 184,171
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.43% 174,251 123,718 210,506 – 508,475 472,774
9,535,592 123,718 210,506 – 9,869,816 9,834,115
At December 31, 2024
Bills, trade and other
payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,434,04 9––– 7,434,049 7,434,049
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.53% 1,867,032 1,229,387 1,319,848 – 4,416,267 4,262,808
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.14% 167,290 106,451 183,018 2,978 459,737 426,379
9,468,371 1,335,838 1,502,866 2,978 12,310,053 12,123,236
APPENDIX I ACCOUNTANTS’ REPORT
– I-80 –


--- page 491 ---
Weighted
average
interest rate
On demand
or less than
1 year 1 to 2 years 2 to 5 years over 5 years
Total
undiscounted
balances
Carrying
amounts
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At September 30, 2025
Bills, trade and other
payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,514,02 3––– 8,514,023 8,514,023
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.40% 867,006 1,847,029 607,040 – 3,321,075 3,206,524
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.95% 153,052 157,755 269,413 – 580,220 547,587
9,534,081 2,004,784 876,453 – 12,415,318 12,268,134
The Company
Weighted
average
interest rate
On demand
or less than
1 year 1 to 2 years 2 to 5 years over 5 years
Total
undiscounted
balances
Carrying
amounts
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At December 31, 2022
Bills, trade and other payables /H1118 – 8,292,155 – – – 8,292,155 8,292,155
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.50% 160,682 101,057 207,151 – 468,890 429,106
8,452,837 101,057 207,151 – 8,761,045 8,721,261
At December 31, 2023
Bill, trade and other payables /H1118 – 7,439,898 – – – 7,439,898 7,439,898
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.77% 184,171 – – – 184,171 184,171
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.43% 170,286 120,266 204,633 – 495,185 460,480
7,794,355 120,266 204,633 – 8,119,254 8,084,549
At December 31, 2024
Bills, trade and other payables /H1118 – 7,629,886 – – – 7,629,886 7,629,886
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.57% 1,510,239 1,229,387 1,319,848 – 4,059,474 3,909,808
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.14% 163,385 104,523 183,018 2,978 453,904 423,441
9,303,510 1,333,910 1,502,866 2,978 12,143,264 11,963,135
At September 30, 2025
Bills, trade and other payables /H1118 – 6,853,145 – – – 6,853,145 6,853,145
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.40% 867,006 1,847,029 607,040 – 3,321,075 3,206,524
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.95% 153,082 157,755 269,413 – 580,250 547,616
7,873,233 2,004,784 876,453 – 10,754,470 10,607,285
C. Fair value of financial instruments
Some of the Group’s financial instruments are measured at fair value for financial reporting purposes. The
directors of the Company are responsible to determine the appropriate valuation techniques and inputs for fair value
measurements.
APPENDIX I ACCOUNTANTS’ REPORT
– I-81 –


--- page 492 ---
Fair value of the financial assets that are measured at fair value on a recurring basis
Some of the Group’s financial assets are measured at fair value at the end of each reporting period. The
following table gives information about how the fair values of these financial assets are determined (in particular,
the valuation technique(s) and inputs used).
Financial assets
Fair value
Fair value
hierarchy
Valuation technique(s) and
key input(s)
Significant
unobservable input(s)
Relationship of
unobservable input(s)
to fair value
At December 31,
At
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Bills receivables
at FVTOCI /H1118/H1118
1,246,961 917,790 785,988 740,770 Level 2 Discounted cash flow
method. Future cash
flows are estimated
based on discount
rate observed in the
available market
N/A N/A
Financial assets
at FVTPL:
– Structured
deposits /H1118/H1118/H1118/H1118
301,105 60,016 432,278 1,116,918 Level 3 Discounted cash flow
method was
used/expected return
rate
Expected return
rates from
0.65% to
2.90%
The higher the
expected
return, the
higher the fair
value, vice
versa
(Note)
Equity instrument
at FVTOCI /H1118/H1118
- - 5,000 5,000 Level 2 Recent transaction price N/A N/A
Note: The structured deposits has been estimated using discounted cash flow method based on the expected
rate of return. As at December 31, 2022, 2023 and 2024 and September 30, 2025, if the estimated rate
of return had been 5% higher/lower and the other variables were held constant, the total carrying
amounts of structured deposits would increase/decrease by RMB28,000, RMB1,000, RMB14,000 and
RMB48,000, respectively.
There were no transfers between Level 1 and 2 during the Track Record Period.
Reconciliation of Level 3 fair value measurements of financial assets
The following table presents the reconciliation of Level 3 measurements during the Track Record Period:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
At the beginning of the year/period /H1118/H1118/H1118/H1118/H1118/H11183,188,232 301,105 60,016 60,016 432,278
Purchases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,351,000 2,590,000 1,942,000 910,000 8,185,000
Redemptions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,277,574) (2,839,682) (1,572,824) (771,490) (7,517,266)
Gains in profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,447 8,593 3,086 1,474 16,906
At the end of the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118301,105 60,016 432,278 200,000 1,116,918
Fair value of financial assets and financial liabilities that are not measured at fair value
The directors of the Company consider that the carrying amount of the Group’s and the Company’s financial
assets and financial liabilities recorded at amortized cost in the Historical Financial Information approximate to their
fair values.
APPENDIX I ACCOUNTANTS’ REPORT
– I-82 –


--- page 493 ---
41. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
A. Reconciliation of liabilities arising from financing activities
The table below details changes in the Group’s liabilities arising from financing activities, including both cash
and non-cash changes. Liabilities arising from financing activities are those for which cash flow were, or future cash
flow will be, classified in the Group’s consolidated statement of cash flows as cash flows from financing activities.
Accrued
issue costs
Dividend
payable
Other
payables Borrowings
Lease
liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2022 /H1118/H1118/H1118/H1118/H1118/H1118– – 9,439 33,000 525,100 567,539
Financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118– (781,878) (296) 140,075 (210,540) (852,639)
New leases entered /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 1 14,507 114,507
Interest expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 607 19,533 20,140
Dividend declared /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 781,878 – – – 781,878
Termination of lease
agreements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (8,377) (8,377)
Treasury shares canceled
under share incentive plan /H1118 – – (9,143) – – (9,143)
Derecognition of discounted
bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (173,682) – (173,682)
At December 31, 2022 /H1118/H1118/H1118/H1118/H1118–––– 440,223 440,223
Financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118– (841,030) – 188,587 (194,606) (847,049)
New leases entered /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 210,298 210,298
Interest expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 490 19,718 20,208
Dividend declared /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 841,030 – – – 841,030
Termination of lease
agreements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (2,859) (2,859)
Derecognition of discounted
bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (4,906) – (4,906)
At December 31, 2023 /H1118/H1118/H1118/H1118/H1118– – – 184,171 472,774 656,945
Financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118– (533,327) – 4,538,530 (157,647) 3,847,556
New leases entered /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 96,559 96,559
Interest expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 43,634 18,553 62,187
Dividend declared /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 533,327 – – – 533,327
Termination of lease
agreements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (3,900) (3,900)
Derecognition of discounted
bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (509,382) – (509,382)
Exchange adjustments /H1118/H1118/H1118/H1118/H1118– – – 5,855 40 5,895
At December 31, 2024 /H1118/H1118/H1118/H1118/H1118– – – 4,262,808 426,379 4,689,187
Financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118(16,407) (87,081) – (1,060,270) (166,265) (1,330,023)
New leases entered /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 292,915 292,915
Interest expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 86,248 13,291 99,539
Dividend declared /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 87,081 – – – 87,081
Deferred issue costs /H1118/H1118/H1118/H1118/H1118/H1118/H111823,007 –––– 23,007
Termination of lease
agreements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (18,733) (18,733)
Derecognition of discounted
bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (82,796) – (82,796)
Exchange adjustments /H1118/H1118/H1118/H1118/H1118– – – 534 – 534
At September 30, 2025 /H1118/H1118/H1118/H11186,600 – – 3,206,524 547,587 3,760,711
APPENDIX I ACCOUNTANTS’ REPORT
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Accrued
issue costs
Dividend
payable
Other
payables Borrowings
Lease
liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
At January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118– – – 184,171 472,774 656,945
Financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118– (533,327) – 3,614,251 (105,374) 2,975,550
New leases entered /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 33,800 33,800
Interest expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 18,922 13,953 32,875
Dividend declared /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 533,327 – – – 533,327
Termination of lease
agreements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (2,402) (2,402)
Derecognition of discounted
bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (496,225) – (496,225)
At September 30, 2024 /H1118/H1118/H1118/H1118– – – 3,321,119 412,751 3,733,870
B. Information of supplier finance arrangements
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Carrying amount of the financial
liabilities that are subject to supplier
finance arrangements
Presented as part of “Trade and other
payables” /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
– – 32,649 266,736
– Of which suppliers have already
received payment from the finance
provider /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
– – 18,537 159,945
Range of payment due dates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
For liabilities presented as part of “Trade
and other payables” /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
– Liabilities that are part of supplier
finance arrangements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
N/A N/A 60 to 180
days
60 to 180
days
– Comparable trade payables that are not
part of supplier finance arrangements /H1118
N/A N/A 60 to 180
days
60 to 180
days
42. RELATED PARTY DISCLOSURES
The following transactions and balances were carried out between the Group and its related parties during the
Track Record Period. In the opinion of the Company, the related party transactions were carried out in the normal
course of business and at terms negotiated between the Group and the respective related parties.
APPENDIX I ACCOUNTANTS’ REPORT
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(i) Names and relationships with related parties
The following companies are related parties of the Group that had transactions and/or balances with the Group
during the Track Record Period:
Name of related parties Relationships
Lhasa Xindao V enture Investment Co., Ltd.
(ʮ̡) (“Lhasa Xindao”) /H1118/H1118
Largest shareholder of the Company
Contemporary Amperex Technology Co., Limited
and its subsidiaries (΅Ϟ
ɿʮ̡) (“CA TL and its
subsidiaries”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Shareholder owns more than 5% of the Company’s
issued share capital
Wuxi Junhua Property Management Co., Ltd. ( ೌ፼
ʮ̡) (“Wuxi Junhua”) /H1118/H1118/H1118/H1118/H1118/H1118
Controlled by the ultimate controlling person of the
Company
Jiangsu Hengyuntai Information Technology Co.,
Ltd. (ʮ̡)
(“Jiangsu Hengyuntai”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Controlled by the ultimate controlling person of the
Company
Wuxi Haolian Management Consulting Partnership
(Limited Partnership) ( ೌ፼ೱᑌ၍ଣፔ༔ΥྫΆ
ุ(Υྫ)) (“Haolian Partnership”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Controlled by the ultimate controlling person of the
Company
Wuxi Haoce Management Consulting Partnership
(Limited Partnership) ( ೌ፼ೱഄ၍ଣፔ༔ΥྫΆ
ุ(Υྫ)) (“Haoce Partnership”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Controlled by the ultimate controlling person of the
Company
Wuxi Haozhi Management Consulting Partnership
(Limited Partnership) ( ೌ፼ೱʘ၍ଣፔ༔ΥྫΆ
ุ(Υྫ)) (“Haozhi Partnership”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Controlled by the ultimate controlling person of the
Company
Wuxi Haoying Management Consulting Partnership
(Limited Partnership) (၍ଣፔ༔ΥྫΆ
ุ(Υྫ)) (“Haoying Partnership”) /H1118/H1118/H1118/H1118/H1118/H1118
Controlled by the ultimate controlling person of the
Company
Wuxi Haona Management Consulting Partnership
(Limited Partnership) ( ೌ፼ೱॶ၍ଣፔ༔ΥྫΆ
ุ(Υྫ)) (“Haona Partnership”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Controlled by the ultimate controlling person of the
Company
Wuxi Haoya Management Consulting Partnership
(Limited Partnership) ( ೌ፼ೱԭ၍ଣፔ༔ΥྫΆ
ุ(Υྫ)) (“Haoya Partnership”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Controlled by the ultimate controlling person of the
Company
Lead Holdings Group Co., Ltd. (ࠢ
ʮ̡) (“Lead Group”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Controlled by the ultimate controlling person of the
Company
Jiangsu Y uanfu Semiconductor Technology
Co., Ltd. (ʮ̡)
(“Jiangsu Y uanfu”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Controlled by the ultimate controlling person of the
Company
Wuxi Aozhi Enterprise Management Co., Ltd.
(ʮ̡) (“Wuxi Aozhi”) /H1118/H1118
Controlled by the ultimate controlling person of the
Company
Wuxi Aochuang Enterprise Management Co., Ltd.
(ʮ̡)
(“Wuxi Aochuang”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Controlled by the ultimate controlling person of the
Company
Wuxi Aoyun Enterprise Management Co., Ltd.
(ʮ̡) (“Wuxi Aoyun”) /H1118/H1118
Controlled by the ultimate controlling person of the
Company
APPENDIX I ACCOUNTANTS’ REPORT
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(ii) Transactions with related parties
The Group had the following transactions with related parties during the Track Record Period:
Name of related
parties Nature of transactions
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
CA TL and its
subsidiaries /H1118/H1118/H1118/H1118/H1118Sales of products 5,545,754 2,539,654 988,660 808,762 2,828,975
Expenses relating to leases
of low-value assets 703 21 4–––
5,546,457 2,539,868 988,660 808,762 2,828,975
Jiangsu Y uanfu /H1118/H1118/H1118/H1118Sales of products – – 4,840 – 412
Net gains on disposals of
machinery and equipment – – 214 – –
– – 5,054 – 412
Wuxi Junhua /H1118/H1118/H1118/H1118/H1118Property management
expenses – 30,873 52,322 35,172 59,015
Interest expenses on lease
liabilities – – 15,814 10,780 9,673
– 30,873 68,136 45,952 68,688
Lhasa Xindao /H1118/H1118/H1118/H1118Interest expenses on lease
liabilities
16,185 16,16 0–––
Lead Group /H1118/H1118/H1118/H1118/H1118Interest expenses on lease
liabilities
– – 138 – 54
Wuxi Aozhi /H1118/H1118/H1118/H1118/H1118Short-term lease expenses –––– 2 , 2 8 4
Interest expenses on lease
liabilities –––– 4 4 1
–––– 2 , 7 2 5
Wuxi Aochuang /H1118/H1118/H1118Short-term lease expenses –––– 3 , 2 1 4
Interest expenses on lease
liabilities –––– 6 4 6
–––– 3 , 8 6 0
Wuxi Aoyun /H1118/H1118/H1118/H1118/H1118Interest expenses on lease
liabilities –––– 1 , 5 3 2
Jiangsu Hengyuntai /H1118/H1118Purchases of goods and
services 5,916 24,520 18,099 11,167 10,595
Haolian Partnership /H1118/H1118Advances to related parties – 1 5–––
Haoce Partnership /H1118/H1118/H1118Advances to related parties – 1 2–––
Haozhi Partnership /H1118/H1118Advances to related parties – 1 2–––
Haoying Partnership /H1118/H1118Advances to related parties – 1 3–––
Haona Partnership /H1118/H1118Advances to related parties – 1 3–––
Haoya Partnership /H1118/H1118Advances to related parties – 1 3–––
APPENDIX I ACCOUNTANTS’ REPORT
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(iii) Balances with related parties
The Group had the following balances with related parties as at December 31, 2022, 2023 and 2024 and
September 30, 2025:
Name of related parties Nature of balances
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Amounts due from related
parties – trade related
CA TL and its subsidiaries /H1118/H1118Trade receivables 3,525,049 2,560,550 1,201,323 1,163,319
Less: Allowance for
credit losses (351,897) (377,158) (183,769) (166,338)
3,173,152 2,183,392 1,017,554 996,981
CA TL and its subsidiaries /H1118/H1118Contract assets 541,846 235,637 72,688 291,048
Less: Allowance for
credit losses (27,092) (11,782) (3,634) (14,552)
514,754 223,855 69,054 276,496
Jiangsu Y uanfu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Trade receivables – – 5,411 3,960
Less: Allowance for
credit losses – – (271) (199)
– – 5,140 3,761
Jiangsu Y uanfu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Contract assets – – 227 –
Less: Allowance for
credit losses – – (11) –
– – 216 –
Wuxi Aozhi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Other receivables – – 132 412
Less: Allowance for
credit losses – – (6) (20)
– – 126 392
Wuxi Aochuang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Other receivables – – 236 577
Less: Allowance for
credit losses – – (12) (29)
– – 224 548
Wuxi Aozhi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Prepayment for short-
term lease – – 2,769 –
Wuxi Aochuang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Prepayment for short
term lease – – 3,844 –
Amounts due from related
parties – non-trade
related
Jiangsu Y uanfu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Other receivables – – 538 –
Less: Allowance for
credit losses – – (27) –
–– 5 1 1 –
Haolian Partnership /H1118/H1118/H1118/H1118/H1118/H1118Other receivables – 15 – –
Haoce Partnership /H1118/H1118/H1118/H1118/H1118/H1118/H1118Other receivables – 12 – –
Haozhi Partnership /H1118/H1118/H1118/H1118/H1118/H1118Other receivables – 12 – –
Haoying Partnership /H1118/H1118/H1118/H1118/H1118Other receivables – 13 – –
Haona Partnership /H1118/H1118/H1118/H1118/H1118/H1118/H1118Other receivables – 13 – –
Haoya Partnership /H1118/H1118/H1118/H1118/H1118/H1118/H1118Other receivables – 13 – –
APPENDIX I ACCOUNTANTS’ REPORT
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Name of related parties Nature of balances
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Amounts due to related
parties – trade related
Jiangsu Hengyuntai /H1118/H1118/H1118/H1118/H1118/H1118Trade payables 11,225 15,139 11,058 10,927
CA TL and its subsidiaries /H1118/H1118Trade payables 11,946 12,188 12,188 12,188
Wuxi Junhua /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Trade payables – 20 3,820 5,118
23,171 27,347 27,066 28,233
CA TL and its subsidiaries /H1118/H1118Contract liabilities 336,477 384,014 1,156,504 1,641,488
Amounts due to related
parties – non-trade
related
Lhasa Xindao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Other payables – 11,630 11,630 –
Lease liabilities
Lhasa Xindao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Lease liabilities 376,628 375,412 – –
Wuxi Junhua /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Lease liabilities – – 355,783 269,317
Lead Group /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Lease liabilities – – 6,007 –
Wuxi Aozhi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Lease liabilities
(Note) – – – 42,502
Wuxi Aochuang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Lease liabilities
(Note) – – – 62,332
Wuxi Aoyun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Lease liabilities
(Note) – – – 147,779
Note: During the nine months ended September 30, 2025, the Group entered into several new lease agreements
for the use of leased properties with Wuxi Aozhi, Wuxi Aochuang and Wuxi Aoyun. Except for short
term lease in which the Group applied recognition exemption, the Group has recognized additions of
right-of-use assets and lease liabilities, each of equal amounts as follows: RMB48,952,000,
RMB71,391,000 and RMB170,206,000, respectively.
The balances of trade nature are unsecured, non-interest bearing. Details of aging are set out in notes 23 and
29.
The balances of non-trade nature are unsecured, non-interest bearing, repayable on demand and with aging
within 12 months. The balances were settled as at September 30, 2025.
(iv) Compensation of key management personnel
The remuneration of directors and other members of key management during the Track Record Period were
as follows:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Salaries and other benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,736 11,126 11,828 7,649 10,748
Retirement benefit scheme contributions /H1118/H1118/H1118 297 534 856 557 651
Equity-settled share-based payment expenses /H1118 310 1,313 241 655 1,080
8,343 12,973 12,925 8,861 12,479
APPENDIX I ACCOUNTANTS’ REPORT
– I-88 –


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43. PARTICULARS OF SUBSIDIARY OF THE COMPANY
Particulars of the Company’s principal subsidiaries as at December 31, 2022, 2023 and 2024 and September
30, 2025 and the date of this report are as follows:
Name of subsidiary
Place/country and date
of establishment/
incorporation Registered capital
Equity interest attributable to
owners of the Company as at
Date of
this report
December 31, September 30,
Principal activities2022 2023 2024 2025
%%% % %
Zhuhai Titan ( Note ii )/H1118/H1118PRC
February 24, 2014
RMB20,000,000 100 100 100 100 100 Manufacturing and sale of
specialised equipment
Jiangsu Qingdao
Intelligent ( Note iii ) /H1118
PRC
December 14, 2020
RMB24,477,000 100 81.71 81.71 81.71 81.71 Manufacturing and sale of
specialised equipment
Jiangsu Lead Technology
(Note iii ) /H1118/H1118/H1118/H1118/H1118/H1118
PRC
December 17, 2020
RMB24,542,500 100 81.49 81.49 81.49 81.49 Manufacturing and sale of
specialised equipment
Wuxi Guangdao
(Note iv ) /H1118/H1118/H1118/H1118/H1118/H1118
PRC
December 14, 2020
RMB24,225,700 100 82.56 82.56 82.56 82.56 Manufacturing and sale of
specialised equipment
Guangdong Beidao
(Note iii ) /H1118/H1118/H1118/H1118/H1118/H1118
PRC
December 17, 2020
RMB15,000,000 100 100 100 100 100 Manufacturing and sale of
specialised equipment
Jiangsu Andao Intelligent
Equipment Co., Ltd.
(Note iv ) /H1118/H1118/H1118/H1118/H1118/H1118
PRC
December 25, 2020
RMB20,000,000 99 99 99 99 99 Providing equipment
installation and
maintenance services
Shanghai Lead Huineng
(Note iv ) /H1118/H1118/H1118/H1118/H1118/H1118
PRC
March 9, 2021
RMB15,000,000 100 100 100 100 100 Research and development
services
Lead Intelligent
Equipment
(Deutschland) GmbH
(Note iv ) /H1118/H1118/H1118/H1118/H1118/H1118
Germany
March 22, 2021
EUR25,000,000 100 100 100 100 100 Manufacturing and sale of
specialised equipment
Notes:
i. The above table lists the subsidiaries of the Company which, in the opinion of the directors of the
Company, principally affected the results or assets of the Group. To give details of other subsidiaries
would, in the opinion of the directors of the Company, result in particulars of excessive length.
ii. The statutory financial statements of Zhuhai Titan for each of the years ended December 31, 2022, 2023
and 2024 were prepared in accordance with Accounting Standards for Business Enterprises issued by the
Ministry of Finance of the PRC and were audited byה(౷ஷΥྫ), a certified
public accountant registered in the PRC.
iii. The statutory financial statements of these subsidiaries for the year ended December 31, 2024 were
prepared in accordance with Accounting Standards for Business Enterprises issued by the Ministry of
Finance of the PRC and were audited byה(౷ஷΥྫ), a certified public
accountant registered in the PRC.
iv. No statutory financial statements of these subsidiaries for each of the years ended December 31, 2022,
2023 and 2024 as there are no statutory audit requirements.
44. SUBSEQUENT EVENTS
Save as elsewhere disclosed in this Historical Financial Information, there are no other material subsequent
events undertaken by the Group after September 30, 2025 and up to the date of issuance of this Historical Financial
Information.
45. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements of the Group, the Company or any of its subsidiaries have been prepared in
respect of any period subsequent to September 30, 2025 and up to the date of this report.
APPENDIX I ACCOUNTANTS’ REPORT
– I-89 –


--- page 500 ---
The information set forth in this Appendix does not form part of the accountants’ report
on the historical financial information of the Group for each of the three years ended
December 31, 2024 and the nine months ended September 30, 2025 (the “ Track Record
Period ”) (the “ Accountants’ Report ”) prepared by Deloitte Touche Tohmatsu, Certified Public
Accountants, Hong Kong, the reporting accountants of the Company, as set forth in Appendix
I to this Prospectus, and is included herein for information only.
The unaudited pro forma financial information should be read in conjunction with the
section headed “Financial Information” in this Prospectus and the Accountants’ Report and
the Condensed Consolidated Financial Statements set forth in Appendix I respectively to this
Prospectus.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS OF THE GROUP ATTRIBUTABLE TO OWNERS OF THE
COMPANY
The following unaudited pro forma statement of adjusted consolidated net tangible assets
of the Group attributable to owners of the Company which has been prepared in accordance
with paragraph 4.29 of the Listing Rules is illustration only, and is set out to illustrate the effect
of the Global Offering (as defined in this Prospectus) on the consolidated net tangible assets
of the Group attributable to the owners of the Company as at September 30, 2025 as if the
Global Offering had taken place on such date.
This unaudited pro forma statement of adjusted consolidated net tangible assets of the
Group attributable to owners of the Company has been prepared for illustrative 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 as at September 30, 2025
or at any subsequent dates following the Global Offering.
The following unaudited pro forma statement of adjusted consolidated net tangible assets
of the Group attributable to owners of the Company is prepared based on the audited
consolidated net tangible assets of the Group attributable to owners of the Company as at
September 30, 2025 as derived from the Accountants’ Report set out in Appendix I to this
Prospectus and adjusted as described below.
Audited
consolidated net
tangible assets of
the Group
attributable to
owners of the
Company as at
September 30, 2025
Estimated net
proceeds from the
Global Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets
of the Group
attributable to
owners of the
Company as at
September 30,
2025
Unaudited pro forma adjusted
consolidated net tangible assets of the
Group attributable to owners of the
Company per Share as at
September 30, 2025
Renminbi
(“RMB”)’000 RMB’000 RMB’000
Hong Kong dollars
RMB (“HK$”)
(Note 1) (Note 2) (Note 3) (Note 4)
Based on the offer price of
HK$45.80 per H Share /H1118/H1118/H1118 11,411,941 3,734,395 15,146,336 9.19 10.25
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 501 ---
Notes:
(1) The audited consolidated net tangible assets of the Group attributable to owners of the Company as at
September 30, 2025 is arrived at after deducting other intangible assets of RMB244,654,000 attributable to
owners of the Company and goodwill of RMB1,086,614,000 from the consolidated net assets of
RMB12,743,209,000 attributable to owners of the Company as at September 30, 2025 set out in Appendix I
to this Prospectus.
(2) The estimated net proceeds from the Global Offering are based on 93,616,000 H Shares at the offer price of
HK$45.80 (equivalent to RMB41.03) per H Share, after deduction of the estimated underwriting fees and
commissions and other listing related expenses not yet recognized in profit or loss up to September 30, 2025.
It does not take into account of any Shares (i) which may be allotted and issued upon the exercise of the offer
size adjustment option and over-allotment option, (ii) which may be allotted and issued under the general
mandates for the allotment and issue of shares granted to the directors of the Company, or (iii) which may be
issued under the Share Option Scheme.
For the purpose of this unaudited pro forma statement, the estimated net proceeds from the Global Offering,
the amount denominated in HK$ has been converted into RMB at the rate of HK$1 to RMB0.89594, which was
the exchange rate prevailing on the Latest Practicable Date with reference to the rate published by the People’s
Bank of China. No representation is made that the HK$ amounts have been, could have been or may be
converted to RMB, or vice versa, at that rate or any other rates or at all.
(3) The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the
Company per Share is arrived at on the basis that 1,648,626,737 Shares (representing 1,566,163,034 Shares in
issue as of September 30, 2025, excluding 11,152,297 treasury shares as of September 30, 2025, adding
93,616,000 Offer Shares) were in issue assuming that the Global Offering had been completed on
September 30, 2025 and it does not take into account of any Shares (i) which may be allotted and issued upon
the exercise of the over-allotment option, (ii) which may be allotted and issued under the general mandates for
the allotment and issue of shares granted to the directors of the Company, or (iii) which may be issued under
the Share Option Scheme.
(4) For the purpose of this unaudited pro forma adjusted consolidated net tangible assets of the Group attributable
to owners of the Company per Share, the amount stated in RMB is converted into HK$ at the rate of RMB1
to HK$1.11615 which was the exchange rate prevailing on the Latest Practicable Date with reference to the
rate published by the People’s Bank of China. No representation is made that the RMB amounts have been,
could have been or may be converted to HK$, 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 of the Group
attributable to owners of the Company as at September 30, 2025 to reflect any trading result or other
transaction of the Group entered into subsequent to September 30, 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 502 ---
B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following is the text of the independent reporting accountants’ assurance report
received from Deloitte Touche Tohmatsu, Certified Public Accountants, Hong Kong, the
reporting accountants of the Company, in respect of the Group’ s unaudited pro forma financial
information prepared for the purpose of incorporation in this Prospectus.
To the Directors of Wuxi Lead Intelligent Equipment Co., Ltd.
We have completed our assurance engagement to report on the compilation of unaudited
pro forma financial information of Wuxi Lead Intelligent Equipment Co., Ltd. (“ ೌ፼΋ኬ౽ঐ
ʮ̡”) (the “ Company ”) and its subsidiaries (hereinafter collectively referred to
as the “ Group ”) by the directors of the Company (the “ Directors ”) for illustrative purposes
only. The unaudited pro forma financial information consists of the unaudited pro forma
statement of adjusted consolidated net tangible assets as at September 30, 2025 and related
notes as set out on pages II-1 to II-2 of Appendix II to the Prospectus issued by the Company
dated February 3, 2026 (the “ Prospectus ”). The applicable criteria on the basis of which the
Directors have compiled the unaudited pro forma financial information are described on pages
II-1 to II-2 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 (as defined in the Prospectus) on the Group’s
financial position as at September 30, 2025 as if the proposed Global Offering had taken place
at September 30, 2025. As part of this process, information about the Group’s financial position
has been extracted by the Directors from the Group’s historical financial statements for each
of the 3 years ended December 31, 2024 and the nine months ended September 30, 2025, on
which an accountants’ report set out in Appendix I to the Prospectus has been published.
Directors’ Responsibilities for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the unaudited pro forma financial
information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and with reference to
Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in
Investment Circulars” (“ AG 7 ”) issued by the Hong Kong Institute of Certified Public
Accountants (the “ HKICPA ”).
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 503 ---
Our Independence and Quality Management
We have complied with the independence and other ethical requirements of the “Code of
Ethics for Professional Accountants” issued by the HKICPA, which is founded on fundamental
principles of integrity, objectivity, professional competence and due care, confidentiality and
professional behavior.
Our firm applies Hong Kong Standard on Quality Management (HKSQM) 1 “Quality
Management for Firms that Perform Audits or Reviews of Financial Statements, or Other
Assurance or Related Services Engagements” issued by the HKICPA, which requires the firm
to design, implement and operate a system of quality management including policies and
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 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 unaudited 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 the event or transaction at September 30,
2025 would have been as presented.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 504 ---
A reasonable assurance engagement to report on whether the unaudited pro forma
financial information has been properly compiled on the basis of the applicable criteria
involves performing procedures to assess whether the applicable criteria used by the Directors
in the compilation of the unaudited pro forma financial information provide a reasonable basis
for presenting the significant effects directly attributable to the event or transaction, and to
obtain sufficient appropriate evidence about whether:
 the related pro forma adjustments give appropriate effect to those criteria; and
 the unaudited pro forma financial information reflects the proper application of
those adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountants’ judgment, having regard to
the reporting accountants’ understanding of the nature of the Group, the event or transaction
in respect of which the unaudited pro forma financial information has been compiled, and other
relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the unaudited pro
forma financial information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion:
(a) the unaudited pro forma financial information has been properly compiled on the
basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purposes of the unaudited pro forma financial
information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
Deloitte Touche Tohmatsu
Certified Public Accountants
Hong Kong
February 3, 2026
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-5 –


--- page 505 ---
A. BASES
Our Directors have prepared the estimate of the consolidated profit attributable to owners
of our Company for the year ended December 31, 2025 (the “ Profit Estimate ”) on the basis
of (i) the audited consolidated results of our Group for the nine months ended September 30,
2025; and (ii) the unaudited consolidated results of our Group for the three months ended
December 31, 2025 based on the management accounts of our Group.
The Profit Estimate has been prepared on the basis of the accounting policies consistent
in all material respects with those currently adopted by our Group as summarised in the
Accountants’ Report as set out in Appendix I to this prospectus.
B. PROFIT ESTIMATE FOR THE YEAR ENDED DECEMBER 31, 2025
On the basis set out in Appendix IIA to this prospectus, and in the absence of unforeseen
circumstances, we estimate that our unaudited consolidated profit attributable to owners of our
Company for the year ended December 31, 2025 is as follows:
Estimated consolidated profit attributable to owners of
our Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Not less than
RMB1,400.0 million
APPENDIX IIA PROFIT ESTIMATE
– IIA-1 –


--- page 506 ---
C. LETTER FROM THE REPORTING ACCOUNTANTS
The following is the text of a letter , prepared for the inclusion in this prospectus, received
from our Company’ s reporting accountants, Deloitte Touche Tohmatsu, Certified Public
Accountants, Hong Kong, in connection with the estimate of the consolidated profit
attributable to owners of our Company for the year ended December 31, 2025.
February 3, 2026
The Board of Directors
Wuxi Lead Intelligent Equipment Co., Ltd.
No.18, Xinzhou Road,
Xinwu District,
Wuxi, Jiangsu Province
PRC
CITIC Securities (Hong Kong) Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
J.P . Morgan Securities (Far East) Limited
28/F, Chater House
8 Connaught Road
Central
Hong Kong
Dear Sirs,
Wuxi Lead Intelligent Equipment Co., Ltd. (the “ Company ”)
Profit Estimate for the Y ear Ended December 31, 2025
We refer to the estimate of the consolidated profit of the Group attributable to equity
holders of the Company for the year ended December 31, 2025 (the “ Profit Estimate ”) set
forth in the section headed Financial Information in the prospectus of the Company dated
February 3, 2026 (the “ Prospectus ”).
APPENDIX IIA PROFIT ESTIMATE
– IIA-2 –


--- page 507 ---
Directors’ Responsibilities
The Profit Estimate has been prepared by the directors of the Company based on the
audited consolidated results of the Company and its subsidiaries (collectively referred to as the
“Group ”) for the nine months ended September 30, 2025 and the unaudited consolidated
results based on the management accounts of the Group for the three months ended December
31, 2025.
The Company’s directors are solely responsible for the Profit Estimate.
Our Independence and Quality Management
We have complied with the independence and other ethical requirements of the “Code of
Ethics for Professional Accountants” issued by the Hong Kong Institute of Certified Public
Accountants (the “ HKICPA ”), which is founded on fundamental principles of integrity,
objectivity, professional competence and due care, confidentiality and professional behavior.
Our firm applies Hong Kong Standard on Quality Management (HKSQM) 1 “Quality
Management for Firms that Perform Audits or Reviews of Financial Statements, or Other
Assurance or Related Services Engagements” issued by the HKICPA, which requires the firm
to design, implement and operate a system of quality management including policies and
procedures regarding compliance with ethical requirements, professional standards and
applicable legal and regulatory requirements.
Reporting Accountants’ Responsibilities
Our responsibility is to express an opinion on the accounting policies and calculations of
the Profit Estimate based on our procedures.
We conducted our engagement in accordance with Hong Kong Standard on Investment
Circular Reporting Engagements 500 “Reporting on Profit Forecasts, Statements of Sufficiency
of Working Capital and Statements of Indebtedness” and with reference to Hong Kong
Standard on Assurance Engagements 3000 (Revised) “Assurance Engagements Other Than
Audits or Reviews of Historical Financial Information” issued by the HKICPA. Those
standards require that we plan and perform our work to obtain reasonable assurance as to
whether, so far as the accounting policies and calculations are concerned, the Company’s
directors have properly compiled the Profit Estimate in accordance with the bases adopted by
the directors and as to whether the Profit Estimate is presented on a basis consistent in all
material respects with the accounting policies normally adopted by the Group. Our work is
substantially less in scope than an audit conducted in accordance with Hong Kong Standards
on Auditing issued by the HKICPA. Accordingly, we do not express an audit opinion.
APPENDIX IIA PROFIT ESTIMATE
– IIA-3 –


--- page 508 ---
Opinion
In our opinion, so far as the accounting policies and calculations are concerned, the Profit
Estimate has been properly compiled in accordance with the bases adopted by the directors as
set out in Appendix IIA of the Prospectus and is presented on a basis consistent in all material
respects with the accounting policies normally adopted by the Group as set out in our
accountants’ report dated February 3, 2026, the text of which is set out in Appendix IIA of the
Prospectus.
Y ours faithfully,
Deloitte Touche Tohmatsu
Certified Public Accountants
Hong Kong
APPENDIX IIA PROFIT ESTIMATE
– IIA-4 –


--- page 509 ---
D. LETTER FROM THE JOINT SPONSORS
The following is the text of a letter , prepared for the inclusion in this prospectus, received
from CITIC Securities (Hong Kong) Limited and J.P . Morgan Securities (Far East) Limited, the
Joint Sponsors, in relation to our Group’ s profit estimate for the year ended December 31,
2025.
The Directors
Wuxi Lead Intelligent Equipment Co., Ltd.
February 3, 2026
Dear Sirs,
We refer to the estimate of consolidated profit attributable to owners of Wuxi Lead
Intelligent Equipment Co., Ltd. (ʮ̡) (the “ Company ”) and its
subsidiaries (collectively referred to as the “ Group ”) for the year ended December 31, 2025
(the “ Profit Estimate ”), for which the directors of the Company (the “ Directors ”) are solely
responsible, as set out in the section headed “Financial Information – Profit estimate for the
year ended December 31, 2025” in the prospectus of the Company dated February 3, 2026 (the
“Prospectus ”).
The Profit Estimate has been prepared by the Directors based on the audited consolidated
results of the Group for the nine months ended September 30, 2025 and the unaudited
consolidated results based on the management accounts of the Group for the three months
ended December 31, 2025.
We have reviewed and discussed with the Directors the bases made by the Directors as set
out in Appendix IIA to the Prospectus, upon which the Profit Estimate has been made. We have
also considered and relied upon the letter dated February 3, 2026 addressed to the Directors and
ourselves from the Company’s reporting accountants, Deloitte Touche Tohmatsu, regarding the
accounting policies and calculations upon which the Profit Estimate has been made.
On the basis of the information comprising the Profit Estimate and on the basis of the
accounting policies and calculations adopted by the Directors and reviewed by Deloitte Touche
Tohmatsu, we are of the opinion that the Profit Estimate, for which the Directors are solely
responsible, has been made after due and careful enquiry.
Y ours faithfully,
For and on behalf of
CITIC Securities (Hong Kong) Limited
LAU Kit Ling
Executive Director
For and on behalf of
J.P. Morgan Securities (Far East) Limited
Pai, Nelly Szu Chia
Managing Director
APPENDIX IIA PROFIT ESTIMATE
– IIA-5 –


--- page 510 ---
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
advisor 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 (V A T), 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 mainland China
Tax on Dividends
Individual Investors
According to the Individual Income Tax Law of the PRC (੻೼
‘) (the “IIT 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 PRC ( ʕശɛ
ૢ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 (ഄ
‘) issued by the MOF, the SA T and the CSRC on 7 September 2015 and
effective on 8 September 2015, where an individual acquires the stocks of a listed company
from public offering of the company or from the stock market and holds the stocks for more
than one year, the income from dividends and bonuses shall be temporarily exempt from
individual income tax. Where an individual acquires the stocks of a listed company from public
offering of the company or from the stock market and holds the stocks for not more than one
month, the income from dividends and bonuses shall be included in the taxable income in full
amount; or if the individual holds the stocks for more than one month but not more than one
year, the income from dividends and bonuses shall be temporarily included in the taxable
income at the reduced rate of 50%. Individual income tax on the aforesaid income shall be
calculated and collected at the uniform rate of 20%.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-1 –


--- page 511 ---
Pursuant to the Arrangement between the Mainland China 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 (ᅄ೼
τર‘) (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
Mainland China 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 >ୋʞ
‘) (the “Fifth Protocol”), issued by the SA T 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.
Enterprise Investors
Pursuant to the Enterprise Income Tax Law of the PRC (੻೼
‘) (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 ( ʕശɛ͏΍ձ਷Άุ
ૢԷ‘) (the “Implementation Regulations of the EIT Law”), amended by the
State Council and effective on 23 April 2019, where a non-resident enterprise has no
establishment or place in China, or it has an establishment or a place in China but the income
derived is not effectively connected with the aforesaid establishment or place, it shall pay 10%
enterprise income tax on the portion of its income sourced from inside China, including
dividends paid by a PRC resident enterprise that issues and lists shares in Hong Kong. The
aforesaid tax payable on the income derived by a non-resident enterprise, shall be withheld at
source, with the payer of the income serving as the withholding agent. When making such
payment or when such payment is due, the withholding agent shall withhold the income tax
from such payment. 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 (͏ΆุΣྤ̮Hࢹٰ
‘) issued by the State Administration of Taxation and
effective on 6 November 2008, Where a Chinese resident enterprise pays dividends for the year
of 2008 or any year thereafter to its H-share holders which are overseas non-resident
enterprises, it shall withhold the enterprise income tax thereon at the uniform rate of 10%. 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
ҭል‘) promulgated by the State Administration of Taxation and
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-2 –


--- page 512 ---
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 for the Avoidance of Double Taxation and the Prevention
of Fiscal Evasion with respect to Taxes on Income (੻ᒒе
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.
Tax related to equity transfer income
Individual Investors
Under the IIT 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 Declaring that Individual Income Tax Continues to be
Exempted over Income of Individuals from Transfer of Shares (੻ᘱᚃ
‘), which was promulgated by the MOF and the SA T 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.
Although the IIT Law and its implementation rules have not stated whether it will continue
exempting individual income tax on income of individuals from transfer of listed shares, 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
(‘) (the “Notice”)
promulgated jointly by the MOF, the SA T and the CSRC on 31 December 2009 and
implemented on the same day, the Notice of State Taxation Administration of the PRC on
Issues Relating to Levying and Payment of Individual Income Tax on Income from Transfer of
Moratorium Shares (‘)
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-3 –


--- page 513 ---
promulgated by the State Taxation Administration of the PRC on 18 January 2010 and effective
from 18 January 2010 and 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 (ٙ
‘) promulgated by the MOF, the SA T of the PRC and China Securities Regulatory
Commission on 10 November 2010 and effective from 10 November 2010, states that
individuals’ income from transfer of listed shares on certain domestic stock exchanges
(including Shenzhen Stock Exchange) shall continue being exempting from individual income
tax, except for the shares subject to sales restriction. As at the date of this Prospectus, 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 enterprises listed on
overseas stock exchanges. In practice, the PRC tax authorities have not collected income tax
from non-PRC resident individuals on gains from the sale of shares of the PRC resident
enterprises listed on overseas stock exchanges.
Enterprise Investors
Under the EIT Law and its implementation rules, where a non-resident enterprise has no
establishment or place in China, or it has an establishment or a place in China but the income
derived is not effectively connected with the aforesaid establishment or place, it shall pay 10%
enterprise income tax on the portion of its income sourced from inside China, including gains
derived from the disposal of shares in a PRC resident enterprise. The aforesaid tax payable on
the income derived by a non-resident enterprise, shall be withheld at source, with the payer of
the income serving as the withholding agent. When making such payment or when such
payment is due, the withholding agent shall withhold the income tax from such payment. Such
tax may be reduced or exempted pursuant to an applicable treaty for the avoidance of double
taxation.
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 MOF, the SA T and the CSRC on 5 November 2016 and
effective on 5 December 2016, mainland enterprise investors’ income from the price
differences of investment in stocks listed on the SEHK through the Shenzhen-Hong Kong
Stock Connect shall be included into the total income and corporate income tax shall be
calculated and levied according to the law. For dividends and bonuses obtained by individual
mainland investors from the investment in H shares listed on the SEHK through the
Shenzhen-Hong Kong Stock Connect, enterprises of H shares shall file applications with China
Securities Depository and Clearing Corporation Limited (“ CSDC ”) to obtain the register of
individual mainland investors and withhold individual income tax at the tax rate of 20%.
Pursuant to the Announcement on Continuing the Implementation of the Individual
Income Tax Policies Concerning the Shanghai-Hong Kong Stock Connect and the Shenzhen-
Hong Kong Stock Connect and the Mainland-Hong Kong Mutual Recognition of Funds ( ᗫ
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-4 –


--- page 514 ---
݁
ʮѓ‘) promulgated by the MOF, the SA T and the CSRC on 4 December 2019 and
effective on 5 December 2019, and the Announcement on Extension of the Individual Income
Tax Policy With Respect to Shanghai-Hong Kong and Shenzhen-Hong Kong Stock Exchange
Connectivity Mechanisms as well as Mutual Recognition of Funds between the Chinese
Mainland and Hong Kong (ʝᑌʝஷዚՓձʫήၾ
ʮѓ‘) which promulgated and implemented on 21
August 2023, and the Announcement on Continued Implementation of Relevant Preferential
Individual Income Tax Policies (ʮѓ‘)
promulgated and effective on 16 January 2023, the income of Chinese mainland individual
investors, obtained as price difference of transferring, from investing in stocks listed on the
Stock Exchange of Hong Kong Limited through Shanghai-Hong Kong Stock Connect and
Shenzhen-Hong Kong Stock Connect, as well as from trading shares of Hong Kong funds
through the Mutual Recognition of Funds, may be temporarily exempt 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
Shenzhen-Hong Kong Stock Connect, mainland enterprise investors’ income from the
dividends and bonuses of the investment in stocks listed on the SEHK through the
Shenzhen-Hong Kong Stock Connect shall be included into the total income and individual
income tax shall be calculated and levied according to the law. Income of mainland resident
enterprises obtained from the dividends and bonuses by holding H shares for over twelve
months consecutively shall be exempted from enterprise income tax according to the law.
Enterprises of H shares shall not withhold income tax of dividends and bonuses for mainland
enterprise investors. The taxes payable shall be declared and paid by enterprises on their own.
Stamp Duty
According to the Stamp Tax Law of the PRC (‘) (the “Stamp
Tax Law”), which was promulgated on 10 June 2021 and came into effect on 1 July 2022, the
disposal of H Shares by non-mainland China investors outside of the mainland China is not
subject to the requirements of the Stamp Tax Law.
Estate duty
According to PRC law, no estate duty is currently levied in the mainland China.
MAJOR TAXATION OF OUR COMPANY IN THE PRC
Enterprise Income Tax
According to the EIT Law, within the PRC, enterprises, and other organizations which
derive income (hereinafter referred to collectively as “enterprises”), shall be taxpayers of
enterprise income tax and shall pay enterprise income tax in accordance with provisions of this
Law. The rate of enterprise income tax shall be 25%.
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Enterprises are categorized into resident enterprises and non-resident enterprises. Where
a non-resident enterprise has no establishment or place in China, or it has an establishment or
a place in China, but the income derived is not effectively connected with the aforesaid
establishment or place, it shall pay enterprise income tax on the portion of its income sourced
from inside China. The aforesaid tax payable on the income derived by a non-resident
enterprise, shall be withheld at source, with the payer of the income serving as the withholding
agent. When making such payment or when such payment is due, the withholding agent shall
withhold the income tax from such payment. 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.
Value-added tax
Pursuant to the Provisional Regulations of the PRC on V alue-added Tax ( ʕശɛ͏΍
೼ᅲБૢԷ‘) amended by the State Council and effective on 19 November 2017 and
the Detailed Rules for the Implementation of the Provisional Regulations on V alue-added Tax
of the PRC (‘) amended by the MOF on 28
October 2011 and effective on 1 November 2011, entities and individuals engaging, within the
territory of the PRC, in the sale of goods, supply of labor services in processing, repairing and
maintenance (hereinafter referred to as “labor services”), sale of services, intangible assets and
immovable properties, and importation of goods are taxpayers of V A T and shall be subject to
V A T. V A T rate is set at 17 percent for the sale of goods, supply of labor services, leasing
services of tangible movable property and importation of goods, unless otherwise specified in
the aforesaid regulations. On December 25, 2024, the SCNPC promulgated the V alue-Added
Tax Law of the PRC (‘), which will become effective on
January 1, 2026, and the Interim Regulations on V alue-added Tax of the PRC will be abolished.
According to Circular on Adjustment of V A T Rate (‘) (Cai
Shui [2018] No. 32), promulgated by the MOF and the SA T on 4 April 2018 and effective as
of 1 May 2018, in the case of V A T taxable sales or goods import by taxpayer, the original tax
rates of 17% and 11% shall be adjusted to 16% and 10% respectively.
According to the Announcement on Relevant Policies for Deepening V alue-Added
Tax Reform (ʮѓ‘) (2019 No. 39 of MOF, SA T and
General Administration of Customs), promulgated by the MOF, the SA T and the General
Administration of Customs on 20 March 2019 and became effective on 1 April 2019, the tax
rate of 16% applicable to the V A T taxable sale or import of goods by a general V A T taxpayer
shall be adjusted to 13%; and the tax rate of 10% applicable thereto shall be adjusted to 9%.
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.
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Pursuant to the Regulations of the People’s Republic of China on Foreign Exchange
Control ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ‘) amended by the State Council and 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. The foreign exchange income under the current items
may be reserved or sold to financial institutions operating the foreign exchange sale or
settlement business. Before reserving the foreign exchange income under the capital items or
selling it to any financial institution operating the foreign exchange sale or settlement business,
the approval of the competent foreign exchange administrative organ shall be obtained, unless
it is otherwise provided 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 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 (ᄲҭධ
‘) 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.
According to the Notice of the SAFE on Issues concerning the Foreign Exchange
Administration of Overseas Listing (ஷ
‘) promulgated by the SAFE and 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, its branch offices, and foreign exchange administration departments
(hereinafter referred to as “foreign exchange authorities”) shall oversee, regulate
and inspect domestic companies regarding their business registration, opening and
use of accounts, trans-border payments and receipts, exchange of funds and other
conducts involved in overseas listing.
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(ii) A domestic company shall, within 15 working days from the date of end of its
overseas listing, handle registration formalities for overseas listing at the foreign
exchange authority at its place of registration (hereinafter referred to as “local
foreign exchange authority”) upon the strength of the relevant materials.
(iii) After a domestic company gets listed overseas, if any of its domestic shareholders
intend to increase or decrease overseas shares, the domestic shareholder shall handle
overseas shareholding registration formalities with the local foreign exchange
authority upon the strength of the relevant materials within twenty working days
prior to the intended share increase or decrease.
(iv) A domestic company (excluding banking financial institutions) shall, upon the
strength of its overseas listing registration certificate, open a “special foreign
exchange account of a domestic company exclusively for overseas listing” at a local
bank for its initial public offering (or follow-on offering) and repurchase business
to handle the exchange, remittance and transfer of funds for the business concerned.
According to the Notice of the State Administration of Foreign Exchange on Further
Simplifying and Improving Policies for the Foreign Exchange Administration of
Direct Investment (ஷ
‘) issued on 13 February 2015 and effective on 1 June 2015, the SAFE has canceled the
confirmation of foreign exchange registration under domestic direct investment and
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 (hereinafter
collectively referred to as “foreign exchange registration of direct investment”) pursuant to this
notice and Operating Guidelines for Foreign Exchange Business in 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 (̮ි၍
‘) issued and implemented by the SAFE
on 9 June 2016, the settlement of foreign exchange receipts under the capital account
(including the foreign exchange capital, external debts and funds recovered from overseas
listing, etc.) that are subject to discretionary settlement may be handled at banks based on the
domestic institutions’ actual requirements for business operation. The proportion of
discretionary settlement of domestic institutions’ foreign exchange receipts under the capital
account is temporarily determined as 100%, subject to adjustment by the SAFE in due time in
accordance with international revenue and expenditure situations.
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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.
I. THE PRC LEGAL SYSTEM
The PRC legal system is based on the PRC Constitution (‘) (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
(‘) (the “Legislation Law”), which was amended by the NPC on 13
March 2023 and became effective on 15 March 2023, the NPC and the SCNPC are empowered
to exercise the legislative power of the State. The NPC has the power to formulate and revise
basic laws governing criminal offenses, civil matters, state institutions and other matters. The
SCNPC is empowered to formulate and revise laws other than the ones to be formulated by the
NPC, and when the NPC is not in session, shall supplement and revise the laws formulated by
the NPC, on the premise that the supplementation and revision are not in contradiction to the
basic principles of such laws.
The State Council is the highest organ of state administration and has the power to
formulate administrative regulations in accordance with the Constitution and the law. The
people’s congresses and their committees of the provinces, autonomous regions and
municipalities directly under the Central Government may, based on the specific conditions
and actual needs of their respective administrative regions, formulate local regulations,
provided that such regulations do not contravene the Constitution, laws or administrative
regulations. The people’s congresses and their standing committees of the cities divided into
districts may, based on their specific local conditions and actual needs, formulate local
regulations on matters such as urban-rural development and management, promotion of
ecological conservation, historic and cultural preservation, and community-level governance
provided that they do not contravene the Constitution, laws, administrative regulations, or the
local regulations of their respective provinces or autonomous regions. Where a law otherwise
provides for a matter for which cities divided into districts may formulate local regulations, the
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provisions of the said law shall prevail. Before coming into effect, local regulations made by
the cities divided into districts shall be submitted to and approved by the standing committees
of the people’s congresses of their corresponding provinces or autonomous regions.
The standing committees of the people’s congresses of the provinces or autonomous
regions shall review the legality of the local regulations submitted for approval, and shall
approve them within four months if these regulations are found in no contravention of the
Constitution, laws, administrative regulations, or the local regulations of their respective
provinces or autonomous regions. The people’s congresses of ethnic autonomous areas have the
power to formulate autonomous regulations and separate regulations on the basis of the
political, economic and cultural characteristics of the local ethnic group(s). The ministries and
commissions under the State Council, the People’s Bank of China, the National Audit Office,
authorities directly under the State Council with administrative management functions, as well
as the bodies prescribed by law, may formulate rules within the scope of their respective
authorities in accordance with laws and the State Council’s administrative regulations,
decisions, and orders.
The Constitution has the highest authority. No laws, administrative regulations, local
regulations, autonomous regulations, separate regulations, or rules may contravene the
Constitution. Laws are superior to administrative regulations, local regulations, and rules.
Administrative regulations are superior to local regulations and rules. Rules formulated by the
people’s governments of the provinces or autonomous regions are superior to rules formulated
by the people’s governments of cities divided into districts and autonomous prefectures within
the administrative regions of the provinces or autonomous regions.
The NPC has the authority to modify or annul any inappropriate law formulated by its
Standing Committee, and to annul any autonomous regulation or separate regulation approved
by its Standing Committee that contravenes the Constitution or the provisions of the second
paragraph of Article 85 of this Law; the SCNPC has the authority to annul any administrative
regulation that contravenes the Constitution or laws, to annul any local regulation that
contravenes the Constitution, laws or administrative regulations, and to annul any autonomous
regulation or separate regulation approved by the standing committees of the people’s
congresses of the relevant provinces, autonomous regions or municipalities directly under the
Central Government that contravenes the Constitution or the provisions of the second
paragraph of Article 85 of this Law; the State Council has the authority to modify or annul any
inappropriate departmental rule and local government rule; the people’s congress of a province,
an autonomous region or a municipality directly under the Central Government has the
authority to modify or annul any inappropriate local regulation formulated or approved by its
standing committee; the standing committee of a local people’s congress has the authority to
annul any inappropriate rule formulated by the people’s government at the same level; the
people’s government of a province or an autonomous region has the authority to modify or
annul any inappropriate rule formulated by people’s governments at the next lower level.
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According to the Constitution and the Legislation Law, the power of legal interpretation
belongs to 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.
II. PRC JUDICIAL SYSTEM
According to the Constitution and Organic Law of People’s Courts of the PRC ( ʕശ
‘) revised 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, local people’s courts, and other special people’s courts. Local people’s courts at various
levels are divided into high people’s courts, intermediate people’s courts and primary people’s
courts. Primary people’s courts may establish dispatched people’s tribunals according to their
local situations, population size and caseloads. The Supreme People’s Court is the highest
adjudicatory organ. The Supreme People’s Court shall oversee the adjudicatory work of local
people’s courts at all levels and of special people’s courts; people’s courts at higher levels shall
oversee the adjudicatory work of those at lower levels.
According to the Constitution and Organic Law of People’s Procuratorates of the PRC
(‘) revised by the SCNPC on 26 October 2018 and
becoming effect on 1 January 2019, the people’s procuratorates are the state’s legal oversight
organs. The Supreme People’s Procuratorate is the highest procuratorial organ. The Supreme
People’s Procuratorate shall direct the work of local people’s procuratorates at all levels and
of special people’s procuratorates; people’s procuratorates at higher levels shall direct the work
of those at lower levels.
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
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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 (‘) 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.
Foreign nationals, stateless persons and foreign enterprises and organizations that
institute or respond to proceedings in a people’s court shall have the same procedural rights and
obligations as citizens, legal persons and other organizations of the PRC. If the courts of a
foreign country impose restrictions on the civil procedural rights of citizens, legal persons and
other organizations of the PRC, the people’s courts of the PRC shall implement the principle
of reciprocity in respect of the civil procedural rights of citizens, enterprises and organizations
of that foreign country. An alien, stateless person or foreign enterprise or organization that
needs to be represented by a lawyer as his or its agent ad litem in instituting and responding
to an action in a people’s court shall appoint a lawyer of the PRC. Pursuant to international
treaties concluded or acceded to by the PRC or in accordance with the principle of reciprocity,
people’s courts and foreign courts may request mutual assistance in the service of legal
documents, investigation, collection of evidence, and other acts in connection with litigation,
on each other’s behalf. If the request by a foreign court would result in the violation of the
PRC’s sovereignty, security or public interest of the PRC, the people’s court shall refuse to
comply with the request.
The parties must perform civil judgments or rulings that have become legally effective.
Where a party refuses to perform a ruling or judgment, the other party may apply to the
people’s court for execution. The time limit applicable to applications to execute a judgment
is two years. The provisions relating to the suspension or discontinuance of the litigation
limitation period shall be applicable to the suspension or discontinuance of the limitation
period for applications to execute a judgment.
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If a party applies for execution of a legally effective judgment or ruling made by a
people’s court and the party subject to execution or his property is not located within the
territory of the PRC, the applicant may directly apply for recognition and execution to the
foreign court with jurisdiction. Having received an application or a request for recognition and
execution of a legally effective judgment or ruling of a foreign court, a people’s court shall
review such judgment or ruling pursuant to international treaties concluded or acceded to by
the PRC or in accordance with the principle of reciprocity. If, upon such review, the people’s
court considers that such judgment or ruling neither violates the basic principles of the laws
of the PRC nor harms national sovereignty, security, and the public interest, it shall rule to
recognize its effectiveness.
III. 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 (‘) (the “Company Law”) was
adopted by the Fifth Session of the Standing Committee 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 (‘) (the “Trial Measures”) and 5
supporting guidelines promulgated by the 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‘) (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 lastly amended by the CSRC and
came into effect 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.
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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.
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
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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.
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;
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(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.
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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 (iv) above; the total numbers of share of our Company held by a company shall
not exceed 10% of the total issued shares of a 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 established exchange
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 accompany
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.
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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’ 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 and copy the company’s articles of association, share register, minutes of
shareholder’s general meetings, resolutions of meetings of the board of directors 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.
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.
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Shareholder’s Meetings
Under the Company Law and Guidelines for Articles of Association, 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) to make a resolution on the Company’s engagement or dismissal of an accounting
firm;
(x) to approve upon deliberation the guarantees under Article 47 of and Guidelines for
Articles of Association;
(xi) to deliberate purchases and sales of significant assets within a year exceeding 30%
of the Company’s total assets as audited in the latest period;
(xii) to approve upon deliberation changes in the use of funds raised;
(xiii) to deliberate equity incentive plans and employee stock ownership plans;
(xiv) other functions and powers specified in provision of the articles of association.
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Under the Company Law, annual shareholders’ 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.
Shareholders’ 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 committee should convene and preside over
shareholders’ general meeting in a timely manner. If the supervisory committee 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
supervisory committee 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.
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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.
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;
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(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 cake, 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 offense of
corruption, bribery, encroachment of property, misappropriation of property, or
disrupting the order of the socialist market economy, or has been deprived of
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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;
(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 amount 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’ meetings and convene and preside over board
meetings;
(ii) to supervise, promote and oversee the implementation of resolutions of the board of
directors;
(iii) to exercise other powers conferred by the Board.
Supervisors
Under the Company Law, a joint stock limited company may, in accordance with the
provisions of its articles of association, establish an audit committee under the board of
directors comprising directors to exercise the powers and functions of the supervisory board,
in place of a supervisory board or supervisors. Otherwise, a joint stock limited company shall
have a supervisory committee consisting of three or more members. The members of the
supervisory committee shall include representatives of shareholders and at an appropriate
percentage, representatives of employees of the corporation, and the percentage of
representatives of employees shall not be less than one-third, with the specific percentage
prescribed in the company bylaws. The representatives of employees on the supervisory
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committee are democratically elected by the employees of the corporation through the
assembly of representatives of employees or assembly of employees or otherwise. No director
or senior management may concurrently hold the post of supervisor.
According to Relevant Arrangements for the Transitional Period for Implementing the
Supporting Systems and Rules for the New Company Law, issued by CSRC on 27 December
2024, a listed company shall, by 1 January 2026, provide in its articles of association that the
audit committee will be set up under its board of directors to exercise the functions and powers
of the supervisory committee stipulated in the Company Law, without establishment of the
supervisory committee or supervisors in accordance with the Company Law, the Implementing
Provisions and the supporting systems and rules etc. promulgated by the CSRC. Before
adjusting the establishment of its internal supervision bodies by a listed company, the
supervisory committee or supervisors of the listed company shall continue to comply with the
provisions of the CSRC on the supervisory committee or 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’ 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’ meetings when the Board fails to perform the duty of
convening and presiding over shareholders’ 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) to review the Company’s periodical reports prepared by the board of directors and
making written comments thereon after review;
(viii) to conduct investigations at its discretion if it discovers any abnormal operations of
the Company; and when necessary, at its discretion, retain an accounting firm, a law
firm, or any other professional institution to assist in its work, at the expenses of the
Company;
(ix) other functions and powers specified in the articles of association.
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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) to embezzle any property or misappropriate any funds of the company;
(ii) to deposit any funds of the company in an account opened in his or her own name
or in the name of any other individual;
(iii) to commit bribery or accept any other illegal revenue by taking advantage of his or
her powers;
(iv) to accept and pocket commissions on transactions between others and the company;
(v) to illegally disclose any confidential information of the company; and
(vi) otherwise violate the duty of loyalty to the company.
A director, supervisor, or senior management of a company who directly or indirectly
enters into a contract or conducts a transaction with the company shall report to the board of
directors or the shareholders’ meeting on the matters related to the contracting or transaction,
and a resolution of the board of directors or the shareholders’ meeting regarding the matters
shall be adopted in accordance with the company bylaws.
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Where a close relative of a director, supervisor, or senior management of a company, an
enterprise directly or indirectly controlled by a director, supervisor, or senior management of
a company or a close relative of him or her, or an affiliate that is otherwise affiliated to a
director, supervisor, or senior management of a company enters into a contract or conducts a
transaction with the company, the provision of the preceding paragraph applies.
A director, supervisor, or senior management may not take advantage of his or her
position to seek any business opportunity belonging to the company for himself or herself or
any other person, except under any of the following circumstances:
(i) The director, supervisor, or senior management reports it to the board of directors
or the shareholders’ meeting, and in accordance with the company bylaws, an
affirmative resolution of the board of directors or the shareholders’ meeting
regarding it is adopted; or
(ii) The company is unable to use the business opportunity, in accordance with a law, an
administrative regulation, or the company bylaws.
A director, supervisor, or senior management of a company may not engage in the same
kind of business as the company for his or her own account or for the account of any other
person without reporting it to the board of directors or the shareholders’ meeting and without
a resolution of the board of directors or the shareholders’ meeting regarding it adopted in
accordance with the company bylaws.
A director, supervisor, or senior executive of a company who violates a law, an
administrative regulation, or the company bylaws in executing his or her functions, causing any
loss to the company, is liable in damages.
Finance and Accounting
Under the Company Law, a company shall establish its financial affairs and accounting
system in accordance with laws, administrative regulations, and the provisions issued by the
finance department of the State Council. A company shall, at the end of each fiscal year,
prepare a financial accounting report, which shall be audited by an accounting firm in
accordance with the law. The financial accounting report shall be prepared in accordance with
laws, administrative regulations, and the provisions issued by the finance department of the
State Council.
The financial accounting report of a joint stock limited company shall be placed at the
corporation for consultation by the shareholders 20 days before the annual shareholders’
meeting is held; and a joint stock limited company offering shares to the public shall announce
its financial accounting report.
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Where a company distributes its after-tax profits of the current year, it shall set aside 10%
of the profits as funds of the statutory reserve of the company. The company may discontinue
setting aside funds of the statutory reserve if the cumulative amount of the statutory reserve is
50% or more of the registered capital of the company. Where the statutory reserve of a
company is not sufficient to cover loss from the previous years of the company, the profits of
the current year shall be used for covering loss before the funds of the statutory reserve are set
aside under the preceding paragraph. After setting aside funds of the statutory reserve from its
after-tax profits, a company may, upon resolution of the shareholders’ meeting, set aside funds
of a discretionary reserve from its after-tax profits.
The remaining after-tax profits after loss is covered and reserve funds are set aside may
be distributed by a corporation in proportion to the shares held by the shareholders, except as
otherwise prescribed in the company bylaws.
The premium obtained by a company from an offering of shares at an offering price above
the par value of stock, the portion of proceeds from an offering of no-par shares which is not
included in the registered capital, and other items included in the capital reserve as prescribed
by the finance department of the State Council shall be listed as the capital reserve of the
company.
The reserves of a company shall be used for covering loss and expanding production and
other operations or be converted to increase the registered capital of the company. Where
reserves are used to cover loss of a company, the discretionary and statutory reserves shall be
first used; and if they are insufficient for covering loss, the capital reserve may be used
according to the applicable provisions. Where the statutory reserve is converted to increase the
registered capital, the remainder of the reserve may not be less than 25% of the registered
capital of the company before the conversion.
A company may not create any account books other than the statutory account books.
Appointment and Dismissal of Accounting Firms
Pursuant to the Company Law, the engagement or dismissal by a company of an
accounting firm undertaking the audit of the company shall be decided by the shareholders’
meeting, board of directors, or supervisory committee in accordance with the provisions of the
company bylaws. When the shareholders’ meeting, board of directors, or supervisory
committee votes on the dismissal of the accounting firm, the accounting firm shall be allowed
to present its opinions. A company shall provide the accounting firm engaged with truthful and
complete accounting vouchers, account books, financial accounting reports, and other
accounting materials, and may not decline provision, conceal any materials, or provide any
false materials.
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The Guidelines for Articles of Association provides that the company shall guarantee the
provision of true and complete accounting documents, accounting books, financial accounting
reports, and other accounting materials to the accounting firm engaged, and may not refuse to
provide, conceal, or provide false materials. The auditing fees payable to the accounting firm
shall be subject to the decision of the shareholders’ meeting.
Profit Distribution
Where a company distributes profits to the shareholders in violation of this Law, the
shareholders shall return the profits so distributed to the company; and if any loss is thus
caused to the company, the shareholders and liable directors, supervisors, and senior executives
shall pay damages.
Dissolution and Liquidation
According to the Company Law, a company shall be dissolved for the following reasons:
(i) the business duration prescribed in the company bylaws expires or any other cause
of dissolution prescribed in the company bylaws occurs;
(ii) the shareholders’ meeting adopts a resolution to dissolve the company;
(iii) the combination or division of the company requires dissolution of the company;
(iv) the company forfeits its business license, is ordered to close down, or is abolished
in accordance with the law;
(v) where the operational management of a company encounters any difficulty that is so
serious that the continuous existence of the company will cause any major loss to the
interests of the shareholders, which cannot be solved by other means, a shareholder
or shareholders holding ten percent or more of the voting rights of the company may
petition a people’s court for dissolution of the company.
Where any of the causes of dissolution of a company set out in the preceding paragraph
occurs, the company shall, within ten days, publish the cause of dissolution through the
National Enterprise Credit Information Publicity System.
Where any of the circumstances in subparagraphs (1) and (2) of paragraph 1 of the
preceding article occurs to a company, and the company has not distributed property to the
shareholders, the company may continue to exist by amending the company bylaws or by a
resolution of the shareholders’ meeting. The amendment of the company bylaws or a resolution
of the shareholders’ meeting under the preceding paragraph must be adopted by two-thirds or
more of the voting rights of the shareholders present at a shareholders’ meeting in the case of
a corporation.
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Where a company is dissolved under subparagraph (1), (2), (4), or (5) above, the company
shall be liquidated. The directors of the company as the liquidation obligors shall, within 15
days of occurrence of the cause of dissolution, form a liquidation group to conduct liquidation.
The liquidation group are composed of the directors, except as otherwise prescribed in the
company bylaws or unless any other person is appointed to the liquidation group by a
resolution of the shareholders’ meeting. Where the liquidation obligors fail to perform their
liquidation obligations in a timely manner, causing any loss to the company or any creditor, the
liquidation obligors are liable in damages.
The liquidation group fails to be formed within the prescribed time limit or liquidation is
not conducted after the formation of a liquidation group, an interested person may petition a
people’s court to designate the relevant persons to form a liquidation group to conduct
liquidation. The people’s court shall accept the petition, and organize the liquidation by the
liquidation group in a timely manner.
The liquidation group exercises the following powers during liquidation:
(i) identifying the property of the company and preparing respectively a balance sheet
and a list of property;
(ii) notifying creditors and issuing an announcement;
(iii) handling the unfinished business of the company related to liquidation;
(iv) identifying and paying the taxes owed and the taxes arising in the process of
liquidation;
(v) identifying and disposing of claims and debts;
(vi) distributing the remaining property of the company after paying off debts;
(vii) participating in civil litigations on behalf of the company.
The liquidation group shall, within ten days of its formation, notify the creditors, and
within 60 days of its formation, issue a public announcement in a newspaper or the National
Enterprise Credit Information Publicity System. The creditors shall, within thirty days of
receipt of the notice or within 45 days of issuance of the announcement if they fail to receive
the notice, declare their claims to the liquidation group.
After the liquidation expenses, wages of employees, social insurance expenses, and
statutory indemnities are paid, the taxes owed are paid, and the debts of the company are
repaid, the residual property of the company may be distributed in proportion to the capital
contributions of the shareholders in the case of a limited liability company or in proportion to
the shares held by the shareholders in the case of a corporation.
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During liquidation, the company continues to exist, but may not conduct any operation
irrelevant to liquidation. The property of the company may not be distributed to the shareholder
before the payment and repayment under the preceding paragraph.
Where the liquidation group discovers that the property of the company is insufficient for
paying off debts after identifying the property of the company and preparing a balance sheet
and a list of property, the liquidation group shall, in accordance with the law, petition a
people’s court for bankruptcy liquidation. After the people’s court accepts the petition for
bankruptcy, the liquidation group shall transfer the liquidation affairs to the bankruptcy
administrator designated by the people’s court.
After completion of liquidation of a company, the liquidation group shall prepare a
liquidation report, submit the report to the shareholders’ meeting or the people’s court for
confirmation, submit the confirmed report to the company registration authority, and apply for
cancelation of company registration.
The members of a liquidation group shall, in performing their liquidation duties, have the
duty of loyalty and duty of diligence. Where the members of the liquidation group are slow to
perform their liquidation duties, causing any loss to the company, they are liable in damages.
Where the members of the liquidation group cause any loss to the creditors intentionally or
with gross negligence, they are liable in damages.
Where a company fails to apply to the company registration authority for cancelation of
company registration three years after its forfeiture of business license, ordered closedown, or
abolition, the company registration authority may issue an announcement through the National
Enterprise Credit Information Publicity System, and the period of announcement shall not be
less than 60 days. If there is no objection raised upon expiry of the period of announcement,
the company registration authority may cancel the registration of the company.
Overseas Listing
According to the Trial Measures, initial public offerings or listings in overseas markets
shall be filed with the CSRC within 3 working days after the relevant application is submitted
overseas. Subsequent securities offerings of an issuer in the same overseas market where it has
previously offered and listed securities shall be filed with the CSRC within 3 working days
after the offering is completed. Subsequent securities offerings and listings of an issuer in other
overseas markets than where it has offered and listed shall be filed pursuant to provisions in
the first paragraph of this Article. Moreover, where the filing documents are complete and in
compliance with stipulated requirements, the CSRC will, within 20 working days after
receiving the filing documents, conclude the filing procedure and publish the filing results on
the CSRC website. Where the filing documents are incomplete or do not conform to stipulated
requirements, the CSRC shall request courtesy translation supplementation and amendment
thereto within 5 working days after receiving the filing documents. The issuer should then
complete supplementation and amendment within 30 working days.
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Loss of Share Certificates
A shareholder whose stock certificate is stolen, lost, or destroyed may request a people’s
court to declare invalidation of the stock certificate under the procedure for announcement to
urge declaration of claims prescribed in the Civil Procedural Law. After the people’s court
declares invalidation of the stock certificate, the shareholder may apply to the corporation for
reissuance of a stock certificate.
Suspension and Termination of Listing
The Company Law has deleted provisions governing suspension and termination of
listing. The Securities Law of the People’s Republic of China (‘)
(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
stock exchange shall terminate its listing and trading in accordance with the business rules.
According to the Trial Measures, in case of voluntary or mandatory delisting, the issuer
shall submit a report thereof to CSRC within 3 working days after the occurrence and public
disclosure of the event.
IV . 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
mainland China 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 Provisional Regulations Concerning the Issue and Trading of Shares (ୃ೯Бၾ
၍ଣᅲБૢԷ‘) promulgated by the State Council and effective on 22 April 1993 provide
the application and approval procedures for public offerings of shares, trading in shares, the
acquisition of listed companies, the deposit, settlement and transfer of listed shares, the
disclosure of information with respect to a listed company, investigation and penalties and
dispute arbitration.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS
– IV-23 –


--- page 541 ---
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.
The PRC Securities Law, which was amended by the SCNPC 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.
V . ARBITRATION AND ENFORCEMENT OF ARBITRAL A W ARDS
Under the Arbitration Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷΀൒
‘) (the “Arbitration Law”), amended by the SCNPC 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. The
parties shall perform the arbitration award. If a party fails to perform the arbitration award, the
other party may apply to the people’s court for enforcement in accordance with the relevant
provisions of the 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). If a party applies for enforcement of a legally effective arbitration award made
by a foreign-related arbitration commission and if the party against whom the enforcement is
sought or such party’s property is not within the territory of the People’s Republic of China,
he shall directly apply to a competent foreign court for recognition and enforcement of the
award.
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--- page 542 ---
Where an effective arbitration award rendered outside the territory of the People’s
Republic of China requires recognition and enforcement by a people’s court, a party may
directly apply to the intermediate people’s court at the place of domicile of the party subject
to enforcement or at the place where the property thereof is located. If the domicile of the
person subject to enforcement or the property thereof is not within the territory of the People’s
Republic of China, the party may file an application with the intermediate people’s court at the
place of domicile of the applicant or at the place that has appropriate connections with the
dispute involved in the arbitration award. The people’s court shall process the application in
accordance with an international treaty concluded or acceded to by the People’s Republic of
China or under the principle of reciprocity.
According to the Arrangement of the Supreme People’s Court on Mutual Enforcement of
Arbitral Awards between the Mainland and the Hong Kong Special Administrative Region
(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 Mainland and the Hong Kong Special Administrative Region ( ௰৷ɛ
໾̂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-25 –


--- page 543 ---
This Appendix mainly provides investors with an overview of the Articles of Association.
As the following information is in summary form, it does not contain all the information that
may be important to investors.
SHARES ISSUANCE
The shares of the Company shall be issued in an open, fair and equal manner. Each share
of the same class shall rank pari passu with each other. Shares of a class in each issuance shall
be issued under the same terms and at the same price. Each of the shares shall be subscribed
for at the same price by any entity or individual.
INCREASE, DECREASE, REPURCHASE AND TRANSFER OF SHARES
Increase and Decrease of Shares
According to the operation and development needs of the Company, subject to the laws
and regulations, the Company may increase the capital by the following ways upon resolution
and approval at the Shareholders’ Meeting (“ General Meeting ”o r“ Shareholders’ Meeting ”):
(i) Issuance of shares to unspecified persons;
(ii) Issuance of shares to specific recipients;
(iii) Distribution of bonus shares to existing shareholders;
(iv) Converting the reserve funds into share capital;
(v) Other means approved by the laws, administrative regulations and approved by the
CSRC and the securities regulatory rules of the place where the Company’s shares
are listed.
Our Company may decrease our registered share capital and shall comply with the
procedures stipulated in the PRC Company Law and other related requirements and the Articles
of Association.
Repurchase of Shares
The Company shall not acquire its own shares, unless otherwise under the circumstances:
(i) Reduce our Company’s registered capital;
(ii) Merger with other companies which hold our shares;
(iii) Using the shares as an employee stock ownership plan or equity incentive plan;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 544 ---
(iv) Purchasing its shares from Shareholders who have voted against the resolutions on
the merger or division of the Company at a Shareholders’ Meeting upon their
request;
(v) Use of shares for conversion of convertible corporate bonds issued by the Company;
(vi) Necessary for the Company to maintain its value and protect the interests of the
shareholders.
Except for the above circumstances, the Company shall not engage in the acquisition of
its shares.
A resolution shall be passed at the Shareholders’ Meeting when the Company is to
repurchase its own shares under the circumstances (i) and (ii) set out above. In case of the
circumstances stipulated in (iii), (v) and (vi) above, subject to the compliance with the
securities regulatory rules of the place where the Company’s shares are listed, a resolution of
the Company’s Board shall be passed by more than two-thirds of the Directors attending the
Board meeting. After the Company has repurchased its own shares in accordance with the
circumstances above, subject to the compliance with the securities regulatory rules of the place
where the Company’s shares are listed, the shares so repurchased shall be canceled within ten
days from the date of purchase (under the circumstance set out in (i) above), or shall be
transferred or canceled within six months (under the circumstances set out in (ii) and (iv)
above). If the Company repurchases its shares under the circumstances set out in (iii), (v) and
(vi) above, the total number of shares held by the Company shall not exceed 10% of the total
issued shares of the Company, and such shares shall be transferred or canceled within three
years.
If the share repurchase is made under the circumstances stipulated in (iii), (v) or (vi)
above, it shall be conducted by way of open centralized trading.
Transfer of Shares
A Shares of the Company that were initially issued prior to a public issue shall not be
transferred within one year from the date on which A Shares of the Company are listed and
traded on the stock exchange.
The Directors and senior management of the Company shall notify the Company of their
holdings of shares in the Company and the changes therein. The shares transferable by them
during each year of their tenures shall not exceed 25% of their total holdings of shares of the
same class in the Company. The shares in the Company held by them shall not be transferred
within one year from the date on which the Company’s shares are listed for trading. The shares
in the Company held by them shall not be transferred within half a year from their departure
from the Company. Where the listing rules of the place where the Company’s shares are listed
provide otherwise in respect of the restrictions on the transfer, such rules shall prevail.
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--- page 545 ---
Any gains from sale of Company’s shares or other securities with the nature of equity by
the Directors and senior management members or shareholders holding 5% or more of the
Company’s shares (excluding a recognized clearing house or its agent thereof defined in the
relevant provisions in force from time to time of the Hong Kong laws) within six months after
their purchase of the same, and any gains from the purchase of the shares or other securities
with an equity nature by any of the aforesaid parties within six months after sale of the same
shall be disgorged and paid to the Company, and the Board of Directors of the Company shall
be responsible for recovering such gains from the abovementioned parties. However, a
securities company which holds 5% or more of the Company’s shares as a result of its
undertaking of the untaken shares in an offer, and other circumstances stipulated by the CSRC
are excluded. If it is otherwise provided in the listing rules of the place where the Company’s
shares are listed, such rules shall prevail.
Shares or other securities with the nature of equity held by Directors, senior executives
and individual shareholders as mentioned in the preceding paragraph include shares or other
securities with the nature of equity held by their spouses, parents or children, or held by them
by using other people’s accounts.
If the Board of Directors of the Company fails to comply with the above paragraph of this
Article, the Shareholders are entitled to request the Board of Directors to do so within 30 days.
If the Board of Directors of the Company fails to comply within the aforesaid period, the
Shareholders are entitled to initiate litigation directly in the People’s Court in their own names
for the interest of the Company. And if the Board of Directors fails to implement the provisions
set forth above in this Article, the responsible Directors shall bear joint and several liability in
accordance with law.
SHAREHOLDERS AND SHAREHOLDERS’ GENERAL MEETINGS
Shareholders
The Company shall make a register of shareholders in accordance with evidentiary
documents provided by the securities registration authorities. The register of Shareholders is
sufficient evidence to prove that the Shareholders hold the Company’s Shares. The original
register of Shareholders of H Shares listed in Hong Kong is kept in Hong Kong and is available
for inspection by Shareholders, but the Company may suspend the registration of Shareholders
in accordance with applicable laws and regulations and the securities regulatory rules of the
place where the Company’s Shares are listed. Any shareholder whose name is entered in the
H Shares register of members or any person whose name (company’s name) is requested to be
entered in the H Shares register of members may apply to the Company for the issuance of a
new replacement share certificate in respect of such share if the share certificate is lost. H
Shareholders who have lost their share certificates and apply for replacement may be dealt with
in accordance with the laws, rules of the stock exchange or other relevant regulations of the
place where the original H Shares register of members is kept. Shareholders shall enjoy rights
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 546 ---
and assume obligations according to the class of shares they hold. Shareholders holding shares
of the same class shall enjoy the same rights and assume the same obligations. For the purposes
of this Article, the A Shares and the H Shares of the Company shall be deemed to be of the same
class of shares.
The rights of our Shareholders are as follows:
(i) To receive distribution of dividends and other forms of benefits according to the
number of shares held;
(ii) To legally require, convene, preside over, participate in or authorize proxies of
Shareholders to attend the General Meeting and exercise corresponding voting
rights;
(iii) To supervise operational activities of our Company, provide suggestions or submit
queries;
(iv) To transfer, grant and pledge the Company’s shares held according to the provisions
of the laws, administrative regulations and the Articles of Association;
(v) To inspect and copy the Articles of Association, the register of shareholders, General
Meeting minutes, resolutions of meetings of the Board of Directors, financial and
accounting reports, and shareholders who satisfy the relevant requirements may, in
accordance with applicable regulations, inspect the Company’s account books and
accounting vouchers;
(vi) To participate in the distribution of the remaining assets of our Company according
to the proportion of shares held upon our termination or liquidation;
(vii) To require our Company to acquire the shares from Shareholders voting against any
resolutions adopted at the General Meeting concerning the merger and division of
the Company;
(viii) Other rights conferred by laws, administrative regulations, regulations of the
authorities, regulatory rules where our Company’s shares are listed, or the Articles
of Association.
Where any Shareholder demands to read the relevant information or obtain any of the
aforesaid materials, he shall submit to the Company written documents proving the class(es)
and number of shares he holds. The Company shall provide the relevant information or
materials in accordance with the Shareholder’s demand after verifying the Shareholder’s
identity.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-4 –


--- page 547 ---
A shareholder who requests to inspect or copy the relevant information of the Company
shall comply with the Company Law, the Securities Law, and other relevant laws and
administrative regulations. If a shareholder who holds more than 3% of the Company’s shares
individually or collectively for more than 180 consecutive days requests to inspect the
Company’s account books and accounting vouchers, he or she shall submit a written request
to the Company stating the purpose with supporting documents in compliance with the relevant
provisions of the Company Law and the Securities Law. If the Company has a reasonable basis
to believe that the shareholder’s inspection of account books and accounting vouchers has an
improper purpose and may harm the legitimate interests of the Company, it may refuse to
provide such inspection, and shall reply to the shareholder in writing and explain the reasons
within 15 days from the date of the shareholder’s written request.
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, the resolution shall not be revoked
if there are only minor flaws in the convening procedures or voting methods of the
Shareholders’ Meeting or the Board meeting resulting in no substantial impact on the
resolution.
The obligations of Shareholders are as follows:
(i) To abide by laws, administrative regulations and the Articles of Association;
(ii) To provide Share capital according to the Shares subscribed for and Share
participation methods;
(iii) Not to withdraw Share capital unless prescribed otherwise in laws and
administrative regulations;
(iv) Not to abuse Shareholders’ rights to infringe upon the interests of the Company or
other Shareholders; not to abuse the Company’s status as an independent legal entity
or the limited liability of Shareholders to damage the interests of the Company’s
creditors;
(v) To perform other duties prescribed in laws, administrative regulations, the securities
regulatory rules of the place where the Company’s shares are listed and the Articles
of Association.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-5 –


--- page 548 ---
Any company Shareholder who abuses Shareholders’ rights and causes the Company or
other Shareholders to suffer a loss shall be liable for making compensation in accordance with
the law. Any Shareholder who abuses the status of the Company as an independent legal entity
or the limited liability of Shareholders to evade debts and seriously damages the interests of
the Company’s creditors shall assume joint and several liability for the Company’s debts.
In the event of any loss caused to our Company as a result of violation of any laws,
administrative regulations or Articles of Association by the Directors other than a member of
the Audit Committee or senior management when performing their duties in our Company, the
Shareholders holding more than 1% shares separately or jointly for over 180 consecutive days
may submit a written request to the Audit Committee to file an action with the people’s court.
Where the Audit Committee violates laws, administrative regulations or the Articles of
Association in their duty performance and cause loss to our Company, the aforementioned
Shareholders may submit a written request to the Board of Directors to file an action with the
people’s court.
In the event that the Audit Committee or the Board of Directors refuse to file an action
upon receipt of the Shareholders’ written request specified in the preceding paragraph, or fail
to file an action within 30 days upon receipt thereof, or in the event that the failure to
immediately file an action in an emergency case will cause irreparable damage to the interests
of our Company, the Shareholder(s) specified in the preceding paragraph may, in their own
name, directly file an action to the court for the interest of our Company.
In the event of any other person infringes upon the legitimate rights and interests of our
Company and causes losses thereto, the shareholder(s) specified in this Articles of Association
may file an action with the court pursuant to the provisions of the preceding two paragraphs.
In the event of a director or senior management person violates laws, administrative
regulations or our Company’s Articles of Association, thereby damaging the interests of the
Shareholder(s), the Shareholder(s) may file an action with the court.
The controlling Shareholders and actual controllers of the Company shall comply with the
following provisions:
(i) to exercise their rights as shareholders in accordance with the law and not abuse
their control or use their affiliation to prejudice the legitimate interests of the
Company or other shareholders;
(ii) to strictly fulfil the public statements and undertakings made, without unilateral
alteration or waiver;
(iii) to fulfil information disclosure obligations in strict accordance with the relevant
regulations, to proactively cooperate with the Company in information disclosure
and to inform the Company in a timely manner of material events that have occurred
or are proposed to occur;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-6 –


--- page 549 ---
(iv) not to appropriate the Company’s funds in any way;
(v) not to order, instruct or request the Company and relevant personnel to provide
guarantees in violation of laws and regulations;
(vi) not to make use of the Company’s undisclosed material information for personal
gain, not to disclose in any way undisclosed material information relating to the
Company, and not to engage in insider trading, short-swing trading, market
manipulation and other illegal and unlawful acts;
(vii) not to prejudice the legitimate rights and interests of the Company and other
shareholders through unfair related party transactions, profit distribution, asset
restructuring, foreign investment or any other means;
(viii) to ensure the integrity of the Company’s assets, and the independence of personnel,
finance, organization and business, and not to affect the independence of the
Company in any way;
(ix) other provisions of laws, administrative regulations, the CSRC, the business rules of
the stock exchange and the Articles of Association.
General Provisions for Shareholders’ Meetings
The General Meetings are divided into annual general Shareholders’ meetings and
extraordinary general Shareholders’ meetings. The annual general shareholders’ meeting shall
be convened once a year and be held within six months of the end of the previous fiscal year.
The Shareholders’ Meeting is the organ of authority of the Company, which exercises its
powers in accordance with the laws:
(i) To elect or remove the Directors (other than the employee representatives) and to
decide on matters relating to the remuneration of Directors;
(ii) To examine and approve reports of the Board of Directors;
(iii) To examine and approve the Company’s proposals for profit distribution plans and
loss recovery plans;
(iv) To decide on any increase or decrease of the Company’s registered capital;
(v) To decide on the issue of corporate bonds by the Company;
(vi) To decide on matters such as merger, division, dissolution and liquidation or change
of corporate form of the Company;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-7 –


--- page 550 ---
(vii) To amend the Articles of Association;
(viii) Resolution on appointment and dismissal of the accounting firm responsible for the
audits of the Company by the Company;
(ix) To examine and approve the provision of guarantees stipulated in Article 46;
(x) To examine and approve connected transactions between the Company and
connected persons where the transaction amount exceeds 5% of the absolute value
of the latest audited net assets of the Company and the absolute amount exceeds
RMB30 million;
(xi) To examine matters relating to the purchases and disposals of the Company’s
material assets within one year, which exceed 30% of the Company’s latest audited
total assets;
(xii) To examine and approve matters relating to changes in the use of proceeds;
(xiii) To examine and approve the equity incentive plans and employee stock ownership
plans;
(xiv) To examine other matters as required by the laws, administrative regulations,
departmental rules, the securities regulatory rules of the place where the Company’s
shares are listed or the Articles of Association of the Company, which shall be
decided by the Shareholders’ Meeting.
The Company shall not provide external guarantees without the approval of the Board of
Directors or the General Meeting. The following acts of external guarantee of the Company
shall be submitted to the General Meeting for deliberation and approval:
(i) Any guarantee to be provided after the total amount of external guarantees provided
by the Company and the subsidiaries it controls has exceeded 50% of the Company’s
net assets as audited in the latest period;
(ii) Basis of the cumulative guarantee amount in the last 12 months, the total amount of
external guarantees provided by the Company has exceeded 30% of the Company’s
latest audited total assets in the latest period;
(iii) Basis of the cumulative guarantee amount in the last 12 months, the total amount of
external guarantees provided by the Company has exceeded 50% of the Company’s
net assets audited in the latest period, and the absolute value exceeded RMB50
million;
(iv) Any guarantee to be provided for a party whose ratio of liabilities to assets exceeds
70%;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 551 ---
(v) The single guarantee for an amount more than 10% of the Company’s net assets
audited in the latest period;
(vi) Any guarantee to be provided after the total amount of guarantees provided by the
Company and the subsidiaries it controls has exceeded 30% of the Company’s total
assets as audited in the latest period;
(vii) The guarantee to be provided to a Shareholder, or to an actual controller or related
party thereof;
(viii) Other guarantees as stipulated in the securities regulatory rules of the place where
the Company’s shares are listed or in the Articles of Association.
Guarantee matters in item (ii) of the preceding paragraph examined at the General
Meeting shall be approved by more than two-thirds of the votes held by the shareholders
present at the meeting.
The Company shall convene an extraordinary general meeting within two months from
the date of the occurrence of any of the following circumstances:
(i) The number of directors is less than the number provided for in the Company Law
or less than two-thirds of the number prescribed in these Articles of Association;
(ii) The uncovered losses of our Company reach one-third of its total paid-in share
capital;
(iii) The Shareholders with 10% or more shares of the Company separately or jointly
request;
(iv) The Board of Directors considers it necessary;
(v) The Audit Committee proposes that such a meeting shall be held;
(vi) Other circumstances conferred by the laws, administrative regulations, departmental
rules, securities regulatory rules of the place where the Company’s shares are listed
and the Articles of Association.
Convening of Shareholders’ Meetings
Shareholders who individually or collectively hold more than 10% of the shares of the
Company shall have the right to request the Board of Directors to convene an extraordinary
general meeting, and shall submit such request in writing to the Board of Directors. The Board
of Directors shall in accordance with the provisions of laws, administrative regulations and the
Articles of Association, provide written feedback on whether or not to convene the
extraordinary general meeting within 10 days after receiving the request.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 552 ---
Where the Board of Directors agrees to convene an extraordinary general meeting, it shall
issue a notice of convening the general meeting within 5 days after the resolution of the Board
of Directors is made, and changes to the original request in the notice shall be subject to the
consent of the relevant shareholders. Where the Board of Directors does not agree to convene
an extraordinary general meeting, or fails to give feedback within 10 days after receiving the
request, shareholders who individually or collectively hold more than 10% of the Company’s
shares have the right to propose to the Audit Committee to hold an extraordinary general
meeting, and shall make a written request to the Audit Committee.
Where the Audit Committee agrees to convene an extraordinary general meeting, it shall
issue a notice of convening the general meeting within 5 days of receiving the request, and any
changes to the original request in the notice shall be subject to the consent of the relevant
shareholders. Where the Audit Committee fails to issue a notice of the general meeting within
the prescribed time limit, it shall be deemed that the Audit Committee has not convened and
presided over the general meeting, and shareholders who individually or collectively hold more
than 10% of the Company’s shares for more than 90 consecutive days may convene and preside
over it on their own.
Where the Audit Committee or shareholders decide to convene a Shareholders’ Meeting
by themselves, they shall notify the Board of Directors in writing and file with Shenzhen Stock
Exchange at the same time. Prior to the announcement of the resolution of the Shareholders’
Meeting, the shareholding ratio of the convening shareholders shall not be less than 10%. The
Audit Committee or the convening shareholders shall submit relevant supporting materials to
Shenzhen Stock Exchange when issuing the notice of the general meeting and the
announcement of the resolutions of the Shareholders’ Meeting.
The expenses necessary for the Shareholders’ Meeting convened by the Audit Committee
or the Shareholders themselves shall be borne by the Company.
Notice of Shareholders’ Meeting
The notice of a Shareholders’ Meeting includes the following:
(i) The time, place and duration of the meeting;
(ii) The matters and proposals to be discussed at the meeting;
(iii) In plain language: all Shareholders have the right to attend the general meeting of
shareholders, and may entrust a proxy in writing to attend the meeting and vote.
Such a proxy does not need to be a shareholder of the Company;
(iv) The shareholding registration date of the Shareholders entitled to attend the general
meeting;
(v) Name and telephone number of the permanent contact person for conference affairs;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 553 ---
(vi) The time and procedure for voting online or through other means.
The notice of the General Meeting and the supplementary notice shall fully and
completely disclose all the specific contents of all proposals.
Where a Shareholders’ Meeting is held online or by other means, the time and procedures
for voting online or by other means shall be clearly stated in the notice of the Shareholders’
Meeting. The time of voting for Shareholders’ Meetings held online or by other means shall not
be commenced before 3:00 p.m. on the day prior to the day of the on-site Shareholders’
Meeting, and later than 9:30 a.m. on the day of the onsite Shareholders’ Meeting. V oting shall
not be ended earlier than 3:00 p.m. on the day of the on-site Shareholders’ Meeting.
The convener shall notify all Shareholders by way of announcement 20 days prior to the
convening of the annual general meeting, and each Shareholder shall be notified by way of
announcement 15 days prior to the convening of the extraordinary general meeting.
The interval between the equity registration date and the meeting date shall be no more
than 7 working days. Once the equity registration date is confirmed, it cannot be changed.
Proposals at Shareholders’ Meetings
The Board of Directors, the Audit Committee and Shareholders who individually or
jointly hold more than 1% of the shares of the Company shall have the right to put forward
proposals to the Company. Shareholders who individually or collectively hold more than 1%
of the shares of the Company may submit an interim proposal in writing to the convener 10
days prior to the convening of the Shareholders’ Meeting. The convener shall issue a
supplementary notice of the Shareholders’ Meeting within 2 days after receiving the proposal,
announce the contents of the interim proposal, and submit such interim proposal to the
Shareholders’ Meeting for consideration, except where such interim proposal is in violation of
provisions under laws, administrative regulations or the Articles of Association, or is out of the
scope of authorisation of the Shareholders’ Meeting. Where the Shareholders’ Meeting is
postponed in accordance with the requirements of the securities regulatory rules of the place
where the Company’s shares are listed due to the issuance of a supplementary notice of the
Shareholders’ Meeting, the convening of the Shareholders’ Meeting shall be postponed in
accordance with the provisions of the securities regulatory rules of the place where the
Company’s shares are listed.
Proxy for the Shareholders’ Meeting
A shareholder may attend and vote at the Shareholders’ Meeting in person or by proxy.
Where a shareholder is a recognized clearing house (or its proxy) as defined under relevant
ordinances enacted in Hong Kong from time to time, such shareholder may authorize its
corporate representative or one or more persons as it thinks fit to act as its representative(s) at
any Shareholders’ Meeting.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 554 ---
Individual shareholders attending the meeting in person shall present their personal
identity cards or other valid certificates or documents. Proxies attending the meeting shall
present their personal identity cards and the proxy statements from the shareholder.
Corporate shareholders shall be represented by its legal representative or proxies
authorized by the legal representative. Legal representatives attending the meeting shall
present their personal identity cards or valid documents that can prove its identity as the legal
representative. Proxies authorized to attend the meeting shall present their personal identity
cards or the written proxy statement legally issued by the legal representative of the legal
person shareholder, except for shareholders who are a recognized clearing house as defined in
the relevant ordinances in force from time to time under the laws of Hong Kong or the
securities regulatory rules of the place where the shares of the Company are listed (hereinafter
referred to as the “Recognized Clearing House”).
If the shareholder is a Recognized Clearing House (or their proxies), the shareholder may
authorize one or more persons as it deems appropriate to act as its representative at any General
Meeting or creditors’ meeting; however, if more than one person is authorized, the power of
attorney shall specify the number and class of shares in respect of which each such person is
so authorized, and shall be signed by an authorized officer of the Recognized Clearing House.
A person so authorized may exercise power on behalf of the Recognized Clearing House (or
their proxies) and shall be entitled to the same statutory rights as other Shareholders, including
the right to speak and vote, as if such person were an individual shareholder of the Company
(without presenting a shareholding certificate, notarized authorization and/or further evidence
confirming its duly authorization).
Voting at the Shareholders’ Meeting
The resolutions of the Shareholders’ meeting divided into ordinary resolutions and special
resolutions. An ordinary resolution at a Shareholders’ Meeting shall be passed by more than
half of the voting rights held by the shareholders present at the Shareholders’ Meeting. A
special resolution at a Shareholders’ Meeting shall be passed by at least two-thirds of the voting
rights held by the shareholders present at the Shareholders’ Meeting.
Shareholders shall exercise voting rights based on the number of shares with voting rights
held by them, and each share shall be entitled to one vote.
Where material issues affecting the interests of small and medium investors are
considered at the Shareholders’ Meeting, the votes of small and medium investors shall be
counted separately. The separate votes counting results shall be disclosed publicly in a timely
manner.
The shares held by the Company shall have no voting right, and shall not be included in
the total number of shares with voting rights of shareholders present at the Shareholders’
Meeting. If a shareholder purchases shares with voting rights of the Company in violation of
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-12 –


--- page 555 ---
the provisions of Article 63(1) and (2) of the Securities Law, the voting rights of such shares
in excess of the prescribed proportion shall not be exercised and shall not be counted towards
the total number of shares with voting rights present at the Shareholders’ Meeting for thirty-six
months after the purchase.
The Board of Directors, independent Directors and shareholders holding more than 1% of
the shares with voting rights or investor protection agencies established in accordance with the
laws, administrative regulations or the requirements of CSRC may publicly solicit
Shareholders‘ voting rights. The solicitation of Shareholders’ voting rights shall fully disclose
the specific voting intention and other information to the solicited persons. It is prohibited to
solicit Shareholders’ voting rights by means of payment or disguised payment. The Company
shall not impose minimum shareholding restrictions on the solicitation of voting rights.
The following matters shall be approved by the General Meeting through ordinary
resolutions:
(i) Work report of the Board of Directors;
(ii) Plans of earnings distribution and loss make-up schemes drafted by the Board;
(iii) Appointment or dismissal of the members of the Board of Directors, and their
payment and payment methods;
(iv) Other matters other than those approved by special resolution stipulated in the laws,
administrative regulations, securities regulatory rules of the place where the
Company’s Shares are listed or the Articles of Association.
The following matters shall be approved by special resolution at the General Meeting:
(i) The increase or reduction of the registered capital of the Company;
(ii) The division, split-off, merger, dissolution and liquidation of the Company;
(iii) Any amendment to the Articles of Association;
(iv) Purchase or sale of significant assets or guarantee amount within a year which
exceeds 30% of the Company’s audited total assets for the latest period;
(v) Share option incentive plan;
(vi) Other matters as required by the laws, administrative regulations, other securities
regulatory rules of the place where the Company’s Shares are listed and the Articles
of Association, and matters approved by ordinary resolution of the General Meeting
which are believed could materially affect our Company and need to be approved by
special resolution.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-13 –


--- page 556 ---
DIRECTORS AND BOARD OF DIRECTORS
Directors
Directors’ term of office shall be three years. Upon expiration of the term, the Director
may be re-elected. Director can be the general manager or other senior management personnel.
However, provided that the total number of Directors who concurrently serve as general
manager or other Senior Management Members and employee representative Directors shall
not exceed half (1/2) of the total number of Directors of the Company.
The Company has independent directors and the members of the Board of Directors of the
Company should consist of more than one-third Independent Directors, including at least 1
accounting professional (an accounting professional being a person who holds a senior title or
is qualified as a certified public accountant and possesses appropriate professional
qualifications in accordance with the requirements of the Hong Kong Listing Rules, or
possesses appropriate accounting or related financial management expertise). Independent
directors shall faithfully perform their duties and safeguard the interests of the Company, with
particular attention to ensuring that the legitimate rights and interests of small and medium
shareholders are not jeopardized.
The Directors shall abide by laws, administrative regulations and the Articles of
Association, and bear fiduciary obligations towards the Company. They shall take measures to
avoid conflict of interests between their own interests and that of the Company, and shall not
use their authority to seek improper benefits. Directors shall bear the following fiduciary
obligations towards the Company:
(i) Shall not misappropriate the properties of the Company and misappropriate
company funds;
(ii) The funds of the Company shall not be deposited in any personal account or account
under other individuals;
(iii) Shall not use their authority to bribe or accept other illegal income;
(iv) Shall not, directly or indirectly, conclude any contract or engage in any transaction
with the Company without reporting to the Board of Directors or the Shareholders’
Meeting and the approval of the Board of Directors or as approved by resolution at
Shareholders’ Meeting in accordance with provisions under the Articles of
Association;
(v) Shall not use the advantages provided by their own positions to pursue business
opportunities that properly belong to the Company, except where such circumstance
has been reported to the Board of Directors or the Shareholders’ Meeting and
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-14 –


--- page 557 ---
approved by resolution at Shareholders’ Meeting, or under circumstance where the
Company is prohibited from making use of such business opportunities pursuant to
provisions under laws, administrative regulations or the Articles of Association;
(vi) Shall not engage in the same business as the Company either for their own account
or for the account of any other person without reporting to the Board of Directors
or the Shareholders’ Meeting and approved by resolution at Shareholders’ Meeting;
(vii) Shall not accept commissions for transactions between other party and the Company
as their own;
(viii) Shall not disclose Company’s secrets without authorization;
(ix) Shall not use their connected relationships to damage the Company’s interests;
(x) Other fiduciary obligations stipulated in laws, administrative regulations,
departmental rules, other securities regulatory rules of the place where the
company’s shares are listed and the Articles of Association.
The income obtained by the director in violation of above article shall belong to the
Company; If losses are caused to the Company, it shall be liable for compensation.
Directors shall abide by laws, administrative regulations and the Articles of Association,
and bear fiduciary obligations towards the Company. They shall exercise due care generally
expected of the management in the best interests of the Company when performing their duties.
Directors shall bear the following fiduciary obligations towards the Company:
(i) Shall prudently, earnestly and diligently exercise the powers the Company grants to
them to ensure that the Company conducts its commercial activities in a manner that
complies with the requirements of state laws, administrative regulations and
government economic policies, and that the Company’s commercial activities do not
go beyond the scope of the business activities stipulated in the Company’s business
license;
(ii) Shall treat all Shareholders fairly;
(iii) Shall maintain a timely awareness of the operation and management of the
Company;
(iv) Shall sign written statements confirming the regular reports of the Company, and
ensure that the information disclosed by the Company is true, accurate and
complete;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-15 –


--- page 558 ---
(v) Shall provide information and materials to the Audit Committee and shall not
obstruct the Audit Committee from performing its duties;
(vi) Other obligations of diligence stipulated in the laws, administrative regulations,
departmental rules, other securities regulatory rules of the place where the
Company’s Shares are listed, and Articles of Association.
Upon resignation becomes effective or expiry of term of office, Directors shall complete
all transfer procedures to the Board of Directors,. His fiduciary duty to the Company and
Shareholders shall not be automatically relieved upon the expiration of his term of office, and
shall remain in effect for a period of 2 years after the effective date of his resignation or the
expiration of his term of office.
The Company enters into confidentiality agreements with the Directors. After the
Directors leaves office, his obligation of confidentiality with respect to the Company’s trade
secrets, including core technologies, shall remain in effect until such trade secrets become
public information, and he shall not make use of the Company’s core technologies in his
possession to engage in business which is the same as or similar to that of the Company.
Without the provisions of the Articles of Association or the lawful authorization of the
Board of Directors, no Director shall act in his own name on behalf of the Company or the
Board of Directors. When a Director acts in his/her own name, the Director shall declare
his/her position and identity in advance if the third party reasonably believes that the Director
is acting on behalf of the Company or the Board of Directors.
Chairman
The Board of Directors shall appoint a Chairman. The Chairman shall be assumed by a
Director of the Company and elected by the Board of Directors by more than one half of all
Directors.
Board of Directors
The Board of Directors consists of 7 Directors, three of whom are independent Directors
and has one chairman.
The Board of Directors exercises the following powers:
(i) To convene the general Shareholders’ meeting and report on work to the General
Meeting;
(ii) Implement the resolutions of the General Meeting;
(iii) Determine the business and investment plans of our Company;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-16 –


--- page 559 ---
(iv) Devise the earnings distribution and loss offset plans of our Company;
(v) Formulate the plans for increasing or decreasing our Company’s registered capital,
the issuance of corporate bonds or other securities, as well as the listing of the stock
of our Company;
(vi) Formulate plans for major acquisitions of the Company, the buy-back of shares of
our Company, corporate merger, separation, dissolution and changing the form of
our Company;
(vii) Determine such matters as the Company’s external investment, purchase or sale of
assets, asset pledge, external guarantee, entrusting wealth management, connected
transaction and external donation within the scope authorized by the Shareholders’
Meeting;
(viii) Decide on the setup of our Company’s internal management organization;
(ix) To decide on matters such as appointment or dismissal of the Company’s general
manager, secretary to the Board of Directors and other senior management, and
determine matters on their remuneration, awards and penalties; matters such as
appointment or dismissal of the Company’s vice general manager, chief financial
officer and senior management based on the nominations by the general manager
and on their compensation and incentives/disincentives;
(x) Set the basic management systems of our Company;
(xi) Make the modification plan to the Articles of Association;
(xii) Manage the disclosure of company information;
(xiii) Request to the Shareholders’ Meeting to hire or replace the accounting firm auditing
for the company;
(xiv) Attend to the work report of our Company’s general manager and review the work
of the general manager;
(xv) Other powers and duties authorized by the laws, administrative regulations,
regulations of the authorities, other securities regulatory rules of the place where the
Company’s Shares are listed and the Articles of Association and the Shareholders’
Meeting.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-17 –


--- page 560 ---
Meetings of the Board of Directors shall be attended by more than one-half of the
Directors before the Board of Directors meeting can be convened.
The Board of Directors shall determine the authority of external investment, acquisition
and sale of assets, asset mortgage, external guarantee matters, entrusted financial management,
connected transactions, external donations, and establish strict review and decision-making
procedures; major investment projects shall be reviewed by relevant experts and professionals
and reported to the shareholders’ meeting for approval.
If any Director has connection with the enterprise involved in the resolution made at a
Board meeting, the said Director shall not vote on the said resolution for himself/herself or on
behalf of another Director. The Board meeting may be held when more than half of the
non-connected Directors attend the meeting. The resolution of the Board meeting shall be
passed by more than half of the non-connected Directors. If the number of non-connected
Directors attending the meetings is less than three, the issue shall be submitted to the
Shareholders’ Meeting for consideration. If there are any additional restrictions on Directors’
participation in and voting at Board meetings in accordance with laws and regulations and the
securities regulatory rules of the place where the Company’s shares are listed, such provisions
shall prevail.
Special Committees under the Board
The special committees shall be responsible to the Board of Directors, and perform their
duties according to the Articles of Association and the authorization granted by the Board of
Directors.
Secretary to the Board
The Company shall have a Secretary to the Board of Directors, who shall be responsible
for the preparation of the Shareholders’ Meeting, custody of documents and management of the
shareholders’ information of the Company, as well as handle matters on information disclosure.
The Secretary to the Board of Directors shall comply with the relevant provisions of the laws,
administrative regulations, departmental rules, securities regulatory rules of the place where
the Company’s shares are listed, and the Articles of Association.
General Manager and Other Senior Management Members
Our Company has one general manager and certain vice general managers, appointed or
dismissed by the Board of Directors. The general manager of our Company is responsible to
the Board of Directors and exercises the following powers:
(i) To be in charge of the Company’s production, operation and management, and to
organize and implement the resolutions of the Board of Directors and report on
works to the Board of Directors;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-18 –


--- page 561 ---
(ii) To organize and implement the Company’s annual business plan and investment
proposals;
(iii) To draft plans for the establishment of the Company’s internal management
organizations;
(iv) To draft the Company’s basic management system;
(v) To formulate general rules and regulations for the Company;
(vi) To propose to the Board of Directors on the appointment or dismissal of deputy
general manager and financial officer management of the Company;
(vii) To appoint or dismiss responsible management personnel other than those required
to be appointed or dismissed by the Board of Directors;
(viii) Other functions and powers conferred by the Articles of Association or the Board of
Directors.
QUALIFICATIONS AND RESPONSIBILITIES OF DIRECTORS AND SENIOR
MANAGEMENT
None of the following persons shall serve as our Director or senior management:
(i) A person who has no civil capacity or has limited civil capacity;
(ii) A person who has committed an offense of corruption, bribery, infringement of
property, misappropriation of property or disruption of the socialism economic order
and has been punished because of committing such offense where less than five
years have lapsed following the completion of the implementation of the
punishment; or who has been deprived of his/her political rights for committing an
offense where less than five years have lapsed following such deprivation; or who
was given a suspended sentence and not more than 2 years has elapsed since the
expiration of the suspended sentence;
(iii) A person who is a former director, factory manager or manager or enterprise which
has entered into insolvent liquidation and is personally liable for the insolvency of
such company or enterprise, where less than three years have lapsed following the
date of the completion of the insolvency and liquidation of such company or
enterprise;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-19 –


--- page 562 ---
(iv) A person who is a former legal representative of a company or enterprise which had
its business license revoked or had been ordered to close down due to violation of
the laws and has incurred personal liability, where less than three years have lapsed
since the date of the revocation of such business license and close down of such
company or enterprise;
(v) A person who is listed as a defaulter by a people’s court since he has a relatively
large sum of debt, which was not paid at maturity;
(vi) A person who is currently being prohibited from participating in the securities
market by the CSRC and such barring period has not elapsed;
(vii) A person subject to administrative penalties by the CSRC within the last three years,
or being publicly condemned within the last three years or given a notice of criticism
more than three times by a stock exchange;
(viii) A person being investigated by the judicial authorities for suspected crimes or
suspected violations of laws and regulations by the CSRC, with no clear conclusions
have been made;
(ix) A person publicly identified by the stock exchange as unsuitable to serve as a
director or senior management of a listed company, and such barring period has not
elapsed;
(x) A person who is unable to ensure that he devotes sufficient time and effort to the
affairs of the Company during his term of office to effectively perform the duties
required of a director;
(xi) Any other circumstances stipulated by laws, administrative regulations,
departmental rules or securities regulatory rules of the place where the Company’s
shares are listed.
FINANCIAL AND ACCOUNTING SYSTEM
The Company shall establish its financial and accounting system in accordance with the
laws, administrative regulations and the provisions stipulated by the relevant authorities of the
PRC.
The Company shall submit and disclose its annual reports to the relevant branch office of
the CSRC and the stock exchange in the place where the Company’s shares are listed within
four months from the end of each fiscal year, and its interim reports to the relevant branch
office of the CSRC and the stock exchange in the place where the Company’s shares are listed
within two months from the end of the first half of each fiscal year.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-20 –


--- page 563 ---
The financial and accounting reports shall be prepared in accordance with relevant laws,
administrative regulations, departmental rules and requirements of the CSRC and the stock
exchange in the place where the Company’s shares are listed.
The Company will not establish account books other than the statutory account books.
The assets of the Company shall not be deposited in any personal account.
The Company is required to withdraw 10% of its profits into its statutory reserve fund
when distributing each year’s after-tax profits. When the cumulated amount of the statutory
reserve fund of the Company has reached 50% or more of its registered capital, no further
withdrawal is required.
Where the statutory reserve fund of the Company is insufficient to make up the losses of
the Company for the preceding year, profits of the current year shall be applied to make up the
losses before any allocation to the statutory reserve fund in accordance with the provisions in
the preceding paragraph. Subject to a resolution of the Shareholders’ Meeting, after withdrawal
has been made to the Company’s statutory reserve fund from its after-tax profits, the Company
may set aside funds for the discretionary reserve fund.
After making up of losses and appropriation to reserve funds, balance of the profit after
tax shall be distributed to shareholders in proportion to their shareholdings, unless otherwise
stipulated in the Articles of Association.
If the General Meeting violates the Company Law for profit distribution to Shareholders,
the profits distributed in violation of the provisions shall be returned by such Shareholders to
the Company. Where losses are incurred by the Company, such Shareholders and the
responsible Directors and senior management shall be liable for compensation.
No profit shall be distributed in respect of the shares of the Company which are held by
the Company. The Company shall appoint one or more collection agents for H shareholders in
Hong Kong. The collection agents shall collect on behalf of the relevant H shareholders the
dividends distributed and other funds payable by the Company in respect of the H shares, and
hold such monies in their custody pending payment to the H shareholders concerned. The
collection agents appointed by the Company shall meet the requirements of the laws,
regulations and the securities regulatory rules of the place where the Company’s shares are
listed.
Reserve funds of the Company are used for recovering losses of the Company and
expanding scale of operation of the Company or conversion into its capital. The reserve fund
to make up for the Company’s losses should first use the arbitrary reserve fund and the
statutory reserve fund; if it still cannot be made up, the capital reserve may be used in
accordance with the regulations. When the statutory reserve funds are converted into registered
capital, the remaining balance of such reserve fund must not be less than 25% of its registered
capital before such conversion.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-21 –


--- page 564 ---
The profit distribution of the Company attaches importance to the reporting of investment
and reasonable investment and takes into account the sustainable development of the Company.
After the General Meeting of our Company make a resolution on profit distribution plan,
or after the Board of Directors of the Company has formulated a specific proposal in relation
to the conditions and limit of the next year’s interim dividend approved by the annual general
meeting, the distribution of dividends (or shares) shall be completed within 2 months. The
implementation date of the specific profit distribution plan can be adjusted in accordance with
such provisions and the actual situation when cannot be implemented within 2 months due to
the provisions of laws and regulations and securities regulatory rules of the place where the
Company’s shares are listed.
The Company has implemented an internal audit system. The internal audit department of
the Company shall supervise and inspect the Company’s business activities, risk management,
internal control, financial information and other matters. The internal audit department, which
is staffed with full-time auditors, shall maintain its independence, and shall not be placed under
the leadership of the finance department or co-located with the finance department. The
internal audit department shall be accountable to the Board of Directors.
The Company shall appoint such accounting firm which has complied with the Securities
Law and securities regulatory rules of the place where the Company’s shares are list for
carrying out the audit for the accounting statements, net asset verification and other relevant
consultancy services. The term of appointment is one (1) year and can be re-appointed.
The appointment of accounting firm by the Company shall be subject to the approval of
the Shareholders’ Meetings. The Board of Directors may not appoint accounting firm before the
approval of the Shareholders’ Meeting.
The Company guarantees that it shall provide the appointed accounting firm with true and
complete accounting vouchers, accounting books, financial and accounting reports and other
accounting information, and that it engages without any refusal, withholding, and
misrepresentation.
The audit fees of an accounting firm shall be determined at the Shareholders’ Meeting.
If the Company removes or no longer re-appoints the accounting firm, it shall notify such
accounting firm thirty days in advance. When shareholders vote for the removal of such
accounting firm, such accounting firm shall be entitled to state its opinions at the Shareholders’
Meeting.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-22 –


--- page 565 ---
DISSOLUTION AND LIQUIDATION OF THE COMPANY
The Company shall be dissolved for the following reasons:
(i) Expiry of term of business stipulated in the Articles of Association or occurrence of
any other trigger for dissolution stipulated in the Articles of Association;
(ii) The General Meeting adopts a resolution to dissolve our Company;
(iii) Our Company needs to be dissolved for the purpose of merger or division;
(iv) The business license is revoked, or our Company is ordered to close or be eliminated
according to applicable law;
(v) Where our Company encounters significant difficulties in business and management,
continuous survival may be significantly detrimental to the interests of the
shareholders, and the difficulties may not be overcome through other means,
shareholders who hold more than 10% of all voting rights of the Company’s
shareholders may request the People’s Court to dissolve the Company.
Where our Company is dissolved due to the provisions set forth in i, ii, iv, v above, the
liquidation team shall be established within 15 days from the date of the event leading to
liquidation to commence dissolution. The personnel of the liquidation team shall consist of the
persons determined by the Directors or the General Meeting.
Within 10 days of the establishment of the liquidation team, the creditors shall be notified
and an announcement shall be published in media in compliance with the requirements of
CSRC or the National Enterprise Credit Information Publicity System, Shenzhen Stock
Exchange website ( https://www.szse.cn ) and Hong Kong Stock Exchange
(www.hkexnews.hk ) within 60 days. The creditors shall declare their claims to the liquidation
team within 30 days of the date on which the notice is received or 45 days of the date of
announcement if the notice is not received.
Creditors who declare claims shall state relevant issues related to the claims and provide
proofs. The liquidation team shall carry out registration of the claims. During the period for
declaration of claims, the liquidation group shall not make any repayment to the creditors.
During the liquidation, our Company shall continue to exist, but shall not carry out
business activities irrelevant to the liquidation. The property of our Company shall not be
distributed to any shareholder before full payments have been made out of the property
according to the aforesaid provision.
In the event the liquidation team finds that, after taking stock of our Company’s property
and preparing the balance sheet and list of property, that the assets are insufficient to pay the
debts, it shall apply to the people’s court to declare bankruptcy to the law.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-23 –


--- page 566 ---
After our Company is declared bankrupt pursuant to laws, according to the law of
insolvency of company implement insolvency and liquidation.
AMENDMENT TO THE ARTICLES OF ASSOCIATION
Under any of the following circumstances, the Company shall amend the Articles of
Association:
(i) Following the revision of the Company Law or relevant laws, administrative
regulations, administrative regulation or securities regulatory rules of the place
where the Company’s shares are listed, the matters stipulated in the Articles of
Association contradict the provisions of the revised laws, administrative regulations
or securities regulatory rules of the place where the Company’s shares are listed;
(ii) There is any change to the Company’s particulars which result in inconsistency with
the matters set out in the Articles of Association;
(iii) A Shareholders’ Meeting has decided on making amendments to the Articles of
Association.
If the amendment to the Articles of Association adopted by resolution of the
Shareholders’ Meeting is subject to the approval of the competent authority, it shall be reported
to the competent authority for approval; if it involves matters of company registration, the
registration of the changes shall be made with the company registration authority in accordance
with the law.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-24 –


--- page 567 ---
1. FURTHER INFORMATION ABOUT OUR GROUP
A. Incorporation
Our Company, then known as Wuxi Lead Auto Equipment Co., Ltd. ( ೌ፼΋ኬІਗʷண
ʮ̡), was established as a limited liability company under the laws of the PRC on
April 30, 2002, and was converted into a joint stock company with limited liability in
December 2011. We later changed our name to Wuxi Lead Intelligent Equipment Co., Ltd. ( ೌ
ʮ̡) in December 2015. We completed the listing of our A Shares on
the Shenzhen Stock Exchange (stock code: 300450) in May 2015. For further details of the
listing of our A Shares, see “History and Corporate Structure — Major Shareholding Changes
of Our Company — Our Listing on the Shenzhen Stock Exchange and Reasons for the Listing
on the Stock Exchange” in this prospectus.
Our registered office is located at No. 20 Xinxi Road, Xinwu District, Wuxi City, Jiangsu
Province, PRC. We were registered as a non-Hong Kong company in Hong Kong under Part
16 of the Companies Ordinance on March 18, 2025, and our principal place of business in Hong
Kong is at 46/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Ms. HO Wing
Nga ( О൘ඩ) has been appointed as the authorized representative of our Company for the
acceptance of service of process and notices on behalf of our Company in Hong Kong. The
address for service of process on our Company in Hong Kong is the same as our principal place
of business in Hong Kong as set out above.
As the Company was established in the PRC, its operations are subject to the relevant
laws and regulations of the PRC. A summary of the relevant aspects of laws and regulations
of the PRC and the Articles of Association is set out in Appendix IV and Appendix V to this
prospectus, respectively.
B. Changes in Share Capital of our Company
There has been no alteration in the share capital of the Company within two years
immediately preceding the date of this prospectus.
C. Further Information about Our Subsidiaries
No alteration in the registered capital of our subsidiaries has taken place within the two
years preceding the date of this prospectus.
D. Resolutions Passed by Our Shareholders’ General Meeting of Our Company in
Relation to the Global Offering
Pursuant to the shareholders’ general meeting held on February 14, 2025, the following
resolutions, among others, were duly passed:
(a) the issue by our Company of H Shares of nominal value of RMB1.00 each and such
H Shares be listed on the Stock Exchange;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-1 –


--- page 568 ---
(b) the number of H Shares to be issued before the exercise of the Over-allotment
Option shall not exceed 10% of the enlarged share capital of our Company upon
completion of the Global Offering and granting the Underwriters the Over-allotment
Option of no more than 15% of the above number of H Shares to be issued;
(c) subject to the completion of the Global Offering, the conditional adoption of the
Articles of Association, which shall become effective on Listing Date; and
(d) authorization of the Board and its authorized persons to handle relevant matters
relating to, among other things, the Global Offering, the issue and listing of the H
Shares.
2. FURTHER INFORMATION ABOUT OUR BUSINESS
A. Summary of Material Contracts
The following are contract (not being contracts entered into in the ordinary course of
business) entered into by any member of our Group within the two years preceding the date of
this prospectus that are or may be material:
(a) a cornerstone investment agreement dated January 31, 2026 entered into among our
Company, OAKTREE Capital Management, L.P . (as the investment manager for and
on behalf of the investors listed in this cornerstone investment agreement), CITIC
Securities (Hong Kong) Limited, J.P . Morgan Securities (Far East) Limited, CLSA
Limited and J.P . Morgan Securities (Asia Pacific) Limited with respect to a
subscription of H Shares at the Offer Price in the aggregate amount of the Hong
Kong dollar equivalent of US dollar 30,000,000;
(b) a cornerstone investment agreement dated January 31, 2026 entered into among our
Company, Pinpoint Asset Management Limited, CITIC Securities (Hong Kong)
Limited, J.P . Morgan Securities (Far East) Limited, CLSA Limited and J.P . Morgan
Securities (Asia Pacific) Limited with respect to a subscription of H Shares at the
Offer Price in the aggregate amount of the Hong Kong dollar equivalent of US dollar
20,000,000;
(c) a cornerstone investment agreement dated January 31, 2026 entered into among our
Company, Aspex Master Fund, CITIC Securities (Hong Kong) Limited, J.P . Morgan
Securities (Far East) Limited, CLSA Limited and J.P . Morgan Securities (Asia
Pacific) Limited with respect to a subscription of H Shares at the Offer Price in the
aggregate amount of the Hong Kong dollar equivalent of US dollar 100,000,000;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-2 –


--- page 569 ---
(d) a cornerstone investment agreement dated January 31, 2026 entered into among our
Company, MY Asian Opportunities Master Fund, L.P ., CITIC Securities (Hong
Kong) Limited, J.P . Morgan Securities (Far East) Limited, CLSA Limited and J.P .
Morgan Securities (Asia Pacific) Limited with respect to a subscription of H Shares
at the Offer Price in the aggregate amount of the Hong Kong dollar equivalent of US
dollar 30,000,000;
(e) a cornerstone investment agreement dated January 31, 2026 entered into among our
Company, Morgan Stanley & Co. International plc, CITIC Securities (Hong Kong)
Limited, J.P . Morgan Securities (Far East) Limited, CLSA Limited and J.P . Morgan
Securities (Asia Pacific) Limited with respect to a subscription of H Shares at the
Offer Price in the aggregate amount of the Hong Kong dollar equivalent of US dollar
20,000,000;
(f) a cornerstone investment agreement dated January 31, 2026 entered into among our
Company, Ovata Equity Strategies Master Fund, CITIC Securities (Hong Kong)
Limited, J.P . Morgan Securities (Far East) Limited, CLSA Limited and J.P . Morgan
Securities (Asia Pacific) Limited with respect to a subscription of H Shares at the
Offer Price in the aggregate amount of the Hong Kong dollar equivalent of US dollar
20,000,000;
(g) a cornerstone investment agreement dated January 31, 2026 entered into among our
Company, Qube Master Fund Ltd, CITIC Securities (Hong Kong) Limited, J.P .
Morgan Securities (Far East) Limited, CLSA Limited and J.P . Morgan Securities
(Asia Pacific) Limited with respect to a subscription of H Shares at the Offer Price
in the aggregate amount of the Hong Kong dollar equivalent of US dollar
20,000,000;
(h) a cornerstone investment agreement dated January 31, 2026 entered into among our
Company, Guotai Junan Investments (Hong Kong) Limited, CITIC Securities (Hong
Kong) Limited, J.P . Morgan Securities (Far East) Limited, CLSA Limited and J.P .
Morgan Securities (Asia Pacific) Limited with respect to a subscription of H Shares
at the Offer Price in the aggregate amount of the Hong Kong dollar equivalent of US
dollar 15,000,000;
(i) a cornerstone investment agreement dated January 31, 2026 entered into among our
Company, Integrated Core Strategies (Asia) Pte. Ltd., CITIC Securities (Hong
Kong) Limited, J.P . Morgan Securities (Far East) Limited, CLSA Limited and J.P .
Morgan Securities (Asia Pacific) Limited with respect to a subscription of H Shares
at the Offer Price in the aggregate amount of the Hong Kong dollar equivalent of US
dollar 10,000,000;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-3 –


--- page 570 ---
(j) a cornerstone investment agreement dated January 31, 2026 entered into among our
Company, Rome Garden Holding Limited, CITIC Securities (Hong Kong) Limited,
J.P . Morgan Securities (Far East) Limited, CLSA Limited and J.P . Morgan Securities
(Asia Pacific) Limited with respect to a subscription of H Shares at the Offer Price
in the aggregate amount of the Hong Kong dollar equivalent of US dollar
10,000,000; and
(k) the Hong Kong Underwriting Agreement.
B. Our Material Intellectual Property Rights
Save as disclosed below, as of the Latest Practicable Date, there were no other intellectual
property rights which are or may be material in relation to our business.
(a) Trademarks
As of the Latest Practicable Date, we had registered the following trademarks which we
consider to be or may be material to our business:
No. Trademark
Place of
Registration Registration No.
Registered
Owner Class Expiry Date
1. /H1118/H1118
 PRC 15994443 Our Company 7 November 20,
2026
2. /H1118/H1118
 PRC 15994531 Our Company 9 November 20,
2026
3. /H1118/H1118
 PRC 15994808 Our Company 7 February 20,
2036
4. /H1118/H1118
 PRC 15994961 Our Company 9 January 13, 2027
5. /H1118/H1118
 PRC 43817876 Our Company 7 January 13, 2031
6. /H1118/H1118
 PRC 43829327 Our Company 7 September 27,
2030
7. /H1118/H1118
 PRC 53642887 Our Company 7 November 6,
2031
8. /H1118/H1118
 PRC 53643191 Our Company 9 November 6,
2031
9. /H1118/H1118
 PRC 54547938 Our Company 7 October 27,
2031
10. /H1118/H1118
 PRC 54548242 Our Company 7 October 20,
2031
11. /H1118/H1118
 PRC 54551268 Our Company 9 January 6, 2032
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-4 –


--- page 571 ---
No. Trademark
Place of
Registration Registration No.
Registered
Owner Class Expiry Date
12. /H1118/H1118
 PRC 54577436 Our Company 7 January 13, 2032
13. /H1118/H1118
 PRC 62184162 Our Company 7 September 20,
2032
14. /H1118/H1118
 PRC 62193498 Our Company 7 September 20,
2032
15. /H1118/H1118
 PRC 62193553 Our Company 9 September 20,
2032
16. /H1118/H1118
 PRC 62824000 Our Company 9 August 27, 2032
17. /H1118/H1118
 PRC 62826943 Our Company 7 September 20,
2032
18. /H1118/H1118
 PRC 62833467 Our Company 9 September 20,
2032
19. /H1118/H1118
 PRC 62837699 Our Company 7 August 27, 2032
20. /H1118/H1118
 PRC 62186334 Our Company 7 November 6,
2032
21. /H1118/H1118
 PRC 62202903 Our Company 9 June 13, 2033
22. /H1118/H1118
 PRC 69623436 Our Company 9 August 13, 2033
23. /H1118/H1118
 PRC 69603184 Our Company 7 August 13, 2033
24. /H1118/H1118
 Hong Kong 306777361 Our Company 7 January 6, 2035
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-5 –


--- page 572 ---
(b) Patents
As of the Latest Practicable Date, we had registered the following patents which we
consider to be or may be material to our business:
No. Patent Patentee
Place of
Registration Patent Category Patent No. Application Date
Validity
Period
1. /H1118/H1118/H1118Cell stacking
machine (ᛌ˪
ༀໄ)
Our Company PRC Invention patent 2012105809672 December 27,
2012
20 years
2. /H1118/H1118/H1118A cell winding
machine ( ɓ၇՜ᔎ
ༀໄ)
Our Company PRC Invention patent 2013106735755 December 13,
2013
20 years
3. /H1118/H1118/H1118A winding machine
(ɓ၇՜ᔎༀໄ)
Our Company PRC Invention patent 2013106735914 December 13,
2013
20 years
4. /H1118/H1118/H1118Automatic tabs
welding machine
(Іਗଔટ฽Ѐༀ
ໄ)
Our Company PRC Invention patent 2013106735948 December 13,
2013
20 years
5. /H1118/H1118/H1118A winding machine
(ɓ၇՜ᔎༀໄ)
Our Company PRC Invention patent 2013106735952 December 13,
2013
20 years
6. /H1118/H1118/H1118Cell winding
machine (՜ᔎ
ༀໄ)
Our Company PRC Invention patent 2014106185586 November 6,
2014
20 years
7. /H1118/H1118/H1118Electrode sheet
insertion machine
(฽˪ౢɝༀໄ)
Our Company PRC Invention patent 2014106185622 November 6,
2014
20 years
8. /H1118/H1118/H1118Electrode sheet
die-cutting
machine ( ฽˪ә൒
ༀໄ)
Our Company PRC Invention patent 2015105390817 August 29,
2015
20 years
9. /H1118/H1118/H1118Battery cell central
pin spinning and
rotating machine
(՜০Іᔷձʮ
ᔷༀໄ)
Our Company PRC Invention patent 2016106540676 August 10,
2016
20 years
10. /H1118/H1118Lithium-ion battery
insertion machine
(቞ཥϫౢ˪ༀໄ)
Our Company PRC Invention patent 2016106666424 August 12,
2016
20 years
11. /H1118/H1118Electrode sheet
slitting mechanism
and electrode sheet
slitting method
(ʲዚ࿴ʿ฽
ج)
Our Company PRC Invention patent 2016109457238 November 2,
2016
20 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-6 –


--- page 573 ---
No. Patent Patentee
Place of
Registration Patent Category Patent No. Application Date
Validity
Period
12. /H1118/H1118Tab reinforcing
indentation
mechanism ( ฽Ѐ
̋੶Ꮐ଱ዚ࿴)
Our Company PRC Invention patent 2017104193952 June 6, 2017 20 years
13. /H1118/H1118A slitting
mechanism,
winding machine
and slitting method
(ʲዚ࿴e՜
ج)
Our Company PRC Invention patent 2017109878693 October 21,
2017
20 years
14. /H1118/H1118Membrane forming
mechanism and
method, including
the method’s cell
winding method
and winding
equipment ( Իᇫዚ
༈
՜ᔎ˙
ʿ՜ᔎண௪)
Our Company PRC Invention patent 2017112633085 December 4,
2017
20 years
15. /H1118/H1118Tab smoothing
mechanism ( ฽Ѐ
ᅨ̻ዚ࿴)
Our Company PRC Utility model 2017201898266 March 1, 2017 10 years
16. /H1118/H1118Central pin and
winding machine
(՜০ʿ՜ᔎዚ)
Our Company PRC Utility model 2017207016207 June 16, 2017 10 years
17. /H1118/H1118Unwinding
mechanism and its
slitting machine
(՜ዚ࿴ʿՉʱʲ
ዚ)
Our Company PRC Utility model 2017214976757 November 11,
2017
10 years
18. /H1118/H1118Winding rectification
machine and
winding machine
(਋ༀໄʿ՜
ᔎዚ)
Our Company PRC Utility model 2017216069839 November 27,
2017
10 years
19. /H1118/H1118Pitting machine
(Ⴁ௦ᓃༀໄ)
Our Company PRC Invention patent 2018115139956 December 11,
2018
20 years
20. /H1118/H1118A slitting and
stacking integrated
machine ( ɓ၇ʲ˪
ᛌ˪ɓ᜗ண௪)
Our Company PRC Utility model 2018203694164 March 17,
2018
10 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-7 –


--- page 574 ---
No. Patent Patentee
Place of
Registration Patent Category Patent No. Application Date
Validity
Period
21. /H1118/H1118Gluing machine and
its unwinding
mechanism ( ൨ᇭ
՜ዚ࿴)
Our Company PRC Utility model 2018220803853 December 11,
2018
10 years
22. /H1118/H1118Pitting machine ( Ⴁ
௦ᓃༀໄ)
Our Company PRC Utility model 2018220806298 December 11,
2018
10 years
23. /H1118/H1118Stacking mechanism,
stacking finishing
machine and
method ( ᛌ˪ዚ
࿴eᛌ˪ϗ҈ༀໄ
ج)
Our Company PRC Invention patent 2019101382010 February 25,
2019
20 years
24. /H1118/H1118Cell blanking
machine and
method (ࣘ
ج)
Our Company PRC Invention patent 2019111587943 November 22,
2019
20 years
25. /H1118/H1118Automatic electrode
sheet rewinder and
winding equipment
(Іਗ౬՜ༀໄʿ՜
ᔎண௪)
Our Company PRC Invention patent 2019113475393 December 24,
2019
20 years
26. /H1118/H1118Tape attaching
mechanism,
automatic
electrode sheet
rewinder and
winding equipment
(ટ੭ዚ࿴eІਗ౬
՜ༀໄʿ՜ᔎண௪)
Our Company PRC Invention patent 2019113475976 December 24,
2019
20 years
27. /H1118/H1118A cell blanking
machine (ڃ
ༀໄ)
Our Company PRC Invention patent 2019113586589 December 25,
2019
20 years
28. /H1118/H1118A strap connector,
strap structure and
strap method ( ટ੭
ஹટ΁eટ੭ഐ࿴
ج)
Our Company PRC Invention patent 2019113685705 December 26,
2019
20 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-8 –


--- page 575 ---
No. Patent Patentee
Place of
Registration Patent Category Patent No. Application Date
Validity
Period
29. /H1118/H1118Gluing mechanism,
gluing machine
and gluing
equipment ( ൨ᇭዚ
࿴e൨ᇭༀໄʿ̍
ᇭண௪)
Our Company PRC Invention patent 2020100179939 January 8,
2020
20 years
30. /H1118/H1118Electrode sheet
conveying machine
(฽˪፩৔ༀໄ)
Our Company PRC Invention patent 2020101587969 March 9, 2020 20 years
31. /H1118/H1118Blanking machine
and winding
equipment (ༀ
ໄʿ՜ᔎண௪)
Our Company PRC Invention patent 2020104391851 May 22, 2020 20 years
32. /H1118/H1118Cell stacking method
and machine (ڃ
ʿༀໄ)
Our Company PRC Invention patent 2020105042044 June 5, 2020 20 years
33. /H1118/H1118Tab rewinder and
winding equipment
(฽Ѐ౬՜ༀໄʿ՜
ᔎண௪)
Our Company PRC Invention patent 2020 111170001 October 19,
2020
20 years
34. /H1118/H1118Rewinder and
winding equipment
(౬՜ༀໄʿ՜ᔎண
௪)
Our Company PRC Invention patent 2020113185726 November 23,
2020
20 years
35. /H1118/H1118Thermal pressing
machine ( ᆠᏀΥༀ
ໄ)
Our Company PRC Utility model 2020214358183 July 20, 2020 10 years
36. /H1118/H1118Rewinder and gluing
equipment ( ౬՜ༀ
ໄʿ൨ᇭண௪)
Our Company PRC Invention patent 2021101758312 February 9,
2021
20 years
37. /H1118/H1118Rewinder and gluing
equipment ( ౬՜ༀ
ໄʿ൨ᇭண௪)
Our Company PRC Invention patent 2021104901007 May 6, 2021 20 years
38. /H1118/H1118Helium inspection
machine ( अᏨༀ
ໄ)
Our Company PRC Invention patent 2021108247835 July 21, 2021 20 years
39. /H1118/H1118A coating machine
(ɓ၇̍ᇫண௪)
Our Company PRC Invention patent 2021113907591 November 23,
2021
20 years
40. /H1118/H1118Integrated machine
and stacking
machine ( ልΥༀໄ
ʿᛌ˪ዚ)
Our Company PRC Utility model 2021203682559 February 9,
2021
10 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-9 –


--- page 576 ---
No. Patent Patentee
Place of
Registration Patent Category Patent No. Application Date
Validity
Period
41. /H1118/H1118Helium injection
machine and
helium inspection
equipment (अༀ
ໄʿअᏨண௪)
Our Company PRC Utility model 2021216701473 July 21, 2021 10 years
42. /H1118/H1118V alve core, pinch
valve and battery
liquid injection
machine (eѰ
૰ༀ
ໄ)
Our Company PRC Utility model 2021220352653 August 26,
2021
10 years
43. /H1118/H1118Liquid injection
machine (૰ༀ
ໄ)
Our Company PRC Utility model 2021221135714 September 2,
2021
10 years
44. /H1118/H1118A slitting control
method, machine,
system, electronic
equipment and
storage medium
(ʲછՓ˙
eༀໄeӻ୕e
ཥɿண௪ʿπᎷʧ
ሯ)
Our Company PRC Invention patent 2022101600746 February 22,
2022
20 years
45. /H1118/H1118Stop valve ( ࿚˟უ) Our Company PRC Utility model 2022204083357 February 25,
2022
10 years
46. /H1118/H1118A stop valve ( ɓ၇࿚
˟უ)
Our Company PRC Utility model 2022209125303 April 19, 2022 10 years
47. /H1118/H1118A powder-liquid
mixing machine
and pulping
system ( ४૰૿Υ
ண௪ձႡᆉӻ୕)
Our Company PRC Utility model 2023215689596 June 19, 2023 10 years
48. /H1118/H1118A winding equipment
(ɓ၇՜ᔎண௪)
Our Company PRC Utility model 2023224814843 September 12,
2023
10 years
49. /H1118/H1118A diaphragm valve
and liquid
injection
equipment ( ɓ၇ᇫ
૰ண௪)
Our Company PRC Utility model 2023226408609 September 28,
2023
10 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-10 –


--- page 577 ---
No. Patent Patentee
Place of
Registration Patent Category Patent No. Application Date
Validity
Period
50. /H1118/H1118Winding mechanism
and winding
equipment ( ՜ᔎዚ
࿴ʿ՜ᔎண௪)
Our Company PRC Utility model 2023229795764 November 3,
2023
10 years
51. /H1118/H1118Take-up mechanism,
automatic rewinder
and cell winding
machine ( ৎ᎘ዚ
࿴eІਗ౬՜ༀໄ
՜ᔎண௪)
Our Company PRC Utility model 2023230692913 November 13,
2023
10 years
52. /H1118/H1118A winding equipment
(ɓ၇՜ᔎண௪)
Our Company PRC Utility model 2023230815379 November 15,
2023
10 years
53. /H1118/H1118Folding mechanism
and cell forming
machine (ұዚ࿴
ༀໄ)
Our Company PRC Utility model 2023231104139 November 16,
2023
10 years
54. /H1118/H1118A cell splitting
equipment ( ɓ၇ཥ
ண௪)
Our Company PRC Utility model 2023234075956 December 14,
2023
10 years
55. /H1118/H1118A electrode sheet
splitting machine
and cell splitting
equipment ( ɓ၇฽
ڃ
ண௪)
Our Company PRC Utility model 2023234076319 December 14,
2023
10 years
56. /H1118/H1118Diaphragm valve
holder ( ᇫ෦უუ
ࢭ)
Our Company PRC Design 2023300961992 March 6, 2023 15 years
57. /H1118/H1118Diaphragm valve
(ᇫ෦უ)
Our Company PRC Design 2023300962001 March 6, 2023 15 years
58. /H1118/H1118Stacking machine
(ᛌ˪ዚ)
Our Company PRC Utility model 2024200155548 January 3,
2024
10 years
59. /H1118/H1118Rewinding head,
drive component
and rewinding
mechanism for
strip-shaped
materials (੭
౬՜᎘e
ᚨਗଡ଼΁ʿ౬՜ዚ
࿴)
Our Company PRC Invention patent 201910487389X June 5, 2019 20 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-11 –


--- page 578 ---
No. Patent Patentee
Place of
Registration Patent Category Patent No. Application Date
Validity
Period
60. /H1118/H1118Cell blanking
machine and
winding equipment
(ༀໄʿ՜
ᔎண௪)
Our Company PRC Utility model 202021399651X July 16, 2020 10 years
61. /H1118/H1118A model changing
method and battery
tray (ج
˸ʿཥϫϖᆵ)
Zhuhai Titan PRC Invention patent 2022111968133 September 28,
2022
20 years
62. /H1118/H1118A disassembly
machine (ༀ
ༀໄ)
Zhuhai Titan PRC Invention patent 2022116220059 December 16,
2022
20 years
63. /H1118/H1118A cleaning method
and cleaning tool
for a negative
pressure
component used in
battery formation
(ࠋ
ج
ʈༀ)
Zhuhai Titan PRC Invention patent 2022108457166 July 19, 2022 20 years
64. /H1118/H1118Cleaning
components,
disassembly
machine and
formation
equipment (ଡ଼
ༀༀໄձʷ
ϓண௪)
Zhuhai Titan PRC Utility model 2022234134767 December 16,
2022
10 years
65. /H1118/H1118Serial formation
system ( Еᑌʷϓ
ӻ୕)
Zhuhai Titan PRC Invention patent 2020106697236 July 13, 2020 20 years
66. /H1118/H1118Filtering machine,
optical recording
equipment and
optical system
(ש
ᙲண௪ʿΈኪӻ୕)
Jiangsu Lidao
Technology
Co., Ltd. ( Ϫ
Ҧ
ʮ̡)
PRC Invention patent 2018114913032 December 6,
2018
20 years
67. /H1118/H1118Laminating
equipment ( ൨Υண
௪)
Jiangsu
Qingdao
Intelligent
PRC Invention patent 2020102360863 March 30,
2020
20 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-12 –


--- page 579 ---
No. Patent Patentee
Place of
Registration Patent Category Patent No. Application Date
Validity
Period
68. /H1118/H1118Catalyst preparation
systems and its
control method
(Ⴁ௪ӻ୕
ج)
Jiangsu
Qingdao
Intelligent
PRC Invention patent 2020116263178 December 30,
2020
20 years
69. /H1118/H1118Border laminating
machine (൨Υ
ༀໄ)
Jiangsu
Qingdao
Intelligent
PRC Invention patent 2022100433197 January 14,
2022
20 years
70. /H1118/H1118CCM laminating
machine (CCM ൨
Υༀໄ)
Jiangsu
Qingdao
Intelligent
PRC Invention patent 2020109341331 September 8,
2020
20 years
71. /H1118/H1118Border laminating
equipment (൨
Υண௪)
Jiangsu
Qingdao
Intelligent
PRC Invention patent 2021112278893 October 21,
2021
20 years
72. /H1118/H1118Fuel cell membrane
electrode assembly
border preparation
machine (ཥϫ
Ⴁ௪
ༀໄ)
Jiangsu
Qingdao
Intelligent
PRC Invention patent 2020104845303 June 1, 2020 20 years
73. /H1118/H1118Pulping system and
pulping method for
preparation of fuel
cell catalyst (׵
ཥϫළʷ
Ⴁᆉӻ୕ʿႡ
ج)
Jiangsu
Qingdao
Intelligent
PRC Invention patent 2020106032478 June 29, 2020 20 years
74. /H1118/H1118Sheet to roll
laminating
machine and
diaphragm
electrode
preparation system
(˪՜൨Υༀໄʿᇫ
ཥ฽Ⴁ௪ӻ୕)
Jiangsu
Qingdao
Intelligent
PRC Invention patent 2020110227290 September 25,
2020
20 years
75. /H1118/H1118Fuel cell membrane
electrode assembly
preparation
machine (ཥϫ
ႡЪண௪)
Jiangsu
Qingdao
Intelligent
PRC Invention patent 2020104737898 May 29, 2020 20 years
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-13 –


--- page 580 ---
No. Patent Patentee
Place of
Registration Patent Category Patent No. Application Date
Validity
Period
76. /H1118/H1118Preparation system
used in membrane
electrode assembly
(Ⴁ௪
ӻ୕)
Jiangsu
Qingdao
Intelligent
PRC Invention patent 2019114184874 December 31,
2019
20 years
77. /H1118/H1118An oven ( ɓ၇ञᇌ) Shanghai Lead
Huineng
PRC Invention patent 2022109159554 August 1, 2022 20 years
78. /H1118/H1118A lifting mechanism
and stacker ( ɓ၇
౤ʺዚ࿴ʿ਼᪓ዚ)
Guangdong
Beidao
PRC Invention patent 2019114207772 December 31,
2019
20 years
(c) Software copyright
As of the Latest Practicable Date, we had registered the following software copyrights
which we consider to be material to our business:
No. Name of Copyright
Place of
Registration Registration No. Registered Owner
Date of First
Publication
1. /H1118/H1118Lead high-speed slitting
and stacking integrated
machine control
software V1.0 ( ΋ኬ৷
஺ʲᛌɓ᜗ዚછՓழ΁
V1.0)
PRC 2024SR1451426 Our Company September 5, 2023
2. /H1118/H1118Lead industrial CT offline
inspection software
V1.0 ( ΋ኬʈุCTᕎᇞ
Ꮸ಻ழ΁V1.0)
PRC 2023SR1380250 Our Company July 6, 2023
3. /H1118/H1118Lead intelligent component
data management
system FDMS software
V1.0 ( ΋ኬ౽ঐʷϓʱ
ᅰኽ၍ଣӻ୕FDMS
ழ΁V1.0)
PRC 2021SR1629617 Our Company November 20, 2020
4. /H1118/H1118Titan new power lithium
battery intelligent
manufacturing
management system
V3.0 ( इվอਗɢ቞ཥ
ϫ౽ঐႡி၍ଣӻ୕
V3.0)
PRC 2023SR0794187 Zhuhai Titan N/A
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-14 –


--- page 581 ---
No. Name of Copyright
Place of
Registration Registration No. Registered Owner
Date of First
Publication
5. /H1118/H1118Titan new power lithium
battery stacker
production management
system V1.0 ( इվอਗ
ɢ቞ཥϫ਼᪓ዚ͛ପ၍
ଣӻ୕V1.0)
PRC 2021SR1985454 Zhuhai Titan N/A
3. FURTHER INFORMATION ABOUT OUR DIRECTORS
A. Particulars of Directors’ Service Contracts and Appointment Letters
We have entered into a service contract or appointment letter with each of the Directors.
The principal particulars of these service contracts and appointment letters comprise (a) the
term of the service; (b) subject to termination in accordance with their respective term; and (c)
a dispute resolution provision. The service contracts and appointment letters may be renewed
in accordance with our Articles of Association and the applicable laws, rules and regulations
from time to time.
Save as disclosed above, none of the Directors has or is proposed to have any service
contracts with any member of the Group (excluding contracts expiring or determinable by the
employer within one year without payment of compensation (other than statutory
compensation)).
B. Remuneration of Directors
The aggregate remuneration (including fees, salaries, wages, share-based compensation,
contributions to pension plans, benefits-in-kind and discretionary bonuses) for our Directors
for the years ended December 31, 2022, 2023 and 2024 and the nine months ended September
30, 2025 were approximately RMB4.3 million, RMB7.1 million, RMB7.4 million and RMB6.7
million, respectively.
Based on the current arrangements in force as of the Latest Practicable Date, it is
estimated that the total remuneration for our Directors (including independent non-executive
Directors) for the year ending December 31, 2025 will be approximately RMB7.8 million. The
actual total remuneration of Directors for the year ending December 31, 2025 may be different
from the expected remuneration as the discretionary bonuses will be determined based on the
results of our Company for the year ending December 31, 2025.
During the Track Record Period, no remuneration was paid by us to, or receivable by, our
Directors or the five highest paid individuals as an inducement to join or upon joining our
Company. No compensation was paid by us to, or receivable by, our Directors, former
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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Directors or the five highest-paid individuals for each of the Track Record Period for the loss
of any office in connection with the management of the affairs of any members of our Group.
Furthermore, none of the Directors had waived or agreed to waive any emoluments during the
same periods.
Save as disclosed above, no other payments have been made or are payable in respect of
the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30,
2025 by any member of our Group to any of our Directors.
C. Disclosure of interests
Save as disclosed below, immediately following the completion of the Global Offering
and assuming that the Offer Size Adjustment Option and the Over-allotment Option are not
exercised, none of our Directors has any interest and/or short position in the Shares, underlying
Shares and debentures of our Company or our associated corporations (within the meaning of
Part XV of the SFO) which will 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 Hong Kong Stock Exchange.
(i) Interest in Shares in our Company
Name Position
Shares to be
held after the
Global Offering Nature of interest
Number of
Shares
Approximate %
interest in Shares
of our Company
immediately after
the Global
Offering
Mr. Wang Executive Director,
chairman of the
Board and general
manager
A Shares Beneficial owner 8,836,057 0.53%
A Shares Interest in
controlled
corporation
(2)(3)
497,495,646 29.97%
Notes:
(1) The calculation is based on the assumption that the Offer Size Adjustment Option and the Over-allotment
Option are not exercised, and no other changes are made to the issued share capital of our Company between
the Latest Practicable Date and Listing.
(2) Lhasa Xindao is held as to 94.0% by Mr. Wang. Wuxi Y uxi is indirectly wholly-owned by Mr. Wang. Under
the SFO, Mr. Wang is deemed to be interested in all the A Shares held by Lhasa Xindao and Wuxi Y uxi.
(3) The general manager of Shanghai Zhuoao is Shanghai Yiwei, whose general partner is Ms. Ni, the spouse of
Mr. Wang. Shanghai Zhuoao is indirectly held as to approximately 70.6% by Shanghai Haochang, which is in
turn wholly-owned by Mr. Wang. Under the SFO, Mr. Wang, Ms. Ni, Shanghai Yiwei and Shanghai Haochang
are deemed to be interested in all the A Shares held by Shanghai Zhuoao.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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(ii) Interests of Substantial Shareholders in Members of Our Group (Excluding Our
Company)
Save as disclosed below and in the section headed “Substantial Shareholders” in this
prospectus, our Directors are not aware of any other person who will, immediately following
completion of the Global Offering and assuming that the Offer Size Adjustment Option and the
Over-allotment Option are not exercised, have an interest or short position in our Shares or
underlying Shares which would fall to be disclosed to us under the provisions of Divisions 2
and 3 of Part XV of the SFO, or, will be, directly or indirectly, interested in 10% or more of
the issued voting shares of our Company or any other member of our Group.
Member of our Group Name of substantial shareholder
Approximate
% interest
Wuxi Guangdao Precision
Technology Co., Ltd. ( ೌ፼Έኬ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Mr. Wang 10.58%
Jiangsu Qingdao Intelligent
Equipment Co., Ltd. ( Ϫᘽ૫ኬ
ʮ̡)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Mr. Wang 10.48%
Jiangsu Lead Technology Co., Ltd.
(ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118
Mr. Wang 10.45%
Wuxi Lead Advanced Technology
Research and Development
Partnership (Limited
Partnership) ( ೌ፼΋ኬ΋ආҦஔ
೯ΥྫΆุ(Υྫ)) /H1118/H1118/H1118/H1118/H1118/H1118
Changzhou Haituo V enture
Capital Partnership (Limited
Partnership) (௴ุҳ
༟ΥྫΆุ(Υྫ))
49.00%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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--- page 584 ---
D. Disclaimer
Save as disclosed in this section and the sections headed “Business” and “Connected
Transactions” in this prospectus:
(a) none of our Directors 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 Part XV of the SFO) which will have
to be notified to our Company and the Hong Kong Stock Exchange pursuant to
Divisions 7 and 8 of Part XV of the SFO or which will be required, pursuant to
section 352 of the SFO, to be entered in the register referred to therein, or which will
be required to be notified to our Company and the Hong Kong Stock Exchange
pursuant to the Model Code for Securities Transactions by Directors of Listed
Issuers once the H Shares are listed;
(b) none of our Directors or any of the experts referred to under the paragraph headed
“— 5. Other Information — E. Qualification of Experts” 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;
(c) 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;
(d) 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;
(e) none of our Directors has any existing or proposed service contracts with any
member of our Group (excluding contracts expiring or determinable by the employer
within one year without payment of compensation (other than statutory
compensation));
(f) so far as is known to our Directors, no person (not being a Director or chief
executive of our Company or any member of our Group) 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 all circumstances at general meetings of
any member of our Group; and
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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(g) none of our Directors or their 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.
4. OUR RESTRICTED SHARE INCENTIVE SCHEMES
The following is a summary of the principal terms of the Restricted Share Incentive
Schemes, which were outstanding as of the Latest Practicable Date. The terms of the Restricted
Share Incentive Schemes are not subject to the provisions of Chapter 17 of the Listing Rules
as they do not involve any grant of Restricted Shares by our Company after the Listing. Save
as otherwise disclosed, the terms of each of the Restricted Share Incentive Schemes are
substantially similar and are summarized below.
(i) Purpose
The purpose of the Restricted Share Incentive Schemes is to improve our Group’s
long-term incentive mechanism, attract and retain outstanding talents, fully mobilize the
enthusiasm of our Group’s key employees, align the interests of our Shareholders, our Group
and our key employees and focus on the long-term development of our Group.
(ii) Administration
The Restricted Share Incentive Schemes are subject to the approval of the Shareholders’
general meeting and the administration of the Board.
(iii) Participants
The participants of the Restricted Share Incentive Schemes include Directors, senior
management and key employees of our Group, excluding independent Directors.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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(iv) Source and maximum number of Shares
The Shares underlying the Restricted Share Incentive Schemes shall be A Shares
purchased by our Company from the secondary market or new A Shares to be issued by our
Company. Each Restricted Share granted entitles the relevant participant to purchase one A
Share within the agreed period at the grant price. The Restricted Shares are subject to a vesting
period and will only be vested upon fulfilling the vesting conditions stipulated. The initial
maximum number of Restricted Shares that can be granted under each of the Restricted Share
Incentive Schemes are as follows:
Restricted Share Incentive Schemes
Initial maximum
number of
Restricted Shares
to be granted
under the
relevant scheme
2021 Restricted Share Incentive Scheme /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,580,000
2022 Restricted Share Incentive Scheme /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,780,000
2023 Restricted Share Incentive Scheme /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118885,000
2024 Restricted Share Incentive Scheme /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,350,000
2025 Restricted Share Incentive Scheme /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,540,000
The number of Restricted Shares granted and/or the grant prices will be adjusted upon the
occurrence of certain events, including payment of dividend, increase in the share capital by
way of capitalization of capital reserves, issue of bonus shares, subdivision of shares and issue
of new shares.
(v) Date of grant and term of the Restricted Share Incentive Schemes
The date on which the Restricted Shares are granted shall be determined by the Board
after approval of the Restricted Share Incentive Schemes by the shareholders’ general meeting.
The grant of Restricted Shares shall be approved by the Board, registered and announced
within 60 days after the date of approval of the Restricted Share Incentive Schemes by the
Shareholders’ general meeting. The Restricted Share Incentive Schemes shall be effective from
the date of completion of the grant of Restricted Shares under the schemes up to the date when
all of the Restricted Shares granted under the schemes have been vested or canceled, provided
that the term of the schemes shall not exceed 36 months, 48 months or 60 months (as the case
may be).
(vi) Lock-up for Directors and senior management team
If the grantee is a Director or a senior management of our Company, during the period of
the term of employment, the Shares to be transferred in each year shall not exceed 25% of the
total Shares he or she holds. No share held by such Director or senior management can be
transferred within six months after termination of his or her employment. If the grantee is a
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-20 –


--- page 587 ---
Director or senior management of our Company, income gained through sale of Shares within
six months of the purchase or purchase of Shares within six months of the sale shall belong to
our Company and will be forfeited by the Board. If there is any change in the applicable laws
and regulations on the foregoing lock-up requirements, the grantee shall comply with the
amended laws and regulations.
(vii) Conditions to the grant of Restricted Shares
The Restricted Shares under the Restricted Share Incentive Schemes will only be granted
to selected participants if the following conditions are fulfilled:
(a) with respect to our Company, none of the following circumstances having occurred:
(1) an audit report with an adverse opinion or a disclaimer of opinion has been
issued by the reporting accountants with respect to our Company’s
accountants’ report for the most recent fiscal year;
(2) an audit report with an adverse opinion or a disclaimer of opinion has been
issued by the reporting accountants with respect to the internal control report
contained in accountants’ report for the most recent fiscal year;
(3) our Company has not distributed dividends in accordance with the laws and
regulations, our Articles of Association or our public commitment within the
last 36 months after its listing;
(4) applicable laws and regulations prohibit the implementation of any share
incentive scheme; or
(5) any other circumstances determined by the CSRC.
(b) with respect to a grantee, none of the following circumstances having occurred:
(1) the grantee has been regarded as an inappropriate person by the stock exchange
within the last 12 months;
(2) the grantee has been regarded as an inappropriate person by the CSRC or its
local office within the last 12 months;
(3) the grantee has been punished or prohibited from entering into the securities
market by the CSRC or its local office within the last 12 months;
(4) the grantee is not qualified to serve as a director or senior management
according to the PRC Company Law;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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--- page 588 ---
(5) the grantee is prohibited from participating in any incentive plan of listed
companies according to applicable laws and regulations; or
(6) any other circumstances determined by the CSRC.
(viii) Vesting of Restricted Shares
The vesting period for Restricted Shares commences from date of grant of Restricted
Shares to the grantee and the interval between the date of completion of the grant and the date
of vesting of the Restricted Shares shall be twelve months. During the vesting period, the
Restricted Shares granted to the grantee shall not be transferred, used as guarantee or for
repayment of debt. In addition, the Restricted Shares will only be vested when (i) the
conditions set out under paragraph (vii) above are fulfilled; and (ii) the annual assessment and
performance targets as set out under the schemes are achieved.
The Restricted Shares will be vested after the vesting period in accordance with the
vesting schedule as set out under the schemes during a period of three or four years as follows:
(a) vested in tranches of 30%, 30% and 40% in each of the three vesting periods that
occur between the first trading date after the 12-month anniversary from the date of
grant and the lasting trading date up to the 48-month anniversary of the date of
grant;
(b) vested in tranches of 50% and 50% in each of the two vesting periods that occur
between the first trading date after the 12-month anniversary from the date of grant
and the lasting trading date up to the 36-month anniversary of the date of grant.
(ix) Grant price of Restricted Shares
The grantees shall pay the grant price upon fulfillment of all the conditions of the
Restricted Shares to purchase the A Shares from our Company. The grant price of each
Restricted Shares shall not be lower than the nominal value of each A Share and, in principle,
shall not be lower than (as the case may be):
(a) the higher of (1) 50% of the average trading price of the A Shares on the trading date
before the announcement of the draft scheme; and (2) 50% of the average trading
price of the A Shares during the 20 trading dates before the announcement of the
draft scheme;
(b) the higher of (1) 50% of the average trading price of the A Shares on the trading date
before the announcement of the draft scheme; and (2) 50% of the average trading
price of the A Shares during the 120 trading dates before the announcement of the
draft scheme;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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--- page 589 ---
(c) the higher of (1) 50% of the average trading price of the A Shares on the trading date
before the announcement of the draft scheme; and (2) 50% of the average trading
price of the A Shares during the 60 trading dates before the announcement of the
draft scheme; or
(d) the higher of (1) 50% of the average trading price of the A Shares on the trading date
before the announcement of the Board resolution approving the grant of Restricted
Shares; (2) 50% of the average trading price of the A Shares during the 20 trading
dates before the announcement of the Board resolution approving the grant of
Restricted Shares; (3) 50% of the average trading price of the A Shares during the
60 trading dates before the announcement of the Board resolution approving the
grant of Restricted Shares; and (4) 50% of the average trading price of the A Shares
during the 120 trading dates before the announcement of the Board resolution
approving the grant of Restricted Shares.
(x) Dividend and voting rights
Before the vesting of the Restricted Shares, the Restricted Shares (including the right to
receive dividends) shall be locked and such Restricted Shares shall not be transferred or used
to guarantee or repay debts. Upon transfer of the A Shares by our Company, the grantees of
Restricted Shares will be entitled to exercise the right of Shareholders, including but not
limited to the right to receive dividends and voting rights.
(xi) Outstanding Restricted Shares
As of the Latest Practicable Date, the total number of A Shares underlying the outstanding
Restricted Shares granted under the Restricted Share Incentive Schemes amounted to
15,981,050, representing approximately 0.96% of the total issued Shares immediately
following the completion of the Global Offering (assuming the Offer Size Adjustment Option
and the Over-allotment Option are not exercised and no other changes are made to the issued
share capital of our Company between the Latest Practicable Date and the Listing).
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-23 –


--- page 590 ---
The following table sets forth the number of outstanding Restricted Shares granted under
the Restricted Share Incentive Schemes as of the Latest Practicable Date.
Name of grantee
Position
in our Company Date of grant
Number of
outstanding
Restricted
Shares Grant price
Approximate
percentage of
issued Shares
immediately
after
completion of
the Global
Offering (1)
RMB
(per A Share)
Directors and senior
management
Mr. YOU Zhiliang
(ˈқԄ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Executive Director October 22, 2024 8,400 9.25 0.001%
October 16, 2025 9,000 32.77 0.001%
Dr. Y AO Y ao
(Ⴧ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Deputy general
manager and Board
secretary
October 19, 2023 12,000 13.97 0.001%
October 22, 2024 44,100 9.25 0.003%
October 16, 2025 48,000 32.77 0.003%
Mr. NI Hongnan
(یߎࡎ)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Deputy general
manager
October 22, 2024 44,100 9.25 0.003%
October 16, 2025 48,000 32.77 0.003%
Mr. SUN Jianjun
(ࠏܔ࢑)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Deputy general
manager
October 22, 2024 44,100 9.25 0.003%
October 16, 2025 48,000 32.77 0.003%
Ms. GUO Caixia
(ெ੹ᒳ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Chief Financial
Officer
October 16, 2025 30,000 32.77 0.002%
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 335,700 0.02%
Other grantees
– /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Key employees October 19, 2023 150,400 13.97 0.01%
– /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Key employees October 22, 2024 6,137,950 9.25 0.37%
– /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Key employees October 16, 2025 9,357,000 32.77 0.56%
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 15,645,350 0.94%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 15,981,050 0.96%
Note:
(1) Assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised and no other
changes are made to the issued share capital of our Company between the Latest Practicable Date and the
Listing.
5. OTHER INFORMATION
A. Estate Duty
Our Directors have been advised that no material liability for estate duty under PRC laws
is likely to fall upon any member of our Group.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-24 –


--- page 591 ---
B. Litigation
Save as disclosed in the sections headed “Business” and “Financial Information” in this
prospectus, no member of our Group is 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 our Company that would have a
material adverse effect on our Company’s results of operations or financial condition.
C. Joint Sponsors
The Joint Sponsors have made an application on behalf of our Company to the Listing
Committee for listing of, and permission to deal in, the H Shares of our Company. All
necessary arrangements have been made enabling the H Shares to be admitted into CCASS.
Each of Joint Sponsors satisfies the independence criteria applicable to sponsors set out
in Rule 3A.07 of the Listing Rules.
Pursuant to the engagement letter entered into between our Company and each of the Joint
Sponsors, we have agreed to pay each of the Joint Sponsors a fee of US$300,000 to act as the
sponsors of our Company in connection with the proposed listing on the Hong Kong Stock
Exchange.
D. Compliance Advisor
Our Company has appointed Red Solar Capital Limited as our compliance advisor in
compliance with Rules 3A.19 of the Listing Rules.
E. Qualification of Experts
The qualification of the experts, as defined under the Listing Rules, who have given
opinions in this prospectus are as follows:
Name Qualification
CITIC Securities (Hong Kong)
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A licensed corporation to conduct Type 4 (advising
on securities) and Type 6 (advising on corporate
finance) of the regulated activities as defined under
the SFO
J.P . Morgan Securities
(Far East) Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A licensed corporation to conduct Type 1 (dealing in
securities), Type 4 (advising on securities) and Type
6 (advising on corporate finance) of the regulated
activities as defined under the SFO
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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--- page 592 ---
Name Qualification
Allbright Law Offices /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Legal advisor to our Company as to PRC law
Taylor Wessing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Legal advisor to our Company as to German law
Deloitte Touche Tohmatsu /H1118/H1118/H1118/H1118/H1118Certified Public Accountants under Professional
Accountants Ordinance (Chapter 50 of the Laws of
Hong Kong) and Registered Public Interest Entity
Auditor under Accounting and Financial Reporting
Council Ordinance (Chapter 588 of the Laws of Hong
Kong)
Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co. /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Independent industry consultant
F. Consents of Experts
Each of the experts as referred to in “— 5. Other Information — E. Qualification of
Experts” in this Appendix has given and has not withdrawn its consent to the issue of this
prospectus with the inclusion of its view, report and/or letter and/or legal opinion (as the case
may be) and references to its name included herein in the form and context in which it
respectively appears.
None of the experts named above has any shareholding interest in any member of our
Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons
to subscribe for securities in any member of our Group.
G. Binding Effect
This prospectus shall have the effect, if an application is made in pursuance hereof, of
rendering all persons concerned bound by all the provisions (other than the penal provisions)
of sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance so far as applicable.
H. No Material Adverse Change
Our Directors confirm that, there has been no material adverse change in our business,
financial condition and results of operations since September 30, 2025, being the latest balance
sheet date of our consolidated financial statements as set out in the Accountants’ Report in
Appendix I to this prospectus, and up to the date of this prospectus.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-26 –


--- page 593 ---
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 are affected on the H Share register of members of our Company,
including in circumstances where such transactions are effected on the Stock Exchange. The
current rate of Hong Kong stamp duty for such sale, purchase and transfer on each of the
purchaser and the seller is 0.1% of the consideration or, if higher, the fair value of the H Shares
being sold or transferred.
J. Restriction on Share Repurchases
For details of the restrictions on share repurchases by our Company, see “Summary of the
Articles of Association — Increase, Decrease, Repurchase and Transfer of Shares —
Repurchase of Shares” in Appendix V to this prospectus.
K. Preliminary Expenses
We have not incurred any material preliminary expenses.
L. Promoters
Within 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.
M. Related Party Transactions
Our Group entered into the related party transactions within the two years immediately
preceding the date of this prospectus as mentioned in note 42 to the Accountants’ Report in
Appendix I to this prospectus.
N. Miscellaneous
Save as disclosed in this prospectus:
(a) within the two years immediately preceding the date of this prospectus:
(i) no share or loan capital of our Company or any of our subsidiaries had been
issued or agreed to be issued or proposed to be fully or partly paid either for
cash or a consideration other than cash;
(ii) no share or loan capital of our Company or any of our subsidiaries had been
under option or is agreed conditionally or unconditionally to be put under
option;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-27 –


--- page 594 ---
(iii) no commissions, discounts, brokerages or other special terms had been granted
or agreed to be granted in connection with the issue or sale of any share or loan
capital of our Company or any of our subsidiaries; and
(iv) no commission had been paid or payable for subscription, agreeing to
subscribe, procuring subscription or agreeing to procure subscription of any
share in our Company or any of our subsidiaries;
(b) there are no founder, management or deferred shares, convertible debt securities nor
any debentures in our Company or any of our subsidiaries;
(c) 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;
(d) our Company has no outstanding convertible debt securities or debentures;
(e) there is no arrangement under which future dividends are waived or agreed to be
waived;
(f) save for the A Shares of our Company that are listed on the Shenzhen Stock
Exchange, and save for the H Shares to be issued in connection with the Global
Offering, none of the equity and debt securities of our Company, if any, is listed or
dealt with in any other stock exchange nor is any listing or permission to deal being
or proposed to be sought; and
(g) all necessary arrangements have been made to enable the H shares to be admitted
into CCASS for clearing and settlement.
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 VI STATUTORY AND GENERAL INFORMATION
– VI-28 –


--- page 595 ---
A. 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 referred to in the section headed “Statutory
and General Information — 2. Further Information about Our Business — A.
Summary of Our Material Contracts” in Appendix VI to this prospectus; and
(b) the written consents referred to in the section headed “Statutory and General
Information — 5. Other Information — F. Consents of Experts” in Appendix VI to
this prospectus.
B. DOCUMENTS A V AILABLE ON DISPLAY
Electronic copies of the following documents will be available on display on our website
at www.leadintelligent.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 accountants’ report from Deloitte Touche Tohmatsu, the text of which is set forth
in Appendix I to this prospectus;
(c) the audited consolidated financial statements of our Group for the years ended
December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025;
(d) the report from Deloitte Touche Tohmatsu on the unaudited pro forma financial
information of our Group, the text of which is set forth in Appendix II to this
prospectus;
(e) the letters from Deloitte Touche Tohmatsu and the Joint Sponsors relating to the
profit estimate of our Group for the year ended December 31, 2025, the text of which
is set out in Appendix IIA to this Prospectus;
(f) the industry report issued by Frost & Sullivan referred to in the section headed
“Industry Overview” in this prospectus;
(g) the PRC legal opinions issued by Allbright Law Offices in respect of certain general
corporate matters and property interests under PRC laws;
(h) the legal opinions prepared by Taylor Wessing, the legal advisor to our Company as
to German law, in respect of certain aspects of the Group in Germany;
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND A V AILABLE ON DISPLAY
– VII-1 –


--- page 596 ---
(i) the material contracts referred to in the section headed “Statutory and General
Information — 2. Further Information about Our Business — A. Summary of Our
Material Contracts” in Appendix VI to this prospectus;
(j) the written consents referred to in the section headed “Statutory and General
Information — 5. Other Information — F. Consents of Experts” in Appendix VI to
this prospectus;
(k) the service contracts and appointment letters referred to in the section headed
“Statutory and General Information — 3. Further Information about Our Directors
— A. Particulars of Directors’ Service Contracts and Appointment Letters “in
Appendix VI to this prospectus; and
(l) the PRC Company Law, Securities Law, and the Trial Measures for the
Administration Related to the Overseas Securities Offering and Listing by Domestic
Companies, together with unofficial English translations thereof.
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND A V AILABLE ON DISPLAY
– VII-2 –


--- page 597 ---
Joint Sponsors, Sponsor-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
GLOBAL
OFFERING
(A joint stock company incorporated in the People’s Republic of China with limited liability)
Stock Code: 0470
無錫先導智能裝備股份有限公司
Wuxi Lead Intelligent Equipment Co., Ltd.
無錫先導智能裝備股份有限公司
Wuxi Lead Intelligent Equipment Co., Ltd.
(in alphabetical order)
無錫先導智能裝備股份有限公司
WUXI LEAD INTELLIGENT EQUIPMENT CO., LTD.